EXHIBIT 10.18

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of the Effective Date (as hereinafter defined) by and between PHYAMERICA
PHYSICIAN GROUP, INC. (the "Employer"), a Delaware corporation with its
principal place of business in Durham, North Carolina, and Marc V. Weiner
("Employee"), a resident of Oakland, New Jersey.

                              W I T N E S S E T H:
                              - - - - - - - - - -
         WHEREAS, Employee was previously employed as a Regional Vice President
by SHG/PhyAmerica Physician Group, Inc., a subsidiary of Employer pursuant to an
Employment Agreement dated September 1, 1999 (the "Previous Agreement"), and

         WHEREAS, Employee has been serving as Executive Vice President and
Interim Chief Financial Officer of Employer since June 21, 2000; and

         WHEREAS, subject to the terms and conditions hereinafter provided,
Employer desires to employ Employee, and Employee desires to accept such
employment, on the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, and the agreements and covenants set forth herein,
Employee and Employer hereby agree as follows:

1.   Employment. Employer hereby employs Employee, and Employee hereby accepts
     such employment, subject to the terms and conditions stated herein. Upon
     the commencement of the term of this Agreement on the Effective Date, the
     Previous Agreement shall terminate and be of no further force and effect
     (except that the provisions of Sections 8, 9, 10 and 11, dealing with
     confidentiality, non-compete and non-solicitation shall survive and are
     continued by the provisions of this Agreement).

2.   Term. This Agreement shall be effective as of January 1, 2001 (the
     "Effective Date") and shall continue until December 31, 2001 (the "Initial
     Term") unless either Employer or Employee terminates this Agreement
     pursuant to Section 12 herein. Subsequent to the Initial Term, unless
     Employer or Employee terminates this Agreement pursuant to Section 12
     herein, this Agreement shall automatically renew itself for successive one
     year periods (the Initial Term plus all such renewal periods, if any,
     collectively, the "Term").

3.   Duties. During the Term the Employee shall perform the following duties
     pursuant to this Agreement:

     (a.) Employee shall serve as Chief Financial Officer and an Executive Vice
          President of Employer. Employee shall perform such services
          principally at Employer's headquarters in Durham, North Carolina,
          where Employer will provide office space and administrative support
          for Employee.

     (b.) Employee shall at all times abide and observe Employer's written
          policies and procedures as are in effect from time to time. Employee
          acknowledges that Employer is an equal opportunity employer and that
          Employer's established policy is not to discriminate on the basis of
          age, marital status, race, color, sex, religion or national origin, or
          to violate any federal or state anti-discrimination law. Employee
          shall be responsible for carrying out and implementing the foregoing
          policy throughout the operations and activities of Employer.
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     (c.) Employee may be elected to the Board of Directors of Employer, or of
          one or more of the Employer's subsidiaries or affiliates. If so
          elected, Employee may be removed at any time from any board position
          by action of the shareholders of such company or otherwise as provided
          in the bylaws or laws applicable to such company, and such removal
          shall not be considered to be a breach by the Employer or Employee of
          this Agreement.

4.   Compensation. For the services provided by Employee as an employee of
     Employer, Employer shall pay Employee the annual base salary (the "Base
     Salary") and other compensation identified on Exhibit A.

5.   Additional Benefits. During the term of this Agreement, Employee shall be
     entitled to and Employer shall provide to Employee, at no cost to Employee,
     all employment benefits which are generally provided to senior executive
     officers of Employer and its affiliates, including without limitation the
     following:

     (a.) Vacation and Sick Leave. Employee shall be entitled to paid vacation
          in accordance with that provided to other senior executive officers of
          Employer, plus all legal holidays observed by Employer and in
          accordance with the Company's policy. The dates of Employee's vacation
          shall be reasonably selected by Employee to reasonably minimize the
          inconvenience to Employer and with due regard to his responsibilities
          and duties hereunder, including, without limitation, making reasonable
          provision for coverage of Employees responsibilities and duties.
          Employee shall be entitled to paid sick leave in accordance with the
          Company's policy. Unused sick days for any calendar year may be
          carried over and shall accrue for use upon Employee's subsequent
          illness; provided, however, that upon Employee's termination of
          employment hereunder for any reason, Employee shall not be entitled to
          any payment or other compensation for any current or accrued sick
          days.

