Exhibit 10.27



                         EXECUTIVE EMPLOYMENT AGREEMENT

     This Executive  Employment Agreement (this "Agreement") is made and entered
into as of March 24, 2005,  to be effective as of March 1, 2005 (the  "Effective
Date"), by and between MedSolutions, Inc., a Texas corporation (the "Employer"),
and  Alan  Larosee,   an  individual   resident  of  the  State  of  Texas  (the
"Executive").

                                   WITNESSETH

     WHEREAS, the Executive has certain skills,  experience,  and abilities that
are  valuable  to  the  success  of  the   Employer's   operations   and  future
profitability;

     WHEREAS,  the  Employer  desires to employ and retain the  services  of the
Executive  as a full  time  employee  in  the  position  of  Vice  President  of
Operations,  and the  Executive  desires  to work  for  and be  employed  by the
Employer in such positions; and

     WHEREAS,  the Employer and the Executive  desire to set forth the terms and
conditions pursuant to which the Executive will be employed by the Employer.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  premises and of the
mutual  covenants  and  undertakings  contained  herein,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties to this Agreement hereby agree as follows:

Article 1:      EMPLOYMENT TERM AND DUTIES

     1.01  Employment.  The  Employer  hereby  employs  the  Executive,  and the
Executive  hereby  accepts  employment  by the  Employer,  upon  the  terms  and
conditions set forth in this Agreement.

     1.02 Employment Period.  Unless earlier terminated as herein provided,  the
Employee's  employment  with  the  Employer  pursuant  to this  Agreement  shall
commence  on the  Effective  Date and shall  continue  for a term of  thirty-six
months  after  such  date  (the  "Employment  Period").  The date on  which  the
Employment Period ends shall be the "Expiration Date."

     1.03  Duties and  Services.  The  Executive  will be  employed  as the Vice
President of Operations of the Employer at 12750 Merit Drive,  Park Central VII,
Suite 770,  Dallas,  Texas  75251,  and will have such duties and  perform  such
services as are customary of such  positions and those  assigned or delegated to
the Executive by the Chief Executive Officer and Board of Directors.  During the
Employment Period, the Employee will devote his business time, attention, skill,
and energy to the  business  of the  Employer  and will use his best  efforts to
promote the success of the Employer's business.



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Article 2:      COMPENSATION

     2.01 Salary.  Subject to the provisions of Article 4 of this Agreement that
relate  to  compensation  of  the  Employee  following  the  termination  of the
Employment  Period,  the  Employee  will be  compensated  at the minimum rate of
$7,916.66 per month (such amount is  hereinafter  referred to as the  "Salary"),
for the  duration of the  Employment  Period.  The Salary as currently in effect
will  automatically be increased by five percent (5%) on the second  anniversary
date of the Effective  Date.  The Salary will be payable in accordance  with the
normal  payroll  practices and  procedures of the Employer.  The Employer  shall
withhold from each installment of the Salary all applicable federal,  state, and
local  income and other  payroll  taxes.  The  Executive's  performance  will be
reviewed  on an  annual  basis  by  the  Employer's  Compensation  committee  to
determine any increases to the base Salary described above.

     2.02 Bonuses.  Effective  with the execution of this  agreement,  Executive
shall  receive an annual bonus in the form of a stock option to purchase  15,000
shares of the Employer's common stock, par value $.001 (the "Common Stock"),  at
an exercise  price per share of Common  Stock equal to the Fair Market Value (as
such term is defined in the  Employer's  2002 Stock Option Plan or any successor
plan thereto) of such Common Stock as of the effective  date that such option is
granted.  Executive  shall also be entitled to  additional  bonuses from time to
time as the Employer's Board of Directors, in its sole discretion, may determine
pursuant to the  Employer's  bonus plans or  programs.  Executive  is  currently
eligible for  participation in the Employer's  executive target bonus program as
described  on Exhibit A to be agreed to by the  Parties and  attached  hereto no
later than June 30, 2005.

     2.03 Benefits.  For the duration of the Employment  Period and as otherwise
set forth herein,  the Executive and his  dependents  (if  applicable),  will be
permitted to participate in such pension, stock option, bonus, health insurance,
disability  income  insurance,  and other employee benefit plans of the Employer
that may be in effect  from time to time to the  extent  the  Executive  and his
dependents  are  eligible  for  participation  under  the  terms of such  plans.
Notwithstanding  the  foregoing,  the Employer  shall provide the Executive with
health insurance benefits for the Executive.  In addition, the Executive will be
eligible  for paid  vacation,  subject to the  Policies  and  Procedures  of the
Employer's Employee Handbook.  The Employer shall also pay to the Executive,  in
addition to any other benefits, a car allowance in the amount of $400 per month.

Article 3:      FACILITIES AND EXPENSES

     The Executive  will use the office  space,  equipment,  supplies,  and such
other facilities, property, and personnel as are currently being provided by the
Employer  for such  purposes to perform  his duties  under this  Agreement.  The
Employer will  reimburse the Executive for reasonable  expenses  incurred by the
Executive in the  performance  of his duties in accordance  with the  Employer's
employment  policies in effect from time to time;  provided,  however,  that the
Executive must file written  expense  reports with respect to such expenses,  in
accordance  with the Employer's  employment  policies,  before the Executive may
receive such reimbursement.



