Unassociated Document


    
      EXHIBIT
10.12

       

      


      


      


      


      


      


      


      


      


      


       

      


      


      


      


      EMPLOYMENT
AGREEMENT

      BETWEEN

      PHYSICIANS
HEALTHCARE MANAGEMENT GROUP, INC.

      AND
ROBERT L. TRINKA

       

       

       

       

       

       

       

       

       

       

       

       

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EMPLOYMENT
AGREEMENT

      


      This
Employment Agreement (this "Agreement") is made as of July 1, 2007, by and
between Physicians Healthcare Management Group. Inc. ("Phyhealth") (the
"Corporation"), a
Nevada corporation, and Robert L. Trinka (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 Nevada. The Corporation is engaged in
the business of developing and operating frilly 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 President,
Chief Executive Officer
and Chairman of the Board.

      


      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:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      1.           Employment

      


      
        	
                 
      

              	
                1.1.

              	
                The
      Corporation hereby employs the Executive in the position of President,
      Chief Executive Officer and Chairman of the Board 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 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 Board of Directors of the Corporation. 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 Board of Directors, provided, however, that 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 $[50,000 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 $250,000 per year, payable in regular installments as
      above, effective on January lit of the year following the fiscal year in
      which the Corporation either receives $4,000,000 in 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 salary compensation shall be further increased to $500,000 per year,
      payable in regular installments as above, effective on January t" 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 salary compensation shall
      be increased each year effective January 15' 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.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                1.3.

              	
                The
      Corporation will issue stock options to Executive to purchase 20,000,000
      shares of the common stock of the Corporation at an exercise price of
      $0.003 per share. Stock options to purchase 10,000,000 shares shall vest
      immediately on the effective date of this Agreement, stock options for
      5,000,000 shares shall vest on January 1, 2008 and stock options for
      5,000,000 shares shall vest on January 1, 2009. The stock options are
      subject to the acceleration of the vesting provisions upon the effective
      date of Termination of Employment pursuant to Section 3 hereof. The stock
      options shall be for a term of ten (10) years from the date of issue with
      a cashless exercise provision at the option of the Executive, and
      piggyback registration rights. In addition to all other compensation
      Executive shall be eligible for additional incentive stock grants and
      options as may be awarded from time-to-time by the Corporation and its
      Board of Directors. Whether the Executive is awarded all or any portion of
      these stock grants and options shall be based upon specific criteria
      established by the Corporation and its Board of Directors. These criteria
      shall reflect overall performance as compared to planned goals of the
      Corporation, as well as Executive's contribution to Corporation's
      performance. The Corporation acknowledges that the Executive on the
      effective date of this Agreement owns and controls 90,662,312 shares of
      restricted
      common and preferred stock representing 21.81% of the issued and
      outstanding common and preferred stock of the Corporation. Additionally,
      notwithstanding anything herein to the contrary, in the event of a
      dividend, the Executive shall be entitled to the Executive's share of the
      dividend, be it stock dividend or cash dividend, or any similar
      transaction or distribution by the Company, to the same extent as though
      the preferred stock was participating. Additionally, in the event of a
      stock dividend as part of a spinoff transaction, the Executive shall be
      entitled to the same proportion of options in the spun-off company as the
      Executive has in the Company, that portion being the same portion as the
      Executive's
      current number of options bears to the current number of outstanding
      shares of preferred stock and common stock combined. The option exercise
      price in the spun-off company shall be equal to the exercise price of the
      options in the Company, times a fraction, the numerator of which is the
      number of outstanding shares of common and preferred in the Company, and
      the denominator of which shall be the number of outstanding shares of
      common and preferred in the spun-off company, at the time of such
      spin-off.

              


      

       

      
      

      
        	
                 
      

              	
                1.4.

              	
                In
      addition to the base salary compensation, the Executive shall receive
      annual incentive bonus compensation equal to: (i) one quarter of one
      percent (.25%) of annual Gross Revenues (GR) plus (ii) one quarter of one
      percent (.25%) of the annual growth in Gross Revenues (Bonus Year Gross
      Revenues less Prior Year Gross Revenues): plus (iii) five percent (5%) of
      Net Income (NI). Net Income (NI) for purposes of this Subsection 1.4 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: [.0025GR +
      .0025 (Bonus Year GR less Prior Year GR) + .05N1j 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 3ls`
      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 31" 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.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                1.5.

              	
                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.

              


      

      


      
        	
                 
      

              	
                1.6.

