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                                                                   EXHIBIT 10.11

THIS AGREEMENT MADE EFFECTIVE THE 1ST DAY OF OCTOBER, 2002.

By and Among:

         Laidlaw Inc., a corporation duly incorporated under the laws of Canada
         ("LINC")

                                       and

         American Medical Response, Inc., a Delaware corporation ("AMR")

                                       and

            EmCare Holdings, Inc., a Delaware corporation ("EmCare")

                                       and

                       William A. Sanger (the "Executive")

WHEREAS, LINC, AMR and EmCare desire that the Executive enter into employment
with AMR and EmCare and the Executive desires to be employed by AMR and EmCare;

NOW THEREFORE, the parties have agreed that the terms and conditions of the
relationship shall be as follows:

ARTICLE 1 -- DEFINITIONS

Whenever used in this Agreement, the following terms shall have the meanings set
forth below, and when the meaning is intended, the initial letter of the word is
capitalized:

(a)      "Agreement" means this employment agreement, as amended from time to
         time.

(b)      "AMR" shall mean American Medical Response, Inc., a Delaware
         corporation and a wholly owned subsidiary of LINC.

(c)      "Base Salary" means the salary of record paid to the Executive as
         annual salary, and as further indicated in paragraph (a) of Article 4
         (Compensation).

(d)      "Board" means the Board of Directors of LINC.

(e)      "Cause" means the Executive's:

         (i)      Willful and continued failure to perform substantially the
                  Executive's duties with AMR and EmCare, which failure is not
                  cured within thirty (30) days after LINC delivers to the
                  Executive written demand for substantial performance,
                  specifically

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                  identifying the manner in which the Executive has not
                  substantially performed his duties;

         (ii)     Conviction of an indictable offense; or

         (iii)    Willfully engaging in illegal conduct or gross misconduct
                  which is materially and demonstrably injurious to LINC, AMR or
                  EmCare.

         For purposes of this paragraph and Article 13, no act or omission by
         the Executive shall be considered "willful" unless it is done or
         omitted in bad faith or without reasonable belief that the Executive's
         action or omission was in the best interests of LINC, AMR or EmCare.

(f)      "Committee" means the Compensation Committee of the Board.

(g)      "Effective Date" means October 1, 2002.

(h)      "EmCare" shall mean EmCare Holdings, Inc., a Delaware corporation and a
         wholly owned subsidiary of LINC.

(i)      "Executive" shall mean Mr. William A. Sanger.

(j)      "LINC" shall mean Laidlaw Inc., a corporation incorporated under the
         laws of Canada, including any and all subsidiaries (other than AMR or
         EmCare) or any successor thereto.

ARTICLE 2 -- TERM OF THE AGREEMENT

The term of this Agreement shall commence on the Effective Date and shall
continue until terminated in accordance with Article 6 hereof.

ARTICLE 3 -- TITLE; COMMENCEMENT OF EMPLOYMENT; REPORTING

The Executive shall serve as the President and Chief Executive Officer of AMR
and the Chief Executive Officer of EmCare. The Executive's employment shall
commence on the Effective Date. The Executive shall report to the Chief
Executive Officer of LINC.

ARTICLE 4 -- COMPENSATION

(a)      Unless otherwise provided, all dollar amounts set forth in this
         Agreement shall be in United States Dollars. The Base Salary of the
         Executive for his services shall be at the annualized rate of $575,000.
         The Base Salary shall be payable twice monthly on the 15th business day
         and the last business day of each month. The Base Salary shall be
         reviewed annually during LINC's normal review period. The review will
         be undertaken by assessing the Executive's achievement of the overall
         objectives established by the Committee in consultation with the
         Executive and with regard to the market rates of remuneration paid for
         similar duties and responsibilities.

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(b)      The Executive will be eligible to participate in a short term incentive
         plan. For fiscal years commencing October 1, 2002 and thereafter, the
         Executive's target bonus under such plan shall be 75% of Base Salary
         and the maximum bonus shall be 150% of Base Salary. The Executive's
         right to receive any bonus under such plan shall be determined based
         only upon quantitative measurements established by the Committee after
         consultation with the Executive and as set forth in accordance with
         such plan.

