Exhibit 10.12
Michael Kennedy
October 14, 1999
Page 1




October 14, 1999


Michael Kennedy
7600 North 16th Street
Suite 150
Phoenix, Arizona 85020

Dear Mike:

This  letter  serves  as an  addendum  to our  letter  agreement  that  Lifemark
Corporation  ("Lifemark")  has agreed to employ you and you have agreed to serve
as Chief Financial Officer of Lifemark effective immediately.

In the event the Company  terminates  your  employment  other than for cause, as
defined in your  employment  letter of October 14, 1999, you will be entitled to
severance pay equal to the nine months of your base salary in effect at the time
of this termination.  In the event the Company  terminates your employment other
than for cause,  as defined in your  employment  letter of October 14, 1999, you
will be entitled to  severance  pay equal to the nine months of your base salary
in effect at the time of this termination.  In addition,  a pro rated portion of
your targeted  bonus regular  bonus,  and a pro rated portion of the  additional
bonus  provided  for in the second  paragraph  of your  employment  letter dated
October 14,1999,  in each case pro rated on the portion of the fiscal year prior
to  termination.  The pro rated  regular bonus will be payable at the time other
Executive  bonuses  are paid and will be  based on the  entire  year of  Company
performance.  The pro  rated  additional  bonus  will be paid  within 30 days of
termination.  You will be  entitled to payment in full of any bonus for the last
completed fiscal year prior to termination which has not yet been paid as of the
date of  termination,  with such  bonus to be paid at the time  other  Executive
bonuses for such year are paid.  You will also be entitled to continuing  family
medical coverage for the same period of time.

In addition, if you secure new employment within the time frame indicated below,
you will receive additional months of pay and pro-rated bonuses:

            --------------------------------------------------------
              NEW EMPLOYMENT SECURED      ADDITIONAL SEVERANCE &
                      WITHIN:                PRO-RATED BONUS:
            --------------------------------------------------------
            --------------------------------------------------------
                     7 months                    3 months
            --------------------------------------------------------
            --------------------------------------------------------
                     8 months                    2 months
            --------------------------------------------------------
            --------------------------------------------------------
                     9 months                     1 month
            --------------------------------------------------------

                                       1
<PAGE>

The  substance  of the terms of this  letter  was  negotiated  and  agreed to in
Arizona and it is solely for the  convenience  of the  parties  that it is being
signed by facsimile outside of Arizona. Arizona law applicable to contracts made
and to be performed in Arizona shall  therefore  apply to and govern all aspects
of this Agreement.

Please  confirm your  agreement  with and  acceptance of the  provisions of this
letter  by  signing  and  returning  the  enclosed  copy  of this  letter  where
indicated.


Sincerely,


/s/ RHONDA BREDE
----------------------------
President and Chief Executive Officer


ACCEPTED AND AGREED:

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

                                       2
<PAGE>