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                                                                   EXHIBIT 10.9

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT, dated as of September 1, 2001, by and among
ACCREDO HEALTH, INCORPORATED, a Delaware corporation (the "Company"), and JOEL
R. KIMBROUGH (the "Executive").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to employ the Executive for the period
provided in this Agreement, and the Executive is willing to accept such
employment with the Company on a full-time basis, all in accordance with the
terms and conditions set forth below;

         NOW, THEREFORE, for and in consideration of the premises hereof and
the mutual covenants contained herein, the parties hereto hereby covenant and
agree as follows:

         1.       Employment.

                  (a)      The Company hereby employs the Executive, and the
                           Executive hereby accepts such employment with the
                           Company, for the period set forth in Section 2
                           hereof, all upon the terms and conditions
                           hereinafter set forth.

                  (b)      The Executive affirms and represents that he is
                           under no other obligation to any former employer or
                           other party which is in any way inconsistent with,
                           or which imposes any restriction upon, the
                           Executive's acceptance of employment hereunder with
                           the Company, the employment of the Executive by the
                           Company, or the Executive's undertakings under this
                           Agreement.

         2.       Term of Employment.  Unless earlier terminated as hereinafter
provided, the term of the Executive's employment under this Agreement shall
initially be for a period beginning on the date hereof and ending August 31,
2004; provided that on September 1, 2004 and on each September 1 thereafter,
the term of the Executive's employment hereunder shall automatically be
extended for an additional one-year period unless, prior to such September 1, ,
the Company shall have given the Executive, or the Executive shall have given
the Company, written notice that the Employment Term shall not be so extended.
The period commencing on the date hereof and ending on the earlier of (i) the
termination of Executive's employment hereunder, and (ii) the later of August
31, 2004 or the expiration of all one-year extensions described in the
preceding sentence, is referred to herein as the Employment Term.

                  If the Executive continues in the full-time employ of the
Company after the end of the Employment Term (it being expressly understood and
agreed that the Company does not now, nor hereafter shall have, any obligation
to continue the Executive in its employ whether or not on a full-time basis,
after said Employment Term ends), then, unless otherwise expressly agreed to by
the Executive and the Company in writing, the Executive's continued employment
by the Company after the Employment Term shall, notwithstanding anything to the
contrary expressed or implied herein, be terminable by the Company at will,
with or without cause and with or without notice, but shall in all other
respects be subject to the terms and conditions of this Agreement.
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         3.       Duties.  The Executive shall be employed as Sr. Vice President
and Chief Financial Officer of the Company, shall, subject to the direction of
the Board of Directors of the Company (the "Board"), faithfully and competently
perform such duties as inhere in such position and shall also perform and
discharge such other executive employment duties and responsibilities
consistent with his position as Sr. Vice President and Chief Financial Officer
as the Board of Directors of the Company may from time to time reasonably
prescribe, including serving as Sr. Vice President and Chief Financial Officer
of one or more of the Company's subsidiaries or affiliates. The Executive's
primary workplace will be located in Memphis, Tennessee. Except as set out
herein or as may otherwise be approved in advance by the Board, and except
during vacation periods and reasonable periods of absence due to sickness,
personal injury or other disability, personal affairs or non-profit public
service activities, the Executive shall devote his full time during normal
business hours throughout the Employment Term to the services required of him
hereunder. The Executive shall render his business services exclusively to the
Companies (as defined in Section 6(a)) during the Employment Term and shall use
his best efforts, judgment and energy to improve and advance the business and
interest of the Companies in a manner consistent with the duties of his
position.

