Unassociated Document


    
      
        

        

      

      EXHIBIT
10.15

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      EMPLOYMENT
AGREEMENT

      BETWEEN

      PHYHEALTH
CORPORATION

      AND

      FIDEL
RODRIGUEZ, EFFECTIVE ON DATE OF SPINOFF

       

       

       

       

       

       

       

       

       

       

       

       

       


      
        
           


        

        
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      Employment
Agreement

      


      This
Employment Agreement (this “Agreement”) is made as of November 30, 2009 by and
between Phyhealth Corporation (“Phyhealth”) (the “Corporation”), a Delaware
corporation, and Fidel R. Rodriguez (the “Executive”).

      


      Recitals

      


      WHEREAS,
the Corporation is duly organized and validly existing as a corporation in good
standing under the laws of the State of Delaware.  The Corporation is
engaged in the business of developing and operating fully integrated,
community-based health plans in partnership with physicians. Phyhealth Plans are
Health Maintenance Organizations (“HMO”) and physician networks that are
designed to deliver high quality, affordable healthcare in selected
communities.

      


      The
Corporation’s business model integrates all aspects of the delivery and
financing of healthcare, including providing medical professional liability
insurance through Physhield Insurance Exchange (“Physhield”), Phyhealth’s
exclusive risk retention group. Physhield is managed by Phyhealth Underwriters,
Inc., (“Underwriters”) a subsidiary of Phyhealth. The Corporation may also
engage in other related and affiliated businesses.

      


      WHEREAS,
the Corporation has determined that it is in the best interests of management
effectiveness for the Corporation to enter into an agreement with its Vice
President, Chief Operations Officer and Corporate Director.

      


      WHEREAS,
in order to satisfy management continuity concerns of the Corporation’s
stockholders, lenders, financial promoters, and physician participants, a
long-term employment contract with the Executive is critical to the
Corporation.

      


      WHEREAS,
the Executive has specialized expertise in the healthcare industry in which the
Corporation is engaged and has diligently worked in pre-incorporation and
incorporating phases as a founder of the Corporation.  Executive has
devoted considerable time, effort and resource, which has been invaluable to the
creation and initial operations of the Corporation, foregoing other
opportunities available to him.  The Corporation finds the corporate
management experience and healthcare financing knowledge of the Executive to be
essential to the success of the Corporation.

      


      WHEREAS,
the Corporation desires to engage the Executive, and the Executive desires to be
so engaged, on the terms and conditions set forth below.

      


      Agreement

      


      Now
therefore, in consideration of the Recitals, which shall be deemed to be a
substantive part of this Agreement, and the mutual covenants, promises,
agreements, representations, hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby covenant, promise, agree, represent and warrant as
follows:

       

      
        
          
          

        

        
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                1.  

              	
                Employment.

              


      

      


      
        	
                1.1.  

              	
                The
      Corporation hereby employs the Executive in the position of Vice
      President, Chief Operations Officer and Corporate Director for the
      Corporation and to render services for and on behalf of the Corporation in
      that position, and the Executive shall render such other and further
      services for and on behalf of the Corporation as may be assigned
      reasonably, from time-to-time, to the Executive by the President, Chief
      Executive Officer and Chairman of the Board of Directors of the
      Corporation (the “Services”).  The Executive hereby accepts such
      employment with the Corporation and agrees to render the Services for and
      on behalf of the Corporation on the terms and conditions set forth in this
      Agreement.  During the term of this Agreement, the Executive
      shall report directly to the Chief Executive Officer of the Corporation
      (CEO).  The power to direct, control and supervise the Services
      to be performed, the means and manner of performing the Services and the
      time for performing the Services shall be exercised by the CEO, provided,
      however, that the CEO and the Board of Directors shall not impose any
      employment constraints or duties which would require the Executive to
      violate any law, statute, ordinance, rule or regulation now or hereinafter
      in effect.

              


      

      


      
        	
                1.2.  

