EMPLOYMENT AGREEMENT
                              --------------------

     This EMPLOYMENT AGREEMENT  ("AGREEMENT"),  entered into between PrimeSource
Healthcare,  Inc.,  a  Massachusetts  corporation  ("COMPANY"),  and Bradford C.
Walker, an individual  ("EXECUTIVE"),  is effective upon the Initial Closing (as
defined in the Purchase  Agreement  dated as of August 6, 2002) (the  "Effective
Date").

     1.   EMPLOYMENT.
          ----------

          (a)  EXECUTIVE  RESPONSIBILITIES.   The  COMPANY  hereby  employs  the
EXECUTIVE,  and the  EXECUTIVE  hereby  agrees  to  accept  employment  from the
COMPANY, as President and Chief Executive Officer of the COMPANY.  The EXECUTIVE
shall report directly to the COMPANY'S Board of Directors.  The EXECUTIVE agrees
during the term of his employment under this Agreement to perform the duties and
responsibilities  customarily required of such position,  as reasonably directed
by the COMPANY'S Board of Directors, and in accordance with the COMPANY'S bylaws
and applicable state corporation law. The EXECUTIVE further agrees to devote his
full  business  time and  energies to the  business  and affairs of the COMPANY,
unless  otherwise  authorized  by the Board of  Directors  of the  COMPANY.  The
EXECUTIVE may, however, engage in civic and not-for-profit activities so long as
such  activities do not materially  interfere with the performance of his duties
to the COMPANY hereunder.

          (b)  DIRECTOR  RESPONSIBILITIES.  Subject to obtaining  any  necessary
stockholder  consents,  the EXECUTIVE  shall be elected a member of the Board of
Directors,  to serve in such  position  until the next  regular  meeting  of the
COMPANY'S stockholders. The EXECUTIVE'S continued service on the COMPANY'S Board
of  Directors  thereafter  shall  be  subject  to his  election  by  vote of the
stockholders,  but the COMPANY  will include the  EXECUTIVE  in its  recommended
slate  of  candidates  for  membership  on the  Board.  In the  event  that  the
EXECUTIVE'S  employment  with the COMPANY under this Agreement is terminated for
any reason, the EXECUTIVE shall promptly submit to the Chairman of the Board his
resignation as a Director.

     2.   TERM OF EMPLOYMENT. The employment under this Agreement shall commence
as of the  Effective  Date  and  shall  end at the end of the day on the  second
yearly  anniversary  of the  Effective  Date  (the  "EXPIRATION  DATE"),  unless
otherwise terminated earlier pursuant to paragraph 5 of this Agreement.

     3.   COMPENSATION.
          ------------

          (a)  BASE  SALARY.  As  compensation  for  services  provided  to  the
COMPANY,  the EXECUTIVE  shall  receive an initial  salary at the annual rate of
$250,000,  less such  payroll  and  withholding  taxes as  required by law to be
deducted and any such other amounts as the EXECUTIVE shall authorize in writing.
The salary shall be payable in semi-monthly  installments.  Such salary shall be
reviewed by the Board of Directors at least  annually at the end of each year of
employment hereunder. Such salary may be increased, but not decreased, from time
to time as decided in the discretion of the Board of Directors of the COMPANY.


<PAGE>
          (b)  BONUSES.  The  Compensation  Committee of the COMPANY'S  Board of
Directors shall institute an incentive bonus program in which the EXECUTIVE will
be eligible to  participate  during each  employment  year  (beginning  with the
fiscal  year that ends  immediately  following  the  Effective  Date)  while the
EXECUTIVE  is employed by the  COMPANY.  Such bonus  program  shall  provide the
EXECUTIVE  a  bonus  based  upon  factors  established  by the  Chairman  of the
Compensation Committee,  after consultation with the EXECUTIVE,  and approved by
the Board of  Directors;  provided  that,  such annual bonus shall never be less
than $50,000.

          (c)  EQUITY COMPENSATION.
               -------------------

               (i) INITIAL OPTION TO PURCHASE  COMMON STOCK.  Upon the Effective
Date,  the COMPANY  shall grant to the  EXECUTIVE an  incentive  stock option to
purchase  1,950,000  shares of Common Stock of COMPANY at an exercise  price per
share equal to the fair market  value of a share of Common  Stock of the COMPANY
on the date of grant,  as  determined  by the Board of  Directors.  Such options
shall be issued  pursuant to, and their exercise and the issuance of shares upon
exercise  shall be subject to, the terms and  conditions  of the Tucson  Medical
Corporation  1997  Incentive  Stock  Option/Issuance  Plan,  as amended  (or any
successor plan thereto) (the "PLAN"),  the corresponding  Stock Option Agreement
and  Notice  of Grant of Stock  Option  contemplated  by the Plan  (the  "OPTION
AGREEMENT")  and this Agreement.  Notwithstanding  anything in this Agreement to
the  contrary,  none of the options  granted to EXECUTIVE  shall be  exercisable
until the Plan has reserved and  available  for issuance a sufficient  amount of
Common Stock of the COMPANY to issue such Common Stock upon such exercise.