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Article 4:      TERMINATION

     4.01 Termination of Employment Period.

          (a) Death of the  Executive.  The  Employment  Period shall  terminate
     immediately and automatically upon the death of the Executive.

          (b)  Termination  by the  Employer.  The  Employer may  terminate  the
     Employment  Period  (i)  immediately  upon  the  delivery  of a  Notice  of
     Termination  (as  defined in  Section  4.01(d)  of this  Agreement)  by the
     Employer to the  Executive  setting  forth the facts that  indicate  that a
     determination  has  been  made  that  the  Executive  has a  Disability  in
     accordance  with  Section 4.02 of this  Agreement;  (ii)  immediately  upon
     delivery  of a Notice  of  Termination  by the  Employer  to the  Executive
     setting forth the facts that indicate that an event  constituting Cause (as
     defined in Section 4.03 of this  Agreement) has occurred,  or on such later
     date as may be set  forth in such  Notice of  Termination;  or (iii) at any
     time without Cause effective as of the 30th day following the delivery of a
     Notice of Termination  by the Employer to the  Executive,  or on such later
     date as may be set forth in such Notice of Termination.

          (c)  Termination  by the  Executive.  The  Executive may terminate the
     Employment  Period (i) immediately upon delivery of a Notice of Termination
     by the Executive to the Employer  setting forth facts that indicate that an
     event  constituting  Good  Reason  (as  defined  in  Section  4.04  of this
     Agreement) has occurred within the 30 days immediately prior to the date of
     delivery of such Notice of  Termination;  or (ii) at any time  without Good
     Reason  effective as of the 360th day following the delivery of a Notice of
     Termination by the Executive to the Employer,  or on such later date as may
     be set forth in such Notice of Termination.

     (d) Notice of  Termination.  For purposes of this  Agreement,  a "Notice of
Termination"  shall mean a written notice  (delivered in accordance with Section
7.06 herein) that indicates the specific termination provision in this Agreement
upon which the person  intending to terminate the  Employment  Period is relying
and sets forth in reasonable detail the facts and  circumstances  that provide a
basis for termination of the Employment Period under such termination provision.

     4.02  Definition  of  "Disability."  For  purposes of this  Agreement,  the
Executive  will be deemed  to have a  "Disability"  under  any of the  following
conditions:  (a) for  physical or mental  reasons,  the  Executive  is unable to
render and perform  substantially  and continuously  the Executive's  duties and
services as required  by this  Agreement  for 12  consecutive  weeks,  or for 16
nonconsecutive  weeks  during  any  12-month  period,  or (b) the  prognosis  or
recommendations  of the  Examining  Doctor (as defined in this Section 4.02) are
such that the Executive would be unable to render and perform  substantially and
continuously  the  Executive's  duties and services  under this Agreement for 12
consecutive  weeks, or for 16  nonconsecutive  weeks during any 12-month period.
Upon the request of either party hereto  following  written notice to the other,
the  Disability  of the Executive  will be  determined by a medical  doctor (the



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"Examining  Doctor")  who shall be  selected as follows:  the  Employer  and the
Executive shall each select a medical doctor, and those two medical doctors will
select  a  third  medical  doctor  who  will  be  the  Examining   Doctor.   The
determination  of the Examining  Doctor as to whether or not the Executive has a
Disability will be binding on both parties hereto.  The Executive must submit to
a reasonable number of examinations by the Examining  Doctor,  and the Executive
hereby   authorizes   the  disclosure  and  release  to  the  Employer  of  such
determination  and the results of such  examinations.  If the  Executive  is not
legally   competent,   the   Executive's   legal  guardian  or  duly  authorized
attorney-in-fact  will act in the Executive's  stead under this Section 4.02 for
the purposes of submitting the Executive to examinations  and providing any such
authorizations of disclosure.

     4.03 Definition of "Cause." For purposes of this  Agreement,  "Cause" shall
mean: (a) the Executive's  material and persistent failure to perform his duties
and services in accordance  with this  Agreement,  unless such failure is due to
the  Executive's  Disability,  or the  Executive's  material  violation  of this
Agreement or any material  inaccuracy of any  representation  or warranty of the
Executive  contained  herein,  unless,  for  any  such  failure,  violation,  or
inaccuracy  which is capable of being cured,  the Executive  cures such failure,
violation, or inaccuracy within 30 days of the Employer providing written notice
to  the  Executive  of  such  failure,   violation,   or  inaccuracy;   (b)  the
appropriation (or attempted appropriation) of a material business opportunity of
the Employer,  including attempting to secure or securing any personal profit in
connection with any transaction entered into on behalf of the Employer;  (c) the
theft, fraud, or embezzlement of any of the real or personal property,  tangible
or intangible,  of the Employer or any of its Affiliates;  (d) the commission of
an act of fraud upon, or bad faith or willful misconduct toward, the Employer or
any  of  its  Affiliates;   (e)  conduct   constituting   gross   negligence  or
recklessness,  as  determined  by the Employer in its sole  discretion,  that is
materially injurious to the Employer, a customer of the Employer,  or any of the
Employer's Affiliates; or (f) the conviction of or the entering of a guilty plea
with  respect  to, a felony,  the  equivalent  thereof,  or any other crime with
respect to which imprisonment is a possible punishment.

