Exhibit 10.6
Mrs. Rhonda Brede
October 14, 1999
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October 14, 1999


Mrs. Rhonda Brede
7600 North 16th Street
Suite 150
Phoenix, Arizona 85020

Dear Rhonda:

This letter confirms our agreement that Lifemark  Corporation  ("Lifemark")  has
agreed  to  employ  you and you have  agreed  to serve as  President  and  Chief
Executive Officer of Lifemark effective immediately.

Your base salary will be $200,000  annually (or in future years,  such increased
amount  as we  may  agree)  commencing  today.  You  will  also  participate  in
Lifemark's  bonus plan with a targeted  onus of 40% of your salary in accordance
with the Company's customary  practices and formulae.  You will also receive the
same  benefit  package  as other  Lifemark  employees  and  additional  benefits
described in this letter.

In addition to your regular bonus,  you will be entitled to receive on January 1
of each year  commencing on January 1, 2000,  an  additional  bonus equal to the
amount of  interest  due on any  Company  Loans (as  defined  below)  (provided,
however,  that if you have prepaid  interest in the prior  calendar year and the
Company has not  previously  paid you an additional  bonus in the amount of your
prepaid interest,  the bonus shall include the amount of such prepaid interest).
For this purpose, "Company Loans" shall mean and include loans by the Company to
you to purchase stock of the Company from the Company.

Concurrently  with the  execution of this  letter,  Lifemark has granted you ten
year stock options to purchase 150,000 shares of Lifemark common stock. Lifemark
has also agreed to permit you to exercise  your  150,000  options at the time of
their vesting accepting as payment your secured nine-year promissory note in the
full amount of your exercise  price.  90,000 of the options  granted to you vest
immediately  and 60,000 granted under the newly approved  Executive Stock Option
and  Ownership  Plan  will vest  immediately  upon  approval  of the Plan by the
Company's stockholders. You have agreed to exercise the options immediately upon
vesting.

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The loans  provided for in the preceding  paragraph  will become due and payable
(including accrued interest) 180 days following termination of employment except
that they will become immediately due and payable if you breach the Key Employee
Non-Disclosure  Agreement  or if you are  terminated  for just cause (as defined
below) at any time.

For purposes of this letter, termination by Lifemark "for just cause" shall mean
termination on account of gross negligence,  dishonesty, or any willful material
violation of any  reasonable  rule or  regulation  of Lifemark of which you have
been advised in writing.

In the event of a Change in Control (as  defined  below) of  Lifemark,  Lifemark
agrees that if without your consent Lifemark  materially  changes your duties or
responsibilities or the location of your principal place of work and as a result
of such change or changes you voluntarily  terminate your  employment,  then, in
either such event, (i) all of your outstanding unexercised options will vest and
become  exercisable on the date of termination of your employment,  and (ii) you
will be entitled to the same severance payments as those provided for below with
respect to termination without cause.

For purposes of this letter,  "Change in Control"  shall mean the  occurrence of
any of the following events:

(i) The acquisition,  by new stockholders  (being any person or group of persons
other  than  the  current  directors  of  the  Company,  Dorsey  Gardner,  their
respective families, estates, trusts and other affiliates) acting in concert, of
a  beneficial  ownership  interest  in  the  Company,  resulting  in  the  total
beneficial  ownership of such persons or group of persons  equaling or exceeding
50% of the  outstanding  common  stock and  warrants of the  Company;  provided,
however, that no such person or group of persons shall be deemed to beneficially
own (i) any common stock or warrants  acquired directly from the Company or (ii)
any common stock or warrants held by the Company or any of its  subsidiaries  or
any  employee  benefit  plan  (or  any  related  trust)  of the  Company  or its
subsidiaries.  The  Change in  Control  shall be deemed to occur on the date the
beneficial ownership of the acquiring person or group of persons first equals or
exceeds 50% of the outstanding common stock and warrants of the Company.

(ii) A merger,  consolidation or other  reorganization  having substantially the
same effect, or the sale of all or substantially all the consolidated  assets of
the Company in each case,  with respect to which the persons or group of persons
who were the  respective  beneficial  owners  of the  outstanding  common  stock
immediately prior to such event do not, following such event,  beneficially own,
directly or indirectly,  more than 50% of,  respectively,  the then  outstanding
voting stock of the  corporation  resulting  from such event or the  corporation
purchasing or receiving assets pursuant to such event.

If more than one of the  foregoing  events  shall  occur,  each such event shall
constitute a separate Change in Control.

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For purposes of this letter, a change in duty or responsibility shall be broadly
interpreted.  Thus,  by way of  example,  a change in your  autonomy  or role in
setting  strategy  and policies of the company  would be deemed to  constitute a
change in duty or  responsibility  even if you remained in title chief executive
officer  of the  Lifemark  business.  Similarly,  if you  were no  longer  chief
executive officer of a publicly traded company, your duties and responsibilities
would be deemed to have changed.

Lifemark  further  confirms that it will abide by both the letter and the spirit
of the adjustment  provisions  contained in its Stock Option Plans and the Stock
Option  Certificates  which you hold,  pursuant to which  Lifemark has agreed to
adjust the outstanding options appropriately in the event of a sale or merger of
the corporation.

In the event the Company  terminates your employment  other than for cause,  you
will be entitled to severance  pay equal to eighteen  months of your base salary
($300,000  or  an  appropriately  increased  amount  if  your  base  salary  has
increased).  In  addition,  you will be entitled to a pro rated  portion of your
targeted  bonus regular bonus,  and a pro rated portion of the additional  bonus
provided for in the third  paragraph  of this letter,  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 a period of twelve months.

As a condition to your  employment,  you reconfirm  your execution of Lifemark's
Standard Key Employee Executive Nondisclosure Agreement.

Again, I would like to take this  opportunity to say how excited I am about your
taking on these new responsibilities.

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.

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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/ RICHARD C. JELINEK
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Chairman


ACCEPTED AND AGREED:

/s/ RHONDA BREDE
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