Exhibit 10.3

                                PLEDGE AGREEMENT


      THIS PLEDGE  AGREEMENT  (this  "Agreement")  is made and entered into this
14th  day of  October,  1999 by and  between  Michael  Kennedy  ("Pledgor")  and
Lifemark Corporation, a Delaware corporation ("Secured Party").

      1.    PLEDGE.   Pledgor  hereby  grants  to  Secured  Party  a  security
interest in the following described corporate stock:

            60,000  shares  of  common  stock,  $0.01  par  value,  of  Lifemark
            Corporation.

currently  represented by Certificate  Nos.  6430  together  with  stock  powers
duly endorsed in blank (with  signature  guaranteed  by a qualified  member in a
Medallion  Guarantee  Program approved by the Securities  Transfer  Association,
Inc.) and herewith  delivered to Secured Party,  and all proceeds,  products and
increases  thereof and  substitutions  and replacements  therefor  (collectively
referred  to herein as the  "Pledged  Shares").  Secured  Party  shall  hold the
Pledged  Shares as security for payment of the Note (as defined below) and shall
not encumber or dispose of the Pledged Shares except in accordance with Sections
6 or 8 of this Agreement.

      2. SECURED INDEBTEDNESS.  This Agreement shall secure all indebtedness now
or hereafter incurred by Pledgor under the provisions of that certain Promissory
Note (the "Note") of even date  herewith made by Pledgor to Secured Party in the
original principal amount of one hundred seventy six thousand two hundred twenty
($176,220),  bearing interest at the rate per annum equal to 6.02%, with accrued
interest  being due and  payable  on  December  31,  1999 and each  December  31
thereafter, and with all principal and accrued interest being due and payable on
October  14,  2008,  and any and all other  indebtedness  of the  Pledgor to the
Secured Party incurred in connection with the acquisition of common stock of the
Secured Party and the payment of any related withholding tax.

      3.  VOTING  RIGHTS.  During  the  term of this  Agreement,  and so long as
Pledgor  is not in  default  in the  performance  of any of the  terms  of  this
Agreement or in the payment of the  principal  or interest of the Note,  Pledgor
shall have the right to vote the Pledged Shares on all corporate questions,  and
Secured Party shall,  upon request,  execute due and timely  proxies in favor of
Pledgor to this end.

      4.  REPRESENTATIONS.  Pledgor  represents  and warrants  that there are no
restrictions  upon the  transfer  of any of the Pledged  Shares,  other than may
appear on the face of the  Certificate  referred to in Section 1, and other than
as may be imposed under Rule 144 under the  Securities Act of 1933, and that the
Pledgor  has the right to  transfer  such shares free and clear of all liens and
encumbrances,  except the lien of this Agreement,  and the Pledgor is delivering
herewith copies of Form 144 duly executed in blank.

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      5. ADJUSTMENTS.  In the event that, during the term of this Agreement, any
share  dividend,  reclassification,  readjustment or other change is declared or
made in the capital structure of Lifemark Corporation,  all new, substituted and
additional  shares,  or other  securities,  issued by reason of any such  change
shall be held by Secured  Party  under the terms of this  Agreement  in the same
manner as the shares originally pledged hereunder.

      6. PAYMENT OF THE NOTE.  Upon  payment of all  outstanding  principal  and
accrued interest of the Note, less amounts  theretofore  received and applied by
Secured Party in reduction thereof,  Secured Party shall transfer to Pledgor all
the Pledged Shares and all rights  received by Secured Party as a result of this
pledge.

      7. EVENTS OF DEFAULT. Occurrence of any of the following events (each such
event  referred  to herein as an "Event of  Default")  shall,  at the  option of
Secured Party, constitute a default hereunder:


      (a)  Failure of Pledgor to pay when due any  indebtedness  secured by this
Agreement,  either principal or interest, if such failure shall continue uncured
for a period  of five  days;  provided,  however,  it  shall  not be an event of
default if Pledgor fails to pay, interest due on the Note if Secured Party fails
to pay  Pledgor the bonus  provided  for in the second  paragraph  of the letter
agreement dated October 14, 1999 between Pledgor and Secured Party;


      (b) Default by Pledgor  under any  agreements to which Pledgor and Secured
Party are, or may hereafter become, parties which secure indebtedness of Pledgor
to Secured Party; or

      (c) Any other event of default under the Note; or

      (d) Any  breach by  Pledgor  of (i) any duty to,  or (ii) any  employment,
severance,  non-disclosure or other material  agreement between the Pledgor and,
the Secured Party.