     4.04 Definition of "Good Reason." For the purposes of this  Agreement,  the
phrase "Good Reason" means (i) the Employer's  material breach of this Agreement
and the  Employer's  failure to remedy such breach within 30 days  following the
delivery of written notice of such breach by the Executive to the Employer; (ii)
the  assignment  by the  Employer to the  Executive,  without the prior  written
consent of the Executive,  of  responsibilities or duties that are substantially
different  from the  duties  and  services  set  forth in  Section  1.03 of this
Agreement;  or (iii)  the  relocation  of the  Executive's  office  to an office
located  more than fifty (50) miles from 12750 Merit  Drive,  Park  Central VII,
Suite 770, Dallas, Texas 75251.

     4.05 Effect of Termination of Employment Period; Post-Termination Benefits.
Upon the termination of the Employment Period in accordance with Section 4.01 of
this  Agreement,  the  Executive's  obligation  to  render to the  Employer  the
services  described in Section 1.03 of this Agreement  shall cease (although the
Term shall not  terminate),  and the Employer shall pay the Executive or, in the
event of his death  while  amounts  remain  payable  hereunder,  his  Designated
Beneficiary (as defined in this Section 4.05), if at all, as follows:



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          (a) Termination by the Employer with Cause or by the Executive without
     Good Reason.  If the  Employment  Period is terminated  in accordance  with
     Section 4.01(b)(ii) or Section 4.01(c)(ii) of this Agreement, the Executive
     will be entitled to receive  solely that portion of his Salary,  payable in
     accordance  with the Employer's  normal payroll  practices,  accrued by the
     Executive  as of the  date of the  termination  of the  Employment  Period;
     provided,  however,  that the Executive shall not receive, and shall not be
     entitled to receive, any Salary or Benefits (except for Salary and Benefits
     accrued  prior to the date of the  termination  of the  Employment  Period)
     during the remainder of the  then-current  Term or Extension Term following
     such termination, or thereafter, except as otherwise required in accordance
     with federal or state law or the terms of the plans  governing the benefits
     provided hereunder.

          (b) Termination by the Employer without Cause or by the Executive with
     Good Reason.  If the  Employment  Period is terminated  in accordance  with
     Section 4.01(b)(iii) or Section 4.01(c)(i) of this Agreement,  the Employer
     will pay to the Executive, in accordance with the Employer's normal payroll
     practices,  for a period of one year following the date of the  termination
     of the Employment Period.

          (c) Termination upon Death or Disability.  If the Employment Period is
     terminated in accordance  with Section 4.01(a) or Section  4.01(b)(i),  the
     Employer  will  pay  to  the  disabled  Executive  or  to  the  Executive's
     Designated  Beneficiary,  as the  case  may  be,  in  accordance  with  the
     Employer's  normal payroll  practices,  the customary  installments  of the
     Salary and the  Benefits  that were  provided to the  Executive  during the
     Employment  Period, if applicable,  until the Expiration Date (ii) less the
     amount  of any  insurance  proceeds  collected  or to be  collected  by the
     Executive or his Designated  Beneficiary pursuant to any insurance policies
     for which the  Employer has paid the  premiums.  Following  such date,  the
     Executive or the Executive's  Designated Beneficiary shall have no right to
     receive,  and the Employer  shall have no further  obligation to pay to the
     Executive,  further  monthly  installments  of Salary or Benefits.  For the
     purposes of this Agreement,  the Executive's "Designated Beneficiary" means
     such  individual  beneficiary  or trust,  located  at such  address  as the
     Executive may designate by written notice to the Employer from time to time
     or, if the Executive fails to give written notice to the Employer of such a
     beneficiary,    the   Executive's   estate;   provided,    however,   that,
     notwithstanding  the preceding  sentence,  the Employer  shall have no duty
     under  any  circumstances  to  attempt  to open an  estate on behalf of the
     Executive, to determine whether any beneficiary designated by the Executive
     is alive, to determine the existence of any trust, to determine whether any
     person  or  entity   purporting   to  act  as  the   Executive's   personal
     representative  (or the trustee of a trust established by the Executive) is
     duly authorized to act in that capacity,  or to locate or attempt to locate
     any beneficiary, personal representative, or trustee.

          (d) Accrued  Benefits.  Unless  otherwise  required by this Agreement,
     federal or state law, or the terms of the relevant plans providing Benefits
     hereunder, the Executive's accrual of the Benefits pursuant to Section 2.03
     hereof will cease on the date of the termination of the Employment  Period,
     and the Executive will thereafter be entitled to accrued Benefits  pursuant
     to such plans only as provided in such plans.



