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                                                                     EXHIBIT 4.5

                          PEDIATRIX MEDICAL GROUP, INC.
                1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN,
                             As Amended and Restated

1. ADOPTION; PURPOSE

         The Pediatrix Medical Group, Inc. 1996 Employee Non-Qualified Stock
Purchase Plan was adopted on April 1, 1996, and has from time to time been
amended and restated in accordance with its terms (as so amended and restated,
the "Plan").

         The purpose of the Plan is to encourage ownership of Common Stock (as
defined below) by eligible employees of the Pediatrix Medical Group Inc., a
Florida corporation ("Pediatrix") and its subsidiaries and Affiliated
Professional Corporations (as defined below) (collectively with Pediatrix, the
"Company"), thereby enhancing employee interest in the continued success and
progress of the Company.

         The Plan provides Eligible Employees (as defined below) with the
opportunity to invest in Common Stock at a discounted price through payroll
deductions.

2. DEFINITIONS

         For purposes of this Plan, the following terms used in this document
have the meanings as defined below:

         ACCOUNT - a separate account maintained by the Custodian for each
Participant which reflects the number of shares of Common Stock purchased under
the Plan by such Participant.

         AFFILIATED PROFESSIONAL CORPORATIONS - Each of the following companies
related to Pediatrix through long-term management contracts: Pediatrix Medical
Group of Arizona, California, Colorado, Illinois, Kansas, Michigan, New Jersey,
New York, Pennsylvania, Puerto Rico, Virginia, and West Virginia, and any future
business entity related to Pediatrix and which adopts the Plan with the consent
of the Board of Directors of Pediatrix.

         BUSINESS DAY - a day on which there is trading on the New York Stock
Exchange.

         CODE - Internal Revenue Code of 1986, including any amendments.

         COMMITTEE - Compensation Committee of the Board of Directors of
Pediatrix.


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         COMMON STOCK - common stock, par value $.01 per share, of Pediatrix.

         COMPENSATION - the amount of a Participant's base wages, overtime,
commissions, and cash bonuses, before giving effect to any compensation
reductions made in connection with any plans described in Section 401(k) or
Section 125 of the Code.

         CUSTODIAN - Salomon Smith Barney.

         ELIGIBLE EMPLOYEE - an employee of the Company who is eligible to
participate in the Plan in accordance with Section 3 hereof.

         ENTRY DATE - the first Business Day of each Purchase Period.

         EXCHANGE ACT - The Securities Exchange Act of 1934, as amended.

         FAIR MARKET VALUE - the value of a share of Common Stock on any
Business Day shall be the closing price for a share of Common Stock as published
in the New York Stock Exchange listing for such day; in the event that such
prices are not published, the Fair Market Value of a share of Common Stock shall
be determined by the Committee.

         PARTICIPANT - each Eligible Employee who has elected to have amounts
deducted from his or her Compensation to participate in the Employee Stock
Purchase Plan.

         PURCHASE DATE - each September 30 and March 31, or if any such date is
not a Business Day, the first Business Day after the end of each Purchase Period
on which it is administratively possible to do the purchase.

         PURCHASE PERIOD - each of the six-month periods ending on the last day
of September and March (except that the initial Purchase Period was April 1,
1996, to September 30, 1996).

         PURCHASE PRICE - the lesser of (1) the Fair Market Value of a share of
Common Stock on the Entry Date, less 15%, and (2) the Fair Market Value of a
share of Common Stock on the Purchase Date, less 15%.

         SEC - Securities and Exchange Commission or any successor agency.



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3. ELIGIBILITY

         Employees are eligible to participate in the Plan if, at the beginning
of the Purchase Period, the employee is regularly scheduled to work at least 20
hours per week and more than five months per calendar year. No employee shall be
eligible to participate in the Plan if, immediately after the Entry Date, the
employee(or any other person whose stock would be attributed to the employee
pursuant to Section 424(d) of the Code) would own stock and/or hold options to
purchase stock possessing 5% or more of the total combined voting power or value
of all classes of stock of Pediatrix or any parent company or subsidiaries
thereof. Any employee eligible to participate in the Pediatrix Medical Group,
Inc. Amended and Restated Qualified Employee Stock Purchase Plan is not eligible
to participate in the Plan.

