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                                                                   Exhibit 10.65

[SCHEIN LETTERHEAD]

December 1, 1999

Mr. Don Britt
10 Riders  Run
Newtown Square, PA 19073


Dear Don:

It is my pleasure to extend to you an offer of employment as a key member of the
senior management team.  Martin Sperber and the senior management  leadership at
Schein believe you will make a substantial contribution to the future success of
the company. The specifics of your offer are described below.

TITLE: Your title will be Senior Vice President of Quality.

REPORTING RELATIONSHIP:  You will report to Martin Sperber,  Chairman and CEO of
Schein.

BASE SALARY: Your base salary will be $ 350,000 per annum,  subject to increase,
not reduction, from time to time.

BONUS:  You will be  eligible  to receive an annual  discretionary  bonus with a
target award of 30 % of base salary with a range of 0-60% of base  salary.  This
bonus plan is based on both the performance of the Company and the completion of
certain  agreed  upon  goals.  For  calendar  year 2000 you will be  eligible to
receive a bonus in the range of  $100,000 to  $300,000  should you meet  certain
mutually agreed upon goals negotiated between you and Martin Sperber.

ADDITIONAL COMPENSATION:  You will receive additional compensation in the amount
of $300,000 earned and payable as follows. The first payment of $104,000 will be
paid during your first week of employment  with the Company.  If you voluntarily
leave the Company to accept  employment  elsewhere prior to the end of the first
year of  employment,  you will repay the Company the first  payment.  The second
payment of $100,000 will be paid on the first  anniversary  of your  employment.
The third and final payment of $96,000 will be paid on the second anniversary of
your  employment.  In the event that you voluntarily  leave the company prior to
any payment date, you will lose the remaining  unpaid balance.  If, on the other
hand,  prior to the end of the second year your employment is terminated for any
reason  whatsoever  (including death or permanent  disability),  other than your
voluntarily  terminating  employment  without

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cause or by the  Company  for  cause,  the  Company  will pay you the  remaining
balance.  Upon a change in control of the Company,  the entire remaining balance
of the additional compensation will be paid by the Company to you.

EMPLOYMENT  CONTRACT:  The Company will offer you an Employment  Contract  which
specifies  initial  salary,  benefits and title,  including a two year severance
benefit for termination  without cause  including base salary,  target bonus and
immediate  vesting of all unvested stock  options.  A reduction in salary or job
status will also trigger termination of employment benefits.

If there is a change in control and you are  terminated  or choose not to remain
with the Company,  you will receive a payment equal to two years base salary and
target bonus. In addition, all options will immediately vest.

COMPANY CAR: The Company will lease you an automobile with a negotiated  sticker
price up to $40,000.  The Company will  reimburse  you for all normal  operating
costs including insurance,  gas, regular maintenance and repairs. If you choose,
the Company will provide you with a monthly stipend of $1,381,  which will allow
you to obtain a car outside the program. To qualify for the monthly stipend, the
Company  will  require  you to  maintain  a minimum  of one  million  dollars in
liability coverage.

 LONG TERM INCENTIVE  PLAN: The Company  maintains a Stock Option Plan. You will
receive an initial  grant of 65,000 fair market  options with the price fixed on
your first day of work.  In  addition,  the  Company  will also grant you 65,000
below market options with a grant price of 50% of the fair market value price on
your first day of work.  Options granted under the Schein  Pharmaceutical  Stock
Option Plan carry a three-year vesting formula and a ten-year term.

RETIREMENT  PLAN:  The  Company  has a defined  contribution  plan and a 401(k).
Annually, the Company makes a discretionary contribution to the Retirement Plan.
In  recent  years  that  discretionary  contribution  has  been  5% of  eligible
compensation. The Company contribution vests over seven years.

In addition to the ERISA plans  described  above,  the Company offers officers a
Supplemental  Retirement  Plan that  contributes  7% of  compensation  above the
eligible ERISA maximum  compensation  of $150,000.  This  contribution is in the
form of an unfunded  deferred  account  which is  governed  by the same  vesting
formulas as the  Retirement  plan.  The balance in this Plan is credited with 8%
interest per year.

COMPANY BENEFITS:  You are eligible for the Company's full benefit program.  You
will be eligible to accrue  vacation  eligibility  at the rate of four weeks per
year

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RELOCATION: Your relocation package covers the marketing, sale and if necessary,
the  purchase of your home in  Pennsylvania  by the Company,  the closing  costs
associated  with the purchase of a home in close  proximity to Florham Park, NJ,
temporary living and  transportation of your household effects from Pennsylvania
to the above mentioned  proximity.  Your relocation expense will be eligible for
tax assistance as per Company policy.

For a period of three years from your date of hire the Company  will provide you
a furnished  apartment including utilities and a washer/dryer in close proximity
to the Florham Park, NJ, corporate headquarters.

Our  relocation  services are managed by  Relocation  Solutions,  Inc. They will
assist in the sale of your existing home if necessary and the purchase/rental of
your new home in New Jersey.  To begin you relocation  process,  please call Ms.
Jody O'Donnell, President of Relocation Solutions at 800/635-0303.

FINANCIAL  COUNSELING:  The Company offers an annual financial  planning benefit
that  reimburses  participants  at the  rate of 50% of  eligible  expenses  to a
maximum of $1,500 per year.  Covered financial  counseling  services include tax
preparation, investment advice and estate planning.

This offer is contingent upon a successful drug screening.

Don, we are looking forward to building a long-term  relationship  with you as a
senior member of the leadership  team at Schein.  I look forward to your joining
our Company.

Sincerely,

/s/ Oliver Esman

Oliver Esman
Senior Vice President, Human Resources

OE/dt

Enclosure


Accepted:   /s/ Don Britt                          12/21/99
          ---------------------              -----------------
                Don Britt                             Date

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      (b) Definition of "Cause". As used herein, "Cause" shall mean, during the
Term of this Agreement, the occurrence of any of the following:

      (1) the Executive's willful and continued failure to substantially perform
his or her duties under this Agreement for the Corporation or its affiliates;

      (2)  the  commission  by  the  Executive  of  fraud,  misappropriation  or
intentional material damage to the property or business of the Corporation; or

      (3) the commission of a felony by the Executive.