EMPLOYMENT AGREEMENT

                  EMPLOYMENT  AGREEMENT,  made as of September  26, 1996, by and
between MEDCO RESEARCH,  INC. ("Medco"),  a Delaware  corporation with principal
offices at 85 T.W. Alexander Drive,  Research Triangle Park, NC 27709, and ROGER
BLEVINS  ("Blevins"),  residing at 233 Markham Plantation,  Apex, North Carolina
27502.

                  Blevins  has  been  employed  by Medco  in  various  executive
capacities  since  July 18,  1988,  and is  currently  its  President  and Chief
Operating Officer;

                  Blevins  is  presently  an  employee  at will,  and  Medco and
Blevins desire to formalize their relationship as employer and employee pursuant
to a written employment agreement; and

                  From the date hereof  through  September 30, 1999,  Blevins is
willing to serve as Medco's President and Chief Operating Officer,  and Medco is
willing so to employ Blevins, upon the terms set forth herein.

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
herein contained, the parties hereby agree as follows:

                  1. Term.  Subject to earlier  termination of this Agreement as
hereinafter provided,  Medco hereby agrees to employ Blevins, and Blevins hereby
agrees to serve  Medco,  as  hereinafter  set forth in Section 2, for the period
commencing  effective  September 26, 1996 and  terminating on September 30, 1999
(such period being herein referred to as the "Term").

                  2.   Employment.   Medco  hereby  employs  Blevins  to  render
exclusive and full-time  services to Medco as its President and Chief  Operating
Officer,  subject  to the  direction  of  Medco's  Board  of  Directors,  and in
connection  therewith to perform such duties as he shall be reasonably  directed
by the Board of Directors.  Blevins hereby accepts such employment and agrees to
devote  his best  efforts  and his full and  exclusive  time,  skill,  labor and
attention to the diligent and faithful performance of such services.

                  3.       Compensation.

                           3.1 As full  compensation  for all of the services to
be rendered by Blevins  under this  Agreement  and subject to the  provisions of
Section 5 below,  Medco shall pay Blevins  during the Term an annual base salary
in an amount equal to Two Hundred Thirty Thousand  ($230,000.00)  Dollars, which
shall be subject to annual merit  adjustments as determined by the  Compensation
Committee of Medco's Board of Directors  pursuant to the then  prevailing  terms
and  conditions  of Medco's  Management  Bonus  Objectives  program,  payable in
accordance with Medco's prevailing payroll practices.

                           3.2 Blevins  shall be  eligible to receive  incentive
compensation  of (a) no less than a rate of 35% of his  annual  base  salary set
forth above in Section 3.1 and (b) annual  awards of stock  options (in addition
to the options awarded to Blevins  pursuant to Section 3.3 below),  in each case
as  determined  by the  Compensation  Committee  of Medco's  Board of  Directors
pursuant to the then prevailing terms and conditions of Medco's Management Bonus
Objectives program.

                           3.3 As an  inducement  to  Blevins to enter into this
Agreement Medco agrees to grant to Blevins as of the date of the commencement of
the Term (the "Date of Grant")  nonqualified  stock options to purchase  120,000
shares of Medco's  Common  Stock at a price per share equal to the "fair  market
value",  as such term is defined in Medco's 1989 Stock  Option Plan,  as amended
(the "Plan"), of Medco's Common Stock on the Date of Grant, which shall vest and
become  exercisable  on the  third  anniversary  of the Date of  Grant  provided
Blevins is employed  as an  executive  officer of Medco on such Date;  provided,
however, that the vesting of 50% of said 120,000 options shall accelerate to the
day  immediately  following the twentieth  consecutive  trading day on which the
closing  price of Medco's  Common  Stock as reported in The Wall Street  Journal
shall have exceeded $20 per share,  and the vesting of the remaining 50% thereof
shall  accelerate to the day  immediately  following  the twentieth  consecutive
trading day on which such closing price shall have exceeded $25 per share.  Said
options  shall be subject to the terms and  conditions of the Plan and the Stock
Option Agreement under which the options are granted, the terms of each of which
are incorporated herein by reference.

