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                                                                   Exhibit 10.13

                   FORM OF EMPLOYMENT AGREEMENT WITH OFFICERS

         This EMPLOYMENT AGREEMENT ("Agreement") made effective as of
___________19__, by and between PharMerica, Inc., a Delaware corporation (the
"Company"), and __________________ (the "Executive").

         In consideration of the mutual covenants contained in this Agreement,
the parties hereby agree as follows:


                                    SECTION I
                                   EMPLOYMENT

         The Company agrees to employ the Executive, and the Executive agrees to
be employed by the Company for the Period of Employment as provided in Section
III.A. below upon the terms and conditions provided in the Agreement.


                                   SECTION II
                         POSITION AND RESPONSIBILITIES

         During the Period of Employment, the Executive agrees to serve as
_______________________________________ of the Company and to be responsible for
the typical management responsibilities expected of an officer holding such
positions and such other responsibilities as may be assigned to Executive from
time to time by the Chief Executive Officer and Board of Directors of the
Company.


                                   SECTION III
                                TERMS AND DUTIES

         A.       Period of Employment

         The period of Executive's employment under this Agreement, will
commence as of _______________, and shall continue through _________________,
subject to extension or termination as provided in this Agreement (the "Period
of Employment").

         B.       Duties

                  During the Period of Employment, the Executive shall devote
all of his business time, attention and skill to the business and affairs of the
Company and its subsidiaries. The Executive will perform faithfully the duties
which may be assigned to him from time to time by the Chief Executive Officer
and Board of Directors. The Executive must generally perform his duties at the
Company's headquarters in Tampa, Florida, but he may live elsewhere.


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                                   SECTION IV
                            COMPENSATION AND BENEFITS

         A.       Compensation

         For all services rendered by the Executive in any capacity during the
Period of Employment, the Company shall pay the Executive an annual base salary
("Base Salary") of ________________________________________ ($_______) per year.
Such Base Salary shall be payable according to the customary payroll practices
of the Company but in no event less frequently than once each month.

         B.       Annual Incentive Award; Signing Bonus

                  The Executive will be eligible for an annual incentive
compensation award ("Annual Incentive Award") in the range of __% to __% of the
Executive's Base Salary tied to objective criteria to be established by the
Board of Directors or the Compensation Committee by agreement with Executive.
The Company will pay Executive a one time signing bonus of
______________________ ($______), payable by the Company upon signing of this
Agreement.

         C.       Options

                  The Company will take all actions necessary to grant to
Executive, as of the date of this Agreement (the "Grant Date"), an option to
purchase ______________________ (_______) shares of the Company's stock.
One-third of the options will vest on the Grant Date, one-third will vest on the
first anniversary of the Grant Date, and the remaining one-third will vest on
the second anniversary of the Grant Date. The option shall be in the form
approved by the Board of Directors or Compensation Committee of the Company and
shall be governed by the terms and provisions of the Company 1995 Incentive and
Nonqualified Stock Option Plan for Key Personnel and Directors (the "Plan").

         D.       Additional Benefits

                  The Executive will be entitled to participate in all
compensation or employee benefit plans or programs and receive all benefits and
perquisites for which any salaried employees are eligible under any existing or
future plan or program established by the Company for salaried employees. The
Executive will participate to the extent permissible under the terms and
provisions of such plans or programs in accordance with program

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provisions. These may include group hospitalization, health, dental care, life
or other insurance, tax qualified pension, savings, thrift and profit sharing
plans, termination pay programs, sick leave plans, travel or accident insurance,
disability insurance, and contingent compensation plans including capital
accumulation programs, restricted stock programs, stock purchase programs and
stock option plans. Nothing in this Agreement will preclude the Company from
amending or terminating any of the plans or programs applicable to salaried
employees or senior executives. The Executive will be entitled to an annual paid
vacation of four weeks per year.

         E.       Automobile Allowance.

                  Executive shall receive an automobile allowance of $______ per
month.


                                    SECTION V
                                BUSINESS EXPENSES

         The Company will reimburse the Executive for all reasonable travel and
other expenses incurred by the Executive in connection with the performance of
his duties and obligations under this Agreement.


