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                                                                    Exhibit 10.1

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
by and between PEDIATRIX MEDICAL GROUP, INC., a Florida corporation,
("Employer") and ROGER J. MEDEL, M.D., M.B.A. ("Employee") effective as of the
11th day of November, 2004.

                                    RECITALS

         WHEREAS, Employer is presently engaged in "Employer's Business" as
defined on Exhibit A hereto; and

         WHEREAS, Employee has experience providing management services in
Employer's Business or in fields relating to Employer's Business; and

         WHEREAS, Employer and Employee previously entered into an Amended and
Restated Employment Agreement effective as of April 1, 2003 (the "Prior
Employment Agreement"), which will be cancelled in its entirety with the
execution of this Agreement; and

         WHEREAS, Employer desires to employ Employee as an executive officer of
Employer and benefit from Employee's contributions to Employer; and

         WHEREAS, in order to induce Employer to enter into this Agreement on
the terms and conditions set forth herein (including an increase in compensation
over what was provided under the Prior Employment Agreement), and disclose its
trade secrets and confidential information in connection with Employee's
employment by Employer and provide incentive compensation from time to time,
Employee hereby agrees to be bound by the terms of this Agreement, including the
arbitration, non-competition and related restrictive covenants set forth herein.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties agree as follows:

         1. EMPLOYMENT.

                  1.1. EMPLOYMENT AND TERM. Employer hereby agrees to employ
Employee and Employee hereby agrees to serve Employer on the terms and
conditions set forth herein for an "Initial Term" commencing January 1, 2004
(the "Effective Date") and continuing for a period of five (5) years, unless
sooner terminated in accordance with the provisions of Section 4. Thereafter,
the employment of Employee hereunder shall automatically renew for successive
one (1) year periods until terminated in accordance with the provisions of
Section 4 of this Agreement. In this Agreement, the term "Employment Period"
shall refer to the period of time that this Agreement is in effect and ending on
the termination date as determined in accordance with the provisions of Section
4 of this Agreement.

                  1.2. DUTIES OF EMPLOYEE. During the Employment Period,
Employee shall serve as President and Chief Executive Officer of Employer and
perform such duties as are customary to the




position Employee holds or as may be reasonably assigned to Employee from time
to time by Employer's Board of Directors ("Employee's Supervisor"); PROVIDED,
that such duties as assigned shall be customary to Employee's role as an
executive officer of Employer. Employee's employment shall be full-time and as
such Employee agrees to devote substantially all of Employee's attention and
professional time to the business and affairs of Employer. During the Employment
Period, Employer shall promote the proficiency of Employee by, among other
things, providing Employee with Confidential Information, specialized
professional development programs, and information regarding the organization,
administration and operation of Employer. During the Employment Period, Employee
agrees that Employee will not, without the prior written consent of Employer
(which consent shall not be unreasonably withheld), serve as a director on a
corporate board of directors or in any other similar capacity for any
institution other than Employer. During the Employment Period, it shall not be a
violation of this Agreement to (i) serve on civic or charitable boards or
committees, or (ii) deliver lectures, fulfill speaking engagements or teach at
educational institutions, so long as such activities do not interfere with the
performance of Employee's responsibilities as an employee of Employer in
accordance with this Agreement, including the restrictions of Section 8 hereof.

                  1.3. PLACE OF PERFORMANCE. Employee shall be based at
Employer's offices located in Sunrise, Florida, except for required travel
relating to Employer's Business.

         2. BASE SALARY AND PERFORMANCE BONUS.

                  2.1. BASE SALARY. Employee shall be paid an annual base salary
of Six Hundred Seventy-Five Thousand Dollars ($675,000.00) (the "Base Salary"),
payable in installments consistent with Employer's customary payroll schedule
and subject to applicable withholding for taxes and Employee directed
withholdings. The Compensation Committee of the Board of Directors of Employer
(the "Compensation Committee") shall review the amount of Employee's Base Salary
on an annual basis no later than ninety (90) days after the beginning of the
Employer's fiscal year. Any change to Employee's Base Salary that is approved by
the Compensation Committee shall become the Base Salary for purposes of this
Agreement.

                  2.2. PERFORMANCE BONUS. Employee shall be eligible for an
annual bonus (the "Performance Bonus") in accordance with incentive programs
approved from time to time by the Compensation Committee, which programs shall
contemplate a target bonus payment of at least One Hundred Percent (100%) of
Employee's Base Salary upon the fulfillment of reasonable performance objectives
set by the Compensation Committee. If earned, the Performance Bonus shall be
paid to Employee no later than ninety (90) days after the end of Employer's
fiscal year.




                                       2



         3. BENEFITS.

                  3.1. EXPENSE REIMBURSEMENT. Employer shall promptly reimburse
Employee for all out-of-pocket expenses reasonably incurred by Employee on
behalf of or in connection with Employer's Business pursuant to the
reimbursement standards and guidelines of Employer in effect from time to time.
Employee shall account for such expenses and submit reasonable supporting
documentation to Employer in accordance with Employer's policies in effect from
time to time.

                  3.2. EMPLOYEE BENEFITS. During the Employment Period, Employee
shall be entitled to participate in such health, welfare, disability, stock
purchase, retirement savings and other fringe benefit plans and programs as may
be established and maintained by Employer from time to time to the extent that
such plans and programs are applicable to other similarly situated employees of
Employer and subject to the provisions of such plans and programs.

                  3.3. LEAVE TIME. During the Employment Period, Employer shall
allow Employee paid leave time each year for vacation, illness, injury or other
similar purposes in accordance with Employer's policies in effect from time to
time, but in no event less than six (6) weeks per calendar year (prorated for
periods of less than a calendar year). Any leave time not used during each
calendar year may be carried over into the next year to the extent permitted by
Employer's policies in effect from time to time.

                  3.4. INCENTIVE COMPENSATION PLAN. Employee shall be eligible
to participate in Employer's 2004 Incentive Compensation Plan or any other
similar plan adopted by Employer that provides for the issuance of stock
options, restricted stock and other awards to its employees. Employee's stock
based award each year shall be determined by the Compensation Committee based on
Employee's performance and the Company's performance during the immediately
preceding year and shall be consistent with the Compensation Committee's
determination of Employee's stock based award in prior years. The terms of any
award to Employee and Employee's rights and interest in any such award shall be
controlled by this Agreement, and the 2004 Incentive Compensation Plan or such
other plan then in effect. Employee acknowledges that this Section 3 is
sufficient consideration for Employee to enter into this agreement, including
the restrictive covenants set forth in Section 8 below.

                  3.5. PERSONAL USE OF CORPORATE AIRCRAFT. Corporate aircraft
may be used by Employee for personal matters; PROVIDED, HOWEVER, (i) the
aircraft is not being used, nor during the period Employee has requested use for
personal matters will it be needed for use, by Employer for business-related
matters, as Employer shall have priority over Employee's personal use; and (ii)
Employee's personal use of the aircraft does not exceed a total of seventy-five
(75) hours of flight in any calendar year without the advance approval of the
Compensation Committee. Such personal use of the aircraft by Employee shall be
treated as imputed income to Employee in accordance with rules and regulations
of the Internal Revenue Code of 1986, as amended.




                                       3



         4. TERMINATION.

                  4.1. TERMINATION FOR CAUSE. Employer may terminate this
Agreement for Cause. As used in this Agreement, the term "Cause" shall mean:

                  (a) Any act or omission of Employee, which is materially
         contrary to the business interests, reputation or goodwill of Employer;

                  (b) A material breach by Employee of Employee's obligations
         under this Agreement, which breach is not promptly remedied upon
         written notice from Employer;

                  (c) Employee's failure or refusal to perform Employee's duties
         in any material respect as reasonably assigned pursuant to this
         Agreement, other than a failure or refusal which is remedied by
         Employee promptly after receipt of written notice thereof by Employer;
         or

                  (d) Employee's failure or refusal to comply with a reasonable
         policy, standard or regulation of Employer in any material respect,
         including but not limited to Employer's sexual harassment, other
         unlawful harassment, workplace discrimination or substance abuse
         policies.

The termination date for a termination of this Agreement pursuant to this
Section 4.1 shall be the date specified by Employer in a written notice to
Employee of finding of Cause, which may not be retroactive. Upon any termination
of this Agreement pursuant to this Section 4.1, Employee shall be entitled to
compensation in accordance with, and subject to, the provisions of Section 5.1
hereof.

                  4.2. DISABILITY. Employer may terminate this Agreement upon
the Disability (as defined below) of Employee. Subject to the requirements of
applicable law, Employee shall be deemed to have a "Disability" for purposes of
this Agreement in the event of (i) Employee's inability to perform Employee's
duties hereunder, with or without a reasonable accommodation, as a result of
physical or mental illness or injury, and (ii) a determination by an independent
qualified physician selected by Employer and acceptable to Employee (which
acceptance shall not be unreasonably withheld) that Employee is currently unable
to perform such duties and in all reasonable likelihood such inability will
continue for a period in excess of an additional ninety (90) or more days in any
one hundred twenty (120) day period. The termination date for a termination of
this Agreement pursuant to this Section 4.2 shall be the date specified by
Employer in a notice to Employee, which date shall not be retroactive. Upon any
termination of this Agreement pursuant to this Section 4.2, Employee shall be
entitled to compensation and/or benefits in accordance with, and subject to, the
provisions of Section 5.2 hereof.

                  4.3. DEATH. This Agreement shall terminate automatically upon
the death of Employee, without any requirement of notice by Employer to
Employee's estate. The date of Employee's death shall be the termination date of
this Agreement pursuant to this Section 4.3. Upon any termination of this
Agreement pursuant to this Section 4.3, Employee shall be entitled to the
compensation specified in Section 5.3 hereof.




                                       4


                  4.4. TERMINATION BY EMPLOYER WITHOUT CAUSE. Employer may
terminate Employee's employment without cause by giving Employee written notice
of such termination. The termination date shall be the date specified by
Employer in such notice, which shall not be less than ninety (90) days from the
date of written notice to Employee. Upon any termination of this Agreement
pursuant to this Section 4.4, Employee shall be entitled to compensation and/or
benefits in accordance with, and subject to, the provisions of Section 5.4
hereof.

                  4.5. TERMINATION BY EMPLOYEE DUE TO POOR HEALTH. Employee may
terminate Employee's employment under this Agreement upon written notice to
Employer if Employee's health should become impaired to any extent that makes
the continued performance of Employee's duties under this Agreement hazardous to
Employee's physical or mental health or Employee's life (regardless of whether
such condition would be deemed a Disability under any other Section of this
Agreement), PROVIDED that Employee shall have furnished Employer with a written
statement from a qualified doctor to that effect, and PROVIDED FURTHER that, at
Employer's written request and expense, Employee shall submit to a medical
examination by an independent qualified physician selected by Employer and
acceptable to Employee (which acceptance shall not be unreasonably withheld),
which doctor shall substantially concur with the conclusions of Employee's
doctor. The termination date shall be ninety (90) days from Employer's receipt
of such notice. Upon any termination of this Agreement pursuant to this Section
4.5, Employee shall be entitled to compensation and/or benefits in accordance
with, and subject to, the provisions of Section 5.5 hereof.

                  4.6. TERMINATION BY EMPLOYEE. Employee may terminate
Employee's employment under this Agreement for any reason whatsoever upon not
less than ninety (90) days prior written notice to Employer. Upon receipt of
such notice from Employee, Employer may, at its option, require Employee to
terminate employment at any time in advance of the expiration of such ninety
(90) day period. The termination date under this Section 4.6 shall be the date
specified by Employer, but in no event more than ninety (90) days after
Employer's receipt of notice from Employee as contemplated by this Section 4.6.
Upon any termination of this Agreement pursuant to this Section 4.6, Employee
shall be entitled to compensation and/or benefits in accordance with, and
subject to, the provisions of Section 5.6 hereof.

                  4.7. TERMINATION BY EMPLOYEE FOR GOOD REASON. Employee may
terminate Employee's employment hereunder for Good Reason. For purposes of this
Section, "Good Reason" shall mean:

                  (a) the assignment to Employee of any duties inconsistent in
         any material respect with the Employee's position (including status,
         offices, titles and reporting requirements), authority, duties or
         responsibilities as assigned by Employee's Supervisor, or any other
         action by Employer that results in a material diminution in such
         position, authority, duties or responsibilities, excluding for this
         purpose an isolated, insubstantial and inadvertent action not taken in
         bad faith and which is remedied by Employer promptly after receipt of
         written notice from Employee;




                                       5


                  (b) any material failure by Employer to comply with its
         obligations to Employee as agreed upon (including under Sections 2.2
         and 3.4 hereof), other than an isolated, insubstantial and inadvertent
         failure not occurring in bad faith and which is remedied by Employer
         promptly after receipt of written notice from Employee;

                  (c) the requirement by Employer that Employee be based at any
         office or location outside of twenty-five (25) miles from the location
         of Employee's service as of the date hereof, except for travel
         reasonably required in the performance of the Employee's duties;

                  (d) a decrease in Employee's Base Salary or failure to award
         incentive compensation as contemplated by Section 3.4;

                  (e) the failure of Employer to set a Performance Bonus target
         in accordance with Section 2.2 or pay a Performance Bonus otherwise due
         to Employee;

                  (f) the termination by Employer of the employment of two (2)
         Key Executives within a one (1) year period or three (3) Key Executives
         within a two (2) year period. For purposes of this subsection , "Key
         Executives" shall refer to the individuals serving as Chief Executive
         Officer, President, Chief Financial Officer and General Counsel as of
         the date first written above; or

                  (g) a Change in Control of Employer. For purposes of this
         subsection, "Change in Control of Employer" shall mean (i) the
         acquisition by a person or an entity or a group of persons and
         entities, directly or indirectly, of more than fifty (50%) percent of
         Employer's common stock in a single transaction or a series of
         transactions (hereinafter referred to as a "50% Change in Control");
         (ii) a merger or other form of corporate reorganization resulting in an
         actual or DE FACTO 50% Change in Control; or (iii) the failure of
         Applicable Directors (defined below) to constitute a majority of
         Employer's Board of Directors (the "Board") during any two (2)
         consecutive year period after the date of this Agreement (the "Two-Year
         Period"). "Applicable Directors" shall mean those individuals who are
         members of the Board at the inception of the Two-Year Period and any
         new director whose election to the Board or nomination for election to
         the Board was approved (prior to any vote thereon by the shareholders)
         by a vote of at least two-thirds (2/3) of the directors then still in
         office who either were directors at the beginning of the Two-Year
         Period at issue or whose election or nomination for election during
         such Two-Year Period was previously approved as provided in this
         sentence.

If Employee desires to terminate this Agreement pursuant to this Section,
Employee must, within ninety (90) days after the occurrence of events giving
rise to the Good Reason, provide Employer with a written notice describing the
Good Reason in reasonable detail. Such notice shall include the proposed
termination date of this Agreement, which must be ninety (90) days from the date
of the notice. Upon receipt of such notice from Employee, Employer may, at its
option, require Employee to terminate employment at any time in advance of the
expiration of such ninety (90) day period. The termination date under this
Section 4.7 shall be the date specified by Employer, but in no event more than
ninety (90) days after Employer's receipt of notice from Employee as
contemplated by this



                                       6


Section 4.7. If (i) Employee terminates this Agreement pursuant to this Section
4.7, or (ii) Employer terminates this Agreement for any reason within
twenty-four (24) months after a Change in Control of Employer, then Employee
shall be entitled to compensation and/or benefits in accordance with, and
subject to, the provisions of Section 5.7 hereof, but shall not be entitled to
compensation under any other subsection of Section 5 hereof.

         5. COMPENSATION AND BENEFITS UPON TERMINATION.

                  5.1. CAUSE. If Employee's employment is terminated for Cause,
Employer shall pay Employee's Base Salary through the termination date specified
in Section 4.1 at the rate in effect at the termination date. In addition, if
Employee's employment is terminated pursuant to Section 4.1(c), Employer shall
continue Base Salary payments to Employee for a period of twelve (12) months
after the termination date. Upon payment of such amounts, plus any amounts as
may be due under Section 5.9 below, Employer shall have no further obligation to
Employee under this Agreement.

                  5.2. DISABILITY. In the event of Employee's Disability,
Employee shall continue to receive Employee's Base Salary for the first ninety
(90) days of Disability. Thereafter, payments, if any, shall be administered
pursuant to Employer's sponsored long-term disability policy. If Employee's
employment is terminated pursuant to Section 4.2 in connection with Employee's
Disability, Employee shall receive any amounts payable under Section 5.9 hereof;
and, Employee shall also receive fifty percent (50%) of Employee's annual Base
Salary at the rate in effect at the termination date, payable in six (6) equal
monthly installments after the termination date, plus a bonus calculated in
accordance with Section 5.10 hereof. The six (6) month period after the
termination date during which Employee may continue to receive Base Salary
payments pursuant to this Section 5.2 shall be referred to as the "Severance
Period" for purposes of this Agreement.

                  5.3. DEATH. Upon Employee's death during the Employment
Period, Employer shall pay to the person or entity designated by Employee in a
notice filed with Employer or, if no person is designated, to Employee's estate
any unpaid amounts of Base Salary to the date of Employee's death, plus any
amounts as may be due under Sections 5.9 and 5.10 below. Any payments Employee's
spouse, beneficiaries or estate may be entitled to receive pursuant to any
pension plan, employee welfare benefit plan, life insurance policy, or similar
plan or policy then maintained by Employer shall be determined and paid in
accordance with the written instruments governing the respective plans and
policies. In the event of Employee's death during the Employment Period,
Employer shall notify Employee's designee or estate of the stock awards held by
Employee and the procedures pursuant to which all vested stock options may be
exercised and other stock awards may be realized under the terms applicable to
such awards.

                  5.4. TERMINATION BY EMPLOYER WITHOUT CAUSE. If Employer
terminates Employee's employment in accordance with Section 4.4, then (i)
Employer shall pay Employee's Base Salary through the termination date specified
in Section 4.4 at the rate in effect at such termination date, plus any amount
due under Section 5.9 hereof; and (ii) Employer shall (a) continue to pay
Employee's monthly Base Salary for a period of twenty-four (24) months after the
termination date, and (b) on the first (1st) and second (2nd) anniversaries of
the termination date, pay Employee an



                                       7


amount equal to the lesser of Employee's Average Annual Performance Bonus (as
defined below) or Employee's bonus for the year immediately preceding Employee's
termination, and (c) pay Employee a bonus calculated in accordance with Section
5.10 hereof. The twenty-four (24) month period after the termination date during
which Employee may continue to receive Base Salary payments pursuant to this
Section 5.4 shall be referred to as the "Severance Period" for purposes of this
Agreement. For purposes of this Agreement, "Average Annual Performance Bonus"
shall be equal to the Employee's then applicable Base Salary multiplied by a
percentage obtained by averaging the quotients of the Performance Bonus paid to
Employee for the three (3) full calendar years prior to the termination date
divided by the Employee's Base Salary in effect for the calendar year for which
the Performance Bonus relates.

                  5.5. TERMINATION BY EMPLOYEE DUE TO POOR HEALTH. If Employee
terminates this Agreement pursuant to Section 4.5 hereof, Employer shall pay to
Employee any unpaid amounts of Base Salary to the termination date specified in
Section 4.5, plus any disability payments otherwise payable by or pursuant to
plans provided by Employer, plus any amounts as may be due under Section 5.9
hereof. Employer shall also pay Employee a bonus calculated in accordance with
Section 5.10 hereof.

                  5.6. TERMINATION BY EMPLOYEE. If this Agreement terminates
pursuant to Section 4.6 hereof, Employer shall pay to Employee any unpaid
amounts of Base Salary to the termination date specified in Section 4.6, plus
any amounts as may be due under Section 5.9 below. In the event that the
termination date specified by Employer is less than ninety (90) days after the
date of Employer's receipt of notice as contemplated by Section 4.6, then
Employer shall continue Employee's Base Salary for a period of days equal to
ninety (90) minus the number of days from Employee's notice to the termination
date.

                  In addition, if Employee gives Employer sufficient notice in
accordance with Section 4.6 and executes a general release of Employer that is
satisfactory to Employer, Employer shall pay Employee a bonus calculated in
accordance with Section 5.10 hereof.

                  5.7. TERMINATION BY EMPLOYEE FOR GOOD REASON. If this
Agreement is terminated in accordance with Section 4.7, then (i) Employer shall
pay Employee's Base Salary through the termination date specified in Section 4.7
at the rate in effect at such termination date, plus any amounts as may be due
under Section 5.9 hereof; and (ii) Employer shall (a) continue to pay Employee's
monthly Base Salary for a period of twenty-four (24) months after the
termination date; (b) on the first (1st) and second (2nd) anniversaries of the
termination date, pay Employee an amount equal to the lesser of Employee's
Average Annual Performance Bonus or Employee's bonus for the year immediately
preceding Employee's termination; PROVIDED, HOWEVER, that if this Agreement is
terminated in connection with a Change in Control of Employer, then Employer
shall make such Performance Bonus payments due to Employee under this Agreement
in a lump sum within ninety (90) days after termination of this Agreement; and
(c) pay Employee a bonus calculated in accordance with Section 5.10 hereof. The
twenty-four (24) month period after the termination date during which Employee
continues to receive Base Salary payments pursuant to this Section 5.7 shall be
referred to as the "Severance Period" for purposes of this Agreement.
Notwithstanding the



                                       8


foregoing, if this Agreement is terminated in connection with a Change in
Control of Employer, the payments to Employee under this Section shall be
subject to the provisions of Section 5.8 below.

                  5.8. PAYMENTS IN THE EVENT OF A CHANGE IN CONTROL OF EMPLOYER.
In the event it shall be determined that any payment, distribution or other
action by Employer to or for the benefit of the Employee (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise, including any additional payments required under Section 5.7) (a
"Payment") would be subject to an excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any interest or
penalties are incurred by the Employee with respect to any such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), Employer shall make a payment to
the Employee (a "Gross-Up Payment") in an amount such that after payment by the
Employee of all taxes (including any Excise Tax) imposed upon the Gross-Up
Payment, the Employee retains (or has had paid to the Internal Revenue Service
on his behalf) an amount of the Gross-Up Payment equal to the sum of (x) the
Excise Tax imposed upon the Payments and (y) the product of any deductions
disallowed because of the inclusion of the Gross-Up Payment in the Employee's
adjusted gross income and the highest applicable marginal rate of federal income
taxation for the calendar year in which the Gross-Up Payment is to be made. For
purposes of determining the amount of the Gross-Up Payment, the Employee shall
be deemed to (i) pay federal income taxes at the highest marginal rates of
federal income taxation for the calendar year in which the Gross-Up Payment is
to be made, and (ii) pay applicable state and local income taxes at the highest
marginal rate of taxation for the calendar year in which the Gross-Up Payment is
to be made, net of the maximum reduction in federal income taxes which could be
obtained from deduction of such state and local taxes.

                  (a) Subject to the provisions of paragraph (b) of this
         Section, all determinations required to be made under this Section 5.8,
         including whether and when a Gross-Up Payment is required and the
         amount of such Gross-Up Payment and the assumptions to be utilized in
         arriving at such determination, shall be made by a "Big Four"
         accounting firm (the "Accounting Firm") selected by the Chief Executive
         Officer; PROVIDED, that if the Gross-Up Payment relates to the
         termination of the Chief Executive Officer's employment with Employer,
         then the Accounting Firm shall be selected by the Chief Financial
         Officer; and PROVIDED, FURTHER that the Accounting Firm shall not also
         be Employer's independent auditor. The Accounting Firm shall provide
         detailed supporting calculations both to Employer and the Employee
         within fifteen (15) business days of the receipt of notice from the
         Employee that there has been a Payment, or such earlier time as is
         requested by Employer. All fees and expenses of the Accounting Firm
         shall be borne solely by Employer. Any Gross-Up Payment, as determined
         pursuant to this Section 5.8, shall be paid by Employer to the Employee
         within five (5) days of the receipt of the Accounting Firm's
         determination. If the Accounting Firm determines that no Excise Tax is
         payable by the Employee, it shall furnish the Employee with a written
         opinion that failure to report the Excise Tax on the Employee's
         applicable federal income tax return would not result in the imposition
         of a negligence or similar penalty. Any determination by the Accounting
         Firm shall be binding upon Employer and the Employee. As a result of
         the uncertainty in the application of Section 4999 of the Code at the
         time of the initial determination by the Accounting Firm hereunder, it
         is possible that Gross-Up Payments that may not have been made by
         Employer should have been made



                                       9


         ("Underpayment") consistent with the calculations required to be made
         hereunder. In the event that Employer exhausts its remedies pursuant to
         Section 5.8 and the Employee thereafter is required to make a payment
         of any Excise Tax, the Accounting Firm shall determine the amount of
         the Underpayment that has occurred and any such Underpayment shall be
         promptly paid by Employer to or for the benefit of the Employee.

                  (b) Employee shall notify Employer in writing of any claim by
         the Internal Revenue Service that, if successful, would require the
         payment by Employer of the Gross-Up Payment. Such notification shall be
         given as soon as practicable but no later than twenty (20) business
         days after the Employee is informed in writing of such claim and shall
         apprise Employer of the nature of such claim and the date on which such
         claim is requested to be paid. The Employee shall not pay such claim
         prior to the expiration of the thirty (30) day period following the
         date on which it gives such notice to Employer (or such shorter period
         ending on the date that any payment of taxes with respect to such claim
         is due). If Employer notifies the Employee in writing prior to the
         expiration of such period that it desires in good faith to contest such
         claim, the Employee shall:

                           (i) give Employer any information reasonably
                  requested by Employer relating to such claim;

                           (ii) take such action in connection with contesting
                  such claim as Employer shall reasonably request in writing
                  from time to time, including, without limitation, accepting
                  legal representation with respect to such claim by an attorney
                  reasonably selected by Employer;

                           (iii) cooperate with Employer in good faith in order
                  effectively to contest such claim; and

                           (iv) permit Employer to participate in any
                  proceedings relating to such claim;

         PROVIDED, HOWEVER, that Employer shall bear and pay directly all costs
         and expenses (including additional interest and penalties) incurred in
         connection with such contest and shall indemnify and hold the Employee
         harmless, on an after-tax basis, for any Excise Tax or income tax
         (including interest and penalties with respect thereto) imposed as a
         result of such contest and payment of costs and expenses. Without
         limitation on the foregoing provisions of this Section 5.8(b), Employer
         shall control all proceedings taken in connection with such contest
         and, after making a determination in good faith, at its sole option,
         may pursue or forego any and all administrative appeals, proceedings,
         hearings and conferences with the taxing authority in respect of such
         claim and may, at its sole option, either direct the Employee to pay
         the tax claimed and sue for a refund or contest the claim in any
         permissible manner, and the Employee agrees to prosecute such contest
         to a determination before any administrative tribunal, in a court of
         initial jurisdiction and in one or more appellate courts, as Employer
         shall reasonably determine; PROVIDED, HOWEVER, that if Employer directs
         the Employee to pay such claim and sue for a refund, Employer shall
         advance the amount of such payment to the Employee, on an interest-free
         basis and shall indemnify and hold the



                                       10


         Employee harmless, on an after-tax basis, from any Excise Tax or income
         tax (including interest or penalties with respect thereto) imposed with
         respect to such advance or with respect to any imputed income with
         respect to such advance; and FURTHER PROVIDED that any extension of the
         statute of limitations relating to payment of taxes for the taxable
         year of the Employee with respect to which such contested amount is
         claimed to be due is limited solely to such contested amount.
         Furthermore, Employer's control of the contest shall be limited to
         issues with respect to which a Gross-Up Payment would be payable
         hereunder and the Employee shall be entitled to settle or contest, as
         the case may be, any other issue raised by the Internal Revenue Service
         or any other taxing authority.