(c)      The Executive shall participate in The Supplemental Executive
         Retirement Plan (the "Supplemental Plan") sponsored by LINC for the
         benefit of its U.S. employees, for so long as LINC maintains such plan.
         Upon the Effective Date of this Agreement, the Executive will be
         credited with five (5) years of past service credit for purposes of
         benefit accrual and vesting under the Supplemental Plan.

(d)      Upon (1) a Sale of AMR (as defined in this paragraph (d)) that is
         consummated before October 1, 2007, (2) an IPO of AMR Stock (as defined
         in this paragraph (d)) that is consummated before October 1, 2007 or
         (3) the occurrence of the AMR Valuation Event (as defined in this
         paragraph (d)), the Executive shall be entitled to the AMR Bonus (as
         defined in this paragraph (d)) if the Value of AMR (as defined in this
         paragraph (d)) exceeds $410 million and if the Executive remains
         employed under this Agreement upon the occurrence of the event
         described in (1), (2) or (3), as applicable.

         In the event of a Sale of AMR, the AMR Bonus shall be paid in a lump
         sum in cash as soon as practicable after the Sale of AMR; provided,
         however, that such payment shall be made no later than the 90th day
         following the Sale of AMR. In the event of an IPO of AMR Stock, the AMR
         Bonus shall be paid as soon as practicable after the IPO of AMR Stock
         (but in no event later than 90 days following the IPO of AMR Stock) and
         shall be paid in a lump sum in cash or, if mutually agreed by AMR and
         the Executive, in the form of (A) an option to purchase AMR common
         stock, which option shall have a value equal to the AMR Bonus, (B)
         other equity-based awards relating to AMR common stock, which awards
         shall have a value equal to the AMR Bonus, or (C) a combination of
         cash, stock options described in clause (A) or awards described in
         clause (B). In the event of the occurrence of the AMR Valuation Event,
         the AMR Bonus shall be paid in a lump sum in cash as soon as
         practicable after the AMR Valuation Event; provided, however, that such
         payment shall be made no later than the 90th day following the AMR
         Valuation Event.

         For purposes of this paragraph (d):

         (i)      "Sale of AMR" shall mean the disposition by LINC of 50% or
                  more of its ownership interest in AMR in a transaction
                  involving the receipt of consideration by LINC, or the sale of
                  all or substantially all of the assets of AMR in a transaction
                  involving the receipt of consideration by LINC or AMR.

         (ii)     "IPO of AMR Stock" shall mean an underwritten public offering
                  pursuant to an effective registration statement filed under
                  the Securities Act of 1933 covering the

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                  offer and sale of the shares of common stock of AMR for the
                  account of AMR or LINC.

         (iii)    "AMR Valuation Event" shall mean the opening of business on
                  October 1, 2007 if neither a Sale of AMR nor an IPO of AMR
                  Stock is consummated before October 1, 2007.

         (iv)     "Value of AMR" shall mean:

                  (I)      with respect to a Sale of AMR, the enterprise value
                           of AMR at the time of such sale, less (x) third party
                           debt incurred in the ordinary course of business of
                           AMR that is not assumed by the acquiror, (y) normal
                           and customary transaction closing expenses and (z)
                           all payments made to AMR employees that are triggered
                           by the Sale of AMR;

                  (II)     with respect to an IPO of AMR Stock, the product of
                           (x) the average closing price of a share of common
                           stock of AMR for the twenty (20) trading days
                           immediately following an IPO of AMR Stock, as
                           reported in the Wall Street Journal and (y) the total
                           number of outstanding shares of common stock of AMR
                           on the date of the IPO of AMR Stock, such product to
                           be reduced by commissions and normal and customary
                           transaction closing expenses incurred in connection
                           with the IPO of AMR Stock; and

                  (III)    with respect to the AMR Valuation Event, the
                           enterprise value of AMR at the time of the AMR
                           Valuation Event, as determined by an independent
                           third party appraiser utilizing principles and
                           analysis substantially similar to those used by
                           Miller Buckfire Lewis & Co., LLC in its valuation of
                           AMR in 2002.

         (v)      "AMR Bonus" shall mean an amount equal to 5% of the amount by
                  which the Value of AMR exceeds $410 million.