         4.       Salary and Bonus.

                  (a)      Salary.  As compensation for the  performance  by
                           the Executive of the services to be performed by
                           the Executive hereunder during the Employment Term,
                           the Company shall pay the Executive a base salary
                           at the annual rate of Two Hundred Thirty Thousand
                           ($230,000.00) Dollars (said amount being
                           hereinafter referred to as "Salary"). Any Salary
                           payable hereunder shall be paid in regular
                           intervals (but in no event less frequently than
                           monthly) in accordance with the Company's payroll
                           practices from time to time in effect. The Salary
                           payable to the Executive pursuant to this Section
                           4(a) shall be increased annually, as of September
                           1, 2002 and each September 1 thereafter for the
                           twelve-month period then commencing, by an amount
                           equal to (i) the annual percentage increase in the
                           Consumer Price Index for Urban Consumers, All
                           Items, Memphis, Tennessee Area, for the most recent
                           twelve-month period for which such figures are then
                           available as reported in the Monthly Labor Review
                           published by the Bureau of Labor Statistics of the
                           U.S. Department of Labor or (ii) such higher
                           amount as may be determined from time to time by
                           the Board in its sole discretion. Any increase in
                           salary shall be reflected in minutes of the Board
                           or the Compensation Committee of the Board and this
                           Agreement shall automatically be amended to reflect
                           such salary increase without the necessity of a
                           formal amendment executed by the parties.

                  (b)      Bonus.  The Executive  will be entitled to receive
                           bonus compensation from the Company in respect of
                           each fiscal year (or portion thereof) occurring
                           during the Employment Term beginning with the year
                           which starts on July 1, 2001 provided that
                           Executive is employed by Company on the last day of
                           said fiscal year. The amount of such bonus
                           compensation is based on the extent to which the
                           Company's planned earnings established by the Board
                           for the corresponding period (the "Plan EPS") and
                           the Company's revenue target ("Revenue Target") or
                           such other targets as shall be set by the Board
                           have been achieved, as set out on Exhibit A.
                           Exhibit A may be amended each fiscal year to
                           reflect the Plan EPS, Revenue Target and other
                           targets established by the Board for the then
                           current fiscal year. Exhibit A will be replaced
                           with the revised Exhibit A approved by

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                           the Board when and as amended without the necessity
                           of said amendment being executed by the parties
                           hereto.

                  (c)      Withholding,  Etc.  The  payment of any Salary and
                           bonus hereunder shall be subject to applicable
                           withholding and payroll taxes, and such other
                           deductions as may be required by law or the
                           Company's employee benefit plans.

         5.       Other Benefits.  During the Employment Term, the Executive
shall:

                           (i)      be eligible to participate in employee
                                    fringe benefits and pension and/or profit
                                    sharing plans that may be provided by the
                                    Company for its senior executive employees
                                    in accordance with the provisions of any
                                    such plans, as the same may be in effect
                                    from time to time;

                           (ii)     be eligible to participate in any medical
                                    and health plans or other employee welfare
                                    benefit plans that may be provided by the
                                    Company for its senior executive employees
                                    in accordance with the provisions of any
                                    such plans, as the same may be in effect
                                    from time to time;

                           (iii)    be entitled to twenty-five paid vacation
                                    days in each calendar year beginning January
                                    1, 2001, as well as all paid holidays given
                                    by the Company to its senior executive
                                    officers;

                           (iv)     be entitled to personal time off, sick
                                    leave, sick pay and disability benefits in
                                    accordance with any Company policy that may
                                    be applicable to senior executive employees
                                    from time to time; and

                           (v)      be entitled to reimbursement for all
                                    reasonable and necessary out-of-pocket
                                    business expenses incurred by the Executive
                                    in the performance of his duties hereunder
                                    in accordance with the Company's policies
                                    applicable thereto.

                  In addition, from the date hereof until the expiration of the
         Employment Term, the Company shall maintain term insurance coverage on
         the life of the Executive (excluding any such coverage provided for
         pursuant to the foregoing provisions of this Section 5) in the
         aggregate amount of $500,000, payable to that Executive's named
         beneficiaries in accordance with standard policy terms and conditions.
         For purposes of determining eligibility, vesting and benefit accrual
         under each of the benefit plans and arrangements referred to in this
         Section 5, the Executive shall be credited with service for all years
         and partial years of service with NFI, Southern Health Systems, Inc.
         ("SHS"), or any of their affiliates prior to the date hereof.

