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                                                                 EXHIBIT 10-V


                              EMPLOYMENT AGREEMENT


       THIS EMPLOYMENT AGREEMENT (the "AGREEMENT"), dated and effective as of
November __, 1996, is entered into by and between FoxMeyer Health Corporation,
a Delaware corporation (the "COMPANY"), and Scott E. Peterson ("EMPLOYEE").

       In consideration of the mutual covenants contained herein, the parties
hereto agree as follows:

       1.     Employment.  The Company hereby agrees to employ Employee, and
Employee hereby agrees to be employed by the Company, beginning on the date of
this Agreement through and including October 31, 1998 (the "TERM OF
EMPLOYMENT").

       2.     Position and Responsibilities.  The Company hereby employs
Employee to serve as Vice President -- Finance.  Employee shall have such
duties, responsibilities and authority as may, from time to time, be assigned
to Employee by more senior officers of the Company.

       3.     Compensation.  As compensation for all services performed and to
be performed by Employee under this Agreement, the Company shall compensate
Employee as follows:

              a.     Base Salary.  The Company shall pay Employee a minimum
       monthly base salary of $12,500 (as may be adjusted from time to time,
       the "MONTHLY BASE SALARY").  During the term of this Agreement,
       Employee's Monthly Base Salary shall be reviewed periodically to
       determine whether such salary shall be adjusted in accordance with the
       duties and responsibilities of Employee and his performance thereof, but
       no adjustment shall reduce Employee's base salary below the minimum
       Monthly Base Salary set forth above.

              b.     Car Allowance.  The Company shall pay Employee a minimum
       monthly car allowance in the amount of $750.00.

              c.     Bonus.  Upon the execution date of this Agreement, as
       additional compensation, Employee shall receive a cash signing bonus,
       and a bonus in respect of Employee's decision to be employed by the
       Company and thereby forego any additional compensation and severance
       benefits to which he is or may be entitled from FoxMeyer Corporation,
       FoxMeyer Drug Company and any purchasers thereof, in the amount of
       $75,000 (the "BONUS").  Notwithstanding anything herein that may be to
       the contrary, the Bonus shall be deemed fully earned and payable upon
       the execution of this Agreement.

              d.     Benefits, Incentives and Perquisites.  Employee shall be
       entitled to participate in the incentive, stock option and employee
       benefit plans of the Company, including but not limited to a Performance
       Incentive Plan to be implemented by the Company, and the perquisites
       enjoyed by other employees with similar or same titles of the Company as
       presently in effect or as they may be modified from time to time,
       provided that the Company may not reduce the benefits provided to
       Employee pursuant to
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       Employee's life insurance, accidental death and dismemberment, long-term
       disability and business travel accident insurance during the term of
       this Agreement.

       4.     Termination.  This Agreement may be terminated upon the following
terms:

              a.     Termination Upon Death.  If Employee dies during the Term
       of Employment, this Agreement shall terminate immediately.

              b.     Termination Upon Disability.  The Company shall have the
       right to terminate this Agreement upon the "Disability" of Employee by
       providing ten (10) days written notice to Employee.  "DISABILITY" as
       used in this section shall mean any illness or any impairment of mind or
       body that (i) renders it impossible or impracticable for Employee to
       perform his duties and responsibilities hereunder for a continuous
       period of at least six (6) months or (ii) is likely to prevent Employee
       from performing his duties and responsibilities hereunder for more than
       nine (9) months during any eighteen (18) month period, each as
       determined in good faith by a physician selected by the Board of
       Directors.  The Company's selection of a physician shall be subject to
       Employee's approval, which shall not be unreasonably withheld.  Any
       refusal without reasonable cause by Employee to submit to a medical
       examination for the purpose of certifying Disability under this section
       shall be deemed to constitute conclusive evidence of Employee's
       Disability.  In the event of termination upon Disability, Employee shall
       continue to receive the Monthly Base Salary in effect at the time of
       termination (reduced by any amounts payable to Employee as disability
       benefits under any Company plan, social security or otherwise) for the
       remainder of the Term of Employment.

              c.     Termination for Cause.  The Company shall have the right
       to terminate this Agreement, and have no further obligation to Employee
       under this Agreement, for "Cause" after giving written notice of
       termination to Employee.  "CAUSE" as used in this section shall mean:

              (i)    misconduct or negligence in the performance by Employee of
              his duties and responsibilities hereunder;

              (ii)   the failure by Employee to follow any reasonable directive
              of Employee's Supervisor or the Company's Chief Executive
              Officers in carrying out his duties or responsibilities
              hereunder;

              (iii)  the failure by Employee to substantially achieve agreed
              upon goals and objectives;

              (iv)   the theft or misappropriation of funds or the disclosure
              of trade secrets or other confidential or proprietary information
              in violation of Section 6 of this Agreement; or





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              (v)    the conviction of Employee for (A) a crime involving an
              act or acts of dishonesty or moral turpitude or (B) a felony.

              d.     Termination without Cause.  The Company shall have the
       right to terminate Employee's employment at any time without Cause
       ("TERMINATION WITHOUT CAUSE").  In the event of a Termination Without
       Cause of Employee's employment, and provided that Employee complies with
       Section 5 hereof, the Company agrees to provide Employee with:

              (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 six (6)
              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 twelve (12)
              months; and

              (ii)   For a period of six 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.

              Without in any way limiting the generality of what may be deemed
       to constitute a Termination Without Cause hereunder, it is hereby agreed
       that any material reduction of Employee's duties, responsibilities and
       authority shall be deemed to constitute a Termination Without Cause
       hereunder.

              e.     Termination by Employee.  Employee shall be entitled to
       terminate his employment with the Company at any time.  If Employee's
       terminates his employment for Good Reason (as such term is defined
       below), such termination shall be deemed a Termination Without Cause
       under Section 4(d) of this Agreement.  If Employee terminates without
       Good Reason, Employee shall no longer be entitled to any form of
       compensation, including but not limited to any Monthly Base Salary,
       benefits, incentives, perquisites or vacation.  In addition, (I) if the
       date of the notice or the effective date of any such termination is on
       or before December 31, 1996, then Employee shall immediately pay $75,000
       to the Company, and (II) if the date of the notice or the effective date
       of any such termination is after December 31, 1996 but before October
       31, 1997, then Employee shall immediately pay $50,000 to the Company
       (the amount to be paid, whether $75,000 or $50,000, the "Payment").  The
       Company shall have the right to setoff the Payment against any amounts
       the Company may otherwise owe to Employee; provided, however, that to
       the extent the Payment is greater than any amount setoff, Employee shall
       remain obligated to pay the balance of the Payment to the Company.  If





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       Employee becomes obligated hereunder to make the Payment to the Company
       and fails or refuses to do so, (x) such obligation shall bear interest
       at the highest lawful rate (if no highest lawful rate is established by
       law, at the rate of eighteen percent (18%) per annum), and (y) Employee
       agrees to pay all reasonable attorneys' fees and other costs incurred by
       the Company in connection with the collection of such obligation.  Any
       Payment to the Company, whether by the payment of cash, the exercise of
       the setoff right or otherwise, shall not extinguish any of the Company's
       other rights or Employee's obligations hereunder, including but not
       limited to those set forth in Sections 5 and 6 of this Agreement.

              Without in any way limiting the generality of what may be deemed
       to constitute a Good Reason hereunder, it is hereby agreed that a
       termination by Employee shall be deemed for Good Reason if it is as a
       result of or follows:

              (i)    A breach by the Company of this Agreement (including but
              not limited to as a result of or following rejection of this
              Agreement under any debtor relief or similar law);

              (ii)   A reduction in Employee's Monthly Base Salary as in effect
              on the date hereof or as may be increased from time to time;

              (iii)  The taking of any action by the Company that could be
              deemed to constitute a Termination Without Cause; or

              (iv)   The mandatory transfer of the permanent residence of
              Employee to another geographic location more than 40 miles from
              Dallas, Texas, except for required travel on Company business to
              an extent substantially consistent with Employee's prior business
              travel obligations.

