Exhibit 10.5


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


                                     BETWEEN


                                 OSAMA I. SHERIF

                                        &

                                  DYNACARE INC.


         This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of
November 22, 2000 (the "Effective Date"), between DYNACARE INC. (the "Company"),
a corporation incorporated under the laws of the Province of Ontario having its
principal place of business at 20 Eglinton Avenue West, Suite 1600, Toronto,
Ontario, and OSAMA I. SHERIF (the "Executive").

         WHEREAS the Company considers the services of the Executive to be
unique and essential to the success of the Company's business; and

         WHEREAS the Company and the Executive had previously entered into an
employment agreement dated March 4, 1997, and the parties desire that the
Executive continue his employment as Chief Operating Officer and Executive
Vice-President, Operations of the Company; and

         WHEREAS the Company and the Executive now wish to enter into an Amended
and Restated Employment Agreement on the terms and conditions set forth herein,
and which shall constitute the sole and exclusive agreement relating to the
employment of Executive by the Company.

         NOW THEREFORE, in consideration of the foregoing premises, the mutual
covenants, terms and conditions set forth herein, and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed between the Company and the Executive that his existing
agreement shall be amended and modified in its entirety as follows:

1.       EMPLOYMENT. The Company shall continue to employ the Executive in a
         full-time capacity in the position set forth in this paragraph, and the
         Executive shall continue to accept such employment upon the terms and
         conditions set forth herein. Such employment shall be in the capacity
         of Chief Operating Officer and Executive Vice-President, Operations of
         the Company, reporting directly to the board of directors of the
         Company (the "Board").

2.       EMPLOYMENT TERM. Unless earlier terminated pursuant to Section 10
         hereof, the term of Executive's employment under this Agreement shall
         commence as of the Effective Date of this Agreement and continue for a
         period of three years until November 15, 2003 (the "Employment Term").
         On or before June 1, 2003, the Company and Executive agree to use


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         their good faith efforts to negotiate a renewal of this Agreement (the
         "Renewal Agreement"), on mutually satisfactory terms and conditions.
         Subject to continued service by the Executive through November 15, 2003
         (absent any termination by the Company without Cause, or termination by
         the Executive for Good Reason, or as a result of the death or permanent
         disability of the Executive, in each case giving rise to payments
         pursuant to Section 11 hereof) (each individually a "Termination
         Event"), then upon the expiration of this Agreement on November 15,
         2003 (a "Non-Renewal Event"), the Executive shall be entitled to the
         severance benefit provided in Section 11.

3.       DUTIES. During the Employment Term, the Executive shall, subject to the
         supervising powers of the Board, have those powers and duties
         consistent with his position as Chief Operating Officer and Executive
         Vice-President, Operations. Executive agrees to devote substantially
         all his working time and attention to the business of the Company. The
         Executive shall not, without the prior written consent of the Company's
         Board of Directors, be directly or indirectly engaged in any other
         trade, business or occupation for compensation requiring his personal
         services during the Employment Term. Nothing in this agreement shall
         preclude the Executive from (i) engaging in charitable and community
         activities or from managing his personal investments, or (ii) serving
         as a member of the board of directors of an unaffiliated company not in
         competition with the Company, subject however, in each such case of
         board membership, to approval by the Company's Board of Directors (not
         to be unreasonably withheld).

4.       PLACE OF PERFORMANCE. The principal places of employment of the
         Executive shall be at the Company's principal executive offices in
         Toronto, Ontario, Canada and the principal executive offices in the
         United States of the Company's principal United States subsidiary from
         time to time (the "US Principal Executive Offices"), which is currently
         located in Dallas, Texas. The Executive's time shall be allocated as
         between the Company's principal executive offices and the US Principal
         Executive Offices, as determined from time to time in accordance with
         what is in the best interests of the Company, it being understood that
         the Company currently requires that the Executive spend most of his
         time at the US Principal Executive Offices. The Company shall, entirely
         at its own expense, provide a suitable home, condominium or apartment
         in a location reasonably proximate to the US Principal Executive
         Offices for the use of the Executive and other senior officers of the
         Company and pay all reasonable living expenses relating thereto.