              	
                The base salary compensation for the Executive shall be $120,000 per
      year, payable in regular installments in accordance with the Corporation’s
      general payroll practices. The Executive’s base salary compensation will
      be increased to $200,000 per year, payable in regular installments as
      above, effective on January 1st of the year following the fiscal year in
      which the Corporation either receives $4,000,000 in annualized revenue
      or  the date the Corporation has raised a total of $8,000,000 in
      equity, excluding capital raised exclusively to fund the required
      regulatory capital surplus of a Phyhealth Plan HMO and capital raised
      prior to the signing of this Agreement (the “Triggering Event”). The
      Executive’s base compensation shall be further increased to $400,000 per
      year, payable in regular installments as above, effective on January 1st
      of the year following the fiscal year in which the Corporation’s Earnings
      Before Interest, Taxes,
      Depreciation and Amortization (EBITDA) and before any costs, expenses or
      amounts paid by Corporation with respect to mergers, acquisitions or
      related transactions and before any other expenses outside the ordinary
      course of business, by way of example and not limitation, regulatory or
      legal settlements, fines, penalties, extraordinary purchases or other
      payments, are greater than $8,000,000. Subsequently, the
      Executive’s base compensation shall be increased each year effective
      January 1st by the Compensation Committee of the Corporation’s Board of
      Directors, as shall be determined by the Compensation Committee; however,
      the compensation may not be reduced below the compensation paid (excluding
      bonus) in the previous year without the mutual written consent of the
      Executive, unless there are not funds in the Corporation available to pay
      such amounts.

              


      

       

      
        
          
          

        

        
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                1.3.  

              	
                In addition to the base salary compensation, the Executive shall
      receive annual incentive bonus compensation equal to: (i) .20% of annual
      Gross Revenues (GR) plus (ii) .20% of the annual growth in Gross Revenues
      (Bonus Year Gross Revenues less Prior Year Gross Revenues); plus (iii)
      3.75% of Net Income (NI).  Net Income (NI) for purposes of this
      Subsection 1.3 shall mean the equivalent of Earnings Before Interest,
      Taxes, Depreciation and Amortization (EBITDA) and before any costs,
      expenses or amounts paid by the Corporation with respect to mergers,
      acquisitions or related transactions and before any other expenses outside
      the ordinary course of business, by way of example and not limitation,
      regulatory or legal settlements, fines, penalties, extraordinary purchases
      or other payments. The formula for calculation of the annual incentive
      bonus is:  .002GR + .002(Bonus Year GR less Prior Year GR) +
      .0375NI where GR and NI are greater than or equal to zero. The annual
      incentive bonus will be calculated based on the audited consolidated
      financial results of the Corporation, its subsidiaries, affiliates and
      joint ventures, excluding the income or loss of any entity accrued prior
      to the date it became a subsidiary, affiliate or joint venture or is
      merged into or consolidated with the Corporation as of December 31st of
      each year (or end of other fiscal year, if different than the calendar
      year).  The Executive’s incentive bonus is considered earned the
      earlier of December 31st of the bonus year or the Executive’s termination
      date, and shall be paid within fifteen (15) days of receipt by the
      Corporation of its prior year audited financial
      statements.   The Corporation may at its option pay the
      annual incentive bonus compensation to the Executive either in cash or in
      restricted common stock of the Corporation, except that the Corporation
      shall pay to the Executive the minimum amount in cash equal to an estimate
      of the applicable federal and state taxes owed by the Executive based on
      the total amount of the bonus.

              


      

      


      
        	
                1.4.  

              	
                The
      Executive shall be reimbursed by Corporation for all reasonable business,
      promotional, travel and entertainment expenses incurred or paid by
      Executive in the course of carrying out the normal duties and
      responsibilities of Executive’s position. Reimbursement is contingent upon
      Executive furnishing to Corporation in a timely fashion the appropriate
      documentation required by the Internal Revenue Code in connection with
      such expenses and shall furnish such other documentation and accounting as
      the Corporation may reasonably
request.

              


      

      


      
        	
                1.5.  

              	
                The
      Corporation shall provide to the Executive life insurance payable to
      Executive’s designated beneficiary or beneficiaries in an amount equal to
      two times Executive’s Base Compensation provided above or one million
      dollars, whichever is greater, plus one million dollars in supplemental
      accident insurance coverage on a per commercial airline trip basis. The
      Executive life insurance benefit shall take effect on January 1st
      of the year following the Triggering Event described in Subsection 1.2
      above.

              


      

       

      
        
          
          

        

        
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                1.6.  

