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                                                                    Exhibit 10-Z
                              Spin-Off Amendment
                              for the Separation
                           of Assets and Liabilities
                                    of the
                       Bindley Western Industries, Inc.
                                       &
                       Subsidiaries Profit Sharing Plan


WHEREAS, Bindley Western Industries, Inc. (the "Company") previously adopted and
presently maintains the Bindley Western Industries, Inc. & Subsidiaries Profit
Sharing Plan (the "Bindley Western Plan"), and Priority Healthcare Corporation
(the "Subsidiary") participated in the Bindley Western Plan; and,

WHEREAS, Section 14.5 of the Bindley Western Plan expressly provides that the
Company has the right to transfer assets to any other Plan or otherwise modify
the terms of the Bindley Western Plan, retroactively if necessary; and,

WHEREAS, the Company and Subsidiary desires to spin-off assets and liabilities
of the Subsidiaries Employees effective as of January 1, 1999 (the "Setup
Date"), and establish the Profit Sharing Plan of Priority Healthcare Corporation
and Affiliates (the "Priority Plan") independent of the Bindley Western Plan to
benefit the Subsidiary's Employees pursuant to the terms of the Priority Plan
with no obligation to make contributions to the Bindley Western Plan;

NOW THEREFORE,

BE IT RESOLVED, the assets and liabilities of the Subsidiary are hereby
separated and transferred into the Priority Plan with identical terms (except as
modified for purposes of accomplishing the spin-off) as the Bindley Western Plan
prior to separation.  Capitalized terms, to the extent not defined herein, shall
have the same meaning as in the Bindley Western Plan:

Modification of the Bindley Western Plan:

Notwithstanding anything in the Bindley Western Plan to the contrary, the
Bindley Western Plan is hereby amended, as of the Setup Date, as follows:

     1.   All contributions (or other benefit accruals) from the Subsidiary
          shall cease, effective as of the Setup Date, no Participant of the
          Subsidiary therein Shall accrue any additional benefits thereunder,
          and no Employee of the Subsidiary, otherwise eligible to participate
          in the Bindley Western Plan as of the Setup Date, Shall enter the
          Bindley Western Plan;

     2.   All amounts held for the benefit of Participants of the Subsidiary in
          the Bindley Western Plan, including the non-vested portions thereof,
          Shall be preserved, and transferred, as soon as practicable, to the
          Priority Plan;
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     3.   Notwithstanding anything contained in the provisions of the Bindley
          Western Plan, the Priority Plan, or this amendment, all Participants
          under the Bindley Western Plan will receive a benefit immediately
          after the separation which is at least as great as the benefit the
          Participant would have received under the terms of the Bindley Western
          Plan had the Bindley Western Plan terminated on the day before the
          Setup Date, subject only to vesting pursuant to the terms of the
          Bindley Western Plan; and

     4.   On and after the Setup Date (or the date assets of the Bindley Western
          Plan are received and held under the terms of the Priority Plan and
          this amendment, if later) the Bindley Western Plan Shall continue to
          exist, and all provisions thereof, except as modified pursuant to this
          amendment Shall be in full force and effect.

Terms of the Priority Plan:

Notwithstanding anything in the Priority Plan to the contrary, the Priority Plan
is hereby established, as of the Setup Date, as follows:

     1.   The Priority Plan Shall accept, and hold, assets transferred from the
          Bindley Western Plan pursuant to this amendment and separation. The
          Priority Plan Shall accept all records, accountings, and other
          descriptions of benefits accrued under the Bindley Western Plan, and
          Shall maintain such benefits as part of and payable from the Priority
          Plan, to the extent of assets actually received by the Priority Plan;

     2.   All benefits payable to Employees of the Subsidiary from the Bindley
          Western Plan as of the Setup Date will be provided by the Priority
          Plan on the same terms and conditions, in the same amount, form and
          manner, and at the same time and frequency as under the Bindley
          Western Plan as in effect from time to time prior to the Setup Date,
          and the Priority Plan shall contain appropriate provisions to protect
          all benefits, rights and features required to be protected under the
          provisions of Internal Revenue Code Section 411(d)(6);

     3.   All beneficiary designation forms, option election forms, spousal
          consent forms, and other administrative forms and materials executed
          under the terms of the Bindley Western Plan Shall continue in full
          force and effect with respect to the Priority Plan, unless otherwise
          required by law; and

     4.   All Priority Healthcare Corporation Participants of the Bindley
          Western Plan shall immediately become Participants of the Priority
          Plan, as of the Setup Date, and all Subsidiary employees otherwise
          eligible to participate in the Bindley Western Plan, but who have not
          yet entered as Participants in the Bindley Western Plan Shall become
          Participants in the Priority Plan as of the next Entry Date. All
          service performed by Employees of the Subsidiary, as credited pursuant
          to the terms of the Bindley Western Plan Shall be credited for
          purposes of calculating eligibility and vesting Years of Service under
          the terms of the Priority Plan. Notwithstanding the foregoing, under
          no circumstances Shall the vested percentage of a Participant credited
          with Years of Service while in the employ of the Subsidiary be reduced
          with respect to any benefits accrued under the terms of the Bindley
          Western Plan prior to the Setup Date, or with respect to the benefits
          accrued under the terms of the Priority Plan on or after the Setup
          Date; and
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     5.   Notwithstanding anything contained in the provisions of the Priority
          Plan, the Bindley Western Plan, or this amendment, all Participants
          under the Priority Plan will receive a benefit immediately after the
          separation which is at least as great as the benefit the Participant
          would have received under the terms of the Bindley Western Plan had
          the Bindley Western Plan terminated on the day before the Setup Date,
          subject only to vesting pursuant to the terms of the Bindley Western
          Plan.

IN WITNESS WHEREOF, the Company and the Subsidiary have executed this Amendment,
as of this 11th day of December, 1998.


                                   Bindley Western Industries, Inc.


                                   By:  /s/  Michael D. McCormick
                                        ------------------------------------

                                        Secretary
                                        ------------------------------------


                                   Priority Healthcare Corporation


                                   By:  /s/  Barbara Luttrell
                                        ------------------------------------

                                        Vice President of Administration
                                        ------------------------------------