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                                                                   EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT, dated as of January 7, 2002, by and among
ACCREDO HEALTH, INCORPORATED, a Delaware corporation (the "Company"), and STEVE
FITZPATRICK (the "Executive").

                                  WITNESSETH:

         WHEREAS, the Company desires to employ the Executive for the period
provided in this Agreement, and the Executive is willing to accept such
employment with the Company on a full-time basis, all in accordance with the
terms and conditions set forth below;

         NOW, THEREFORE, for and in consideration of the premises hereof and
the mutual covenants contained herein, the parties hereto hereby covenant and
agree as follows:

         1.       Employment.

                  (a)      The Company hereby employs the Executive, and the
                           Executive hereby accepts such employment with the
                           Company, for the period set forth in Section 2
                           hereof, all upon the terms and conditions
                           hereinafter set forth.

                  (b)      The Executive affirms and represents that she is
                           under no other obligation to any former employer or
                           other party which is in any way inconsistent with,
                           or which imposes any restriction upon, the
                           Executive's acceptance of employment hereunder with
                           the Company, the employment of the Executive by the
                           Company, or the Executive's undertakings under this
                           Agreement.

         2.       Term of Employment. Unless earlier terminated as hereinafter
provided, the term of the Executive's employment under this Agreement shall
initially be for a period beginning on the date hereof and ending August 31,
2004; provided that on September 1, 2004 and on each September 1 thereafter,
the term of the Executive's employment hereunder shall automatically be
extended for an additional one-year period unless, prior to such September 1,
2004, the Company shall have given the Executive, or the Executive shall have
given the Company, written notice that the Employment Term shall not be so
extended. The period commencing on the date hereof and ending on the earlier of
(i) the termination of Executive's employment hereunder, and (ii) the later of
August 31, 2004 or the expiration of all one-year extensions described in the
preceding sentence, is referred to herein as the Employment Term.

         If the Executive continues in the full-time employ of the Company
after the end of the Employment Term (it being expressly understood and agreed
that the Company does not now, nor hereafter shall have, any obligation to
continue the Executive in its employ whether or not on a full-time basis, after
said Employment Term ends), then, unless otherwise expressly agreed to by the
Executive and the Company in writing, the Executive's continued employment by
the Company after the Employment Term shall, notwithstanding anything to the
contrary expressed or implied herein, be terminable by the Company at will,
with or without cause and with or without notice, but shall in all other
respects be subject to the terms and conditions of this Agreement.

         3.       Duties. The Executive shall be employed as Senior Vice
President of the Company, shall, subject to the direction of the Board of
Directors of the Company (the "Board"), faithfully and

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competently perform such duties as inhere in such position and shall also
perform and discharge such other executive employment duties and
responsibilities consistent with her position as Senior Vice President as the
Board of Directors of the Company may from time to time reasonably prescribe,
including serving as Senior Vice President of one or more of the Company's
subsidiaries or affiliates. The Executive's primary workplace will be located
in Memphis, Tennessee. Except as set out herein or as may otherwise be approved
in advance by the Board, and except during vacation periods and reasonable
periods of absence due to sickness, personal injury or other disability,
personal affairs or non-profit public service activities, the Executive shall
devote her full time during normal business hours throughout the Employment
Term to the services required of her hereunder. The Executive shall render her
business services exclusively to the Companies (as defined in Section 6(a))
during the Employment Term and shall use her best efforts, judgment and energy
to improve and advance the business and interest of the Companies in a manner
consistent with the duties of her position.

         4.       Salary and Bonus.

                  (a)      Salary. As compensation for the performance by the
                           Executive of the services to be performed by the
                           Executive hereunder during the Employment Term, the
                           Company shall pay the Executive a base salary at the
                           annual rate of Two Hundred Five Thousand
                           ($205,000.00) Dollars (said amount being hereinafter
                           referred to as "Salary"). Any Salary payable
                           hereunder shall be paid in regular intervals (but in
                           no event less frequently than monthly) in accordance
                           with the Company's payroll practices from time to
                           time in effect. The Salary payable to the Executive
                           pursuant to this Section 4(a) shall be increased
                           annually, as of September 1, 2002 and each September
                           1 thereafter for the twelve-month period then
                           commencing, by an amount equal to (i) the annual
                           percentage increase in the Consumer Price Index for
                           Urban Consumers, All Items, Memphis, Tennessee Area,
                           for the most recent twelve-month period for which
                           such figures are then available as reported in the
                           Monthly Labor Review published by the Bureau of
                           Labor Statistics of the U. S. Department of Labor or
                           (ii) such higher amount as may be determined from
                           time to time by the Board in its sole discretion.