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Article 5:      NON-DISCLOSURE COVENANT

     5.01 Confidential  Information Defined. For the purposes of this Article 5,
the phrase "Confidential  Information" means any and all of the following: trade
secrets  concerning the business and affairs of the Employer or its  Affiliates,
product  specifications,  data,  know-how,  formulae,  compositions,  processes,
designs, sketches, photographs, graphs, drawings, samples, inventions and ideas,
past,  current,  and  planned  research  and  development,  current  and planned
distribution  methods and processes,  customer  lists,  current and  anticipated
customer  requirements,  price lists, market studies,  business plans,  computer
software and programs  (including  object code,  machine code, and source code),
computer  software  and  database   technologies,   systems,   structures,   and
architecture  (and  related  formulae,  compositions,  processes,  improvements,
devices,  know-how,  inventions,  discoveries,  concepts,  ideas,  designs,  and
methods); information concerning the business and affairs of the Employer or its
Affiliates   (which  includes   historical   financial   statements,   financial
projections  and budgets,  historical  and  projected  sales,  capital  spending
budgets  and  plans,  the  names and  backgrounds  of key  personnel,  personnel
training techniques and materials,  however  documented);  and notes,  analysis,
compilations,  studies,  summaries,  and other  material  prepared by or for the
Employer or its  Affiliates  containing  or based,  in whole or in part,  on any
information   included  in  the   foregoing.   Notwithstanding   the  foregoing,
Confidential  Information  shall not include any information  that the Executive
demonstrates  was or became  generally  available  to the public other than as a
result of a disclosure of such  information by the Executive or any other person
under a duty to keep such information confidential.

     5.02 Acknowledgment by the Executive.  The Executive  acknowledges that (a)
during the Employment  Period and as part of his employment,  the Executive will
be afforded  access to  Confidential  Information  that the Employer has devoted
substantial  time,  effort,  and  resources to develop and  compile;  (b) public
disclosure of such Confidential  Information would have an adverse effect on the
Employer and its business;  (c) the Employer would not disclose such information
to the  Executive,  nor employ or continue to employ the  Executive  without the
agreements  and covenants set forth in this Article 5; and (d) the provisions of
this  Article 5 are  reasonable  and  necessary  to prevent the  improper use or
disclosure of Confidential Information.

     5.03  Maintaining  Confidential   Information.   In  consideration  of  the
compensation  and  benefits  to be  paid or  provided  to the  Executive  by the
Employer  under this  Agreement  and the  acknowledgments  set forth above,  the
Executive,  during the Employment Period, the Term, and at all times thereafter,
agrees and covenants as follows:

          (a)  Employer  Information.  The  Executive  will  hold  in  strictest
     confidence  the  Confidential  Information  and will not disclose it to any
     Person  (defined  below) except with the specific prior written  consent of
     the Employer or as may be required by court order, law, government agencies
     with which the Employer  deals in the ordinary  course of its business,  or
     except as otherwise expressly permitted by the terms of this Agreement. Any
     trade  secrets of the Employer  will be entitled to all of the  protections
     and benefits  afforded under  applicable  laws. If any information that the
     Employer  deems to be a trade  secret  is  ruled  by a court  of  competent
     jurisdiction not to be a trade secret, such information will, nevertheless,



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     be considered Confidential  Information for purposes of this Agreement. The
     Executive  hereby waives any requirement  that the Employer submit proof of
     the economic  value of any trade  secret or post a bond or other  security.
     The  Executive  will not  remove  from the  Employer's  premises  or record
     (regardless of the media) any  Confidential  Information of the Employer or
     its Affiliates, except to the extent such removal or recording is necessary
     for the performance of the Executive's  duties. The Executive  acknowledges
     and agrees that all  Confidential  Information,  and  physical  embodiments
     thereof,  whether or not  developed  by the  Executive,  are the  exclusive
     property of the Employer or its Affiliates, as the case may be.

          (b)  Third  Party  Information.  The  Executive  recognizes  that  the
     Employer and its  Affiliates  have  received and in the future will receive
     from third parties their confidential or proprietary information subject to
     a duty on their parts to maintain the  confidentiality  of such information
     and to use it only for certain limited purposes.  The Executive agrees that
     he owes the Employer,  its Affiliates,  and such third parties,  during the
     Employment  Period and thereafter,  a duty to hold all such confidential or
     proprietary  information in the strictest confidence and not to disclose it
     to any  Person  (except as  necessary  in  carrying  out his duties for the
     Employer consistent with the Employer's agreement with such third party) or
     to use it for the  benefit of anyone  other than for the  Employer  or such
     third  party  (consistent  with the  Employer's  agreement  with such third
     party)  without the express  written  authorization  of the Employer or its
     Affiliate, as the case may be.