               (ii) INITIAL OPTION TO PURCHASE  SERIES G PREFERRED  STOCK.  Upon
the  Effective  Date,  the  COMPANY  shall grant to the  EXECUTIVE  an option to
purchase  7,500  shares of Series G  Preferred  Stock of COMPANY at an  exercise
price per share equal to $16.  Such  options  shall be issued  pursuant  to, and
their exercise and the issuance of shares upon exercise shall be subject to, the
terms and conditions of a stock option agreement  containing customary terms and
conditions and this Agreement.

               (iii) SUBSEQUENT  OPTION TO PURCHASE COMMON STOCK. Upon the first
anniversary  of the  Effective  Date,  provided the EXECUTIVE is employed by the
COMPANY on such date,  the COMPANY  shall grant to the  EXECUTIVE  an  incentive
stock  option to  purchase  1,300,000  shares of Common  Stock of  COMPANY at an
exercise  price per share  equal to the fair  market  value of a share of Common
Stock of the  COMPANY  on the  date of  grant,  as  determined  by the  Board of
Directors.  Such options shall be issued pursuant to, and their exercise and the
issuance of shares upon exercise  shall be subject to, the terms and  conditions
of  the  Plan,  the   corresponding   Option   Agreement  and  this   Agreement.
Notwithstanding  anything in this Agreement to the contrary, none of the options
granted  to  EXECUTIVE  shall be  exercisable  until the Plan has  reserved  and
available  for  issuance a  sufficient  amount of Common Stock of the COMPANY to
issue such Common Stock upon such exercise.

               (iv) VESTING OF OPTIONS.  The EXECUTIVE'S stock options described
in this  paragraph  3(c) shall become fully vested and  exercisable on the first
anniversary  of the date of grant of each such  option.  Should the  EXECUTIVE'S
employment be terminated by the COMPANY pursuant to paragraph 5(b) or be deemed

                                       2
<PAGE>
to be terminated by the COMPANY pursuant to paragraph 5(g), all stock options
granted to the EXECUTIVE pursuant to this Agreement shall immediately vest and
shall remain exercisable for such period of time as provided in the Plan or
respective stock option agreement.

               (v) CHANGE IN  CONTROL.  Upon a Change in Control  (as defined in
Annex A hereto),  notwithstanding  the vesting  schedule  described in paragraph
3(c)(iv),  all of the total stock options  granted to the  EXECUTIVE  under this
paragraph  3(c) that have not yet vested as of the effective date of such Change
in Control shall become fully vested and  exercisable  on the effective  date of
such Change in Control.

               (vi) OTHER ACCELERATION OF VESTING; OTHER TERMS. The acceleration
of vesting  provided for in the preceding  subparagraphs  is in addition to, and
not in lieu of, the  acceleration of vesting of stock options provided for under
the Plan or the  respective  stock  option  agreements  under the  circumstances
described in the Plan or such stock option agreement.  In addition,  each Option
Agreement shall (1) provide for incentive stock options to the extent consistent
with the terms of the options,  (2) provide for a ten-year  term,  (3) allow the
EXECUTIVE to exercise such options  during the period  following  termination of
employment  that is the lesser of (x) one (1) year  following the effective date
of a  registration  statement  (pursuant to Form S-8 or otherwise)  covering the
option shares of EXECUTIVE'S  options  granted  hereunder or (y) five (5) years,
(4)  afford  the  option  holder the  greatest  latitude  in manner of  exercise
permitted by the Plan, (5) not grant the COMPANY  repurchase rights as to shares
acquired by exercise of options other than as set forth in this  Agreement,  and
(6) otherwise be in substantially  the form of the standard form of stock option
agreement under the Plan, subject to the terms set forth in this Agreement.

               (vii) SECURITIES REGISTRATION. The COMPANY shall use commercially
reasonable  efforts  to  cause  all of the  EXECUTIVE'S  stock  options  granted
pursuant to paragraphs  3(c)(i) and  3(c)(iii),  and the issuance of shares upon
exercise thereof, to be included in an effective  registration statement on Form
S-8 (or any successor  form) under the  Securities  Act of 1933, as amended,  as
soon as reasonably practicable following the Effective Date.

