Exhibit 10.9
                              EMPLOYMENT AGREEMENT
                              --------------------

THIS  AGREEMENT,  dated  effective  as of  January 1,  2000,  is by and  between
Meridian  Occupational   Healthcare   Associates,   Inc.,  a  Delaware  business
corporation ("Employer"), and Shannon Wolcott Farrington ("Employee").

1.       EMPLOYMENT.  Employer  hereby  employs  Employee  and  Employee  hereby
         accepts  employment  with  Employer upon the terms and  conditions  set
         forth in this Agreement.

2.       TERM. The term of this Agreement  shall commence as of the date hereof,
         and shall  continue for a period of two (2) years (the  "Term")  unless
         sooner terminated  pursuant to Paragraph 6 hereof. This Agreement shall
         be  automatically  renewed for one (1) year periods unless at least one
         hundred  eighty  (180)  days  before  the  second  and  all  subsequent
         anniversary  dates of this  Agreement  either  party  gives  notice  in
         writing to the other of its election not to extend the Term.

3.       DUTIES.  Employee  shall  serve as Chief  Financial  Officer.  Employee
         agrees to devote his/her entire working time, energy and skills, and to
         the best of his/her ability, carry out the duties and responsibilities,
         commensurate with the foregoing title, reasonably requested of him/her.
         Notwithstanding the foregoing,  Employee shall be permitted to continue
         non-competitive   outside  business   activities  such  as  service  on
         charitable boards, corporate boards and volunteer activities,  approved
         by the Board of Directors,  its Compensation Committee or an authorized
         officer.   The  employee's   services  shall  be  based  in  Nashville,
         Tennessee, although reasonable business travel may be required.

4.       COMPENSATION

         (a) Annual Salary. Employee shall receive a salary of One Hundred Fifty
         Thousand  ($150,000)  per year  ("Annual  Salary"),  payable in regular
         installments  at  such  time  and in such  manner  as  other  executive
         employees of  Employer,  but no more  frequently  than  bi-weekly.  The
         Annual  Salary  will be  reviewed  by  Employer  for  potential  upward
         adjustment at least once  annually.  Compensation  adjustments  will be
         based on the  results of a  performance  appraisal  due  annually.  Any
         determination to increase Employee's Annual Salary shall be in the sole
         discretion of the Board, its Compensation  Committee,  or an authorized
         officer.  Downward  adjustment of Annual Salary may entitle Employee to
         terminate  for  Good  Reason  to the  extent  provided,  and  with  the
         consequences described, in Section 6.

         (b)  Bonuses.  Employer  may pay bonuses to Employee  from time to time
         during the term of this  Agreement.  Not less than once each year,  the
         Board of Directors, its Compensation Committee or an authorized officer
         will  review  whether  to pay  Employee  a bonus  based upon his or her
         performance during the applicable year, as well as Employer's financial
         performance and condition.  Payment of any such bonuses shall be in the
         sole  and  absolute   discretion  of  the  Board  of   Directors,   its
         Compensation  Committee or an authorized  officer;  provided that it is
         intended that Employee shall  participate in any bonus pool  maintained
         by Employer for executive employees.




<PAGE>


         (c)  Commissions.  No commissions will be paid to Employee with respect
         to any contracts  entered into by Employer,  any affiliate of Employer,
         or otherwise.

5.       FRINGE BENEFITS

         (a) General.  During the term hereof,  Employee  shall  receive  fringe
         benefits including health,  life and disability  insurance,  pension or
         retirement  plan  participation,  to the extent  provided to  executive
         officers of Employer generally.