                  (c) If, after the receipt by the Employee of an amount
         advanced by Employer pursuant to Section 5.8(b), the Employee becomes
         entitled to receive any refund with respect to such claim, the Employee
         shall (subject to Employer's complying with the requirements of Section
         5.8(b)) promptly pay to Employer the amount of such refund (together
         with any interest paid or credited thereon after taxes applicable
         thereto). If, after the receipt by the Employee of an amount advanced
         by Employer pursuant to Section 5.8(b), a determination is made that
         the Employee shall not be entitled to any refund with respect to such
         claim and Employer does not notify the Employee in writing of its
         intent to contest such denial of refund prior to the expiration of
         thirty (30) days after such determination, then such advance shall be
         forgiven and shall not be required to be repaid and the amount of such
         advance shall offset, to the extent thereof, the amount of Gross-Up
         Payment required to be paid.

                  5.9. EXPENSE REIMBURSEMENT. Employee shall be entitled to
reimbursement for reasonable business expenses incurred prior to the termination
date, subject, however to the provisions of Section 3.1.

                  5.10. PERFORMANCE BONUS. In the situations described in
Sections 5.2, 5.3, 5.4, 5.5, 5.6, and 5.7, upon termination of this Agreement
Employee may be paid a bonus with respect to Employer's fiscal year in which the
termination date occurs, equal to the Performance Bonus that would have been
payable to Employee for the fiscal year if Employee's employment had not been
terminated, multiplied by the number of days in the fiscal year prior to and
including the date of termination and divided by three hundred sixty-five (365).
Any amount paid under this Section 5.10 shall be paid to Employee when Employer
pays performance bonuses to its eligible employees, which may be in the calendar
year following the termination date of this Agreement.

                  5.11. EMPLOYMENT TRANSITION AND SEVERANCE AGREEMENT. If
Employer so requests within five business days following a termination of this
Agreement pursuant to Section 4.2, 4.4, 4.5, or 4.7, Employee shall continue to
be employed by Employer on a part time basis for a period (the "Transition
Period") to be determined by Employer that shall not exceed ninety (90) days,
unless extended by mutual agreement. During the Transition Period, the Employee
shall perform (to the extent reasonably capable in the case of a termination
pursuant to Section 4.5 or Section 4.7) such services as may reasonably be
required for the transition to others of matters previously within Employee's
responsibilities. Unless otherwise mutually agreed, Employee will not be
required to serve more than five (5) days per month during the Transition
Period. For services during the Transition Period, Employee shall be compensated
at a daily rate equal to his Base Salary



                                       11


immediately preceding the termination of this Agreement divided by 365. In
addition, if Employee fully satisfies his obligations during the Transition
Period and fully complies with all provisions of Section 8 of this Agreement,
all stock options, restricted stock and other incentive compensation awards
granted to Employee by Employer prior to termination of this Agreement shall
continue to vest.

                  5.12. CONTINUATION OF BENEFIT PLANS. Employee shall be
entitled to continuation of health, medical, hospitalization and other similar
health insurance programs as if Employee were still an employee of Employer
during any Severance Period and, in all cases, as provided by any applicable
law. In addition, if (i) Employee has been an employee of Employer for at least
five (5) years, (ii) this Agreement is terminated (a) by Employer pursuant to
Section 4.2 or 4.4, (b) pursuant to Section 4.3, or (c) by Employee pursuant to
Sections 4.5, 4.6 (provided that such termination is after December 31, 2005),
or 4.7, and (iii) Employee does not breach Section 5.11 of this Agreement, then
Employee and Employee's dependents will be entitled to continue to participate
in Employer's group health and welfare benefit plans (as such plans are in
effect at such time) for a period of five (5) years following the termination
date (or the last day of the Transition Period if Employee's employment is
continued pursuant to Section 5.11 of this Agreement) at the same cost to
Employee (or Employee's family in the case of Employee's death) as such benefits
are provided to other similarly situated active employees of Employer.

                  5.13. VESTING OF INCENTIVE AWARDS UPON A CHANGE IN CONTROL OF
EMPLOYER. Notwithstanding any contrary provision in this Agreement or any Stock
Option or Incentive Compensation Plan then maintained by Employer, in the event
of a Change in Control of Employer, all unvested stock options, stock
appreciation rights, restricted stock and other incentive compensation awards
held by Employee shall automatically vest and, in the case of stock options,
become immediately exercisable.

                  5.14. PERIOD FOR EXERCISING STOCK OPTIONS AFTER TERMINATION.
Except as to incentive stock options granted in accordance with Section 422 of
the Internal Revenue Code, Employee shall be allowed a period of twelve (12)
months after termination of this Agreement for any reason during which to
exercise any vested options to purchase Employer's common stock or vested stock
appreciation rights and realize any other vested incentive compensation awards
that may be granted or made under Employer's 2004 Incentive Compensation Plan
and/or any other similar plan adopted by Employer that provides for the issuance
of stock options, restricted stock and other awards to its employees. In all
other respects, the terms of the 2004 Incentive Compensation Plan or such other
plan then in effect shall control the terms and conditions of any awards made
pursuant thereto.

         6. SUCCESSORS; BINDING AGREEMENT.

                  6.1. SUCCESSORS. Employer shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) acquiring a
majority of Employer's voting common stock or any other successor to all or
substantially all of the business and/or assets of Employer to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that Employer would be required to perform it if no such succession had taken
place and Employee hereby consents to any such assignment. In such event,
"Employer" shall mean Employer as



                                       12


previously defined and any successor to its business and/or assets which
executes and delivers the agreement provided for in this Section 6 or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law. This Section shall not limit Employee's ability to terminate
this Agreement in the circumstances described in Section 4.7 in the event of a
Change in Control of Employer.

                  6.2. BENEFIT. This Agreement and all rights of Employee under
this Agreement shall inure to the benefit of and be enforceable by Employee's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If Employee should die after the
termination date and amounts would have been payable to Employee under this
Agreement if Employee had continued to live, including under Section 5 hereof,
then such amounts shall be paid to Employee's devisee, legatee, or other
designee or, if there is no such designee, Employee's estate.

         7. CONFLICTS WITH PRIOR EMPLOYMENT CONTRACT. Except as otherwise
provided in this Agreement, this Agreement constitutes the entire agreement
among the parties pertaining to the subject matter hereof, and supersedes and
revokes any and all prior or existing agreements, written or oral, relating to
the subject matter hereof, and this Agreement shall be solely determinative of
the subject matter hereof.




                                       13



         8. RESTRICTIVE COVENANTS; CONFIDENTIAL INFORMATION; WORK PRODUCT;
INJUNCTIVE RELIEF.

                  8.1. NO MATERIAL COMPETITION.

                  (a) Employer and Employee acknowledge and agree that a strong
         relationship and connection exists between Employer and its current and
         prospective patients, referral sources, and customers as well as the
         hospitals and healthcare facilities at which it provides professional
         services. Employer and Employee further acknowledge and agree that the
         restrictive covenants described in this Section are designed to
         enforce, and are ancillary to or part of, the promises contained in
         this Agreement and are reasonably necessary to protect the legitimate
         interests of Employer in the following: (i) the use and disclosure of
         the Confidential Information as described in Section 8.4; and (ii) the
         professional development activities described in Section 1.2. The
         foregoing listing is by way of example only and shall not be construed
         to be an exclusive or exhaustive list of such interests. Employee
         acknowledges that the restrictive covenants set forth below are of
         significant value to Employer and were a material inducement to
         Employer in agreeing to the terms of this Agreement. Employee further
         acknowledges that the goodwill and other proprietary interest of
         Employer will suffer irreparable and continuing damage in the event
         Employee enters into competition with Employer in violation of this
         Section.

                   Therefore, Employee agrees that, except with respect to
         services performed under this Agreement on behalf of Employer, EMPLOYEE
         SHALL NOT, at any time during the Restricted Period (as defined below)
         for any reason, for Employee or on behalf of any other person, persons,
         firm, partnership, corporation or employer, participate or engage in or
         own an interest in, directly or indirectly, any individual
         proprietorship, partnership, corporation, joint venture, trust or other
         form of business entity, whether as an individual proprietor, partner,
         joint venturer, officer, director, member, employee, consultant,
         independent contractor, stockholder, lender, landlord, finder, agent,
         broker, trustee, or in any manner whatsoever, if such entity or its
         affiliates is engaged in, directly or indirectly, "Employer's
         Business," as defined on Exhibit A hereto. Employee acknowledges that,
         as of the date hereof, Employee's responsibilities will include matters
         affecting the businesses of Employer listed on Exhibit A.

                  (b) MEDICAL SERVICES IN FLORIDA. Employee acknowledges that
         Employee's duties under this Agreement have included Employee's active
         leadership relating to medical practices owned or operated by Employer
         and by Employer's affiliate of Employer in the State of Florida.
         Employee further acknowledges that Employer and Employer's affiliates
         in Florida have a substantial investment in such medical practices and
         that Employer and Employer's affiliates would be economically injured
         due to lost income in a material amount in the event Employee competes
         with Employer or any of Employer's affiliates in their primary market
         areas in Florida. Accordingly, Employee agrees that EMPLOYEE SHALL NOT,
         at any time during the Restricted Period, for any reason, for Employee
         or on behalf of any other person, persons, firm, partnership,
         corporation or employer, provide professional medical services in any
         of the clinical practice areas described as Employer's Business on
         Exhibit A




                                       14


         within a radius of twenty (20) miles of a medical practice owned or
         operated by Employer or any of Employer's affiliates in Florida.

                  For purposes of this Section 8, the "Restricted Period" shall
mean the Employment Period plus (i) twelve (12) months in the event this
Agreement is terminated pursuant to Sections 4.1(a), 4.1(b) or 4.1(d), (ii)
eighteen (18) months in the event this Agreement is terminated pursuant to
Section 4.1(c), (iii) thirty (30) months in the event this Agreement is
terminated pursuant to Section 4.4 or 4.7, or (iv) twenty-four (24) months in
the event this Agreement is terminated for any other reason.

                  8.2. NO HIRE. Employee further agrees that EMPLOYEE SHALL NOT,
at any time during the Restricted Period, for any reason, for Employee or on
behalf of any other person, persons, firm, partnership, corporation or employer,
employ, or knowingly permit any company or business directly or indirectly
controlled by Employee to employ or otherwise engage (a) any person who is a
then current employee or independent contractor of Employer or one of its
affiliates, or (b) any person who was an employee or independent contractor of
Employer or one of its affiliates in the prior six (6) month period, or in any
manner seek to induce such persons to leave his or her employment or engagement
with Employer or one of its affiliates (including without limitation for or on
behalf of a subsequent employer of Employee). Notwithstanding the foregoing, it
shall not be a violation of this Section for Employee to participate in any
capacity in a business venture after termination of this Agreement with a
current or former employee or independent contractor of Employer or its
affiliates if (i) Employee's participation in such business venture does not
violate Section 8.1, (ii) Employee and such individual were actively pursuing
such business venture for a period of at least six (6) months while both were
employed or otherwise engaged by Employer, and (iii) a period of at least one
(1) year has elapsed since the termination of Employee's employment.

                  8.3. NON-SOLICITATION. Employee further agrees that EMPLOYEE
SHALL NOT, at any time during the Restricted Period, for any reason, for
Employee or on behalf of any other person, persons, firm, partnership,
corporation or employer, solicit or accept business from or take any action that
would interfere with, diminish or impair the valuable relationships that
Employer or its affiliates have with (i) hospitals or other health care
facilities with which Employer or its affiliates have contracts to render
professional services or otherwise have established relationships, (ii)
patients, (iii) referral sources, (iv) vendors, (v) any other clients of
Employer or its affiliates, or (vi) prospective hospitals, patients, referral
sources, vendors or clients whose business Employee was aware that Employer or
any affiliate of Employer was in the process of soliciting at the time of
Employee's termination (including potential acquisition targets).

                  8.4. CONFIDENTIAL INFORMATION. At all times during the term of
this Agreement, Employer shall provide Employee with access to "Confidential
Information." As used in this Agreement, the term "Confidential Information"
means any and all confidential, proprietary or trade secret information, whether
disclosed, directly or indirectly, verbally, in writing or by any other means in
tangible or intangible form, including that which is conceived or developed by
Employee, applicable to or in any way related to: (i) patients with whom
Employer has a physician/patient relationship; (ii) the present or future
business of Employer; or (iii) the research and development of Employer. Without
limiting the generality of the foregoing, Confidential Information includes: (a)





                                       15


the development and operation of Employer's medical practices, including
information relating to budgeting, staffing needs, marketing, research, hospital
relationships, equipment capabilities, and other information concerning such
facilities and operations and specifically including the procedures and business
plans developed by Employer for use at the hospitals where Employer conducts its
business; (b) contractual arrangements between the Employer and insurers or
managed care associations or other payors; (c) the databases of Employer; (d)
the clinical and research protocols of Employer, including coding guidelines;
(e) the referral sources of Employer; and (f) other confidential information of
Employer that is not generally known to the public that gives Employer the
opportunity to obtain an advantage over competitors who do not know or use it,
including the names, addresses, telephone numbers or special needs of any of its
patients, its patient lists, its marketing methods and related data, lists or
other written records used in Employer's business, compensation paid to
employees and other terms of employment, accounting ledgers and financial
statements, contracts and licenses, business systems, business plan and
projections, and computer programs. The parties agree that, as between them,
this Confidential Information constitutes important, material, and confidential
trade secrets that affect the successful conduct of Employer's business and its
goodwill. Employer acknowledges that the Confidential Information specifically
enumerated above is special and unique information and is not information that
would be considered a part of the general knowledge and skill Employee has or
might otherwise obtain.

                  Notwithstanding the foregoing, Confidential Information shall
not include any information that (i) was known by Employee from a third party
source before disclosure by or on behalf of Employer, (ii) becomes available to
Employee from a source other than Employer that is not, to Employee's knowledge,
bound by a duty of confidentiality to Employer, (iii) becomes generally
available or known in the industry other than as a result of its disclosure by
Employee, or (iv) has been independently developed by Employee and may be
disclosed by Employee without breach of this Agreement, PROVIDED, in each case,
that the Employee shall bear the burden of demonstrating that the information
falls under one of the above-described exceptions.

                  Employee agrees that, except as required in the performance of
Employee's duties as an employee of Employer, Employee will not at any time,
whether during or subsequent to the term of Employee's employment with Employer,
in any fashion, form or manner, unless specifically consented to in writing by
Employer, either directly or indirectly, use or divulge, disclose, or
communicate to any person, firm or corporation, in any manner whatsoever, any
Confidential Information of any kind, nature, or description, subject to
applicable law. The parties agree that any breach by Employee of any term of
this Section is a material breach of this Agreement and shall constitute "cause"
for the termination of Employee's employment hereunder. In the event that
Employee is ordered to disclose any Confidential Information, whether in a legal
or a regulatory proceeding or otherwise, Employee shall provide Employer with
prompt written notice of such request or order so that Employer may seek to
prevent disclosure or, if that cannot be achieved, the entry of a protective
order or other appropriate protective device or procedure in order to assure, to
the extent practicable, compliance with the provisions of this Agreement. In the
case of any disclosure required by law, Employee shall disclose only that
portion of the Confidential Information that Employee is ordered to disclose in
a legally binding subpoena, demand or similar order issued pursuant to a legal
or regulatory proceeding.





                                       16



                  All Confidential Information, and all equipment, notebooks,
documents, memoranda, reports, files, samples, books, correspondence, lists,
other written and graphic records, in any media (including electronic or video)
containing Confidential Information or relating to the business of Employer,
which Employee shall prepare, use, construct, observe, possess, or control shall
be and remain Employer's sole property (collectively "Employer Property"). Upon
termination or expiration of this Agreement, or earlier upon Employer's request,
Employee shall promptly deliver to Employer all Employer Property, retaining
none.

                  8.5. OWNERSHIP OF WORK PRODUCT. Employee agrees and
acknowledges that all copyrights, patents, trade secrets, trademarks, service
marks, or other intellectual property or proprietary rights associated with any
ideas, concepts, techniques, inventions, processes, or works of authorship
developed or created by Employee during the course of performing work for
Employer and any other work product conceived, created, designed, developed or
contributed by Employee during the term of this Agreement that relates in any
way to Employer's Business (collectively, the "Work Product"), shall belong
exclusively to Employer and shall, to the extent possible, be considered a work
made for hire within the meaning of Title 17 of the United States Code. To the
extent the Work Product may not be considered a work made for hire owned
exclusively by Employer, Employee hereby assigns to Employer all right, title,
and interest worldwide in and to such Work Product at the time of its creation,
without any requirement of further consideration. Upon request of Employer,
Employee shall take such further actions and execute such further documents as
Employer may deem necessary or desirable to further the purposes of this
Agreement, including without limitation separate assignments of all right,
title, and interest in and to all rights of copyright and all right, title, and
interest in and to any inventions or patents and any reissues or extensions
which may be granted therefore, and in and to any improvements, additions to, or
modifications thereto, which Employee may acquire by invention or otherwise, the
same to be held and enjoyed by Employer for its own use and benefit, and for the
use and benefit of Employer's successors and assigns, as fully and as entirely
as the same might be held by Employee had this assignment not been made.

                  8.6. CLEARANCE PROCEDURE FOR PROPRIETARY RIGHTS NOT CLAIMED BY
EMPLOYER. In the event that Employee wishes to create or develop, OTHER THAN on
Employer's time or using Employer's resources, anything that may be considered
Work Product but of which Employee believes Employee should be entitled to the
personal benefit, Employee agrees to follow the clearance procedure set forth in
this Section 8.6. Before beginning any such work, Employee agrees to give
Employer advance written notice and provide Employer with a sufficiently
detailed written description of the work under consideration for Employer to
make a determination regarding the work. Unless otherwise agreed in a writing
signed by Employer prior to receipt, Employer shall have no obligation of
confidentiality with respect to such request or description. Employer will
determine in its sole discretion, within thirty (30) days after Employee has
fully disclosed such plans to Employer, whether rights in such work will be
claimed by Employer. If Employer determines that it does not claim rights in
such work, Employer agrees to so notify Employee in writing and Employee may
retain ownership of the work to the extent that such work has been expressly
disclosed to Employer. If Employer fails to so notify Employee within such
thirty (30) day period, then Employer shall be deemed to have agreed that such
work is not considered Work Product for purposes of this Agreement. Employee
agrees to submit for further review any significant improvement,





                                       17



modification, or adaptation that could reasonably be related to Employer's
Business so that it can be determined whether the improvement, modification, or
adaptation relates to the business or interests of Employer. Clearance under
this procedure does not relieve Employee of the restrictive covenants set forth
in this Section 8.

                  8.7. NON-DISPARAGEMENT AND MEDICAL MALPRACTICE CASE. Employer
agrees that for a period of ten (10) years after the termination of this
Agreement, Employer shall not disparage Employee or otherwise impugn Employee's
name or reputation. Employee agrees that for a period of ten (10) years after
the termination of this Agreement, Employee shall not (i) disparage Employer or
any of Employer's affiliates (including any present, future or former agent,
attorney, employee, officer or director of Employer or any of Employer's
affiliates); (ii) impugn in any manner the name or reputation of Employer or any
of Employer's affiliates (including any present, future or former agent,
attorney, employee, officer or director of Employer or any of Employer's
affiliates); or (iii) speak or write anything disparaging or critical of
Employee's work conditions or the circumstances of the termination of Employee's
employment with Employer. Furthermore, for a period of ten (10) years after the
termination of this Agreement, Employee shall not serve as a medical consultant
or expert witness for any person or entity (including any attorney for such
person or entity) in any lawsuit or other proceeding against Employer or any
Related Person (as hereinafter defined). For purposes of this Section 8.7, each
of the following is a Related Person: (a) every present, future and former
affiliate of Employer; (b) every present, future and former agent, employee,
officer and director of Employer or any affiliate of Employer; and (c) every
hospital at which professionals affiliated with Employer have provided services
at any time material to the lawsuit or other proceeding.

                  8.8. REVIEW BY EMPLOYEE. EMPLOYEE HAS CAREFULLY READ AND
CONSIDERED THE TERMS AND PROVISIONS OF THIS SECTION 8, AND HAVING DONE SO,
AGREES THAT THE RESTRICTIONS SET FORTH IN THIS SECTION 8 ARE FAIR AND REASONABLY
REQUIRED FOR THE PROTECTION OF THE INTERESTS OF EMPLOYER. Without limiting other
possible remedies available to Employer, Employee agrees that injunctive or
other equitable relief will be available to enforce the covenants set forth in
this Section, such relief to be without the necessity of posting a bond. In the
event that, notwithstanding the foregoing, any part of the covenants set forth
in this Section 8 shall be held to be invalid, overbroad, or unenforceable by an
arbitration panel or a court of competent jurisdiction, the parties hereto agree
that such invalid, overbroad, or unenforceable provision(s) may be modified or
severed from this Agreement without, in any manner, affecting the remaining
portions of this Section 8 (all of which shall remain in full force and effect).
In the event that any provision of this Section 8 related to time period or
areas of restriction shall be declared by an arbitration panel or a court of
competent jurisdiction to exceed the maximum time period, area or activities
such arbitration panel or court deems reasonable and enforceable, said time
period or areas of restriction shall be deemed modified to the minimum extent
necessary to make the geographic or temporal restrictions or activities
reasonable and enforceable.

                  8.9. SURVIVAL AND TERMINATION OF PAYMENTS AND BENEFITS. The
provisions of this Section 8 shall survive the termination of this Agreement and
Employee's employment with Employer. If Employee fails to comply fully with any
provision of this Section 8, Employee shall not be entitled to receive any
further payments or benefits of any kind under Section 5 of this





                                       18



Agreement (other than Base Salary through date of termination and any amounts
due under Section 5.9 hereof) and Employer shall have the right to terminate
without advance notice any and all other future payments and benefits of every
kind that otherwise would be due Employee under Section 5 of this Agreement. The
provisions of this Section 8 are expressly intended to benefit and be
enforceable by other affiliated entities of Employer, who are express third
party beneficiaries hereof. Employee shall not assist others in engaging in any
of the activities described in the foregoing restrictive covenants.

         9. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or any alleged breach hereof shall be finally determined by
binding arbitration before a three member panel, consisting of one member
selected by each party hereto, with the third member selected by the first two
arbitrators. Each party hereto shall bear the costs of its own nominee, and
shall share equally the cost of the third arbitrator and the parties agree that
the costs of arbitration shall not be subject to reapportionment by the
arbitration panel. The arbitration proceedings shall be held in Sunrise,
Florida, unless otherwise mutually agreed by the parties, and shall be conducted
in accordance with the American Health Lawyer's Association Dispute Resolution
Service, Rules of Procedure for Arbitration. Judgment on the award rendered by
the arbitration panel may be entered and enforced by any court having
jurisdiction thereof. Notwithstanding anything herein to the contrary, if the
Employer shall require immediate injunctive relief, then the Employer shall be
entitled to seek such relief in any court having jurisdiction, and if the
Employer elects to do so, the Employee hereby consents to the jurisdiction of
the state and federal courts sitting in the State of Florida and to the
applicable service of process. Employee hereby waives and agrees not to assert,
to the fullest extent permitted by applicable law, any claim that (i) Employee
is not subject to the jurisdiction of such courts, (ii) Employee is immune from
any legal process issued by such courts and (iii) any litigation or other
proceeding commenced in such courts is brought in an inconvenient forum. Any
such arbitration shall be treated as confidential by all parties thereto, except
as otherwise provided by law or as otherwise necessary to enforce any judgment
or order issued by the arbitrators.

         10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to its conflict
of laws principles to the extent that such principles would require the
application of laws other than the laws of the State of Florida.

         11. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered by hand or when deposited in the United States mail by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

          If to Employer:                      If to Employee:

          Pediatrix Medical Group, Inc.        Roger J. Medel, M.D., M.B.A.
          1301 Concord Terrace                 c/o Pediatrix Medical Group, Inc.
          Sunrise, FL 33323                    1301 Concord Terrace
          Attention: General Counsel           Sunrise, FL 33323






                                       19



or to such other addresses as either party hereto may from time to time give
notice of to the other in the aforesaid manner.

         12. BENEFITS: BINDING EFFECT. This Agreement shall be for the benefit
of and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where applicable,
assigns. Notwithstanding the foregoing, Employee may not assign the rights or
benefits hereunder without the prior written consent of Employer.

         13. SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses or Sections contained in this Agreement shall not
affect the enforceability of the remaining portions of this Agreement or any
part thereof.

         14. WAIVERS. The waiver by either party hereto of a breach or violation
of any term or provision of this Agreement shall not operate nor be construed as
a waiver of any subsequent breach or violation.

         15. DAMAGES. Nothing contained herein shall be construed to prevent
Employer or Employee from seeking and recovering from the other damages
sustained by either or both of them as a result of a breach of any term or
provision of this Agreement. In the event of any controversy or claim arising
out of or relating to this Agreement, each party will bear its own costs for
court and attorneys' fees.

         16. NO THIRD PARTY BENEFICIARY. Except as provided in Section 8.9,
nothing expressed or implied in this Agreement is intended, or shall be
construed, to confer upon or give any person (other than the parties hereto and,
in the case of Employee, Employee's heirs, personal representative(s) and/or
legal representative) any rights or remedies under or by reason of this
Agreement. No agreements or representations, oral or otherwise, express or
implied, have been made by either party with respect to the subject matter of
this Agreement which agreements or representations are not set forth expressly
in this Agreement, and this Agreement supersedes any other agreement between
Employer and Employee.

         17. HEADINGS. The section headings in this Agreement are solely for
convenience of reference and form no part of this Agreement.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

EMPLOYER:                                   EMPLOYEE:


PEDIATRIX MEDICAL GROUP, INC.


By: /s/ Waldemar A. Carlo, M.D.             /s/ Roger J. Medel, M.D.
    ---------------------------------       ------------------------------------
    Waldemar A. Carlo, M.D.                 Roger J. Medel, M.D.
    Chairman, Compensation Committee





                                       20


                                    EXHIBIT A

                              BUSINESS OF EMPLOYER

         As of the date hereof, Employer, directly or through its affiliates,
provides professional medical services and all aspects of practice management
services in medical practice areas that include, but are not limited to, the
following (collectively referred to herein as "Employer's Business"):

                  (1) Neonatology, including hospital well baby care;

                  (2) Maternal-Fetal Medicine, including general obstetrics
         services;

                  (3) Pediatric Cardiology;

                  (4) Pediatric Intensive Care, including Pediatric Hospitalist
         Care; and

                  (5) Newborn metabolic and hearing screening services.

         References to Employer's Business in this Agreement shall include such
other medical service lines, practice management services and other businesses
entered into by Employer after the date hereof but during the term of this
Agreement; PROVIDED, that to be considered a part of Employer's Business,
Employer must have engaged in such other service line, practice management
service or other business at least six (6) months prior to the termination date
of this Agreement. For purposes of this Exhibit A, businesses of Employer shall
include the businesses conducted by Employer's subsidiaries, entities under
common control and affiliates as defined under Rule 144 of the Securities Act of
1933, as amended. Such affiliates shall include the professional corporations
and associations whose operating results are consolidated with Employer for
financial reporting purposes.

         Notwithstanding the foregoing, Employer acknowledges and agrees to the
following exceptions and clarifications regarding the scope of Employer's
Business.

         A. PRACTICE MANAGEMENT SERVICES. Employer acknowledges that, as of the
date hereof, Employer's Business relates to the delivery of both professional
and practice management services in the forgoing practice areas. Therefore, as
of the date hereof, Employer acknowledges that it would not be a violation of
Section 8.1 of the Agreement for Employee to provide services to a practice
management company (such as a billing company or management services
organization (MSO)) if such practice management company is not owned by,
affiliated with (as defined under Rule 144 of the Securities Act of 1933, as
amended) or under common control with a health care provider that provides
services in the medical services areas included in Employer's Business. Subject
to paragraph C below, the provisions of this paragraph shall not apply to the
extent that, after the date hereof, Employer enters into a business that
involves the delivery of practice management services to unrelated third
parties.