                  (b)      Bonus. The Executive will be entitled to receive
                           bonus compensation from the Company in respect of
                           each fiscal year (or portion thereof) occurring
                           during the Employment Term beginning with the year
                           which starts on July 1, 2001 provided that Executive
                           is employed by Company on the last day of said
                           fiscal year. The amount of such bonus compensation
                           is based on the extent to which the Company's
                           planned earnings per share established by the Board
                           for the corresponding period (the "Plan EPS") and
                           the Company's revenue target ("Revenue Target") have
                           been achieved, as set out on Exhibit A. Exhibit A
                           may be amended each fiscal year to reflect the Plan
                           EPS established by the Board for the then current
                           fiscal year. Exhibit A will be replaced with the
                           revised Exhibit A approved by the Board when and as
                           amended without the necessity of said amendment
                           being executed by the parties hereto.

                  (c)      Withholding, Etc. The payment of any Salary and
                           bonus hereunder shall be subject to applicable
                           withholding and payroll taxes, and such other
                           deductions as may be required by law or the
                           Company's employee benefit plans.

         5.       Other Benefits. During the Employment Term, the Executive
shall:


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                           (i)      be eligible to participate in employee
                                    fringe benefits and pension and/or profit
                                    sharing plans that may be provided by the
                                    Company for its senior executive employees
                                    in accordance with the provisions of any
                                    such plans, as the same may be in effect
                                    from time to time;

                           (ii)     be eligible to participate in any medical
                                    and health plans or other employee welfare
                                    benefit plans that may be provided by the
                                    Company for its senior executive employees
                                    in accordance with the provisions of any
                                    such plans, as the same may be in effect
                                    from time to time;

                           (iii)    be entitled to twenty-five paid vacation
                                    days in each calendar year beginning
                                    January 1, 2002, as well as all paid
                                    holidays given by the Company to its senior
                                    executive officers;

                           (iv)     be entitled to personal time off, sick
                                    leave, sick pay and disability benefits in
                                    accordance with any Company policy that may
                                    be applicable to senior executive employees
                                    from time to time; and

                           (v)      be entitled to reimbursement for all
                                    reasonable and necessary out-of-pocket
                                    business expenses incurred by the Executive
                                    in the performance of her duties hereunder
                                    in accordance with the Company's policies
                                    applicable thereto.

                  In addition, from the date hereof until the expiration of the
         Employment Term, the Company shall maintain term insurance coverage on
         the life of the Executive (excluding any such coverage provided for
         pursuant to the foregoing provisions of this Section 5) in the
         aggregate amount of $500,000, payable to that Executive's named
         beneficiaries in accordance with standard policy terms and conditions.

         6.       Confidential Information. The Executive hereby covenants,
agrees and acknowledges as follows:

                  (a)      The Executive has and will have access to and will
                           participate in the development of or be acquainted
                           with confidential or proprietary information and
                           trade secrets related to the business of the Company
                           and any other present or future subsidiaries or
                           affiliates of the Company (collectively, with the
                           Company, the "Companies"), including but not limited
                           to (i) customer and physician lists; patient
                           histories, patient identities and related records
                           and compilations of information; the identify, lists
                           or descriptions of any new customers or physicians,
                           referral sources or organizations; financial
                           statements; cost reports or other financial
                           information; contract proposals or bidding
                           information; business plans; training and operations
                           methods and manuals; personnel records; software
                           programs; reports and correspondence; premium
                           structures; and management systems, policies or
                           procedures, including related forms and manuals;
                           (ii) information pertaining to future developments
                           such as future marketing or acquisition plans or
                           ideas, and potential new business locations and new
                           suppliers and (iii) all other tangible and
                           intangible property, which are used in the business
                           and operations of the Companies but not made public.
                           The information and trade secrets relating to the
                           business of the Companies and described hereinabove
                           in this paragraph (a) are hereinafter referred to


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                           collectively as the "Confidential Information",
                           provided that the term Confidential Information
                           shall not include any information (x) that is or
                           become generally publicly available (other than as a
                           result of violation of this Agreement by the
                           Executive) or (y) that the Executive receives on a
                           nonconfidential basis from a source (other than the
                           Companies or their representatives) that is not
                           known by her to be bound by an obligation of secrecy
                           or confidentiality to any of the Companies.