         6.       Confidential Information.  The Executive hereby covenants,
agrees and acknowledges as follows:

                  (a)      The Executive has and will have access to and will
                           participate in the development of or be acquainted
                           with confidential or proprietary information and
                           trade secrets related to the business of the
                           Company and any other present or future
                           subsidiaries or affiliates of the Company
                           (collectively, with the Company, the "Companies"),
                           including but not limited to (i) customer and
                           physician lists;

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                           patient histories, patient identities and related
                           records and compilations of information; the
                           identify, lists or descriptions of any new
                           customers or physicians, referral sources or
                           organizations; financial statements; cost reports
                           or other financial information; contract proposals
                           or bidding information; business plans; training
                           and operations methods and manuals; personnel
                           records; software programs; reports and
                           correspondence; premium structures; and management
                           systems, policies or procedures, including related
                           forms and manuals; (ii) information pertaining to
                           future developments such as future marketing or
                           acquisition plans or ideas, and potential new
                           business locations and new suppliers and (iii) all
                           other tangible and intangible property, which are
                           used in the business and operations of the
                           Companies but not made public. The information and
                           trade secrets relating to the business of the
                           Companies and described hereinabove in this
                           paragraph (a) are hereinafter referred to
                           collectively as the "Confidential Information",
                           provided that the term Confidential Information
                           shall not include any information (x) that is or
                           become generally publicly available (other than as
                           a result of violation of this Agreement by the
                           Executive) or (y) that the Executive receives on a
                           nonconfidential basis from a source (other than the
                           Companies or their representatives) that is not
                           known by him to be bound by an obligation of
                           secrecy or confidentiality to any of the Companies.

                  (b)      The  Executive  shall not disclose,  use or make
                           known for his or another's benefit any Confidential
                           Information or use such Confidential Information in
                           any way except as is in the best interests of the
                           Companies in the performance of the Executive's
                           duties under this Agreement. The Executive may
                           disclose Confidential Information when required by
                           a third party and applicable law or judicial
                           process, but only after providing (I) notice to the
                           Company of any third party's request for such
                           information, which notice shall include the
                           Executive's intent with respect to such request,
                           and (ii) sufficient opportunity for the Company to
                           challenge or limit the scope of the disclosure on
                           behalf of the Companies, the Executive or both.

                  (c)      The Executive acknowledges and agrees that a remedy
                           at law for any breach or threatened breach of the
                           provisions of this Section 6 would be inadequate and,
                           therefore, agrees that the Companies shall be
                           entitled to injunctive relief in addition to any
                           other available rights and remedies in case of any
                           such breach or threatened breach; provided, however,
                           that nothing contained herein shall be construed as
                           prohibiting the Companies from pursuing any other
                           rights and remedies available for any such breach or
                           threatened breach.

                  (d)      The Executive agrees that upon termination of his
                           employment with the Company for any reason, the
                           Executive shall forthwith return to the Company all
                           Confidential Information in whatever form maintained
                           (including, without limitation, computer discs and
                           other electronic media).

                  (e)      The obligations of the Executive under this Section 6
                           shall, except as otherwise provided herein, survive
                           the termination of the Employment Term and the
                           expiration or termination of this Agreement.

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                  (f)      Without limiting the generality of Section 10 hereof,
                           the Executive hereby expressly agrees that the
                           foregoing provisions of this Section 6 shall be
                           binding upon the Executive's heirs, successors and
                           legal representatives.

         7.       Termination.

                  (a)      The Executive's  employment  hereunder shall be
                           terminated upon the occurrence of any of the
                           following:

                           (i)      death of the Executive;

                           (ii)     The Executive's inability to perform his
                                    duties on account of disability or
                                    incapacity for a period of one hundred eight
                                    (180) or more days, whether or not
                                    consecutive, within any period of twelve
                                    (12) consecutive months;

                           (iii)    the Company giving written notice, at any
                                    time, to the Executive that the Executive's
                                    employment is being terminated "for cause"
                                    (as defined below);

                           (iv)     the Company giving written notice, at any
                                    time, to the Executive that the Executive's
                                    employment is being terminated other than
                                    pursuant to clause (i), (ii) or (iii) above;
                                    or

                           (v)      the Executive giving written notice, at any
                                    time, to the Company that the Executive is
                                    terminating his employment for "good reason"
                                    (as defined below).