5.       CASH COMPENSATION. Executive shall be compensated for services rendered
         during the Employment Term as follows:

         (a)      BASE SALARY. Executive shall be compensated at an annual base
                  salary of no less than US$420,000 (the base salary, at the
                  rate in effect from time to time, is hereinafter referred to
                  as the "Base Salary"). The Company's Board of Directors shall
                  review and may, if appropriate, at its discretion, increase
                  this annual Base Salary during the Employment Term. Base
                  Salary shall be reviewed annually and be adjusted to reflect
                  (among other factors) increases generally granted to other
                  senior executives of the


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                  Company consistent with Company pay practices but in any event
                  no such annual increase shall be less than 5%. The Base Salary
                  shall be payable in equal bi-weekly installments.

         (b)      ANNUAL BONUS. In addition to the Base Salary provided for in
                  Section 5(a) above, the Company will provide annual bonus
                  awards to Executive in accordance with the Company's executive
                  bonus plan from time to time in effect (the "EBP") and any
                  financial performance targets thereunder. During the
                  Employment Term, Executive's target incentive opportunity
                  under the EBP will be 50% of Base Salary as in effect at the
                  time such target incentive opportunity is established,

                  (i)      75% of the annual bonus award shall be delivered in
                           cash (at the same time other EBP awards are paid),
                           and

                  (ii)     25% of the annual bonus award shall be delivered in
                           shares of common stock of the Company at the same
                           time other EBP awards are paid that will be 100%
                           vested.

6.       EQUITY AWARD. Executive may be awarded additional compensation (such as
         stock options, shares of incentive stock, or shares of restricted
         stock) pursuant to the present or any future incentive compensation or
         long-term compensation program established for the senior officers of
         the Company (collectively the "Incentive Compensation Programs"), in an
         appropriate manner for the position occupied by Executive and his
         performance therein relative to other Company senior executives and
         consistent with Company pay practices. Compensation granted under such
         plans will be subject to the actual provisions and conditions
         applicable to such plans.

7.       EMPLOYEE BENEFITS.

         (a)      GENERAL PROVISIONS. Except as expressly provided in this
                  Agreement, Executive shall be entitled to benefits that are no
                  less favorable to the Executive than that currently being
                  provided to the Executive, without duplication.

         (b)      VACATION AND SICK LEAVE. Executive shall be entitled to
                  vacation and sick leave in accordance with the vacation and
                  sick leave policies adopted by the Company from time to time,
                  provided that the Executive shall be entitled to no less than
                  four (4) weeks of paid vacation each calendar year. Any
                  vacation shall be at such time and for such periods as shall
                  be mutually agreed upon between the Executive and the Company.
                  The Executive shall be entitled to all public holidays
                  observed by the Company.

         (c)      LOAN REPAYMENT. The Company acknowledges that it has made
                  payment to the Executive to enable him to repay the
                  interest-free housing loan in the amount of Cdn$590,000 that
                  it previously made to the Executive and that any compensation


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                  income to Executive resulting from the aforesaid payment by
                  the Company to Executive or interest-free features of the loan
                  will be grossed up for tax purposes at the present rate of
                  48%.

         (d)      OPTIONS. The Company acknowledges and agrees that all options
                  previously granted to the Executive to purchase shares in the
                  capital stock of the Company will automatically vest upon the
                  completion of the initial public offering of the Company's
                  common stock.

         (e)      AUTOMOBILE ALLOWANCE. The Executive shall be entitled to the
                  payment of US$2,500.00 per month in respect of an automobile
                  allowance.

         (f)      RRSP CONTRIBUTION. The Corporation shall deposit each year to
                  a registered retirement savings plan ("RRSP") account
                  designated by the Executive an amount equal to the maximum
                  allowable RRSP contribution by the Executive.

8.       APPLICABLE TAXES. There shall be deducted from any compensation
         payments made under this Agreement any federal, provincial, state, and
         local taxes or other amounts required to be withheld by any entity
         having jurisdiction over the matter.