         B. HOSPITAL SERVICES. Employer and Employee acknowledge that, as of the
date hereof, Employer does not currently operate hospitals, hospital systems or
universities. Nevertheless, the businesses of hospitals, hospital systems and
universities would be the same as Employer's Business where such hospitals,
hospital systems or universities provide some or all of the medical services






                                       21



included in Employer's Business. Therefore, the parties desire to clarify their
intent with respect to the limitations on Employee's ability to work for a
hospital, hospital system or university after termination of this Agreement.
Section 8.1 shall not be deemed to restrict Employee's ability to work for a
hospital, hospital system or university if the hospital, hospital system or
university does not provide any of the medical services included in Employer's
Business. Furthermore, even if a hospital, hospital system or university
provides medical services that are included in Employer's Business, Employee may
work for such hospital, hospital system or university if (i) Employee has no
direct supervisory responsibility for or involvement in the hospital's, hospital
system's or university's medical services that are Employer's Business, and (ii)
Employee would not otherwise violate Section 8.1(b). Finally, Employer agrees
that Employee may hold direct supervisory responsibility for or be involved in
the medical services of a hospital, hospital system or university that are
included in Employer's Business so long as such hospital, hospital system or
university is located at least ten (10) miles from a medical practice owned or
operated by Employer or its affiliate. Subject to paragraph C below, the
provisions of this paragraph shall not apply to the extent that, after the date
hereof, Employer enters into the business of operating a hospital or health
system.

         C. DEMINIMUS EXCEPTION. Employer agrees that a medical service line
(other than those listed in items 1 through 5 above), practice management
service or other business entered into by Employer shall not be considered to be
a part of Employer's Business if such medical service line, practice management
service or other business constitutes less than Fifteen Million Dollars
($15,000,000) of Employer's annual revenues.

         D. CERTAIN OWNERSHIP INTERESTS. It shall not be deemed to be a
violation of Section 8.1 for Employee to: (i) own, directly or indirectly, one
percent (1%) or less of a publicly-traded entity; or (ii) own, directly or
indirectly, less than five percent (5%) of a privately-held business or company,
if Employee is at all times a passive investor with no board representation,
management authority or other special rights to control operations of such
business.





                                       22

                                                                    Exhibit 10.2

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
by and between PEDIATRIX MEDICAL GROUP, INC., a Florida corporation,
("Employer") and JOSEPH M. CALABRO ("Employee") effective as of the 11th day of
November, 2004.

                                    RECITALS

         WHEREAS, Employer is presently engaged in "Employer's Business" as
defined on Exhibit A hereto; and

         WHEREAS, Employee has experience providing management services in
Employer's Business or in fields relating to Employer's Business; and

         WHEREAS, Employer desires to employ Employee as an executive officer of
Employer and benefit from Employee's contributions to Employer; and

         WHEREAS, in order to induce Employer to enter into this Agreement on
the terms and conditions set forth herein, and disclose its trade secrets and
confidential information in connection with Employee's employment by Employer
and provide incentive compensation from time to time, Employee hereby agrees to
be bound by the terms of this Agreement, including the arbitration,
non-competition and related restrictive covenants set forth herein.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties agree as follows:

         1. EMPLOYMENT.

                  1.1. EMPLOYMENT AND TERM. Employer hereby agrees to employ
Employee and Employee hereby agrees to serve Employer on the terms and
conditions set forth herein for an "Initial Term" commencing January 1, 2004
(the "Effective Date") and continuing for a period of one (1) year, unless
sooner terminated in accordance with the provisions of Section 4. Thereafter,
the employment of Employee hereunder shall automatically renew for successive
one (1) year periods until terminated in accordance with the provisions of
Section 4 of this Agreement. In this Agreement, the term "Employment Period"
shall refer to the period of time that this Agreement is in effect and ending on
the termination date as determined in accordance with the provisions of Section
4 of this Agreement.

                  1.2. DUTIES OF EMPLOYEE. During the Employment Period,
Employee shall serve as President and Chief Operating Officer of Employer and
perform such duties as are customary to the position Employee holds or as may be
reasonably assigned to Employee from time to time by the Chief Executive Officer
("Employee's Supervisor"); PROVIDED, that such duties as assigned shall be
customary to Employee's role as an executive officer of Employer. Employee's
employment shall be full-time and as such Employee agrees to devote
substantially all of Employee's attention and






professional time to the business and affairs of Employer. During the Employment
Period, Employer shall promote the proficiency of Employee by, among other
things, providing Employee with Confidential Information, specialized
professional development programs, and information regarding the organization,
administration and operation of Employer. During the Employment Period, Employee
agrees that Employee will not, without the prior written consent of Employer
(which consent shall not be unreasonably withheld), serve as a director on a
corporate board of directors or in any other similar capacity for any
institution other than Employer. During the Employment Period, it shall not be a
violation of this Agreement to (i) serve on civic or charitable boards or
committees, or (ii) deliver lectures, fulfill speaking engagements or teach at
educational institutions, so long as such activities have been approved by
Employer's Chief Executive Officer and do not interfere with the performance of
Employee's responsibilities as an employee of Employer in accordance with this
Agreement, including the restrictions of Section 8 hereof.

                  1.3. PLACE OF PERFORMANCE. Employee shall be based at
Employer's offices located in Sunrise, Florida, except for required travel
relating to Employer's Business.

         2. BASE SALARY AND PERFORMANCE BONUS.

                  2.1. BASE SALARY. Employee shall be paid an annual base salary
of Four Hundred Fifty Thousand Dollars ($450,000.00) (the "Base Salary"),
payable in installments consistent with Employer's customary payroll schedule
and subject to applicable withholding for taxes and Employee directed
withholdings. The Compensation Committee of the Board of Directors of Employer
(the "Compensation Committee") shall review the amount of Employee's Base Salary
on an annual basis no later than ninety (90) days after the beginning of the
Employer's fiscal year. Any change to Employee's Base Salary that is approved by
the Compensation Committee shall become the Base Salary for purposes of this
Agreement.

                  2.2. PERFORMANCE BONUS. Employee shall be eligible for an
annual bonus (the "Performance Bonus") in accordance with incentive programs
approved from time to time by the Compensation Committee, which programs shall
contemplate a target bonus payment of at least One Hundred Percent (100%) of
Employee's Base Salary upon the fulfillment of reasonable performance objectives
set by the Compensation Committee. If earned, the Performance Bonus shall be
paid to Employee no later than ninety (90) days after the end of Employer's
fiscal year.

         3. BENEFITS.

                  3.1. EXPENSE REIMBURSEMENT. Employer shall promptly reimburse
Employee for all out-of-pocket expenses reasonably incurred by Employee on
behalf of or in connection with Employer's Business pursuant to the
reimbursement standards and guidelines of Employer in effect from time to time.
Employee shall account for such expenses and submit reasonable supporting
documentation to Employer in accordance with Employer's policies in effect from
time to time.

                  3.2. EMPLOYEE BENEFITS. During the Employment Period, Employee
shall be entitled to participate in such health, welfare, disability, stock
purchase, retirement savings and other fringe benefit plans and programs as may
be established and maintained by Employer from time to



                                       2


time to the extent that such plans and programs are applicable to other
similarly situated employees of Employer and subject to the provisions of such
plans and programs.

                  3.3. LEAVE TIME. During the Employment Period, Employer shall
allow Employee paid leave time each year for vacation, illness, injury or other
similar purposes in accordance with Employer's policies in effect from time to
time, but in no event less than six (6) weeks per calendar year (prorated for
periods of less than a calendar year). Any leave time not used during each
calendar year may be carried over into the next year to the extent permitted by
Employer's policies in effect from time to time.

                  3.4. INCENTIVE COMPENSATION PLAN. Employee shall be eligible
to participate in Employer's 2004 Incentive Compensation Plan or any other
similar plan adopted by Employer that provides for the issuance of stock
options, restricted stock and other awards to its employees. Employee's stock
based award each year shall be determined by the Compensation Committee based on
Employee's performance and the Company's performance during the immediately
preceding year and shall be consistent with the Compensation Committee's
determination of Employee's stock based award in prior years. The terms of any
award to Employee and Employee's rights and interest in any such award shall be
controlled by this Agreement, and the 2004 Incentive Compensation Plan or such
other plan then in effect. Employee acknowledges that this Section 3 is
sufficient consideration for Employee to enter into this agreement, including
the restrictive covenants set forth in Section 8 below.

                  3.5. PERSONAL USE OF CORPORATE AIRCRAFT. Corporate aircraft
may be used by Employee for personal matters; PROVIDED, HOWEVER, (i) the
aircraft is not being used, nor during the period Employee has requested use for
personal matters will it be needed for use, by Employer for business-related
matters, as Employer shall have priority over Employee's personal use; and (ii)
Employee's personal use of the aircraft does not exceed a total of forty (40)
hours of flight in any calendar year without the advance approval of the
Compensation Committee. Such personal use of the aircraft by Employee shall be
treated as imputed income to Employee in accordance with rules and regulations
of the Internal Revenue Code of 1986, as amended.

         4. TERMINATION.

                  4.1. TERMINATION FOR CAUSE. Employer may terminate this
Agreement for Cause. As used in this Agreement, the term "Cause" shall mean:

                  (a) Any act or omission of Employee, which is materially
         contrary to the business interests, reputation or goodwill of Employer;

                  (b) A material breach by Employee of Employee's obligations
         under this Agreement, which breach is not promptly remedied upon
         written notice from Employer;

                  (c) Employee's failure or refusal to perform Employee's duties
         in any material respect as reasonably assigned pursuant to this
         Agreement, other than a failure or refusal



                                       3


         which is remedied by Employee promptly after receipt of written notice
         thereof by Employer; or

                  (d) Employee's failure or refusal to comply with a reasonable
         policy, standard or regulation of Employer in any material respect,
         including but not limited to Employer's sexual harassment, other
         unlawful harassment, workplace discrimination or substance abuse
         policies.

The termination date for a termination of this Agreement pursuant to this
Section 4.1 shall be the date specified by Employer in a written notice to
Employee of finding of Cause, which may not be retroactive. Upon any termination
of this Agreement pursuant to this Section 4.1, Employee shall be entitled to
compensation in accordance with, and subject to, the provisions of Section 5.1
hereof.

                  4.2. DISABILITY. Employer may terminate this Agreement upon
the Disability (as defined below) of Employee. Subject to the requirements of
applicable law, Employee shall be deemed to have a "Disability" for purposes of
this Agreement in the event of (i) Employee's inability to perform Employee's
duties hereunder, with or without a reasonable accommodation, as a result of
physical or mental illness or injury, and (ii) a determination by an independent
qualified physician selected by Employer and acceptable to Employee (which
acceptance shall not be unreasonably withheld) that Employee is currently unable
to perform such duties and in all reasonable likelihood such inability will
continue for a period in excess of an additional ninety (90) or more days in any
one hundred twenty (120) day period. The termination date for a termination of
this Agreement pursuant to this Section 4.2 shall be the date specified by
Employer in a notice to Employee, which date shall not be retroactive. Upon any
termination of this Agreement pursuant to this Section 4.2, Employee shall be
entitled to compensation and/or benefits in accordance with, and subject to, the
provisions of Section 5.2 hereof.

                  4.3. DEATH. This Agreement shall terminate automatically upon
the death of Employee, without any requirement of notice by Employer to
Employee's estate. The date of Employee's death shall be the termination date of
this Agreement pursuant to this Section 4.3. Upon any termination of this
Agreement pursuant to this Section 4.3, Employee shall be entitled to the
compensation specified in Section 5.3 hereof.

                  4.4. TERMINATION BY EMPLOYER WITHOUT CAUSE. Employer may
terminate Employee's employment without cause by giving Employee written notice
of such termination. The termination date shall be the date specified by
Employer in such notice, which shall not be less than ninety (90) days from the
date of written notice to Employee. Upon any termination of this Agreement
pursuant to this Section 4.4, Employee shall be entitled to compensation and/or
benefits in accordance with, and subject to, the provisions of Section 5.4
hereof.

                  4.5. TERMINATION BY EMPLOYEE DUE TO POOR HEALTH. Employee may
terminate Employee's employment under this Agreement upon written notice to
Employer if Employee's health should become impaired to any extent that makes
the continued performance of Employee's duties under this Agreement hazardous to
Employee's physical or mental health or Employee's life (regardless of whether
such condition would be deemed a Disability under any other Section of this




                                       4


Agreement), PROVIDED that Employee shall have furnished Employer with a written
statement from a qualified doctor to that effect, and PROVIDED FURTHER that, at
Employer's written request and expense, Employee shall submit to a medical
examination by an independent qualified physician selected by Employer and
acceptable to Employee (which acceptance shall not be unreasonably withheld),
which doctor shall substantially concur with the conclusions of Employee's
doctor. The termination date shall be ninety (90) days from Employer's receipt
of such notice. Upon any termination of this Agreement pursuant to this Section
4.5, Employee shall be entitled to compensation and/or benefits in accordance
with, and subject to, the provisions of Section 5.5 hereof.

                  4.6. TERMINATION BY EMPLOYEE. Employee may terminate
Employee's employment under this Agreement for any reason whatsoever upon not
less than ninety (90) days prior written notice to Employer. Upon receipt of
such notice from Employee, Employer may, at its option, require Employee to
terminate employment at any time in advance of the expiration of such ninety
(90) day period. The termination date under this Section 4.6 shall be the date
specified by Employer, but in no event more than ninety (90) days after
Employer's receipt of notice from Employee as contemplated by this Section 4.6.
Upon any termination of this Agreement pursuant to this Section 4.6, Employee
shall be entitled to compensation and/or benefits in accordance with, and
subject to, the provisions of Section 5.6 hereof.

                  4.7. TERMINATION BY EMPLOYEE FOR GOOD REASON. Employee may
terminate Employee's employment hereunder for Good Reason. For purposes of this
Section, "Good Reason" shall mean:

                  (a) the assignment to Employee of any duties inconsistent in
         any material respect with the Employee's position (including status,
         offices, titles and reporting requirements), authority, duties or
         responsibilities as assigned by Employee's Supervisor, or any other
         action by Employer that results in a material diminution in such
         position, authority, duties or responsibilities, excluding for this
         purpose an isolated, insubstantial and inadvertent action not taken in
         bad faith and which is remedied by Employer promptly after receipt of
         written notice from Employee;

                  (b) any material failure by Employer to comply with its
         obligations to Employee as agreed upon (including under Sections 2.2
         and 3.4 hereof), other than an isolated, insubstantial and inadvertent
         failure not occurring in bad faith and which is remedied by Employer
         promptly after receipt of written notice from Employee;

                  (c) the requirement by Employer that Employee be based at any
         office or location outside of twenty-five (25) miles from the location
         of Employee's service as of the date hereof, except for travel
         reasonably required in the performance of the Employee's duties;

                  (d) a decrease in Employee's Base Salary or failure to award
         incentive compensation as contemplated by Section 3.4;

                  (e) the failure of Employer to set a Performance Bonus target
         in accordance with Section 2.2 or pay a Performance Bonus otherwise due
         to Employee;




                                       5


                  (f) the termination by Employer of the employment of two (2)
         Key Executives within a one (1) year period or three (3) Key Executives
         within a two (2) year period. For purposes of this subsection , "Key
         Executives" shall refer to the individuals serving as Chief Executive
         Officer, President, Chief Financial Officer and General Counsel as of
         the date first written above; or

                  (g) a Change in Control of Employer. For purposes of this
         subsection, "Change in Control of Employer" shall mean (i) the
         acquisition by a person or an entity or a group of persons and
         entities, directly or indirectly, of more than fifty (50%) percent of
         Employer's common stock in a single transaction or a series of
         transactions (hereinafter referred to as a "50% Change in Control");
         (ii) a merger or other form of corporate reorganization resulting in an
         actual or DE FACTO 50% Change in Control; or (iii) the failure of
         Applicable Directors (defined below) to constitute a majority of
         Employer's Board of Directors (the "Board") during any two (2)
         consecutive year period after the date of this Agreement (the "Two-Year
         Period"). "Applicable Directors" shall mean those individuals who are
         members of the Board at the inception of the Two-Year Period and any
         new director whose election to the Board or nomination for election to
         the Board was approved (prior to any vote thereon by the shareholders)
         by a vote of at least two-thirds (2/3) of the directors then still in
         office who either were directors at the beginning of the Two-Year
         Period at issue or whose election or nomination for election during
         such Two-Year Period was previously approved as provided in this
         sentence.

If Employee desires to terminate this Agreement pursuant to this Section,
Employee must, within ninety (90) days after the occurrence of events giving
rise to the Good Reason, provide Employer with a written notice describing the
Good Reason in reasonable detail. Such notice shall include the proposed
termination date of this Agreement, which must be ninety (90) days from the date
of the notice. Upon receipt of such notice from Employee, Employer may, at its
option, require Employee to terminate employment at any time in advance of the
expiration of such ninety (90) day period. The termination date under this
Section 4.7 shall be the date specified by Employer, but in no event more than
ninety (90) days after Employer's receipt of notice from Employee as
contemplated by this Section 4.7. If (i) Employee terminates this Agreement
pursuant to this Section 4.7, or (ii) Employer terminates this Agreement for any
reason within twenty-four (24) months after a Change in Control of Employer,
then Employee shall be entitled to compensation and/or benefits in accordance
with, and subject to, the provisions of Section 5.7 hereof, but shall not be
entitled to compensation under any other subsection of Section 5 hereof.

         5. COMPENSATION AND BENEFITS UPON TERMINATION.

                  5.1. CAUSE. If Employee's employment is terminated for Cause,
Employer shall pay Employee's Base Salary through the termination date specified
in Section 4.1 at the rate in effect at the termination date. In addition, if
Employee's employment is terminated pursuant to Section 4.1(c), Employer shall
continue Base Salary payments to Employee for a period of twelve (12) months
after the termination date. Upon payment of such amounts, plus any amounts as
may be due



                                       6


under Section 5.9 below, Employer shall have no further obligation to Employee
under this Agreement.

                  5.2. DISABILITY. In the event of Employee's Disability,
Employee shall continue to receive Employee's Base Salary for the first ninety
(90) days of Disability. Thereafter, payments, if any, shall be administered
pursuant to Employer's sponsored long-term disability policy. If Employee's
employment is terminated pursuant to Section 4.2 in connection with Employee's
Disability, Employee shall receive any amounts payable under Section 5.9 hereof;
and, Employee shall also receive fifty percent (50%) of Employee's annual Base
Salary at the rate in effect at the termination date, payable in six (6) equal
monthly installments after the termination date, plus a bonus calculated in
accordance with Section 5.10 hereof. The six (6) month period after the
termination date during which Employee may continue to receive Base Salary
payments pursuant to this Section 5.2 shall be referred to as the "Severance
Period" for purposes of this Agreement.

                  5.3. DEATH. Upon Employee's death during the Employment
Period, Employer shall pay to the person or entity designated by Employee in a
notice filed with Employer or, if no person is designated, to Employee's estate
any unpaid amounts of Base Salary to the date of Employee's death, plus any
amounts as may be due under Sections 5.9 and 5.10 below. Any payments Employee's
spouse, beneficiaries or estate may be entitled to receive pursuant to any
pension plan, employee welfare benefit plan, life insurance policy, or similar
plan or policy then maintained by Employer shall be determined and paid in
accordance with the written instruments governing the respective plans and
policies. In the event of Employee's death during the Employment Period,
Employer shall notify Employee's designee or estate of the stock awards held by
Employee and the procedures pursuant to which all vested stock options may be
exercised and other stock awards may be realized under the terms applicable to
such awards.

                  5.4. TERMINATION BY EMPLOYER WITHOUT CAUSE. If Employer
terminates Employee's employment in accordance with Section 4.4, then (i)
Employer shall pay Employee's Base Salary through the termination date specified
in Section 4.4 at the rate in effect at such termination date, plus any amount
due under Section 5.9 hereof; and (ii) Employer shall (a) continue to pay
Employee's monthly Base Salary for a period of twenty-four (24) months after the
termination date, and (b) on the first (1st) and second (2nd) anniversaries of
the termination date, pay Employee an amount equal to the lesser of Employee's
Average Annual Performance Bonus (as defined below) or Employee's bonus for the
year immediately preceding Employee's termination, and (c) pay Employee a bonus
calculated in accordance with Section 5.10 hereof. The twenty-four (24) month
period after the termination date during which Employee may continue to receive
Base Salary payments pursuant to this Section 5.4 shall be referred to as the
"Severance Period" for purposes of this Agreement. For purposes of this
Agreement, "Average Annual Performance Bonus" shall be equal to the Employee's
then applicable Base Salary multiplied by a percentage obtained by averaging the
quotients of the Performance Bonus paid to Employee for the three (3) full
calendar years prior to the termination date divided by the Employee's Base
Salary in effect for the calendar year for which the Performance Bonus relates.



                                       7


                  5.5. TERMINATION BY EMPLOYEE DUE TO POOR HEALTH. If Employee
terminates this Agreement pursuant to Section 4.5 hereof, Employer shall pay to
Employee any unpaid amounts of Base Salary to the termination date specified in
Section 4.5, plus any disability payments otherwise payable by or pursuant to
plans provided by Employer, plus any amounts as may be due under Section 5.9
hereof. Employer shall also pay Employee a bonus calculated in accordance with
Section 5.10 hereof.

                  5.6. TERMINATION BY EMPLOYEE. If this Agreement terminates
pursuant to Section 4.6 hereof, Employer shall pay to Employee any unpaid
amounts of Base Salary to the termination date specified in Section 4.6, plus
any amounts as may be due under Section 5.9 below. In the event that the
termination date specified by Employer is less than ninety (90) days after the
date of Employer's receipt of notice as contemplated by Section 4.6, then
Employer shall continue Employee's Base Salary for a period of days equal to
ninety (90) minus the number of days from Employee's notice to the termination
date.

                  In addition, if Employee gives Employer sufficient notice in
accordance with Section 4.6 and executes a general release of Employer that is
satisfactory to Employer, Employer shall pay Employee a bonus calculated in
accordance with Section 5.10 hereof.

                  5.7. TERMINATION BY EMPLOYEE FOR GOOD REASON. If this
Agreement is terminated in accordance with Section 4.7, then (i) Employer shall
pay Employee's Base Salary through the termination date specified in Section 4.7
at the rate in effect at such termination date, plus any amounts as may be due
under Section 5.9 hereof; and (ii) Employer shall (a) continue to pay Employee's
monthly Base Salary for a period of twenty-four (24) months after the
termination date; (b) on the first (1st) and second (2nd) anniversaries of the
termination date, pay Employee an amount equal to the lesser of Employee's
Average Annual Performance Bonus or Employee's bonus for the year immediately
preceding Employee's termination; PROVIDED, HOWEVER, that if this Agreement is
terminated in connection with a Change in Control of Employer, then Employer
shall make such Performance Bonus payments due to Employee under this Agreement
in a lump sum within ninety (90) days after termination of this Agreement; and
(c) pay Employee a bonus calculated in accordance with Section 5.10 hereof. The
twenty-four (24) month period after the termination date during which Employee
continues to receive Base Salary payments pursuant to this Section 5.7 shall be
referred to as the "Severance Period" for purposes of this Agreement.
Notwithstanding the foregoing, if this Agreement is terminated in connection
with a Change in Control of Employer, the payments to Employee under this
Section shall be subject to the provisions of Section 5.8 below.

                  5.8. PAYMENTS IN THE EVENT OF A CHANGE IN CONTROL OF EMPLOYER.
In the event it shall be determined that any payment, distribution or other
action by Employer to or for the benefit of the Employee (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise, including any additional payments required under Section 5.7) (a
"Payment") would be subject to an excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any interest or
penalties are incurred by the Employee with respect to any such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), Employer shall make a payment to
the



                                       8


Employee (a "Gross-Up Payment") in an amount such that after payment by the
Employee of all taxes (including any Excise Tax) imposed upon the Gross-Up
Payment, the Employee retains (or has had paid to the Internal Revenue Service
on his behalf) an amount of the Gross-Up Payment equal to the sum of (x) the
Excise Tax imposed upon the Payments and (y) the product of any deductions
disallowed because of the inclusion of the Gross-Up Payment in the Employee's
adjusted gross income and the highest applicable marginal rate of federal income
taxation for the calendar year in which the Gross-Up Payment is to be made. For
purposes of determining the amount of the Gross-Up Payment, the Employee shall
be deemed to (i) pay federal income taxes at the highest marginal rates of
federal income taxation for the calendar year in which the Gross-Up Payment is
to be made, and (ii) pay applicable state and local income taxes at the highest
marginal rate of taxation for the calendar year in which the Gross-Up Payment is
to be made, net of the maximum reduction in federal income taxes which could be
obtained from deduction of such state and local taxes.

                  (a) Subject to the provisions of paragraph (b) of this
         Section, all determinations required to be made under this Section 5.8,
         including whether and when a Gross-Up Payment is required and the
         amount of such Gross-Up Payment and the assumptions to be utilized in
         arriving at such determination, shall be made by a "Big Four"
         accounting firm (the "Accounting Firm") selected by the Chief Executive
         Officer; PROVIDED, that if the Gross-Up Payment relates to the
         termination of the Chief Executive Officer's employment with Employer,
         then the Accounting Firm shall be selected by the Chief Financial
         Officer; and PROVIDED, FURTHER that the Accounting Firm shall not also
         be Employer's independent auditor. The Accounting Firm shall provide
         detailed supporting calculations both to Employer and the Employee
         within fifteen (15) business days of the receipt of notice from the
         Employee that there has been a Payment, or such earlier time as is
         requested by Employer. All fees and expenses of the Accounting Firm
         shall be borne solely by Employer. Any Gross-Up Payment, as determined
         pursuant to this Section 5.8, shall be paid by Employer to the Employee
         within five (5) days of the receipt of the Accounting Firm's
         determination. If the Accounting Firm determines that no Excise Tax is
         payable by the Employee, it shall furnish the Employee with a written
         opinion that failure to report the Excise Tax on the Employee's
         applicable federal income tax return would not result in the imposition
         of a negligence or similar penalty. Any determination by the Accounting
         Firm shall be binding upon Employer and the Employee. As a result of
         the uncertainty in the application of Section 4999 of the Code at the
         time of the initial determination by the Accounting Firm hereunder, it
         is possible that Gross-Up Payments that may not have been made by
         Employer should have been made ("Underpayment") consistent with the
         calculations required to be made hereunder. In the event that Employer
         exhausts its remedies pursuant to Section 5.8 and the Employee
         thereafter is required to make a payment of any Excise Tax, the
         Accounting Firm shall determine the amount of the Underpayment that has
         occurred and any such Underpayment shall be promptly paid by Employer
         to or for the benefit of the Employee.

                  (b) Employee shall notify Employer in writing of any claim by
         the Internal Revenue Service that, if successful, would require the
         payment by Employer of the Gross-Up Payment. Such notification shall be
         given as soon as practicable but no later than twenty (20) business
         days after the Employee is informed in writing of such claim and shall
         apprise Employer of the nature of such claim and the date on which such
         claim is requested to be paid. The Employee shall not pay such claim
         prior to the expiration of the thirty (30) day



                                       9


         period following the date on which it gives such notice to Employer (or
         such shorter period ending on the date that any payment of taxes with
         respect to such claim is due). If Employer notifies the Employee in
         writing prior to the expiration of such period that it desires in good
         faith to contest such claim, the Employee shall:

                           (i) give Employer any information reasonably
                  requested by Employer relating to such claim;

                           (ii) take such action in connection with contesting
                  such claim as Employer shall reasonably request in writing
                  from time to time, including, without limitation, accepting
                  legal representation with respect to such claim by an attorney
                  reasonably selected by Employer;

                           (iii) cooperate with Employer in good faith in order
                  effectively to contest such claim; and

                           (iv) permit Employer to participate in any
                  proceedings relating to such claim;

         PROVIDED, HOWEVER, that Employer shall bear and pay directly all costs
         and expenses (including additional interest and penalties) incurred in
         connection with such contest and shall indemnify and hold the Employee
         harmless, on an after-tax basis, for any Excise Tax or income tax
         (including interest and penalties with respect thereto) imposed as a
         result of such contest and payment of costs and expenses. Without
         limitation on the foregoing provisions of this Section 5.8(b), Employer
         shall control all proceedings taken in connection with such contest
         and, after making a determination in good faith, at its sole option,
         may pursue or forego any and all administrative appeals, proceedings,
         hearings and conferences with the taxing authority in respect of such
         claim and may, at its sole option, either direct the Employee to pay
         the tax claimed and sue for a refund or contest the claim in any
         permissible manner, and the Employee agrees to prosecute such contest
         to a determination before any administrative tribunal, in a court of
         initial jurisdiction and in one or more appellate courts, as Employer
         shall reasonably determine; PROVIDED, HOWEVER, that if Employer directs
         the Employee to pay such claim and sue for a refund, Employer shall
         advance the amount of such payment to the Employee, on an interest-free
         basis and shall indemnify and hold the Employee harmless, on an
         after-tax basis, from any Excise Tax or income tax (including interest
         or penalties with respect thereto) imposed with respect to such advance
         or with respect to any imputed income with respect to such advance; and
         FURTHER PROVIDED that any extension of the statute of limitations
         relating to payment of taxes for the taxable year of the Employee with
         respect to which such contested amount is claimed to be due is limited
         solely to such contested amount. Furthermore, Employer's control of the
         contest shall be limited to issues with respect to which a Gross-Up
         Payment would be payable hereunder and the Employee shall be entitled
         to settle or contest, as the case may be, any other issue raised by the
         Internal Revenue Service or any other taxing authority.