                  The following actions, failures and events by or affecting
the Executive shall constitute "cause" for termination within the meaning of
clause (iii) above: (A) an indictment for or conviction of the Executive of, or
the entering of a plea of nolo contendere by the Executive with respect to,
having committed a felony, (B) acts of fraud or criminal conduct by the
Executive that are detrimental to the financial condition or business
reputation of one or more of the Companies, (C) acts or omissions by the
Executive that the Executive knew were likely to damage the business of one or
more of the Companies, (D) willful failure by the Executive to perform, or
willful disregard by the Executive of, his obligations hereunder or otherwise
relating to his employment, or (E) willful failure by the Executive to obey the
reasonable and lawful policies or orders of the Board that are consistent with
the provisions of this Agreement. For purposes of this Agreement, the
Executive shall not be deemed to have been terminated for cause unless and
until there shall have been delivered to the Executive a copy of a resolution,
duly adopted by the Board, stating that, in the good faith opinion of the
Board, the Executive is guilty of an action or omission that constitutes cause
and specifying the particulars thereof in reasonable detail. Before adopting
any such resolution, the Board shall offer the Executive, upon reasonable
written notice (which need not exceed two days), an opportunity for him
together with his counsel, to be heard by the Board.

                  The following circumstances shall constitute "good reason"
for termination within the meaning of clause (v) above: (I) the assignment to
the Executive of duties that are materially inconsistent with the Executive's
position or with his authority, duties or responsibilities as contemplated by
Section 3

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of this Agreement, or any other action by the Company or their successors which
results in a material diminution or material adverse change in the Executive's
title, position, authority, duties or responsibilities, (II) any material
breach by the Company or their successors of any provision of this Agreement,
(III) a relocation of the Executive's primary workplace without his written
consent to any location other than the one described in Section 3 hereof, or
(IV) the Company fails to continue in effect any cash or stock-based incentive
or bonus plan, retirement plan, welfare benefit plan or other benefit plan,
unless the aggregate value of all such compensation, retirement and benefit
plans provided to the Executive after the changes is not less than the
aggregate value of the plans as of the date before such plans are changed.

                   (b)     In the event that (A) the Executive's  employment is
                           terminated pursuant to clause (iv) or (v) of
                           Section 7(a) above, whether during the Employment
                           Term or during any continuation of employment
                           pursuant to Section 2 above, or (B) Executive shall
                           resign his employment within twelve (12) months
                           following a Change in Control, the Company shall
                           pay to the Executive, as severance pay or
                           liquidated damages or both, bi-monthly payments at
                           the rate per annum of his Salary at the time of
                           such termination or resignation for a period from
                           the date of such termination to the first
                           anniversary of such termination or resignation.
                           The Executive shall continue to participate in the
                           medical, dental, life, accident and disability
                           benefit plans and arrangements of the Company as
                           provided in Section 5 and on the same basis and at
                           the same cost to Executive as on the date of
                           termination until the earlier of (x) the first
                           anniversary of such termination or resignation, or
                           (y) the date the Executive becomes covered by a
                           plan that provides coverage or benefits at least
                           equal to the Company's plan. In addition, to the
                           extent that Executive is not then 100% vested in
                           any employer matching contribution and earnings
                           thereon allocated to his account in the Company's
                           401(k) Plan, and said non-vested amount is
                           forfeited, the Company will pay Executive a lump
                           sum amount on the date of such forfeiture equal to
                           the non-vested forfeited amount.

                  (c)      For  purposes of this  Agreement,  "Change in
                           Control" means and includes each of the following:

                                    (1)  The acquisition by any individual,
                           entity or group (within the meaning of Section
                           13(d)(3) or 14(d)(2) of the 1934 Act) (a "Person") of
                           beneficial ownership (within the meaning of Rule
                           13d-3 promulgated under the 1934 Act) of 50% or more
                           of the combined voting power of the then outstanding
                           voting securities of the Company entitled to vote
                           generally in the election of directors (the
                           "Outstanding Corporation Voting Securities");
                           provided, however, that for purposes of this
                           subsection (1), the following acquisitions shall not
                           constitute a Change of Control: (i) any acquisition
                           directly from the Company, (ii) any acquisition by
                           the Company, (iii) any acquisition by any employee
                           benefit plan (or related trust) sponsored or
                           maintained by the Company or any corporation
                           controlled by the Company, or (iv) any acquisition by
                           any corporation pursuant to a transaction which
                           complies with clauses (i), (ii) and (iii) of
                           subsection (3) of this definition; or

                                    (2)  Individuals who, as of the date of this
                           Agreement, constitute the Board (the "Incumbent
                           Board") cease for any reason to constitute at least a