9.       MISCELLANEOUS BENEFITS. During the Employment Term, the Company shall
         provide the Executive with the following additional benefits:

         (a)      BUSINESS TRAVEL AND EXPENSES. Executive shall be reimbursed by
                  the Company for reasonable and other business expenses, as
                  approved by the Company, which are incurred and accounted for
                  in accordance with the Company's normal practices and
                  procedures for reimbursement of expenses.

         (b)      NON-EXCLUSIVITY. Nothing in this Agreement shall prevent the
                  Executive from being entitled to receive any additional
                  compensation or benefits as approved by the Company's Board of
                  Directors.

10.      TERMINATION OF EMPLOYMENT. Notwithstanding any other provisions of this
         Agreement to the contrary, the employment of the Executive pursuant to
         this Agreement may be terminated as follows:

         (a)      TERMINATION BY THE COMPANY FOR CAUSE. Executive may be
                  terminated for "Cause" by the Company as provided below. As
                  used herein, the term "Cause" shall mean (i) conviction of the
                  Executive for a felony; or (ii) the commission by the
                  Executive of fraud or theft against, or embezzlement from, the
                  Company. For purposes of this section, no act or failure to
                  act on Executive's part shall be considered to be reason for
                  termination for Cause if done, or omitted to be done, by
                  Executive in good faith and with the reasonable belief that
                  the action or omission was in the best interests of the
                  Company. Cause shall not exist unless and until there shall
                  have been delivered to the Executive a copy of a resolution,
                  duly adopted by the


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                  affirmative vote of not less than two thirds of the entire
                  membership of the Board at a meeting of the Board held for the
                  purpose (after ten (10) days' prior written notice to the
                  Executive of such meeting and the purpose thereof and an
                  opportunity for him, together with his counsel, to be heard
                  before the Board at such meeting), of finding that in the good
                  faith opinion of the Board, the Executive was guilty of the
                  conduct set forth above in this Section 10(a) and specifying
                  the particulars thereof in detail. As set forth more fully in
                  Section 10(f) hereof, the "Date of Termination" (which shall
                  be no earlier than 30 days after delivery of the written
                  notice to the Executive) shall be the date specified in the
                  "Notice of Termination;" provided, however, that in the case
                  of a termination for Cause under clauses 10(a)(i) and
                  10(a)(ii) above, the Date of Termination shall be the date of
                  delivery of the Notice of Termination. Anything herein to the
                  contrary notwithstanding, if, following a termination of the
                  Executive's employment by the Company for Cause based upon the
                  conviction of the Executive for a felony, such conviction is
                  overturned in a final determination on appeal, the Executive
                  shall be entitled to the payments and the economic equivalent
                  of the benefits the Executive would have received if his
                  employment had been terminated by the Company without Cause.

         (b)      TERMINATION BY THE COMPANY FOR EXCESSIVE ABSENTEEISM. At the
                  sole discretion of the Company's Board of Directors, Executive
                  may be terminated if the Executive shall have been absent from
                  his duties with the Company on a full-time basis for one
                  hundred and twenty (120) consecutive days, and if within
                  thirty (30) days after written Notice of Termination is given
                  by the Company to the Executive, the Executive shall not have
                  resumed the performance of his duties hereunder on a full-time
                  basis. In this event, the Date of Termination shall be thirty
                  (30) days after Notice of Termination is given by the Company
                  (provided that the Executive shall not have returned to the
                  full-time performance of his duties).

         (c)      DEATH. The Executive's employment shall terminate upon his
                  death, and the date of his death shall be the Date of
                  Termination for purposes of this Agreement.