     (b.) Medical, Dental and Other Insurance. Employee may elect to be covered
          by medical, dental, life, long term disability and other insurance
          programs provided by Employer, or Employee may elect to opt out of
          such coverage. The compensation payable hereunder shall not be
          adjusted based upon any election to participate or not participate in
          any such programs.

     (c.) Continuing Professional Education. Employee shall be entitled to a
          maximum of 5 5 paid days per year to be used for continuing
          professional education. Employer will pay the cost of continuing
          professional education required to maintain the professional
          license(s) of Employee up to the amount of $2,500 per year, and
          provide reimbursement of usual and customary dues and license fees
          consistent with Employer's policies.

     (d.) Short-term Disability. Upon Employee's physical disability to perform
          his duties hereunder, after utilization of all of Employee's current
          and accrued sick days, Employee's Base Salary shall continue to be
          paid for the first 14 days following utilization of all of Employee's
          current and accrued sick days during which Employee continues to be
          incapable of performing his duties hereunder. During the Term,
          Employee shall be eligible for participation in, and shall receive all
          benefits under, Employer's short-term disability insurance plan, in
          accordance with such plan's terms as in effect from time to time.

     (e.) Paging Service. Employer shall provide and pay the cost of a paging
          service for use by Employee.

     (f.) Business-related Expenses. Employer shall reimburse Employee for all
          reasonable actual out of pocket expenses incurred by him in the
          performance of his duties hereunder and which are incurred at the
          direction of Employer and accounted for in accordance with Employer's
          written expense guidelines and reimbursement procedures and practices
          as in effect from time to time, including, but not limited to, travel,
          postage, shipping, copying, fax, long distance telephone and

<PAGE>
          cellular phone. Employee's automobile expenses shall be reimbursed
          based on the then applicable per mile amount allowed as a deduction
          for federal income tax purposes.

     (g.) Travel Expenses for Durham Office. In addition to the benefits
          generally provided to senior executive officers of Employer, until
          such time as Employee relocates to Durham, North Carolina, Employer
          will pay reasonable travel/lodging/automobile expenses incurred by
          Employee in order to perform services in Durham, North Carolina in an
          amount not to exceed $3,300 per month.

6.   Devotion of Time. During the Term, Employee's full time and attention shall
     be devoted to the business of Employer and its affiliates in a manner and
     to an extent commensurate with the commitment of other executive officers
     of Employer, to fulfill the duties and responsibilities under the Agreement
     and to advance the business interests and good reputation of Employer and
     the direct and indirect subsidiaries of Employer.

7.   Confidentiality and Non-Disclosure. Employee acknowledges that during the
     Term he will gain access to, or possession or knowledge of, numerous trade
     secrets, confidential information, other valuable properties not generally
     available to the public and proprietary information, including but not
     limited to, hospital and healthcare facility client lists, client files and
     records, lists of potential clients, prospects or targets, and/or other
     market and marketing data and plans, price books, promotional devices and
     methods, business methods, manuals and plans, business and sales
     techniques, strategic plans, computer programs, hospital and physician
     contracts, and research and development (hereinafter referred to
     collectively as "Confidential Information"). Employee acknowledges that
     such Confidential Information is owned by Employer or by subsidiaries or
     affiliates of Employer (for purposes of this Agreement, Employer and its
     subsidiaries and affiliates are collectively referred to as the "Company"),
     is unique and a valuable asset of the Company and is to be used only for
     the Company's benefit. Employee shall not, during or after the term of this
     Agreement, disclose, divulge, reveal, transfer, reproduce, sell, capitalize
     upon or take advantage of such Confidential Information and, in addition,
     Employee shall exercise all reasonable efforts and precautions to protect
     such Confidential Information from misappropriation, misuse, disclosure,
     breach of confidentiality, or other conduct or action inconsistent with the
     Company's rights; provided, however, that Confidential Information may be
     disclosed to the extent required by law or court order and Confidential
     Information shall not include information (i) generally available to the
     public other than by unauthorized disclosure, (ii) developed by Employee
     independently of his employment hereunder as shown by his written business
     records regularly kept; (iii) rightfully obtained by the Employee from a
     third party without restriction and without breach of any nondisclosure
     obligation; or (iv) released by the disclosing party without restriction on
     further disclosure by any individual or entity. Upon termination of this
     Agreement, Employee shall return immediately to Employer all of the
     Company's property (including, without limitation, Confidential
     Information) in Employee's possession or control. Any materials, manuals,
     documents or records developed, written, edited or designed by Employee
     while employed by Employer are the exclusive property of Employer.

