SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"),
effective as of December 6, 1999, is entered into by and between Avatex
Corporation (the "Company"), and Abbey ▇. ▇▇▇▇▇▇ (the"Executive").
WHEREAS, the Company and the Executive are parties to an Employment
Agreement dated and effective as of February 27, 1995, as amended by the
amendment thereto dated as of February 1, 1998 (the "Agreement"); and
WHEREAS, in connection with the merger involving the Company and
Xetava Corporation and the related transactions that are being consummated on or
about December 6, 1999, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Financial Advisors, Inc.
is providing certain opinions on which the Company's Board of Directors is
relying, including an opinion with respect to the solvency of the Company (the
"Opinion"); and
WHEREAS, the Opinion is conditioned on, among other things, the
Company and the Executive entering into this Amendment;
NOW, THEREFORE, the Company and the Executive hereby agree that the
Agreement shall be, and hereby is, amended by adding a new Section 5(e) to the
Agreement, immediately following the unnumbered paragraph beginning with the
words "Without in any way limiting ...," as follows:
Notwithstanding anything in this Agreement to the contrary,
the Executive hereby waives his right to immediate payment
of any severance or other benefits if his employment with
the Company is terminated by the Company for reasons other
than those set forth in Subsection 5(c) hereof or if there
is Termination Without Just Cause by the Executive under
Section 5(d) hereof, provided that (i) such waiver shall
not apply to any termination pursuant to the terms of the
paragraph immediately preceding this subsection (other than
as a result of the merger involving the Company and Xetava
Corporation and the related transactions that are being
consummated on or about December 6, 1999 (the "Merger"), or
actions involving Phar-Mor, Inc. or other entities
affiliated with the Executive, in which case the foregoing
waiver will apply), and (ii) notwithstanding such waiver,
severance and other benefits may be deferred and paid after
(x) the promissory note dated October 9, 1997 executed by
the Company in favor of ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., as Trustee, and
(y) the promissory notes issued in connection with the
Merger to certain electing preferred stock holders of the
Company, are paid or otherwise satisfied, at which time the
waiver will expire.
NY2:\857462\01\$DM#01!.DOC\64935.0001
Except as expressly provided in this Amendment, all other terms and
conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment
effective on the date and year first above written.
AVATEX CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Co-Chief Executive Officer
/s/ Abbey ▇. ▇▇▇▇▇▇
---------------------------------
Abbey ▇. ▇▇▇▇▇▇