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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
Edward L. Massman ("EMPLOYEE").

     The Company and Employee hereby agree that this Amendment amends the
Employment Agreement dated and effective as of November 7, 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
$25,000.00.

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

               f.   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.   Section 4(d) of the Agreement is hereby deleted up to the phrase
commencing with "Without in any way limiting the generality 1/4", and replaced
with the following:

               d.   The Company shall have the right to terminate Employee's
          employment at any time without Cause ("TERMINATION WITHOUT CAUSE"). 
          In the event that (1) upon expiration of the Agreement, the Company
          has not renewed Employee's employment on terms at least as favorable
          as the terms and conditions of this Agreement, or (2) a Termination
          Without Cause of Employee's employment occurs, and provided that
          Employee complies with SECTION 5 hereof, then:

               (i)    Employee shall be entitled to receive a one-time lump sum
               payment equal to the full amount of any Monthly Base Salary and
               cash bonus awards that otherwise would have been earned by him
               for a twenty-four (24) month period.  The computation of the cash
               bonus awards will be determined in the same manner that they
               would have been computed by the Company prior to Employee's
               termination, but in no event will that amount be less than the
               highest amount paid in any one of the prior two (2) years;
               provided, however, that the Initial Bonus paid to Employee, and
               the value of all property distributed to Employee pursuant to the
               Assignment, shall not be considered in the foregoing computation
               of the cash bonus award;
          
               (ii)   All rights of Employee under any benefit plan or
               arrangement that have not vested shall be deemed to have vested
               as of the date of such termination, and the Company shall cause
               all benefits vested and deemed to be vested thereunder to be paid
               to Employee pursuant thereto;

               (iii)  All rights of Employee under the Company's 1993 Stock

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               Option and Performance Award Plan, as amended, and any other
               stock option plan or arrangement 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 any such
               options during the remaining term specified in the option grant
               and pursuant to the other terms thereof; and

               (iv)   for the period covered by Section 4(d)(i), medical and
               dental benefits coverage, less any amount the Employee is
               required to pay to receive such medical and dental coverage had
               termination of employment not occurred.

     6.   Section 14(a) of the Agreement is hereby deleted in its entirety and
replaced with the following:

               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

     7.   A new Section 19 is hereby added to the Agreement as follows:

               19.    TAX ADJUSTMENT PAYMENTS.   If all or any portion of the
          amount payable to Employee under this Agreement (together with all
          other payments of cash or property, whether pursuant to this Agreement
          or otherwise, including without limitation the issuance of options or
          option shares or the granting of, exercise or termination of options
          therefor) constitutes "excess parachute payments" within the meaning
          of Section 280G of the Internal Revenue Code of 1986, as amended, (the
          "CODE") that are subject to the excise tax imposed by Section 4999 of
          the Code (or any similar tax or assessment), the amounts payable
          hereunder shall be increased to the extent necessary to place Employee
          in the same after-tax position as he would have been in had no such
          tax assessment been imposed on any such payment paid or payable to
          Employee under this Agreement or any other payment Employee may
          receive in connection therewith.  The determination of the amount of
          any such tax or assessment and the incremental payment required hereby
          in connection therewith shall be made by an accounting firm employed
          by Employee within thirty (30) calendar days after such payment, and
          the incremental payment shall be made within thirty (30) calendar days
          after such determination has been made.  If, after the date upon which
          the payment required hereby has been made, it is determinated
          (pursuant to final regulations or published rulings of the Internal
          Revenue Service, final judgment of a court of competent jurisdiction,
          Internal Revenue Service audit assessment or otherwise) that the
          amount of excise or other similar tax or assessment payable by
          Employee is greater than the amount initially so determined, the
          Company shall pay Employee an amount equal to the sum of (i) such
          additional excise or other tax, (ii) any interest, fines and penalties
          resulting from such underpayment, and (iii) an amount necessary to
          reimburse Employee for any income, excise or other tax assessment
          payable by Employee with respect to the amounts specified in items (i)
          and (ii) above, and the reimbursement  provided by this clause (iii),
          in the manner described above in this Section 19.  Payment thereof
          shall be made within ten (10) business days after the date upon which
          such subsequent determination is made.

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          The Company may review Employee's calculation of any payments made 
          pursuant to this Section 19 and object to the calculation, and 
          Employee shall refund to the Company any overpayments resulting 
          from an incorrect or estimated calculation. 

     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                      --------------------------------
                                        Edward L. Massman


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

                                   
                                   
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