          (c) Returning  Employer  Documents.  The Executive agrees that, at the
     time of the  termination of the Employment  Period,  he will deliver to the
     Employer  (and  will not keep in his  possession  or  deliver  to any other
     Person) any and all devices,  records,  data,  notes,  reports,  proposals,
     lists,  correspondence,  specifications,  drawings,  blueprints,  sketches,
     materials,  equipment, other documents or property, or reproductions of any
     of  the  aforementioned  items  belonging  to  the  Employer  or any of its
     Affiliates,  and their  respective  successors  or assigns,  regardless  of
     whether  such  items are  represented  in  tangible,  electronic,  digital,
     magnetic  or any  other  media.  In the  event  of the  termination  of the
     Employment   Period,   the  Executive   agrees  to  sign  and  deliver  the
     "Termination Certification" attached hereto as Exhibit B.

     5.04  Disputes or  Controversies.  The Executive  recognizes  that should a
dispute or  controversy  arising from or relating to this Agreement be submitted
for  adjudication  to any court or other third party,  the  preservation  of the
secrecy  of  Confidential   Information  may  be  jeopardized.   All  pleadings,
documents,  testimony,  and records  relating to any such  adjudication  will be
maintained in secrecy and will be available for inspection by the Employer,  the
Executive,  and their  respective  attorneys  and  experts,  who will agree,  in
advance and in writing, to receive and maintain all such information in secrecy,
except as may be limited by them in writing.

Article 6:      NON-COMPETITION AND NON-INTERFERENCE

     6.01  Covenants  Regarding  Competitive  Protection.  The  Employer and the
Executive  hereby mutually agree that the nature of the Employer's  business and
the  Executive's  employment  hereunder  are based on the  Employer's  goodwill,



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public perception,  and customer relations.  Therefore,  in consideration of the
acknowledgments  set forth in  Section  5.02  herein  and the  compensation  and
benefits to be paid to the Executive  pursuant to this Agreement,  the Executive
hereby agrees and covenants to each and all of the following:

          (a) Noncompete.  During the Restricted Period (as defined below),  the
     Executive  will not,  directly or indirectly,  in any capacity  whatsoever,
     individually  or on behalf of any other person or entity,  engage or invest
     in,  own,  manage,  operate,   finance,  control,  or  participate  in  the
     ownership, management, operation, financing, or control of, be employed by,
     associated with, or in any manner connected with, lend the Executive's name
     or any similar name to, lend the  Executive's  credit to or render services
     or advice  to,  any  business  engaged  or about to become  engaged  in the
     Business of the Employer, or any of its Affiliates, in the Market Area. For
     purposes  of  this  Agreement,  the  "Business"  of  the  Employer,  or its
     Affiliates, includes all those businesses,  products, and services that are
     presently or hereafter marketed by the Employer, or its Affiliates, or that
     are in the development stage at any time during the Employment  Period; and
     any other  business in which the Employer,  or any of its  Affiliates,  are
     engaged in at any time during the Employment Period.

          (b)  Solicitation  of Customers.  During the  Restricted  Period,  the
     Executive  hereby covenants and agrees that he will not, either directly or
     through  an  Affiliate,  solicit  any  Person  that is a  Current  Customer
     (defined  below) of the Employer or its  Affiliates for purposes of selling
     products  or  services  to such  Person  that are in  competition  with the
     products and services offered or sold by the Employer or its Affiliates.

          (c)  Solicitation  of Employees.  During the  Restricted  Period,  the
     Executive  hereby  agrees  not to  employ,  either  directly  or through an
     Affiliate,  any current  employee of the Employer or its  Affiliates or any
     individual  who was an employee of the  Employer or its  Affiliates  at any
     time during Employment Period, and agrees not to solicit, or contact in any
     manner  that  could  reasonably  be  construed  as a  solicitation,  either
     directly  or through an  Affiliate,  any  employee  of the  Employer or its
     Affiliates  for the  purpose  of  encouraging  such  employee  to  leave or
     terminate his or her employment with the Employer or its Affiliates.

          (d)  Solicitation  of  Vendors.  During  the  Restricted  Period,  the
     Executive  hereby  agrees not to  solicit,  either  directly  or through an
     Affiliate,  a current  vendor or supplier of the Employer or its Affiliates
     for  purposes of  encouraging  such vendor or supplier to cease or diminish
     providing  products or services to the  Employer or its  Affiliates,  or to
     change  adversely  the terms under  which such vendor or supplier  provides
     such products or services to the Employer or its Affiliates.

          (e) Interference.  During the Restricted  Period, the Executive hereby
     agrees not to interfere  with the Employer's  relationship  with any person
     who at the relevant time is an employee, contractor,  supplier, or customer
     of the Employer or its Affiliates.

          (f)  Restricted  Period.  For purposes of this Section 6.01,  the term
     "Restricted  Period" means the duration of the Employment  Period and until
     the later to occur of (i) the date that is 12 months after the  termination
     thereof  or  (ii)  in the  event  that  this  Agreement  is  terminated  in



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     accordance with Section 4.01(b)(ii) or Section 4.01(c)(ii),  the Expiration
     Date of the then-current Term or Extension Term.

