EXHIBIT 10.9

                                 THIRD AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT


         THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made
and entered into effective as of January 1, 2001 by and between PHYAMERICA
PHYSICIAN GROUP, INC., f/k/a COASTAL PHYSICIAN GROUP, INC., a Florida
corporation ("Employer" or the "Company") and EUGENE F. DAUCHERT, JR.
("Employee").

                              W I T N E S S E T H:

         WHEREAS, Employer and Employee have previously entered into an
employment agreement dated July 1, 1997, as amended by that certain First
Amendment to Employment Agreement dated January 1, 1999, as further amended by
that certain Second Amendment to Employment Agreement dated January 1, 2000,
(collectively the "Agreement") under which Employee is currently employed by
Employer;

         WHEREAS, compensation under the Agreement is set for each calendar year
during the term of the Agreement by agreement of Employer and Employee, and the
Employer and Employee have agreed upon the compensation arrangements for
calendar year 2001 and now desire to substitute the attached Exhibit A as
Exhibit A to the Agreement effective as of January 1, 2001;

         NOW, THEREFORE, in consideration of the terms and conditions set forth
in this Amendment, the parties hereby agree that the Agreement is hereby
modified as follows:

1.   Replacement of Exhibit A. Exhibit A, Compensation, attached to the
     Agreement is hereby replaced by the Exhibit A dated January 1, 2001 and
     attached to this Amendment.

2.   This Amendment shall be an amendment and modification to the Agreement and
     shall become part of the Agreement and employment arrangement between
     Employee and Employer from and after the date of this Amendment. All
     capitalized terms not defined herein shall have the same meaning as set
     forth in the Agreement. Any conflict between terms of this Amendment and
     the Agreement will be resolved in favor of this Amendment. Except as
     amended herein, all terms of the Agreement shall remain in full force and
     effect.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

EMPLOYEE:                                    PHYAMERICA PHYSICIAN
                                             GROUP, INC.





                                    (SEAL)   By:
------------------------------------            --------------------------------
Eugene F. Dauchert, Jr.                      Its:
                                                 -------------------------------
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                                    EXHIBIT A
                                    ---------

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

                                 January 1, 2001

1.   Base Salary. For services provided as an employee of Employer, Employee
     shall receive, a base salary of $240,000 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 as of each January
     1, with the next review and adjustment to be effective January 1, 2002.

2.   Incentive Bonus. For calendar year 2001, