EXHIBIT 10-H

                         TERMINATION BENEFITS AGREEMENT

            This Termination Benefits Agreement ("Agreement") is made and
entered into as of January 1, 2000, by and between Priority Healthcare
Corporation, an Indiana corporation (hereinafter referred to as the
"Corporation") and ____________________, a resident of the State of Florida
(hereinafter referred to as "Employee").

W I T N E S S E T H

            WHEREAS, Employee is now serving as _______________________________
_______________________________ of the Corporation; and

            WHEREAS, the Corporation believes that Employee has made valuable
contributions to the productivity and profitability of the Corporation; and

            WHEREAS, the Corporation desires to encourage Employee to continue
to make such contributions and not to seek or accept employment elsewhere; and

            WHEREAS, the Corporation, therefore, desires to assure Employee of
certain benefits in case of any termination or significant redefinition of the
terms of his employment with the Corporation subsequent to any Change in Control
of the Corporation;

            NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained and the mutual benefits herein provided, the
Corporation and Employee hereby agree as follows:

            1. The term of this Agreement shall be from the date hereof through
December 31, 2000; provided, however, that such term shall be automatically
extended for an additional year on December 31, 2000, and on December 31 of each
year thereafter unless either party hereto gives written notice to the other
party not to so extend prior to November 30 of the year for which notice is
given, in which case no further automatic extension shall occur and the term of
this Agreement shall end on December 31 three (3) years subsequent to the date
of the latest preceding automatic extension. Notwithstanding the foregoing, if a
Change in Control of the Corporation (as defined in Section 2 below) shall occur
prior to the expiration of the original term or any extensions of the term of
this Agreement, then the term of this Agreement shall automatically become a
term of three (3) years commencing on the date of any such Change in Control.

            2. As used in this Agreement, "Change in Control" of the Corporation
means:

            (A) The acquisition by any individual, entity or group (within the
      meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
      1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership
      (within the meaning of Rule 13d-3 promulgated under the Exchange Act as in
      effect from time to time) of twenty-five percent (25%) or more of either
      (i) the then outstanding shares of common stock of the Corporation or (ii)
      the combined


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      voting power of the then outstanding voting securities of the Corporation
      entitled to vote generally in the election of directors; provided,
      however, that the following acquisitions shall not constitute an
      acquisition of control: (i) any acquisition directly from the Corporation
      (excluding an acquisition by virtue of the exercise of a conversion
      privilege), (ii) any acquisition by the Corporation, (iii) any acquisition
      by any employee benefit plan (or related trust) sponsored or maintained by
      the Corporation or any corporation controlled by the Corporation, (iv) any
      acquisition by any corporation pursuant to a reorganization, merger or
      consolidation, if, following such reorganization, merger or consolidation,
      the conditions described in clauses (i), (ii) and (iii) of subsection (C)
      of this Section 2 are satisfied, (v) any acquisition by William E. Bindley
      or (vi) upon the death of William E. Bindley, any acquisition triggered by
      his death by operation of law, by any testamentary bequest or by the terms
      of any trust or other contractual arrangement established by him;

            (B) Individuals who, as of the date hereof, constitute the Board of
      Directors of the Corporation (the "Incumbent Board") cease for any reason
      to constitute at least a majority of the Board of Directors of the
      Corporation (the "Board"); provided, however, that any individual becoming
      a director subsequent to the date hereof whose election, or nomination for
      election by the Corporation's shareholders, 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 either an actual
      or threatened election contest (as such terms are used in Rule 14a-11 of
      Regulation 14A promulgated under the Exchange Act) or other actual or
      threatened solicitation of proxies or consents by or on behalf of a Person
      other than the Board; or