(e)      Upon (1) a Sale of EmCare (as defined in this paragraph (e)) that is
         consummated before October 1, 2007, (2) an IPO of EmCare Stock (as
         defined in this paragraph (e)) that is consummated before October 1,
         2007 or (3) the occurrence of the EmCare Valuation Event (as defined in
         this paragraph (e)), the Executive shall be entitled to the EmCare
         Bonus (as defined in this paragraph (e)) if the Value of EmCare (as
         defined in this paragraph (e)) exceeds $125 million and if the
         Executive remains employed under this Agreement upon the occurrence of
         the event described in (1), (2) or (3), as applicable.

         In the event of a Sale of EmCare, the EmCare Bonus shall be paid in a
         lump sum in cash as soon as practicable after the Sale of EmCare;
         provided, however, that such payment shall be made no later than the
         90th day following the Sale of EmCare. In the event of an IPO of EmCare
         Stock, the EmCare Bonus shall be paid as soon as practicable after the
         IPO of EmCare Stock (but in no event later than 90 days following the
         IPO of EmCare

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         Stock) and shall be paid in a lump sum in cash or, if mutually agreed
         by AMR and the Executive, in the form of (A) an option to purchase
         EmCare common stock, which option shall have a value equal to the
         EmCare Bonus, (B) other equity-based awards relating to EmCare common
         stock, which awards shall have a value equal to the EmCare Bonus, or
         (C) a combination of cash, stock options described in clause (A) or
         awards described in clause (B). In the event of the occurrence of the
         EmCare Valuation Event, the EmCare Bonus shall be paid in a lump sum in
         cash as soon as practicable after the EmCare Valuation Event; provided,
         however, that such payment shall be made no later than the 90th day
         following the EmCare Valuation Event.

         For purposes of this paragraph (e):

         (i)      "Sale of EmCare" shall mean the disposition by LINC of 50% or
                  more of its ownership interest in EmCare in a transaction
                  involving the receipt of consideration by LINC, or the sale of
                  all or substantially all of the assets of EmCare in a
                  transaction involving the receipt of consideration by LINC or
                  EmCare.

         (ii)     "IPO of EmCare Stock" shall mean an underwritten public
                  offering pursuant to an effective registration statement filed
                  under the Securities Act of 1933 covering the offer and sale
                  of the shares of common stock of EmCare for the account of
                  EmCare or LINC.

         (iii)    "EmCare Valuation Event" shall mean the opening of business on
                  October 1, 2007 if neither a Sale of EmCare nor an IPO of
                  EmCare Stock is consummated before October 1, 2007.

         (iv)     "Value of EmCare" shall mean:

                  (I)      with respect to a Sale of EmCare, the enterprise
                           value of EmCare at the time of such sale, less (x)
                           third party debt incurred in the ordinary course of
                           business of EmCare that is not assumed by the
                           acquiror, (y) normal and customary transaction
                           closing expenses and (z) all payments made to EmCare
                           employees that are triggered by the Sale of EmCare;

                  (II)     with respect to an IPO of EmCare Stock, the product
                           of (x) the average closing price of a share of common
                           stock of EmCare for the twenty (20) trading days
                           immediately following an IPO of EmCare Stock, as
                           reported in the Wall Street Journal and (y) the total
                           number of outstanding shares of common stock of
                           EmCare on the date of the IPO of EmCare Stock, such
                           product to be reduced by commissions and normal and
                           customary transaction closing expenses incurred in
                           connection with the IPO of EmCare Stock; and

                  (III)    with respect to the EmCare Valuation Event, the
                           enterprise value of EmCare at the time of the EmCare
                           Valuation Event, as determined by an

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                           independent third party appraiser utilizing
                           principles and analysis substantially similar to
                           those used by Miller Buckfire Lewis & Co., LLC in its
                           valuation of EmCare in 2002.

         (v)      "EmCare Bonus" shall mean an amount equal to 5% of the amount
                  by which the Value of EmCare exceeds $125 million.

ARTICLE 5 -- BENEFITS

(a)      AUTOMOBILE

         LINC will, or will cause AMR or EmCare to, (i) provide the Executive
         with a monthly allowance of One Thousand, Two Hundred Dollars
         ($1,200.00) for expenses incurred by the Executive for the leasing of
         an automobile and (ii) reimburse the Executive for expenses incurred by
         the Executive in connection with the related operating and insurance
         expenses for such automobile, provided that the Executive provides an
         itemized written account and receipts acceptable to LINC.