      8.  DEFAULT.  Upon the  occurrence  of an Event of Default,  Secured Party
shall have the rights and remedies  provided in the Uniform  Commercial  Code in
force  in the  State  of  Arizona  at the  date  of this  Agreement  and in this
connection,  Secured Party may, upon five days' written notice to Pledgor,  sent
by registered mail, and without  liability for any diminution in price which may
have occurred,  sell all the Pledged Shares in such manner and for such price as
Secured  Party  may  determine,  so long as any  such  sale  is  conducted  in a
commercially  reasonable  manner to obtain a fair and reasonable  sale price for
the Pledged Shares.  At any bona fide public sale Secured Party shall be free to
purchase all or any part of the Pledged Shares.  Out of the proceeds of any sale
Secured  Party may retain an amount equal to the principal and interest then due
on the Note,  plus the amount of the reasonable  expenses of the sale, and shall
pay any balance of such  proceeds to Pledgor.  In the event that the proceeds of
any sale are  insufficient  to cover the principal and interest of the Note plus
expenses  of the sale,  Pledgor  shall  remain  liable to Secured  Party for any
deficiency.

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<PAGE>

      9. NOTICES. Any notice, request, information or other document to be given
hereunder to either of the parties shall be in writing and delivered  personally
or sent by Federal Express,  Overnight  Delivery,  or United States General Post
Office Express Mail Next Day Service, to the addresses listed below:

PLEDGOR:                                    SECURED PARTY:

   Michael Kennedy                             Lifemark Corporation
   5226 E. Anderson Dr.                        7600 North 16th Street
   Scottsdale, AZ  85254                       Suite 150
                                               Phoenix, Arizona  85020

      IN WITNESS  WHEREOF,  the parties have executed this agreement on the date
first above written.

                                       PLEDGOR:


                                       By: /s/ MICHAEL KENNEDY
                                           ---------------------------


                                       SECURED PARTY:

                                       LIFEMARK CORPORATION


                                       By: /s/ RHONDA BREDE
                                           ---------------------------


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                                                                    Exhibit 10.3

                                 PROMISSORY NOTE

$176,220                                                        October 14, 1999
 -------
                                                                Phoenix, Arizona

      FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of
Lifemark Corporation,  a Delaware corporation (the "Company"), the principal sum
of $176,220  with  interest  (computed on the basis of the actual number of days
elapsed over a 365-day year) on the unpaid balance  thereof at the rate of 6 and
02/100  percent  (6.02%)  per annum,  from the date hereof  until the  principal
amount of this Note is paid in full,  with accrued  interest on all  outstanding
principal due on December 31 of each year commencing with December 31, 1999, and
with all outstanding principal,  plus all accrued but unpaid interest, being due
and payable on October 14, 2008.

      Payments of  principal  and  interest on this Note shall be payable at the
offices of the Company, 7600 North 16th Street, Phoenix,  Arizona 85020, or such
other  place as the  holder  of this  Note may from  time to time  designate  in
writing.

      This Note has been issued in connection with the purchase of 60,000 shares
of common  stock,  $0.01 par value per share,  of the  Company  (the  "Shares"),
pursuant to the exercise of an option granted to the  undersigned  under a stock
option  agreement  dated  October 14,  1999.  The full amount of all  previously
unpaid principal,  together with all interest accrued thereon,  shall become due
and payable: (i) 180 days following termination of employment of the undersigned
by the Company  without cause or because of  disability;  (ii) 60 days after any
termination by the  undersigned of the  employment of the  undersigned  with the
Company (or; or (iii)  immediately upon any such  termination  which is for just
cause (as defined  below) or upon any breach by the  undersigned of (i) any duty
to the  Company,  or (ii) any  employment,  severance,  non-disclosure  or other
material  agreement  between the  undersigned  and the Company) the Standard Key
Employee Non-Disclosure  Agreement.  For purposes of this Note, termination "for
just cause" shall mean termination on account of gross  negligence,  dishonesty,
or any willful  material  violation of any reasonable  rule or regulation of the
Company of which the undersigned has been advised in writing.

      The  undersigned  shall have the right to prepay this Note, in whole or in
part, without premium or penalty.

      The undersigned hereby waives  presentment,  notice of dishonor or protest
of dishonor of this Note.

      This Note is fully negotiable and transferable by the Company.

      This Note is  secured  by the 60,000  Shares,  which  shall be held by the
Company  under  a  pledge  agreement  of  even  date  herewith  executed  by the
undersigned  and such other  security as may be pledged by the Payee and held by
the Company from time to time.  This Note shall be governed by and  construed in
accordance with the laws of the State of Arizona.



                                       /s/ MICHAEL KENNEDY
                                       ------------------------------


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