8.   Covenant Not To Compete. Employee has, as a result of employment under the
     Previous Agreement, and will, as a result of this employment under this
     Agreement, be responsible for the executive management and direction of
     substantial business resources and assets of the Company and will develop
     additional contacts and relationships with numerous individuals,
     executives, hospitals and healthcare companies. Such individuals and
     organizations will have business and contractual relationships with the
     Company that will be a valuable asset thereof. Employee therefore agrees,
     as follows:

     (a.) For a period of 66 months after the end of the Term, Employee will
          not, in the states in which the Employee is providing services at the
          end of the Term, become employed by, own, operate, manage, or provide
          other such similar services to any business that provides hospital
          emergency practice management or staffing services such as are
          provided by the Company.

     (b.) For a period of 12 months after the end of the Term, Employee will not
          solicit any hospital, clinic, healthcare facility or other client
          having a contractual or business relationship with the Company,

<PAGE>

          or any prospect or potential client to which a marketing proposal or
          presentation was made within 6 months of termination, and of which
          Employee was aware, involving the provision of hospital emergency
          department management services, which solicitation would be for the
          purpose of providing healthcare or healthcare related services.

     (c.) For a period of 12 months following the end of the Term, Employee will
          refrain from any activity of any nature intended or reasonably
          calculated to result in the termination or cancellation of any
          contractual or business arrangement between the Company, and any
          insurer, client, facility or other business or entity.

     (d.) Employee shall notify any entity or organization of which he is a
          director, significant shareholder (or other equity owner), manager,
          general partner, executive officer or as to which he is otherwise a
          controlling party or over whom he exerts significant influence (an
          "Affiliate") of the provisions of Sections 7, 8 and 9 of this
          Agreement in the event that such Affiliate encourages Employee to
          engage in any activity that would be prohibited for Employee
          personally under this Agreement.

     (e.) Notwithstanding anything to the contrary in this Agreement, after the
          end of the Term Employee shall have the right, during any of the
          restrictive time periods set forth in Sections 8, 9 or 10, or
          otherwise, to be employed by any hospital as a hospital administrator
          or a similar position and such employment shall not constitute a
          violation of this Agreement. In addition, nothing in this Agreement
          shall prevent Employee from making passive investments in third
          parties so long as such investments do not require Employee to perform
          any services prohibited by any of the provisions of this Section in
          connection with any such investments in such third parties.

9.   Solicitation of Other Employees. Employee agrees, for a period of 12 months
     after the end of the Term, not to solicit or seek to influence, either
     directly or indirectly, any employee or any physician or healthcare
     provider under contract with the Employer or any of its affiliates at any
     time during Employee's employment by Employer, to enter into any employment
     agreement, independent contractor arrangement, or any other contractual
     arrangement whereby such individual would perform services for
     compensation, either directly or indirectly, for any person, firm,
     corporation or other entity or business that provides products or services
     in competition with the Company.

10.  Breach and Remedies.

     (a.) Employee acknowledges that the breach or threatened breach of any of
          the covenants set forth in Sections 8, 9 or 10 may result in immediate
          and irreparable injury to the Company. Accordingly, Employee agrees
          that the provisions of Sections 8, 9 and 10 shall inure to the benefit
          of and may be enforced by the Company. In addition to any rights or
          remedies available to the Company for a breach by Employee of Sections
          8, 9 or 10, the Company shall be entitled to injunctive relief to
          enforce the obligations of Employee contained in such Sections.
          Nothing herein shall be construed as prohibiting the Company from
          pursuing any other legal or equitable remedies that may be available
          to it for any such breach or threatened breach, including the recovery
          of damages from Employee.

     (b.) The periods of time provided for in Sections 8, 9 or 10, respectively,
          shall be extended by a period of time equal to the duration of any
          breach of any such section.

