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                                 THIRD AMENDMENT
                            TO THE AVATEX CORPORATION
                  1993 STOCK OPTION AND PERFORMANCE AWARD PLAN
                  --------------------------------------------

                (FORMERLY KNOWN AS THE NATIONAL INTERGROUP, INC.
                  1993 STOCK OPTION AND PERFORMANCE AWARD PLAN)

         This Third Amendment to the Avatex Corporation Stock Option and
Performance Award Plan (formerly known as the National Intergroup, Inc. 1993
Stock Option and Performance Award Plan), as amended by the Amendment thereto
dated October 12, 1994 and the Second Amendment thereto dated June 21, 1999 (as
so amended, the "Plan"), dated as of March __, 2000, is made and entered into by
Avatex Corporation, a Delaware corporation formerly known as National
Intergroup, Inc. (the "Company"). Terms not used in this Amendment shall have
the meaning ascribed thereto in the Plan unless otherwise specifically defined
herein.

         WHEREAS, the Company adopted the Plan following its approval by
stockholders at the Company's annual meeting of stockholders on July 21, 1993;
and

         WHEREAS, the Plan, as originally adopted, set forth specific
requirements with respect to the administration of the Plan in accordance with
the rules and regulations promulgated by the Securities and Exchange Commission
(the "SEC") that were in effect at that time; and

         WHEREAS, since the adoption of the Plan, the SEC has substantially
revised Rule 16b-3 under Section 16(b) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), with respect to the granting of stock
options to officers and directors and the administration of stock option plans;
and

         WHEREAS, revised Rule 16b-3 is generally considered to be broader in
coverage and less restrictive in application than the previous version of Rule
16b-3 that was in effect at the time the Plan was originally adopted; and

         WHEREAS, Section 15 of the Plan provides that the Board of Directors of
the Company may amend or modify the Plan at any time, and the Board is
specifically authorized to amend the Plan to comply with Rule 16b-3 (or any
successor rule) under the Exchange Act; and

         WHEREAS, the Plan also identifies the committee of the Board of
Directors that is authorized to administer the Plan as the Personnel and
Compensation Committee, and the Personnel and Compensation Committee merged with
the Finance and Pension Committee of the Board in February 1998 to form the
Finance and Personnel Committee; and


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         WHEREAS, the Company desires to amend the Plan to conform to the
provisions of revised Rule 16b-3 under the Exchange Act and to reflect the name
of the committee of the Board that now administers the Plan;

         NOW, THEREFORE, the Plan is hereby amended, effective March 31, 2000 as
follows:

         1. Section 2 of the Plan, entitled "Administration", is hereby amended
in its entirety and replaced with the following:

                  ADMINISTRATION. The Plan shall be administered by the Finance
         and Personnel Committee, or any successor thereto, of the Board of
         Directors of the Company or by such other committee, as may be
         determined by the Board of Directors (the "Committee"). The Committee
         shall consist of not less than two members of the Board of Directors of
         the Company. The Committee shall administer the Plan so as to comply
         all times with the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"). The majority of the Committee shall constitute a
         quorum, and the acts of a majority of the members present at any
         meeting at which a quorum is present, or acts approved in writing by a
         majority of the members of the Committee, shall be the acts of the
         Committee.

         2. This Third Amendment shall become effective upon approval by the
Board of Directors of the Company and execution by an authorized officer or the
Company.


         IN WITNESS WHEREOF, the Company hereby executes this Amendment on the
date first above written.

                                               AVATEX CORPORATION

                                               By:
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                                               Name:
                                                        ---------------------
                                               Title:
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