              	
                The
      Corporation shall provide to the Executive disability income insurance for
      the Executive’s benefit, which insurance shall provide for sixty percent
      (60%) of Executive’s base compensation, commencing after ninety (90) days
      of total disability as defined in the disability income insurance plan.
      Such disability income insurance shall continue so long as Executive
      continues to be totally disabled to the extent that he is unable to
      continue his Services, except that such disability benefits shall end when
      Executive attains the age of sixty-seven (67).  Notwithstanding
      anything contained herein to the contrary, in the event of a single period
      of total disability due to the results of a sickness or injury, Executive
      shall be compensated at his full rate of pay, less customary employment
      deductions therefrom, for no less than ninety (90) days from the date of
      the onset of total disability, and at sixty percent (60%) of Executive’s
      base compensation, less customary employment deductions therefrom,
      commencing after such ninety (90) day period of total disability, when the
      disability income insurance commences as provided herein.  As
      used in this Agreement, “total disability" shall have the same meaning as
      contained in the disability insurance policy owned by the Corporation. In
      the event that no such disability insurance policy exists, then the
      Corporation shall provide the benefits outlined above. The "total
      disability" of the Executive, for purposes of this Agreement, shall mean
      an illness, injury or other physical or mental condition of the Executive
      which results in Executive’s inability to perform, for a continuous period
      of ninety (90) days or longer, substantially all of the obligations he
      performed in his capacity as an executive employee of the Corporation and
      to the extent he was performing those obligations immediately prior to the
      commencement of such condition.  If the Corporation and the
      Executive are unable to agree whether Executive is disabled within the
      meaning of this Agreement, the issue shall be submitted to and settled by
      binding arbitration as provided for herein. This disability income
      insurance benefit shall take effect on January 1st
      of the year following the Triggering
Event.

              


      

      


      


      
        	
                1.7.  

              	
                Executive
      shall be entitled to a paid time off (“PTO”) accrual of no less than
      twenty-five (25) days of PTO (including fifteen (15) vacation days and ten
      (10) sick leave days during each year of the Term of this Agreement and
      any renewal thereof, until this Agreement is
  terminated.

              


      

      


      
        	
                1.8.  

              	
                The
      Services will be performed primarily at Corporation’s executive offices,
      which are established in Miami-Dade County, Florida. If Corporation (i)
      establishes its headquarters; or, (ii) requires the Executive to perform
      Services on a regular basis, more than 50 miles from Executive’s residence
      in Miami-Dade County, Florida, then at Executive’s election: (y)
      Corporation shall reimburse Executive for all reasonable and customary
      relocation expenses (z) Executive may treat such relocation as a Good
      Reason as described below.

              


      

       

      
        
          
          

        

        
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                1.9.  

              	
                Though
      no formal benefits program currently exists for employees of the
      Corporation, Executive shall be eligible to participate in all benefits
      programs available to employees and/or officers, directors and managers,
      including medical, health, disability and life insurance, paid sick leave,
      deferred compensation, 401k and other retirement plans, and other benefits
      as may be authorized by the Corporation and its Board of Directors from
      time-to-time.

              


      

      


      
        	
                1.10.  

              	
                The
      Corporation shall obtain and maintain the customary directors and
      officers’ liability insurance coverage covering the Executive at terms and
      premium rates reasonably satisfactory to the Corporation’s Board of
      Directors.

              


      

      


      
        	
                1.11.  

              	
                All
      amounts payable to the Executive as compensation hereunder shall be
      subject to all required and customary withholding by the
      Corporation.

              


      

      


      
        	
                2.  

              	
                Term.  The
      term of this Agreement shall be for a period commencing on __________
      (“Effective Date”) and ending ______________ (“Term”). Thereafter, this
      Agreement shall be automatically renewed for an additional five (5) year
      period from _____________ to _____________ unless forty-five (45) days
      prior to the expiration of the Term or renewal, written notice not to
      renew is served on the Executive by the Corporation.  Such
      notice not to renew by the Corporation shall be considered a termination
      without cause, to which the benefits provided for in Subsection 3.4 hereof
      shall apply.

              


      

      


      
        	
                3.  

              	
                Termination
      of Employment.  During the Term hereof, Executive may not be
      terminated without cause.  Notwithstanding anything stated
      herein to the contrary, the following provisions shall apply under the
      conditions stated therein:

              


      

      


      
        	
                3.1.  

              	
                In
      the event of Executive’s death prior to his retirement or earlier
      termination of employment hereunder, Executive’s employment by Corporation
      shall terminate immediately upon the date of his death, provided that his
      widow, designated beneficiaries, and/or estate shall be entitled to
      receive any pension or other death benefits to which they are otherwise
      entitled under the plans and programs of the Corporation applicable to
      Executive at the time of his death.  The Executive’s estate
      shall not be entitled to any other compensation under this Agreement;
      provided, however, that Executive’s estate shall receive the accrued but
      unused paid time off as provided in Subsection 1.7 hereof, the accrued but
      unpaid base salary compensation as provided in Subsection 1.2 hereof, and
      the accrued but unpaid annual incentive bonus compensation as provided in
      Subsection 1.3 hereof.