              	
                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 1" of the year following the Triggering Event described
      in Subsection 1.2 above.

              


      

      


      
        	
                 
      

              	
                1.7.

              	
                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-six (66). 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 1’st
      of the year following the Triggering
Event.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                1.8.

              	
                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.

              


      

      


      
        	
                 
      

              	
                1.9.

              	
                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.

              


      

      


      
        	
                 
      

              	
                1.10.

              	
                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.

              


      

      


      
        	
                 
      

              	
                1.11.

              	
                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.

              


      

      


      
        	 	
                1.12.  

              	
                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 July 1, 2007
("Effective Date") and
ending December 31, 2012 ("Term"). Thereafter, this Agreement shall be
automatically renewed for an additional five (5) year period from January 1,
2013 to December 31, 2018 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 1.8 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
      1.4 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
      1.7 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.

              


      

      


      
        	
                 
      

              	
                3.3.

              	
                By
      a majority vote of the entire Board of Directors of the Corporation at
      which the Executive shall be entitled to appear and provide relevant
      information, 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:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                3.3.1

              	
                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;

              


      

      


      
        	
                 
      

              	
                3.3.2

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

              


      

      


      
        	
                 
      

              	
                3.3.3

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

              


      

      


      
        	
                 
      

              	
                3.3.4

              	
                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, upon a majority vote
      of the entire Board of Directors of the Corporation, 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:

              


      

      


      
        	
                 
      

              	
                3.4.1

              	
                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.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                3.4.2

              	
                The
      amounts payable to Executive under the provisions of Subsection 3A.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.

              


      

      


      
        	
                 
      

              	
                3.4.3

              	
                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.

              


      

      


      
        	
                 
      

              	
                3.4.4

              	
                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 Board of Directors of the Corporation shall not
      terminate the office, position, and employment of the President, Chief
      Executive Officer and Chairman 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 he performing the Services, have the
      responsibilities, or have the powers and authorities of the President,
      Chief Executive Officer and Chairman of the Corporation, as defined in
      Section 4 hereof. During any renewal of the Term, in the event that the
      Board of Directors of the Corporation terminates the office, position, and
      employment of the President, Chief Executive Officer and Chairman 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 President, Chief Executive Officer and Chairman 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.

              


      

      


      4.           Performance
of Services.

      


      
        	
                 
      

              	
                4.1

              	
                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.

              


      

      


      
        	
                 
      

              	
                4.2

              	
                Executive
      hereby discloses to the Corporation that the Executive is a principal
      shareholder or member in companies hereinafter described as Risk Partners
      Group, including but not limited to Healthcare Risk Partners, Inc. The
      Corporation acknowledges such disclosure and consents to such relationship
      and engagement of the Executive by Risk Partners Group and its respective
      subsidiaries, affiliates and joint ventures. The parties expect, but
      without any assurances to each other, that Risk Partners Group 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 Risk Partners Group; and (h)
      Executive does not have a conflict of interest in any dealings between
      Corporation and Risk Partners Group, 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.

      


      
        	
                 
      

              	
                5.1

              	
                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 President, Chief Executive Officer and
      Chairman 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.

              


      

      


      
        	
                 
      

              	
                5.2

              	
                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 President, Chief Executive Officer and Chairman 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.

      


      
        	
                 
      

              	
                6.1

              	
                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.

              


      

      


      7. Indemnification.

      


      
        	
                 
      

              	
                7.1

              	
                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:


           

          
            	 	Physicians
      Healthcare Management Group, Inc.  	1570 South Treasure
      Drive
	 	700 S. Royal
      Poinciana Blvd. 	North Bay Village,
      FL 33141
	 	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.

      


      
        	
                 
      

              	
                9.1

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

              


      

      


      
        	
                 
      

              	
                9.2

              	
                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.

              


      

      


      
        	
                 
      

              	
                9.3

              	
                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 parry 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.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                9.4

              	
                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.

      


      
        	
                 
      

              	
                11.1

              	
                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.

              


      

       

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


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	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.


        

      

       

      
        	
                 
      

              	
                11.4

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

              


      

      


      
        	
                 
      

              	
                11.5

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

              


      

      


      
        	
                 
      

              	
                11.6

              	
                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.

       

      


       

      
        	Physicians
      Healthcare Management Group. Inc.  	 	Executive:	 


         

         

        
          	By: 	/s/ Fidel
      Rodriguez 	 	By: 	/s/ Robert L.
      Trinka	 
	 	Title:  Director	 	 	Robert L. Trinka,
      Employee