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                           majority of the Board; provided, however, that any
                           individual becoming a director subsequent to the
                           Effective Date whose election, or nomination for
                           election by the Company's stockholders, was approved
                           by a vote of at least a majority of the directors
                           then comprising the Incumbent Board shall be
                           considered as though such individual were a member of
                           the Incumbent Board, but excluding, for this purpose,
                           any such individual whose initial assumption of
                           office occurs as a result of an actual or threatened
                           election contest with respect to the election or
                           removal of directors or other actual or threatened
                           solicitation of proxies or consents by or on behalf
                           of a Person other than the Board; or

                                    (3)  Consummation of a reorganization,
                           merger or consolidation or sale or other disposition
                           of all or substantially all of the assets of the
                           Company (a "Business Combination"), in each case,
                           unless, following such Business Combination, (i) all
                           or substantially all of the individuals and entities
                           who were the beneficial owners of the Outstanding
                           Corporation Voting Securities immediately prior to
                           such Business Combination beneficially own, directly
                           or indirectly, more than 50% of the combined voting
                           power of the then outstanding voting securities
                           entitled to vote generally in the election of
                           directors of the Company resulting from such Business
                           Combination (including, without limitation, a
                           corporation which as a result of such transaction
                           owns the Company or all or substantially all of the
                           Company's assets either directly or through one or
                           more subsidiaries) in substantially the same
                           proportions as their ownership, immediately prior to
                           such Business Combination of the Outstanding
                           Corporation Voting Securities, and (ii) no Person
                           (excluding any corporation resulting from such
                           Business Combination or any employee benefit plan (or
                           related trust) of the Company or such corporation
                           resulting from such Business Combination)
                           beneficially owns, directly or indirectly, 50% or
                           more of the combined voting power of the then
                           outstanding voting securities of such corporation
                           except to the extent that such ownership existed
                           prior to the Business Combination, and (iii) at least
                           a majority of the members of the board of directors
                           of the corporation resulting from such Business
                           Combination were members of the Incumbent Board at
                           the time of the execution of the initial agreement,
                           or of the action of the Board, providing for such
                           Business Combination; or

                                    (4)  Approval by the stockholders of the
                           Company of a complete liquidation or dissolution
                           of the Company.

                  (d)      Notwithstanding anything to the contrary
                           expressed or implied herein, except as required by
                           applicable law and except as set forth in Section
                           7(b) above, the Company (and its affiliates) shall
                           not be obligated to make any payments to the
                           Executive or on his behalf of whatever kind or
                           nature by reason of the Executive's cessation of
                           employment (including, without limitation, by
                           reason of termination of the Executive's employment
                           by the Company for "cause"), other than (i) such
                           amounts, if any, of his Salary as shall have
                           accrued and remained unpaid as of the date of said
                           cessation, (ii) such other amounts, if any, which
                           may be then otherwise payable to the Executive
                           pursuant to clause (v) of Section 5 above, and
                           (iii) any amounts owed or obligations to the
                           Executive pursuant to the terms of any option or
                           other stock-based award granted to him by the
                           Company.

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                  (e)      No interest shall accrue on or be paid with
                           respect to any portion of any payments timely made
                           hereunder.

         8.       Non-Assignability.

                  (a)      Neither this Agreement nor any right or interest
                           hereunder shall be assignable by the Executive or
                           his beneficiaries or legal representatives without
                           the Company's prior written consent; provided,
                           however, that nothing in this Section 8(a) shall
                           preclude the Executive from designating a
                           beneficiary to receive any benefit payable
                           hereunder upon his death or incapacity. Neither
                           this Agreement nor any right or interest hereunder
                           shall be assignable by the Company; provided,
                           however, that notwithstanding the foregoing, this
                           Agreement and the Company's rights and interests
                           hereunder may be assigned by the Company pursuant
                           to a merger or consolidation in which the Company
                           is not the continuing entity, or the sale or
                           liquidation of all or substantially all of the
                           assets of the Company, provided that (i) the
                           assignee or transferee is the successor to all or
                           substantially all of the assets of the Company and
                           (ii) such assignee or transferee assumes the
                           liabilities, obligations and duties of the Company,
                           as contained in this Agreement, either
                           contractually or as a matter of law.