              


      

      


      
        	
                3.2.  

              	
                If,
      during the Term of this Agreement or any renewal thereof, in the opinion
      of the Corporation, the Executive, because of physical or mental illness
      or incapacity as determined by a qualified physician mutually chosen by
      Corporation and Executive based upon a medical examination and written
      evaluation thereof, shall become unable to perform the essential functions
      of his position pursuant to this Agreement for a period of one hundred and
      twenty (120) days in the aggregate during any twelve (12)-month period,
      with or without reasonable accommodation, Corporation may, upon at least
      ten (10) days prior written notice given at any time after the expiration
      of such one hundred and twenty (120) day period, notify Executive of its
      intention to terminate this Agreement as of the date set forth in the
      notice. In case of such termination, Executive shall be entitled to
      receive salary, accrued benefits, and reimbursable expenses owing to
      Executive through the date of termination.  Corporation shall
      have no further obligation or liability to Executive; provided, however,
      that Executive shall receive (i) the disability benefits provided in
      Subsection 1.6 hereof and (ii) to the extent such benefits are available
      under the respective insurance agreements as a benefit to former
      employees, the benefits provided by Corporation as in the event of
      Executive’s disability and the termination of this Agreement as provided
      herein.

              


      

       

      
        
          
          

        

        
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                3.3.  

              	
                The
      Corporation shall be entitled to terminate the Executive’s employment
      immediately for cause as defined below at any time during the Term of this
      Agreement or any renewal thereof.  Upon such termination,
      Corporation shall be released from any and all further obligations under
      this Agreement, except for accrued salary and benefits owing to Executive
      through the termination date. For purposes of this Agreement, the
      Corporation shall have cause to terminate Executive’s employment upon the
      occurrence of any of the following during the Term of this Agreement or
      any renewal thereof:

              


      

      


      
        	
                3.3.5  

              	
                The
      Executive abuses alcohol or other substances while performing his Services
      for the Corporation which abuse negatively affects the performance of this
      duties, such abuse is habitual, and the Executive fails to seek competent
      abuse counseling within 30 days of written notice by the Board of
      Directors;

              


      

      


      
        	
                3.3.6  

              	
                The
      Executive is convicted of a felony for any crime involving the moral
      turpitude arising out of his Services for the
  Corporation;

              


      

      


      
        	
                3.3.7  

              	
                The
      Executive is convicted of a felony for engaging in fraudulent conduct,
      theft or embezzlement in connection with his Services for Corporation;
      and

              


      

      


      
        	
                3.3.8  

              	
                Any
      material breach of this Agreement or Corporation Bylaws, and such material
      breach shall continue for a period of thirty (30) working days after
      written notice of the alleged breach is provided to the Executive by the
      Board of Directors.

              


      

      


      
        	
                3.4.  

              	
                Except
      as provided in Subsection 3.2 above, during any renewal hereof, but only
      after the expiration of the Term of this Agreement, Corporation shall be
      entitled to terminate Executive’s employment without cause at any time
      effective as of the last day of any month, upon no less than forty-five
      (45) days prior written notice. In the event of a without cause
      termination as provided in this subsection, Corporation reserves the right
      to discontinue Executive’s duties pursuant to this Agreement, and require
      his departure from Corporation premises, commencing with the date of
      delivery of the written notice as provided herein through the remainder of
      the notice period.  Notwithstanding the foregoing, Executive
      shall be permitted a reasonable time, during the business hours of
      Corporation’s executive and administrative offices, to remove his personal
      belongings from Corporation premises. If Executive’s employment is so
      terminated prior to the expiration of the Term of this Agreement without
      cause or during any renewal term thereof, the following provisions shall
      apply:

              


      

       

      
        
          
          

        

        
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                3.4.5  

              	
                Corporation
      shall be obligated to pay to Executive, as liquidated damages, an amount
      equal to sixty (60) months of Executive’s annual compensation from
      Corporation, based upon Executive’s highest annual compensation (including
      base compensation and bonuses) for any calendar year prior to the
      effective date of termination or the rate of compensation (including base
      compensation and bonuses) in effect upon the effective date of
      termination, whichever is greater; and to provide to Executive the
      benefits as hereinafter defined. If Executive is entitled to termination
      pay under any termination pay policy of Corporation applicable to him, the
      amount of payment to Executive shall be the greater of (i) the amount
      computed as provided above in this Subsection 3.4.1, or (ii) the amount of
      such termination pay computed under the provisions of such termination pay
      policy of Corporation.