                                   SECTION VI
                                   DISABILITY

         A.       Payments; Vesting of Options Upon Disability

                  In the event of disability of the Executive during the period
of Employment, the Company will continue to pay the Executive according to the
compensation provisions of this Agreement during the period of his disability,
until such time as the Executive's long-term disability insurance benefits are
available. However, in the event the Executive is disabled for a continuous
period of six (6) months after the Executive first becomes disabled, the Company
may terminate the employment of the Executive. Upon such termination, ordinary
compensation will no longer be paid, except for earned but unpaid Base Salary
and any Annual Incentive Award that would be payable on a pro-rated basis for
the year in which the disability occurred. In the event of such termination, all
unvested stock options held by the Executive shall be deemed fully vested on the
date of such termination. The term "disability" shall, for the purposes of this
Agreement, have the same meaning as under any disability insurance provided to
the Executive pursuant to this Agreement or otherwise.




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         B.       Assistance to the Company

                  During the period the Executive is receiving payments of
either regular compensation or disability insurance described in this Agreement
and as long as he is physically and mentally able to do so, the Executive will
furnish information and assistance to the Company and from time to time will
make himself available to the Company to undertake assignments consistent with
his prior position with the Company and his physical and mental health.


                                   SECTION VII
                                      DEATH

         In the event of the death of the Executive during the Period of
Employment, the Company's obligation to make payments under this Agreement shall
cease as of the date of death, except for earned but unpaid Base Salary and
Incentive Compensation Awards which will be paid on a pro-rated basis for that
year. The Executive's designated beneficiary will be entitled to receive the
proceeds of any life or other death benefit programs provided in this Agreement.


                                  SECTION VIII
                       EFFECT OF TERMINATION OF EMPLOYMENT

         A.       Termination Without Cause

                  If the Company terminates Executive's employment Without
Cause, as defined in this Agreement, the Company will pay the Executive in a
lump sum upon such Termination an amount equal to ___% of his annual Base
Salary. Earned but unpaid Base Salary will be paid in a lump sum at the time of
such termination. The benefits and perquisites described in this Agreement as in
effect at the date of termination of employment will be continued for twelve(12)
months upon such termination. If the Executive's employment terminates Without
Cause, or pursuant to Section XI, all stock options ("Options") granted to the
Executive under the Plan or under any other stock option program or plan shall
be deemed vested, and the Company shall cause the Options to remain exercisable
for twelve (12) months from the date of termination.

         B.       Termination With Cause.

                  If the Company terminates Executive With Cause, earned but
unpaid Base Salary will be paid on a pro-rated basis for the year in which the
termination occurs. No other payments will be made or benefits provided by the
Company.


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         C.       Effect of Certain Terminations

                  Upon termination of the Executive's employment for reasons
other than due to death, disability, or pursuant to Paragraph A of this Section
or Section XI, or upon Executive's resignation (other than in connection with a
Change in Control), the Period of Employment and the Company's obligation to
make payments under this Agreement will cease as of the date of the termination
except as expressly defined in this Agreement.

         D.       Definitions

                  For this Agreement, the following terms have the following
meanings:

                           1.       Termination "With Cause" means termination
of the Executive's employment by the Company's Board of Directors acting in good
faith by the Company by written notice to the Executive specifying the event
relied upon for such termination, due to the Executive's serious, willful
misconduct with respect to his duties under this Agreement, including, but not
limited to, conviction for a felony or perpetration of a common law fraud, which
has resulted or is likely to result in material economic damage to the Company.

                           2.       Termination "Without Cause" means
termination by the Company of the Executive's employment other than due to
death, disability, termination With Cause, or pursuant to Section XI.


                                   SECTION IX
                      OTHER DUTIES OF THE EXECUTIVE DURING
                       AND AFTER THE PERIOD OF EMPLOYMENT

         A.       Cooperation During and After Employment

                  The Executive will, with reasonable notice during or after the
Period of Employment, furnish information as may be in his possession and
cooperate with the Company as may reasonable be requested in connection with any
claims or legal actions in which the Company is or may become a party.

         B.       Confidential Information

                  The Executive recognizes and acknowledges that all information
pertaining to the affairs, business, clients, customers or other relationships
of the Company, as hereinafter defined, is confidential and is a unique and
valuable asset of the Company. Access to and knowledge of this information are
essential to the performance of the Executive's duties under this Agreement. The
Executive will not during the Period of

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Employment or after, except to the extent reasonably necessary in performance of
the duties under this Agreement, give to any person, firm, association,
corporation or governmental agency any information concerning the affairs,
business, clients, customers or other relationships of the Company, except as
required by law. The Executive will not make use of this type of information for
his own purposes or for the benefit of any person or organization other than the
Company. The Executive will also use his best efforts to prevent the disclosure
of this information by others. All records, memoranda, etc, relating to the
business of the Company, whether made by the Executive or otherwise coming into
his possession, are confidential and will remain the property of the Company.