4. PARTICIPATION

         Participation in the Plan is voluntary. An eligible employee may elect
to participate by completing an enrollment form and returning it to the Human
Resources Department. The payroll deductions will start at the beginning of the
next Purchase Period. The completed enrollment form must be received by Human
Resources no later than 15 days prior to the beginning of a Purchase Period.

         Purchase Periods begin on April 1 and October 1 of each year so long as
the Plan remains in effect. Once an employee enrolls, he/she will automatically
continue participation in subsequent Purchase Periods on the same basis, unless
he/she elects to change deduction amounts, withdraw, or becomes ineligible.

5. COMMON STOCK AVAILABLE UNDER THE PLAN

         Subject to any adjustment described in this Section 5, the maximum
number of shares of Common Stock which may be purchased under the Plan is
750,000. In the event of any stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, combination, exchange of shares,
liquidation, spin-off or other similar change in capitalization or event, or any
distribution to holders of shares of Common Stock other than a regular cash
dividend, the maximum number and class of shares of Common Stock that may be
purchased by any Participant during any Purchase Period, and the purchase price
per share of Common Stock shall be appropriately adjusted by the Committee. The
decision of the Committee regarding any such adjustment shall be final, binding
and conclusive. If any such adjustment would result in a fractional security
being available under this Plan, such fractional security shall be disregarded.



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         Common Stock sold hereunder may be purchased for Participants in the
open market (or an exchange or in negotiated transactions) or may be previously
acquired treasury shares, authorized and unissued shares, or any combination of
shares purchased in the open market, previously acquired treasury shares or
authorized and unissued shares.

6. PURCHASES OF COMMON STOCK

         On the Purchase Date for each Purchase Period, whole and fractional
shares will be purchased for each Participant with the accumulated Participant
payroll deductions. The Purchase Price is the lesser of 85% of the Fair Market
Value of a share of Common Stock on the Entry Date, or 85% of the Fair Market
Value of a share of Common Stock on the Purchase Date of the Purchase Period.
Additionally, commission charges relating to the purchase of Common Stock under
the Plan will be paid by Pediatrix.

7. INVESTING IN THE PLAN

         Plan elections for payroll deductions must be in whole percentages or
specific dollar amounts. The minimum percent is 1% of Compensation per pay
period.

         If a Participant elects a specific dollar amount, the minimum is $25.00
per month. Please see Section 8 hereof for limitations on purchases.

         Payroll deductions are accumulated in non-interest bearing accounts
until each Purchase Date.

8. LIMITATION ON PURCHASES

         The Fair Market Value of Common Stock that a Participant has the right
to purchase under the Plan, and any employee stock purchase plan of Pediatrix or
any parent company or subsidiaries thereof, cannot exceed $25,000, less the 15%
discount, or $21,250, in one calendar year. This limitation is based on
calculating the Fair Market Value at the beginning of each Purchase Period or at
the time such option is granted under any such other employee stock purchase
plan. The number of shares of Common Stock that may be purchased by any Eligible
Employee during any Purchase Period shall not exceed the whole number of shares
determined by dividing $25,000 by the Fair Market Value of a share of Common
Stock on the first day of the Purchase Period.


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9. CHANGING PAYROLL DEDUCTIONS

         A Participant's elected payroll deduction may be increased or decreased
effective with the next Purchase Period. The form must be received by Human
Resources no later than 15 days prior to the next Purchase Period. Changes will
not become effective during a Purchase Period.

         Participants may, however, cease deductions during a Purchase Period.
If a Participant ceases deductions during a Purchase Period the deductions
already taken will be refunded to the Participant as soon as practicable. The
Participant would not be eligible to participate again until the second Purchase
Period after the one in which he/she withdrew. In order to rejoin the Plan, a
new enrollment form must be submitted.

