SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (the "Second Amendment") is entered into by and between Phar-Mor, Inc., a Pennsylvania corporation (the "Company") and M. David Schwartz (the "Employee") as of...

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


         This Second Amendment to Employment  Agreement (the "Second Amendment")
is entered into by and between Phar-Mor,  Inc., a Pennsylvania  corporation (the
"Company")  and M. Xxxxx  Xxxxxxxx (the  "Employee")  as of August 27, 1998 (the
"Effective Date").

         WHEREAS,  Employee is currently  employed by the Company  pursuant to a
written Employment Agreement dated as of June 5, 1997 (the "Existing Agreement")
as amended as of June 23, 1998 (the "First Amendment"); and

         WHEREAS,  the  Company  and the  Employee  desire to further  amend the
Existing Agreement, as amended.

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

1.  Paragraph 4 of the First  Amendment  relative to Section  IV.,  TERMINATION,
sub-paragraph 3 of the Existing Agreement is hereby deleted in its entirety.

2.  Section IV.,  TERMINATION,  sub-paragraph  F.3.,  Other Than for Cause or by
Reason of Death or Disability,  as set forth in the Existing  Agreement shall be
amended to provide,  notwithstanding  anything to the contrary  contained in the
Existing  Agreement or the First Amendment,  should a Change of Control occur on
or prior to August 27, 1999, then the Employee shall be entitled to all of those
benefits set forth in  sub-paragraph  F.3.(b) in addition to any other  benefits
the Employee is entitled to thereunder.  The date "June 5, 1998" as contained in
sub-paragraph F.3.(b) of the Existing Agreement shall be deleted and "August 27,
1999"  shall be  inserted in its place as it applies to any Change of Control to
provide  that  in  such  event  the  Employee  shall  receive  two  times  total
compensation as described in the Existing Agreement.

3. All other current terms and conditions of the Existing Employment  Agreement,
as amended,  shall remain the same and any defined  terms used herein shall have
the meaning as defined in the Existing Agreement, as amended.

         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the date first above written.

PHAR-MOR, INC.

By:_______________________________            __________________________________
         Abbey X. Xxxxxx                               M. Xxxxx Xxxxxxxx
         Co-Chairman and Chief
         Executive Officer

By:_______________________________
         Xxxxxx X. Xxxxxx
         Co-Chairman and Chief
         Executive Officer