              


      

      


      
        	
                3.4.6  

              	
                The
      amounts payable to Executive under the provisions of Subsection 3.4.1
      above shall be paid in twenty-four (24) equal monthly installments on or
      before the last business day of the month; provided that, if Executive
      shall be eligible for, and elects to take, early retirement under the
      retirement plan or plans of Corporation applicable to him before all of
      such total amount has been paid to him, the then remaining balance shall
      be paid to him in a lump sum immediately upon his retirement. In the event
      that a lump sum payment is made to Executive as provided herein, the
      benefits as defined herein shall continue for the remainder of the
      twenty-four (24) month period, unless, within such period, Executive
      obtains comparable coverage by a new
employer.

              


      

      


      
        	
                3.4.7  

              	
                For
      any period of time during which installment payments are made to Executive
      under Subsection 3.4.2 above, in the event that Corporation cannot
      continue Executive’s eligibility under its benefits, as defined herein,
      because of conflicts with program or policy provisions, Corporation shall
      provide Executive with monthly payments sufficient to cover Employee’s
      COBRA premiums for medical and dental coverage, as well as premiums for
      life insurance, on an after-tax basis as calculated by the actuary engaged
      by Corporation at the time of termination, or if such actuary is not
      available, Corporation’s independent auditor, in order to continue such
      coverage as provided herein during the twenty-four (24) months referred to
      in Subsection 3.4.2, in addition to the payments made pursuant to
      Subsection 3.4.1 hereof.

              


      

       

      
        
          
          

        

        
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                3.4.8  

              	
                Upon
      Corporation’s termination of Executive as provided in this Subsection 3.4,
      Corporation shall be released from any and all further obligations under
      this Agreement, except that Corporation shall be obligated to pay
      Executive his salary and accrued benefits owing to Executive through the
      day on which Executive’s employment is terminated, and such other benefits
      as are provided to Executive under each of the subparagraphs of Subsection
      3.4 hereof.

              


      

      


      
        	
                3.5.  

              	
                The
      Executive shall be entitled to terminate his employment with Corporation
      without Good Reason, as defined in Subsection 3.6 hereof, at any time
      during the Term of this Agreement or any renewal thereof, effective as of
      the first day of any month, upon no less than forty-five (45) days prior
      written notice. Upon such termination, Corporation shall be released from
      any and all further obligations under this Agreement, except that
      Corporation shall be obligated to pay Executive his salary and accrued
      benefits owing to Executive through the day on which Executive’s
      employment is terminated, and Executive shall be offered COBRA
      continuation coverage as required by
law.

              


      

      


      
        	
                3.6.  

              	
                The
      Executive shall be entitled to terminate his employment for Good Reason,
      at any time during the Term of this Agreement or any renewal thereof,
      effective as of the first day of any month, upon no less than forty-five
      (45) days prior written notice. “Good Reason” means any of the following:
      (a) the Corporation reduces the Executive’s position, duties, compensation
      or authority, (b) the Corporation merges, consolidates with another entity
      or sells more than 50% of any class of its stock without the written
      consent of the Executive, or (c) the Corporation commits a material breach
      of this Agreement and fails to cure such breach within 30 days after
      receiving written notice thereof from the Executive. In the event that the
      Executive terminates his employment for Good Reason, the Corporation shall
      be obligated to pay to Executive, as liquidated damages those amounts that
      Corporation pays to Executive under each of the subparagraphs of
      Subsection 3.4 hereof.

              


      

      


      
        	
                3.7.  

              	
                During
      the Term hereof, the Corporation shall not terminate the office, position,
      and employment of the Vice President, Chief Operations Officer and
      Corporate Director or so change the powers, authorities, and duties of
      such office, position, and employment that it can be reasonably found that
      Executive will no longer be performing the Services, have the
      responsibilities, or have the powers and authorities of the Vice
      President, Chief Operations Officer and Corporate Director, as defined in
      Section 4 hereof. During any renewal of the Term, in the event that the
      Corporation terminates the office, position, and employment of the Vice
      President, Chief Operations Officer and Corporate Director other than for
      cause, as defined in Subsection 3.3 above, or so changes the powers,
      authorities, and duties of such office, position, and employment that it
      can be reasonably found that Executive will no longer be performing the
      Services, have the responsibilities, or have the powers and authorities of
      the Vice President, Chief Operations Officer and Corporate Director of the
      Corporation, as defined in Section 4 hereof, and Executive shall then
      resign because of such changes, the Executive shall be entitled to those
      amounts that Corporation pays to Executive under each of the subparagraphs
      of Subsection 3.4 hereof.