            (C) Approval by the shareholders of the Corporation of a
      reorganization, merger or consolidation, in each case, unless, following
      such reorganization, merger or consolidation, (i) more than sixty percent
      (60%) of, respectively, the then outstanding shares of common stock of the
      corporation resulting from such reorganization, merger or consolidation
      and the combined voting power of the then outstanding voting securities of
      such corporation entitled to vote generally in the election of directors
      is then beneficially owned, directly or indirectly, by all or
      substantially all of the individuals and entities who were the beneficial
      owners, respectively, of the outstanding Corporation common stock and
      outstanding Corporation voting securities immediately prior to such
      reorganization, merger or consolidation in substantially the same
      proportions as their ownership, immediately prior to such reorganization,
      merger or

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      consolidation, of the outstanding Corporation stock and outstanding
      Corporation voting securities, as the case may be, (ii) no Person
      (excluding the Corporation, any employee benefit plan or related trust of
      the Corporation or such corporation resulting from such reorganization,
      merger or consolidation and any Person beneficially owning, immediately
      prior to such reorganization, merger or consolidation, directly or
      indirectly, twenty-five percent (25%) or more of the outstanding
      Corporation common stock or outstanding voting securities, as the case may
      be) beneficially owns, directly or indirectly, twenty-five percent (25%)
      or more of, respectively, the then outstanding shares of common stock of
      the corporation resulting from such reorganization, merger or
      consolidation or the combined voting power of the then outstanding voting
      securities of such corporation entitled to vote generally in the election
      of directors and (iii) at least a majority of the members of the board of
      directors of the corporation resulting from such reorganization, merger or
      consolidation were members of the Incumbent Board at the time of the
      execution of the initial agreement providing for such reorganization,
      merger or consolidation; or

            (D) Approval by the shareholders of the Corporation of (i) a
      complete liquidation or dissolution of the Corporation or (ii) the sale or
      other disposition of all or substantially all of the assets of the
      Corporation, other than to a corporation with respect to which following
      such sale or other disposition (a) more than sixty percent (60%) of,
      respectively, the then outstanding shares of common stock of such
      corporation and the combined voting power of the then outstanding voting
      securities of such corporation entitled to vote generally in the election
      of directors is then beneficially owned, directly or indirectly, by all or
      substantially all of the individuals and entities who were the beneficial
      owners, respectively, of the outstanding Corporation common stock and
      outstanding Corporation voting securities immediately prior to such sale
      or other disposition in substantially the same proportion as their
      ownership, immediately prior to such sale or other disposition, of the
      outstanding Corporation common stock and outstanding Corporation voting
      securities, as the case may be, (b) no Person (excluding the Corporation
      and any employee benefit plan or related trust of the Corporation or such
      corporation and any Person beneficially owning, immediately prior to such
      sale or other disposition, directly or indirectly, twenty-five percent
      (25%) or more of the outstanding Corporation common stock or outstanding
      Corporation voting securities, as the case may be) beneficially owns,
      directly or indirectly, twenty-five percent (25%) or more of,
      respectively, the then outstanding shares of common stock of such
      corporation and the combined voting power of the then outstanding voting
      securities of such corporation entitled to vote generally in the election
      of directors and (c) at least a majority of the members of the board of
      directors of such corporation were members of the Incumbent Board at the
      time of the execution of the initial agreement or action of the Board
      providing for such sale or other disposition of assets of the Corporation.

             3. The Corporation shall provide Employee with the benefits set
forth in Section 6 of this Agreement upon any termination of Employee's
employment by the Corporation following a Change in Control for any reason
except the following:

            (A) Termination by reason of Employee's death.

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            (B) Termination by reason of Employee's "disability." For purposes
      hereof, "disability" shall be defined as Employee's inability by reason of
      illness or other physical or mental disability to perform the duties
      required by his employment for any consecutive One Hundred Eighty (180)
      day period, provided that notice of any termination by the Corporation
      because of Employee's "disability" shall have been given to Employee prior
      to the resumption by him of the performance of such duties.

            (C) Termination upon Employee reaching his normal retirement date,
      which for purposes of this Agreement shall be deemed to be the end of the
      month during which employee reaches sixty-five (65) years of age.