         (d)      TERMINATION BY THE EXECUTIVE FOR GOOD REASON. The Executive
                  may terminate his employment hereunder for "Good Reason,"
                  provided that the Executive shall have delivered a Notice of
                  Termination within ninety (90) days after the occurrence of
                  the event of Good Reason giving rise to such termination. For
                  purposes of this Agreement, "Good Reason" shall mean the
                  occurrence of one or more of the following circumstances,
                  without the Executive's express written consent, which are not
                  remedied by the Company within thirty (30) days of receipt of
                  the Executive's Notice of Termination except in the event of a
                  Change in Control:

                  (i)      an assignment to the Executive of any duties
                           materially inconsistent with his position, duties,
                           responsibilities, and status with the Company, or any
                           material limitation of the powers of the Executive
                           not consistent with the powers of the Executive
                           contemplated by Section 3 hereof;


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                  (ii)     any removal of the Executive from, or any failure to
                           re-elect the Executive to the positions specified in
                           Section 1 of this Agreement;

                  (iii)    the change of the Executive's title as specified by
                           Section 1 of this Agreement;

                  (iv)     a reduction in the Executive's Base Salary or Annual
                           Bonus target incentive opportunity as in effect from
                           time to time, without his written consent;

                  (v)      the failure of the Company to continue in effect any
                           Benefit Plan that was in effect on the date hereof or
                           provide the Executive with equivalent benefits,
                           without his written consent;

                  (vi)     the failure of the Company to maintain the Executive
                           as a member of its Board of Directors at all times
                           thereafter, for so long as he shall serve as Chief
                           Executive Officer of the Company;

                  (vii)    any other material breach by the Company of this
                           Agreement;

                  (viii)   a failure of the Company to secure a written
                           assumption by any successor company as provided for
                           in Section 15(g) hereof.

                  In the event of a termination for Good Reason, the Date of
                  Termination shall be the date specified in the Notice of
                  Termination, and shall be more than thirty (30) days after the
                  Notice of Termination.

         (e)      OTHER TERMINATIONS. Notwithstanding the foregoing, the
                  Executive may terminate his employment at any time, subject to
                  the provisions of Section 10(f) hereof. If the Executive's
                  employment is terminated hereunder for any reason other than
                  as set forth in Sections 10(a) through 10(d) hereof, the date
                  on which a Notice of Termination is given or any later date
                  (within 30 days) set forth in such Notice of Termination shall
                  be the Date of Termination.

         (f)      NOTICE OF TERMINATION. Any termination of the Executive's
                  employment hereunder by the Company or by the Executive shall
                  be communicated by written Notice of Termination to the other
                  party hereto. For purposes of this Agreement, a "Notice of
                  Termination" shall mean a notice which shall indicate the
                  specific termination provision in this Agreement relied upon
                  and shall set forth in reasonable detail the facts and
                  circumstances claimed to provide a basis for termination of
                  the Executive's employment under the provisions so indicated
                  and a date of termination.

11.      COMPENSATION UPON TERMINATION OR DURING DISABILITY

         (a)      DISABILITY PERIOD. During any period during the Employment
                  Term that the Executive fails to perform his duties hereunder
                  as a result of incapacity due to physical or mental illness
                  ("Disability Period"), the Executive shall continue to (i)


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                  receive his full Base Salary and bonus otherwise payable for
                  that period of the Employment Term including the Disability
                  Period and (ii) participate in the Benefit Plans. Such
                  payments made to the Executive during the Disability Period
                  shall be reduced by the sum of the amounts, if any, payable to
                  the Executive at or prior to the time of any such payment
                  under disability benefit plans of the Company or under any
                  government disability insurance program, where such amounts
                  were not previously applied to reduce any such payment.

         (b)      DEATH. If the Executive's employment hereunder is terminated
                  as a result of his death, then: (i) the Company shall pay the
                  Executive's estate or designated beneficiary, as soon as
                  practicable after the Date of Termination, a lump sum payment
                  equal to (1) any Base Salary installments due in the month of
                  death and any reimbursable expenses accrued or owing the
                  Executive hereunder as of the Date of Termination, (2) a PRO
                  RATA portion of any bonus owed to the Executive for that
                  portion of the Employment Term through to the Date of
                  Termination and any earned and unpaid bonus relating to
                  services performed by the Executive in the year preceding his
                  death, and (3) the severance benefits set forth in Section
                  11(e), and (ii) all outstanding stock options, earned shares
                  of incentive stock, and other awards granted to the Executive
                  under the Incentive Compensation Programs shall immediately
                  become fully vested as of the Date of Termination and all
                  transfer restrictions shall lapse but continue to be subject
                  to such exercise periods as shall be provided for under the
                  terms of each grant.