              


      

       

      
        
          
          

        

        
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                4.  

              	
                Performance
      of Services.

              


      

      


      
        	
                4.3  

              	
                Executive
      shall devote sufficient time to the Corporation’s business to render the
      Services. The Executive shall comply with all laws, statutes, ordinances,
      rules and regulations relating to the Services. Executive may engage in
      other activities during the term of this Agreement; provided that such
      activities do not materially interfere with the business of the
      Corporation.

              


      

      


      
        	
                4.4  

              	
                Executive
      hereby discloses to the Corporation that the Executive is a member of
      NextPath Partners, LLC; Nextgen Associates, LLC and Nextgen Financial, LLC
      (together “NextCo”); and is associated with Healthcare Risk Partners, Inc.
      (Risk Partners). The Corporation acknowledges such disclosure and consents
      to such relationship and engagement of the Executive by NextCo, Risk
      Partners and their respective subsidiaries, affiliates and joint
      ventures.  The parties expect, but without any assurances to
      each other, that NextCo and Risk Partners and Corporation may enter into
      one or more arrangements or other agreements, to be determined by such
      agreement. The Corporation acknowledges and agrees that (a) Executive need
      not make additional disclosures to Corporation of such relationship with
      NextCo and Risk Partners; and (b) Executive does not have a conflict of
      interest in any dealings between Corporation and NextCo and Risk Partners,
      and Corporation waives such conflict of interest if such a conflict should
      ever exist. The parties agree that the nature of such ownership has been
      fully disclosed by the Executive, and the Corporation waives any conflict
      associated therewith.

              


      

      


      
        	
                5.  

              	
                Change
      of Control.

              


      

      


      
        	
                5.3  

              	
                During
      the Term hereof, the Board of Directors shall not approve any change of
      control, as defined herein unless the acquiring corporation or controlling
      person assumes responsibility for this Agreement and all payments due
      hereunder. In the event that the Board of Directors of the Corporation
      approves a change of control, as defined herein, after the expiration of
      the Term, and during any renewal hereof, and in the event that Executive’s
      employment by the Corporation as Vice President, Chief Operations Officer
      and Corporate Director is terminated immediately by an acquirer or
      surviving entity following the change of control, or in the event that the
      Board of Directors of the Corporation take the actions described in
      Subsection 3.7 hereof following a change of control, as a direct result
      thereof, Executive shall receive any benefits provided upon Executive’s
      termination of employment pursuant to Subsection 3.4 of this
      Agreement.  The term, “change of control,” shall be defined as
      either the sale, lease, exchange, transfer, or other disposition to any
      person, entity, or group of persons of fifty percent (50%) or more of the
      assets of the Corporation, or an action by the Board of Directors
      regarding any reorganization, merger, or consolidation of the Corporation,
      in each case, pursuant to which the persons who were members of the Board
      of Directors of the Corporation immediately prior to such reorganization,
      merger, or consolidation, do not immediately thereafter constitute more
      than fifty percent (50%) of the combined voting power entitled to vote
      generally in the election of directors of the reorganized, merged, or
      consolidated Corporation’s Board of
Directors.

              


      

       

      
        
          
          

        

        
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                5.4  

              	
                In
      the event that the Board of Directors of the Corporation approves a change
      of control, as defined herein, but the Executive’s employment by
      Corporation as Vice President, Chief Operations Officer and Corporate
      Director is not terminated by an acquirer or surviving entity following
      the change of control, Executive shall be eligible to receive any benefits
      provided pursuant to Subsection 3.4 of this Agreement upon Executive’s
      termination of employment at a “termination window” (as defined below) for
      up to two (2) years from the effective date of the change of control,
      notwithstanding the provisions of Section 3.5 hereof.  For the
      purposes of this Subsection 5.2, the “termination window” shall occur
      during a period beginning three hundred fifty-five (355) days and seven
      hundred ten (710) days following the effective date of the change of
      control, and ending ten (10) days following such
  dates.

              


      

      


      
        	
                6.  

              	
                Confidential
      Information, Trade Secrets, Inventions and
  Creations.