10. RIGHTS AS A STOCKHOLDER

         From the initial Purchase Date of shares of Common Stock, and
thereafter (unless and until the Participant sells the Common Stock), the
Participant shall have all the rights and privileges of a stockholder of
Pediatrix with respect to the shares of Common Stock purchased by the
Participant.

         Proxy information will be provided for each stockholders meeting, so
that each Participant may have his/her full and fractional shares voted
according to their instructions.

11. ACCOUNTS

         Salomon Smith Barney has been appointed Custodian for the Plan. The
Custodian will maintain an Account for each Participant. As shares of Common
Stock are purchased at the end of each Purchase Period, each Participant's full
and fractional shares will be held in his/her Account.

         Participants will receive an Account Statement, as soon as
administratively possible after the end of each calendar quarter, which will
include the number of full and fractional shares purchased for the Participant
at the end of each Purchase Period, the total number of shares owned by the
Participant under the Plan, the cost per share, and the current value of shares
held.

12. NOTICE OF DISPOSITION OF COMMON STOCK

         Each Participant agrees, by his/her participation in the Plan, to
promptly notify Pediatrix in writing of any disposition of any Common Stock
purchased under the Plan occurring within two years after the Entry Date of the
Purchase Period in which such Common Stock was purchased.



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13. NO TRANSFER OF RIGHTS

         The rights granted under the Plan may not be assigned or transferred
under any circumstances.

14. ADMINISTRATION

         The Plan is administered by the Compensation Committee of the Board of
Directors of Pediatrix. The Committee has the authority to interpret the Plan
and to establish rules and regulations for its administration, and the decisions
and interpretations of the Plan by the Committee shall be final, conclusive and
binding upon all Participants. The Committee has the authority to delegate the
day-to-day administration of the Plan.

15. SELLING STOCK

         Although the Plan is intended to provide Participants with an ownership
interest in the Company as an investment, Participants may sell shares of Common
Stock purchased under the Plan by contacting Salomon Smith Barney at
800-367-4777 or going on-line at wwww.benefitaccess.com. Additionally,
Participants will be responsible for a per share commission fee related to the
sale of their stock.

         # SHARES SOLD:                     COMMISSION PER SHARE:**
         -------------                      --------------------
         1 - 1,000                          $0.10
         1,001 - 5,000                      $0.08
         5,001 +                            $0.06

         **Subject to a $25.00 minimum, plus a $5.00 service fee and prevailing
SEC fee.

Other fees in addition to those above may also apply:

         SERVICE:                           FEE:
         -------                            ---
         Wiring                             $25.00 per request
         Certificate                        $15.00 per request
         Overnight Delivery                 $15.00 per US delivery

         Restrictions may apply to the resale of shares of Common Stock by
certain officers, and those having similar responsibilities, who are subject to
the insider reporting and short-swing profit rules of the SEC.



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16. SHAREHOLDER APPROVAL

         To the extent necessary to comply with Rule 16b-3 of the Exchange Act
or other applicable law, the Committee shall obtain approval of the shareholders
of Pediatrix of any Plan amendment in such a manner and to such a degree as
required thereunder.

17. AMENDMENTS

         The Committee may at any time, or from time to time, amend the Plan in
any respect, except that, without approval of the shareholders of Pediatrix, no
amendment may be made (a) increasing the number of shares which may be purchased
under the Plan (other than provided in Section 5 herein), (b) materially
increasing the benefits accruing to Participants, or (c) materially modifying
the requirements as to eligibility for participation in the Plan.

18. TERMINATION OF THE PLAN

         The Plan and all rights hereunder shall terminate on the earliest of:
(a) the date on which the maximum number of shares of Common Stock available for
purchase under the Plan has been purchased; (b) the termination of the Plan by
the Committee; and (c) the effective date of any consolidation or merger in
which Pediatrix is not the surviving entity, any exchange or conversion of
outstanding shares of Pediatrix for or into securities of another entity or
other consideration, or any complete liquidation of Pediatrix.