                  (b)      Except as required by law, no right to receive
                           payments under this Agreement shall be subject to
                           anticipation, commutation, alienation, sale,
                           assignment, encumbrance, charge, pledge, or
                           hypothecation or to exclusion, attachment, levy or
                           similar process or to assignment by operation of law,
                           and any attempt, voluntary or involuntary, to effect
                           any such action shall be null, void and of no effect.

         9.       Restrictive Covenants

                  (a)      Competition.  During the Employment Term, during
                           any continuation of employment pursuant to Section
                           2 above and during the twelve (12) month period
                           following termination of the Executive's employment
                           with the Company for any reason, provided that
                           payments, if any, required pursuant to Section 7(b)
                           hereof are made in full and in a timely fashion,
                           the Executive will not directly or indirectly (as a
                           director, officer, executive employee, manager,
                           consultant, independent contractor, advisory or
                           otherwise) engage in competition with, or own any
                           interest in, perform any services for, participate
                           in or be connected with any business or organization
                           which engages in competition with any of the
                           Companies within the meaning of Section 9(d),
                           provided, however, that the provisions of
                           this Section (a) shall not be deemed to prohibit
                           the Executive's ownership of not more than two
                           percent (2%) of the total shares of all classes of
                           stock outstanding of any publicly held company, or
                           ownership, whether through direct or indirect
                           stockholding or otherwise, of one percent (1%) or
                           more of any other business.

                  (b)      Non-Solicitation.  During the Employment Term,
                           during any continuation of employment pursuant to
                           Section 2 above and during the twelve (12) month
                           period following termination of the Executive's
                           employment with the Company for any reason,
                           provided that payments, if any, required pursuant
                           to Section 7(b)

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                           hereof are made in full and in a timely fashion,
                           the Executive will not knowingly directly or
                           indirectly induce or attempt to induce any employee
                           of any of the Companies to leave the employ of any
                           of the Companies or of their subsidiaries or
                           affiliates, or in any way interfere with the
                           relationship between any of the Companies and any
                           employee thereof.

                  (c)      Non-Interference.  During the twelve (12) months
                           period following termination of the Executive's
                           employment with the Company for any reason, provided
                           that payments, if any, required pursuant to Section
                           7(b) hereof are made in full and in a timely fashion,
                           the Executive will not directly or indirectly hire,
                           engage, send any work to, place orders with, or in
                           any manner be associated with any business entity
                           which, during the period of twelve months preceding
                           or following such termination of employment, was
                           among the five largest suppliers of the Company by
                           dollar volume.

                  (d)      Certain Definitions.  For purposes of this
                           Section 9, a person or entity (including without
                           limitation, the Executive) shall be deemed to be a
                           competitor of one or more of the Companies, or a
                           person or entity (including, without limitation,
                           the Executive) shall be deemed to be engaging in
                           competition with one or more of the Companies, if,
                           at the time of determination, such person or entity
                           (A) engages in any business engaged in or proposed
                           to be engaged in by any of the Companies, or (B) in
                           any way conducts, operates, carries out or engages
                           in the business of managing any entity engaged in
                           any business described in clause (A), in each case,
                           in any state of the United States of America,
                           excluding, however, during any period following the
                           termination of the Executive's employment with the
                           Company, (x) any business or any state in which
                           none of the Companies was engaged or had proposed
                           to be engaged at the time of termination of the
                           Executive's employment with the Company, and (y)
                           after termination of the Executive's employment,
                           any business which was not, prior to such
                           termination, directly or indirectly supervised by
                           the Executive.

                  (e)      Certain Representations of the Executive.  In
                           connection with the foregoing provisions of this
                           Section 9, the Executive represents that his
                           experience, capabilities and circumstances are such
                           that such provisions will not prevent him from
                           earning a livelihood. The Executive further agrees
                           that the limitations set forth in this Section 9
                           (including, without limitation, time and
                           territorial limitations) are reasonable and
                           properly required for the adequate protection of
                           the current and future businesses of the Companies.
                           It is understood and agreed that the covenants made
                           by the Executive in this Section 9 shall survive
                           the expiration or termination of this Agreement.