            (D) Termination for "cause." As used in this Agreement, the term
      "cause" means fraud, dishonesty, theft of corporate assets, or other gross
      misconduct by Employee. Notwithstanding the foregoing, Employee shall not
      be deemed to have been terminated for cause unless and until there shall
      have been delivered to him a copy of a resolution duly adopted by the
      affirmative vote of not less than a majority of the entire membership of
      the Corporation's Board at a meeting called and held for the purpose
      (after reasonable notice to him and an opportunity for him, together with
      his counsel, to be heard before such Board), finding that, in the good
      faith opinion of such Board, Employee was guilty of conduct constituting
      "cause" and specifying the particulars thereof in detail.

            4. The Corporation shall also provide Employee with the benefits set
forth in Section 6 of this Agreement upon any termination of Employee's
employment with the Corporation at Employee's option after a Change in Control
followed by the happening of any one of the following events:

            (A) Without Employee's express written consent, the assignment of
      Employee to any duties which, in Employee's reasonable judgment, are
      materially inconsistent with his positions, duties, responsibilities or
      status with the Corporation immediately prior to the Change in Control or
      a substantial reduction of his duties or responsibilities which, in
      Employee's reasonable opinion, does not represent a promotion from his
      position, duties or responsibilities immediately prior to the Change in
      Control.

            (B) A reduction by the Corporation in Employee's salary from the
      level of such salary immediately prior to the Change in Control or the
      Corporation's failure to increase (within twelve (12) months of Employee's
      last increase in base salary) Employee's base salary after a Change in
      Control in an amount which at least equals, on a percentage basis, the
      average percentage increase in base salary for all executive and senior
      officers of the Corporation effected in the preceding twelve (12) months.

            (C) The failure by the Corporation to continue in effect any
      incentive, bonus or other compensation plan in which Employee
      participates, including but

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      not limited to the Corporation's stock option plans, unless an equitable
      arrangement (embodied in an ongoing substitute or alternative plan), with
      which Employee has consented, has been made with respect to such plan in
      connection with the Change in Control, or the failure by the Corporation
      to continue Employee's participation therein, or any action by the
      Corporation which would directly or indirectly materially reduce
      Employee's participation therein.

            (D) The failure by the Corporation to continue to provide Employee
      with benefits substantially similar to those enjoyed by Employee or to
      which Employee was entitled under any of the Corporation's principal
      pension, profit sharing, life insurance, medical, dental, health and
      accident, or disability plans in which Employee was participating at the
      time of a Change in Control, the taking of any action by the Corporation
      which would directly or indirectly materially reduce any of such benefits
      or deprive Employee of any material fringe benefit enjoyed by Employee or
      to which Employee was entitled at the time of the Change in Control, or
      the failure by the Corporation to provide Employee with the number of paid
      vacation and sick leave days to which Employee is entitled on the basis of
      years of service or position with the Corporation in accordance with the
      Corporation's normal vacation policy in effect on the date hereof.

            (E) The Corporation's requiring Employee to be based anywhere other
      than the metropolitan area where the Corporation office at which he was
      based immediately prior to the Change in Control was located, except for
      required travel on the Corporation's business in accordance with the
      Corporation's past management practices.

            (F) Any failure of the Corporation to obtain the assumption of the
      obligation to perform this Agreement by any successor as contemplated in
      Section 10 hereof.

            (G) Any failure by the Corporation or its shareholders, as the case
      may be, to reappoint or reelect Employee to a corporate office held by him
      immediately prior to the Change in Control or his removal from any such
      office including any seat held at such time on the Corporation's Board of
      Directors.

            (H) The effectiveness of a resignation, tendered at any time, either
      before or after a Change in Control and regardless of whether formally
      characterized as voluntary or otherwise, by Employee of any corporate
      office held by him immediately prior to the Change in Control or of any
      seat held at such time on the Corporation's Board of Directors, at the
      request of the Corporation or at the request of the person obtaining
      control of the Corporation in such Change in Control.

            (I) Any purported termination of the Employee's employment which is
      not effected pursuant to a Notice of Termination satisfying the
      requirements of

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      Section 5 hereof (and, if applicable, Section 3(D) hereof); and for
      purposes of this Agreement, no such purported termination shall be
      effective.