                  (b)      The Executive shall not disclose, use or make known
                           for her or another's benefit any Confidential
                           Information or use such Confidential Information in
                           any way except as is in the best interests of the
                           Companies in the performance of the Executive's
                           duties under this Agreement. The Executive may
                           disclose Confidential Information when required by a
                           third party and applicable law or judicial process,
                           but only after providing (i) notice to the Company
                           of any third party's request for such information,
                           which notice shall include the Executive's intent
                           with respect to such request, and (ii) sufficient
                           opportunity for the Company to challenge or limit
                           the scope of the disclosure on behalf of the
                           Companies, the Executive or both.

                  (c)      The Executive acknowledges and agrees that a remedy
                           at law for any breach or threatened breach of the
                           provisions of this Section 6 would be inadequate
                           and, therefore, agrees that the Companies shall be
                           entitled to injunctive relief in addition to any
                           other available rights and remedies in case of any
                           such breach or threatened breach; provided, however,
                           that nothing contained herein shall be construed as
                           prohibiting the Companies from pursuing any other
                           rights and remedies available for any such breach or
                           threatened breach.

                  (d)      The Executive agrees that upon termination of her
                           employment with the Company for any reason, the
                           Executive shall forthwith return to the Company all
                           Confidential Information in whatever form maintained
                           (including, without limitation, computer discs and
                           other electronic media).

                  (e)      The obligations of the Executive under this Section
                           6 shall, except as otherwise provided herein,
                           survive the termination of the Employment Term and
                           the expiration or termination of this Agreement.

                  (f)      Without limiting the generality of Section 10
                           hereof, the Executive hereby expressly agrees that
                           the foregoing provisions of this Section 6 shall be
                           binding upon the Executive's heirs, successors and
                           legal representatives.

         7.       Termination.

                  (a)      The Executive's employment hereunder shall be
                           terminated upon the occurrence of any of the
                           following:

                           (i)      death of the Executive;

                           (ii)     The Executive's inability to perform her
                                    duties on account of disability or
                                    incapacity for a period of one hundred
                                    eight (180) or more days,


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                                    whether or not consecutive, within any
                                    period of twelve (12) consecutive months;

                           (iii)    the Company giving written notice, at any
                                    time, to the Executive that the Executive's
                                    employment is being terminated "for cause"
                                    (as defined below);

                           (iv)     the Company giving written notice, at any
                                    time, to the Executive that the Executive's
                                    employment is being terminated other than
                                    pursuant to clause (i), (ii) or (iii)
                                    above; or

                           (v)      the Executive giving written notice, at any
                                    time, to the Company that the Executive is
                                    terminating her employment for "good
                                    reason" (as defined below).

                  The following actions, failures and events by or affecting
the Executive shall constitute "cause" for termination within the meaning of
clause (iii) above: (A) an indictment for or conviction of the Executive of, or
the entering of a plea of nolo contendere by the Executive with respect to,
having committed a felony, (B) acts of fraud or criminal conduct by the
Executive that are detrimental to the financial condition or business
reputation of one or more of the Companies, (C) acts or omissions by the
Executive that the Executive knew were likely to damage the business of one or
more of the Companies, (D) willful failure by the Executive to perform, or
willful disregard by the Executive of, her obligations hereunder or otherwise
relating to her employment, or (E) willful failure by the Executive to obey the
reasonable and lawful policies or orders of the Board that are consistent with
the provisions of this Agreement. For purposes of this Agreement, the Executive
shall not be deemed to have been terminated for cause unless and until there
shall have been delivered to the Executive a copy of a resolution, duly adopted
by the Board, stating that, in the good faith opinion of the Board, the
Executive is guilty of an action or omission that constitutes cause and
specifying the particulars thereof in reasonable detail. Before adopting any
such resolution, the Board shall offer the Executive, upon reasonable written
notice (which need not exceed two days), an opportunity for her together with
her counsel, to be heard by the Board.