                  (f)      Injunctive Relief.  The Executive acknowledges and
                           agrees that a remedy at law for any breach or
                           threatened breach of the provisions of Section 9
                           hereof would be inadequate and, therefore, agrees
                           that the Company and any of its subsidiaries or
                           affiliates shall be entitled to injunctive relief
                           in addition to any other available rights and
                           remedies in cases of any such breach or threatened
                           breach; provided, however, that nothing contained
                           herein shall be construed as prohibiting the
                           Company or any of its affiliates from pursuing any
                           other rights and remedies available for any such
                           breach or threatened breach.

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         10.      Indemnity.  To the maximum extent permitted by applicable law
and the charter and by-laws of the Company, the Company shall indemnify the
Executive and hold him harmless; for any acts or decisions made by him in good
faith while performing services for the Company or any of its subsidiaries or
affiliates. Company will use reasonable best efforts to maintain, and after
termination to continue, coverage for Executive under director's and officer's
liability coverage to the same extent as other current or former officers and
directors of the Company and its subsidiaries or affiliates. The Company will,
to the extent provided by its charter and by-laws and applicable law, advance
or pay all expenses, including attorney's fees actually and necessarily
incurred by the Executive in connection with the defense of any action, suit or
proceeding arising out of Executive's service for the Company and in connection
with any appeal thereon, including the cost of court settlements.

         11.      No Mitigation.  In the event of Executive's resignation or
termination of the Executive's employment under Section 7, the Executive shall
be under no obligation to seek other employment and there shall be no offset
against any amounts due the Executive under this Agreement on account of any
remuneration attributable to any subsequent employment that the Executive may
obtain.

         12.      Binding Effect.  Without limiting or diminishing the effect
of Section 8 hereof, this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors, legal
representatives and assigns.

         13.      Notices.  All notices which are required or may be given
pursuant to the terms of this Agreement shall be in writing and shall be
sufficient in all respects if given in writing and (i) delivered personally,
(ii) mailed by certified or registered mail, return receipt requested and
postage prepaid, (iii) sent via a nationally recognized overnight courier or
(iv) sent via facsimile confirmed in writing to the recipient, if to the
Company at the Company's principal place of business, and if to the Executive,
at his home address most recently filed with the Company, or to such other
address or addresses as either party shall have designated in writing to the
other party hereto.

         14.      Enforcement.  Any dispute arising under this Agreement shall,
at the election of either party, be resolved by final and binding arbitration
to be held in Memphis, Tennessee in accordance with the rules and procedures of
the American Arbitration Association. Judgment upon the award entered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.

         15.      Law Governing.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Tennessee.

         16.      Severability.  The Executive agrees that in the event that
any court of competent jurisdiction shall finally hold that any provision of
Section 6 or 9 hereof is void or constitutes an unreasonable restriction
against the Executive, the provisions of such Section 6 or 9 shall not be
rendered void but shall apply with respect to such extent as such court may
judicially determine constitutes a reasonable restriction under the
circumstances. If any part of this Agreement other than Section 6 or 9 is held
by a court or competent jurisdiction to be invalid, illegal or incapable of
being enforced in whole or in part by reason of any rule of law or public
policy, such part shall be deemed to be severed from the remainder of this
Agreement for the purpose only of the particular legal proceedings in question
and all other covenants and provisions of this Agreement shall in every other
respect continue in full force and effect and no covenant or provision shall be
deemed dependent upon any other covenant or provision.

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<PAGE>
         17.      Waiver.  Failure to insist upon strict compliance with any of
the terms, covenants or conditions hereof shall not be deemed a waiver of such
term, covenant or condition, nor shall any waiver or relinquishment of any
right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.

         18.      Entire Agreement; Modifications.  This Agreement constitutes
the entire and final expression of the agreement of the parties with respect to
the subject matter hereof and supersedes all prior agreements, oral and
written, between the parties hereto with respect to the subject matter hereof.
This Agreement may be modified or amended only by an instrument in writing
signed by both parties hereto.

         19.      Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the Company and the Executive have duly executed
and delivered this Agreement as of the date and year first above written.


                                                   ACCREDO HEALTH, INCORPORATED

                                                   By:  /s/ David D. Stevens   .
                                                      --------------------------
                                                      David D. Stevens
                                                      Chief Executive Officer

                                                        /s/ Joel R. Kimbrough  .
                                                      --------------------------
                                                      JOEL R. KIMBROUGH

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