                           3.4  Blevins'  salary,   bonus  and  other  incentive
compensation  shall  be  subject  to  deductions  and  withholdings  as shall be
required by applicable law and regulations.

                  4.  Benefits.  In addition to the  compensation  described  in
Section 3 hereof,  during the Term Blevins, to the extent he is eligible,  shall
have the right to participate in any and all group life,  hospital,  medical and
disability insurance plans, and in any severance,  retirement,  pension or death
benefit  plans  (hereinafter  such  plans are  collectively  referred  to as the
"Company  Benefit  Plans") now or hereafter  during the Term maintained by Medco
and  offered  by Medco  to its  executive  officers  generally.  Medco  does not
guarantee the adoption or  continuation  of any particular  Company Benefit Plan
during the Term, and Blevins' participation in any Company Benefit Plan shall be
subject to the rules and regulations applicable thereto.

                  5. Vacation. Blevins shall be entitled to vacation during each
full fiscal year of the Term,  prorated for any partial fiscal year, pursuant to
Medco's existing policy.

                  6. Expenses.  Medco shall reimburse Blevins for the reasonable
and  necessary  expenses  actually  incurred  by  him  during  the  Term  in the
performance  of  his  services  hereunder,   upon  presentation  by  Blevins  of
appropriate  documentation of such  expenditures;  provided,  however,  that the
maximum  amount  available for such  expenses  during any period may be fixed in
advance by Medco's Board of Directors.

                  7.       Termination.

                           7.1 This Agreement  shall terminate upon the death of
Blevins,  in which event Medco shall pay Blevins'  base salary  through the last
day of the pay period in which occurred his death, plus any unpaid bonus awarded
to Blevins  under  Medco's  MBO review  program in respect of the fiscal year of
Medco immediately  preceding the year of Blevins' death, to whomever Blevins has
previously designated or, in the event no such designation has been made, to his
estate.
                           7.2  Medco  shall  have  the  right,  exercisable  by
written  notice to Blevins  which  shall be  effective  as of the giving of such
notice,  to  terminate  this  Agreement  at any time for Cause.  In the event of
termination of this Agreement for Cause, (a) Medco shall pay to Blevins his base
salary  through the  effective  date of such  termination  and any unpaid  bonus
awarded to Blevins  under  Medco's  MBO review  program in respect of the fiscal
year of Medco  immediately  preceding the year of such  termination  and (b) all
outstanding Medco stock options, whether or not vested, awarded to Blevins shall
terminate and be of no further force or effect and be forfeited by Blevins.  The
term "Cause",  as used herein,  shall mean Blevins' (a)  conviction of a felony,
(b) conviction of any lesser crime or offense involving the property of Medco or
any of its  affiliates or  subsidiaries,  (c)  continued  failure to perform his
duties  hereunder  after  written  notice,   (d)  willful  misconduct  or  gross
negligence in connection with the performance of his duties (e) breach of any of
the  material  terms of this  Agreement,  or (f)  conduct  which  would make his
further employment by Medco prejudicial to its best interests which is continued
after written  notice  thereof,  in the case of clauses (c), (d), (e) and (f) as
determined  in good faith in the sole  discretion of Medco's Board of Directors,
whose  determination  shall be  final  and  binding  on  Blevins  if made by the
affirmative vote of at least two-thirds of the number of directors then serving.
In the event of termination of this Agreement for Cause arising under clause (e)
above,  Medco  shall  give  Blevins  at least 10 days  after  written  notice of
termination to cure the specified  breach, if the same is capable of being fully
cured.
                           7.3  Medco  shall  have  the  right,  exercisable  by
written  notice to Blevins which shall be effective at the end of the pay period
in which  such  notice  is  given,  to  terminate  this  Agreement  prior to the
expiration of the Term in the event of the incapacity of Blevins, in which event
Medco shall pay to Blevins his base salary  through the  effective  date of such
termination  plus any unpaid bonus  awarded to Blevins  under Medco's MBO review
program in respect of the fiscal year of Medco immediately preceding the year of
such termination.  "Incapacity" shall mean Blevins' inability, regardless of the
medical or other reason  therefor,  to perform the duties and obligations of his
employment  under this  Agreement for any period of 90  consecutive  days or for
shorter periods aggregating 90 days during any period of 12 consecutive months.