            (J) Any request by the Corporation that Employee participate in an
      unlawful act or take any action constituting a breach of Employee's
      professional standard of conduct.

            (K) Any breach by the Corporation of any of the provisions of this
      Agreement or any failure by the Corporation to carry out any of its
      obligations hereunder.

Notwithstanding anything in this Section 4 to the contrary, Employee's right to
terminate Employee's employment pursuant to this Section 4 shall not be affected
by Employee's incapacity due to physical or mental illness.

             5. Any termination of Employee's employment with the Corporation as
contemplated by Section 3 hereof (except subsection 3(A)) or by Employee as
contemplated by Section 4 hereof shall be communicated by written "Notice of
Termination" to the other party hereto. Any "Notice of Termination" given by
Employee pursuant to Section 4 or given by the Corporation in connection with a
termination as to which the Corporation believes it is not obligated to provide
Employee with benefits set forth in Section 6 hereof shall indicate the specific
provisions of this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for such
termination.

             6. Subject to the conditions and exceptions set forth in Section 3
and Section 4 hereof, the following benefits, less any amounts required to be
withheld therefrom under any applicable federal, state or local income tax,
other tax, or social security laws or similar statutes, shall be paid to
Employee upon any termination of his employment with the Corporation subsequent
to a Change in Control:

            (A) Within thirty (30) days following such a termination, Employee
      shall be paid, at his then-effective salary, for services performed
      through the date of his termination. In addition, any earned but unpaid
      amount of any bonus or incentive payment shall be paid to Employee within
      thirty (30) days following the termination of his employment.

            (B) Within thirty (30) days following such a termination, Employee
      shall be paid a lump sum payment of an amount equal to two and nine-tenths
      (2.9) times Employee's "Base Amount." For purposes hereof, Base Amount is
      defined as Employee's average includable compensation paid by the
      Corporation for the five (5) most recent taxable years ending before the
      date on which the Change in Control occurs. The definition, interpretation
      and calculation of the dollar amount of Base Amount shall be in a manner
      consistent with and as required by the provisions of Section 280G of the
      Internal Revenue Code of 1986, as amended ("Code"), and the regulations
      and rulings of the Internal Revenue Service promulgated thereunder.

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            (C)(i) In the event that any payment or benefit (within the meaning
      of Section 280G(b)(2) of the Code) paid or payable to the Employee or for
      his benefit pursuant to the terms of this Agreement or otherwise
      (including any benefit from the exercise of stock options vested early
      because of a change in control) in connection with, or arising out of, his
      employment with the Corporation or a change in ownership or effective
      control of the Corporation or of a substantial portion of its assets (a
      "Payment" or "Payments"), would be subject to the excise tax imposed by
      Section 4999 of the Code or any interest, penalties, additional tax or
      similar items are incurred by the Employee with respect to such excise tax
      (such excise tax, together with any such interest, penalties, additional
      tax or similar items are hereinafter collectively referred to as the
      "Excise Tax"), then the Employee will be entitled to receive an additional
      payment (a "Gross-Up Payment") in an amount such that after payment by the
      Employee of all taxes (including any interest, penalties, additional tax
      or similar items imposed with respect thereto and the Excise Tax)
      including any Excise Tax imposed upon the Gross-Up Payment, the Employee
      retains an amount of the Gross-Up Payment equal to the Excise Tax imposed
      upon the Payments.