     4.   PARTICIPATION IN BENEFIT PLANS, REIMBURSEMENT OF BUSINESS EXPENSES.
          ------------------------------------------------------------------

          (a)  BENEFIT PLANS.  During the term of this Agreement,  the EXECUTIVE
shall be provided with medical insurance,  dental benefits, sick leave benefits,
time off for holidays and other  benefits  which are not less than, and on terms
no less  favorable  than,  those the  COMPANY  provides  to its other  executive
employees.  At it's option,  in lieu of providing  the  EXECUTIVE  with any such
benefit,  the COMPANY may reimburse the  EXECUTIVE for the  EXECUTIVE'S  cost of
providing such benefit himself.

          (b)  VACATION.  The  EXECUTIVE  shall be entitled to four (4) weeks of
paid vacation each year. The EXECUTIVE may not accrue more than six (6) weeks of
vacation at any given time.

          (c)  REIMBURSEMENT OF BUSINESS  EXPENSES.  The COMPANY shall reimburse
the EXECUTIVE  promptly for all expenditures made by him during the term of this

                                       3
<PAGE>
Agreement,  which expenses are incurred to further the business and interests of
the COMPANY, including, but not limited to, travel,  entertainment,  parking and
expenses  incurred in connection  with  business  meetings  (including,  but not
limited to, the dues and business related expenses of memberships at appropriate
business  clubs,  provided  such  memberships  are  approved  in  writing by the
Chairman of the Board of the  COMPANY),  provided such expenses are incurred and
submitted for  reimbursement in accordance with the policies  established by the
Board of Directors in effect as of the date the expenses are incurred.

          (d)  LEGAL  EXPENSES.  The COMPANY will  reimburse  the  EXECUTIVE for
actual legal fees and expenses incurred by him in connection with the review and
negotiation  of this  Agreement  and  ancillary  documents,  up to a maximum  of
$2,500.

          (e)  INDEMNIFICATION.    The   EXECUTIVE    shall   be   entitled   to
indemnification  and advancement of expenses to the fullest extent provided,  in
the COMPANY'S bylaws or otherwise, to any other director or executive officer of
the  COMPANY,  unless  prohibited  by law.  EXECUTIVE  shall also be entitled to
coverage under each directors' and officers' liability insurance policy, if any,
maintained by or on behalf the COMPANY'S directors and officers.

     5.   TERMINATION OF EMPLOYMENT.
          -------------------------

          (a)  AUTOMATIC   TERMINATION.   The   EXECUTIVE'S   employment   shall
automatically terminate upon the earliest to occur of (1) the EXECUTIVE'S death,
(2) the  EXECUTIVE'S  disability  that has prevented  EXECUTIVE from  performing
substantially all of his duties and  responsibilities for a continuous period of
120  days or (3)  the  Expiration  Date.  The  COMPANY  shall  have  no  further
obligations  to the  EXECUTIVE  or his estate upon such  automatic  termination,
except (i) to honor the exercise of any stock  options that have vested prior to
or as of the date of such termination,  subject to the applicable  conditions of
the Plan or respective stock option agreement,  (ii) as provided by law or under
the terms of any life  insurance or permanent  disability  benefit and any other
applicable benefit plan in which the EXECUTIVE participated immediately prior to
the  termination of his  employment,  (iii) to pay any accrued but unpaid salary
and accrued but unused  vacation of the EXECUTIVE  through the effective date of
termination,  (iv) to reimburse the  EXECUTIVE for any expenses  incurred by him
before  the  effective  date  of  termination  that  are  otherwise  subject  to
reimbursement  under paragraph 4(c) above, and (v) to pay any accrued but unpaid
bonus earned by the EXECUTIVE with respect to a completed performance period.

          (b)  TERMINATION  OTHER THAN FOR CAUSE.  The COMPANY may terminate the
EXECUTIVE'S  employment  with the  COMPANY  other  than for  Cause at any  time,
provided it gives at least 30 days' prior  written  notice to the  EXECUTIVE  of
such  termination.  In the event that the  COMPANY  terminates  the  EXECUTIVE'S
employment  under this Agreement other than for Cause,  the COMPANY shall pay to
the EXECUTIVE a lump sum amount equal to the lesser of (i) six (6) months of the
EXECUTIVE'S  base salary in effect at the time the COMPANY  gives the  EXECUTIVE
notice of  termination  or (ii) the  EXECUTIVE'S  base salary from the effective
date of such termination  through the Expiration Date. If the COMPANY terminates
the EXECUTIVE'S employment under this Agreement without Cause at any time within
twelve (12) months after the  effective  date of Change in Control,  the COMPANY
shall  pay  the  EXECUTIVE,  in a  lump  sum  at  the  effective  time  of  such
termination,  an amount equal to the EXECUTIVE'S  base salary from the effective
date  of  such   termination   through  the  Expiration   Date;   such  lump-sum