                  8.       Covenants Not To Compete; Non-Solicitation;
                           Non-Disclosure.

                           8.1 Blevins  hereby agrees that,  during the Term, he
shall not participate or engage, directly or indirectly,  and whether or not for
compensation,  individually or as an officer,  director,  shareholder,  trustee,
employee, consultant, advisor, partner, proprietor or otherwise, in any business
or enterprise,  or have an interest in any other  commercial  duties or pursuits
whatsoever,  except as Medco,  acting  through  its  Board of  Directors,  shall
permit.  Provided  Blevins's  capacity  and  ability to  fulfill  his duties and
obligations to Medco under this Agreement are not prejudiced,  interfered  with,
restricted or limited,  nothing contained in this Section 8.1 shall be construed
to  prohibit  Blevins  during the Term from (a) making or  maintaining  personal
investments which do not require more than his minimal personal services and (b)
rendering  to  a  reasonably  limited  extent  personal  services  to  civic  or
charitable organizations.

                           8.2 Blevins  hereby  agrees that,  for a period of 36
months after the  termination  or  expiration of this  Agreement,  he shall not,
directly or indirectly,  individually or as an officer,  director,  shareholder,
trustee, employee,  consultant,  advisor, partner,  proprietor or otherwise, and
whether  or not for  compensation,  participate  or  engage  in or  provide  any
services  to, or have any  direct or  indirect  interest  in,  any  business  or
enterprise  which competes  directly or indirectly with the business of Medco or
its subsidiaries or affiliates as then conducted or as proposed to be conducted.

                           8.3 Blevins  hereby agrees that,  during the Term and
during a period  of 36  months  after  the  termination  or  expiration  of this
Agreement,  he will not either  directly or indirectly  for himself or any third
party, (a) solicit,  induce or recruit,  or cause the soliciting,  inducement or
recruitment  of,  any  person  in the  employ  of  Medco,  its  subsidiaries  or
affiliates, or cause any person in such employ to terminate his employment,  for
the purpose of joining,  associating  or becoming  employed by or providing  any
services  to  (1)  any  business  or  enterprises  which  competes  directly  or
indirectly with the business of Medco or its  subsidiaries or affiliates as then
conducted or as proposed to be conducted  or (2) any business or  enterprise  in
which  Blevins  is  an  officer,  director,   shareholder,   trustee,  employee,
consultant, advisor, partner, proprietor or otherwise, or directly or indirectly
has any interest or to which he provides any services or (b)  interfere  with or
harm the contractual or business  relationships  with any licensor,  licensee or
independent contractor of Medco or its subsidiaries or affiliates. 

                           8.4  Except in the  course of  performing  his duties
hereunder  during the Term, or thereafter  with the express  written  consent of
Medco  acting  through  its Board of  Directors,  Blevins  will not, at any time
during  the Term or after  the  expiration  or  termination  of this  Agreement,
publish, disclose or otherwise reveal any Confidential Information (as such term
is defined  below)  known by  Blevins on the date  hereof,  or  acquired  by him
thereafter  as a  consequence  of or through his  employment by Medco under this
Agreement,  all of which  Information  (a) he shall  maintain  in the  strictest
confidence and keep secret using at least the same degree of care as he uses for
his  personal  confidential  information,  (b)  retain  in trust in a  fiduciary
capacity for the sole and absolute benefit of Medco, its successors and assigns,
and (c) refrain from using or allowing to be used for his own benefit or for the
benefit of any third party. The term  "Confidential  Information" as used herein
shall mean all material  information  and knowledge of Medco not generally known
or  available  to  the  public,  including,  without  limitation,  its  research
projects,  data,  protocols,  designs  and  developments,  processes,  formulae,
financial and personnel data, strategic and operating plans, projections,  "know
how," products,  licenses and other contract rights,  intellectual  property and
other  business  affairs;  provided,  however,  that in the event  disclosure of
Confidential  Information is requested (i) by governmental  agencies under color
of law or applicable  regulation,  (ii) pursuant to subpoena or other compulsory
process,  or (iii)  otherwise  as may be  required by law,  Blevins  will to the
extent lawfully  possible give Medco at least five (5) days prior written notice
before his  disclosure  and will  provide  Medco with  copies of any  responsive
materials.