            (ii) An initial determination as to whether a Gross-Up Payment is
      required pursuant to this Agreement and the amount of such Gross-Up
      Payment shall be made at the Corporation's expense by an accounting firm
      selected by the Corporation and reasonably acceptable to the Employee
      which is designated as one of the five largest accounting firms in the
      United States (the "Accounting Firm"). The Accounting Firm shall provide
      its determination (the "Determination"), together with detailed supporting
      calculations and documentation to the Corporation and the Employee within
      ten days of the Termination Date if applicable, or such other time as
      requested by the Corporation or by the Employee and if the Accounting Firm
      determines that no Excise Tax is payable by the Employee with respect to a
      Payment or Payments, it shall furnish the Employee with an opinion
      reasonably acceptable to the Employee that no Excise Tax will be imposed
      with respect to any such Payment or Payments. Within ten days of the
      delivery of the Determination to the Employee, the Employee shall have the
      right to dispute the Determination (the "Dispute"). The Gross-Up Payment,
      if any, as determined pursuant to this subsection 6(c)(ii) shall be paid
      by the Corporation to the Employee within five days of the receipt of the
      Accounting Firm's Determination. The existence of the Dispute shall not in
      any way affect the Employee's right to receive the Gross-Up Payment in
      accordance with the Determination. If there is no Dispute, the
      Determination shall be binding, final and conclusive upon the Corporation
      and the Employee subject to the application of subsection 6(c)(iii) below.

            (iii) As a result of the uncertainty in the application of Sections
      4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a
      portion thereof) will be paid which should not have been paid (an "Excess
      Payment") or a Gross-Up Payment (or a portion thereof) which should have
      been paid will not

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      have been paid (an "Underpayment"). An Underpayment shall be deemed to
      have occurred (a) upon notice (formal or informal) to the Employee from
      any governmental taxing authority that the Employee's tax liability
      (whether in respect of the Employee's current taxable year or in respect
      of any prior taxable year) may be increased by reason of the imposition of
      the Excise Tax on a Payment or Payments with respect to which the
      Corporation has failed to make a sufficient Gross-Up Payment, (b) upon a
      determination by a court, (c) by reason of determination by the
      Corporation (which shall include the position taken by the Corporation,
      together with its consolidated group, on its federal income tax return) or
      (d) upon the resolution of the Dispute to the Employee's satisfaction. If
      an Underpayment occurs, the Employee shall promptly notify the Corporation
      and the Corporation shall promptly, but in any event, at least five days
      prior to the date on which the applicable government taxing authority has
      requested payment, pay to the Employee an additional Gross-Up Payment
      equal to the amount of the Underpayment plus any interest, penalties,
      additional taxes or similar items imposed on the Underpayment. An Excess
      Payment shall be deemed to have occurred upon a "Final Determination" (as
      hereinafter defined) that the Excise Tax shall not be imposed upon a
      Payment or Payments (or portion thereof) with respect to which the
      Employee had previously received a Gross-Up Payment. A "Final
      Determination" shall be deemed to have occurred when the Employee has
      received from the applicable government taxing authority a refund of taxes
      or other reduction in the Employee's tax liability by reason of the Excise
      Payment and upon either (x) the date a determination is made by, or an
      agreement is entered into with, the applicable governmental taxing
      authority which finally and conclusively binds the Employee and such
      taxing authority, or in the event that a claim is brought before a court
      of competent jurisdiction, the date upon which a final determination has
      been made by such court and either all appeals have been taken and finally
      resolved or the time for all appeals has expired or (y) the statute of
      limitations with respect to the Employee's applicable tax return has
      expired. If an Excess Payment is determined to have been made, the amount
      of the Excess Payment shall be treated as a loan by the Corporation to the
      Employee and the Employee shall pay to the Corporation on demand (but not
      less than ten days after the Final Determination of such Excess Payment
      and written notice has been delivered to the Employee) the amount of the
      Excess Payment plus interest at an annual rate equal to the Applicable
      Federal Rate provided for in Section 1274(d) of the Code from the date the
      Gross-Up Payment (to which the Excess Payment relates) was paid to the
      Employee until the date of repayment to the Corporation.

            (iv) Notwithstanding anything contained in this Agreement to the
      contrary, in the event that, according to the Determination, an Excise Tax
      will be imposed on any Payment or Payments, the Corporation shall pay to
      the applicable government taxing authorities as Excise Tax withholding,
      the amount of the Excise Tax that the Corporation has actually withheld
      from the Payment or Payments.