          (f) Market Area.  For purposes of this Section 6.01,  the term "Market
     Area" means any state or province in which the  Employer or its  Affiliates
     have provided goods or services within the twelve months prior to the later
     of the last day of the Restricted Period or the Expiration Date.

     6.02 Scope.  The  Executive  acknowledges  and agrees that the  Employer is
engaged in or intends to be engaged in business throughout the United States and
that the  marketplace  for the Employer's  businesses,  products and services is
nationwide, and includes the states listed in Section 6.01(f) of this Agreement,
and thus the geographic area, length and scope of the restrictions  contained in
Section 6.01 are  reasonable  and necessary to protect the  legitimate  business
interests of the Employer.  The duration of the agreements  contained in Section
6.01 shall be extended for the amount of any time of any  violation  thereof and
the time, if greater,  necessary to enforce such provisions or obtain any relief
or damages for such violation through the court system. The Employer may, at any
time on written notice approved by its Board, reduce the geographic area, length
or scope of any  restrictions  contained  in Section 6.01 and,  thereafter,  the
Executive shall comply with the restriction as so reduced, subject to subsequent
reductions.  If any  covenant in Section  6.01 of this  Agreement  is held to be
unreasonable,  arbitrary,  or  against  public  policy,  such  covenant  will be
considered to be divisible with respect to scope, time, and geographic area, and
such lesser scope, time, or geographic area, or all of them, as an arbitrator or
a court of competent jurisdiction may determine to be reasonable, not arbitrary,
and not against  public  policy,  will be effective,  binding,  and  enforceable
against the Executive. In the event of termination of the Executive's employment
with the  Employer  for any  reason,  the  Executive  consents  to the  Employer
communicating  with the Executive's new employer,  any entity in the Business or
through or in connection  with which the Executive is restricted  hereunder,  or
any other party about the restrictions and obligations  imposed on the Executive
under this Agreement.

Article 7:      GENERAL PROVISIONS

     7.01 Injunctive Relief and Additional  Remedy.  The Executive  acknowledges
that the injury that would be  suffered by the  Employer as a result of a breach
of the  provisions of Articles 5 and 6 hereof might be  irreparable  and that an
award  of  monetary  damages  to the  Employer  for  such a  breach  would be an
inadequate remedy.  Consequently,  the Employer will have the right, in addition
to any other  rights it may have,  to obtain  injunctive  relief to restrain any
breach or threatened breach or otherwise to specifically  enforce the provisions
of Articles 5 and 6 hereof.

     7.02 Covenants of Articles 5 and 6 are Essential and Independent Covenants.
The  covenants by the  Executive in Articles 5 and 6 are  essential  elements of
this  Agreement,  and  without  the  Executive's  agreement  to comply with such



                                       9
<PAGE>

covenants,  the Employer  would not have entered into this Agreement or employed
or continued  the  employment of the  Executive.  The Employer and the Executive
have  independently  consulted their respective counsel and have been advised in
all respects concerning the reasonableness and propriety of such covenants, with
specific regard to the nature of the business conducted by the Employer.  If the
Executive's  employment hereunder expires or is terminated,  this Agreement will
continue in full force and effect as is necessary or  appropriate to enforce the
covenants and agreements of the Executive in Articles 5 and 6.

     7.03  Representations  and  Warranties  by  the  Executive.  The  Executive
represents  and warrants to the Employer  that (a) the Executive has never taken
any  action of the types set forth in  Section  4.03(b)  though  (f) and (b) the
execution  and  delivery by the  Executive of this  Agreement  does not, and the
performance by the Executive of the Executive's  obligations hereunder will not,
with or  without  the  giving of notice or the  passage  of time,  or both:  (i)
violate any judgment, writ, injunction,  or order of any court,  arbitrator,  or
governmental  agency applicable to the Executive;  or (ii) conflict with, result
in the  breach of any  provisions  of or the  termination  of, or  constitute  a
default  under,  any agreement to which the Executive is a party or by which the
Executive is or may be bound.

     7.04 Obligations Contingent on Performance. The obligations of the Employer
hereunder, including its obligation to pay the compensation provided for herein,
are contingent upon the Executive's  performance of the Executive's  obligations
hereunder.

     7.05 Binding Effect; Delegation of Duties Prohibited.  This Agreement shall
inure to the benefit of, and shall be binding upon, the parties hereto and their
respective successors, assigns, heirs, and legal representatives,  including any
entity  with  which the  Employer  may merge or  consolidate  or to which all or
substantially  all of  its  assets  may be  transferred.  The  covenants  of the
Executive under this Agreement, being personal, may not be delegated.