              


      

      


      
        	
                6.2  

              	
                The
      Executive acknowledges that in Executive’s employment hereunder, Executive
      will be making use of, acquiring and adding to the Corporation’s trade
      secrets and its confidential and proprietary information of a special and
      unique nature and value relating to such matters as, but not limited to,
      Corporation’s business operation, internal structure, financial affairs,
      programs, software, systems, procedures, manuals, confidential reports,
      lists of clients and prospective clients and sales and marketing methods,
      as well as the amount, nature and type of services, equipment and methods
      used and preferred by the Corporation’s clients and the fees paid by such
      clients, all of which shall be deemed to be confidential information. The
      Executive acknowledges that such confidential information has been and
      will continue to be of central importance to the business of the
      Corporation and that disclosure of it to or its use by others could cause
      substantial loss to the Corporation. In consideration of employment by the
      Corporation, the Executive agrees that during his employment Executive
      shall not, for any purpose whatsoever, directly or indirectly, divulge or
      disclose to any person or entity any of such confidential information
      which was obtained by Executive as a result of Executive’s employment with
      Corporation or any trade secrets of Corporation, but shall hold all of the
      same confidential and inviolate.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                7.  

              	
                Indemnification.

              


      

      


      
        	
                7.2  

              	
                The
      Corporation shall indemnify the Executive, hold Executive harmless, and
      defend Executive to the fullest extent permitted by applicable law from
      and against all claims, threats, suits (except those arising from disputes
      between Corporation and Executive), damages, penalties, liabilities, cost
      and expenses including, without limitation, legal fees, costs and
      disbursements (all collectively referred to as “liabilities”) incurred,
      suffered, or expended by or threatened against Executive with respect to
      any action or inaction in the course or performance of Executive’s duties
      under this Agreement except for liabilities arising entirely out of the
      gross negligence or willful misconduct of Executive. If any claims are
      made against Executive he shall be entitled to an advance of his legal
      fees upon request to the Board of Directors.  This
      indemnification shall continue in effect after the expiration or
      termination of this Agreement and shall not be deemed exclusive of any
      other indemnification right to which the Executive may be entitled under
      applicable law, agreement or the vote of the Board of Directors of the
      Corporation.

              


      

      


      
        	
                8.  

              	
                Notices.  All
      notices and other communications required or permitted to be given by this
      Agreement shall be in writing and shall be given and shall be deemed
      received if and when either hand-delivered or refused, or deemed received
      three-days after being mailed by registered or certified U.S. mail, return
      receipt requested, postage prepaid, and if to
  the

              


      

       

      
        	Corporation
      to:	And if to the
      Executive:
	 	 
	Phyhealth
      Corporation	Fidel R.
      Rodriguez
	700 S. Royal
      Poinciana Blvd.	Address
      on file
	Suite 506	 
	Miami, FL
      33166	 


      

       

      
      

      or at
such other address as either party hereto shall notify the other of in
writing.

      


      
        	
                9.  

              	
                Governing
      Law, Disputes.

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                9.5  

              	
                The
      laws of the State of Florida shall govern this Agreement without regard to
      any of its conflict of law
provisions.

              


      

      


      
        	
                9.6  

              	
                The
      parties will attempt in good faith to resolve through negotiation any
      dispute, claim or controversy arising out of or relating to this
      Agreement. Either party may initiate negotiations by providing written
      notice in letter form to the other party, setting forth the subject of the
      dispute and the relief requested. The recipient of such notice shall
      respond within five days with a written statement of its position on, and
      recommended solution to, the dispute. If the dispute is not resolved by
      this exchange of correspondence, then representatives of each party with
      full settlement authority will meet at a mutually agreeable time and place
      within ten days of the date of the initial notice in order to exchange
      relevant information and perspectives, and to attempt to resolve the
      dispute. If the dispute is not resolved by these negotiations, the parties
      will consider and decide whether the dispute should be submitted to JAMS,
      or its successor, for mediation or
arbitration.

              


      

      


      
        	