         (b) Vacation.  Employee  shall be entitled to receive paid time off for
         vacation and/or sick days in an annual amount not less than the greater
         of four  weeks  per year or the  amount  provided  for  Employee  under
         Employer's  PTO  policy  as of the  effective  date of this  Agreement.
         Employee shall, in his or her reasonable discretion with the reasonable
         approval of the Board,  its  Compensation  Committee,  or an authorized
         officer, and subject to the general policies and practices of Employer,
         determine the time and intervals of such vacation.  Notwithstanding the
         first  sentence  of this  paragraph,  any paid  vacation  that has been
         accrued  but not used as of  December  31 of any year shall be deducted
         from the maximum  amount that may accrue during the following  year, so
         that at no time will any  Employee  have  accrued more than the maximum
         amount set forth in the first sentence of this  paragraph,  unless such
         continued accrual is approved by the Board, its Compensation Committee,
         or an authorized officer.

         (c) Reimbursement  for Reasonable  Business  Expenses.  Employer shall,
         within its general policies and practices (including without limitation
         the requirement of reasonable  documentation),  reimburse  Employee for
         reasonable  business expenses incurred by him or her in connection with
         the performance of her duties  pursuant to this  Agreement,  including,
         but not limited  to,  travel  expenses  and other  reasonable  business
         expenses.

6.       TERMINATION

         (a) Death.  If Employee shall die during the Term, this Agreement shall
         terminate,  except  that  Employee's  legal  representatives  shall  be
         entitled  to receive  the  Annual  Salary  and any  accrued  but unused
         vacation  pay to the last day of the  month in which  Employee's  death
         occurs.

         (b)  Disability.  If  Employee  shall  suffer  permanent  or long  term
         disability during the Term, this Agreement shall terminate, except that
         Employee shall be entitled to receive the Annual Salary and any accrued
         but unused vacation pay to the earlier of (a) the last day of the month
         in which Employee first becomes  eligible for  reimbursement  under any
         long term disability  insurance  policy then maintained by the Employer
         for the benefit of Employee (the "Insurance  Policy"),  or (b) 180 days
         following  the  occurrence of such  permanent or long term  disability.
         Permanent or long term  disability  shall be defined in the same manner
         as under the  Insurance  Policy,  if any,  or, if no  Insurance  Policy
         exists,  shall mean such  disability  as shall  prevent  Employee  from
         performing  his or her  duties  hereunder  for a period in excess of 90
         days.



                                       2
<PAGE>


         (c) Other Early Termination. Notwithstanding any other provision herein
         to the contrary, Employer may terminate Employee's employment hereunder
         with cause or without  cause by written  notice to Employee at any time
         specifying the date of  termination.  If Employer  terminates  Employee
         without cause or if Employee terminates his or her employment hereunder
         with Good  Reason as  defined  below,  Employee  shall be  entitled  to
         receive and Employer  shall be obligated to pay, as  severance:  (i) an
         amount equal to twelve (12) months of  Employee's  then current  Annual
         Salary payable in monthly installments; (ii) continuation at Employer's
         expense for twelve (12) months of group  health  insurance.  Employee's
         employment  by  Employer  shall be deemed to have been  terminated  for
         cause if  terminated  for any of the following  reasons,  each of which
         shall  be  "cause"  for  termination  of  Employee's  employment:   (i)
         Employee's willful failure to comply with this Agreement or perform his
         or her duties hereunder in any material respect, provided that Employee
         shall have been given ten days'  written  notice of such failure and an
         opportunity to cure; or (ii) Employee's commission of a material act of
         dishonesty related to performance of his or her duties or to Employer's
         affairs,  or an act of fraud,  embezzlement  or any crime  classed as a
         felony  under  applicable  law..   Employee  will  be  deemed  to  have
         terminated  his or her  employment  hereunder with Good Reason if he or
         she terminates his or her employment within thirty (30) days after: (i)
         a  diminution  in  Employee's  Annual  Salary of more than five percent
         (5%);  (ii)  Employee's  relocation by Employer to a place of work more
         than thirty (30) miles from Employee's previous place of work, or (iii)
         a material diminution,  without Employee's consent, in Employee's title
         or responsibilities as compared to those described in Section 3.