                  (c) If, after the receipt by the Employee of an amount
         advanced by Employer pursuant to Section 5.8(b), the Employee becomes
         entitled to receive any refund with respect



                                       10


         to such claim, the Employee shall (subject to Employer's complying with
         the requirements of Section 5.8(b)) promptly pay to Employer the amount
         of such refund (together with any interest paid or credited thereon
         after taxes applicable thereto). If, after the receipt by the Employee
         of an amount advanced by Employer pursuant to Section 5.8(b), a
         determination is made that the Employee shall not be entitled to any
         refund with respect to such claim and Employer does not notify the
         Employee in writing of its intent to contest such denial of refund
         prior to the expiration of thirty (30) days after such determination,
         then such advance shall be forgiven and shall not be required to be
         repaid and the amount of such advance shall offset, to the extent
         thereof, the amount of Gross-Up Payment required to be paid.

                  5.9. EXPENSE REIMBURSEMENT. Employee shall be entitled to
reimbursement for reasonable business expenses incurred prior to the termination
date, subject, however to the provisions of Section 3.1.

                  5.10. PERFORMANCE BONUS. In the situations described in
Sections 5.2, 5.3, 5.4, 5.5, 5.6, and 5.7, upon termination of this Agreement
Employee may be paid a bonus with respect to Employer's fiscal year in which the
termination date occurs, equal to the Performance Bonus that would have been
payable to Employee for the fiscal year if Employee's employment had not been
terminated, multiplied by the number of days in the fiscal year prior to and
including the date of termination and divided by three hundred sixty-five (365).
Any amount paid under this Section 5.10 shall be paid to Employee when Employer
pays performance bonuses to its eligible employees, which may be in the calendar
year following the termination date of this Agreement.

                  5.11. EMPLOYMENT TRANSITION AND SEVERANCE AGREEMENT. If
Employer so requests within five business days following a termination of this
Agreement pursuant to Section 4.2, 4.4, 4.5, or 4.7, Employee shall continue to
be employed by Employer on a part time basis for a period (the "Transition
Period") to be determined by Employer that shall not exceed ninety (90) days,
unless extended by mutual agreement. During the Transition Period, the Employee
shall perform (to the extent reasonably capable in the case of a termination
pursuant to Section 4.5 or Section 4.7) such services as may reasonably be
required for the transition to others of matters previously within Employee's
responsibilities. Unless otherwise mutually agreed, Employee will not be
required to serve more than five (5) days per month during the Transition
Period. For services during the Transition Period, Employee shall be compensated
at a daily rate equal to his Base Salary immediately preceding the termination
of this Agreement divided by 365. In addition, if Employee fully satisfies his
obligations during the Transition Period and fully complies with all provisions
of Section 8 of this Agreement, all stock options, restricted stock and other
incentive compensation awards granted to Employee by Employer prior to
termination of this Agreement shall continue to vest.

                  5.12. CONTINUATION OF BENEFIT PLANS. Employee shall be
entitled to continuation of health, medical, hospitalization and other similar
health insurance programs as if Employee were still an employee of Employer
during any Severance Period and, in all cases, as provided by any applicable
law. In addition, if (i) Employee has been an employee of Employer for at least
five (5) years, (ii) this Agreement is terminated (a) by Employer pursuant to
Section 4.2 or 4.4, (b) pursuant to Section 4.3, or (c) by Employee pursuant to
Sections 4.5, 4.6 (provided that such termination is



                                       11


after December 31, 2005), or 4.7, and (iii) Employee does not breach Section
5.11 of this Agreement, then Employee and Employee's dependents will be entitled
to continue to participate in Employer's group health and welfare benefit plans
(as such plans are in effect at such time) for a period of five (5) years
following the termination date (or the last day of the Transition Period if
Employee's employment is continued pursuant to Section 5.11 of this Agreement)
at the same cost to Employee (or Employee's family in the case of Employee's
death) as such benefits are provided to other similarly situated active
employees of Employer.

                  5.13. VESTING OF INCENTIVE AWARDS UPON A CHANGE IN CONTROL OF
EMPLOYER. Notwithstanding any contrary provision in this Agreement or any Stock
Option or Incentive Compensation Plan then maintained by Employer, in the event
of a Change in Control of Employer, all unvested stock options, stock
appreciation rights, restricted stock and other incentive compensation awards
held by Employee shall automatically vest and, in the case of stock options,
become immediately exercisable.

                  5.14. PERIOD FOR EXERCISING STOCK OPTIONS AFTER TERMINATION.
Except as to incentive stock options granted in accordance with Section 422 of
the Internal Revenue Code, Employee shall be allowed a period of twelve (12)
months after termination of this Agreement for any reason during which to
exercise any vested options to purchase Employer's common stock or vested stock
appreciation rights and realize any other vested incentive compensation awards
that may be granted or made under Employer's 2004 Incentive Compensation Plan
and/or any other similar plan adopted by Employer that provides for the issuance
of stock options, restricted stock and other awards to its employees. In all
other respects, the terms of the 2004 Incentive Compensation Plan or such other
plan then in effect shall control the terms and conditions of any awards made
pursuant thereto.

         6. SUCCESSORS; BINDING AGREEMENT.

                  6.1. SUCCESSORS. Employer shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) acquiring a
majority of Employer's voting common stock or any other successor to all or
substantially all of the business and/or assets of Employer to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that Employer would be required to perform it if no such succession had taken
place and Employee hereby consents to any such assignment. In such event,
"Employer" shall mean Employer as previously defined and any successor to its
business and/or assets which executes and delivers the agreement provided for in
this Section 6 or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law. This Section shall not limit Employee's
ability to terminate this Agreement in the circumstances described in Section
4.7 in the event of a Change in Control of Employer.

                  6.2. BENEFIT. This Agreement and all rights of Employee under
this Agreement shall inure to the benefit of and be enforceable by Employee's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If Employee should die after the
termination date and amounts would have been payable to Employee under this
Agreement if Employee had continued to live, including under Section 5 hereof,
then such amounts



                                       12


shall be paid to Employee's devisee, legatee, or other designee or, if there is
no such designee, Employee's estate.

         7. CONFLICTS WITH PRIOR EMPLOYMENT CONTRACT. Except as otherwise
provided in this Agreement, this Agreement constitutes the entire agreement
among the parties pertaining to the subject matter hereof, and supersedes and
revokes any and all prior or existing agreements, written or oral, relating to
the subject matter hereof, and this Agreement shall be solely determinative of
the subject matter hereof.

         8. RESTRICTIVE COVENANTS; CONFIDENTIAL INFORMATION; WORK PRODUCT;
INJUNCTIVE RELIEF.

                  8.1. NO MATERIAL COMPETITION. Employer and Employee
acknowledge and agree that a strong relationship and connection exists between
Employer and its current and prospective patients, referral sources, and
customers as well as the hospitals and healthcare facilities at which it
provides professional services. Employer and Employee further acknowledge and
agree that the restrictive covenants described in this Section are designed to
enforce, and are ancillary to or part of, the promises contained in this
Agreement and are reasonably necessary to protect the legitimate interests of
Employer in the following: (i) the use and disclosure of the Confidential
Information as described in Section 8.4; and (ii) the professional development
activities described in Section 1.2. The foregoing listing is by way of example
only and shall not be construed to be an exclusive or exhaustive list of such
interests. Employee acknowledges that the restrictive covenants set forth below
are of significant value to Employer and were a material inducement to Employer
in agreeing to the terms of this Agreement. Employee further acknowledges that
the goodwill and other proprietary interest of Employer will suffer irreparable
and continuing damage in the event Employee enters into competition with
Employer in violation of this Section.

                   Therefore, Employee agrees that, except with respect to
services performed under this Agreement on behalf of Employer, EMPLOYEE SHALL
NOT, at any time during the Restricted Period (as defined below) for any reason,
for Employee or on behalf of any other person, persons, firm, partnership,
corporation or employer, participate or engage in or own an interest in,
directly or indirectly, any individual proprietorship, partnership, corporation,
joint venture, trust or other form of business entity, whether as an individual
proprietor, partner, joint venturer, officer, director, member, employee,
consultant, independent contractor, stockholder, lender, landlord, finder,
agent, broker, trustee, or in any manner whatsoever, if such entity or its
affiliates is engaged in, directly or indirectly, "Employer's Business," as
defined on Exhibit A hereto. Employee acknowledges that, as of the date hereof,
Employee's responsibilities will include matters affecting the businesses of
Employer listed on Exhibit A.

                  For purposes of this Section 8, the "Restricted Period" shall
mean the Employment Period plus (i) twelve (12) months in the event this
Agreement is terminated pursuant to Sections 4.1(a), 4.1(b) or 4.1(d), (ii)
eighteen (18) months in the event this Agreement is terminated pursuant to
Section 4.1(c), (iii) thirty (30) months in the event this Agreement is
terminated pursuant to Section 4.4 or 4.7, or (iv) twenty-four (24) months in
the event this Agreement is terminated for any other reason.



                                       13


                  8.2. NO HIRE. Employee further agrees that EMPLOYEE SHALL NOT,
at any time during the Restricted Period, for any reason, for Employee or on
behalf of any other person, persons, firm, partnership, corporation or employer,
employ, or knowingly permit any company or business directly or indirectly
controlled by Employee to employ or otherwise engage (a) any person who is a
then current employee or independent contractor of Employer or one of its
affiliates, or (b) any person who was an employee or independent contractor of
Employer or one of its affiliates in the prior six (6) month period, or in any
manner seek to induce such persons to leave his or her employment or engagement
with Employer or one of its affiliates (including without limitation for or on
behalf of a subsequent employer of Employee). Notwithstanding the foregoing, it
shall not be a violation of this Section for Employee to participate in any
capacity in a business venture after termination of this Agreement with a
current or former employee or independent contractor of Employer or its
affiliates if (i) Employee's participation in such business venture does not
violate Section 8.1, (ii) Employee and such individual were actively pursuing
such business venture for a period of at least six (6) months while both were
employed or otherwise engaged by Employer, and (iii) a period of at least one
(1) year has elapsed since the termination of Employee's employment.

                  8.3. NON-SOLICITATION. Employee further agrees that EMPLOYEE
SHALL NOT, at any time during the Restricted Period, for any reason, for
Employee or on behalf of any other person, persons, firm, partnership,
corporation or employer, solicit or accept business from or take any action that
would interfere with, diminish or impair the valuable relationships that
Employer or its affiliates have with (i) hospitals or other health care
facilities with which Employer or its affiliates have contracts to render
professional services or otherwise have established relationships, (ii)
patients, (iii) referral sources, (iv) vendors, (v) any other clients of
Employer or its affiliates, or (vi) prospective hospitals, patients, referral
sources, vendors or clients whose business Employee was aware that Employer or
any affiliate of Employer was in the process of soliciting at the time of
Employee's termination (including potential acquisition targets).

                  8.4. CONFIDENTIAL INFORMATION. At all times during the term of
this Agreement, Employer shall provide Employee with access to "Confidential
Information." As used in this Agreement, the term "Confidential Information"
means any and all confidential, proprietary or trade secret information, whether
disclosed, directly or indirectly, verbally, in writing or by any other means in
tangible or intangible form, including that which is conceived or developed by
Employee, applicable to or in any way related to: (i) patients with whom
Employer has a physician/patient relationship; (ii) the present or future
business of Employer; or (iii) the research and development of Employer. Without
limiting the generality of the foregoing, Confidential Information includes: (a)
the development and operation of Employer's medical practices, including
information relating to budgeting, staffing needs, marketing, research, hospital
relationships, equipment capabilities, and other information concerning such
facilities and operations and specifically including the procedures and business
plans developed by Employer for use at the hospitals where Employer conducts its
business; (b) contractual arrangements between the Employer and insurers or
managed care associations or other payors; (c) the databases of Employer; (d)
the clinical and research protocols of Employer, including coding guidelines;
(e) the referral sources of Employer; and (f) other confidential information of
Employer that is not generally known to the public that gives Employer the
opportunity to obtain an advantage over competitors who do not know or use it,
including the



                                       14


names, addresses, telephone numbers or special needs of any of its patients, its
patient lists, its marketing methods and related data, lists or other written
records used in Employer's business, compensation paid to employees and other
terms of employment, accounting ledgers and financial statements, contracts and
licenses, business systems, business plan and projections, and computer
programs. The parties agree that, as between them, this Confidential Information
constitutes important, material, and confidential trade secrets that affect the
successful conduct of Employer's business and its goodwill. Employer
acknowledges that the Confidential Information specifically enumerated above is
special and unique information and is not information that would be considered a
part of the general knowledge and skill Employee has or might otherwise obtain.

                  Notwithstanding the foregoing, Confidential Information shall
not include any information that (i) was known by Employee from a third party
source before disclosure by or on behalf of Employer, (ii) becomes available to
Employee from a source other than Employer that is not, to Employee's knowledge,
bound by a duty of confidentiality to Employer, (iii) becomes generally
available or known in the industry other than as a result of its disclosure by
Employee, or (iv) has been independently developed by Employee and may be
disclosed by Employee without breach of this Agreement, PROVIDED, in each case,
that the Employee shall bear the burden of demonstrating that the information
falls under one of the above-described exceptions.

                  Employee agrees that, except as required in the performance of
Employee's duties as an employee of Employer, Employee will not at any time,
whether during or subsequent to the term of Employee's employment with Employer,
in any fashion, form or manner, unless specifically consented to in writing by
Employer, either directly or indirectly, use or divulge, disclose, or
communicate to any person, firm or corporation, in any manner whatsoever, any
Confidential Information of any kind, nature, or description, subject to
applicable law. The parties agree that any breach by Employee of any term of
this Section is a material breach of this Agreement and shall constitute "cause"
for the termination of Employee's employment hereunder. In the event that
Employee is ordered to disclose any Confidential Information, whether in a legal
or a regulatory proceeding or otherwise, Employee shall provide Employer with
prompt written notice of such request or order so that Employer may seek to
prevent disclosure or, if that cannot be achieved, the entry of a protective
order or other appropriate protective device or procedure in order to assure, to
the extent practicable, compliance with the provisions of this Agreement. In the
case of any disclosure required by law, Employee shall disclose only that
portion of the Confidential Information that Employee is ordered to disclose in
a legally binding subpoena, demand or similar order issued pursuant to a legal
or regulatory proceeding.

                  All Confidential Information, and all equipment, notebooks,
documents, memoranda, reports, files, samples, books, correspondence, lists,
other written and graphic records, in any media (including electronic or video)
containing Confidential Information or relating to the business of Employer,
which Employee shall prepare, use, construct, observe, possess, or control shall
be and remain Employer's sole property (collectively "Employer Property"). Upon
termination or expiration of this Agreement, or earlier upon Employer's request,
Employee shall promptly deliver to Employer all Employer Property, retaining
none.

                  8.5. OWNERSHIP OF WORK PRODUCT. Employee agrees and
acknowledges that all



                                       15


copyrights, patents, trade secrets, trademarks, service marks, or other
intellectual property or proprietary rights associated with any ideas, concepts,
techniques, inventions, processes, or works of authorship developed or created
by Employee during the course of performing work for Employer and any other work
product conceived, created, designed, developed or contributed by Employee
during the term of this Agreement that relates in any way to Employer's Business
(collectively, the "Work Product") shall belong exclusively to Employer and
shall, to the extent possible, be considered a work made for hire within the
meaning of Title 17 of the United States Code. To the extent the Work Product
may not be considered a work made for hire owned exclusively by Employer,
Employee hereby assigns to Employer all right, title, and interest worldwide in
and to such Work Product at the time of its creation, without any requirement of
further consideration. Upon request of Employer, Employee shall take such
further actions and execute such further documents as Employer may deem
necessary or desirable to further the purposes of this Agreement, including
without limitation separate assignments of all right, title, and interest in and
to all rights of copyright and all right, title, and interest in and to any
inventions or patents and any reissues or extensions which may be granted
therefore, and in and to any improvements, additions to, or modifications
thereto, which Employee may acquire by invention or otherwise, the same to be
held and enjoyed by Employer for its own use and benefit, and for the use and
benefit of Employer's successors and assigns, as fully and as entirely as the
same might be held by Employee had this assignment not been made.

                  8.6. CLEARANCE PROCEDURE FOR PROPRIETARY RIGHTS NOT CLAIMED BY
EMPLOYER. In the event that Employee wishes to create or develop, OTHER THAN on
Employer's time or using Employer's resources, anything that may be considered
Work Product but of which Employee believes Employee should be entitled to the
personal benefit, Employee agrees to follow the clearance procedure set forth in
this Section 8.6. Before beginning any such work, Employee agrees to give
Employer advance written notice and provide Employer with a sufficiently
detailed written description of the work under consideration for Employer to
make a determination regarding the work. Unless otherwise agreed in a writing
signed by Employer prior to receipt, Employer shall have no obligation of
confidentiality with respect to such request or description. Employer will
determine in its sole discretion, within thirty (30) days after Employee has
fully disclosed such plans to Employer, whether rights in such work will be
claimed by Employer. If Employer determines that it does not claim rights in
such work, Employer agrees to so notify Employee in writing and Employee may
retain ownership of the work to the extent that such work has been expressly
disclosed to Employer. If Employer fails to so notify Employee within such
thirty (30) day period, then Employer shall be deemed to have agreed that such
work is not considered Work Product for purposes of this Agreement. Employee
agrees to submit for further review any significant improvement, modification,
or adaptation that could reasonably be related to Employer's Business so that it
can be determined whether the improvement, modification, or adaptation relates
to the business or interests of Employer. Clearance under this procedure does
not relieve Employee of the restrictive covenants set forth in this Section 8.

                  8.7. NON-DISPARAGEMENT. Employer agrees that for a period of
ten (10) years after the termination of this Agreement, Employer shall not
disparage Employee or otherwise impugn Employee's name or reputation. Employee
agrees that for a period of ten (10) years after the termination of this
Agreement, Employee shall not (i) disparage Employer or any of Employer's




                                       16


affiliates (including any present, future or former agent, attorney, employee,
officer or director of Employer or any of Employer's affiliates); (ii) impugn in
any manner the name or reputation of Employer or any of Employer's affiliates
(including any present, future or former agent, attorney, employee, officer or
director of Employer or any of Employer's affiliates); or (iii) speak or write
anything disparaging or critical of Employee's work conditions or the
circumstances of the termination of Employee's employment with Employer.




                                       17



                  8.8. REVIEW BY EMPLOYEE. EMPLOYEE HAS CAREFULLY READ AND
CONSIDERED THE TERMS AND PROVISIONS OF THIS SECTION 8, AND HAVING DONE SO,
AGREES THAT THE RESTRICTIONS SET FORTH IN THIS SECTION 8 ARE FAIR AND REASONABLY
REQUIRED FOR THE PROTECTION OF THE INTERESTS OF EMPLOYER. Without limiting other
possible remedies available to Employer, Employee agrees that injunctive or
other equitable relief will be available to enforce the covenants set forth in
this Section, such relief to be without the necessity of posting a bond. In the
event that, notwithstanding the foregoing, any part of the covenants set forth
in this Section 8 shall be held to be invalid, overbroad, or unenforceable by an
arbitration panel or a court of competent jurisdiction, the parties hereto agree
that such invalid, overbroad, or unenforceable provision(s) may be modified or
severed from this Agreement without, in any manner, affecting the remaining
portions of this Section 8 (all of which shall remain in full force and effect).
In the event that any provision of this Section 8 related to time period or
areas of restriction shall be declared by an arbitration panel or a court of
competent jurisdiction to exceed the maximum time period, area or activities
such arbitration panel or court deems reasonable and enforceable, said time
period or areas of restriction shall be deemed modified to the minimum extent
necessary to make the geographic or temporal restrictions or activities
reasonable and enforceable.

                  8.9. SURVIVAL AND TERMINATION OF PAYMENTS AND BENEFITS. The
provisions of this Section 8 shall survive the termination of this Agreement and
Employee's employment with Employer. If Employee fails to comply fully with any
provision of this Section 8, Employee shall not be entitled to receive any
further payments or benefits of any kind under Section 5 of this Agreement
(other than Base Salary through date of termination and any amounts due under
Section 5.9 hereof) and Employer shall have the right to terminate without
advance notice any and all other future payments and benefits of every kind that
otherwise would be due Employee under Section 5 of this Agreement. The
provisions of this Section 8 are expressly intended to benefit and be
enforceable by other affiliated entities of Employer, who are express third
party beneficiaries hereof. Employee shall not assist others in engaging in any
of the activities described in the foregoing restrictive covenants.

         9. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or any alleged breach hereof shall be finally determined by
binding arbitration before a three member panel, consisting of one member
selected by each party hereto, with the third member selected by the first two
arbitrators. Each party hereto shall bear the costs of its own nominee, and
shall share equally the cost of the third arbitrator and the parties agree that
the costs of arbitration shall not be subject to reapportionment by the
arbitration panel. The arbitration proceedings shall be held in Sunrise,
Florida, unless otherwise mutually agreed by the parties, and shall be conducted
in accordance with the American Health Lawyer's Association Dispute Resolution
Service, Rules of Procedure for Arbitration. Judgment on the award rendered by
the arbitration panel may be entered and enforced by any court having
jurisdiction thereof. Notwithstanding anything herein to the contrary, if the
Employer shall require immediate injunctive relief, then the Employer shall be
entitled to seek such relief in any court having jurisdiction, and if the
Employer elects to do so, the Employee hereby consents to the jurisdiction of
the state and federal courts sitting in the State of Florida and to the
applicable service of process. Employee hereby waives and agrees not to assert,
to the fullest extent permitted by applicable law, any claim that (i) Employee
is not subject to the jurisdiction of such courts, (ii) Employee is immune from
any legal process issued by such courts and (iii) any litigation or other
proceeding



                                       18


commenced in such courts is brought in an inconvenient forum. Any such
arbitration shall be treated as confidential by all parties thereto, except as
otherwise provided by law or as otherwise necessary to enforce any judgment or
order issued by the arbitrators.

         10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to its conflict
of laws principles to the extent that such principles would require the
application of laws other than the laws of the State of Florida.

         11. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered by hand or when deposited in the United States mail by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

           If to Employer:                    If to Employee:

           Pediatrix Medical Group, Inc.      Mr. Joseph M. Calabro
           1301 Concord Terrace               c/o Pediatrix Medical Group, Inc.
           Sunrise, FL 33323                  1301 Concord Terrace
           Attention: General Counsel         Sunrise, FL 33323

or to such other addresses as either party hereto may from time to time give
notice of to the other in the aforesaid manner.

         12. BENEFITS: BINDING EFFECT. This Agreement shall be for the benefit
of and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where applicable,
assigns. Notwithstanding the foregoing, Employee may not assign the rights or
benefits hereunder without the prior written consent of Employer.

         13. SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses or Sections contained in this Agreement shall not
affect the enforceability of the remaining portions of this Agreement or any
part thereof.

         14. WAIVERS. The waiver by either party hereto of a breach or violation
of any term or provision of this Agreement shall not operate nor be construed as
a waiver of any subsequent breach or violation.

         15. DAMAGES. Nothing contained herein shall be construed to prevent
Employer or Employee from seeking and recovering from the other damages
sustained by either or both of them as a result of a breach of any term or
provision of this Agreement. In the event of any controversy or claim arising
out of or relating to this Agreement, each party will bear its own costs for
court and attorneys' fees.

         16. NO THIRD PARTY BENEFICIARY. Except as provided in Section 8.9,
nothing expressed or implied in this Agreement is intended, or shall be
construed, to confer upon or give any person (other than the parties hereto and,
in the case of Employee, Employee's heirs, personal



                                       19


representative(s) and/or legal representative) any rights or remedies under or
by reason of this Agreement. No agreements or representations, oral or
otherwise, express or implied, have been made by either party with respect to
the subject matter of this Agreement which agreements or representations are not
set forth expressly in this Agreement, and this Agreement supersedes any other
agreement between Employer and Employee.

         17. HEADINGS. The section headings in this Agreement are solely for
convenience of reference and form no part of this Agreement.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

EMPLOYER:                                    EMPLOYEE:

PEDIATRIX MEDICAL GROUP, INC.



By: /s/ Roger J. Medel, M.D.                 /s/ Joseph M. Calabro
    --------------------------------         -----------------------------------
    Roger J. Medel, M.D.                     Joseph M. Calabro
    Chief Executive Officer



                                       20

                                    EXHIBIT A

                              BUSINESS OF EMPLOYER

         As of the date hereof, Employer, directly or through its affiliates,
provides professional medical services and all aspects of practice management
services in medical practice areas that include, but are not limited to, the
following (collectively referred to herein as "Employer's Business"):

                  (1) Neonatology, including hospital well baby care;

                  (2) Maternal-Fetal Medicine, including general obstetrics
         services;

                  (3) Pediatric Cardiology;

                  (4) Pediatric Intensive Care, including Pediatric Hospitalist
         Care; and

                  (5) Newborn metabolic and hearing screening services.

         References to Employer's Business in this Agreement shall include such
other medical service lines, practice management services and other businesses
entered into by Employer after the date hereof but during the term of this
Agreement; PROVIDED, that to be considered a part of Employer's Business,
Employer must have engaged in such other service line, practice management
service or other business at least six (6) months prior to the termination date
of this Agreement. For purposes of this Exhibit A, businesses of Employer shall
include the businesses conducted by Employer's subsidiaries, entities under
common control and affiliates as defined under Rule 144 of the Securities Act of
1933, as amended. Such affiliates shall include the professional corporations
and associations whose operating results are consolidated with Employer for
financial reporting purposes.

         Notwithstanding the foregoing, Employer acknowledges and agrees to the
following exceptions and clarifications regarding the scope of Employer's
Business.

         A. PRACTICE MANAGEMENT SERVICES. Employer acknowledges that, as of the
date hereof, Employer's Business relates to the delivery of both professional
and practice management services in the forgoing practice areas. Therefore, as
of the date hereof, Employer acknowledges that it would not be a violation of
Section 8.1 of the Agreement for Employee to provide services to a practice
management company (such as a billing company or management services
organization (MSO)) if such practice management company is not owned by,
affiliated with (as defined under Rule 144 of the Securities Act of 1933, as
amended) or under common control with a health care provider that provides
services in the medical services areas included in Employer's Business. Subject
to paragraph C below, the provisions of this paragraph shall not apply to the
extent that, after the date hereof, Employer enters into a business that
involves the delivery of practice management services to unrelated third
parties.