     7.06 Notices.  All notices,  consents,  waivers,  and other  communications
under this  Agreement  must be in  writing  and will be deemed to have been duly
given when (a) delivered by hand (with  written  confirmation  of receipt),  (b)
sent by facsimile (with written  confirmation of receipt),  provided that a copy
is mailed by registered mail, return receipt requested,  or (c) when received by
the addressee,  if sent by a nationally  recognized  overnight  delivery service
(receipt  requested)  or, (d) mailed by  registered or certified  mail,  postage
prepaid and return receipt requested,  in each case to the appropriate addresses
and facsimile  numbers set forth below (or to such other addresses and facsimile
numbers as a party may designate by notice to the other parties):

If to Employer:                     MedSolutions, Inc.
                                    12750 Merit Drive
                                    Park Central VII, Suite 770
                                    Dallas, Texas 75251
                                    Attn: Matthew H. Fleeger, President/CEO
                                    Facsimile: (972) 931-2550




                                       10
<PAGE>

With a copy to:                     Fish & Richardson P.C.
                                    5000 Bank One Center
                                    1717 Main Street
                                    Dallas, Texas 75201
                                    Attn: Steven R. Block
                                    Facsimile: (214) 747-2091

If to the Executive:                J. Steven Evans
                                    10512 Napa Valley Dr.
                                    Frisco, TX 75035
                                    Facsimile: (___)___-_________________


With a copy to:                     Cheryl D. Smith
                                    1200 Summit #422
                                    Fort Worth, TX 76102
                                    Facsimile: (817)332-5918

     7.07 Entire  Agreement;  Amendments.  This  Agreement  contains  the entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersedes all prior agreements and understandings, oral or written, between the
parties hereto with respect to the subject matter hereof. This Agreement may not
be amended  orally;  but only by an agreement  in writing  signed by the parties
hereto.

     7.08  Governing  Law;  Venue.  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY AND
CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE  STATE OF TEXAS  WITHOUT  GIVING
EFFECT TO THE CONFLICT OF LAWS RULES OR CHOICE OF LAW RULES  THEREOF.  VENUE FOR
ANY ACTION  BROUGHT  HEREUNDER  SHALL BE PROPER  EXCLUSIVELY  IN DALLAS  COUNTY,
TEXAS.

     7.09  Headings;  Construction.  The headings in this Agreement are provided
for convenience only and will not affect its construction or interpretation. All
references to  "Article,"  "Articles,"  "Section,"  or  "Sections"  refer to the
corresponding Article,  Articles,  Section, or Sections of this Agreement unless
otherwise specified. All words used in this Agreement will be construed to be of
such gender or number as the circumstances require.

     7.10  Severability.  If any provision of this  Agreement is held invalid or
unenforceable by an arbitrator or any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any provision
of this  Agreement  held  invalid or  unenforceable  only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.

     7.11  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

     7.12  Telecopy  Execution  and  Delivery.  A  facsimile,  telecopy or other



                                       11
<PAGE>

reproduction  of this  Agreement may be executed by one or more parties  hereto,
and an executed  copy of this  Agreement may be delivered by one or more parties
hereto by facsimile or similar electronic  transmission device pursuant to which
the signature of or on behalf of such party can be seen,  and such execution and
delivery shall be considered valid,  binding and effective for all purposes.  At
the request of any party hereto, all parties hereto agree to execute an original
of this  Agreement  as well as any  facsimile,  telecopy  or other  reproduction
hereof.

     7.13  Survival of  Obligations.  The  obligations  of the  Employer and the
Executive  under this Agreement which by their nature may require either partial
or total  performance  after  the  expiration  of the Term  shall  survive  such
expiration.

     7.14  Withholding  and Set Off. All payments and benefits  made or provided
under  this  Agreement  shall  be  subject  to  withholding  as  required  under
applicable  law.  The  Employer is further  authorized  to  withhold  and setoff
against any such  payments and benefits any amounts that the  Executive may come
to owe the  Employer,  whether  as a result of any breach of this  Agreement  or
otherwise.

     7.15  Arbitration.  Any  controversy or claim arising out of or relating to
this Agreement, or violation of this Agreement,  shall be settled by arbitration
in  accordance  with the  Rules of the  American  Arbitration  Association,  and
judgment  rendered  by  the  arbitrator  may be  entered  in  any  court  having
jurisdiction  thereover.  The arbitration  shall be conducted in the city of the
Employer's principal executive office at the time such arbitration is initiated,
unless otherwise  agreed by the parties thereto.  The arbitrator shall be deemed
to  possess  the  power to issue  mandatory  orders  and  restraining  orders in
connection  with such  arbitration;  provided,  however,  that  nothing  in this
Section  7.15 shall be  construed as to deny the Employer the right and power to
seek and obtain injunctive  relief in a court of competent  jurisdiction for any
breach or  threatened  breach of the  Employer's  agreements  contained  in this
Agreement.


Article 8:      CERTAIN DEFINITIONS

     For purposes of this Agreement, the following terms shall have the meanings
indicated below:

     "Affiliate"  shall  mean,  as to any  Person,  any  Person  controlled  by,
controlling,  or under common  control  with such Person,  and, in the case of a
Person  who  is an  individual,  a  member  of the  family  of  such  individual
consisting  of  a  spouse,  sibling,  in-law,  lineal  descendant,  or  ancestor
(including by adoption),  and the spouses of any such individuals.  For purposes
of this definition,  "control" (including the terms  "controlling",  "controlled
by" and "under common control with") of a Person means the possession,  directly
or indirectly,  alone or in concert with others, of the power to direct or cause
the direction of the management and policies of such Person, whether through the
ownership of securities, by contract or otherwise, and no Person shall be deemed
in control of another solely by virtue of being a director, officer or holder of
voting  securities  of any  entity.  A Person  shall be  presumed to control any
partnership of which such Person is a general partner.