                  The following circumstances shall constitute "good reason"
for termination within the meaning of clause (v) above: (I) the assignment to
the Executive of duties that are materially inconsistent with the Executive's
position or with her authority, duties or responsibilities as contemplated by
Section 3 of this Agreement, or any other action by the Company or its
successors which results in a material diminution or material adverse change in
the Executive's title, position, authority, duties or responsibilities, (II)
any material breach by the Company or its successors of any provision of this
Agreement, (III) a relocation of the Executive's primary workplace without her
written consent to any location other than the one described in Section 3
hereof, or (IV) the Company fails to continue in effect any cash or stock-based
incentive or bonus plan, retirement plan, welfare benefit plan or other benefit
plan, unless the aggregate value of all such compensation, retirement and
benefit plans provided to the Executive after the changes is not less than the
aggregate value of the plans as of the date before such plans are changed.

                  (b)      In the event that (A) the Executive's employment is
                           terminated pursuant to clause (iv) or (v) of Section
                           7(a) above, whether during the Employment Term or
                           during any continuation of employment pursuant to
                           Section 2 above, or (B) Executive shall resign her
                           employment within twelve (12) months following a
                           Change in Control, the Company shall pay to the
                           Executive, as severance pay or liquidated


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                           damages or both, bi-monthly payments at the rate per
                           annum of her Salary at the time of such termination
                           or resignation for a period from the date of such
                           termination to the first anniversary of such
                           termination or resignation. The Executive shall
                           continue to participate in the medical, dental,
                           life, accident and disability benefit plans and
                           arrangements of the Company as provided in Section 5
                           and on the same basis and at the same cost to
                           Executive as on the date of termination until the
                           earlier of (x) the first anniversary of such
                           termination or resignation, or (y) the date the
                           Executive becomes covered by a plan that provides
                           coverage or benefits at least equal to the Company's
                           plan. In addition, to the extent that Executive is
                           not then 100% vested in any employer matching
                           contribution and earnings thereon allocated to her
                           account in the Company's 401(k) Plan, and said
                           non-vested amount is forfeited, the Company will pay
                           Executive a lump sum amount on the date of such
                           forfeiture equal to the non-vested forfeited amount.

                  (c)      For purposes of this Agreement, "Change in Control"
                           means and includes each of the following:

                                    (1)      The acquisition by any individual,
                           entity or group (within the meaning of Section
                           13(d)(3) or 14(d)(2) of the 1934 Act) (a "Person")
                           of beneficial ownership (within the meaning of Rule
                           13d-3 promulgated under the 1934 Act) of 50% or more
                           of the combined voting power of the then outstanding
                           voting securities of the Company entitled to vote
                           generally in the election of directors (the
                           "Outstanding Corporation Voting Securities");
                           provided, however, that for purposes of this
                           subsection (1), the following acquisitions shall not
                           constitute a Change of Control: (i) any acquisition
                           directly from the Company, (ii) any acquisition by
                           the Company, (iii) any acquisition by any employee
                           benefit plan (or related trust) sponsored or
                           maintained by the Company or any corporation
                           controlled by the Company, or (iv) any acquisition
                           by any corporation pursuant to a transaction which
                           complies with clauses (i), (ii) and (iii) of
                           subsection (3) of this definition; or

                                    (2)      Individuals who, as of the date of
                           this Agreement, constitute the Board (the "Incumbent
                           Board") cease for any reason to constitute at least
                           a majority of the Board; provided, however, that any
                           individual becoming a director subsequent to the
                           Effective Date whose election, or nomination for
                           election by the Company's stockholders, was approved
                           by a vote of at least a majority of the directors
                           then comprising the Incumbent Board shall be
                           considered as though such individual were a member
                           of the Incumbent Board, but excluding, for this
                           purpose, any such individual whose initial
                           assumption of office occurs as a result of an actual
                           or threatened election contest with respect to the
                           election or removal of directors or other actual or
                           threatened solicitation of proxies or consents by or
                           on behalf of a Person other than the Board; or

                                    (3)      Consummation of a reorganization,
                           merger or consolidation or sale or other disposition
                           of all or substantially all of the assets of the
                           Company (a "Business Combination"), in each case,
                           unless, following such Business Combination, (i) all
                           or substantially all of the individuals and entities
                           who were the beneficial owners of the Outstanding
                           Corporation Voting Securities immediately prior to
                           such Business Combination beneficially own, directly
                           or