     (c.) Employee hereby acknowledges that the covenants set forth in Sections
          8, 9 and 10 are reasonable in all respects and are necessary to
          protect the legitimate business interests of the Company. It is the
          intention of the parties to restrict the activities of Employee only
          to the extent necessary to protect the legitimate business interests
          of the Company, and not to deprive Employee of the right or ability to
          earn a livelihood. Employee acknowledges that the provisions of
          Sections 8, 9 and 10

<PAGE>
          are substantially identical to the provisions of Sections 8, 9 and 10
          of the Previous Agreement. The provisions of Sections 8, 9 and 10 of
          this Agreement shall be a continuation of the provisions of the
          Previous Agreement. Employee acknowledges that he received valuable
          consideration in the form of increased compensation and a fixed term
          in the Previous Agreement, and he has received additional valuable
          consideration in the form of increased compensation, a fixed term,
          severance benefits and a promotion in this Agreement to support the
          non-compete and non-solicitation provisions of this Agreement.

     (d.) In the event of a bankruptcy of the Employer and a rejection of this
          Agreement pursuant thereto, Sections 8, 9 and 10 hereof shall cease to
          be effective immediately upon such rejection.

11.  Vacation and Sick Leave. All earned, accrued and unused vacation and any
     unused sick pay, upon termination, will be governed by Employer's then
     current policies.

12.  Termination. This Agreement may be terminated as follows:

     (a.) Employer may terminate this Agreement without cause effective at any
          time after the end of the Initial Term upon 30 days' prior written
          notice to Employee. The effective date of such termination shall be
          the date set forth in such written notice ("Termination Date");
          provided, however, that the Termination Date shall be at least 30 days
          after the date of such notice (such 30 day or longer period, the
          "Notice Period"). In the event of such termination, Employee, if
          requested by Employer, shall continue to perform the obligations and
          duties specified under this Agreement and assist with the transition
          of duties to a new employee during the Notice Period. Employer, at its
          option, may notify Employee at any time during the Notice Period that
          no further services are to be performed; provided, however, that
          Employee shall receive his Base Salary during the Notice Period.
          Employee may terminate his continued employment pursuant to this
          Agreement without cause at any time during the Term upon 30 days'
          prior written notice to Employer. Whereupon Employee shall be paid his
          Base Salary only through the date his employment term initiates. In
          the event that this Agreement is terminated without cause by either
          party, the covenants set forth in Sections 8, 9 and 10 shall continue
          in effect, and the applicable start date for the periods of time in
          Sections 8, 9 or 10 shall be the later of the date that notice of
          termination is given or the last date upon which services are
          performed by Employee.

     (b.) If this Agreement is terminated without cause by Employer at any time
          during the Term, Employer shall pay Employee a severance benefit equal
          to 6 months of Employee's Base Salary then in effect (see Exhibit A),
          all to be paid to Employee in equal monthly installments over the
          period following the Termination Date in accordance with Employer's
          regular monthly payroll, beginning with the first payroll payment date
          following termination (the "Severance Benefits"). If the Agreement is
          terminated without cause by Employer or Employee, any PhyAmerica ETA
          Group Incentive Bonus and any Incentive Bonus described in Sections 2
          and 3 of Exhibit A that has been earned as of the date of termination
          shall be payable to Employee as provided in Exhibit A.

     (c.) This Agreement may be terminated by Employer at any time for cause
          upon written notice to Employee, which notice shall specify the reason
          for termination. For purposes of this Section 12(c), cause shall
          include, but shall not be limited to, the following: fraud;
          dishonesty; substantial and continuous nonperformance of assigned
          duties; failure to comply with a material written policy of Employer;
          unlawful activities for which Employee is indicted or convicted of a
          felony in a jurisdiction of the United States; and material breach of
          this Agreement; provided that in the event Employer intends to
          terminate this Agreement pursuant to this Section 12(c) for any cause
          other than fraud, dishonesty or indictment or conviction of a felony,
          then it shall first give written

<PAGE>

          notice of same to Employee with the specific reasons for termination
          and afford Employee 30 days to cure such deficiency or default.

