Exhibit 10.9
Michael Kennedy
October 14, 1999
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October 14, 1999



Michael Kennedy
5226 E. Anderson Dr.
Scottsdale, AZ  85254

Dear Michael:

This letter  confirms  the  agreement  between us whereby  Lifemark  Corporation
("Lifemark")  has  agreed to employ  you and you have  agreed to serve as a Vice
President of Lifemark.  In this  capacity you will be a member of the  Executive
Strategy Team and will serve in accordance with the bylaws of Lifemark.

We also agreed that, in addition to your regular bonus,  you will be entitled to
receive on January 1 of each year during the term of your employment  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 100,000 shares of Lifemark common stock. Lifemark
has also agreed to permit you to exercise  your  100,000  options at the time of
their vesting accepting as payment your secured nine-year promissory note in the
full amount of your exercise  price.  60,000 of the options  granted to you vest
immediately  and 40,000 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.

The loans  provided for in the preceding  paragraph  will become due and payable
(including  accrued  interest)  60:  (i)  180  days  following   termination  of
employment  except  that they will  become  immediately  due and  payable if you
breach your  employment  agreement  by the Company  without  cause or because of
disability;  (ii) 60 days following  termination of employment by you; and (iii)
immediately if you breach the Standard Key Employee Non-Disclosure  Agreement or
if you are terminated for just cause (as defined below) at any time.

Except as may be  otherwise  explicitly  provided in another  written  agreement
between you and Lifemark,  your  employment  shall be subject to  termination by
either you or  Lifemark at any time  without  notice,  subject to the  severance
rules of Lifemark as they exist at the time of termination.

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Notwithstanding  the foregoing,  in the event of a Change in Control (as defined
below) of Lifemark,  Lifemark agrees that if within two years following the date
of the change in control  either (a) your  employment  is terminated by Lifemark
without "just cause" (as defined  below),  or (b) 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  options  will  vest  and  become  exercisable  on the date of
termination  of your  employment,  and (ii) you will be  subject  to  Change  of
Control Severance as provided below.

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.

For purposes of this letter, Change of Control Severance shall be 12 months base
salary payable monthly subject to normal withholding plus 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 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.

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.

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

As a condition to your continued  employment and the vesting of options referred
to herein,  you have  executed  Lifemark's  Standard Key Employee  Nondisclosure
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
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President



ACCEPTED AND AGREED:


/s/ MICHAEL KENNEDY
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