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                           indirectly, more than 50% of the combined voting
                           power of the then outstanding voting securities
                           entitled to vote generally in the election of
                           directors of the Company resulting from such
                           Business Combination (including, without limitation,
                           a corporation which as a result of such transaction
                           owns the Company or all or substantially all of the
                           Company's assets either directly or through one or
                           more subsidiaries) in substantially the same
                           proportions as their ownership, immediately prior to
                           such Business Combination of the Outstanding
                           Corporation Voting Securities, and (ii) no Person
                           (excluding any corporation resulting from such
                           Business Combination or any employee benefit plan
                           (or related trust) of the Company or such
                           corporation resulting from such Business
                           Combination) beneficially owns, directly or
                           indirectly, 50% or more of the combined voting power
                           of the then outstanding voting securities of such
                           corporation except to the extent that such ownership
                           existed prior to the Business Combination, and (iii)
                           at least a majority of the members of the board of
                           directors of the corporation resulting from such
                           Business Combination were members of the Incumbent
                           Board at the time of the execution of the initial
                           agreement, or of the action of the Board, providing
                           for such Business Combination; or

                                    (4)      Approval by the stockholders of the
                           Company of a complete liquidation or dissolution of
                           the Company.

                  (d)      Notwithstanding anything to the contrary expressed
                           or implied herein, except as required by applicable
                           law and except as set forth in Section 7(b) above,
                           the Company (and its affiliates) shall not be
                           obligated to make any payments to the Executive or
                           on her behalf of whatever kind or nature by reason
                           of the Executive's cessation of employment
                           (including, without limitation, by reason of
                           termination of the Executive's employment by the
                           Company for "cause"), other than (i) such amounts,
                           if any, of her Salary as shall have accrued and
                           remained unpaid as of the date of said cessation,
                           (ii) such other amounts, if any, which may be then
                           otherwise payable to the Executive pursuant to
                           clause (v) of Section 5 above, and (iii) any amounts
                           owed or obligations to the Executive pursuant to the
                           terms of any option or other stock-based award
                           granted to her by the Company.

                  (e)      No interest shall accrue on or be paid with respect
                           to any portion of any payments timely made
                           hereunder.

         8.       Non-Assignability.

                  (a)      Neither this Agreement nor any right or interest
                           hereunder shall be assignable by the Executive or
                           her beneficiaries or legal representatives without
                           the Company's prior written consent; provided,
                           however, that nothing in this Section 8(a) shall
                           preclude the Executive from designating a
                           beneficiary to receive any benefit payable hereunder
                           upon her death or incapacity. Neither this Agreement
                           nor any right or interest hereunder shall be
                           assignable by the Company; provided, however, that
                           notwithstanding the foregoing, this Agreement and
                           the Company's rights and interests hereunder may be
                           assigned by the Company pursuant to a merger or
                           consolidation in which the Company is not the
                           continuing entity, or the sale or liquidation of all
                           or substantially all of the assets of the Company,
                           provided that (i) the assignee or transferee is the
                           successor to all or substantially


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                           all of the assets of the Company and (ii) such
                           assignee or transferee assumes the liabilities,
                           obligations and duties of the Company, as contained
                           in this Agreement, either contractually or as a
                           matter of law.

                  (b)      Except as required by law, no right to receive
                           payments under this Agreement shall be subject to
                           anticipation, commutation, alienation, sale,
                           assignment, encumbrance, charge, pledge, or
                           hypothecation or to exclusion, attachment, levy or
                           similar process or to assignment by operation of
                           law, and any attempt, voluntary or involuntary, to
                           effect any such action shall be null, void and of no
                           effect.