                                       4
<PAGE>
Change-in-Control  payment shall be made in lieu of the  continuation of payment
of base salary under the preceding sentences in this paragraph 5(b). In addition
to the  foregoing  payments,  the  EXECUTIVE  shall also receive any accrued but
unpaid salary and accrued but unused vacation through the effective date of such
termination,  reimbursement  for  any  expenses  incurred  by him  prior  to the
effective date of such termination  that are otherwise  subject to reimbursement
under  paragraph  4(c)  above,  any  accrued  but unpaid  benefits  to which the
EXECUTIVE is then entitled  under the terms of the  COMPANY'S  benefit plans and
policies in which the EXECUTIVE is enrolled,  to be payable in  accordance  with
the terms of such plans and policies, and any accrued but unpaid bonus earned by
EXECUTIVE with respect to a completed performance period. All payments and other
termination  benefits paid hereunder  shall be less any  applicable  payroll and
withholding  taxes or other legally required  deductions.  As a condition to his
receipt of any payments  provided for in this paragraph 5(b), the EXECUTIVE must
first  execute a waiver and release of claims the EXECUTIVE may have against the
COMPANY,  in a form  reasonably  determined by the COMPANY.  In the event of the
EXECUTIVE'S  termination of employment  under this paragraph 5(b), the EXECUTIVE
shall have no obligation to mitigate his damages or to seek other  employment as
a condition to receiving any payments or other termination benefits hereunder.

          (c)  TERMINATION   FOR  CAUSE.   Notwithstanding   the  provisions  of
paragraph 5(b) above,  the COMPANY may terminate the EXECUTIVE'S  employment for
Cause.  For  purposes  of this  Agreement,  the  COMPANY  shall have  "Cause" to
terminate the EXECUTIVE'S employment in the event of any of the following:

               (i)  Conviction of the EXECUTIVE, or the EXECUTIVE'S plea of nolo
                    contendere,  for (x) any crime  involving moral turpitude or
                    dishonesty,  or (y)  any  felony  other  than  non-recurring
                    traffic violations (e.g., driving under the influence);

               (ii) The EXECUTIVE'S willful  participation in any material fraud
                    or act of dishonesty  against the COMPANY including engaging
                    in any material  transaction  that  represents,  directly or
                    indirectly,  self-dealing with the COMPANY that has not been
                    approved by a majority of the disinterested directors of the
                    Board  or is not  part  of  the  terms  of  the  EXECUTIVE'S
                    employment;

               (iii)The  EXECUTIVE'S  willful  action or willful  omission  that
                    materially  injures  the  reputation,  business  or business
                    relationships of the COMPANY;

               (iv) Breach by the  EXECUTIVE  of any material  obligation  under
                    this Agreement;

               (v)  The  repeated   non-prescription  abuse  of  any  controlled
                    substance  or the  repeated  abuse of  alcohol  or any other
                    non-controlled  substance  which,  in any case  described in

                                       5
<PAGE>
                    this clause,  the Board  reasonably  determines  renders the
                    EXECUTIVE  unfit to serve in his  capacity  as an officer or
                    employee of the COMPANY;

               (vi) Continued  willful  failure by the  EXECUTIVE to perform the
                    material    aspects   of   the   EXECUTIVE'S    duties   and
                    responsibilities  after  receiving  written warning from the
                    Board  specifying the duties or  responsibilities  which the
                    EXECUTIVE has failed to perform; or

               (vii)Recurring  conduct by the  EXECUTIVE  that in the good faith
                    and  reasonable  determination  of the  COMPANY'S  Board  of
                    Directors  demonstrates  gross  unfitness  to  serve  as  an
                    executive employee of the COMPANY.

          Physical or mental  disability,  or conduct resulting from physical or
mental disability, of the EXECUTIVE shall not constitute "Cause." No termination
of the EXECUTIVE'S  employment shall be deemed for "Cause" unless (A) at least a
majority of the Board of  Directors  of the COMPANY,  excluding  the  EXECUTIVE,
determines  (by vote or consent)  that at least one of the events  described  in
clauses (i) through  (vii) of this  paragraph  5(c) has occurred  within six (6)
months  before  such  determination,  (B) the Board of  Directors  has given the
EXECUTIVE   written  notice  of  its  intention  to  terminate  the  EXECUTIVE'S
employment for Cause,  specifying with reasonable  particularity  the grounds on
which the proposed termination for Cause is contemplated,  and (C) the EXECUTIVE
has been afforded a reasonable  opportunity  to meet with the Board of Directors
of the COMPANY to discuss the proposed  termination  for Cause. In the event the
EXECUTIVE'S  employment  is  terminated  for Cause,  he will not be  entitled to
receive any severance compensation or other benefits,  except that the EXECUTIVE
shall be  entitled to receive  accrued but unpaid  salary and accrued but unused
vacation through the effective date of such  termination,  reimbursement for any
expenses incurred by him prior to the effective date of his termination that are
otherwise  subject to reimbursement  under paragraph 4(c) above, any accrued but
unpaid  benefits to which the EXECUTIVE is then entitled  under the terms of the
COMPANY'S  benefit plans and policies in which the EXECUTIVE is enrolled,  to be
payable in accordance with the terms of such plans and policies, and any accrued
but unpaid bonus earned by the EXECUTIVE with respect to a completed performance
period.

