EXHIBIT 10-Q(ii)

                            SECOND AMENDMENT TO THE
                   PROFIT SHARING PLAN OF PRIORITY HEALTHCARE
                           CORPORATION AND AFFILIATES

WHEREAS, Priority Healthcare Corporation (the "Company") established the Profit
Sharing Plan of Priority Healthcare Corporation and Affiliates (the "Plan)
originally effective on January 1, 1999 in the PRISM(R) Non-Standardized
Prototype Plan as provided by the Trustee; and

WHEREAS, the Company in the original Adoption Agreement provided that
Discretionary Profit Sharing Contributions would be made to Participants who had
completed a Year of Service but in the First Amendment lowering the service
requirement for 401(k) contributions it was mistakenly changed to 3 Months of
service; and

WHEREAS, the Company desires to change those requirements effective as of
January 1, 1999 to provide that Profit Sharing Contributions be allocated, paid
to the Plan and allocated to Participants who have completed a Year of Service
when an Employee becomes a Participant in the Plan for purposes of receiving a
Profit Sharing allocation; and

WHEREAS, the Company acquired a firm operating under the name of Supplies
Unlimited on September 10, 1999, and desires to give the former employees of
Supplies Unlimited credit for their service with Supplies Unlimited for purposes
of eligibility and vesting in future Employer Contributions, effective October
1, 1999.

NOW THEREFORE,

BE RESOLVED, that, effective January 1, 1999, the Company amends the Adoption
Agreement provisions of Item B.6.a. of the Adoption Agreement to provide as
follows:

B. BASIC PLAN PROVISION:

        ...

        6. ELIGIBILITY:

                An Employee covered by the Plan may become a Participant upon
                completion of the following eligibility requirements:

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               a.    SERVICE:

                     i.       There shall be no minimum service requirement for
                              an Employee to become a Participant.

                     ii. X    The Employee must complete 1 Year of Service (not
                              more than 2 years) to be a Participant for
                              purposes of receiving allocations of Employer
                              Profit Sharing Contributions.

AND BE IF FURTHER RESOLVED, that effective October 1, 1999, the Company
amends the provisions of Item B.4.j.(v) and B.4.j.(vi) of the Adoption
Agreement to provide as follows:

B.  BASIC PLAN PROVISIONS:

   ...

   4. DEFINITIONS:

   ...

      j. YEAR OF SERVICE SHALL MEAN:

      ...

      v. X  For ELIGIBILITY purposes, Years of Service with the following
            Predecessor Employers shall count in fulfilling the eligibility
            requirements for this Plan:

            Bindley Western Industries, Inc., and subsidiaries, but only for
            service as of the Effective Date, and only for employees employed
            by Priority Healthcare Corporation (or its affiliates) as of the
            Effective Date, Pharmacy Plus, Inc., and Supplies Unlimited.

      vi X  For VESTING purposes, Years of Service with the following
            Predecessor Employers shall count for purposes of determining the
            nonforfeitable amount of a Participants's account:

            Bindley Western Industries, Inc., and subsidiaries, but only for
            service as of the Effective Date, and only for employees employed
            by Priority Healthcare Corporation (or its affiliates) as of the
            Effective Date, Pharmacy Plus, Inc., and Supplies Unlimited.


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AND BE IT FURTHER RESOLVED, the except as AMENDED herein, all other provisions
of the Profit Sharing Plan of Priority Healthcare Corporation shall remain
effective as set forth in the Adoption Agreement.

PLAN SPONSOR:  PRIORITY HEALTHCARE CORPORATION

BY: /s/ BARBARA J. LUTTRELL                     DATED 9/17/99
    -----------------------

TRUSTEE: KEY TRUST COMPANY OF INDIANA, NATIONAL ASSOCIATION

BY:                                             DATED:
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