         (c)      ABSENCE FROM WORK. If the Executive's employment hereunder is
                  terminated for excessive absenteeism as defined in Section
                  10(b), then (i) the Company shall pay the Executive, as soon
                  as practicable after the Date of Termination (1) any Base
                  Salary and any reimbursable expenses accrued or owing the
                  Executive hereunder as of the Date of Termination, (2) a PRO
                  RATA portion of any bonus owed to the Executive for that
                  portion of the Employment Term through to the Date of
                  Termination and any earned and unpaid bonus relating to
                  service performed by the Executive in the year preceding his
                  Date of Termination for excessive absenteeism, and (3) the
                  severance benefits set forth in Section 11(e); and (ii) all
                  outstanding stock option and incentive stock awards granted to
                  the Executive shall immediately become fully vested as of the
                  Date of Termination and all transfer restrictions shall lapse
                  but continue to be subject to such exercise periods as shall
                  be provided for under the terms of each grant.

         (d)      TERMINATION FOR CAUSE OR BY THE EXECUTIVE OTHER THAN FOR GOOD
                  REASON. If the Executive's employment hereunder is terminated
                  by the Company for Cause or by the Executive (other than for
                  Good Reason), then (i) the Company shall pay the Executive, as
                  soon as practicable after Date of Termination, any Base Salary
                  and any reimbursable expenses accrued or owing the Executive
                  hereunder for services as of the Date of Termination; and (ii)
                  the Executive shall immediately forfeit any unvested career
                  shares and earned but unvested incentive stock shares. In the
                  event of termination by the Company for Cause, the Executive


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                  shall have the right to exercise the vested unexercised
                  portion of all outstanding stock option and stock awards prior
                  to the Date of Termination, and the unexercised portion of any
                  such award shall be forfeited thereafter and any restricted
                  stock shall remain subject to the terms of each grant. In the
                  event of termination by the Executive other than for Good
                  Reason but subject to the provisions of Section 12, the
                  Executive shall have the right to exercise the vested
                  unexercised portion of all outstanding stock options and stock
                  awards then held by the Executive for such period following
                  the Date of Termination as shall be provided for under the
                  terms of each grant, and the unexercised portion of any such
                  awards shall be forfeited thereafter and any restricted stock
                  shall remain subject to the terms of each grant.

         (e)      ALL OTHER TERMINATIONS. Executive's employment may be
                  terminated without Cause by the Company's Board of Director's
                  or by the Executive for Good Reason or upon a Non-Renewal
                  Event, provided that in such event:

                  (i)      Executive shall be entitled to receive 18 months'
                           Base Salary (at the Executive's effective annual rate
                           on the Date of Termination) to be paid in lump sum
                           (net of appropriate withholdings) on the Date of
                           Termination, and shall also be entitled to receive
                           one and a half (1.5) times his average annual bonus,
                           as provided for in Section 5(b), (including the stock
                           and cash components) earned during the employment
                           term of this contract and any earned and unpaid bonus
                           relating to (A) services performed by the Executive
                           in the year preceding his termination by the Company
                           without Cause or his termination for Good Reason, and
                           (B) services performed by the Executive for calendar
                           year 2002 in the event of a Non-Renewal Event to be
                           paid in a lump sum (net of appropriate withholdings)
                           within 60 days of the Date of Termination, without
                           duplication;

                  (ii)     Executive and his eligible dependents shall be
                           entitled to continue participation in the Company's
                           Benefit Plans at the same cost as other Company
                           senior executives (to the extent allowable in
                           accordance with the administrative provisions of
                           those plans and applicable federal and provincial
                           law) for a period of up to eighteen (18) months or
                           until Executive and his eligible dependents are
                           eligible to be covered by a successor employer's
                           comparable benefit plans, whichever is sooner;

                  (iii)    Any stock or stock option granted to the Executive
                           subject to vesting restrictions shall become vested
                           and fully exercisable as of the Date of Termination
                           but subject to the provisions of Section 12. In
                           addition, any restrictions on sale, transfer or
                           disposition of restricted stock will be lifted.


