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                         AMENDMENT TO EMPLOYMENT AGREEMENT


     THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "AMENDMENT"), effective as of
February 1, 1998, is entered into by and between Avatex Corporation, a Delaware
corporation formerly known as FoxMeyer Health Corporation (the "COMPANY"), and
Grady E. Schleier ("EMPLOYEE").

     The Company and Employee hereby agree that this Amendment amends the
Employment Agreement dated and effective as of November 12, 1996 by and between
the Company and Employee (the "AGREEMENT"), as follows:

     1.   All references in the Agreement to FoxMeyer Health Corporation shall
be deemed to be references to Avatex Corporation.

     2.   Section 1 of the Agreement is hereby amended by changing the date
specified therein to January 31, 2000.

     3.   Section 3(a) of the Agreement is hereby amended by changing the
minimum monthly base salary specified in the first sentence therein to
$16,666.67.

     4.   A new Section 3(e) is hereby added to the Agreement as follows:

          e.  Employee shall be entitled to all of the rights and benefits set 
              forth in the Indemnification Agreement dated as of October 23, 
              1997 between the Company and Employee.

     5.   Sections 4(d)(i) and (ii) of the Agreement are hereby deleted in their
entirety and replaced with the following:

               (i)  At Employee's option, (x) a single lump sum severance
          payment equal to the amount of the total compensation that would
          otherwise be paid by the Company to Employee during the nine (9) month
          period commencing on the effective date of Termination Without Cause
          or (y) monthly severance payments in the amount of Employee's total
          annual compensation during the twelve (12) month period commencing on
          the effective date of Termination Without Cause, divided by twelve
          (12), for a period of eighteen (18) months; and

               (ii) For a period of twelve (12) months commencing on the
          effective date of Termination Without Cause, medical and dental
          benefits coverage, less any amount that Employee is required to pay to
          receive such medical and dental coverage had termination of his
          employment not occurred.

          In addition to the foregoing, as set forth in Section 12 of the
          Company's 1993 Stock Option and Performance Award Plan (as amended,
          the "PLAN") and Section 4(c) of the stock option agreements previously
          executed by the Company and Employee, in the Event of a Termination
          Without Cause of Employee's employment following or in connection with
          a Change in Control (as such term is defined in Section 14 of the
          Plan), all options previously issued to Employee pursuant to the Plan
          that have not yet vested thereunder shall be deemed to have vested as
          of the date of such termination and Employee shall be entitled to
          exercise all options issued pursuant to the Plan during the remaining
          term specified in the option grant and pursuant to the other terms
          thereof.

     6.   The fourth through seventh sentences of Section 4(e) of the Agreement
are hereby deleted as moot.
          
     7.   Sections 14(a) of the Agreement is hereby deleted in its entirety and
replaced with the following:

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          a.   if to the Company:

               Avatex Corporation
               Attention:     Mr. Abbey J. Butler
                              Mr. Melvyn J. Estrin
               5910 North Central Expressway
               Suite 1780
               Dallas, Texas 75206

     8.   Except as expressly provided in this Amendment, all other terms and
conditions of the Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Amendment effective on
the date and year first above written.


AVATEX CORPORATION                      ----------------------------
                                        Grady E. Schleier


By:  
     --------------------------
     Abbey J. Butler
     Co-Chief Executive Officer


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