          (d)  RESIGNATION.  The  EXECUTIVE  retains  the  right  to  resign  or
otherwise  voluntarily  terminate his employment  with the COMPANY upon 30 days'
written notice to the Chairman of the Board. In the event the EXECUTIVE  resigns
or  otherwise  voluntarily  terminates  his  employment  with the  COMPANY,  the
EXECUTIVE shall not be entitled to any severance  compensation or other benefits
beyond the effective date of his resignation, except that the EXECUTIVE shall be
entitled to the payments and benefits provided under paragraph 5(a) above.

          (e)  STOCK OPTIONS. Subject to the provisions of paragraph 3(c) above,
only the shares  subject to the stock  options  granted to EXECUTIVE  under this

                                       6
<PAGE>
Agreement  that  have  vested  prior  to the date of the  termination  of or his
resignation  from his  employment  under this  Agreement may be exercised by the
EXECUTIVE,  such exercise to be subject to the  conditions set forth in the Plan
and/or  any  applicable  stock  option  agreement.  Any stock  options  that are
unvested (and not deemed vested under some provision of this Agreement, the Plan
or any  applicable  stock  option  agreement)  as of  the  date  of  EXECUTIVE'S
termination shall be forfeited.

          (f)  NO RESTRICTION ON COBRA RIGHTS. Nothing in this paragraph 5 shall
be  deemed  to  impair  or  limit  any  of  the  EXECUTIVE'S  rights  under  the
Consolidated Omnibus Benefits Reconciliation Act.

          (g)  DEEMED   TERMINATION.   The  EXECUTIVE  may  elect  to  deem  the
occurrence  of  any  event  described  in  (i),  (ii)  or  (iii)  below  to be a
termination  of the  EXECUTIVE'S  employment by the COMPANY other than for Cause
for all purposes  under this  Agreement,  provided the EXECUTIVE so notifies the
Chairman  of the Board of the  COMPANY in writing of such event and the  COMPANY
does not remedy  such  situation  within 30 days of  receipt of the  EXECUTIVE'S
notice.  Any such  election  by the  EXECUTIVE  shall not be deemed a  voluntary
resignation  by him.  The  failure of the  COMPANY'S  stockholders  to elect the
EXECUTIVE to the Board shall not be deemed a  termination  of  employment  under
this Agreement;  PROVIDED THAT, the EXECUTIVE has been nominated for election as
provided in paragraph 1(b) above.  Unless  otherwise agreed to by the EXECUTIVE,
the following events may give rise to a deemed  termination under this paragraph
5(g):

               (i)  The  removal of the  EXECUTIVE  from his  position  of Chief
                    Executive  Officer of the  COMPANY or any  successor  to the
                    COMPANY (whether by merger, consolidation, reorganization or
                    sale  of all or  substantially  all  of  the  assets  of the
                    COMPANY) or the  assignment  to the  EXECUTIVE of any duties
                    inconsistent  with his status as Chief Executive  Officer of
                    the COMPANY or any successor to the COMPANY;

               (ii) Any  material  decrease  or adverse  change in the nature or
                    scope  of  the  EXECUTIVE'S  authority,   power,  functions,
                    responsibilities  or  duties  or any  requirement  that  the
                    EXECUTIVE  report to any  person or  persons  other than the
                    Board of  Directors  of the COMPANY or any  successor to the
                    COMPANY;

               (iii)A demand by the COMPANY  that the  EXECUTIVE  relocate  from
                    his then-current place of residence.