                9.7  

              	
                The
      parties agree that any and all disputes, claims or controversies arising
      out of or relating to this Agreement shall be submitted to JAMS, or its
      successor, for mediation, and if the matter is not resolved through
      mediation, then it shall be submitted to JAMS, or its successor, for final
      and binding arbitration. Either party may commence mediation by providing
      to JAMS and the other party a written request for mediation, setting forth
      the subject of the dispute and the relief requested. The parties will
      cooperate with JAMS and with one another in selecting a mediator from
      JAMS' panel of neutrals, and in scheduling the mediation proceedings. The
      parties covenant that they will participate in the mediation in good
      faith. All offers, promises, conduct and statements, whether oral or
      written, made in the course of the mediation by any of the parties, their
      agents, employees, experts and attorneys, and by the mediator or any JAMS
      employees, are confidential, privileged and inadmissible for any purpose,
      including impeachment, in any arbitration or other proceeding involving
      the parties, provided that evidence that is otherwise admissible or
      discoverable shall not be rendered inadmissible or non-discoverable as a
      result of its use in the mediation. Either party may initiate arbitration
      with respect to the matters submitted to mediation by filing a written
      demand for arbitration at any time following the initial mediation session
      or 45 days after the date of filing the written request for mediation,
      whichever occurs first. The mediation may continue after the commencement
      of arbitration if the parties so desire. Unless otherwise agreed by the
      parties, the mediator shall be disqualified from serving as arbitrator in
      the case.  The provisions of this Clause may be enforced by any
      Court of competent jurisdiction, and the party seeking enforcement shall
      be entitled to an award of all costs, fees and expenses, including
      attorney’s fees, to be paid by the party against whom enforcement is
      ordered. Any arbitration shall be held in Miami-Dade County, Florida at
      the offices of JAMS, or its successor, or if JAMS or its successor have no
      offices in Miami-Dade County, then the arbitration shall be held in a
      mutually agreeable neutral site within Miami-Dade County,
      Florida.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                9.8  

              	
                Regardless
      of which party prevails, the Corporation agrees to reimburse Executive for
      all reasonable legal expenses he incurs in the negotiation, mediation
      and/or arbitration or other legal process, including any retainer amounts,
      upon submission of the retainer or fee invoice by Executive to
      Corporation.

              


      

      


      
        	
                10.  

              	
                Non-compete.  During
      the term of this Agreement and for a period of one year thereafter,
      Executive agrees that he will not be employed by or otherwise engaged in
      any business which competes with that of the Corporation. In addition
      Executive shall not, during such one year period, contact any of
      Corporation’s customers or employees concerning any business or potential
      business which would compete with that of the Corporation. The provisions
      of this Section 10 shall not apply if it is determined that this Agreement
      was terminated by the Executive for Good
Reason.

              


      

      


      
        	
                11.  

              	
                Miscellaneous.

              


      

      


      
        	
                11.7  

              	
                This
      Agreement shall be binding upon and inure to the benefit of the
      Corporation, its successors and assigns.  This Agreement shall
      be binding upon the Executive and his heirs, personal and legal
      representatives, and guardians, and shall inure to the benefit of the
      Executive. Neither this Agreement nor any part hereof or interest herein
      shall be assigned by the Executive.  If there is a sale of the
      Corporation or change in control thereof, as a condition precedent to any
      such sale or change in control, the acquiring corporation or controlling
      person must assume responsibility for this Agreement and all payments due
      hereunder, in writing, as a condition to any such
      transaction.  If such person or entity does not assume liability
      for this Agreement, then such inaction shall constitute a breach hereunder
      and, in addition to any other equitable remedies available to the
      Executive, Executive shall be entitled to the payment provided for in
      Subsection 3.4 hereof as liquidated compensatory
  damages.

              


      

      


      
        	
                11.8  

              	
                The
      terms and provisions of this Agreement may not be modified except by
      written instrument duly executed by each party
  hereto.

              


      

      


      
        	
                11.9  

              	
                The
      use of any gender herein shall be deemed to be or include the other
      genders and the neuter and the use of the singular herein shall be deemed
      to be and include the plural (and vice versa), wherever
      appropriate.

              


      

      


      
        	
                11.10  

              	
                This
      Agreement sets forth the entire, integrated understanding and Agreement of
      the parties hereto with respect to the subject matter
    hereof.

              


      

      


      
        	
                11.11  

              	
                The
      headings in this Agreement are included for the convenience of reference
      and shall be given no effect in the construction of this
      Agreement.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                11.12  

              	
                The
      Recitals set forth above are incorporated herein by this
      reference.

              


      

      


      IN
WITNESS WHEREOF, the parties have executed, acknowledged, sealed and delivered
this Agreement the day and year first hereinabove set forth.

       

      
        	Phyhealth
      Corporation	 	Executive:
	 	 	 
	By:	/s/ Robert L. Trinka	 	/s/ Fidel R.
      Rodriguez  
	 	Robert L.
      Trinka	 	Fidel R.
      Rodriguez
	 	Title: Chairman
      & CEO	 	 
	 	Date: 11/1/09	 	Date: 11/1/09



        
          
             


          

          
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