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                                                                   Exhibit 10.23


                                  AMENDMENT TO


                          SALARY CONTINUATION AGREEMENT



                            JON OUTCALT ("EMPLOYEE")


         THIS Amendment to the Salary Continuation Agreement ("Agreement") is
made as of this 21 day of August, 2001 by and between NCS HealthCare, Inc., an
Ohio corporation (hereinafter referred to as the "Company"), and the above named
Employee.

         WHEREAS, the Board of Directors of the Company (the "Board") previously
determined that it is in the best interests of the Company and its shareholders
to assure that the Company will have the continued dedication of the Employee,
notwithstanding the possibility, threat, or occurrence of a Change of Control of
the Company; and

         WHEREAS, the Board believes it is imperative to provide the Employee
with compensation arrangements upon a Change of Control which provide the
Employee with individual financial security and which are competitive with those
of other corporations; and

         WHEREAS, in order to accomplish these objectives, the Board caused the
Company to enter into the Agreement with the Employee dated as of the 29 day of
September, 2000; and

         WHEREAS, the Board believes that in order to assure the Employee's full
attention and dedication to the Company currently and in the event of any change
of control which would involve the bankruptcy or insolvency of the Company, it
is necessary to amend certain provisions of the Agreement, including extending
the term of the compensation arrangements and amending the definition of Change
of Control.

         NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows:

         1.       Section 1.2 shall be amended by the addition of the following
                  new Section 1.2(d):

                  (d)      The adjudication of the Company as a debtor or the
                           Company having entered against it an order for relief
                           under Title 11 of the United States Code, as the same
                           may be amended from time to time; the Company's
                           filing of a voluntary petition in bankruptcy or the
                           Company's filing of a petition or an answer seeking
                           reorganization or an arrangement with creditors or
                           seeking to take advantage of any other law (whether
                           federal or state) relating to relief of debtors, or
                           the


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                           Company's admission (by answer, by default or
                           otherwise) the material allegations of a petition
                           filed against it in any bankruptcy, reorganization,
                           insolvency or other proceeding (whether federal or
                           state) relating to relief of debtors; or the
                           Company's suffering or permitting to continue
                           unstayed and in effect for thirty (30) consecutive
                           days any judgment, decree or order entered by a court
                           of competent jurisdiction, which approves a petition
                           seeking its reorganization or appointment of a
                           receiver, custodian, trustee, interim trustee or
                           liquidator of all or a substantial part of its assets
                           (any and all of the foregoing shall hereinafter be
                           referred to as an "Insolvency Change of Control").

         2.       Section 3.1 is amended to read as follows:

                  WITHOUT CAUSE. If, at any time prior to the earlier of (i) the
                  date that is twelve (12) months subsequent to the Effective
                  Date, or (ii) the Employee's Normal Retirement Date (the
                  "Salary Continuation Period"), the Company shall terminate the
                  Employee's employment other than for Cause, Disability, or
                  death or if the Employee shall terminate his employment for
                  Good Reason ("Without Cause Termination"):

                  (a)      The Company shall continue pay to the Employee in
                           accordance with its normal payroll practices the
                           Employee's base salary at an annual rate equal to the
                           greater of the Employee's (i) highest monthly base
                           salary paid or payable by the Company during the
                           twelve-month period immediately preceding the
                           Effective Date, or (ii) the highest monthly salary
                           paid or payable by the Company at any time from the
                           90-day period preceding the Effective Date through
                           the Date of Termination (the "Highest Base Salary"),
                           for the shorter of (x) twenty-four (24) months
                           following the Date of Termination, or (y) until the
                           Employee's Normal Retirement Date (the "Salary
                           Continuation Period").

                  (b)      For the remainder of the Salary Continuation Period,
                           or such longer period as any plan, program, practice
                           or policy may provide, the Company shall continue to
                           provide health insurance, life insurance and
                           retirement benefits to the Employee and/or the
                           Employee's family at least equal to those which would
                           have been provided to them if the Employee's
                           employment had not been terminated, in accordance
                           with the most favorable plans, practices, programs or
                           policies of the Company and its subsidiaries during
                           the 90-day period immediately preceding the Effective
                           Date or, if more favorable to the Employee, as in
                           effect at any time thereafter with respect to other
                           key employees and their families and for purposes of
                           eligibility for retirement benefits pursuant to such
                           plans, practices, programs and policies, the Employee
                           shall be considered to have remained employed until
                           the end of the Salary Continuation Period and to have
                           retired on the last day of such period.
                           Notwithstanding the foregoing, the Employee shall
                           have no right to participate in any bonus plan of the
                           Company subsequent to the Date of Termination.

         3.       Section 3 is amended by the addition of the following new
                  Sections 3.5 at the end thereof:


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                  3.5      WITHOUT CAUSE FOLLOWING INSOLVENCY CHANGE OF CONTROL.

                  (a)      Notwithstanding anything herein to the contrary, in
                           the event of an Insolvency Change of Control: (i) if
                           the Employee incurs a Without Cause Termination prior
                           to the earlier of (A) the date that is twenty-four
                           (24) months subsequent to the Effective Date or (B)
                           the Employee's Normal Retirement Date, or (ii) if the
                           Employee incurs a Without Cause termination at any
                           time during the pendency of the case constituting the
                           Insolvency Change of Control, the Company shall pay
                           to the Employee a lump sum amount equal to his
                           "Highest Base Salary" multiplied by twenty-four (24)
                           months (the "Insolvency Salary Continuation Period").
                           Such lump sum distribution shall be subject to
                           employment and income tax withholding and shall be
                           paid as soon as practicable following the Employee's
                           Date of Termination.

                  (b)      For the remainder of the Insolvency Salary
                           Continuation Period, or such longer period as any
                           plan, program, practice or policy may provide, the
                           Company shall continue to provide health insurance,
                           life insurance and retirement benefits to the
                           Employee and/or the Employee's family at least equal
                           to those which would have been provided to them if
                           the Employee's employment had not been terminated, in
                           accordance with the most favorable plans, practices,
                           programs or policies of the Company and its
                           subsidiaries during the 90-day period immediately
                           preceding the Effective Date or, if more favorable to
                           the Employee, as in effect at any time thereafter
                           with respect to other key employees and their
                           families and for purposes of eligibility for
                           retirement benefits pursuant to such plans,
                           practices, programs and policies, the Employee shall
                           be considered to have remained employed until the end
                           of the Insolvency Salary Continuation Period and to
                           have retired on the last day of such period.
                           Notwithstanding the foregoing, the Employee shall
                           have no right to participate in any bonus plan of the
                           Company subsequent to the Date of Termination.

         4.       Section 7 is amended by the addition of the following new
                  Section 7(h) at the end thereof:

                  (h)      Payment of salary continuation benefits pursuant to
                           any provision of this Agreement shall not be
                           duplicated under any other provision of this
                           Agreement.

Capitalized terms not defined herein shall have the meanings described to them
in the Agreement.

All other provisions of the Agreement shall remain unchanged.



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         IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this Amendment to be effective on the day and year first above written.

EMPLOYEE                            NCS HEALTHCARE, INC.


-------------------------           --------------------------------------
Jon Outcalt                         Kevin B. Shaw,
                                    President and Chief Executive Officer





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