     (d.) This Agreement shall terminate upon the death or total and permanent
          disability of Employee. In the event that this Agreement terminates
          due to Employee's death or total and permanent disability, Employer
          shall pay upon such termination to Employee, or the Employee's estate
          or personal representative, as the case may be, Employee's Base Salary
          accrued through the date of Employee's death or the date Employee
          becomes totally and permanently disabled, as the case may be. Any
          PhyAmerica ETA Group Incentive Bonus and any Incentive Bonus described
          in Sections 2 and 3 of Exhibit A that has been earned as of the date
          of termination as a result of death or disability shall be payable to
          Employee, or his estate or personal representative, as the case may
          be, as provided in Exhibit A. Permanent disability for purposes of
          this Agreement shall mean the inability to perform the functions of
          Employee's position for a continuous period of 6 months as determined
          by a physician selected by both Employee and Employer or, in the event
          they do not agree, a physician that is mutually selected by Employee's
          physician and a physician designated by Employer to make such
          selection.

     (e.) This Agreement may be terminated by Employee upon a material breach of
          the terms of this Agreement by Employer upon written notice to
          Employer which shall specify the reason for termination, and if this
          Agreement is terminated at any time during the term hereof by Employee
          under this section 12(e), then Employer shall pay Employee the
          Severance Benefits. Any PhyAmerica ETA Group Incentive Bonus and any
          Incentive Bonus described in Sections 2 and 3 of Exhibit A that has
          been earned as of the date of termination shall be payable to Employee
          as provided in Exhibit A.

     (f.) Except as expressly set forth herein, all of Employer's obligations
          for compensation or other benefits shall terminate upon the effective
          date of the termination of this Agreement.

     (g.) Upon termination of Employee's employment for any reason, Employee
          agrees to resign any position as a director of Employer or any of its
          subsidiaries then held by Employee. In that regard, Employee agrees
          that if, during the term of this Agreement, Employee is elected or
          appointed to be a director, upon request of Employer, Employee shall
          execute and deliver to an independent escrow agent designated by
          Employer, an undated resignation letter with respect to such director
          position, which escrow agent is authorized to date and deliver to
          Employer upon receipt of notice from Employer that Employee's
          employment has terminated.

13.  Compliance With Securities Laws. Employee agrees to comply with all
     applicable federal and state securities laws and with all applicable
     policies of Employer concerning the buying and selling of stock of Employer
     by employees to the extent such policies do not restrict Employee's express
     rights under this Agreement.

14.  Entire Agreement. This Agreement contains the entire understanding between
     the parties and supersedes and cancels any prior oral and written
     understanding and/or agreements between them respecting the subject matter
     of this Agreement. This Agreement may be amended or modified only in a
     writing signed by both parties.

15.  Severability. If any provision, term, condition, or clause of this
     Agreement or the application thereof shall be found to be invalid or
     unenforceable to any extent, then the offending portion shall be construed
     as valid and enforceable only to the extent permitted by law and the
     remainder of this Agreement shall not be affected thereby and shall remain
     in full force and effect.

16.  Governing Law. This Agreement is made and entered into in the State of New
     York and is to be construed in accordance with and take effect under the
     laws of the State of New York without regard to principles of conflicts of
     laws.
<PAGE>

17.  Dispute Resolution. The parties shall attempt in good faith to settle any
     dispute or controversy arising under, out of, or in connection with or in
     relation to this Agreement, or any amendment hereof, or the breach hereof,
     by negotiation and mutual agreement; provided that if the parties are not
     able to agree within a reasonable period of time, then any such dispute or
     disagreement shall be resolved by submitting such dispute first to
     mediation and second to arbitration in Durham County, North Carolina.
     Either party may make written demand for mediation, in which case the
     parties shall mediate the dispute or disagreement with the mediator
     appointed by the Judicial Arbitration & Mediation Services, Inc. ("JAMS").
     Fees and costs of the mediation shall be borne equally by the parties and
     each party shall pay its own professional fees and costs. If the dispute or
     disagreement is not settled by mediation within a reasonable period of
     time, then either party may demand arbitration, in which case the dispute
     or disagreement shall be arbitrated in accordance with rules and procedures
     established by JAMS. The arbitrator shall be allowed, in his or her
     discretion, to require the losing party to pay the reasonable attorney's
     fees and costs of the prevailing party. Any award rendered by the
     arbitrator shall be final and binding upon each of the parties and judgment
     thereof may be entered in any court having jurisdiction thereof. The costs
     of the arbitrator shall be borne equally by both parties. The provisions of
     Article 45A of the North Carolina General Statutes (the Uniform Arbitration
     Act) shall apply to any arbitration under this Agreement.