7.       RESTRICTIVE COVENANTS

         (a)  Confidentiality.  Employee agrees to keep secret and retain in the
         strictest confidence, all confidential matters of Employer,  including,
         without limitation, trade secrets, "know-how", provider lists, customer
         lists,  pricing  policies,  utilization  review and quality  management
         protocols,  operational methods and other business affairs and plans of
         Employer and its affiliates and subsidiaries,  and not to disclose such
         information to anyone outside of the Employer,  except in the course of
         performing  his or her  duties  hereunder  or with  Employer's  express
         written consent.  Upon  termination of employment with Employer,  or at
         any time the  Employer  may so  request,  Employee  agrees  to  deliver
         promptly to the Employer all memoranda,  notes,  records,  manuals, and
         other  documents  (and all copies  hereof)  relating to the  Employer's
         business and all property associated therewith, which Employee may then
         possess or have under his or her control.

         (b)  Non-Competition.  Employee  agrees that during the Term, and for a
         period of six (6) months after  termination  or  expiration of the Term
         for any  reason,  Employee  shall  not  serve as  proprietor,  partner,
         employee,  stockholder,  principal,  agent,  consultant,  director,  or
         officer,  or in  any  other  capacity  participate,  engage  or  have a
         financial  or  other  interest  in,  any  business  which  is a  Direct
         Competitor  of Employer.  The term "Direct  Competitor"  as used herein
         shall  mean any person or entity  which is  engaged  in, or is about to
         become  engaged  in,  the  development  or  operation  of an  entity or
         business  similar to Employer,  or which provides  services  similar to
         those offered by Employer in any state in which  Employer or any of its
         subsidiaries  or affiliates  conducts  business  activities or plans to
         conduct  business  activities as described  above during the Term or at
         the time of the


                                       3
<PAGE>


         termination  thereof.  This paragraph shall not preclude  Employee from
         accepting   employment  or  otherwise   establishing  a  consulting  or
         financial   relationship  with  a  health   maintenance   organization,
         insurance company or other third party payer of health benefits so long
         as  Employee  is  not  involved  in  the  management,  development,  or
         operation  of  occupational   health  or  primary  care  facilities  or
         programs,  or other lines of  business in which  Employer is engaged at
         the  time  of  termination  of  Employee's  employment  hereunder.  For
         purposes of this Paragraph,  the ownership of an interest  constituting
         not more than one percent (1%) of the  outstanding  debt or equity in a
         corporation  whose shares are traded in a recognized  stock exchange or
         traded in an  over-the-counter  market, even though the corporation may
         be a Direct  Competitor,  shall not be  deemed  financial  interest  or
         participation in a Direct Competitor.

         (c) Non-Solicitation. Employee agrees that for a period of one (1) year
         beginning on the date of  termination  of  Employee's  employment  with
         Employer,  for any reason,  he or she shall not directly or indirectly,
         either  individually or as an employee,  agent,  partner,  shareholder,
         consultant or in any other capacity:  (i) solicit or attempt to solicit
         or  influence  any  employee  of  Employer  or  employee  or  physician
         independent  contractor of any affiliate or subsidiary of Employer,  or
         successor or assign thereof, to perform any services whatsoever for any
         business which is a Direct Competitor;  or (ii) call upon any person or
         entities  having  business   relationships  with  Employer  or  any  of
         Employer's  affiliates  or  subsidiaries,  or any  successor  or assign
         thereof, with a view to inducing such person or entities to cease doing
         business  with  Employer,  its  affiliates  or  subsidiaries,   or  any
         successor or assign thereof.

         (d) Remedies.  If the Employee commits a breach, or threatens to commit
         a breach,  of any of the  provisions  of this  Paragraph 7,  Employer's
         rights  and  remedies  shall  include,  but are  not  limited  to,  the
         following:

                  (i) the  right  and  remedy  to have  the  provisions  of this
                  Agreement  specifically  enforced  by any  court of  competent
                  jurisdiction,  it being  acknowledged  that any such breach or
                  threatened  breach  shall  cause  irreparable  injury  to  the
                  Employer, and that money damages shall not provide an adequate
                  remedy to Employer; and

                  (ii) the right and remedy to require  Employee  to account for
                  any  and pay  over  to  Employer  all  compensation,  profits,
                  monies, accruals, or other benefits derived or received by him
                  or her as a result of any  transactions  constituting a breach
                  of any of the provisions of this Paragraph 7, and the Employee
                  hereby  agrees to  account  for and pay over such  amounts  to
                  Employer.