                           8.5  Blevins  hereby  agrees that all keys to Medco's
offices,  Medco's credit cards,  memoranda,  notes, reports,  manuals,  business
records,  papers and documents (and all copies thereof) relating to the business
or  affairs  of Medco or any of its  subsidiaries  or  affiliates  are and shall
remain the property of Medco.  Blevins agrees that he will deliver and surrender
to Medco promptly upon the  termination  of his  employment by Medco,  or at any
time  Medco  may so  request,  all of such  items  which  then  shall  be in his
possession or under his control.

                  9.       Remedies.

                           9.1 If  Blevins  commits a breach,  or  threatens  to
commit a breach, of any of the provisions of Section 8 hereof,  Medco shall have
the following rights and remedies:

                           (a) The right and  remedy to have the  provisions  of
this Agreement specifically enforced by any court having equity jurisdiction, it
being  acknowledged  and agreed that any such breach or  threatened  breach will
cause  irreparable  injury to Medco and that money  damages  will not provide an
adequate remedy to Medco, and in connection therewith to obtain,  without notice
to Blevins and without the need to post any bond, a temporary restraining order,
an  injunction  and any other  equitable  relief.  

                           (b) The  right  and  remedy  to  require  Blevins  to
account for any pay over to Medco all compensation,  profits,  monies, accruals,
increments or other benefits  (collectively  "Benefits")  derived or received by
him as the  result  of any  transactions  constituting  a  breach  of any of the
provisions  of Section 8, and Blevins  hereby agrees to account for and pay over
such  Benefits to Medco.  Each of the  foregoing  rights and  remedies  shall be
independent  of the other and shall be  severally  enforceable,  and all of such
rights  and  remedies  shall be in  addition  to,  and not in lieu of, any other
rights and remedies available to Medco under law or in equity.

                           9.2  If  any  one,  or any  part,  of  the  covenants
contained  in Section 8 is construed  to be invalid or  unenforceable,  the same
shall not affect the  remainder  of the  covenant or  covenants,  which shall be
given full effect without regard to the invalid portions.

                           9.3  If  any  one,  or any  part,  of  the  covenants
contained Section 8 is held to be unenforceable  because of the duration of such
provision or the area covered  thereby,  the parties agree that the court making
such  determination  shall have the power to reduce the duration  and/or area of
such  provision  and,  in  its  reduced  form,  said  provision  shall  then  be
enforceable.

                           9.4 The parties  hereto  intend to and hereby  confer
jurisdiction to enforce the covenants  contained in Section 8 upon the courts of
any state within the geographical scope of such covenants. In the event that the
courts  of any one or more of such  states  shall  hold  such  covenants  wholly
unenforceable  by reason of the  breadth of such scope or  otherwise,  it is the
intention of the parties  hereto that such  determination  not bar or in any way
affect in the courts of any other states within the  geographical  scope of such
covenants Medco's right to the relief provided in this Section 9 for breaches of
such covenants in such other states,  the above covenants as they relate to each
state being, for this purpose, severable into diverse and independent covenants.

                           9.5 In the  event  that  any  action,  suit or  other
proceeding  in law or in equity is brought to enforce any one,  or any part,  of
the  covenants  contained in Section 8 or to obtain money damages for the breach
thereof, and such action results in the award of a judgment for money damages or
in the granting of any  injunction  in favor of Medco,  all expenses  (including
reasonable  attorneys'  fees) of Medco in such action,  suit or other proceeding
shall (on demand of Medco) be paid by Blevins.