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            (D) Employee acknowledges and agrees that payment in accordance with
      subsections 6(A), 6(B) and 6(C) shall be deemed to constitute a full
      settlement and discharge of any and all obligations of the Corporation to
      Employee arising out of his employment with the Corporation and the
      termination thereof, except for any vested rights Employee may then have
      under any insurance, pension, supplemental pension, thrift, employee stock
      ownership, or stock option plans sponsored or made available by the
      Corporation.

            7. The Corporation is aware that upon the occurrence of a Change in
Control the Board of Directors or a shareholder of the Corporation may then
cause or attempt to cause the Corporation to refuse to comply with its
obligations under this Agreement, or may cause or attempt to cause the
Corporation to institute, or may institute, litigation seeking to have this
Agreement declared unenforceable, or may take or attempt to take other action to
deny Employee the benefits intended under this Agreement. In these
circumstances, the purpose of this Agreement could be frustrated. It is the
intent of the Corporation that Employee not be required to incur the expenses
associated with the enforcement of his rights under this Agreement by litigation
or other legal action, nor be bound to negotiate any settlement of his rights
hereunder, because the cost and expense of such legal action or settlement would
substantially detract from the benefits intended to be extended to Employee
hereunder. Accordingly, if following a Change in Control it should appear to
Employee that the Corporation has failed to comply with any of its obligations
under this Agreement or in the event that the Corporation or any other person
takes any action to declare this Agreement void or unenforceable, or institutes
any litigation or other legal action designed to deny, diminish or to recover
from Employee the benefits entitled to be provided to the Employee hereunder,
and that Employee has complied with all of his obligations under this Agreement,
the Corporation irrevocably authorizes Employee from time to time to retain
counsel of his choice, at the expense of the Corporation as provided in this
Section 7, to represent Employee in connection with the initiation or defense of
any litigation or other legal action, whether such action is by or against the
Corporation or any director, officer, shareholder, or other person affiliated
with the Corporation, in any jurisdiction. Notwithstanding any existing or prior
attorney-client relationship between the Corporation and such counsel, the
Corporation irrevocably consents to Employee entering into an attorney-client
relationship with such counsel, and in that connection the Corporation and
Employee agree that a confidential relationship shall exist between Employee and
such counsel. The reasonable fees and expenses of counsel selected from time to
time by Employee as hereinabove provided shall be paid or reimbursed to Employee
by the Corporation on a regular, periodic basis upon presentation by Employee of
a statement or statements prepared by such counsel in accordance with its
customary practices, up to a maximum aggregate amount of One Hundred Thousand
Dollars ($100,000). Any legal expenses incurred by the Corporation by reason of
any dispute between the parties as to enforceability of or the terms contained
in this Agreement as provided by this Section 7, notwithstanding the outcome of
any such dispute, shall be the sole responsibility of the Corporation, and the
Corporation shall not take any action to seek reimbursement from Employee for
such expenses. Notwithstanding any limitation contained in this Section 7 to the
contrary, Employee shall be entitled to payment or reimbursement of legal
expenses in excess of One Hundred Thousand Dollars ($100,000) if the expenses
were incurred as a result of a dispute under this Agreement in which Employee
obtains a final judgment in his favor from a court of

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competent jurisdiction or his claim is settled by the Corporation prior to the
rendering of a judgment by such a court.

            8. Employee is not required to mitigate the amount of benefit
payments to be made by the Corporation pursuant to this Agreement by seeking
other employment or otherwise, nor shall the amount of any benefit payments
provided for in this Agreement be reduced by any compensation earned by Employee
as a result of employment by another employer or which might have been earned by
Employee had Employee sought such employment, after the date of termination of
his employment with the Corporation or otherwise.

            9. In order to induce the Corporation to enter into this Agreement,
Employee hereby agrees as follows:

            (A) He will keep confidential and not improperly divulge for the
      benefit of any other party any of the Corporation's confidential
      information and business secrets including, but not limited to,
      confidential information and business secrets relating to such matters as
      the Corporation's finances, operations and customer lists. All of the
      Corporation's confidential information and business secrets shall be the
      sole and exclusive property of the Corporation.