         Any such termination shall not impair any rights that under the Plan
shall have vested on or prior to the date of such termination. If at any time
the number of shares of Common Stock remaining available for purchase under the
Plan is not sufficient to satisfy all then-outstanding purchase rights, the
Committee may determine an equitable basis of apportioning available shares of
Common Stock among Participants.

         Upon termination of the Plan, any payroll deductions that have not been
used to purchase Common Stock, certificates for the number of full shares of
Common Stock in the Participant's Account and the cash equivalent for any
fractional shares in the Participant's Account shall be delivered by the
Custodian to the Participant or his/her legal representative as soon as
practicable following such termination. Such cash equivalent shall be determined
by multiplying the fractional share by the Fair Market Value of a share of
Common Stock on the day immediately preceding such termination of the Plan.




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19. LAWS AND REGULATIONS

         Notwithstanding any other provision of the Plan, the rights of
Participants to purchase Common Stock hereunder shall be subject to compliance
with all applicable Federal, state, and foreign laws, rules and regulations and
the rules of each stock exchange upon which the Common Stock is from time to
time listed.

         The Plan and purchase of Common Stock hereunder shall be subject to
additional rules and regulations, not inconsistent with the Plan, that may be
promulgated from time to time by the Committee regarding purchases and sales of
Common Stock.

20. PARTICIPANT RETIREMENT, TERMINATION OR DEATH

         In the event of the Participant's retirement, termination of employment
or death, any payroll deductions that have not been used to purchase Common
Stock will be refunded to the Participant or to the Participant's beneficiary
designated on the Participant's enrollment form. Certificates for the number of
full shares of Common Stock and the cash equivalent of any fractional shares
held in the Participant's Account will be distributed in accordance with the
Participant's instructions, or in the case of the Participant's death, in
accordance with the instructions of the beneficiary designated on the
Participant's enrollment form. Such cash equivalent shall be determined by
multiplying the fractional share by the Fair Market Value of a share of Common
Stock on the day immediately preceding the effective date of such Participant's
retirement, termination of employment or death.

         In the event that the Participant has not designated a beneficiary on
the Participant's enrollment form, any cash and certificates for shares of
Common Stock will be delivered to the Participant's estate.

21. EMPLOYMENT

         The Plan shall not confer any rights of continued employment upon any
employee of the Company.




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22. ADDITIONAL RESTRICTIONS OF RULE 16b-3

         Persons subject to Section 16 of the Exchange Act shall comply with the
applicable provisions of Rule 16b-3 of the Exchange Act or any successor
provision. This Plan shall be deemed to contain such additional conditions and
restrictions as may be required by Rule 16b-3 to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to Plan transactions.
In the event that Rule 16b-3 provides specific requirements for the
administrators of plans of this type, the Plan shall only be administered by
such body and in such a manner as to comply with the applicable requirements of
Rule 16b-3. Unless permitted by Rule 16b-3 , no discretion concerning decisions
regarding the Plan shall be afforded to any Committee or person that is not
"disinterested" as that term is used in Rule 16b-3.

23. MERGER OR OTHER CORPORATE CHANGE

         In the event of a merger or other transaction involving Pediatrix in
which shares of Common Stock are exchanged for stock, securities, cash or other
property, each option under the Plan shall be assumed or an equivalent option
shall be substituted by the successor corporation in such transaction, or a
parent or subsidiary of such successor corporation. The Board of Directors of
Pediatrix may elect, however, in the exercise of its sole discretion and in lieu
of such assumption or substitution, to shorten the Purchase Period then in
effect by establishing a new purchase date or to cancel the Purchase Period,
refund all amounts credited to each Participant's Account and thereafter
terminate the Plan. If the Board of Directors of Pediatrix shortens the Purchase
Period then in effect, Pediatrix shall make its best efforts to notify each
Participant of such change at least 10 business days prior to the new purchase
date, and allow Participants to elect to receive the cash credited to their
Accounts.




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