                                       12
<PAGE>


     "Current  Customer"  shall mean any Person who is currently  utilizing  any
product or service  sold or provided by the  Employer or any of its  Affiliates;
any Person who  utilized  any such  product or service  within the  previous  12
months;  and any  Person  with whom the  Employer  or any of its  Affiliates  is
currently conducting negotiations concerning the utilization of such products or
services.

     "Employment Period" shall mean the period during which the Executive has an
obligation  to  render  to  the  Employer  all or any  portion  of the  services
described in Section 1.03 of this Agreement.  The Employment  Period shall in no
event, however, extend past the Expiration Date.

     "Person" shall have the meaning given in Section  3(a)(9) of the Securities
Exchange Act of 1934, as amended,  as modified and used in Sections 13(d)(3) and
14(d)(2) of such act.







                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       13
<PAGE>



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

                                                     EMPLOYER:

                                                     MEDSOLUTIONS, INC.


                                                     By: /s/ Matthew H. Fleeger
                                                     Name: Matthew H. Fleeger
                                                     Title: President & CEO

                                                     EXECUTIVE:


                                                     /s/ Alan Larosee
                                                         Alan Larosse







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<PAGE>



                                    EXHIBIT A

                         EXECUTIVE TARGET BONUS PROGRAM

     If the Employer's  EBITDA  (defined as the sum of earnings  before interest
     expense,  income  tax  expense,   depreciation  expense,  and  amortization
     expense)  during any fiscal year during the  Employment  Period,  beginning
     with fiscal year 2005,  falls  within any EBITDA  target range as set forth
     below,  the  Executive  shall be granted a bonus (a  "Bonus") in the amount
     which corresponds to such target range as also set forth below. Each Bonus,
     if any,  shall be payable to the Executive in the form of a stock option to
     purchase a number of shares of the Employer's common stock, par value $.001
     (the  "Common  Stock"),  equal to the amount of such  Bonus at an  exercise
     price per share of Common  Stock  equal to the Fair  Market  Value (as such
     term is defined in the  Employer's  2002 Stock Option Plan or any successor
     plan  thereto)  of such  Common  Stock as of the  effective  date that such
     option is granted; provided,  however, that in the event that the Executive
     becomes the owner of equity  securities of the Employer  representing  more
     than 10% of the  total  combined  voting  power of all  classes  of  equity
     securities  of the Employer,  the exercise  price per share of Common Stock
     shall be equal to 110% of the Fair Market  Value of such Common Stock as of
     the effective date that such option is granted.



------------------------------------------------------------------------------
          EBITDA Target Range                    Bonus Amount
------------------------------------------------------------------------------
      At least:          But less than:
------------------------------------------------------------------------------
      $1,000,000           $1,100,000                $
------------------------------------------------------------------------------
      $1,100,000           $1,200,000                $
------------------------------------------------------------------------------
      $1,200,000           $1,300,000                $
------------------------------------------------------------------------------
      $1,300,000           $1,400,000                $
------------------------------------------------------------------------------
      $1,400,000           $1,500,000                $
------------------------------------------------------------------------------
      $1,500,000           $1,600,000                $
------------------------------------------------------------------------------
      $1,600,000           $1,700,000                $
------------------------------------------------------------------------------
      $1,700,000           $1,800,000                $
------------------------------------------------------------------------------
      $1,800,000           $1,900,000                $
------------------------------------------------------------------------------
      $1,900,000           $2,000,000                $
------------------------------------------------------------------------------
      $2,000,000           $2,100,000                $
------------------------------------------------------------------------------
      $2,100,000               NA
------------------------------------------------------------------------------




                                       15
<PAGE>



                                    EXHIBIT B

                            TERMINATION CERTIFICATION

     This is to certify that the  undersigned has complied with all the terms of
the Employment Agreement (the "Employment  Agreement") signed by the undersigned
with  MedSolutions,  Inc., a Texas corporation (the  "Employer").  It is further
certified that the undersigned does not possess,  nor has the undersigned failed
to return to the  Executive  any  Confidential  Information  (as  defined in the
Employment  Agreement).  It  is  further  certified  that  the  undersigned  has
destroyed  all  tangible  copies and have  erased any  electronic,  digital,  or
magnetic  representations  or manifestations  of the foregoing.  The undersigned
further  agrees  that,  in  compliance  with  the  Employment   Agreement,   the
undersigned  will preserve as  confidential  all  Confidential  Information  and
information of third parties as provided in the Employment Agreement.


Date:    ______________________


                                     ___________________________________________
                                     [Name]





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