         10.      Inventions and Patents.

                  10.1 Blevins  hereby agrees that all  processes,  technologies
and inventions  ("Inventions),  including without  limitation new contributions,
improvements,  ideas and  discoveries,  whether  patentable  or not,  conceived,
developed,  invented or made by him while he was  employed by Medco prior to the
Term or during the Term shall  belong to Medco,  provided  that such  Inventions
grew out of Blevins work with Medco or any of its  subsidiaries  or  affiliates,
are related in any manner to the business  (commercial or experimental) of Medco
or any of its  subsidiaries  or  affiliates  or are conceived or made on Medco's
time or with the use of Medco's  facilities or materials.  Blevins hereby agrees
to: (a) promptly  disclose  each such  Invention to Medco,  (b) assign to Medco,
without  additional  compensation,  all  patent  and  other  rights to each such
Invention for the United  States and foreign  countries,  (c) give  testimony in
support of his  inventorship  and (d) sign all papers necessary to carry out the
foregoing.

                  10.2 If any Invention is described in a patent  application or
is disclosed to third  parties,  directly or  indirectly,  by Blevins within two
years after the  termination of his  employment by Medco,  Blevins hereby agrees
that the Invention  shall be deemed  conceived or made during the period Blevins
was employed by Medco and shall belong to Medco.

                  10.3  Blevins  agrees  that he will not claim  any  individual
right,  title or interest in or to any Invention based on it having been made or
acquired by him prior to the date of this Agreement,  except for Inventions,  if
any, disclosed to Medco in writing prior to the date hereof.

                  11.      Notices.

                           11.1 All notices and consents  required or desired to
be given pursuant  hereto shall be in writing and shall be deemed properly given
if  delivered  to the  addressee,  in person,  or if mailed,  by  registered  or
certified mail, return receipt requested, to Blevins at the address set forth at
the head of this Agreement and to Medco, to the attention of the Chairman of the
Board of Directors, at its address set forth at the head of this Agreement.

                           11.2 Any  address  specified  above may be changed by
notice  given,  as herein  provided,  by the party hereto whose address is being
changed to the other party hereto.

                           11.3  Notices  delivered  in  person  shall be deemed
given on the date of  delivery;  and notices  mailed shall be deemed given three
days after the date of mailing.

                  12.  Amendment;  Waiver.  This Agreement may not be amended or
modified  in any  manner,  except by an  instrument  in  writing  signed by both
parties  hereto  and  approved  by the  Board of  Directors  of Medco  acting by
majority  vote. The failure of either party hereto to enforce at any time any of
the provisions of this Agreement  shall in no way be construed to be a waiver of
any such  provision  or any  other  provision,  or of the  right  of such  party
thereafter  to enforce each and every such  provision or other  provision in the
event of a subsequent breach.

                  13. Agreement  Binding Upon  Successors.  This Agreement is an
agreement for the personal services of Blevins and it shall inure to the benefit
of, and shall be binding  upon  Medco,  its  successors  and  assigns,  and upon
Blevins, his heirs,  executors,  administrators and legal  representatives,  and
therefore the obligations of Blevins hereunder may not be assigned.

                  14. Choice of Law. It is the intention of the parties that the
internal laws of North Carolina shall govern the validity of this Agreement, the
construction  of its terms and the  interpretation  of the rights and duties for
the parties.

                  15.  Section  Headings.  Section  heading  contained  in  this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

                  16.  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.

                  17. Indemnification. Medco agrees to indemnify Blevins for his
actions on behalf of Medco in accordance with Medco's  standard  Indemnification
Agreement for officers and directors.

                  18.  Entire  Agreement.  This  Agreement (i)  constitutes  the
entire agreement and supersedes all other prior  agreements and  understandings,
both written and oral,  between the parties  with respect to the subject  matter
hereof,  and (ii) is not  intended to and shall not confer upon any person other
than the  parties  hereto any rights or remedies  hereunder  or  otherwise  with
respect to the subject matter hereof.


<PAGE>

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the day and year first above written.

MEDCO RESEARCH, INC.                    ACCEPTED AND AGREED TO:



By:
         Richard C. Williams            Roger D. Blevins, Pharm.D.
         Chairman of the Board          President and COO