18.  Assignment. No party shall have any right to assign, mortgage, pledge,
     hypothecate or encumber this Agreement in whole or in part, or any benefit
     or any right accruing hereunder, without in any such case first obtaining
     the prior written consent of the other party hereto, except that Employer
     may assign this Agreement to one of its affiliates or wholly-owned
     subsidiaries with written notice to Employee, provided that in the event of
     such an assignment, Employer shall remain primarily responsible for its
     obligations hereunder. All rights hereunder are personal to the Employee
     and shall cease upon the termination of this Agreement unless otherwise
     stated herein; provided, however, that the provisions hereof shall inure to
     the benefit of the personal representatives, heirs and legatees of
     Employee.

19.  Notice. Any notice, or other written communication to be given pursuant to
     this Agreement for whatever reason shall be deemed duly given and received
     (a) if delivered personally, on the date of delivery, or (b) by certified
     mail, postage pre-paid, return receipt requested, 3 days after the date of
     mailing, addressed: in the case of Employer, to its principal office and
     marked "Attention: President," and in the case of Employee, to the last
     known permanent address according to the books and records of Employer.

20.  Miscellaneous. Any protection, benefits, rights or other provisions given
     to Employer in this Agreement shall also be deemed to apply to, protect and
     inure to the benefit of Employer's affiliates and subsidiaries. All rights
     of Employer expressed in this Agreement are in addition to any rights
     available under the common law or other legal principles. Section or
     paragraph titles or captions contained in this Agreement are inserted only
     as a matter of convenience and for reference and in no way define, limit,
     extend or describe the scope of this Agreement or the intent of any
     provision hereof. All pronouns and any variation thereof shall be deemed to
     refer to the masculine, feminine, neuter, singular or plural as the
     identity of person or persons, firm or firms, corporation or corporations,
     and as context may require. This Agreement may be executed in any number of
     counterparts, each of which shall be deemed an original and all of which
     shall constitute one agreement. References herein to the "Agreement" shall
     include all exhibits and the exhibits and recitals to this Agreement shall
     be incorporated herein by reference. All references in this Agreement to a
     number of days shall mean calendar days unless expressly provided otherwise
     and, in the event the day on which any period of time specified in this
     Agreement is to end shall fall on a Saturday, Sunday or other legal holiday
     recognized in the State of North Carolina, the immediately subsequent
     business day shall be the date upon which such period of time shall end.

                           (signature page to follow)
<PAGE>
         IN WITNESS WHEREOF, the parties sign and seal below, effective the date
first written in this Agreement.


                                  EMPLOYEE:

                                  MARC V. WEINER


                                  _______________________________________(SEAL)

                                  Date: _________________________________


                                  EMPLOYER:

                                  PHYAMERICA PHYSICIAN GROUP, INC.


                                  By:_____________________________________

                                  Title: _________________________________

                                  Date: __________________________________

<PAGE>
                                    EXHIBIT A
                                    ---------

                                  Compensation
                                  ------------


1.   Base Salary. For services provided as an employee of Employer, Employee
     shall receive, beginning on the Effective Date, a base salary of $200,000
     per annum (the "Base Salary") payable in accordance with Employer's current
     payroll practices. The Base Salary shall be subject to annual review and
     adjustment during the term of this Agreement.

2.   PhyAmerica ETA Group Incentive Bonus. SHG/PhyAmerica Physician Services,
     Inc. provides management services to 5 professional corporations, including
     Emergency Treatment Associates, John G. Keene, M.D. and Robert W. Strauss,
     M.D., P.C. which has a contractual relationship with St. Francis Hospital
     located in Poughkeepsie, New York; Beacon Emergency Services, P.C. which
     provides services with respect to a Walk In Center in Beacon, New York
     owned by St. Francis; Rhinebeck Emergency Physicians, P.C., which has a
     contractual relationship with Northern Dutchess Hospital in Rhinebeck, New
     York; Ulster Emergency Physicians, P.C., which has a contractual
     relationship with The Benedictine Hospital in Kingston, New York; and
     Passaic Emergency Physicians, P.C. which has a contractual relationship
     with St. Mary's Hospital in Passaic, New Jersey. Collectively, the Employer
     management company and the aforementioned professional corporations are
     referred to as the "PhyAmerica ETA Group."