     6.   NONCOMPETITION, CONFIDENTIALITY, FREEDOM TO ENTER INTO AND PERFORM AND
          CONFLICTS OF INTEREST.
          ----------------------------------------------------------------------

          (a)  CONFIDENTIAL  INFORMATION.  The EXECUTIVE  agrees and understands
that,  due to the  nature  of his  position  with  the  COMPANY,  he  will  gain
possession of confidential information about the COMPANY and the way it conducts
its business. The EXECUTIVE shall not, directly or indirectly, either during the

                                       7
<PAGE>
period  of the  EXECUTIVE'S  employment  under  this  Agreement  or  thereafter,
disclose to anyone (except in the regular course of the COMPANY'S business or as
required by deposition,  interrogatory,  civil investigative demand,  applicable
law or subpoena),  or use in  competition  with the COMPANY,  any non-public and
proprietary  information  acquired by the EXECUTIVE during his employment by the
COMPANY  hereunder  with  respect to any  confidential  or secret  aspect of the
COMPANY'S  operations,   business,  affairs,  plans,  prospects,  strategies  or
condition  (financial or otherwise),  unless such  information has become public
knowledge other than by reason of actions (direct or indirect) of the EXECUTIVE.
The  EXECUTIVE'S  duties and  obligations  under this  paragraph  shall  survive
termination of his employment with the COMPANY. The EXECUTIVE  acknowledges that
a remedy  at law for any  breach  or  overtly  threatened  breach  by him of the
provisions of this paragraph  would be inadequate to protect the COMPANY against
the consequences of such breach,  and he therefore agrees that the COMPANY shall
be  entitled  to  injunctive  relief  in  case of any  such  breach  or  overtly
threatened breach.

          (b)  RESTRICTIVE COVENANT.  During the period beginning on the date of
the  EXECUTIVE'S  employment  by the COMPANY  hereunder  and ending one (1) year
after such employment  terminates for any reason (the "Non-Compete  Term"),  the
EXECUTIVE agrees not to, at any time, directly or indirectly, whether or not for
compensation,  engage in, or have any interest in, any person, firm, corporation
or business  (whether as an  employee,  security  holder,  proprietor,  officer,
director,  agent,  trustee,  consultant,  partner,  creditor or otherwise)  that
engages in or operates a business  that  includes  distributing,  manufacturing,
selling or marketing of products or services in competition with the products or
services  distributed,  manufactured,  sold or marketed by the COMPANY, or under
active development by the COMPANY,  during the EXECUTIVE'S employment under this
Agreement  (the  "Business")  in any state in the United  States or in any other
jurisdiction  outside  the  United  States  in which the  COMPANY  or any of its
subsidiaries  or  affiliates  conducted the Business;  provided,  however,  that
during the  Non-Compete  Term,  the EXECUTIVE may own shares of companies  whose
securities  are  publicly  traded,  so long as the  securities  so  owned do not
constitute  more than five (5%) percent of the  outstanding  securities  of such
company  (unless  such  company is the  COMPANY,  in which  case no limit  shall
apply).  The  provisions of this  paragraph  6(b) shall apply both during normal
working  hours and at all other times  including,  but not  limited to,  nights,
weekends  and  vacation  time  during  the   Non-Compete   Term.  The  EXECUTIVE
acknowledges that a remedy at law for any breach or overtly threatened breach by
him of the  provisions of this paragraph 6(b) would be inadequate to protect the
COMPANY against the  consequences of such breach,  and he therefore  agrees that
the COMPANY shall be entitled to injunctive relief in case of any such breach or
overtly threatened breach.

          (c)  FREEDOM TO ENTER INTO AND PERFORM THIS  AGREEMENT.  The EXECUTIVE
represents  and warrants to the COMPANY  that he is subject to no  restrictions,
either  by  virtue  of any  agreement  made  by him or for  his  benefit,  or by
operation of law, that would prohibit,  prevent or interfere with in any way his
entering into, or his performing fully and without restriction,  his obligations
under this Agreement,  or which would render the COMPANY liable to a third party
as a result of the EXECUTIVE'S entering into or performing his obligations under
this Agreement.

                                       8
<PAGE>
          (d)  CONFLICTS OF INTEREST. During the Non-Compete Term, the EXECUTIVE
agrees not to acquire,  assume or participate  in,  directly or indirectly,  any
position,  investment or interest known by him to be adverse or  antagonistic to
the COMPANY,  its business or prospects,  financial or otherwise.  However,  the
EXECUTIVE may own, as a passive investor only, securities of any publicly traded
companies,  provided  his  beneficial  ownership  of the  stock  of any one such
corporation does not exceed 5% of such corporation's voting stock.