         C.       Certain Restricted Activities

                  During the Period of Employment and for a twelve (12) month
period thereafter, the Executive will not use his status with the Company to
obtain loans, goods or services from another organization on terms that would
not be available to him in the absence of his relationship to the Company.
During the Period of Employment and for a twelve (12) month period following
termination of the Period of Employment, other than termination Without Cause:
the Executive will not make any statements or perform any acts intended to
advance the interest of any existing or prospective competitors of the Company
in any way that will injure the interest of the Company; the Executive, without
prior express written approval by the Board of Directors of the Company, will
not directly or indirectly own or hold any proprietary interest in or be
employed by or receive compensation from any party engaged in the same or any
similar business in the same geographic areas the Company does business; and the
Executive, without express prior written approval form the Board of Directors,
will not solicit any members of the then current clients of the Company or
discuss with any employee of the Company information or operation of any
business intended to compete with the Company. For the purposes of the
Agreement, proprietary interest means legal or equitable ownership, whether
through stock holdings or otherwise, of a debt or equity interest (including
options, warrants, rights and convertible interest) in a business firm or
entity, or ownership of more than 5% of any class of equity interest in a
publicly-held company. The Executive acknowledges that the covenants contained
herein are reasonable as to geographic and temporal scope. For a twelve (12)
month period after termination of the Period of Employment for any reason, the
Executive will not directly or indirectly hire any employee of the Company or
solicit or encourage any such employee to leave the employ of the Company.

         D.       Remedies

                  The Executive acknowledges that his breach or threatened or
attempted breach of any provision of Section IX would cause irreparable harm to
the Company not compensable in monetary damages and that the Company shall be
entitled, in addition to all other applicable remedies, to a temporary and
permanent injunction and a decree for

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specific performance of the terms of Section IX without being required to prove
damages or furnish any bond or other security. The Executive hereby acknowledge
the necessity of protection against the competition of, and certain other
possible adverse actions by, the Executive and that the nature and scope of such
protection has been carefully considered by the parties. The period provided and
the area covered are expressly represented and agreed to be fair, reasonable and
necessary. If, however, any court or arbitrator determines that the restrictions
described herein are not reasonable, the court or arbitration panel may modify,
rewrite or interpret such restrictions to include as much of their nature and
scope as will render them enforceable.

         E.       Effect of Material Default

                  The Executive shall not be bound by the provisions of Section
IX in the event of the material default by the Company in its obligations under
this Agreement which are to be performed upon or after termination of this
Agreement.


                                    SECTION X
                           INDEMNIFICATION, LITIGATION

         The Company will indemnify the Executive to the fullest extent
permitted by the laws of the state of incorporation in effect at that time, or
certificate of incorporation and by-laws of the Company whichever affords the
greater protection to the Executive.


                                   SECTION XI
                                CHANGE IN CONTROL

         A.       Effect of Change in Control

                  In the event there is a Change in Control and within the six
month period following such event Executive is terminated, the Company shall pay
to the Executive in a lump sum upon such termination an amount equal to ___% of
his Base Salary in effect at the time of such termination and the greater of the
most recent Annual Incentive Award paid or earned by Executive or the Current
Annual Incentive Award target. In addition, any stock options granted to the
Executive prior to termination pursuant to the Plan, but subject to vesting
restrictions, will be fully vested upon a Change in Control whether or not the
Executive is terminated or resigns and shall remain exercisable for one year
following vesting. The benefits and perquisites described in this Agreement as
in effect at the date of termination of employment will also be continued for
twelve (12) months from the effective date of termination pursuant to a Change
of Control.



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         B.       Definition of Change in Control

                  A "Change in Control" shall be deemed to have occurred if (i)
a tender offer shall be made and consummated for the ownership of more than 50%
of the outstanding voting securities of the Company, (ii) the Company shall be
merged or consolidated with another corporation and as a result of such merger
or consolidation less than 50% of the outstanding voting securities of the
surviving or resulting corporation shall be owned in the aggregate by the former
shareholders of the Company, as the same shall have existed immediately prior to
such merger or consolidation, (iii) the Company shall sell all or substantially
all of its assets to another corporation which is not a wholly-owned subsidiary
or affiliate, (iv) as the result of, or in connection with, any contested
election for the Board of Directors of the Company, or any tender or exchange
offer, merger or business combination or sale of assets, or any combination of
the foregoing (a "Transaction"), the persons who were Directors of the Company
before the Transaction shall cease to constitute a majority of the Board of
Directors of the Company, or any successor thereto, or (v) a person, within the
meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date
hereof) of the Securities and Exchange Act of 1934 ("Exchange Act"), other than
any employee benefit plan then maintained by the Company, shall acquire more
than 50% of the outstanding voting securities of the company (whether directly,
indirectly, beneficially or of record). For purposes hereof, ownership of voting
securities shall take into account and shall include ownership as determined by
applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof)
pursuant to the Exchange Act.