       5.     Nondisclosure.

              a.     Employee acknowledges that during the course of the
       performance of his services for the Company he will acquire confidential
       and proprietary information with respect to the Company's business
       operations (the "CONFIDENTIAL INFORMATION").  Employee agrees that
       during the term of this Agreement and thereafter, Employee shall not
       divulge any Confidential Information to any person, directly or
       indirectly, except to the Company, its directors, officers, agents and
       representatives and its subsidiaries and affiliated companies, or as may
       reasonably be necessary in connection with his duties on behalf of the
       Company or unless required by law.

              b.     Employee acknowledges that all documents, written
       information, records, data, computer information and material, tapes,
       film, maps and other material of any kind  relating to Confidential
       Information, including, without limitation, memoranda, notes,





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       sketches, records, reports, manuals, business plans and notebooks
       (collectively, "MATERIALS") in Employee's possession or under his
       control during the term of his employment hereunder are and shall remain
       the property of the Company and agrees that if his relationship with
       Company is terminated (for whatever reason), he shall not take with him
       but shall leave with the Company all Materials and any copies thereof
       or, if such Materials are not on the premises of the Company, he shall
       return the same to the Company immediately upon his termination.

              c.     This Section 5 shall survive any termination of this
       Agreement and shall continue to bind Employee in accordance with its
       terms.  The existence of any claim or cause of action by Employee
       against the Company whether predicated on this Agreement or otherwise,
       shall not constitute a defense to the Company's enforcement of the
       covenants contained in this Agreement.

       6.     Remedies.  In the event that Employee breaches any of the
provisions of Section 5 above, in addition to any legal rights and remedies
that the Company may have to enforce the provisions of this Agreement, the
Company shall have no further obligations to Employee under this Agreement.  In
the event of such a breach, Employee agrees that any and all proceeds, funds,
payments and proprietary interests of every kind and description arising from,
or attributable to, such breach shall be the sole and exclusive property of the
Company and the Company shall be entitled to recover any additional actual
damages incurred as a result of such breach.

       7.     Injunctive Relief.  Notwithstanding anything contained in this
Agreement to the contrary, in the event of a breach of the provisions of
Section 5 above, the Company shall, in addition to any other remedies available
under law, be entitled to an injunction enjoining Employee or any person or
persons acting for or with Employee in any capacity whatsoever from violating
any of the terms thereof.

       8.     Severability.  If any provision of this Agreement shall for any
reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provision was never contained herein and the remaining
provisions of this Agreement shall remain in full force and effect.

       9.     Waiver and Limitation.  Any waiver by either party of a provision
or a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any other provision or subsequent breach of any
provision hereof.

       10.    Taxes.  Employee shall be responsible for the payment of all
individual taxes on all amounts paid or benefits provided to him under this
Agreement.  All compensation paid to  Employee shall be subject to any
withholdings as from time to time may be required to be made pursuant to law,
government regulations or order, or by agreement with, or consent of,





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Employee.

       11.    No Funding.  The right of Employee under this Agreement shall be
that of a general creditor of the Company and Employee shall have no preferred
claims on, or any beneficial ownership in, the assets of the Company.

       12.    Entire Agreement.  Except as expressly provided herein, this
Agreement, and the agreements, documents and compensation, incentive and option
plans referred to herein, contain the entire agreement between the parties
hereto relating to the subject matter hereof and supersede any and all other
prior or contemporaneous employment, compensation, incentive or retirement
agreements, either oral or in writing, between the parties.

       13.    Binding Effect; Assignment.  This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
legatees, legal representatives, successors and assigns.  Employee may not
assign any of his rights or responsibilities under this Agreement.

       14.    Notices.  All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered personally,
mailed by certified mail (return receipt requested) or sent by overnight
delivery service, cable, telegram, facsimile transmission or telex to the
parties at the following addresses or at such other addresses as shall be
specified by the parties by like notice:

              a.     if to the Company:

                     FoxMeyer Health Corporation
                     Attention:  Abbey J. Butler
                     207 Dune Road, Box 137
                     Westhampton Beach, New York  11978

              b.     if to Employee:

                     Scott E. Peterson
                     3624 Worthington Way
                     Plano, TX  75023

       15.    Headings.  Section and subsection headings used in this Agreement
have been inserted solely for convenience of reference and do not constitute a
part of this Agreement and are not intended to affect the interpretation of any
provision of this Agreement.

       16.    Amendments.  This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.

       17.    Governing Law.  This Agreement and all performance hereunder
shall be governed by and construed in accordance with the laws of the State of
Texas without regard to





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the principles of conflict of laws thereof.

       18.    Counterparts.  This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.


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



                                                  FOXMEYER HEALTH CORPORATION



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



                                                                              
                                                  ------------------------------
                                                  Scott E. Peterson





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