(b)      EXPENSES

         It is understood and agreed that the Executive will incur expenses in
         connection with his duties under this Agreement, including, but not
         limited to, travel expenses, home facsimile expenses, personal computer
         expenses and telephone expenses. LINC shall, or shall cause AMR or
         EmCare to, reimburse the Executive for any such expenses provided that
         the Executive provides an itemized written account and receipts
         acceptable to LINC.

(c)      VACATION

         The Executive shall be entitled to five (5) weeks vacation during each
         calendar year, pro-rated, however, for 2002 based on the number of days
         remaining in 2002 after the date of this Agreement divided by 365. The
         vacation shall be taken at the discretion of the Executive with the
         understanding that the Executive will take into account business needs
         and operations in scheduling vacation.

(d)      WELFARE BENEFITS

         LINC shall, or shall cause AMR or EmCare to, provide to the Executive
         welfare benefit coverages (such as medical insurance, dental insurance,
         short and long-term disability insurance and group term life insurance)
         in accordance with employee benefit plans and policies maintained by
         AMR or EmCare for the benefit of employees of AMR or EmCare, and as
         amended from time to time; provided, however, that LINC shall, or shall
         cause AMR or EmCare to, reimburse the Executive for premiums paid by
         the Executive, if any, for coverage under such employee benefit plans
         and policies. Further, LINC shall, or shall cause AMR or EmCare to,
         provide the Executive with additional term life insurance that, in
         conjunction with coverage under the group life insurance programs
         provided to the Executive, provides coverage in an amount equal to five
         (5) times the Executive's Base Salary.

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(e)      CLUB MEMBERSHIP

         LINC will, or will cause AMR or EmCare to, reimburse the Executive for
         up to an aggregate amount of Fifty Thousand Dollars ($50,000.00) of
         expenses incurred by the Executive for the initial membership fees
         associated with joining business or recreational clubs that the
         Executive will use in connection with AMR's or EmCare's business. LINC
         will, or will cause AMR or EmCare to, reimburse the Executive for up to
         an aggregate monthly amount of One Thousand Dollars ($1,000.00) of
         expenses incurred by the Executive for ongoing monthly dues payable in
         connection with the Executive's membership in such clubs.

(f)      EXECUTIVE RELOCATION ALLOWANCE

         (i)      The Executive shall be entitled to reimbursement of customary
                  moving and transportation expenses in connection with the
                  Executive's relocation to Denver, Colorado. Additionally, AMR
                  or EmCare will reimburse Executive for the reasonable expenses
                  incurred by the Executive or his spouse in taking one trip to
                  Delray Beach, Florida every 4 weeks until the earlier of (x)
                  the sale of Executive's home in Delray Beach, Florida or (y)
                  October 1, 2004, and AMR or EmCare shall reimburse the
                  Executive for ordinary and reasonable closing costs (excluding
                  realty fees) with respect to the sale of his home in Delray
                  Beach, Florida if such sale occurs before October 1, 2004. The
                  Executive shall be entitled to a gross-up payment in such
                  amount as is necessary to cover the Executive's federal, state
                  and local income tax exposure resulting from the payments
                  described in this paragraph (f)(i).

         (ii)     Until the earlier of the third anniversary of the Effective
                  Date or the date of the termination of this Agreement (the
                  "Rental Period"), AMR shall allow the Executive to reside at
                  the residence owned by AMR and located at 430 Steele Street,
                  Denver, Colorado (the "Residence"). While the Executive
                  resides in the Residence, the Executive shall make a monthly
                  rental payment to AMR in an amount equal to $4,200. During the
                  Rental Period and for a period of one (1) month thereafter,
                  the Executive shall have the option, upon at least thirty (30)
                  days advance written notice to AMR, to purchase the Residence
                  from AMR for an amount equal to the fair market value of the
                  Residence (as determined by an independent appraiser) on the
                  date on which the Executive purchases the Residence pursuant
                  to such option, reduced by the value on such date of any
                  leasehold improvements made to the Residence by the Executive.
                  If the Executive does not exercise his option to purchase the
                  Residence pursuant to the preceding sentence, AMR shall
                  reimburse the Executive for the value of any leasehold
                  improvements made to the Residence by the Executive.