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12.      NONSOLICITATION AND NONCOMPETITION

         (a)      During his employment with the Company and for a period of (2)
                  two years from the date of the Executive's termination of
                  employment for any reason, the Executive will not provide
                  services, in any capacity, whether as an employee, consultant,
                  independent contractor, or otherwise, to any person or entity
                  that provides products or services that compete with the
                  Business of the Company, except that after the termination of
                  Executive's employment this restriction shall only apply to
                  North America. If so requested in writing by Executive, the
                  Company shall advise the Executive promptly in writing in
                  advance (but in no case later than 30 calendar days) as to
                  whether, in the exercise of its reasonable judgment, the
                  Company views any proposed activity contemplated by the
                  Executive as constituting a competing "Business," PROVIDED
                  THAT nothing herein shall prevent the Executive from, after
                  the termination of his employment, being a passive owner of
                  not more than 5% of the outstanding stock of any class of a
                  corporation that is publicly traded and that may acquire any
                  corporation or business that competes with the Company.

         (b)      For a period of two (2) years following the termination of the
                  Executive's employment for any reason, the Executive will not
                  directly or indirectly solicit the Business of any customer of
                  the Company during the two (2) year period prior to the
                  termination of the employment relationship with the Company
                  for any purpose other than to obtain, maintain and/or service
                  the customer's Business for the Company.

         (c)      For a period of two (2) years following the termination of the
                  Executive's employment for any reason, the Executive agrees
                  not to, directly or indirectly, recruit or solicit any
                  employees of the Company to work for the Executive or any
                  other person or entity.

         (d)      As used in this Section, the following terms shall have their
                  respective definitions:

                  (i)      "Business" means the business of providing clinical
                           laboratory services.

                  (ii)     "Indirectly solicit" shall include, but are not to be
                           limited to, providing Company's proprietary
                           information to another individual, or entity,
                           allowing the use of Executive's name by any company
                           (or any employees of any other company) other than
                           the Company, in the solicitation of the Business of
                           Company's customers.

         (e)      EXCLUSIVE PROPERTY. Executive confirms that all confidential
                  information is and shall remain the exclusive property of the
                  Company. All business records, papers and documents kept or
                  made by Executive relating to the business of the Company, its
                  affiliates and subsidiaries (other than his personal records)
                  shall be and remain the property of the Company. Upon the
                  termination of his employment with the Company or upon the
                  request of the Company at any time, Executive shall promptly
                  deliver to the Company, and shall not without the consent of
                  the Board retain copies of, any written materials not
                  previously made available to the public, or records and


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                  documents made by Executive in his possession concerning the
                  business or affairs of the Company or any of its affiliates or
                  subsidiaries (other than his personal records); provided,
                  however, that subsequent to any such termination, the Company
                  shall provide Executive with copies (the cost of which shall
                  be borne by Executive) of any documents which are requested by
                  Executive and which Executive has determined in good faith are
                  (i) required to establish a defence to a claim that Executive
                  has not complied with his duties hereunder or (ii) necessary
                  to Executive in order to comply with applicable law.

         (f)      REMEDIES.

                  (i)      INJUNCTIVE RELIEF. Without intending to limit the
                           remedies available to the Company, Executive
                           acknowledges that a breach of any of the covenants
                           contained in this Section 12 may result in material
                           irreparable injury to the Company or its affiliates
                           or subsidiaries for which there is no adequate remedy
                           at law, that it will not be possible to measure
                           damages for such injuries precisely and that, in the
                           event of such a breach or threat thereof, the Company
                           shall be entitled to obtain a temporary restraining
                           order and/or a preliminary or permanent injunction
                           restraining Executive from engaging in activities
                           prohibited by this Section 12 or such other relief as
                           may be required to specifically enforce any of the
                           covenants in this Section 12. Without intending to
                           limit the remedies available to Executive, Executive
                           shall be entitled to seek specific performance of the
                           Company's obligations under this Agreement.