         C.       Special Change in Control

                  In the event there is a Special Change in Control (as defined
below) and (i) the Executive then remains with the Company for the greater of
(a) eighteen months from the date of this Agreement and (b) for six months
following the Distribution Date (as defined below), and (ii) the Executive
elects to resign after remaining with the Company for such period (such election
shall be made on or before the expiration of such period), the Company shall pay
to the Executive in a lump sum upon such resignation an amount equal to 100% of
his Base Salary in effect at the time of such self termination. The benefits and
perquisites described in this Agreement as in effect at the date of such
resignation will be continued for twelve (12) months from the effective date of
the resignation.

         D.       Definition of Special Change In Control

                  A "Special Change in Control" shall be deemed to have occurred
if Counsel Corporation sells or distributes all or substantially all of its
shares of Company stock and shall be deemed to have occurred upon the date of
completion of the distribution of the shares of Company stock (the "Distribution
Date").


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                                   SECTION XII
                                WITHHOLDING TAXES

         The Company may directly or indirectly withhold from any payments under
this Agreement all federal , state, city or other taxes that shall be required
pursuant to any law or governmental regulation.


                                  SECTION XIII
                           EFFECTIVE PRIOR AGREEMENTS

         This Agreement contains the entire understanding between the Company
and the Executive with respect to the subject matter and supersedes any prior
employment , severance, or other similar agreements between the Company, its
predecessors, and its affiliates, and the Executive.


                                   SECTION XIV
                     CONSOLIDATION, MERGER OR SALE OF ASSETS

         Nothing in this Agreement shall preclude the Company from consolidating
or merging into or with, or transferring all or substantially all of its assets
to, another corporation which assumes this Agreement and all obligations and
undertakings of the company hereunder. Upon such a Consolidation, Merger or Sale
of Assets, the term "the Company" as used will mean the other corporation and
this Agreement shall continue in full force and effect. This Section XIV is not
intended to modify or limit the rights of the Executive hereunder, including
without limitation, the rights of Executive under Section XI.


                                   SECTION XV
                                  MODIFICATION

         This Agreement may not be modified or amended except in writing signed
by the parties. No term or condition of this Agreement will be deemed to have
been waived, except in Writing by the party charged with waiver. A waiver shall
operate only as to the specific term or condition waived and will not constitute
a waiver for the future or act on anything other than that which is specifically
waived.






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                                   SECTION XVI
                           GOVERNING LAW; ARBITRATION

         This Agreement has been executed and delivered in the State of Delaware
and its validity, interpretation, performance and enforcement shall be governed
by the laws of that state.

         Any dispute among the parties hereto shall be settled by arbitration in
accordance with the then applicable rules of the American Arbitration
Association and judgment upon the award rendered may be entered in any court
having jurisdiction thereof.


                                  SECTION XVII
                                     NOTICES

         All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been made when delivered or
mailed first-class postage prepaid by registered mail, return receipt requested,
or when delivered if by hand, overnight delivery service or confirmed facsimile
transmission, to the following:

                  (a)      If to the Company, at:

                           PharMerica, Inc.
                           3611 Queen Palm Drive
                           Tampa, Florida 33619

or at such other address as may have been furnished to the Executive by the
Company in writing, copy to Mark Manner, Harwell, Howard, Hyne, Gabbert &
Manner, P.C., 1800 First American Center, 315 Deaderick Street, Nashville,
Tennessee 37238; or

                  (b)      If to the Executive, at

                           ----------------------------

                           ----------------------------

or such other address as may have been furnished to the Company by the Executive
in writing.



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                                  SECTION XVIII
                                BINDING AGREEMENT

         This Agreement shall be binding on the parties' successors, heirs and
assigns.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.


                                            COMPANY

                                            PHARMERICA, INC.

                                            By:
                                               --------------------------------

                                            Title:
                                                  -----------------------------


                                            EXECUTIVE


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