         (iii)    The Executive shall be entitled to reimbursement of expenses
                  incurred by him in furnishing and decorating the Residence, up
                  to an amount equal to $48,000.

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ARTICLE 6 -- TERMINATION OF EMPLOYMENT

(a)      Notwithstanding the provisions of Article 2 of this Agreement, the
         parties understand and agree that this Agreement and the Executive's
         employment hereunder may be terminated in the following manner in the
         specified circumstances:

         (i)      By the Executive, at any time, for any reason, on the giving
                  of 90 days' written notice to LINC. LINC may waive notice, in
                  whole or in part, upon immediate payment to the Executive of
                  the Executive's Base Salary for such portion of the 90-day
                  notice period as is waived by LINC.

         (ii)     By LINC, without any notice or pay, for Cause.

         (iii)    By LINC, in its absolute discretion and for any reason,
                  without Cause. Upon such termination, LINC shall, or shall
                  cause AMR or EmCare to, (A) continue to pay the Executive his
                  Base Salary in effect at the time of such termination for a
                  period of 24 months following such termination, (B) pay the
                  Executive a monthly amount equal to one-twelfth of the
                  Executive's target bonus in effect at the time of the
                  Executive's termination of employment for a period of 24
                  months following such termination, (C) if Executive is
                  terminated without Cause prior to a Sale of AMR, an IPO of AMR
                  Stock or the AMR Valuation Event, pay Executive an amount
                  equal to 5% of the amount by which the enterprise value of AMR
                  at the time of such termination (as determined by an
                  independent third party appraiser utilizing principles and
                  analysis substantially similar to those used by Miller
                  Buckfire Lewis & Co., LLC in its valuation of AMR in 2002)
                  exceeds $410 million, (D) if Executive is terminated without
                  Cause prior to a Sale of EmCare, an IPO of EmCare Stock or the
                  EmCare Valuation Event, pay Executive an amount equal to 5% of
                  the amount by which the enterprise value of EmCare at the time
                  of such termination (as determined by an independent third
                  party appraiser utilizing principles and analysis
                  substantially similar to those used by Miller Buckfire Lewis &
                  Co., LLC in its valuation of EmCare in 2002) exceeds $125
                  million and (E) continue to provide the Executive medical
                  insurance, dental insurance and term life insurance for a
                  period of 24 months after termination, or, if such benefits
                  cannot be provided, LINC shall, or shall cause AMR or EmCare
                  to, pay to the Executive an equivalent lump sum cash amount in
                  lieu of such benefits.

         In order to receive the entitlement under paragraph 6(a)(iii), the
         Executive must undertake to sign a release in a form satisfactory to
         LINC, AMR and EmCare, fully releasing LINC, AMR and EmCare from further
         claims upon payment of the amounts stipulated herein. However, the form
         of release shall not require that the Executive give up any rights of
         indemnity which the Executive may have had as against LINC, AMR and
         EmCare for acts carried out by the Executive in the ordinary course of
         AMR's or EmCare's business.

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(b)      The Executive agrees that during employment pursuant to this Agreement
         and for twenty-four (24) months following termination without Cause of
         his employment and payment of the severance payment amount and benefit
         continuation as detailed in subparagraph (iii) of paragraph (a) of
         Article 6 (Termination of Employment), he will not solicit or accept
         business with respect to products competitive with those of AMR or
         EmCare from any of AMR's or EmCare's customers, wherever situated, and
         he shall not either individually or in partnership, or jointly in
         conjunction with any other person, entity or organization, as
         principal, agent, consultant, lender, contractor, employer, employee,
         investor, shareholder, or in any other manner, directly or indirectly,
         advise, manage, carry on, establish, control, engage in, invest in,
         offer financial assistance or services to, or permit his name to be
         used by any business that competes with the then-existing business of
         AMR or EmCare, provided that the Executive shall be entitled, for
         investment purposes, to purchase and trade shares of a public company
         which are listed and posted for trading on a recognized stock exchange
         and the business of which public company may be in competition with the
         business of AMR or EmCare, provided that the Executive shall not
         directly or indirectly own more than five percent (5%) of the issued
         share capital of the public company, or participate in its management
         or operation, or in any advisory capacity within the time limits set
         out herein.

