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<FILENAME>l84486aex10-2.txt

<DESCRIPTION>EXHIBIT 10.2

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                          SALARY CONTINUATION AGREEMENT



         THIS SALARY CONTINUATION AGREEMENT between NCS HealthCare, Inc., an

Ohio corporation (the "Company"), and Kevin B. Shaw (the "Employee"), dated as

of the 29th day of September, 2000.



                                   WITNESSETH:



         WHEREAS, the Board of Directors of the Company (the "Board"), has

determined that it is in the best interests of the Company and its shareholders

to assure that the Company will have the continued dedication of the Employee,

notwithstanding the possibility, threat, or occurrence of a Change of Control

(as defined below) of the Company; and



         WHEREAS, the Board believes it is imperative to diminish the inevitable

distraction of the Employee by virtue of the personal uncertainties and risks

created by a pending or threatened Change of Control, to encourage the

Employee's full attention and dedication to the Company currently and in the

event of any threatened or pending Change of Control, and to provide the

Employee with compensation arrangements upon a Change of Control which provide

the Employee with individual financial security and which are competitive with

those of other corporations; and



         WHEREAS, in order to accomplish these objectives, the Board has caused

the Company to enter into this Agreement;



         NOW, THEREFORE, in consideration of the mutual covenants set forth

herein and other good and valuable consideration, the receipt and adequacy of

which is hereby acknowledged, the parties hereto agree as follows:



         1. DEFINITIONS.



                  1.1 EFFECTIVE DATE OF THIS AGREEMENT.



                    (a) This Agreement shall become effective only upon the

Effective Date (as defined in Section 1.1(b)). Until such time, the Employee

shall have no rights against any person and no person shall have any obligations

to the Employee under or by virtue of this Agreement.



                    (b) The "Effective Date" shall be the first date during the

"Change of Control Period" (as defined in Section 1.1(c)) on which a Change of

Control occurs. Anything in this Agreement to the contrary notwithstanding, if

the Employee's employment with the Company is terminated prior to the date on

which a Change of Control occurs, and it is reasonably demonstrated that such

termination (1) was at the request of a third party who has taken steps

reasonably calculated to effect a Change of Control or (2) otherwise arose in

connection with or anticipation of a Change of Control, then for all purposes of

this Agreement the "Effective Date" shall mean the date immediately prior to the

date of such termination.



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                    (c) The "Change of Control Period" is the period commencing

on the date hereof and ending on the earlier to occur of (i) the first

anniversary of such date or (ii) the first day of the month next following the

Employee's 65th birthday (the "Normal Retirement Date"); PROVIDED, HOWEVER, that

commencing on the date one year after the date hereof, and on each annual

anniversary of such date (such date and each annual anniversary thereof is

hereinafter referred to as the "Renewal Date"), the Change of Control Period

shall be automatically extended so as to terminate on the earlier of (x) one

year from such Renewal Date or (y) the first day of the month coinciding with or

next following the Employee's Normal Retirement Date, unless at least 60 days

prior to the Renewal Date the Company shall give notice that the Change of

Control Period shall not be so extended.



                  1.2 CHANGE OF CONTROL. For the purpose of this Agreement, a

"Change of  Control"  shall mean:



                    (a) The acquisition (other than from the Company) by any

person, entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of

the Securities Exchange Act of 1934 (the "Exchange Act") (excluding, for this

purpose, the Company or its subsidiaries, or any employee benefit plan of the

Company or its subsidiaries which acquires beneficial ownership of voting

securities of the Company), of beneficial ownership, (within the meaning of Rule

13d-3 promulgated under the Exchange Act) of a majority of either the then

outstanding shares of common stock or the combined voting power of the Company's

then outstanding voting securities entitled to vote generally in the election of

directors; or



                    (b) Individuals who, as of the date hereof, constitute the

Board (as of the date hereof the "Incumbent Board") cease for any reason to

constitute at least a majority of the Board, provided that any person becoming a

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