                  (ii)     ADDITIONAL REMEDY. In the event of an arbitrator's
                           determination that Executive has breached any of the
                           covenants contained in this Section 12 during his
                           employment or within one year after termination
                           thereof for any reason, then (1) all of Executive's
                           outstanding stock options shall immediately terminate
                           as of the date of the breach and (2) any gains
                           realized by Executive from exercising all or a
                           portion of any stock options within three months
                           prior to his termination of employment or anytime
                           after his termination of employment, shall be paid by
                           Executive to the Company. The amount of the realized
                           gains shall be the difference between the exercise
                           price and the fair market value of the stock on the
                           day each option is exercised and the Executive agrees
                           to pay immediately said amounts to the Company. The
                           Company shall cooperate with the Executive in filing
                           amended tax returns required as a result of the
                           exercise by the Company of its rights pursuant to
                           this subclause (ii). Executive agrees to pay
                           immediately the unpaid balance to the Company.
                           Executive may be released from his obligations
                           hereunder only if the Board (or its duly appointed
                           agent) determines in its sole discretion that such
                           action is in the best interests of the Company.

13.      ARBITRATION. In the event of any difference of opinion or dispute
         between the Executive and the Company with respect to the construction
         or interpretation of this Agreement or the


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         alleged breach thereof, which cannot be settled amicably by agreement
         of the parties, then such dispute shall be submitted to and determined
         by arbitration by a single arbiter in the city of Toronto, Ontario in
         accordance with the provision of the Arbitrations Act (Ontario), and
         judgment upon the award rendered shall be final, binding and conclusive
         upon the parties and may be entered in the highest court, provincial or
         federal, having jurisdiction. The costs of the arbitration shall be
         borne as determined by the arbitrator; PROVIDED, HOWEVER, that if the
         Company's position is not substantially upheld, as determined by the
         arbitrator, the expenses of the Executive (including, without
         limitation, fees and expenses payable to the arbitrator, fees and
         expenses payable to witnesses, including expert witnesses, fees and
         expenses payable to attorneys and other professionals, expenses of the
         Executive in attending the hearing, costs in connection with obtaining
         and presenting evidence and costs of the transcription of the
         proceedings), as determined by the arbitrator, shall be reimbursed to
         him by the Company.

14.      CONFIDENTIALITY. During the Employment Term, and except as otherwise
         required by law, the Executive shall not disclose or make accessible to
         any business, person or entity, or make use of (other than in the
         course of the business of the Company) any trade secrets, proprietary
         knowledge or confidential information, which he shall have obtained
         during his employment by the Company and which shall not be generally
         known to or recognized by the general public. All information regarding
         or relating to any aspect of either the Company's business, including
         but not limited to that relating to existing or contemplated business
         plans, activities or procedures, current or prospective clients,
         current or prospective contracts or other business arrangements,
         current or prospective products, facilities and methods, manuals,
         intellectual property, price lists, financial information (including
         the revenues, costs, or profits associated with any of the Company's
         products or services), or any other information acquired because of the
         Executive's employment by the Company, shall be conclusively presumed
         to be confidential; PROVIDED, HOWEVER, that Confidential Information
         shall not include any information known generally to the public (other
         than as a result of unauthorized disclosure by the Executive) or any
         specific information or type of information generally not considered
         information disclosed by the Company or any officer thereof to a third
         party without restrictions on the disclosure of such information. The
         Executive's obligations under this Section 14 shall be in addition to
         any other confidentiality or nondisclosure obligations of the Executive
         of the Company at law or under any other agreements.

15.      OTHER MATTERS.

         (a)      ENTIRE AGREEMENT. This Agreement constitutes the entire
                  agreement between the Company and the Executive relating to
                  the subject matter hereof, and supersedes any previous
                  agreements, commitments and understandings, written or oral,
                  with respect to the matters provided herein. As used in this
                  Agreement, terms such as "herein," "hereof," "hereto" and
                  similar language shall be construed to refer to this entire
                  instrument and not merely the paragraph or sentence in which
                  they appear, unless so limited by express language.