          (e)  NON-SOLICITATION.  During the  Non-Compete  Term,  the  EXECUTIVE
agrees  not to  solicit  for,  or divert  or  attempt  to  divert,  directly  or
indirectly,  any business of any of the COMPANY or its subsidiaries,  that is or
was (in each case)  part of the  Business  or under  active  development  by the
Business  during  the  EXECUTIVE'S  employment  under  this  Agreement,  or  any
customers or suppliers  of the COMPANY or its  subsidiaries,  that is or was (in
each case) part of the Business or under active  development to incorporate into
the  Business  during the  EXECUTIVE'S  employment  under this  Agreement to any
competitor of the same. The EXECUTIVE  agrees that during the Non-Compete  Term,
he  shall  not  interfere  with the  business  of the  COMPANY  by  directly  or
indirectly soliciting, attempting to solicit, inducing or otherwise deliberately
causing any person who at any time within the previous one (1) year period shall
have  been  an  employee  or  independent  contractor  of  the  COMPANY  or  its
subsidiaries  to  terminate  his or her  employment  to  become  employed  by or
associated with any other person,  firm or corporation,  and the EXECUTIVE shall
not approach any such  employee or  independent  contractor  for such purpose or
authorize or knowingly  approve the taking of such actions by any other  person,
firm or  corporation  or assist any such person,  firm or  corporation in taking
such action.  Nothing in this paragraph  6(e) shall prevent the EXECUTIVE  from,
directly or indirectly,  employing or  contracting  with any person who contacts
the  EXECUTIVE,  or any  other  person,  firm,  or  corporation  with  which the
EXECUTIVE  may be  associated,  on such  person's  own  initiative  without  any
solicitation  by or  encouragement  from the  EXECUTIVE  or  shall  apply to any
solicitation directed at the public or the industry in general, and not targeted
to  particular  employees  or  independent  contractors  of the  COMPANY  or its
subsidiaries described in the immediately preceding sentence.

     7.   NOTICES.  For  purposes  of this  Agreement,  all  notices  and  other
communications  required or permitted by this  Agreement  shall be in writing or
via  facsimile  and shall be deemed  to have  been  duly  given,  in the case of
facsimile  transmission,  on the  business  day  following  the  day  sent,  and
otherwise  when  delivered in person or by courier or on the earlier of delivery
or the  fourth  business  day after  mailing  by  United  States  Registered  or
Certified Mail, return receipt requested, postage prepaid, addressed as follows:

         If to the EXECUTIVE:       Mr. Bradford C. Walker
                                    8207 SE 48th Street
                                    Mercer Island, WA  98040
                                    Fax:  206-275-1479

         If to the COMPANY:         PrimeSource Healthcare, Inc.
                                    3700 E. Columbia Street
                                    Tucson, AZ 85714
                                    Fax:  520-512-0134
                                    Attn:  Chairman of the Board


                                       9
<PAGE>
                                    With a copy to:

                                    Skadden, Arps, Slate, Meagher & Flom LLP
                                    300 South Grand Ave., Suite 3400
                                    Los Angeles, CA  90071
                                    Fax:  213-687-5600
                                    Attention:  Gregg Noel, Esq.

or at such other address as the addressee may have  furnished to the other party
in writing  subsequent to the execution of this Agreement or, in the case of the
EXECUTIVE,  to any  other  permanent  address  listed  for him in the  COMPANY'S
records,  or, in the case of the COMPANY,  to the address known by the EXECUTIVE
to be where the office of the Chairman of the Board of the COMPANY is located.

     8.   MODIFICATIONS; WAIVERS; APPLICABLE LAW. No provision in this Agreement
may be  modified,  waived or  discharged  unless such  waiver,  modification  or
discharge is agreed to in writing,  signed by the  EXECUTIVE and by the Chairman
of the Board of the COMPANY.  This  Agreement  and the  employment  relationship
hereunder shall be governed by,  construed in accordance with and enforced under
applicable  federal law and the laws of the State of Arizona  without  regard to
its principles of conflict of laws that would defer to the  substantive  laws of
another jurisdiction.

     9.   SEVERABILITY.  If any provision of this  Agreement is determined to be
invalid or is in any way modified by any governmental agency, tribunal, or court
of competent jurisdiction, such determination shall be considered as a separate,
distinct,  and  independent  part of this  Agreement  and shall not  affect  the
validity or enforceability of any of the remaining provisions of this Agreement.

     10.  SUCCESSOR  RIGHTS AND ASSIGNMENT.  This Agreement shall bind, inure to
the  benefit  of and  be  enforceable  by  the  EXECUTIVE'S  personal  or  legal
representatives, executors, administrators, successors, heirs, distributees, and
legatees.  The rights and obligations of the COMPANY under this Agreement may be
assigned  by the  COMPANY  as part of the  assignment  or  transfer  (including,
without  limitation,  by merger or other event  resulting in such  assignment by
operation  of law)  of all or  substantially  all of the  COMPANY'S  assets  and
business,  provided  that at the time of such  assignment  the  assignee has the
ability to meet the obligations to the EXECUTIVE set forth in this Agreement, in
which event this  Agreement  shall be binding upon, and inure to the benefit of,
the  person(s) or  entity(ies)  to whom it is assigned.  The  EXECUTIVE  may not
assign his duties  hereunder  and he may not assign any of his rights  hereunder
without the written consent of the COMPANY.