         B. HOSPITAL SERVICES. Employer and Employee acknowledge that, as of the
date hereof, Employer does not currently operate hospitals, hospital systems or
universities. Nevertheless, the businesses of hospitals, hospital systems and
universities would be the same as Employer's Business where such hospitals,
hospital systems or universities provide some or all of the medical services




                                       21


included in Employer's Business. Therefore, the parties desire to clarify their
intent with respect to the limitations on Employee's ability to work for a
hospital, hospital system or university after termination of this Agreement.
Section 8.1 shall not be deemed to restrict Employee's ability to work for a
hospital, hospital system or university if the hospital, hospital system or
university does not provide any of the medical services included in Employer's
Business. Furthermore, even if a hospital, hospital system or university
provides medical services that are included in Employer's Business, Employee may
work for such hospital, hospital system or university if Employee has no direct
supervisory responsibility for or involvement in the hospital's, hospital
system's or university's medical services that are Employer's Business. Finally,
Employer agrees that Employee may hold direct supervisory responsibility for or
be involved in the medical services of a hospital, hospital system or university
that are included in Employer's Business so long as such hospital, hospital
system or university is located at least ten (10) miles from a medical practice
owned or operated by Employer or its affiliate. Subject to paragraph C below,
the provisions of this paragraph shall not apply to the extent that, after the
date hereof, Employer enters into the business of operating a hospital or health
system.

         C. DEMINIMUS EXCEPTION. Employer agrees that a medical service line
(other than those listed in items 1 through 5 above), practice management
service or other business entered into by Employer shall not be considered to be
a part of Employer's Business if such medical service line, practice management
service or other business constitutes less than Fifteen Million Dollars
($15,000,000) of Employer's annual revenues.

         D. CERTAIN OWNERSHIP INTERESTS. It shall not be deemed to be a
violation of Section 8.1 for Employee to: (i) own, directly or indirectly, one
percent (1%) or less of a publicly-traded entity; or (ii) own, directly or
indirectly, less than five percent (5%) of a privately-held business or company,
if Employee is at all times a passive investor with no board representation,
management authority or other special rights to control operations of such
business.



                                       22

                                                                    Exhibit 10.3

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
by and between PEDIATRIX MEDICAL GROUP, INC., a Florida corporation,
("Employer") and KARL B. WAGNER ("Employee") effective as of the 11th day of
November, 2004.

                                    RECITALS

         WHEREAS, Employer is presently engaged in "Employer's Business" as
defined on Exhibit A hereto; and

         WHEREAS, Employee has experience providing management services in
Employer's Business or in fields relating to Employer's Business; and

         WHEREAS, Employer and Employee previously entered into an Employment
Agreement effective January 1, 1999 and amended as of January 1, 2003 (the
"Prior Employment Agreement"), which will be cancelled in its entirety with the
execution of this Agreement; and

         WHEREAS, Employer desires to employ Employee as an executive officer of
Employer and benefit from Employee's contributions to Employer; and

         WHEREAS, in order to induce Employer to enter into this Agreement on
the terms and conditions set forth herein (including an increase in compensation
over what was provided under the Prior Employment Agreement), and disclose its
trade secrets and confidential information in connection with Employee's
employment by Employer and provide incentive compensation from time to time,
Employee hereby agrees to be bound by the terms of this Agreement, including the
arbitration, non-competition and related restrictive covenants set forth herein.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties agree as follows:

         1. EMPLOYMENT.

                  1.1. EMPLOYMENT AND TERM. Employer hereby agrees to employ
Employee and Employee hereby agrees to serve Employer on the terms and
conditions set forth herein for an "Initial Term" commencing January 1, 2004
(the "Effective Date") and continuing for a period of one (1) year, unless
sooner terminated in accordance with the provisions of Section 4. Thereafter,
the employment of Employee hereunder shall automatically renew for successive
one (1) year periods until terminated in accordance with the provisions of
Section 4 of this Agreement. In this Agreement, the term "Employment Period"
shall refer to the period of time that this Agreement is in effect and ending on
the termination date as determined in accordance with the provisions of Section
4 of this Agreement.







                  1.2. DUTIES OF EMPLOYEE. During the Employment Period,
Employee shall serve as Chief Financial Officer and Treasurer of Employer and
perform such duties as are customary to the position Employee holds or as may be
reasonably assigned to Employee from time to time by the Chief Executive Officer
or President ("Employee's Supervisor"); PROVIDED, that such duties as assigned
shall be customary to Employee's role as an executive officer of Employer.
Employee's employment shall be full-time and as such Employee agrees to devote
substantially all of Employee's attention and professional time to the business
and affairs of Employer. During the Employment Period, Employer shall promote
the proficiency of Employee by, among other things, providing Employee with
Confidential Information, specialized professional development programs, and
information regarding the organization, administration and operation of
Employer. During the Employment Period, Employee agrees that Employee will not,
without the prior written consent of Employer (which consent shall not be
unreasonably withheld), serve as a director on a corporate board of directors or
in any other similar capacity for any institution other than Employer. During
the Employment Period, it shall not be a violation of this Agreement to (i)
serve on civic or charitable boards or committees, or (ii) deliver lectures,
fulfill speaking engagements or teach at educational institutions, so long as
such activities have been approved by Employer's Chief Executive Officer and do
not interfere with the performance of Employee's responsibilities as an employee
of Employer in accordance with this Agreement, including the restrictions of
Section 8 hereof.

                  1.3. PLACE OF PERFORMANCE. Employee shall be based at
Employer's offices located in Sunrise, Florida, except for required travel
relating to Employer's Business.

         2. BASE SALARY AND PERFORMANCE BONUS.

                  2.1. BASE SALARY. Employee shall be paid an annual base salary
of Three Hundred Seventy-Five Thousand Dollars ($375,000.00) (the "Base
Salary"), payable in installments consistent with Employer's customary payroll
schedule and subject to applicable withholding for taxes and Employee directed
withholdings. The Compensation Committee of the Board of Directors of Employer
(the "Compensation Committee") shall review the amount of Employee's Base Salary
on an annual basis no later than ninety (90) days after the beginning of the
Employer's fiscal year. Any change to Employee's Base Salary that is approved by
the Compensation Committee shall become the Base Salary for purposes of this
Agreement.

                  2.2. PERFORMANCE BONUS. Employee shall be eligible for an
annual bonus (the "Performance Bonus") in accordance with incentive programs
approved from time to time by the Compensation Committee, which programs shall
contemplate a target bonus payment of at least One Hundred Percent (100%) of
Employee's Base Salary upon the fulfillment of reasonable performance objectives
set by the Compensation Committee. If earned, the Performance Bonus shall be
paid to Employee no later than ninety (90) days after the end of Employer's
fiscal year.




                                       2

         3. BENEFITS.

                  3.1. EXPENSE REIMBURSEMENT. Employer shall promptly reimburse
Employee for all out-of-pocket expenses reasonably incurred by Employee on
behalf of or in connection with Employer's Business pursuant to the
reimbursement standards and guidelines of Employer in effect from time to time.
Employee shall account for such expenses and submit reasonable supporting
documentation to Employer in accordance with Employer's policies in effect from
time to time.

                  3.2. EMPLOYEE BENEFITS. During the Employment Period, Employee
shall be entitled to participate in such health, welfare, disability, stock
purchase, retirement savings and other fringe benefit plans and programs as may
be established and maintained by Employer from time to time to the extent that
such plans and programs are applicable to other similarly situated employees of
Employer and subject to the provisions of such plans and programs.

                  3.3. LEAVE TIME. During the Employment Period, Employer shall
allow Employee paid leave time each year for vacation, illness, injury or other
similar purposes in accordance with Employer's policies in effect from time to
time, but in no event less than six (6) weeks per calendar year (prorated for
periods of less than a calendar year). Any leave time not used during each
calendar year may be carried over into the next year to the extent permitted by
Employer's policies in effect from time to time.

                  3.4. INCENTIVE COMPENSATION PLAN. Employee shall be eligible
to participate in Employer's 2004 Incentive Compensation Plan or any other
similar plan adopted by Employer that provides for the issuance of stock
options, restricted stock and other awards to its employees. Employee's stock
based award each year shall be determined by the Compensation Committee based on
Employee's performance and the Company's performance during the immediately
preceding year and shall be consistent with the Compensation Committee's
determination of Employee's stock based award in prior years. The terms of any
award to Employee and Employee's rights and interest in any such award shall be
controlled by this Agreement, and the 2004 Incentive Compensation Plan or such
other plan then in effect. Employee acknowledges that this Section 3 is
sufficient consideration for Employee to enter into this agreement, including
the restrictive covenants set forth in Section 8 below.

         4. TERMINATION.

                  4.1. TERMINATION FOR CAUSE. Employer may terminate this
Agreement for Cause. As used in this Agreement, the term "Cause" shall mean:

                  (a) Any act or omission of Employee, which is materially
         contrary to the business interests, reputation or goodwill of Employer;

                  (b) A material breach by Employee of Employee's obligations
         under this Agreement, which breach is not promptly remedied upon
         written notice from Employer;



                                       3


                  (c) Employee's failure or refusal to perform Employee's duties
         in any material respect as reasonably assigned pursuant to this
         Agreement, other than a failure or refusal which is remedied by
         Employee promptly after receipt of written notice thereof by Employer;
         or

                  (d) Employee's failure or refusal to comply with a reasonable
         policy, standard or regulation of Employer in any material respect,
         including but not limited to Employer's sexual harassment, other
         unlawful harassment, workplace discrimination or substance abuse
         policies.

The termination date for a termination of this Agreement pursuant to this
Section 4.1 shall be the date specified by Employer in a written notice to
Employee of finding of Cause, which may not be retroactive. Upon any termination
of this Agreement pursuant to this Section 4.1, Employee shall be entitled to
compensation in accordance with, and subject to, the provisions of Section 5.1
hereof.

                  4.2. DISABILITY. Employer may terminate this Agreement upon
the Disability (as defined below) of Employee. Subject to the requirements of
applicable law, Employee shall be deemed to have a "Disability" for purposes of
this Agreement in the event of (i) Employee's inability to perform Employee's
duties hereunder, with or without a reasonable accommodation, as a result of
physical or mental illness or injury, and (ii) a determination by an independent
qualified physician selected by Employer and acceptable to Employee (which
acceptance shall not be unreasonably withheld) that Employee is currently unable
to perform such duties and in all reasonable likelihood such inability will
continue for a period in excess of an additional ninety (90) or more days in any
one hundred twenty (120) day period. The termination date for a termination of
this Agreement pursuant to this Section 4.2 shall be the date specified by
Employer in a notice to Employee, which date shall not be retroactive. Upon any
termination of this Agreement pursuant to this Section 4.2, Employee shall be
entitled to compensation and/or benefits in accordance with, and subject to, the
provisions of Section 5.2 hereof.

                  4.3. DEATH. This Agreement shall terminate automatically upon
the death of Employee, without any requirement of notice by Employer to
Employee's estate. The date of Employee's death shall be the termination date of
this Agreement pursuant to this Section 4.3. Upon any termination of this
Agreement pursuant to this Section 4.3, Employee shall be entitled to the
compensation specified in Section 5.3 hereof.

                  4.4. TERMINATION BY EMPLOYER WITHOUT CAUSE. Employer may
terminate Employee's employment without cause by giving Employee written notice
of such termination. The termination date shall be the date specified by
Employer in such notice, which shall not be less than ninety (90) days from the
date of written notice to Employee. Upon any termination of this Agreement
pursuant to this Section 4.4, Employee shall be entitled to compensation and/or
benefits in accordance with, and subject to, the provisions of Section 5.4
hereof.

                  4.5. TERMINATION BY EMPLOYEE DUE TO POOR HEALTH. Employee may
terminate Employee's employment under this Agreement upon written notice to
Employer if Employee's health should become impaired to any extent that makes
the continued performance of Employee's duties



                                       4


under this Agreement hazardous to Employee's physical or mental health or
Employee's life (regardless of whether such condition would be deemed a
Disability under any other Section of this Agreement), PROVIDED that Employee
shall have furnished Employer with a written statement from a qualified doctor
to that effect, and PROVIDED FURTHER that, at Employer's written request and
expense, Employee shall submit to a medical examination by an independent
qualified physician selected by Employer and acceptable to Employee (which
acceptance shall not be unreasonably withheld), which doctor shall substantially
concur with the conclusions of Employee's doctor. The termination date shall be
ninety (90) days from Employer's receipt of such notice. Upon any termination of
this Agreement pursuant to this Section 4.5, Employee shall be entitled to
compensation and/or benefits in accordance with, and subject to, the provisions
of Section 5.5 hereof.

                  4.6. TERMINATION BY EMPLOYEE. Employee may terminate
Employee's employment under this Agreement for any reason whatsoever upon not
less than ninety (90) days prior written notice to Employer. Upon receipt of
such notice from Employee, Employer may, at its option, require Employee to
terminate employment at any time in advance of the expiration of such ninety
(90) day period. The termination date under this Section 4.6 shall be the date
specified by Employer, but in no event more than ninety (90) days after
Employer's receipt of notice from Employee as contemplated by this Section 4.6.
Upon any termination of this Agreement pursuant to this Section 4.6, Employee
shall be entitled to compensation and/or benefits in accordance with, and
subject to, the provisions of Section 5.6 hereof.

                  4.7. TERMINATION BY EMPLOYEE FOR GOOD REASON. Employee may
terminate Employee's employment hereunder for Good Reason. For purposes of this
Section, "Good Reason" shall mean:

                  (a) the assignment to Employee of any duties inconsistent in
         any material respect with the Employee's position (including status,
         offices, titles and reporting requirements), authority, duties or
         responsibilities as assigned by Employee's Supervisor, or any other
         action by Employer that results in a material diminution in such
         position, authority, duties or responsibilities, excluding for this
         purpose an isolated, insubstantial and inadvertent action not taken in
         bad faith and which is remedied by Employer promptly after receipt of
         written notice from Employee;

                  (b) any material failure by Employer to comply with its
         obligations to Employee as agreed upon (including under Sections 2.2
         and 3.4 hereof), other than an isolated, insubstantial and inadvertent
         failure not occurring in bad faith and which is remedied by Employer
         promptly after receipt of written notice from Employee;

                  (c) the requirement by Employer that Employee be based at any
         office or location outside of twenty-five (25) miles from the location
         of Employee's service as of the date hereof, except for travel
         reasonably required in the performance of the Employee's duties;

                  (d) a decrease in Employee's Base Salary or failure to award
         incentive compensation as contemplated by Section 3.4;



                                       5


                  (e) the failure of Employer to set a Performance Bonus target
         in accordance with Section 2.2 or pay a Performance Bonus otherwise due
         to Employee;

                  (f) the termination by Employer of the employment of two (2)
         Key Executives within a one (1) year period or three (3) Key Executives
         within a two (2) year period. For purposes of this subsection , "Key
         Executives" shall refer to the individuals serving as Chief Executive
         Officer, President, Chief Financial Officer and General Counsel as of
         the date first written above; or

                  (g) a Change in Control of Employer. For purposes of this
         subsection, "Change in Control of Employer" shall mean (i) the
         acquisition by a person or an entity or a group of persons and
         entities, directly or indirectly, of more than fifty (50%) percent of
         Employer's common stock in a single transaction or a series of
         transactions (hereinafter referred to as a "50% Change in Control");
         (ii) a merger or other form of corporate reorganization resulting in an
         actual or DE FACTO 50% Change in Control; or (iii) the failure of
         Applicable Directors (defined below) to constitute a majority of
         Employer's Board of Directors (the "Board") during any two (2)
         consecutive year period after the date of this Agreement (the "Two-Year
         Period"). "Applicable Directors" shall mean those individuals who are
         members of the Board at the inception of the Two-Year Period and any
         new director whose election to the Board or nomination for election to
         the Board was approved (prior to any vote thereon by the shareholders)
         by a vote of at least two-thirds (2/3) of the directors then still in
         office who either were directors at the beginning of the Two-Year
         Period at issue or whose election or nomination for election during
         such Two-Year Period was previously approved as provided in this
         sentence.

If Employee desires to terminate this Agreement pursuant to this Section,
Employee must, within ninety (90) days after the occurrence of events giving
rise to the Good Reason, provide Employer with a written notice describing the
Good Reason in reasonable detail. Such notice shall include the proposed
termination date of this Agreement, which must be ninety (90) days from the date
of the notice. Upon receipt of such notice from Employee, Employer may, at its
option, require Employee to terminate employment at any time in advance of the
expiration of such ninety (90) day period. The termination date under this
Section 4.7 shall be the date specified by Employer, but in no event more than
ninety (90) days after Employer's receipt of notice from Employee as
contemplated by this Section 4.7. If (i) Employee terminates this Agreement
pursuant to this Section 4.7, or (ii) Employer terminates this Agreement for any
reason within twenty-four (24) months after a Change in Control of Employer,
then Employee shall be entitled to compensation and/or benefits in accordance
with, and subject to, the provisions of Section 5.7 hereof, but shall not be
entitled to compensation under any other subsection of Section 5 hereof.

         5. COMPENSATION AND BENEFITS UPON TERMINATION.

                  5.1. CAUSE. If Employee's employment is terminated for Cause,
Employer shall pay Employee's Base Salary through the termination date specified
in Section 4.1 at the rate in effect at the termination date. In addition, if
Employee's employment is terminated pursuant to Section 4.1(c), Employer shall
continue Base Salary payments to Employee for a period of twelve (12)



                                       6


months after the termination date. Upon payment of such amounts, plus any
amounts as may be due under Section 5.9 below, Employer shall have no further
obligation to Employee under this Agreement.

                  5.2. DISABILITY. In the event of Employee's Disability,
Employee shall continue to receive Employee's Base Salary for the first ninety
(90) days of Disability. Thereafter, payments, if any, shall be administered
pursuant to Employer's sponsored long-term disability policy. If Employee's
employment is terminated pursuant to Section 4.2 in connection with Employee's
Disability, Employee shall receive any amounts payable under Section 5.9 hereof;
and, Employee shall also receive fifty percent (50%) of Employee's annual Base
Salary at the rate in effect at the termination date, payable in six (6) equal
monthly installments after the termination date, plus a bonus calculated in
accordance with Section 5.10 hereof. The six (6) month period after the
termination date during which Employee may continue to receive Base Salary
payments pursuant to this Section 5.2 shall be referred to as the "Severance
Period" for purposes of this Agreement.

                  5.3. DEATH. Upon Employee's death during the Employment
Period, Employer shall pay to the person or entity designated by Employee in a
notice filed with Employer or, if no person is designated, to Employee's estate
any unpaid amounts of Base Salary to the date of Employee's death, plus any
amounts as may be due under Sections 5.9 and 5.10 below. Any payments Employee's
spouse, beneficiaries or estate may be entitled to receive pursuant to any
pension plan, employee welfare benefit plan, life insurance policy, or similar
plan or policy then maintained by Employer shall be determined and paid in
accordance with the written instruments governing the respective plans and
policies. In the event of Employee's death during the Employment Period,
Employer shall notify Employee's designee or estate of the stock awards held by
Employee and the procedures pursuant to which all vested stock options may be
exercised and other stock awards may be realized under the terms applicable to
such awards.

                  5.4. TERMINATION BY EMPLOYER WITHOUT CAUSE. If Employer
terminates Employee's employment in accordance with Section 4.4, then (i)
Employer shall pay Employee's Base Salary through the termination date specified
in Section 4.4 at the rate in effect at such termination date, plus any amount
due under Section 5.9 hereof; and (ii) Employer shall (a) continue to pay
Employee's monthly Base Salary for a period of twenty-four (24) months after the
termination date, and (b) on the first (1st) and second (2nd) anniversaries of
the termination date, pay Employee an amount equal to the lesser of Employee's
Average Annual Performance Bonus (as defined below) or Employee's bonus for the
year immediately preceding Employee's termination, and (c) pay Employee a bonus
calculated in accordance with Section 5.10 hereof. The twenty-four (24) month
period after the termination date during which Employee may continue to receive
Base Salary payments pursuant to this Section 5.4 shall be referred to as the
"Severance Period" for purposes of this Agreement. For purposes of this
Agreement, "Average Annual Performance Bonus" shall be equal to the Employee's
then applicable Base Salary multiplied by a percentage obtained by averaging the
quotients of the Performance Bonus paid to Employee for the three (3) full
calendar years prior to the termination date divided by the Employee's Base
Salary in effect for the calendar year for which the Performance Bonus relates.



                                       7


                  5.5. TERMINATION BY EMPLOYEE DUE TO POOR HEALTH. If Employee
terminates this Agreement pursuant to Section 4.5 hereof, Employer shall pay to
Employee any unpaid amounts of Base Salary to the termination date specified in
Section 4.5, plus any disability payments otherwise payable by or pursuant to
plans provided by Employer, plus any amounts as may be due under Section 5.9
hereof. Employer shall also pay Employee a bonus calculated in accordance with
Section 5.10 hereof.

                  5.6. TERMINATION BY EMPLOYEE. If this Agreement terminates
pursuant to Section 4.6 hereof, Employer shall pay to Employee any unpaid
amounts of Base Salary to the termination date specified in Section 4.6, plus
any amounts as may be due under Section 5.9 below. In the event that the
termination date specified by Employer is less than ninety (90) days after the
date of Employer's receipt of notice as contemplated by Section 4.6, then
Employer shall continue Employee's Base Salary for a period of days equal to
ninety (90) minus the number of days from Employee's notice to the termination
date.

                  In addition, if Employee gives Employer sufficient notice in
accordance with Section 4.6 and executes a general release of Employer that is
satisfactory to Employer, Employer shall pay Employee a bonus calculated in
accordance with Section 5.10 hereof.

                  5.7. TERMINATION BY EMPLOYEE FOR GOOD REASON. If this
Agreement is terminated in accordance with Section 4.7, then (i) Employer shall
pay Employee's Base Salary through the termination date specified in Section 4.7
at the rate in effect at such termination date, plus any amounts as may be due
under Section 5.9 hereof; and (ii) Employer shall (a) continue to pay Employee's
monthly Base Salary for a period of twenty-four (24) months after the
termination date; (b) on the first (1st) and second (2nd) anniversaries of the
termination date, pay Employee an amount equal to the lesser of Employee's
Average Annual Performance Bonus or Employee's bonus for the year immediately
preceding Employee's termination; PROVIDED, HOWEVER, that if this Agreement is
terminated in connection with a Change in Control of Employer, then Employer
shall make such Performance Bonus payments due to Employee under this Agreement
in a lump sum within ninety (90) days after termination of this Agreement; and
(c) pay Employee a bonus calculated in accordance with Section 5.10 hereof. The
twenty-four (24) month period after the termination date during which Employee
continues to receive Base Salary payments pursuant to this Section 5.7 shall be
referred to as the "Severance Period" for purposes of this Agreement.
Notwithstanding the foregoing, if this Agreement is terminated in connection
with a Change in Control of Employer, the payments to Employee under this
Section shall be subject to the provisions of Section 5.8 below.

                  5.8. PAYMENTS IN THE EVENT OF A CHANGE IN CONTROL OF EMPLOYER.
In the event it shall be determined that any payment, distribution or other
action by Employer to or for the benefit of the Employee (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise, including any additional payments required under Section 5.7) (a
"Payment") would be subject to an excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any interest or
penalties are incurred by the Employee with



                                       8


respect to any such excise tax (such excise tax, together with any such interest
and penalties, are hereinafter collectively referred to as the "Excise Tax"),
Employer shall make a payment to the Employee (a "Gross-Up Payment") in an
amount such that after payment by the Employee of all taxes (including any
Excise Tax) imposed upon the Gross-Up Payment, the Employee retains (or has had
paid to the Internal Revenue Service on his behalf) an amount of the Gross-Up
Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y)
the product of any deductions disallowed because of the inclusion of the
Gross-Up Payment in the Employee's adjusted gross income and the highest
applicable marginal rate of federal income taxation for the calendar year in
which the Gross-Up Payment is to be made. For purposes of determining the amount
of the Gross-Up Payment, the Employee shall be deemed to (i) pay federal income
taxes at the highest marginal rates of federal income taxation for the calendar
year in which the Gross-Up Payment is to be made, and (ii) pay applicable state
and local income taxes at the highest marginal rate of taxation for the calendar
year in which the Gross-Up Payment is to be made, net of the maximum reduction
in federal income taxes which could be obtained from deduction of such state and
local taxes.

                  (a) Subject to the provisions of paragraph (b) of this
         Section, all determinations required to be made under this Section 5.8,
         including whether and when a Gross-Up Payment is required and the
         amount of such Gross-Up Payment and the assumptions to be utilized in
         arriving at such determination, shall be made by a "Big Four"
         accounting firm (the "Accounting Firm") selected by the Chief Executive
         Officer; PROVIDED, that if the Gross-Up Payment relates to the
         termination of the Chief Executive Officer's employment with Employer,
         then the Accounting Firm shall be selected by the Chief Financial
         Officer; and PROVIDED, FURTHER that the Accounting Firm shall not also
         be Employer's independent auditor. The Accounting Firm shall provide
         detailed supporting calculations both to Employer and the Employee
         within fifteen (15) business days of the receipt of notice from the
         Employee that there has been a Payment, or such earlier time as is
         requested by Employer. All fees and expenses of the Accounting Firm
         shall be borne solely by Employer. Any Gross-Up Payment, as determined
         pursuant to this Section 5.8, shall be paid by Employer to the Employee
         within five (5) days of the receipt of the Accounting Firm's
         determination. If the Accounting Firm determines that no Excise Tax is
         payable by the Employee, it shall furnish the Employee with a written
         opinion that failure to report the Excise Tax on the Employee's
         applicable federal income tax return would not result in the imposition
         of a negligence or similar penalty. Any determination by the Accounting
         Firm shall be binding upon Employer and the Employee. As a result of
         the uncertainty in the application of Section 4999 of the Code at the
         time of the initial determination by the Accounting Firm hereunder, it
         is possible that Gross-Up Payments that may not have been made by
         Employer should have been made ("Underpayment") consistent with the
         calculations required to be made hereunder. In the event that Employer
         exhausts its remedies pursuant to Section 5.8 and the Employee
         thereafter is required to make a payment of any Excise Tax, the
         Accounting Firm shall determine the amount of the Underpayment that has
         occurred and any such Underpayment shall be promptly paid by Employer
         to or for the benefit of the Employee.

                  (b) Employee shall notify Employer in writing of any claim by
         the Internal Revenue Service that, if successful, would require the
         payment by Employer of the Gross-Up Payment. Such notification shall be
         given as soon as practicable but no later than twenty (20) business
         days after the Employee is informed in writing of such claim and shall
         apprise



                                       9


         Employer of the nature of such claim and the date on which such claim
         is requested to be paid. The Employee shall not pay such claim prior to
         the expiration of the thirty (30) day period following the date on
         which it gives such notice to Employer (or such shorter period ending
         on the date that any payment of taxes with respect to such claim is
         due). If Employer notifies the Employee in writing prior to the
         expiration of such period that it desires in good faith to contest such
         claim, the Employee shall:

                           (i) give Employer any information reasonably
                  requested by Employer relating to such claim;

                           (ii) take such action in connection with contesting
                  such claim as Employer shall reasonably request in writing
                  from time to time, including, without limitation, accepting
                  legal representation with respect to such claim by an attorney
                  reasonably selected by Employer;

                           (iii) cooperate with Employer in good faith in order
                  effectively to contest such claim; and

                           (iv) permit Employer to participate in any
                  proceedings relating to such claim;

         PROVIDED, HOWEVER, that Employer shall bear and pay directly all costs
         and expenses (including additional interest and penalties) incurred in
         connection with such contest and shall indemnify and hold the Employee
         harmless, on an after-tax basis, for any Excise Tax or income tax
         (including interest and penalties with respect thereto) imposed as a
         result of such contest and payment of costs and expenses. Without
         limitation on the foregoing provisions of this Section 5.8(b), Employer
         shall control all proceedings taken in connection with such contest
         and, after making a determination in good faith, at its sole option,
         may pursue or forego any and all administrative appeals, proceedings,
         hearings and conferences with the taxing authority in respect of such
         claim and may, at its sole option, either direct the Employee to pay
         the tax claimed and sue for a refund or contest the claim in any
         permissible manner, and the Employee agrees to prosecute such contest
         to a determination before any administrative tribunal, in a court of
         initial jurisdiction and in one or more appellate courts, as Employer
         shall reasonably determine; PROVIDED, HOWEVER, that if Employer directs
         the Employee to pay such claim and sue for a refund, Employer shall
         advance the amount of such payment to the Employee, on an interest-free
         basis and shall indemnify and hold the Employee harmless, on an
         after-tax basis, from any Excise Tax or income tax (including interest
         or penalties with respect thereto) imposed with respect to such advance
         or with respect to any imputed income with respect to such advance; and
         FURTHER PROVIDED that any extension of the statute of limitations
         relating to payment of taxes for the taxable year of the Employee with
         respect to which such contested amount is claimed to be due is limited
         solely to such contested amount. Furthermore, Employer's control of the
         contest shall be limited to issues with respect to which a Gross-Up
         Payment would be payable hereunder and the Employee shall be entitled
         to settle or contest, as the case may be, any other issue raised by the
         Internal Revenue Service or any other taxing authority.



