Exchange Agent Agreement

March             , 2004

SouthTrust Bank

110 Office Park Drive

2^nd Floor

Birmingham, Alabama 35223

Attention: Judith B. Seier

Ladies and Gentlemen:

Chattem, Inc., a Tennessee corporation (the “Company”), is offering to issue, upon the terms and subject to the conditions set forth in the Prospectus to be dated on or about , 2004 (the “Prospectus”), and the related Letter of Transmittal (which together constitute the “Exchange Offer”), up to $75,000,000 in aggregate principal amount of its registered Exchange Floating Rate Senior Notes due 2010 (the “Exchange Floating Rate Notes”) and $125,000,000 in aggregate principal amount of its registered 7% Exchange Senior Subordinated Notes due 2014 (the “Exchange Fixed Rate Notes,” and, together with the Exchange Floating Rate Notes, the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended, in exchange for, respectively, $75,000,000 in aggregate principal amount of its outstanding unregistered Floating Rate Senior Notes due 2010 (the “Original Floating Rate Notes”) and $125,000,000 in aggregate principal amount of its outstanding unregistered 7% Senior Subordinated Notes due 2014 (the “Original Fixed Rate Notes,” and, together with the Original Floating Rate Notes, the “Original Notes”)). The Exchange Notes will be issued only in integral multiples of $1,000 to each tendering holder of Original Notes whose Original Notes are accepted in the Exchange Offer.

You are hereby appointed and authorized to act as agent (the “Exchange Agent”) to effectuate the exchange of the Original Notes for the Exchange Notes, on the terms and subject to the conditions of this agreement (the “Agreement”). In that connection, the following documents have been delivered to you:

The Exchange Offer shall expire at the time and on the date specified in the Prospectus (the “Initial Expiration Date”) or at any subsequent time and date to which the Company may extend the Offer. The later of the Initial Expiration Date and the latest time and date to which the Exchange Offer is so extended is referred to as the “Expiration Date.”

SouthTrust Bank

March            , 2004

Page 2

You are hereby requested, and you hereby agree, to act, including any actions which may be by or through your agent, as follows:

1. You are to accept, subject to any withdrawal rights, Original Notes that are accompanied by the Letter of Transmittal (or facsimile thereof), properly completed and duly executed in accordance with the instructions thereon and any requisite collateral documents and all other instruments and communications submitted to you in connection with the Exchange Offer and to hold the same upon the terms and conditions set forth in this Agreement.

2. You are to examine the Letters of Transmittal, the Original Notes, and the other documents delivered or mailed to you by or for the holders of the Original Notes as soon as practicable after receipt to ascertain whether