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                                 EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the "AGREEMENT"), effective as of February 1,
1998, is entered into by and between Avatex Corporation, a Delaware corporation
(the "COMPANY"), and John G. Murray ("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 January 31, 2000 (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 $16,666.67 (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.   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 Employee's life
     insurance, accidental death and dismemberment, long-term disability and
     business travel accident insurance during the term of this Agreement.

          d.   INDEMNIFICATION.  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.


     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

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     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

          (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 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.

          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

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     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.

          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, 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

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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, 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:

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

          b.   if to Employee:

               John G. Murray
               3512 Marquettte
               Dallas, Texas 75225

     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

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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 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. 

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


AVATEX CORPORATION                      ------------------------------
                                        John G. Murray


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

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