         9.       Restrictive Covenants

                  (a)      Competition. During the Employment Term, during any
                           continuation of employment pursuant to Section 2
                           above and during the twelve (12) month period
                           following termination of the Executive's employment
                           with the Company for any reason, provided that
                           payments, if any, required pursuant to Section 7(b)
                           hereof are made in full and in a timely fashion, the
                           Executive will not directly or indirectly (as a
                           director, officer, executive employee, manager,
                           consultant, independent contractor, advisory or
                           otherwise) engage in competition with, or own any
                           interest in, perform any services for, participate
                           in or be connected with any business or organization
                           which engages in competition with any of the
                           Companies within the meaning of Section 9(d),
                           provided, however, that the provisions of this
                           Section (a) shall not be deemed to prohibit the
                           Executive's ownership of not more than two percent
                           (2%) of the total shares of all classes of stock
                           outstanding of any publicly held company, or
                           ownership, whether through direct or indirect
                           stockholding or otherwise, of one percent (1%) or
                           more of any other business.

                  (b)      Non-Solicitation. During the Employment Term, during
                           any continuation of employment pursuant to Section 2
                           above and during the twelve (12) month period
                           following termination of the Executive's employment
                           with the Company for any reason, provided that
                           payments, if any, required pursuant to Section 7(b)
                           hereof are made in full and in a timely fashion, the
                           Executive will not knowingly directly or indirectly
                           induce or attempt to induce any employee of any of
                           the Companies to leave the employ of any of the
                           Companies or of their subsidiaries or affiliates, or
                           in any way interfere with the relationship between
                           any of the Companies and any employee thereof.

                  (c)      Non-Interference. During the twelve (12) month
                           period following termination of the Executive's
                           employment with the Company for any reason, provided
                           that payments, if any, required pursuant to Section
                           7(b) hereof are made in full and in a timely
                           fashion, the Executive will not directly or
                           indirectly hire, engage, send any work to, place
                           orders with, or in any manner be associated with any
                           business entity which, during the period of twelve
                           months preceding or following such termination of
                           employment, was among the five largest suppliers of
                           the Company by dollar volume.

                  (d)      Certain Definitions. For purposes of this Section 9,
                           a person or entity (including without limitation,
                           the Executive) shall be deemed to be a competitor of
                           one or


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                           more of the Companies, or a person or entity
                           (including, without limitation, the Executive) shall
                           be deemed to be engaging in competition with one or
                           more of the Companies, if, at the time of
                           determination, such person or entity (A) engages in
                           any business engaged in or proposed to be engaged in
                           by any of the Companies, or (B) in any way conducts,
                           operates, carries out or engages in the business of
                           managing any entity engaged in any business
                           described in clause (A), in each case, in any state
                           of the United States of America, excluding, however,
                           during any period following the termination of the
                           Executive's employment with the Company, (x) any
                           business or any state in which none of the Companies
                           was engaged or had proposed to be engaged at the
                           time of termination of the Executive's employment
                           with the Company, and (y) after termination of the
                           Executive's employment, any business which was not,
                           prior to such termination, directly or indirectly
                           supervised by the Executive of the executive
                           management team of which Executive is a part.

                  (e)      Certain Representations of the Executive. In
                           connection with the foregoing provisions of this
                           Section 9, the Executive represents that her
                           experience, capabilities and circumstances are such
                           that such provisions will not prevent her from
                           earning a livelihood. The Executive further agrees
                           that the limitations set forth in this Section 9
                           (including, without limitation, time and territorial
                           limitations) are reasonable and properly required
                           for the adequate protection of the current and
                           future businesses of the Companies. It is understood
                           and agreed that the covenants made by the Executive
                           in this Section 9 shall survive the expiration or
                           termination of this Agreement.

                  (f)      Injunctive Relief. The Executive acknowledges and
                           agrees that a remedy at law for any breach or
                           threatened breach of the provisions of Section 9
                           hereof would be inadequate and, therefore, agrees
                           that the Company and any of its subsidiaries or
                           affiliates shall be entitled to injunctive relief in
                           addition to any other available rights and remedies
                           in cases of any such breach or threatened breach;
                           provided, however, that nothing contained herein
                           shall be construed as prohibiting the Company or any
                           of its affiliates from pursuing any other rights and
                           remedies available for any such breach or threatened
                           breach.

         10.      Indemnity. To the maximum extent permitted by applicable law
and the charter and by-laws of the Company, the Company shall indemnify the
Executive and hold her harmless; for any acts or decisions made by her in good
faith while performing services for the Company or any of its subsidiaries or
affiliates. Company will use reasonable best efforts to maintain, and after
termination to continue, coverage for Executive under director's and officer's
liability coverage to the same extent as other current or former officers and
directors of the Company and its subsidiaries or affiliates. The Company will,
to the extent provided by its charter and by-laws and applicable law, advance
or pay all expenses, including attorney's fees actually and necessarily
incurred by the Executive in connection with the defense of any action, suit or
proceeding arising out of Executive's service for the Company and in connection
with any appeal thereon, including the cost of court settlements.