                                       10


                  (c) If, after the receipt by the Employee of an amount
         advanced by Employer pursuant to Section 5.8(b), the Employee becomes
         entitled to receive any refund with respect to such claim, the Employee
         shall (subject to Employer's complying with the requirements of Section
         5.8(b)) promptly pay to Employer the amount of such refund (together
         with any interest paid or credited thereon after taxes applicable
         thereto). If, after the receipt by the Employee of an amount advanced
         by Employer pursuant to Section 5.8(b), a determination is made that
         the Employee shall not be entitled to any refund with respect to such
         claim and Employer does not notify the Employee in writing of its
         intent to contest such denial of refund prior to the expiration of
         thirty (30) days after such determination, then such advance shall be
         forgiven and shall not be required to be repaid and the amount of such
         advance shall offset, to the extent thereof, the amount of Gross-Up
         Payment required to be paid.

                  5.9. EXPENSE REIMBURSEMENT. Employee shall be entitled to
reimbursement for reasonable business expenses incurred prior to the termination
date, subject, however to the provisions of Section 3.1.

                  5.10. PERFORMANCE BONUS. In the situations described in
Sections 5.2, 5.3, 5.4, 5.5, 5.6, and 5.7, upon termination of this Agreement
Employee may be paid a bonus with respect to Employer's fiscal year in which the
termination date occurs, equal to the Performance Bonus that would have been
payable to Employee for the fiscal year if Employee's employment had not been
terminated, multiplied by the number of days in the fiscal year prior to and
including the date of termination and divided by three hundred sixty-five (365).
Any amount paid under this Section 5.10 shall be paid to Employee when Employer
pays performance bonuses to its eligible employees, which may be in the calendar
year following the termination date of this Agreement.

                  5.11. EMPLOYMENT TRANSITION AND SEVERANCE AGREEMENT. If
Employer so requests within five business days following a termination of this
Agreement pursuant to Section 4.2, 4.4, 4.5, or 4.7, Employee shall continue to
be employed by Employer on a part time basis for a period (the "Transition
Period") to be determined by Employer that shall not exceed ninety (90) days,
unless extended by mutual agreement. During the Transition Period, the Employee
shall perform (to the extent reasonably capable in the case of a termination
pursuant to Section 4.5 or Section 4.7) such services as may reasonably be
required for the transition to others of matters previously within Employee's
responsibilities. Unless otherwise mutually agreed, Employee will not be
required to serve more than five (5) days per month during the Transition
Period. For services during the Transition Period, Employee shall be compensated
at a daily rate equal to his Base Salary immediately preceding the termination
of this Agreement divided by 365. In addition, if Employee fully satisfies his
obligations during the Transition Period and fully complies with all provisions
of Section 8 of this Agreement, all stock options, restricted stock and other
incentive compensation awards granted to Employee by Employer prior to
termination of this Agreement shall continue to vest.

                  5.12. CONTINUATION OF BENEFIT PLANS. Employee shall be
entitled to continuation of health, medical, hospitalization and other similar
health insurance programs as if Employee were still an employee of Employer
during any Severance Period and, in all cases, as provided by any applicable
law. In addition, if (i) Employee has been an employee of Employer for at least
five (5)



                                       11


years, (ii) this Agreement is terminated (a) by Employer pursuant to Section 4.2
or 4.4, (b) pursuant to Section 4.3, or (c) by Employee pursuant to Sections
4.5, 4.6 (provided that such termination is after December 31, 2005), or 4.7,
and (iii) Employee does not breach Section 5.11 of this Agreement, then Employee
and Employee's dependents will be entitled to continue to participate in
Employer's group health and welfare benefit plans (as such plans are in effect
at such time) for a period of five (5) years following the termination date (or
the last day of the Transition Period if Employee's employment is continued
pursuant to Section 5.11 of this Agreement) at the same cost to Employee (or
Employee's family in the case of Employee's death) as such benefits are provided
to other similarly situated active employees of Employer.

                  5.13. VESTING OF INCENTIVE AWARDS UPON A CHANGE IN CONTROL OF
EMPLOYER. Notwithstanding any contrary provision in this Agreement or any Stock
Option or Incentive Compensation Plan then maintained by Employer, in the event
of a Change in Control of Employer, all unvested stock options, stock
appreciation rights, restricted stock and other incentive compensation awards
held by Employee shall automatically vest and, in the case of stock options,
become immediately exercisable.

                  5.14. PERIOD FOR EXERCISING STOCK OPTIONS AFTER TERMINATION.
Except as to incentive stock options granted in accordance with Section 422 of
the Internal Revenue Code, Employee shall be allowed a period of twelve (12)
months after termination of this Agreement for any reason during which to
exercise any vested options to purchase Employer's common stock or vested stock
appreciation rights and realize any other vested incentive compensation awards
that may be granted or made under Employer's 2004 Incentive Compensation Plan
and/or any other similar plan adopted by Employer that provides for the issuance
of stock options, restricted stock and other awards to its employees. In all
other respects, the terms of the 2004 Incentive Compensation Plan or such other
plan then in effect shall control the terms and conditions of any awards made
pursuant thereto.

         6. SUCCESSORS; BINDING AGREEMENT.

                  6.1. SUCCESSORS. Employer shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) acquiring a
majority of Employer's voting common stock or any other successor to all or
substantially all of the business and/or assets of Employer to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that Employer would be required to perform it if no such succession had taken
place and Employee hereby consents to any such assignment. In such event,
"Employer" shall mean Employer as previously defined and any successor to its
business and/or assets which executes and delivers the agreement provided for in
this Section 6 or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law. This Section shall not limit Employee's
ability to terminate this Agreement in the circumstances described in Section
4.7 in the event of a Change in Control of Employer.

                  6.2. BENEFIT. This Agreement and all rights of Employee under
this Agreement shall inure to the benefit of and be enforceable by Employee's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If Employee should die after the
termination date and amounts would have been payable to Employee under this




                                       12


Agreement if Employee had continued to live, including under Section 5 hereof,
then such amounts shall be paid to Employee's devisee, legatee, or other
designee or, if there is no such designee, Employee's estate.

         7. CONFLICTS WITH PRIOR EMPLOYMENT CONTRACT. Except as otherwise
provided in this Agreement, this Agreement constitutes the entire agreement
among the parties pertaining to the subject matter hereof, and supersedes and
revokes any and all prior or existing agreements, written or oral, relating to
the subject matter hereof, and this Agreement shall be solely determinative of
the subject matter hereof.

         8. RESTRICTIVE COVENANTS; CONFIDENTIAL INFORMATION; WORK PRODUCT;
INJUNCTIVE RELIEF.

                  8.1. NO MATERIAL COMPETITION. Employer and Employee
acknowledge and agree that a strong relationship and connection exists between
Employer and its current and prospective patients, referral sources, and
customers as well as the hospitals and healthcare facilities at which it
provides professional services. Employer and Employee further acknowledge and
agree that the restrictive covenants described in this Section are designed to
enforce, and are ancillary to or part of, the promises contained in this
Agreement and are reasonably necessary to protect the legitimate interests of
Employer in the following: (i) the use and disclosure of the Confidential
Information as described in Section 8.4; and (ii) the professional development
activities described in Section 1.2. The foregoing listing is by way of example
only and shall not be construed to be an exclusive or exhaustive list of such
interests. Employee acknowledges that the restrictive covenants set forth below
are of significant value to Employer and were a material inducement to Employer
in agreeing to the terms of this Agreement. Employee further acknowledges that
the goodwill and other proprietary interest of Employer will suffer irreparable
and continuing damage in the event Employee enters into competition with
Employer in violation of this Section.

                   Therefore, Employee agrees that, except with respect to
services performed under this Agreement on behalf of Employer, EMPLOYEE SHALL
NOT, at any time during the Restricted Period (as defined below) for any reason,
for Employee or on behalf of any other person, persons, firm, partnership,
corporation or employer, participate or engage in or own an interest in,
directly or indirectly, any individual proprietorship, partnership, corporation,
joint venture, trust or other form of business entity, whether as an individual
proprietor, partner, joint venturer, officer, director, member, employee,
consultant, independent contractor, stockholder, lender, landlord, finder,
agent, broker, trustee, or in any manner whatsoever, if such entity or its
affiliates is engaged in, directly or indirectly, "Employer's Business," as
defined on Exhibit A hereto. Employee acknowledges that, as of the date hereof,
Employee's responsibilities will include matters affecting the businesses of
Employer listed on Exhibit A.

                  For purposes of this Section 8, the "Restricted Period" shall
mean the Employment Period plus (i) twelve (12) months in the event this
Agreement is terminated pursuant to Sections 4.1(a), 4.1(b) or 4.1(d), (ii)
eighteen (18) months in the event this Agreement is terminated pursuant to
Section 4.1(c), (iii) thirty (30) months in the event this Agreement is
terminated pursuant to



                                       13


Section 4.4 or 4.7, or (iv) twenty-four (24) months in the event this Agreement
is terminated for any other reason.

                  8.2. NO HIRE. Employee further agrees that EMPLOYEE SHALL NOT,
at any time during the Restricted Period, for any reason, for Employee or on
behalf of any other person, persons, firm, partnership, corporation or employer,
employ, or knowingly permit any company or business directly or indirectly
controlled by Employee to employ or otherwise engage (a) any person who is a
then current employee or independent contractor of Employer or one of its
affiliates, or (b) any person who was an employee or independent contractor of
Employer or one of its affiliates in the prior six (6) month period, or in any
manner seek to induce such persons to leave his or her employment or engagement
with Employer or one of its affiliates (including without limitation for or on
behalf of a subsequent employer of Employee). Notwithstanding the foregoing, it
shall not be a violation of this Section for Employee to participate in any
capacity in a business venture after termination of this Agreement with a
current or former employee or independent contractor of Employer or its
affiliates if (i) Employee's participation in such business venture does not
violate Section 8.1, (ii) Employee and such individual were actively pursuing
such business venture for a period of at least six (6) months while both were
employed or otherwise engaged by Employer, and (iii) a period of at least one
(1) year has elapsed since the termination of Employee's employment.

                  8.3. NON-SOLICITATION. Employee further agrees that EMPLOYEE
SHALL NOT, at any time during the Restricted Period, for any reason, for
Employee or on behalf of any other person, persons, firm, partnership,
corporation or employer, solicit or accept business from or take any action that
would interfere with, diminish or impair the valuable relationships that
Employer or its affiliates have with (i) hospitals or other health care
facilities with which Employer or its affiliates have contracts to render
professional services or otherwise have established relationships, (ii)
patients, (iii) referral sources, (iv) vendors, (v) any other clients of
Employer or its affiliates, or (vi) prospective hospitals, patients, referral
sources, vendors or clients whose business Employee was aware that Employer or
any affiliate of Employer was in the process of soliciting at the time of
Employee's termination (including potential acquisition targets).

                  8.4. CONFIDENTIAL INFORMATION. At all times during the term of
this Agreement, Employer shall provide Employee with access to "Confidential
Information." As used in this Agreement, the term "Confidential Information"
means any and all confidential, proprietary or trade secret information, whether
disclosed, directly or indirectly, verbally, in writing or by any other means in
tangible or intangible form, including that which is conceived or developed by
Employee, applicable to or in any way related to: (i) patients with whom
Employer has a physician/patient relationship; (ii) the present or future
business of Employer; or (iii) the research and development of Employer. Without
limiting the generality of the foregoing, Confidential Information includes: (a)
the development and operation of Employer's medical practices, including
information relating to budgeting, staffing needs, marketing, research, hospital
relationships, equipment capabilities, and other information concerning such
facilities and operations and specifically including the procedures and business
plans developed by Employer for use at the hospitals where Employer conducts its
business; (b) contractual arrangements between the Employer and insurers or
managed care associations or other payors; (c) the databases of Employer; (d)
the clinical and research protocols of Employer, including coding guidelines;
(e) the referral sources of Employer; and (f) other




                                       14


confidential information of Employer that is not generally known to the public
that gives Employer the opportunity to obtain an advantage over competitors who
do not know or use it, including the names, addresses, telephone numbers or
special needs of any of its patients, its patient lists, its marketing methods
and related data, lists or other written records used in Employer's business,
compensation paid to employees and other terms of employment, accounting ledgers
and financial statements, contracts and licenses, business systems, business
plan and projections, and computer programs. The parties agree that, as between
them, this Confidential Information constitutes important, material, and
confidential trade secrets that affect the successful conduct of Employer's
business and its goodwill. Employer acknowledges that the Confidential
Information specifically enumerated above is special and unique information and
is not information that would be considered a part of the general knowledge and
skill Employee has or might otherwise obtain.

                  Notwithstanding the foregoing, Confidential Information shall
not include any information that (i) was known by Employee from a third party
source before disclosure by or on behalf of Employer, (ii) becomes available to
Employee from a source other than Employer that is not, to Employee's knowledge,
bound by a duty of confidentiality to Employer, (iii) becomes generally
available or known in the industry other than as a result of its disclosure by
Employee, or (iv) has been independently developed by Employee and may be
disclosed by Employee without breach of this Agreement, PROVIDED, in each case,
that the Employee shall bear the burden of demonstrating that the information
falls under one of the above-described exceptions.

                  Employee agrees that, except as required in the performance of
Employee's duties as an employee of Employer, Employee will not at any time,
whether during or subsequent to the term of Employee's employment with Employer,
in any fashion, form or manner, unless specifically consented to in writing by
Employer, either directly or indirectly, use or divulge, disclose, or
communicate to any person, firm or corporation, in any manner whatsoever, any
Confidential Information of any kind, nature, or description, subject to
applicable law. The parties agree that any breach by Employee of any term of
this Section is a material breach of this Agreement and shall constitute "cause"
for the termination of Employee's employment hereunder. In the event that
Employee is ordered to disclose any Confidential Information, whether in a legal
or a regulatory proceeding or otherwise, Employee shall provide Employer with
prompt written notice of such request or order so that Employer may seek to
prevent disclosure or, if that cannot be achieved, the entry of a protective
order or other appropriate protective device or procedure in order to assure, to
the extent practicable, compliance with the provisions of this Agreement. In the
case of any disclosure required by law, Employee shall disclose only that
portion of the Confidential Information that Employee is ordered to disclose in
a legally binding subpoena, demand or similar order issued pursuant to a legal
or regulatory proceeding.

                  All Confidential Information, and all equipment, notebooks,
documents, memoranda, reports, files, samples, books, correspondence, lists,
other written and graphic records, in any media (including electronic or video)
containing Confidential Information or relating to the business of Employer,
which Employee shall prepare, use, construct, observe, possess, or control shall
be and remain Employer's sole property (collectively "Employer Property"). Upon
termination or expiration of this Agreement, or earlier upon Employer's request,
Employee shall promptly deliver to Employer all Employer Property, retaining
none.



                                       15


                  8.5. OWNERSHIP OF WORK PRODUCT. Employee agrees and
acknowledges that all copyrights, patents, trade secrets, trademarks, service
marks, or other intellectual property or proprietary rights associated with any
ideas, concepts, techniques, inventions, processes, or works of authorship
developed or created by Employee during the course of performing work for
Employer and any other work product conceived, created, designed, developed or
contributed by Employee during the term of this Agreement that relates in any
way to Employer's Business (collectively, the "Work Product") shall belong
exclusively to Employer and shall, to the extent possible, be considered a work
made for hire within the meaning of Title 17 of the United States Code. To the
extent the Work Product may not be considered a work made for hire owned
exclusively by Employer, Employee hereby assigns to Employer all right, title,
and interest worldwide in and to such Work Product at the time of its creation,
without any requirement of further consideration. Upon request of Employer,
Employee shall take such further actions and execute such further documents as
Employer may deem necessary or desirable to further the purposes of this
Agreement, including without limitation separate assignments of all right,
title, and interest in and to all rights of copyright and all right, title, and
interest in and to any inventions or patents and any reissues or extensions
which may be granted therefore, and in and to any improvements, additions to, or
modifications thereto, which Employee may acquire by invention or otherwise, the
same to be held and enjoyed by Employer for its own use and benefit, and for the
use and benefit of Employer's successors and assigns, as fully and as entirely
as the same might be held by Employee had this assignment not been made.

                  8.6. CLEARANCE PROCEDURE FOR PROPRIETARY RIGHTS NOT CLAIMED BY
EMPLOYER. In the event that Employee wishes to create or develop, OTHER THAN on
Employer's time or using Employer's resources, anything that may be considered
Work Product but of which Employee believes Employee should be entitled to the
personal benefit, Employee agrees to follow the clearance procedure set forth in
this Section 8.6. Before beginning any such work, Employee agrees to give
Employer advance written notice and provide Employer with a sufficiently
detailed written description of the work under consideration for Employer to
make a determination regarding the work. Unless otherwise agreed in a writing
signed by Employer prior to receipt, Employer shall have no obligation of
confidentiality with respect to such request or description. Employer will
determine in its sole discretion, within thirty (30) days after Employee has
fully disclosed such plans to Employer, whether rights in such work will be
claimed by Employer. If Employer determines that it does not claim rights in
such work, Employer agrees to so notify Employee in writing and Employee may
retain ownership of the work to the extent that such work has been expressly
disclosed to Employer. If Employer fails to so notify Employee within such
thirty (30) day period, then Employer shall be deemed to have agreed that such
work is not considered Work Product for purposes of this Agreement. Employee
agrees to submit for further review any significant improvement, modification,
or adaptation that could reasonably be related to Employer's Business so that it
can be determined whether the improvement, modification, or adaptation relates
to the business or interests of Employer. Clearance under this procedure does
not relieve Employee of the restrictive covenants set forth in this Section 8.

                  8.7. NON-DISPARAGEMENT. Employer agrees that for a period of
ten (10) years after the termination of this Agreement, Employer shall not
disparage Employee or otherwise impugn



                                       16


Employee's name or reputation. Employee agrees that for a period of ten (10)
years after the termination of this Agreement, Employee shall not (i) disparage
Employer or any of Employer's affiliates (including any present, future or
former agent, attorney, employee, officer or director of Employer or any of
Employer's affiliates); (ii) impugn in any manner the name or reputation of
Employer or any of Employer's affiliates (including any present, future or
former agent, attorney, employee, officer or director of Employer or any of
Employer's affiliates); or (iii) speak or write anything disparaging or critical
of Employee's work conditions or the circumstances of the termination of
Employee's employment with Employer.

                  8.8. REVIEW BY EMPLOYEE. EMPLOYEE HAS CAREFULLY READ AND
CONSIDERED THE TERMS AND PROVISIONS OF THIS SECTION 8, AND HAVING DONE SO,
AGREES THAT THE RESTRICTIONS SET FORTH IN THIS SECTION 8 ARE FAIR AND REASONABLY
REQUIRED FOR THE PROTECTION OF THE INTERESTS OF EMPLOYER. Without limiting other
possible remedies available to Employer, Employee agrees that injunctive or
other equitable relief will be available to enforce the covenants set forth in
this Section, such relief to be without the necessity of posting a bond. In the
event that, notwithstanding the foregoing, any part of the covenants set forth
in this Section 8 shall be held to be invalid, overbroad, or unenforceable by an
arbitration panel or a court of competent jurisdiction, the parties hereto agree
that such invalid, overbroad, or unenforceable provision(s) may be modified or
severed from this Agreement without, in any manner, affecting the remaining
portions of this Section 8 (all of which shall remain in full force and effect).
In the event that any provision of this Section 8 related to time period or
areas of restriction shall be declared by an arbitration panel or a court of
competent jurisdiction to exceed the maximum time period, area or activities
such arbitration panel or court deems reasonable and enforceable, said time
period or areas of restriction shall be deemed modified to the minimum extent
necessary to make the geographic or temporal restrictions or activities
reasonable and enforceable.

                  8.9. SURVIVAL AND TERMINATION OF PAYMENTS AND BENEFITS. The
provisions of this Section 8 shall survive the termination of this Agreement and
Employee's employment with Employer. If Employee fails to comply fully with any
provision of this Section 8, Employee shall not be entitled to receive any
further payments or benefits of any kind under Section 5 of this Agreement
(other than Base Salary through date of termination and any amounts due under
Section 5.9 hereof) and Employer shall have the right to terminate without
advance notice any and all other future payments and benefits of every kind that
otherwise would be due Employee under Section 5 of this Agreement. The
provisions of this Section 8 are expressly intended to benefit and be
enforceable by other affiliated entities of Employer, who are express third
party beneficiaries hereof. Employee shall not assist others in engaging in any
of the activities described in the foregoing restrictive covenants.

         9. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or any alleged breach hereof shall be finally determined by
binding arbitration before a three member panel, consisting of one member
selected by each party hereto, with the third member selected by the first two
arbitrators. Each party hereto shall bear the costs of its own nominee, and
shall share equally the cost of the third arbitrator and the parties agree that
the costs of arbitration shall not be subject to reapportionment by the
arbitration panel. The arbitration proceedings shall be held in Sunrise,
Florida, unless otherwise mutually agreed by the parties, and shall be conducted
in accordance with the



                                       17


American Health Lawyer's Association Dispute Resolution Service, Rules of
Procedure for Arbitration. Judgment on the award rendered by the arbitration
panel may be entered and enforced by any court having jurisdiction thereof.
Notwithstanding anything herein to the contrary, if the Employer shall require
immediate injunctive relief, then the Employer shall be entitled to seek such
relief in any court having jurisdiction, and if the Employer elects to do so,
the Employee hereby consents to the jurisdiction of the state and federal courts
sitting in the State of Florida and to the applicable service of process.
Employee hereby waives and agrees not to assert, to the fullest extent permitted
by applicable law, any claim that (i) Employee is not subject to the
jurisdiction of such courts, (ii) Employee is immune from any legal process
issued by such courts and (iii) any litigation or other proceeding commenced in
such courts is brought in an inconvenient forum. Any such arbitration shall be
treated as confidential by all parties thereto, except as otherwise provided by
law or as otherwise necessary to enforce any judgment or order issued by the
arbitrators.

         10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to its conflict
of laws principles to the extent that such principles would require the
application of laws other than the laws of the State of Florida.

         11. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered by hand or when deposited in the United States mail by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

            If to Employer:                    If to Employee:

            Pediatrix Medical Group, Inc.      Mr. Karl B. Wagner
            1301 Concord Terrace               c/o Pediatrix Medical Group, Inc.
            Sunrise, FL 33323                  1301 Concord Terrace
            Attention: General Counsel         Sunrise, FL 33323

or to such other addresses as either party hereto may from time to time give
notice of to the other in the aforesaid manner.

         12. BENEFITS: BINDING EFFECT. This Agreement shall be for the benefit
of and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where applicable,
assigns. Notwithstanding the foregoing, Employee may not assign the rights or
benefits hereunder without the prior written consent of Employer.

         13. SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses or Sections contained in this Agreement shall not
affect the enforceability of the remaining portions of this Agreement or any
part thereof.

         14. WAIVERS. The waiver by either party hereto of a breach or violation
of any term or provision of this Agreement shall not operate nor be construed as
a waiver of any subsequent breach or violation.



                                       18


         15. DAMAGES. Nothing contained herein shall be construed to prevent
Employer or Employee from seeking and recovering from the other damages
sustained by either or both of them as a result of a breach of any term or
provision of this Agreement. In the event of any controversy or claim arising
out of or relating to this Agreement, each party will bear its own costs for
court and attorneys' fees.

         16. NO THIRD PARTY BENEFICIARY. Except as provided in Section 8.9,
nothing expressed or implied in this Agreement is intended, or shall be
construed, to confer upon or give any person (other than the parties hereto and,
in the case of Employee, Employee's heirs, personal representative(s) and/or
legal representative) any rights or remedies under or by reason of this
Agreement. No agreements or representations, oral or otherwise, express or
implied, have been made by either party with respect to the subject matter of
this Agreement which agreements or representations are not set forth expressly
in this Agreement, and this Agreement supersedes any other agreement between
Employer and Employee.

         17. HEADINGS. The section headings in this Agreement are solely for
convenience of reference and form no part of this Agreement.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

EMPLOYER:                                   EMPLOYEE:

PEDIATRIX MEDICAL GROUP, INC.



By: /s/ Roger J. Medel, M.D.                /s/ Karl B. Wagner
    ----------------------------------      ------------------------------------
    Roger J. Medel, M.D.                    Karl B. Wagner
    Chief Executive Officer





                                       19


                                    EXHIBIT A

                              BUSINESS OF EMPLOYER

         As of the date hereof, Employer, directly or through its affiliates,
provides professional medical services and all aspects of practice management
services in medical practice areas that include, but are not limited to, the
following (collectively referred to herein as "Employer's Business"):

                  (1) Neonatology, including hospital well baby care;

                  (2) Maternal-Fetal Medicine, including general obstetrics
         services;

                  (3) Pediatric Cardiology;

                  (4) Pediatric Intensive Care, including Pediatric Hospitalist
         Care; and

                  (5) Newborn metabolic and hearing screening services.

         References to Employer's Business in this Agreement shall include such
other medical service lines, practice management services and other businesses
entered into by Employer after the date hereof but during the term of this
Agreement; PROVIDED, that to be considered a part of Employer's Business,
Employer must have engaged in such other service line, practice management
service or other business at least six (6) months prior to the termination date
of this Agreement. For purposes of this Exhibit A, businesses of Employer shall
include the businesses conducted by Employer's subsidiaries, entities under
common control and affiliates as defined under Rule 144 of the Securities Act of
1933, as amended. Such affiliates shall include the professional corporations
and associations whose operating results are consolidated with Employer for
financial reporting purposes.

         Notwithstanding the foregoing, Employer acknowledges and agrees to the
following exceptions and clarifications regarding the scope of Employer's
Business.

         A. PRACTICE MANAGEMENT SERVICES. Employer acknowledges that, as of the
date hereof, Employer's Business relates to the delivery of both professional
and practice management services in the forgoing practice areas. Therefore, as
of the date hereof, Employer acknowledges that it would not be a violation of
Section 8.1 of the Agreement for Employee to provide services to a practice
management company (such as a billing company or management services
organization (MSO)) if such practice management company is not owned by,
affiliated with (as defined under Rule 144 of the Securities Act of 1933, as
amended) or under common control with a health care provider that provides
services in the medical services areas included in Employer's Business. Subject
to paragraph C below, the provisions of this paragraph shall not apply to the
extent that, after the date hereof, Employer enters into a business that
involves the delivery of practice management services to unrelated third
parties.

         B. HOSPITAL SERVICES. Employer and Employee acknowledge that, as of the
date hereof, Employer does not currently operate hospitals, hospital systems or
universities. Nevertheless, the businesses of hospitals, hospital systems and
universities would be the same as Employer's Business where such hospitals,
hospital systems or universities provide some or all of the medical services




                                       20

included in Employer's Business. Therefore, the parties desire to clarify their
intent with respect to the limitations on Employee's ability to work for a
hospital, hospital system or university after termination of this Agreement.
Section 8.1 shall not be deemed to restrict Employee's ability to work for a
hospital, hospital system or university if the hospital, hospital system or
university does not provide any of the medical services included in Employer's
Business. Furthermore, even if a hospital, hospital system or university
provides medical services that are included in Employer's Business, Employee may
work for such hospital, hospital system or university if Employee has no direct
supervisory responsibility for or involvement in the hospital's, hospital
system's or university's medical services that are Employer's Business. Finally,
Employer agrees that Employee may hold direct supervisory responsibility for or
be involved in the medical services of a hospital, hospital system or university
that are included in Employer's Business so long as such hospital, hospital
system or university is located at least ten (10) miles from a medical practice
owned or operated by Employer or its affiliate. Subject to paragraph C below,
the provisions of this paragraph shall not apply to the extent that, after the
date hereof, Employer enters into the business of operating a hospital or health
system.