                  Each of the  rights and  remedies  enumerated  above  shall be
                  independent  of the other and shall be severally  enforceable,
                  and all such rights and remedies  shall be in addition to, and
                  not in lieu of, any other  rights and  remedies  available  to
                  Employer under law or in equity.

         (e) Construction.  If any of the covenants  contained in this Paragraph
         7, or any  part  thereof,  hereafter  is  construed  to be  invalid  or
         unenforceable,  the same shall not affect the remainder of the covenant
         or covenants,  which shall be given full effect,  without regard to


                                       4
<PAGE>


         the  invalid  portions.  If any  of the  covenants  contained  in  this
         Paragraph 7, or any part thereof,  is held to be unenforceable  because
         of the duration of such  provision or the areas  covered  thereby,  the
         parties agree that the court making such  determination  shall have the
         power to reduce the duration and/or the area of such provision, and, in
         its reduced form, said provision shall then be enforceable.

8.       WAIVER.  The  failure  of either  party to  insist,  in any one or more
         instances,  upon the  performance  of the terms or  conditions  of this
         Agreement shall not be construed as a waiver or  relinquishment  of any
         right granted hereunder or of the future  performance of any such term,
         covenant, or condition.

9.       INDEMNIFICATION.   Employer  hereby   indemnifies  and  holds  harmless
         Employee from any and all liability,  loss, damage, claim or expense of
         any  kind  incurred  by  Employee,   including   costs  and  reasonable
         attorney's  fees,  arising  from or  related to  Employee's  good faith
         performance of his or her duties  hereunder.  The  indemnifications  of
         this Paragraph 9 shall survive the termination of this Agreement.

10.      NOTICES.  All  notices,  requests,  demands  and  other  communications
         hereunder shall be in writing and shall be delivered personally,  or by
         overnight delivery  services,  or sent by registered or certified mail,
         return  receipt  requested,  first-class  postage  prepaid and properly
         addressed as follows:

         If to Employer:  Meridian Occupational Healthcare Associates, Inc.
                          20 Burton Hills Boulevard - Suite 200
                          Nashville, TN  37215
                          Attn:  Human Resources Director


         If to Employee:   __________________________________

                           __________________________________

                           __________________________________

11.      AMENDMENT.  This  Agreement  may be  amended  only by an  agreement  in
         writing signed by the Employer and Employee.

12.      GOVERNING  LAW.  This  Agreement  shall be governed by and construed in
         accordance with the laws of the State of Delaware.

13.      ASSIGNMENT;  SUCCESSORS  AND  ASSIGNS.  The rights and  obligations  of
         Employee may not be delegated or assigned  except as  specifically  set
         forth  in  this   Agreement,   and  except  for  normal  and  customary
         delegations of responsibilities to subordinate officers or employees of
         Employer. This Agreement shall be binding upon and inure to the benefit
         of and shall be enforceable  by employer and its respective  successors
         and assigns,  and employee,  his or her heirs,  beneficiaries and legal
         representatives.


                                       5
<PAGE>


14.      ENTIRE AGREEMENT.  This Agreement  contains the entire Agreement of the
         parties  with  respect to  Employee's  employment  by Employer and this
         Agreement supersedes any prior Agreements between them, whether oral or
         written.

         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
         effective as of January 1, 2000.


MERIDIAN OCCUPATIONAL HEALTHCARE ASSOCIATES, INC.


By: /s/ Haywood D. Cochrane, Jr.
    ----------------------------

Date:        1-20-2000
      --------------------------





Employee:    Shannon Wolcott
    ----------------------------
              (print)

         /s/ Shannon Wolcott
    ----------------------------
              (signature)




                                       6