     Employee shall be entitled to receive an incentive bonus (the "PhyAmerica
     ETA Group Incentive Bonus") equal to 15% of the "Net Cash Flow" from the
     operations of the PhyAmerica ETA Group. For purposes of the Incentive Bonus
     calculation, "Net Cash Flow" shall be defined to mean an amount equal to
     (i) net cash receipts of the PhyAmerica ETA Group (cash receipts from all
     medical professional services, consulting services, subsidy payments and
     all other sources, after patient refunds and other similar adjustments),
     less (ii) all direct expenses (physician and all other similar adjustments)
     less all direct expenses (physician and all other provider compensation,
     professional liability expenses, billing and collection expense, any
     amounts paid for continuing professional education, dues, licenses and
     other similar physician and provider expenses) and less all management
     company operating expenses (employee salaries and benefits, rent and
     occupancy expense and all other office and operating costs and any other
     expenses directly related to the operations of the management company). It
     is the intention of the parties to provide an incentive based on the cash
     flow profitability of the PhyAmerica ETA Group of contracts managed by
     SHG/PhyAmerica Physician Services, Inc. and Employee, and to exclude any
     allocation of corporate overhead from Employer and its other operating
     subsidiaries; provided, however, to the extent that Employer or any of its
     subsidiaries provide certain items that would otherwise be provided
     directly by management company, such as, for example, professional
     liability insurance, other insurance, telecommunications or long distance
     service, etc., such costs would be deducted in the above calculation of Net
     Cash Flow.

     The Net Cash Flow and any PhyAmerica ETA Group Incentive Bonus shall be
     calculated for each calendar quarter, beginning with the calendar quarter
     commencing January 1, 2001, and shall be paid as soon as reasonably
     practical after such determination is made, but not more than 30 days
     following the end of the calendar quarter. Employee's right to receive the
     Incentive Bonus shall continue (i) until August 31, 2004 if the Term ends
     prior to such date or (ii) if the Term continues past August 31, 2004,
     until the date on which the last hospital contract for the provision of
     emergency services by any of the aforementioned entities which contracts
     were in effect on the Effective Date shall terminate.

3.   Incentive Bonus. In addition to Base Salary and the PhyAmerica ETA Group
     Incentive Bonus, Employee shall be eligible for additional incentive
     bonuses under this Paragraph 3 in a maximum amount not to exceed 20% of
     Base Salary, as follows:

<PAGE>

     (a.) An annual bonus of 5% of Base Salary for successfully organizing and
          conducting a Medical Director Leadership Development Seminar for
          Employer.

     (b.) An annual bonus of 5% of Base Salary for successful implementation of
          a management reporting system for reports to the Board of Directors,
          senior management, regional vice presidents and contract managers.

     (c.) Quarterly bonuses of 2.5% of Base Salary if PhyAmerica Physician
          Services, Inc. achieves a 5% or greater operating profit before debt
          and financing expenses (including the costs of the current receivables
          sale and subservicing program providing funding for the Company and
          its subsidiaries by National Century Financial Enterprises, Inc. and
          its affiliates (NCFE) for the quarter, to be paid within 15 days of
          completion of the financial statements for the Company and its
          subsidiaries on a consolidated basis for the quarter.

     (d.) An annual discretionary bonus of up to 10% of Base Salary to be
          awarded in the discretion of the Company's Chief Executive Officer.

          In no event shall the total of incentive bonuses paid under this
          Paragraph 3 exceed 20% of Base Salary for any calendar year. To be
          eligible for the bonuses Employee must be employed on the day the
          bonus is due to be paid.

In the event the term of this Agreement is extended past the initial term,
Employer and Employee will review the Base Salary and bonuses each year and
establish appropriate, mutually agreed upon Base Salary and bonuses for each
year of the term of this Agreement.