         C. DEMINIMUS EXCEPTION. Employer agrees that a medical service line
(other than those listed in items 1 through 5 above), practice management
service or other business entered into by Employer shall not be considered to be
a part of Employer's Business if such medical service line, practice management
service or other business constitutes less than Fifteen Million Dollars
($15,000,000) of Employer's annual revenues.

         D. CERTAIN OWNERSHIP INTERESTS. It shall not be deemed to be a
violation of Section 8.1 for Employee to: (i) own, directly or indirectly, one
percent (1%) or less of a publicly-traded entity; or (ii) own, directly or
indirectly, less than five percent (5%) of a privately-held business or company,
if Employee is at all times a passive investor with no board representation,
management authority or other special rights to control operations of such
business.




                                       21

                                                                    Exhibit 10.4

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
by and between PEDIATRIX MEDICAL GROUP, INC., a Florida corporation,
("Employer") and THOMAS W. HAWKINS ("Employee") effective as of the 11th day of
November, 2004.

                                    RECITALS

         WHEREAS, Employer is presently engaged in "Employer's Business" as
defined on Exhibit A hereto; and

         WHEREAS, Employee has experience providing management services in
Employer's Business or in fields relating to Employer's Business; and

         WHEREAS, Employer desires to employ Employee as an executive officer of
Employer and benefit from Employee's contributions to Employer; and

         WHEREAS, in order to induce Employer to enter into this Agreement on
the terms and conditions set forth herein, and disclose its trade secrets and
confidential information in connection with Employee's employment by Employer
and provide incentive compensation from time to time, Employee hereby agrees to
be bound by the terms of this Agreement, including the arbitration,
non-competition and related restrictive covenants set forth herein.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties agree as follows:

         1. EMPLOYMENT.

                  1.1. EMPLOYMENT AND TERM. Employer hereby agrees to employ
Employee and Employee hereby agrees to serve Employer on the terms and
conditions set forth herein for an "Initial Term" commencing January 1, 2004
(the "Effective Date") and continuing for a period of one (1) year, unless
sooner terminated in accordance with the provisions of Section 4. Thereafter,
the employment of Employee hereunder shall automatically renew for successive
one (1) year periods until terminated in accordance with the provisions of
Section 4 of this Agreement. In this Agreement, the term "Employment Period"
shall refer to the period of time that this Agreement is in effect and ending on
the termination date as determined in accordance with the provisions of Section
4 of this Agreement.

                  1.2. DUTIES OF EMPLOYEE. During the Employment Period,
Employee shall serve as Senior Vice President, General Counsel and Secretary of
Employer and perform such duties as are customary to the position Employee holds
or as may be reasonably assigned to Employee from time to time by the Chief
Executive Officer or President ("Employee's Supervisor"); PROVIDED, that such
duties as assigned shall be customary to Employee's role as an executive officer
of Employer. Employee's employment shall be full-time and as such Employee
agrees to devote substantially all of






Employee's attention and professional time to the business and affairs of
Employer. During the Employment Period, Employer shall promote the proficiency
of Employee by, among other things, providing Employee with Confidential
Information, specialized professional development programs, and information
regarding the organization, administration and operation of Employer. During the
Employment Period, Employee agrees that Employee will not, without the prior
written consent of Employer (which consent shall not be unreasonably withheld),
serve as a director on a corporate board of directors or in any other similar
capacity for any institution other than Employer. During the Employment Period,
it shall not be a violation of this Agreement to (i) serve on civic or
charitable boards or committees, or (ii) deliver lectures, fulfill speaking
engagements or teach at educational institutions, so long as such activities
have been approved by Employer's Chief Executive Officer and do not interfere
with the performance of Employee's responsibilities as an employee of Employer
in accordance with this Agreement, including the restrictions of Section 8
hereof.

                  1.3. PLACE OF PERFORMANCE. Employee shall be based at
Employer's offices located in Sunrise, Florida, except for required travel
relating to Employer's Business.

         2. BASE SALARY AND PERFORMANCE BONUS.

                  2.1. BASE SALARY. Employee shall be paid an annual base salary
of Three Hundred Fifty Thousand Dollars ($350,000.00) (the "Base Salary"),
payable in installments consistent with Employer's customary payroll schedule
and subject to applicable withholding for taxes and Employee directed
withholdings. The Compensation Committee of the Board of Directors of Employer
(the "Compensation Committee") shall review the amount of Employee's Base Salary
on an annual basis no later than ninety (90) days after the beginning of the
Employer's fiscal year. Any change to Employee's Base Salary that is approved by
the Compensation Committee shall become the Base Salary for purposes of this
Agreement.

                  2.2. PERFORMANCE BONUS. Employee shall be eligible for an
annual bonus (the "Performance Bonus") in accordance with incentive programs
approved from time to time by the Compensation Committee, which programs shall
contemplate a target bonus payment of at least One Hundred Percent (100%) of
Employee's Base Salary upon the fulfillment of reasonable performance objectives
set by the Compensation Committee. If earned, the Performance Bonus shall be
paid to Employee no later than ninety (90) days after the end of Employer's
fiscal year.

         3. BENEFITS.

                  3.1. EXPENSE REIMBURSEMENT. Employer shall promptly reimburse
Employee for all out-of-pocket expenses reasonably incurred by Employee on
behalf of or in connection with Employer's Business pursuant to the
reimbursement standards and guidelines of Employer in effect from time to time.
Employee shall account for such expenses and submit reasonable supporting
documentation to Employer in accordance with Employer's policies in effect from
time to time.

                  3.2. EMPLOYEE BENEFITS. During the Employment Period, Employee
shall be entitled to participate in such health, welfare, disability, stock
purchase, retirement savings and other



                                       2


fringe benefit plans and programs as may be established and maintained by
Employer from time to time to the extent that such plans and programs are
applicable to other similarly situated employees of Employer and subject to the
provisions of such plans and programs.

                  3.3. LEAVE TIME. During the Employment Period, Employer shall
allow Employee paid leave time each year for vacation, illness, injury or other
similar purposes in accordance with Employer's policies in effect from time to
time, but in no event less than four (4) weeks per calendar year (prorated for
periods of less than a calendar year). Any leave time not used during each
calendar year may be carried over into the next year to the extent permitted by
Employer's policies in effect from time to time.

                  3.4. INCENTIVE COMPENSATION PLAN. Employee shall be eligible
to participate in Employer's 2004 Incentive Compensation Plan or any other
similar plan adopted by Employer that provides for the issuance of stock
options, restricted stock and other awards to its employees. Employee's stock
based award each year shall be determined by the Compensation Committee based on
Employee's performance and the Company's performance during the immediately
preceding year and shall be consistent with the Compensation Committee's
determination of Employee's stock based award in prior years. The terms of any
award to Employee and Employee's rights and interest in any such award shall be
controlled by this Agreement, and the 2004 Incentive Compensation Plan or such
other plan then in effect. Employee acknowledges that this Section 3 is
sufficient consideration for Employee to enter into this agreement, including
the restrictive covenants set forth in Section 8 below.

         4. TERMINATION.

                  4.1. TERMINATION FOR CAUSE. Employer may terminate this
Agreement for Cause. As used in this Agreement, the term "Cause" shall mean:

                  (a) Any act or omission of Employee, which is materially
         contrary to the business interests, reputation or goodwill of Employer;

                  (b) A material breach by Employee of Employee's obligations
         under this Agreement, which breach is not promptly remedied upon
         written notice from Employer;

                  (c) Employee's failure or refusal to perform Employee's duties
         in any material respect as reasonably assigned pursuant to this
         Agreement, other than a failure or refusal which is remedied by
         Employee promptly after receipt of written notice thereof by Employer;
         or

                  (d) Employee's failure or refusal to comply with a reasonable
         policy, standard or regulation of Employer in any material respect,
         including but not limited to Employer's sexual harassment, other
         unlawful harassment, workplace discrimination or substance abuse
         policies.



                                       3


The termination date for a termination of this Agreement pursuant to this
Section 4.1 shall be the date specified by Employer in a written notice to
Employee of finding of Cause, which may not be retroactive. Upon any termination
of this Agreement pursuant to this Section 4.1, Employee shall be entitled to
compensation in accordance with, and subject to, the provisions of Section 5.1
hereof.

                  4.2. DISABILITY. Employer may terminate this Agreement upon
the Disability (as defined below) of Employee. Subject to the requirements of
applicable law, Employee shall be deemed to have a "Disability" for purposes of
this Agreement in the event of (i) Employee's inability to perform Employee's
duties hereunder, with or without a reasonable accommodation, as a result of
physical or mental illness or injury, and (ii) a determination by an independent
qualified physician selected by Employer and acceptable to Employee (which
acceptance shall not be unreasonably withheld) that Employee is currently unable
to perform such duties and in all reasonable likelihood such inability will
continue for a period in excess of an additional ninety (90) or more days in any
one hundred twenty (120) day period. The termination date for a termination of
this Agreement pursuant to this Section 4.2 shall be the date specified by
Employer in a notice to Employee, which date shall not be retroactive. Upon any
termination of this Agreement pursuant to this Section 4.2, Employee shall be
entitled to compensation and/or benefits in accordance with, and subject to, the
provisions of Section 5.2 hereof.

                  4.3. DEATH. This Agreement shall terminate automatically upon
the death of Employee, without any requirement of notice by Employer to
Employee's estate. The date of Employee's death shall be the termination date of
this Agreement pursuant to this Section 4.3. Upon any termination of this
Agreement pursuant to this Section 4.3, Employee shall be entitled to the
compensation specified in Section 5.3 hereof.

                  4.4. TERMINATION BY EMPLOYER WITHOUT CAUSE. Employer may
terminate Employee's employment without cause by giving Employee written notice
of such termination. The termination date shall be the date specified by
Employer in such notice, which shall not be less than ninety (90) days from the
date of written notice to Employee. Upon any termination of this Agreement
pursuant to this Section 4.4, Employee shall be entitled to compensation and/or
benefits in accordance with, and subject to, the provisions of Section 5.4
hereof.

                  4.5. TERMINATION BY EMPLOYEE DUE TO POOR HEALTH. Employee may
terminate Employee's employment under this Agreement upon written notice to
Employer if Employee's health should become impaired to any extent that makes
the continued performance of Employee's duties under this Agreement hazardous to
Employee's physical or mental health or Employee's life (regardless of whether
such condition would be deemed a Disability under any other Section of this
Agreement), PROVIDED that Employee shall have furnished Employer with a written
statement from a qualified doctor to that effect, and PROVIDED FURTHER that, at
Employer's written request and expense, Employee shall submit to a medical
examination by an independent qualified physician selected by Employer and
acceptable to Employee (which acceptance shall not be unreasonably withheld),
which doctor shall substantially concur with the conclusions of Employee's
doctor. The termination date shall be ninety (90) days from Employer's receipt
of such notice. Upon any termination of this Agreement pursuant to this Section
4.5, Employee shall be entitled to compensation and/or benefits in accordance
with, and subject to, the provisions of Section 5.5 hereof.



                                       4


                  4.6. TERMINATION BY EMPLOYEE. Employee may terminate
Employee's employment under this Agreement for any reason whatsoever upon not
less than ninety (90) days prior written notice to Employer. Upon receipt of
such notice from Employee, Employer may, at its option, require Employee to
terminate employment at any time in advance of the expiration of such ninety
(90) day period. The termination date under this Section 4.6 shall be the date
specified by Employer, but in no event more than ninety (90) days after
Employer's receipt of notice from Employee as contemplated by this Section 4.6.
Upon any termination of this Agreement pursuant to this Section 4.6, Employee
shall be entitled to compensation and/or benefits in accordance with, and
subject to, the provisions of Section 5.6 hereof.

                  4.7. TERMINATION BY EMPLOYEE FOR GOOD REASON. Employee may
terminate Employee's employment hereunder for Good Reason. For purposes of this
Section, "Good Reason" shall mean:

                  (a) the assignment to Employee of any duties inconsistent in
         any material respect with the Employee's position (including status,
         offices, titles and reporting requirements), authority, duties or
         responsibilities as assigned by Employee's Supervisor, or any other
         action by Employer that results in a material diminution in such
         position, authority, duties or responsibilities, excluding for this
         purpose an isolated, insubstantial and inadvertent action not taken in
         bad faith and which is remedied by Employer promptly after receipt of
         written notice from Employee;

                  (b) any material failure by Employer to comply with its
         obligations to Employee as agreed upon (including under Sections 2.2
         and 3.4 hereof), other than an isolated, insubstantial and inadvertent
         failure not occurring in bad faith and which is remedied by Employer
         promptly after receipt of written notice from Employee;

                  (c) the requirement by Employer that Employee be based at any
         office or location outside of twenty-five (25) miles from the location
         of Employee's service as of the date hereof, except for travel
         reasonably required in the performance of the Employee's duties;

                  (d) a decrease in Employee's Base Salary or failure to award
         incentive compensation as contemplated by Section 3.4;

                  (e) the failure of Employer to set a Performance Bonus target
         in accordance with Section 2.2 or pay a Performance Bonus otherwise due
         to Employee;

                  (f) the termination by Employer of the employment of two (2)
         Key Executives within a one (1) year period or three (3) Key Executives
         within a two (2) year period. For purposes of this subsection , "Key
         Executives" shall refer to the individuals serving as Chief Executive
         Officer, President, Chief Financial Officer and General Counsel as of
         the date first written above; or



                                       5


                  (g) a Change in Control of Employer. For purposes of this
         subsection, "Change in Control of Employer" shall mean (i) the
         acquisition by a person or an entity or a group of persons and
         entities, directly or indirectly, of more than fifty (50%) percent of
         Employer's common stock in a single transaction or a series of
         transactions (hereinafter referred to as a "50% Change in Control");
         (ii) a merger or other form of corporate reorganization resulting in an
         actual or DE FACTO 50% Change in Control; or (iii) the failure of
         Applicable Directors (defined below) to constitute a majority of
         Employer's Board of Directors (the "Board") during any two (2)
         consecutive year period after the date of this Agreement (the "Two-Year
         Period"). "Applicable Directors" shall mean those individuals who are
         members of the Board at the inception of the Two-Year Period and any
         new director whose election to the Board or nomination for election to
         the Board was approved (prior to any vote thereon by the shareholders)
         by a vote of at least two-thirds (2/3) of the directors then still in
         office who either were directors at the beginning of the Two-Year
         Period at issue or whose election or nomination for election during
         such Two-Year Period was previously approved as provided in this
         sentence.

If Employee desires to terminate this Agreement pursuant to this Section,
Employee must, within ninety (90) days after the occurrence of events giving
rise to the Good Reason, provide Employer with a written notice describing the
Good Reason in reasonable detail. Such notice shall include the proposed
termination date of this Agreement, which must be ninety (90) days from the date
of the notice. Upon receipt of such notice from Employee, Employer may, at its
option, require Employee to terminate employment at any time in advance of the
expiration of such ninety (90) day period. The termination date under this
Section 4.7 shall be the date specified by Employer, but in no event more than
ninety (90) days after Employer's receipt of notice from Employee as
contemplated by this Section 4.7. If (i) Employee terminates this Agreement
pursuant to this Section 4.7, or (ii) Employer terminates this Agreement for any
reason within twenty-four (24) months after a Change in Control of Employer,
then Employee shall be entitled to compensation and/or benefits in accordance
with, and subject to, the provisions of Section 5.7 hereof, but shall not be
entitled to compensation under any other subsection of Section 5 hereof.

         5. COMPENSATION AND BENEFITS UPON TERMINATION.

                  5.1. CAUSE. If Employee's employment is terminated for Cause,
Employer shall pay Employee's Base Salary through the termination date specified
in Section 4.1 at the rate in effect at the termination date. In addition, if
Employee's employment is terminated pursuant to Section 4.1(c), Employer shall
continue Base Salary payments to Employee for a period of twelve (12) months
after the termination date. Upon payment of such amounts, plus any amounts as
may be due under Section 5.9 below, Employer shall have no further obligation to
Employee under this Agreement.

                  5.2. DISABILITY. In the event of Employee's Disability,
Employee shall continue to receive Employee's Base Salary for the first ninety
(90) days of Disability. Thereafter, payments, if any, shall be administered
pursuant to Employer's sponsored long-term disability policy. If Employee's
employment is terminated pursuant to Section 4.2 in connection with Employee's
Disability, Employee shall receive any amounts payable under Section 5.9 hereof;
and, Employee



                                       6


shall also receive fifty percent (50%) of Employee's annual Base Salary at the
rate in effect at the termination date, payable in six (6) equal monthly
installments after the termination date, plus a bonus calculated in accordance
with Section 5.10 hereof. The six (6) month period after the termination date
during which Employee may continue to receive Base Salary payments pursuant to
this Section 5.2 shall be referred to as the "Severance Period" for purposes of
this Agreement.

                  5.3. DEATH. Upon Employee's death during the Employment
Period, Employer shall pay to the person or entity designated by Employee in a
notice filed with Employer or, if no person is designated, to Employee's estate
any unpaid amounts of Base Salary to the date of Employee's death, plus any
amounts as may be due under Sections 5.9 and 5.10 below. Any payments Employee's
spouse, beneficiaries or estate may be entitled to receive pursuant to any
pension plan, employee welfare benefit plan, life insurance policy, or similar
plan or policy then maintained by Employer shall be determined and paid in
accordance with the written instruments governing the respective plans and
policies. In the event of Employee's death during the Employment Period,
Employer shall notify Employee's designee or estate of the stock awards held by
Employee and the procedures pursuant to which all vested stock options may be
exercised and other stock awards may be realized under the terms applicable to
such awards.

                  5.4. TERMINATION BY EMPLOYER WITHOUT CAUSE. If Employer
terminates Employee's employment in accordance with Section 4.4, then (i)
Employer shall pay Employee's Base Salary through the termination date specified
in Section 4.4 at the rate in effect at such termination date, plus any amount
due under Section 5.9 hereof; and (ii) Employer shall (a) continue to pay
Employee's monthly Base Salary for a period of twenty-four (24) months after the
termination date, and (b) on the first (1st) and second (2nd) anniversaries of
the termination date, pay Employee an amount equal to the lesser of Employee's
Average Annual Performance Bonus (as defined below) or Employee's bonus for the
year immediately preceding Employee's termination, and (c) pay Employee a bonus
calculated in accordance with Section 5.10 hereof. The twenty-four (24) month
period after the termination date during which Employee may continue to receive
Base Salary payments pursuant to this Section 5.4 shall be referred to as the
"Severance Period" for purposes of this Agreement. For purposes of this
Agreement, "Average Annual Performance Bonus" shall be equal to the Employee's
then applicable Base Salary multiplied by a percentage obtained by averaging the
quotients of the Performance Bonus paid to Employee for the three (3) full
calendar years prior to the termination date divided by the Employee's Base
Salary in effect for the calendar year for which the Performance Bonus relates
PROVIDED, that if Employee has been employed by Employer for less than three (3)
full calendar years, then the computation to determine the average contemplated
by the previous sentence shall be based on the number of full calendar years
during Employee's employment.

                  5.5. TERMINATION BY EMPLOYEE DUE TO POOR HEALTH. If Employee
terminates this Agreement pursuant to Section 4.5 hereof, Employer shall pay to
Employee any unpaid amounts of Base Salary to the termination date specified in
Section 4.5, plus any disability payments otherwise payable by or pursuant to
plans provided by Employer, plus any amounts as may be due under Section 5.9
hereof. Employer shall also pay Employee a bonus calculated in accordance with
Section 5.10 hereof.



                                       7


                  5.6. TERMINATION BY EMPLOYEE. If this Agreement terminates
pursuant to Section 4.6 hereof, Employer shall pay to Employee any unpaid
amounts of Base Salary to the termination date specified in Section 4.6, plus
any amounts as may be due under Section 5.9 below. In the event that the
termination date specified by Employer is less than ninety (90) days after the
date of Employer's receipt of notice as contemplated by Section 4.6, then
Employer shall continue Employee's Base Salary for a period of days equal to
ninety (90) minus the number of days from Employee's notice to the termination
date.

                  In addition, if Employee gives Employer sufficient notice in
accordance with Section 4.6 and executes a general release of Employer that is
satisfactory to Employer, Employer shall pay Employee a bonus calculated in
accordance with Section 5.10 hereof.

                  5.7. TERMINATION BY EMPLOYEE FOR GOOD REASON. If this
Agreement is terminated in accordance with Section 4.7, then (i) Employer shall
pay Employee's Base Salary through the termination date specified in Section 4.7
at the rate in effect at such termination date, plus any amounts as may be due
under Section 5.9 hereof; and (ii) Employer shall (a) continue to pay Employee's
monthly Base Salary for a period of twenty-four (24) months after the
termination date; (b) on the first (1st) and second (2nd) anniversaries of the
termination date, pay Employee an amount equal to the lesser of Employee's
Average Annual Performance Bonus or Employee's bonus for the year immediately
preceding Employee's termination; PROVIDED, HOWEVER, that if this Agreement is
terminated in connection with a Change in Control of Employer, then Employer
shall make such Performance Bonus payments due to Employee under this Agreement
in a lump sum within ninety (90) days after termination of this Agreement; and
(c) pay Employee a bonus calculated in accordance with Section 5.10 hereof. The
twenty-four (24) month period after the termination date during which Employee
continues to receive Base Salary payments pursuant to this Section 5.7 shall be
referred to as the "Severance Period" for purposes of this Agreement.
Notwithstanding the foregoing, if this Agreement is terminated in connection
with a Change in Control of Employer, the payments to Employee under this
Section shall be subject to the provisions of Section 5.8 below.

                  5.8. PAYMENTS IN THE EVENT OF A CHANGE IN CONTROL OF EMPLOYER.
In the event it shall be determined that any payment, distribution or other
action by Employer to or for the benefit of the Employee (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise, including any additional payments required under Section 5.7) (a
"Payment") would be subject to an excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any interest or
penalties are incurred by the Employee with respect to any such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), Employer shall make a payment to
the Employee (a "Gross-Up Payment") in an amount such that after payment by the
Employee of all taxes (including any Excise Tax) imposed upon the Gross-Up
Payment, the Employee retains (or has had paid to the Internal Revenue Service
on his behalf) an amount of the Gross-Up Payment equal to the sum of (x) the
Excise Tax imposed upon the Payments and (y) the product of any deductions
disallowed because of the inclusion of the Gross-Up Payment in the Employee's
adjusted gross income and the highest applicable marginal rate of federal income
taxation for the calendar year in which the Gross-Up Payment is to be made. For
purposes of determining the amount of the Gross-Up Payment, the Employee shall
be deemed to (i) pay federal income taxes at the highest marginal




                                       8


rates of federal income taxation for the calendar year in which the Gross-Up
Payment is to be made, and (ii) pay applicable state and local income taxes at
the highest marginal rate of taxation for the calendar year in which the
Gross-Up Payment is to be made, net of the maximum reduction in federal income
taxes which could be obtained from deduction of such state and local taxes.

                  (a) Subject to the provisions of paragraph (b) of this
         Section, all determinations required to be made under this Section 5.8,
         including whether and when a Gross-Up Payment is required and the
         amount of such Gross-Up Payment and the assumptions to be utilized in
         arriving at such determination, shall be made by a "Big Four"
         accounting firm (the "Accounting Firm") selected by the Chief Executive
         Officer; PROVIDED, that if the Gross-Up Payment relates to the
         termination of the Chief Executive Officer's employment with Employer,
         then the Accounting Firm shall be selected by the Chief Financial
         Officer; and PROVIDED, FURTHER that the Accounting Firm shall not also
         be Employer's independent auditor. The Accounting Firm shall provide
         detailed supporting calculations both to Employer and the Employee
         within fifteen (15) business days of the receipt of notice from the
         Employee that there has been a Payment, or such earlier time as is
         requested by Employer. All fees and expenses of the Accounting Firm
         shall be borne solely by Employer. Any Gross-Up Payment, as determined
         pursuant to this Section 5.8, shall be paid by Employer to the Employee
         within five (5) days of the receipt of the Accounting Firm's
         determination. If the Accounting Firm determines that no Excise Tax is
         payable by the Employee, it shall furnish the Employee with a written
         opinion that failure to report the Excise Tax on the Employee's
         applicable federal income tax return would not result in the imposition
         of a negligence or similar penalty. Any determination by the Accounting
         Firm shall be binding upon Employer and the Employee. As a result of
         the uncertainty in the application of Section 4999 of the Code at the
         time of the initial determination by the Accounting Firm hereunder, it
         is possible that Gross-Up Payments that may not have been made by
         Employer should have been made ("Underpayment") consistent with the
         calculations required to be made hereunder. In the event that Employer
         exhausts its remedies pursuant to Section 5.8 and the Employee
         thereafter is required to make a payment of any Excise Tax, the
         Accounting Firm shall determine the amount of the Underpayment that has
         occurred and any such Underpayment shall be promptly paid by Employer
         to or for the benefit of the Employee.

                  (b) Employee shall notify Employer in writing of any claim by
         the Internal Revenue Service that, if successful, would require the
         payment by Employer of the Gross-Up Payment. Such notification shall be
         given as soon as practicable but no later than twenty (20) business
         days after the Employee is informed in writing of such claim and shall
         apprise Employer of the nature of such claim and the date on which such
         claim is requested to be paid. The Employee shall not pay such claim
         prior to the expiration of the thirty (30) day period following the
         date on which it gives such notice to Employer (or such shorter period
         ending on the date that any payment of taxes with respect to such claim
         is due). If Employer notifies the Employee in writing prior to the
         expiration of such period that it desires in good faith to contest such
         claim, the Employee shall:

                           (i) give Employer any information reasonably
                  requested by Employer relating to such claim;



                                       9


                           (ii) take such action in connection with contesting
                  such claim as Employer shall reasonably request in writing
                  from time to time, including, without limitation, accepting
                  legal representation with respect to such claim by an attorney
                  reasonably selected by Employer;

                           (iii) cooperate with Employer in good faith in order
                  effectively to contest such claim; and

                           (iv) permit Employer to participate in any
                  proceedings relating to such claim;

         PROVIDED, HOWEVER, that Employer shall bear and pay directly all costs
         and expenses (including additional interest and penalties) incurred in
         connection with such contest and shall indemnify and hold the Employee
         harmless, on an after-tax basis, for any Excise Tax or income tax
         (including interest and penalties with respect thereto) imposed as a
         result of such contest and payment of costs and expenses. Without
         limitation on the foregoing provisions of this Section 5.8(b), Employer
         shall control all proceedings taken in connection with such contest
         and, after making a determination in good faith, at its sole option,
         may pursue or forego any and all administrative appeals, proceedings,
         hearings and conferences with the taxing authority in respect of such
         claim and may, at its sole option, either direct the Employee to pay
         the tax claimed and sue for a refund or contest the claim in any
         permissible manner, and the Employee agrees to prosecute such contest
         to a determination before any administrative tribunal, in a court of
         initial jurisdiction and in one or more appellate courts, as Employer
         shall reasonably determine; PROVIDED, HOWEVER, that if Employer directs
         the Employee to pay such claim and sue for a refund, Employer shall
         advance the amount of such payment to the Employee, on an interest-free
         basis and shall indemnify and hold the Employee harmless, on an
         after-tax basis, from any Excise Tax or income tax (including interest
         or penalties with respect thereto) imposed with respect to such advance
         or with respect to any imputed income with respect to such advance; and
         FURTHER PROVIDED that any extension of the statute of limitations
         relating to payment of taxes for the taxable year of the Employee with
         respect to which such contested amount is claimed to be due is limited
         solely to such contested amount. Furthermore, Employer's control of the
         contest shall be limited to issues with respect to which a Gross-Up
         Payment would be payable hereunder and the Employee shall be entitled
         to settle or contest, as the case may be, any other issue raised by the
         Internal Revenue Service or any other taxing authority.