         11.      No Mitigation. In the event of Executive's resignation or
termination of the Executive's employment under Section 7, the Executive shall
be under no obligation to seek other employment and there shall be no offset
against any amounts due the Executive under this Agreement on account of any
remuneration attributable to any subsequent employment that the Executive may
obtain.


                                       9

<PAGE>

         12.      Binding Effect. Without limiting or diminishing the effect of
Section 8 hereof, this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, successors, legal
representatives and assigns.

         13.      Notices. All notices which are required or may be given
pursuant to the terms of this Agreement shall be in writing and shall be
sufficient in all respects if given in writing and (i) delivered personally,
(ii) mailed by certified or registered mail, return receipt requested and
postage prepaid, (iii) sent via a nationally recognized overnight courier or
(iv) sent via facsimile confirmed in writing to the recipient, if to the
Company at the Company's principal place of business, and if to the Executive,
at her home address most recently filed with the Company, or to such other
address or addresses as either party shall have designated in writing to the
other party hereto.

         14.      Enforcement. Any dispute arising under this Agreement shall,
at the election of either party, be resolved by final and binding arbitration
to be held in Memphis, Tennessee in accordance with the rules and procedures of
the American Arbitration Association. Judgment upon the award entered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.

         15.      Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of Tennessee.

         16.      Severability. The Executive agrees that in the event that any
court of competent jurisdiction shall finally hold that any provision of
Section 6 or 9 hereof is void or constitutes an unreasonable restriction
against the Executive, the provisions of such Section 6 or 9 shall not be
rendered void but shall apply with respect to such extent as such court may
judicially determine constitutes a reasonable restriction under the
circumstances. If any part of this Agreement other than Section 6 or 9 is held
by a court or competent jurisdiction to be invalid, illegal or incapable of
being enforced in whole or in part by reason of any rule of law or public
policy, such part shall be deemed to be severed from the remainder of this
Agreement for the purpose only of the particular legal proceedings in question
and all other covenants and provisions of this Agreement shall in every other
respect continue in full force and effect and no covenant or provision shall be
deemed dependent upon any other covenant or provision.

         17.      Waiver. Failure to insist upon strict compliance with any of
the terms, covenants or conditions hereof shall not be deemed a waiver of such
term, covenant or condition, nor shall any waiver or relinquishment of any
right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.

         18.      Entire Agreement; Modifications. This Agreement constitutes
the entire and final expression of the agreement of the parties with respect to
the subject matter hereof and supersedes all prior agreements, oral and
written, between the parties hereto with respect to the subject matter hereof.
This Agreement may be modified or amended only by an instrument in writing
signed by both parties hereto.

         19.      Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


                                      10

<PAGE>

         IN WITNESS WHEREOF, the Company and the Executive have duly executed
and delivered this Agreement as of the date and year first above written.


                                       ACCREDO HEALTH, INCORPORATED



                                       By: /s/ David D. Stevens
                                          --------------------------------------
                                          David D. Stevens
                                          Chief Executive Officer



                                          /s/ Steve Fitzpatrick
                                          --------------------------------------
                                          STEVE FITZPATRICK


                                      11



<PAGE>



                                    EXHIBIT A
                          ACCREDO HEALTH, INCORPORATED
                       BONUS SCHEDULE FOR FISCAL YEAR 2002
<TABLE>
<CAPTION>


EPS             EPS            NET                REVENUE        BONUS POTENTIAL
DILUTED         GROWTH         REVENUE            GROWTH         75%
--------------------------------------------------------------------------------
<S>             <C>            <C>                <C>            <C>
$ .87            36%            $564.0              20%              15.0%
  .89            40%            $578.0              23%              30.0%
  .91            44%            $592.0              26%              45.0%
  .94            50%            $612.0              31%              52.5%
  .96            54%            $626.0              33%              60.0%
  .98            57%            $639.0              36%              67.5%
 1.00            60%            $653.0              39%              75.0%

</TABLE>