         For purposes of the obligations set out herein, the business of AMR or
         EmCare shall mean the provision of (a) critical care transportation
         services, non-emergency ambulance and transfer services and emergency
         response services and/or (b) emergency management services to
         hospital-based emergency departments.

(c)      The Executive further agrees that for a period of twenty-four (24)
         months following termination of employment, however caused, he will not
         solicit for hire or rehire, or take away, or cause to be hired, or
         taken away, any employee of LINC, AMR or EmCare.

ARTICLE 7 -- AUTHORITY

(a)      The Executive shall have, subject always to the general or specific
         instructions and directions of the Chief Executive Officer of LINC,
         full power and authority to manage and direct the business affairs of
         AMR and EmCare (except only the matters and duties as by law must be
         transacted or performed by the Board or by the shareholders of LINC,
         AMR or EmCare), including power and authority to enter into contracts,
         engagements or commitments of every nature or kind, in the name of and
         on behalf of AMR and EmCare, and to engage, employ and dismiss all
         managers and other employees and agents of AMR and EmCare, subject to
         the by-laws and charter documents of LINC, AMR or EmCare.

(b)      The Executive shall conform to all lawful instructions and directions
         given to him by the Chief Executive Officer of LINC and obey and carry
         out the by-laws of LINC, AMR and EmCare.

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ARTICLE 8 -- SERVICE

(a)      The Executive, throughout the term of his employment, shall devote his
         full time and attention to the business and affairs of AMR and EmCare,
         and shall not undertake any other business or occupation or, unless
         approved by the Chief Executive Officer of LINC, become either (i) an
         officer, employee or agent of any other company or firm which is a
         commercial venture or (ii) a director of more than two companies or
         firms which are commercial ventures; provided, however, that the
         Executive shall be entitled to maintain his ownership interest in BIDON
         Inc. ("BIDON") and shall be entitled to attend the meetings of the
         principals of BIDON from time to time, provided that such ownership or
         attendance does not conflict with the Executive's duties and
         obligations hereunder.

(b)      The Executive shall well and faithfully serve AMR and EmCare and use
         his best efforts to promote the interests thereof and shall not
         disclose any information he may acquire in relation to LINC's, AMR's or
         EmCare's business, the private affairs or trade secrets of LINC, AMR or
         EmCare, techniques and concepts, and other confidential information
         concerning the business, operations or financing of LINC, AMR or
         EmCare, to any person other than the Board or the Chief Executive
         Officer of LINC, or for any purposes other than those of LINC, AMR or
         EmCare, either during the term of his employment under this Agreement
         or after such term.

ARTICLE 9 -- CHANGE IN CONTROL

(a)      If a change in control (as defined in the Change in Control Agreement)
         occurs, except as otherwise provided in this Article 9, the rights and
         obligations of the Executive and LINC shall be in accordance with the
         Change in Control Agreement attached as Appendix A.

(b)      In order to receive the entitlement under this paragraph, the Executive
         must undertake to sign a release in a form satisfactory to LINC, fully
         releasing LINC from further claims upon payment of the amounts
         stipulated in Appendix A. However, the form of release shall not
         require that the Executive give up any rights of indemnity which the
         Executive may have had as against LINC for acts carried out by the
         Executive in the ordinary course of LINC's, AMR's or EmCare's business.

If a change in control occurs and Executive receives all payments under the
Change in Control Agreement, the Executive hereby waives any rights he may have
to any payments or other benefits under this Agreement, including any severance
payments, provided that Executive shall remain entitled to the payments
described in Section 6(a)(iii)(C) and 6(a)(iii)(D) hereof in the circumstances
described in Section 6(a)(iii) hereof, subject to the requirements of the final
paragraph of Section 6(a) hereof.

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ARTICLE 10 -- ASSIGNMENT OF RIGHTS

The rights which accrue to LINC, AMR or EmCare under this Agreement shall pass
to their affiliates, successors or assigns. The rights of the Executive under
this Agreement are not assignable or transferable in any manner but flow to the
Executive's estate and heirs.