                  (c) If, after the receipt by the Employee of an amount
         advanced by Employer pursuant to Section 5.8(b), the Employee becomes
         entitled to receive any refund with respect to such claim, the Employee
         shall (subject to Employer's complying with the requirements of Section
         5.8(b)) promptly pay to Employer the amount of such refund (together
         with any interest paid or credited thereon after taxes applicable
         thereto). If, after the receipt by the Employee of an amount advanced
         by Employer pursuant to Section 5.8(b), a determination is made that
         the Employee shall not be entitled to any refund with respect to such
         claim and Employer does not notify the Employee in writing of its
         intent to contest such denial of refund prior to the expiration of
         thirty (30) days after such determination, then such advance shall be
         forgiven and shall not be required to be repaid and the amount of such
         advance shall offset, to the extent thereof, the amount of Gross-Up
         Payment required to be paid.



                                       10


                  5.9. EXPENSE REIMBURSEMENT. Employee shall be entitled to
reimbursement for reasonable business expenses incurred prior to the termination
date, subject, however to the provisions of Section 3.1.

                  5.10. PERFORMANCE BONUS. In the situations described in
Sections 5.2, 5.3, 5.4, 5.5, 5.6, and 5.7, upon termination of this Agreement
Employee may be paid a bonus with respect to Employer's fiscal year in which the
termination date occurs, equal to the Performance Bonus that would have been
payable to Employee for the fiscal year if Employee's employment had not been
terminated, multiplied by the number of days in the fiscal year prior to and
including the date of termination and divided by three hundred sixty-five (365).
Any amount paid under this Section 5.10 shall be paid to Employee when Employer
pays performance bonuses to its eligible employees, which may be in the calendar
year following the termination date of this Agreement.

                  5.11. EMPLOYMENT TRANSITION AND SEVERANCE AGREEMENT. If
Employer so requests within five business days following a termination of this
Agreement pursuant to Section 4.2, 4.4, 4.5, or 4.7, Employee shall continue to
be employed by Employer on a part time basis for a period (the "Transition
Period") to be determined by Employer that shall not exceed ninety (90) days,
unless extended by mutual agreement. During the Transition Period, the Employee
shall perform (to the extent reasonably capable in the case of a termination
pursuant to Section 4.5 or Section 4.7) such services as may reasonably be
required for the transition to others of matters previously within Employee's
responsibilities. Unless otherwise mutually agreed, Employee will not be
required to serve more than five (5) days per month during the Transition
Period. For services during the Transition Period, Employee shall be compensated
at a daily rate equal to his Base Salary immediately preceding the termination
of this Agreement divided by 365. In addition, if Employee fully satisfies his
obligations during the Transition Period and fully complies with all provisions
of Section 8 of this Agreement, all stock options, restricted stock and other
incentive compensation awards granted to Employee by Employer prior to
termination of this Agreement shall continue to vest.

                  5.12. CONTINUATION OF BENEFIT PLANS. Employee shall be
entitled to continuation of health, medical, hospitalization and other similar
health insurance programs as if Employee were still an employee of Employer
during any Severance Period and, in all cases, as provided by any applicable
law. In addition, if (i) Employee has been an employee of Employer for at least
five (5) years, (ii) this Agreement is terminated (a) by Employer pursuant to
Section 4.2 or 4.4, (b) pursuant to Section 4.3, or (c) by Employee pursuant to
Sections 4.5, 4.6 (provided that such termination is after December 31, 2005),
or 4.7, and (iii) Employee does not breach Section 5.11 of this Agreement, then
Employee and Employee's dependents will be entitled to continue to participate
in Employer's group health and welfare benefit plans (as such plans are in
effect at such time) for a period of five (5) years following the termination
date (or the last day of the Transition Period if Employee's employment is
continued pursuant to Section 5.11 of this Agreement) at the same cost to
Employee (or Employee's family in the case of Employee's death) as such benefits
are provided to other similarly situated active employees of Employer.



                                       11


                  5.13. VESTING OF INCENTIVE AWARDS UPON A CHANGE IN CONTROL OF
EMPLOYER. Notwithstanding any contrary provision in this Agreement or any Stock
Option or Incentive Compensation Plan then maintained by Employer, in the event
of a Change in Control of Employer, all unvested stock options, stock
appreciation rights, restricted stock and other incentive compensation awards
held by Employee shall automatically vest and, in the case of stock options,
become immediately exercisable.

                  5.14. PERIOD FOR EXERCISING STOCK OPTIONS AFTER TERMINATION.
Except as to incentive stock options granted in accordance with Section 422 of
the Internal Revenue Code, Employee shall be allowed a period of twelve (12)
months after termination of this Agreement for any reason during which to
exercise any vested options to purchase Employer's common stock or vested stock
appreciation rights and realize any other vested incentive compensation awards
that may be granted or made under Employer's 2004 Incentive Compensation Plan
and/or any other similar plan adopted by Employer that provides for the issuance
of stock options, restricted stock and other awards to its employees. In all
other respects, the terms of the 2004 Incentive Compensation Plan or such other
plan then in effect shall control the terms and conditions of any awards made
pursuant thereto.

         6. SUCCESSORS; BINDING AGREEMENT.

                  6.1. SUCCESSORS. Employer shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) acquiring a
majority of Employer's voting common stock or any other successor to all or
substantially all of the business and/or assets of Employer to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that Employer would be required to perform it if no such succession had taken
place and Employee hereby consents to any such assignment. In such event,
"Employer" shall mean Employer as previously defined and any successor to its
business and/or assets which executes and delivers the agreement provided for in
this Section 6 or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law. This Section shall not limit Employee's
ability to terminate this Agreement in the circumstances described in Section
4.7 in the event of a Change in Control of Employer.

                  6.2. BENEFIT. This Agreement and all rights of Employee under
this Agreement shall inure to the benefit of and be enforceable by Employee's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If Employee should die after the
termination date and amounts would have been payable to Employee under this
Agreement if Employee had continued to live, including under Section 5 hereof,
then such amounts shall be paid to Employee's devisee, legatee, or other
designee or, if there is no such designee, Employee's estate.

         7. CONFLICTS WITH PRIOR EMPLOYMENT CONTRACT. Except as otherwise
provided in this Agreement, this Agreement constitutes the entire agreement
among the parties pertaining to the subject matter hereof, and supersedes and
revokes any and all prior or existing agreements, written or oral, relating to
the subject matter hereof, and this Agreement shall be solely determinative of
the subject matter hereof.



                                       12


         8. RESTRICTIVE COVENANTS; CONFIDENTIAL INFORMATION; WORK PRODUCT;
INJUNCTIVE RELIEF.

                  8.1. NO MATERIAL COMPETITION. Employer and Employee
acknowledge and agree that a strong relationship and connection exists between
Employer and its current and prospective patients, referral sources, and
customers as well as the hospitals and healthcare facilities at which it
provides professional services. Employer and Employee further acknowledge and
agree that the restrictive covenants described in this Section are designed to
enforce, and are ancillary to or part of, the promises contained in this
Agreement and are reasonably necessary to protect the legitimate interests of
Employer in the following: (i) the use and disclosure of the Confidential
Information as described in Section 8.4; and (ii) the professional development
activities described in Section 1.2. The foregoing listing is by way of example
only and shall not be construed to be an exclusive or exhaustive list of such
interests. Employee acknowledges that the restrictive covenants set forth below
are of significant value to Employer and were a material inducement to Employer
in agreeing to the terms of this Agreement. Employee further acknowledges that
the goodwill and other proprietary interest of Employer will suffer irreparable
and continuing damage in the event Employee enters into competition with
Employer in violation of this Section.

                   Therefore, Employee agrees that, except with respect to
services performed under this Agreement on behalf of Employer, EMPLOYEE SHALL
NOT, at any time during the Restricted Period (as defined below) for any reason,
for Employee or on behalf of any other person, persons, firm, partnership,
corporation or employer, participate or engage in or own an interest in,
directly or indirectly, any individual proprietorship, partnership, corporation,
joint venture, trust or other form of business entity, whether as an individual
proprietor, partner, joint venturer, officer, director, member, employee,
consultant, independent contractor, stockholder, lender, landlord, finder,
agent, broker, trustee, or in any manner whatsoever, if such entity or its
affiliates is engaged in, directly or indirectly, "Employer's Business," as
defined on Exhibit A hereto. Employee acknowledges that, as of the date hereof,
Employee's responsibilities will include matters affecting the businesses of
Employer listed on Exhibit A.

                  For purposes of this Section 8, the "Restricted Period" shall
mean the Employment Period plus (i) twelve (12) months in the event this
Agreement is terminated pursuant to Sections 4.1(a), 4.1(b) or 4.1(d), (ii)
eighteen (18) months in the event this Agreement is terminated pursuant to
Section 4.1(c), (iii) thirty (30) months in the event this Agreement is
terminated pursuant to Section 4.4 or 4.7, or (iv) twenty-four (24) months in
the event this Agreement is terminated for any other reason.

                  8.2. NO HIRE. Employee further agrees that EMPLOYEE SHALL NOT,
at any time during the Restricted Period, for any reason, for Employee or on
behalf of any other person, persons, firm, partnership, corporation or employer,
employ, or knowingly permit any company or business directly or indirectly
controlled by Employee to employ or otherwise engage (a) any person who is a
then current employee or independent contractor of Employer or one of its
affiliates, or (b) any person who was an employee or independent contractor of
Employer or one of its affiliates in the prior six (6) month period, or in any
manner seek to induce such persons to leave his or her employment or engagement
with Employer or one of its affiliates (including without limitation for or



                                       13


on behalf of a subsequent employer of Employee). Notwithstanding the foregoing,
it shall not be a violation of this Section for Employee to participate in any
capacity in a business venture after termination of this Agreement with a
current or former employee or independent contractor of Employer or its
affiliates if (i) Employee's participation in such business venture does not
violate Section 8.1, (ii) Employee and such individual were actively pursuing
such business venture for a period of at least six (6) months while both were
employed or otherwise engaged by Employer, and (iii) a period of at least one
(1) year has elapsed since the termination of Employee's employment.

                  8.3. NON-SOLICITATION. Employee further agrees that EMPLOYEE
SHALL NOT, at any time during the Restricted Period, for any reason, for
Employee or on behalf of any other person, persons, firm, partnership,
corporation or employer, solicit or accept business from or take any action that
would interfere with, diminish or impair the valuable relationships that
Employer or its affiliates have with (i) hospitals or other health care
facilities with which Employer or its affiliates have contracts to render
professional services or otherwise have established relationships, (ii)
patients, (iii) referral sources, (iv) vendors, (v) any other clients of
Employer or its affiliates, or (vi) prospective hospitals, patients, referral
sources, vendors or clients whose business Employee was aware that Employer or
any affiliate of Employer was in the process of soliciting at the time of
Employee's termination (including potential acquisition targets).

                  8.4. CONFIDENTIAL INFORMATION. At all times during the term of
this Agreement, Employer shall provide Employee with access to "Confidential
Information." As used in this Agreement, the term "Confidential Information"
means any and all confidential, proprietary or trade secret information, whether
disclosed, directly or indirectly, verbally, in writing or by any other means in
tangible or intangible form, including that which is conceived or developed by
Employee, applicable to or in any way related to: (i) patients with whom
Employer has a physician/patient relationship; (ii) the present or future
business of Employer; or (iii) the research and development of Employer. Without
limiting the generality of the foregoing, Confidential Information includes: (a)
the development and operation of Employer's medical practices, including
information relating to budgeting, staffing needs, marketing, research, hospital
relationships, equipment capabilities, and other information concerning such
facilities and operations and specifically including the procedures and business
plans developed by Employer for use at the hospitals where Employer conducts its
business; (b) contractual arrangements between the Employer and insurers or
managed care associations or other payors; (c) the databases of Employer; (d)
the clinical and research protocols of Employer, including coding guidelines;
(e) the referral sources of Employer; and (f) other confidential information of
Employer that is not generally known to the public that gives Employer the
opportunity to obtain an advantage over competitors who do not know or use it,
including the names, addresses, telephone numbers or special needs of any of its
patients, its patient lists, its marketing methods and related data, lists or
other written records used in Employer's business, compensation paid to
employees and other terms of employment, accounting ledgers and financial
statements, contracts and licenses, business systems, business plan and
projections, and computer programs. The parties agree that, as between them,
this Confidential Information constitutes important, material, and confidential
trade secrets that affect the successful conduct of Employer's business and its
goodwill. Employer acknowledges that the Confidential Information specifically
enumerated above is special and unique information and is not information that
would be considered a part of the general knowledge and skill Employee has or
might otherwise obtain.



                                       14


                  Notwithstanding the foregoing, Confidential Information shall
not include any information that (i) was known by Employee from a third party
source before disclosure by or on behalf of Employer, (ii) becomes available to
Employee from a source other than Employer that is not, to Employee's knowledge,
bound by a duty of confidentiality to Employer, (iii) becomes generally
available or known in the industry other than as a result of its disclosure by
Employee, or (iv) has been independently developed by Employee and may be
disclosed by Employee without breach of this Agreement, PROVIDED, in each case,
that the Employee shall bear the burden of demonstrating that the information
falls under one of the above-described exceptions.

                  Employee agrees that, except as required in the performance of
Employee's duties as an employee of Employer, Employee will not at any time,
whether during or subsequent to the term of Employee's employment with Employer,
in any fashion, form or manner, unless specifically consented to in writing by
Employer, either directly or indirectly, use or divulge, disclose, or
communicate to any person, firm or corporation, in any manner whatsoever, any
Confidential Information of any kind, nature, or description, subject to
applicable law. The parties agree that any breach by Employee of any term of
this Section is a material breach of this Agreement and shall constitute "cause"
for the termination of Employee's employment hereunder. In the event that
Employee is ordered to disclose any Confidential Information, whether in a legal
or a regulatory proceeding or otherwise, Employee shall provide Employer with
prompt written notice of such request or order so that Employer may seek to
prevent disclosure or, if that cannot be achieved, the entry of a protective
order or other appropriate protective device or procedure in order to assure, to
the extent practicable, compliance with the provisions of this Agreement. In the
case of any disclosure required by law, Employee shall disclose only that
portion of the Confidential Information that Employee is ordered to disclose in
a legally binding subpoena, demand or similar order issued pursuant to a legal
or regulatory proceeding.

                  All Confidential Information, and all equipment, notebooks,
documents, memoranda, reports, files, samples, books, correspondence, lists,
other written and graphic records, in any media (including electronic or video)
containing Confidential Information or relating to the business of Employer,
which Employee shall prepare, use, construct, observe, possess, or control shall
be and remain Employer's sole property (collectively "Employer Property"). Upon
termination or expiration of this Agreement, or earlier upon Employer's request,
Employee shall promptly deliver to Employer all Employer Property, retaining
none.

                  8.5. OWNERSHIP OF WORK PRODUCT. Employee agrees and
acknowledges that all copyrights, patents, trade secrets, trademarks, service
marks, or other intellectual property or proprietary rights associated with any
ideas, concepts, techniques, inventions, processes, or works of authorship
developed or created by Employee during the course of performing work for
Employer and any other work product conceived, created, designed, developed or
contributed by Employee during the term of this Agreement that relates in any
way to Employer's Business (collectively, the "Work Product") shall belong
exclusively to Employer and shall, to the extent possible, be considered a work
made for hire within the meaning of Title 17 of the United States Code. To the
extent the Work Product may not be considered a work made for hire owned
exclusively by Employer, Employee hereby assigns to Employer all right, title,
and interest worldwide in and to



                                       15


such Work Product at the time of its creation, without any requirement of
further consideration. Upon request of Employer, Employee shall take such
further actions and execute such further documents as Employer may deem
necessary or desirable to further the purposes of this Agreement, including
without limitation separate assignments of all right, title, and interest in and
to all rights of copyright and all right, title, and interest in and to any
inventions or patents and any reissues or extensions which may be granted
therefore, and in and to any improvements, additions to, or modifications
thereto, which Employee may acquire by invention or otherwise, the same to be
held and enjoyed by Employer for its own use and benefit, and for the use and
benefit of Employer's successors and assigns, as fully and as entirely as the
same might be held by Employee had this assignment not been made.

                  8.6. CLEARANCE PROCEDURE FOR PROPRIETARY RIGHTS NOT CLAIMED BY
EMPLOYER. In the event that Employee wishes to create or develop, OTHER THAN on
Employer's time or using Employer's resources, anything that may be considered
Work Product but of which Employee believes Employee should be entitled to the
personal benefit, Employee agrees to follow the clearance procedure set forth in
this Section 8.6. Before beginning any such work, Employee agrees to give
Employer advance written notice and provide Employer with a sufficiently
detailed written description of the work under consideration for Employer to
make a determination regarding the work. Unless otherwise agreed in a writing
signed by Employer prior to receipt, Employer shall have no obligation of
confidentiality with respect to such request or description. Employer will
determine in its sole discretion, within thirty (30) days after Employee has
fully disclosed such plans to Employer, whether rights in such work will be
claimed by Employer. If Employer determines that it does not claim rights in
such work, Employer agrees to so notify Employee in writing and Employee may
retain ownership of the work to the extent that such work has been expressly
disclosed to Employer. If Employer fails to so notify Employee within such
thirty (30) day period, then Employer shall be deemed to have agreed that such
work is not considered Work Product for purposes of this Agreement. Employee
agrees to submit for further review any significant improvement, modification,
or adaptation that could reasonably be related to Employer's Business so that it
can be determined whether the improvement, modification, or adaptation relates
to the business or interests of Employer. Clearance under this procedure does
not relieve Employee of the restrictive covenants set forth in this Section 8.

                  8.7. NON-DISPARAGEMENT. Employer agrees that for a period of
ten (10) years after the termination of this Agreement, Employer shall not
disparage Employee or otherwise impugn Employee's name or reputation. Employee
agrees that for a period of ten (10) years after the termination of this
Agreement, Employee shall not (i) disparage Employer or any of Employer's
affiliates (including any present, future or former agent, attorney, employee,
officer or director of Employer or any of Employer's affiliates); (ii) impugn in
any manner the name or reputation of Employer or any of Employer's affiliates
(including any present, future or former agent, attorney, employee, officer or
director of Employer or any of Employer's affiliates); or (iii) speak or write
anything disparaging or critical of Employee's work conditions or the
circumstances of the termination of Employee's employment with Employer.

                  8.8. REVIEW BY EMPLOYEE. EMPLOYEE HAS CAREFULLY READ AND
CONSIDERED THE TERMS AND PROVISIONS OF THIS SECTION 8, AND HAVING DONE SO,
AGREES THAT THE RESTRICTIONS SET FORTH



                                       16


IN THIS SECTION 8 ARE FAIR AND REASONABLY REQUIRED FOR THE PROTECTION OF THE
INTERESTS OF EMPLOYER. Without limiting other possible remedies available to
Employer, Employee agrees that injunctive or other equitable relief will be
available to enforce the covenants set forth in this Section, such relief to be
without the necessity of posting a bond. In the event that, notwithstanding the
foregoing, any part of the covenants set forth in this Section 8 shall be held
to be invalid, overbroad, or unenforceable by an arbitration panel or a court of
competent jurisdiction, the parties hereto agree that such invalid, overbroad,
or unenforceable provision(s) may be modified or severed from this Agreement
without, in any manner, affecting the remaining portions of this Section 8 (all
of which shall remain in full force and effect). In the event that any provision
of this Section 8 related to time period or areas of restriction shall be
declared by an arbitration panel or a court of competent jurisdiction to exceed
the maximum time period, area or activities such arbitration panel or court
deems reasonable and enforceable, said time period or areas of restriction shall
be deemed modified to the minimum extent necessary to make the geographic or
temporal restrictions or activities reasonable and enforceable.

                  8.9. SURVIVAL AND TERMINATION OF PAYMENTS AND BENEFITS. The
provisions of this Section 8 shall survive the termination of this Agreement and
Employee's employment with Employer. If Employee fails to comply fully with any
provision of this Section 8, Employee shall not be entitled to receive any
further payments or benefits of any kind under Section 5 of this Agreement
(other than Base Salary through date of termination and any amounts due under
Section 5.9 hereof) and Employer shall have the right to terminate without
advance notice any and all other future payments and benefits of every kind that
otherwise would be due Employee under Section 5 of this Agreement. The
provisions of this Section 8 are expressly intended to benefit and be
enforceable by other affiliated entities of Employer, who are express third
party beneficiaries hereof. Employee shall not assist others in engaging in any
of the activities described in the foregoing restrictive covenants.

         9. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or any alleged breach hereof shall be finally determined by
binding arbitration before a three member panel, consisting of one member
selected by each party hereto, with the third member selected by the first two
arbitrators. Each party hereto shall bear the costs of its own nominee, and
shall share equally the cost of the third arbitrator and the parties agree that
the costs of arbitration shall not be subject to reapportionment by the
arbitration panel. The arbitration proceedings shall be held in Sunrise,
Florida, unless otherwise mutually agreed by the parties, and shall be conducted
in accordance with the American Health Lawyer's Association Dispute Resolution
Service, Rules of Procedure for Arbitration. Judgment on the award rendered by
the arbitration panel may be entered and enforced by any court having
jurisdiction thereof. Notwithstanding anything herein to the contrary, if the
Employer shall require immediate injunctive relief, then the Employer shall be
entitled to seek such relief in any court having jurisdiction, and if the
Employer elects to do so, the Employee hereby consents to the jurisdiction of
the state and federal courts sitting in the State of Florida and to the
applicable service of process. Employee hereby waives and agrees not to assert,
to the fullest extent permitted by applicable law, any claim that (i) Employee
is not subject to the jurisdiction of such courts, (ii) Employee is immune from
any legal process issued by such courts and (iii) any litigation or other
proceeding commenced in such courts is brought in an inconvenient forum. Any
such arbitration shall be treated



                                       17


as confidential by all parties thereto, except as otherwise provided by law or
as otherwise necessary to enforce any judgment or order issued by the
arbitrators.

         10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to its conflict
of laws principles to the extent that such principles would require the
application of laws other than the laws of the State of Florida.

         11. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered by hand or when deposited in the United States mail by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

         If to Employer:                       If to Employee:

         Pediatrix Medical Group, Inc.         Thomas W. Hawkins, Esq.
         1301 Concord Terrace                  c/o Pediatrix Medical Group, Inc.
         Sunrise, FL 33323                     1301 Concord Terrace
         Attention: Chief Executive Officer    Sunrise, FL 33323

or to such other addresses as either party hereto may from time to time give
notice of to the other in the aforesaid manner.

         12. BENEFITS: BINDING EFFECT. This Agreement shall be for the benefit
of and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where applicable,
assigns. Notwithstanding the foregoing, Employee may not assign the rights or
benefits hereunder without the prior written consent of Employer.

         13. SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses or Sections contained in this Agreement shall not
affect the enforceability of the remaining portions of this Agreement or any
part thereof.

         14. WAIVERS. The waiver by either party hereto of a breach or violation
of any term or provision of this Agreement shall not operate nor be construed as
a waiver of any subsequent breach or violation.

         15. DAMAGES. Nothing contained herein shall be construed to prevent
Employer or Employee from seeking and recovering from the other damages
sustained by either or both of them as a result of a breach of any term or
provision of this Agreement. In the event of any controversy or claim arising
out of or relating to this Agreement, each party will bear its own costs for
court and attorneys' fees.

         16. NO THIRD PARTY BENEFICIARY. Except as provided in Section 8.9,
nothing expressed or implied in this Agreement is intended, or shall be
construed, to confer upon or give any person (other than the parties hereto and,
in the case of Employee, Employee's heirs, personal representative(s) and/or
legal representative) any rights or remedies under or by reason of this




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Agreement. No agreements or representations, oral or otherwise, express or
implied, have been made by either party with respect to the subject matter of
this Agreement which agreements or representations are not set forth expressly
in this Agreement, and this Agreement supersedes any other agreement between
Employer and Employee.

         17. HEADINGS. The section headings in this Agreement are solely for
convenience of reference and form no part of this Agreement.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

EMPLOYER:                                 EMPLOYEE:

PEDIATRIX MEDICAL GROUP, INC.



By: /s/ Roger J. Medel, M.D.              /s/ Thomas W. Hawkins
    -------------------------------       --------------------------------------
    Roger J. Medel, M.D.                  Thomas W. Hawkins
    Chief Executive Officer




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                                    EXHIBIT A

                              BUSINESS OF EMPLOYER

         As of the date hereof, Employer, directly or through its affiliates,
provides professional medical services and all aspects of practice management
services in medical practice areas that include, but are not limited to, the
following (collectively referred to herein as "Employer's Business"):

                  (1) Neonatology, including hospital well baby care;

                  (2) Maternal-Fetal Medicine, including general obstetrics
         services;

                  (3) Pediatric Cardiology;

                  (4) Pediatric Intensive Care, including Pediatric Hospitalist
         Care; and

                  (5) Newborn metabolic and hearing screening services.

         References to Employer's Business in this Agreement shall include such
other medical service lines, practice management services and other businesses
entered into by Employer after the date hereof but during the term of this
Agreement; PROVIDED, that to be considered a part of Employer's Business,
Employer must have engaged in such other service line, practice management
service or other business at least six (6) months prior to the termination date
of this Agreement. For purposes of this Exhibit A, businesses of Employer shall
include the businesses conducted by Employer's subsidiaries, entities under
common control and affiliates as defined under Rule 144 of the Securities Act of
1933, as amended. Such affiliates shall include the professional corporations
and associations whose operating results are consolidated with Employer for
financial reporting purposes.

         Notwithstanding the foregoing, Employer acknowledges and agrees to the
following exceptions and clarifications regarding the scope of Employer's
Business.

         A. PRACTICE MANAGEMENT SERVICES. Employer acknowledges that, as of the
date hereof, Employer's Business relates to the delivery of both professional
and practice management services in the forgoing practice areas. Therefore, as
of the date hereof, Employer acknowledges that it would not be a violation of
Section 8.1 of the Agreement for Employee to provide services to a practice
management company (such as a billing company or management services
organization (MSO)) if such practice management company is not owned by,
affiliated with (as defined under Rule 144 of the Securities Act of 1933, as
amended) or under common control with a health care provider that provides
services in the medical services areas included in Employer's Business. Subject
to paragraph C below, the provisions of this paragraph shall not apply to the
extent that, after the date hereof, Employer enters into a business that
involves the delivery of practice management services to unrelated third
parties.

         B. HOSPITAL SERVICES. Employer and Employee acknowledge that, as of the
date hereof, Employer does not currently operate hospitals, hospital systems or
universities. Nevertheless, the businesses of hospitals, hospital systems and
universities would be the same as Employer's Business where such hospitals,
hospital systems or universities provide some or all of the medical services




                                       20


included in Employer's Business. Therefore, the parties desire to clarify their
intent with respect to the limitations on Employee's ability to work for a
hospital, hospital system or university after termination of this Agreement.
Section 8.1 shall not be deemed to restrict Employee's ability to work for a
hospital, hospital system or university if the hospital, hospital system or
university does not provide any of the medical services included in Employer's
Business. Furthermore, even if a hospital, hospital system or university
provides medical services that are included in Employer's Business, Employee may
work for such hospital, hospital system or university if Employee has no direct
supervisory responsibility for or involvement in the hospital's, hospital
system's or university's medical services that are Employer's Business. Finally,
Employer agrees that Employee may hold direct supervisory responsibility for or
be involved in the medical services of a hospital, hospital system or university
that are included in Employer's Business so long as such hospital, hospital
system or university is located at least ten (10) miles from a medical practice
owned or operated by Employer or its affiliate. Subject to paragraph C below,
the provisions of this paragraph shall not apply to the extent that, after the
date hereof, Employer enters into the business of operating a hospital or health
system.

         C. DEMINIMUS EXCEPTION. Employer agrees that a medical service line
(other than those listed in items 1 through 5 above), practice management
service or other business entered into by Employer shall not be considered to be
a part of Employer's Business if such medical service line, practice management
service or other business constitutes less than Fifteen Million Dollars
($15,000,000) of Employer's annual revenues.

         D. CERTAIN OWNERSHIP INTERESTS. It shall not be deemed to be a
violation of Section 8.1 for Employee to: (i) own, directly or indirectly, one
percent (1%) or less of a publicly-traded entity; or (ii) own, directly or
indirectly, less than five percent (5%) of a privately-held business or company,
if Employee is at all times a passive investor with no board representation,
management authority or other special rights to control operations of such
business.





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