            (B) For a period of two years after Employee's employment with the
      Corporation ceases, Employee shall not either on his own account or for
      any other person, firm or company solicit or endeavor to cause any
      employee of the Corporation to leave his employment or to induce or
      attempt to induce any such employee to breach any employment agreement
      with the Corporation.

In the event of a breach or threatened breach by Employee of the provisions of
this Section 9, the Corporation shall be entitled to an injunction restraining
Employee from committing or continuing such breach. Nothing herein contained
shall be construed as prohibiting the Corporation from pursuing any other
remedies available to it for such breach or threatened breach including the
recovery of damages from Employee. The covenants of this Section 9 shall run not
only in favor of the Corporation and its successors and assigns, but also in
favor of its subsidiaries and their respective successors and assigns and shall
survive the termination of this Agreement.

            10. The Corporation shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation, by agreement
in form and substance satisfactory to Employee, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Corporation would be required to perform it if no such succession had taken
place. Failure of the Corporation to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle Employee to compensation from the Corporation in the same amount
and on the same terms as Employee would be entitled hereunder if he were to
terminate his employment pursuant to Section 4 hereof, except that for purposes
of implementing the foregoing, the date on which succession becomes effective
shall be deemed the date of termination of Employee's employment with the
Corporation. As used in this

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Agreement, "Corporation" shall mean corporation as hereinbefore defined and any
successor to the business or assets of it as aforesaid which executes and
delivers the agreement provided for in this Section 10 or which otherwise
becomes bound by all of the terms and provisions of this Agreement by operation
of law.

            11. Should Employee die while any amounts are payable to him
hereunder, this Agreement shall inure to the benefit of and be enforceable by
Employee's executors, administrators, heirs, distributees, devisees and legatees
and all amounts payable hereunder shall be paid in accordance with the terms of
this Agreement to Employee's devisee, legatee or other designee or if there be
no such designee, to his estate.

            12. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been given when delivered or mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

            If to Employee:

                  __________________
                  __________________
                  __________________

            If to the Corporation:

                  Priority Healthcare Corporation
                  250 Technology Park, Suite 124
                  Lake Mary, Florida 32746
                  Attention: Corporate Secretary

or to such other address as any party may have furnished to the other party in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

            13. The validity, interpretation, and performance of this Agreement
shall be governed by the laws of the State of Florida. The parties agree that
all legal disputes regarding this Agreement will be resolved in Lake Mary,
Florida, and irrevocably consent to service of process in such City for such
purpose.

            14. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by Employee and the Corporation. No waiver by any party hereto at any
time of any breach by any other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or any prior or subsequent time. No agreements or representation, oral
or otherwise, express or

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implied, with respect to the subject matter hereof have been made by any party
which are not set forth expressly in this Agreement.

            15. The invalidity or unenforceability of any provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

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

            17. This Agreement is personal in nature and neither of the parties
hereto shall, without the consent of the other, assign or transfer this
Agreement or any rights or obligations hereunder, except as provided in Section
10 and Section 11 above. Without limiting the foregoing, Employee's right to
receive payments hereunder shall not be assignable or transferable, whether by
pledge, creation of a security interest or otherwise, other than a transfer by
his Will or by the laws of descent and distribution as set forth in Section 11
hereof, and in the event of any attempted assignment or transfer contrary to
this Section 17, the Corporation shall have no liability to pay any amount so
attempted to be assigned or transferred.

            Any benefits payable under this Agreement shall be paid solely from
the general assets of the Corporation. Neither Employee nor Employee's
beneficiary shall have interest in any specific assets of the Corporation under
the terms of this Agreement. This Agreement shall not be considered to create an
escrow account, trust fund or other funding arrangement of any kind or a
fiduciary relationship between Employee and the Corporation.

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<PAGE>

            IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the day and year first above set forth.

                                    PRIORITY HEALTHCARE CORPORATION.
                                    ("Corporation")

                                    By:   ____________________________________
                                          Member of the Compensation and Option
                                          Committee and Member of the Board of
                                          Directors



                                          -----------------------------------
                                          __________________ ("Employee")



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