Exhibit 10.10
                              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 Haywood D. Cochrane, Jr. ("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  Executive  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 Two Hundred Twenty
         Five Thousand ($225,000) 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.


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(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.



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         (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



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         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 the



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         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.


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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/      Shannon Wolcott
    ----------------------------------


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





Employee:         Haywood D. Cochrane, Jr.
          ----------------------------------
                    (print)

/s/ Haywood D. Cochrane, Jr.
-----------------------------
          (signature)





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