     11.  SURVIVAL OF PROVISIONS.  The respective  rights and obligations of the
COMPANY and the EXECUTIVE  under this Agreement shall survive any termination or
other  cessation of the EXECUTIVE'S  employment to the extent  necessary to give
full effect to the agreements and covenants set forth in this Agreement.

                                       10
<PAGE>
     IN WITNESS  WHEREOF,  the  EXECUTIVE  and the COMPANY  have  executed  this
Agreement effective as of the Initial Closing.

                                   EXECUTIVE:


                                   /s/ Bradford C. Walker
                                   ---------------------------------------------
                                   Bradford C. Walker


                                   COMPANY:

                                   By:  /s/ Shaun McMeans
                                   ---------------------------------------------

                                   Name:    Shaun McMeans
                                   ---------------------------------------------

                                   Its:     Chief Financial Officer
                                   ---------------------------------------------

                                       11
<PAGE>
                                                                         ANNEX A
                                                                         -------

                               CERTAIN DEFINITIONS

(1) "BENEFICIAL  OWNER" shall have the meaning set forth in Rule 13d-3 under the
Exchange Act.


(2) A "CHANGE  IN  CONTROL"  shall be deemed to have  occurred  if the event set
forth in any one of the following paragraphs shall have occurred:

          (a)  any  Person  (as  defined  in this  Annex  A) is or  becomes  the
          Beneficial Owner (as defined in this Annex A), directly or indirectly,
          of  securities  of  the  Company  (not  including  in  the  securities
          beneficially  owned by such Person any  securities  acquired  directly
          from the Company or its  affiliates)  representing  50% or more of the
          combined  voting power of the COMPANY'S then  outstanding  securities,
          excluding any Person who becomes such a Beneficial Owner in connection
          with a transaction described in clause (i) of paragraph (c) below; or

          (b) there is consummated a merger or  consolidation  of the Company or
          any  direct  or  indirect  subsidiary  of the  Company  with any other
          corporation,  other  than (i) a merger or  consolidation  which  would
          result in the voting securities of the Company outstanding immediately
          prior to such merger or consolidation  continuing to represent (either
          by remaining  outstanding or by being converted into voting securities
          of the  surviving  entity or any parent  thereof)  at least 50% of the
          combined  voting  power  of the  securities  of the  Company  or  such
          surviving entity or any parent thereof  outstanding  immediately after
          such  merger  or  consolidation,  or (ii) a  merger  or  consolidation
          effected to  implement a  recapitalization  of the Company (or similar
          transaction)  in which no Person is or becomes the  Beneficial  Owner,
          directly or indirectly, of securities of the Company (not including in
          the  securities  Beneficially  Owned  by such  Person  any  securities
          acquired directly from the Company or its Affiliates) representing 50%
          or more of the combined voting power of the COMPANY'S then outstanding
          securities; or

          (c)  the  stockholders  of the  Company  approve  a plan  of  complete
          liquidation  or  dissolution of the Company or there is consummated an
          agreement  for  the  sale  or  disposition  by the  Company  of all or
          substantially  all of  the  COMPANY'S  assets,  other  than a sale  or
          disposition  by  the  Company  of  all  or  substantially  all  of the
          COMPANY'S  assets to an entity,  at least 50% of the  combined  voting
          power of the voting  securities of which are owned by  stockholders of
          the Company in  substantially  the same proportions as their ownership
          of the Company immediately prior to such sale.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have
occurred  solely by virtue of the  consummation  of any transaction or series of
integrated  transactions  immediately  following which the record holders of the

<PAGE>

common stock of the Company  immediately  prior to such transaction or series of
transactions continue to have substantially the same proportionate  ownership in
an entity  which  owns all or  substantially  all of the  assets of the  Company
immediately following such transaction or series of transactions.

(3) "CODE" shall mean the Internal Revenue Code of 1986, as amended from time to
time.


(4) "EXCHANGE  ACT" shall mean the  Securities  Exchange act of 1934, as amended
from time to time.


(5) "EXCISE  TAX" shall mean any excise tax imposed  under  section  4999 of the
Code.


(6)  "Person"  shall have the meaning  given in Section  3(a)(9) of the Exchange
Act, as modified and used in Sections 13(d) and 14(d) thereof,  except that such
term  shall not  include  (i) the  Company  or any of its  subsidiaries,  (ii) a
trustee or other fiduciary holding  securities under an employee benefit plan of
the Company or any of its Affiliates,  (iii) an underwriter  temporarily holding
securities  pursuant to an offering of such  securities,  or (iv) a  corporation
owned,   directly  or  indirectly,   by  the  stockholders  of  the  Company  in
substantially the same proportions as their ownership of stock of the Company.


                                       2