ARTICLE 11 -- NOTICES

All notices and other communications required or permitted hereunder, or
necessary or convenient in connection herewith, shall be in writing and shall be
deemed to have been given when hand delivered, delivered by facsimile or mailed
by registered mail as follows (provided that notice of change of address shall
be deemed given only when received):

If to LINC, AMR or EmCare to:

Laidlaw Inc.
3221 North Service Road
Burlington, Ontario
Canada L7R 3Y8

If to the Executive, to:

William A. Sanger
430 Steele Street
Denver, Colorado

or to such other names or addresses as LINC, AMR, EmCare or the Executive shall
designate by notice to the other in the manner specified in this paragraph.

ARTICLE 12 -- LIABILITY INSURANCE

LINC shall, or shall cause AMR or EmCare to, maintain the Executive's liability
insurance in accordance with corporate policy and applicable law.

ARTICLE 13 -- INDEMNIFICATION

LINC shall, or shall cause AMR or EmCare to, agree that if the Executive is made
a party to any action, suit, proceeding or any other claim whatsoever, by reason
of the fact that the Executive is or was a director, officer, employee or agent
of LINC, AMR or EmCare, or is or was serving at the request of LINC, AMR or
EmCare as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, whether or not the basis
of such claim is the Executive's alleged action in an official capacity while in
service as a director, officer, employee or agent of LINC, AMR or EmCare, the
Executive shall be indemnified and held harmless by LINC, AMR or EmCare to the
fullest extent legally permitted or authorized by LINC's, AMR's or EmCare's
certificate of incorporation or bylaws or resolutions of the board of directors
of LINC, AMR or EmCare against all expenses, liability and loss, including,
without

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limitation, legal fees, fines or penalties and amounts paid or to be paid in
settlement, all as reasonably incurred by the Executive in connection therewith,
and such indemnification shall continue as to the Executive even after the
Executive has ceased to be a director, officer, employee or agent of LINC, AMR
or EmCare, and shall inure to the benefit of the Executive's heirs, executors
and administrators.

ARTICLE 14 -- WITHHOLDING OF TAXES

LINC shall, or shall cause AMR or EmCare to, withhold from any amounts payable
under this Agreement all taxes as legally shall be required pursuant to
applicable federal, state or local laws. LINC, AMR and EmCare shall not be
obligated to compensate the Executive for the payment of such taxes.

ARTICLE 15 -- SEVERABILITY

If any provision of this Agreement or the application thereof to anyone, or
under any circumstances, is adjudicated to be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect any other
provision or application of this Agreement which can be given effect without the
invalid or unenforceable provision or application and shall not invalidate or
render unenforceable such provision or application in any other jurisdiction.

ARTICLE 16 -- ENTIRE AGREEMENT

This Agreement, including Appendix A hereto, constitutes the entire agreement
between the parties with respect to the employment and appointment of the
Executive and any and all previous agreements, written or oral, express or
implied, between the parties or on their behalf, relating to the employment and
appointment of the Executive by LINC, AMR or EmCare, are terminated and
cancelled and each of the parties releases and forever discharges the other of
and from all manner of actions, causes of action, claims and demands whatsoever,
under or in respect of any previous agreement.

ARTICLE 17 -- AMENDMENT, WAIVER, ETC.

No provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by the
Executive, AMR, EmCare and LINC. No waiver by any party hereto at any time of
any breach by any other party hereto of, or compliance with, any condition of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.

ARTICLE 18 -- HEADINGS

The headings used in this Agreement are for convenience only and are not to be
construed in any way as additions to or limitations of the covenants and
agreements contained in it.

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<PAGE>

ARTICLE 19 -- COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and
the same instrument.

ARTICLE 20 -- GENDER AND NUMBER

Except where otherwise indicated by the context, any masculine term used herein
shall also include the feminine; the plural shall include the singular, the
singular shall include the plural.

ARTICLE 21 -- GOVERNING LAW

This Agreement shall be governed by the internal law, and not the laws of
conflicts, of the State of Delaware.

                           [SIGNATURES ON NEXT PAGE.]

IN WITNESS WHEREOF, the parties have executed this Agreement on the __ day of
________, 2003.

                                     LAIDLAW INC.

                                     By:________________________________________
                                     NAME:
                                     TITLE:

                                     AMERICAN MEDICAL RESPONSE, INC.

                                     By:________________________________________
                                     NAME:
                                     TITLE:

                                     EMCARE HOLDINGS, INC.

                                     By:________________________________________
                                     NAME:
                                     TITLE:

                                     WILLIAM A. SANGER

                                     ___________________________________________

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