                                      -11-
<PAGE>
         (b)      ASSIGNMENT. Except as set forth below, this Agreement and the
                  rights and obligations contained herein shall not be
                  assignable or otherwise transferable by either party to this
                  Agreement without the prior written consent of the other party
                  to this Agreement. Notwithstanding the foregoing, any amounts
                  owing to the Executive upon his death shall inure to the
                  benefit of his heirs, legatees, personal representatives,
                  executor or administrator.

         (c)      NOTICES. Any and all notices provided for under this Agreement
                  shall be in writing and hand delivered or sent by first class
                  registered or certified mail, postage prepaid, return receipt
                  requested, addressed to the Executive at his residence or to
                  the Company at its usual place of business, and all such
                  notices shall be deemed effective at the time of delivery or
                  at the time delivery is refused by the addressee upon
                  presentation.

         (d)      AMENDMENT/WAIVER. No provision of this Agreement may be
                  amended, waived, modified, extended or discharged unless such
                  amendment, waiver, extension or discharge is agreed to in
                  writing signed by both the Company and the Executive.

         (e)      APPLICABLE LAW. This Agreement and the rights and obligations
                  of the parties hereunder shall be construed, interpreted, and
                  enforced in accordance with the laws of the Province of
                  Ontario.

         (f)      SEVERABILITY. The Executive hereby expressly agrees that all
                  of the covenants in this Agreement are reasonable and
                  necessary in order to protect the Company and its business. If
                  any provision or any part of any provision of this Agreement
                  shall be invalid or unenforceable under applicable law, such
                  part shall be ineffective only to the extent of such
                  invalidity or unenforceability and shall not affect in any way
                  the validity or enforceability of the remaining provisions of
                  this Agreement, or the remaining parts of such provision.

         (g)      SUCCESSOR OF INTERESTS. In the event the Company merges or
                  consolidates with or into any other corporation or
                  corporations, or sells or otherwise transfers substantially
                  all of its assets to another corporation, the provisions of
                  this Agreement shall be binding upon and inure to the benefit
                  of the corporation surviving or resulting from the merger or
                  consolidation or to which the assets are sold or transferred
                  and, prior to the consummation of any such event, the Company
                  shall obtain the express written assumption of this Agreement
                  by the other corporation (other than in the case of a merger
                  after which the Company is the surviving entity). All
                  references herein to the Company refer with equal force and
                  effect to any corporate or other successor of the corporation
                  that acquires directly or indirectly by merger, consolidation,
                  purchase or otherwise, all or substantially all of the assets
                  of the Company.

         (h)      NO MITIGATION. The Executive shall not be required to mitigate
                  amounts payable pursuant to Section (11) hereof by seeking
                  other employment or otherwise.


                                      -12-
<PAGE>
16.      INDEMNIFICATION. The Company shall indemnify the Executive to the full
         extent permitted by law and the By-laws of the Company for all
         expenses, costs, liabilities and legal fees which the Executive may
         incur in the discharge of all his duties hereunder, including, without
         limitation, the right to be paid in advance by the Company for his
         expenses in defending a civil or criminal action, proceeding or
         investigation prior to the final disposition thereof. The Executive
         shall be insured under the Company's Directors' and Officers' Liability
         Insurance Policy as in effect from time to time. Notwithstanding any
         other provision of this Agreement to the contrary, any termination of
         the Executive's employment or of this Agreement shall have no effect on
         the continuing operations of this Section (16).

17.      AUTHORITY. The execution, delivery and performance of this Agreement
         has been duly authorized by the Company and this Agreement represents
         the valid, legal and binding obligation of the Company, enforceable
         against the Company according to its terms.




                                      -13-
<PAGE>
         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its own behalf and has caused its corporate seal to be affixed, and
the Executive has executed this Agreement on his own behalf intending to be
legally bound, as of the date first written above.


                                DYNACARE INC.


                                BY: /s/ Harvey Shapiro
                                    --------------------------------



                                EXECUTIVE:

                                /s/ Osama I. Sherif
                                ------------------------------------
                                Osama I. Sherif















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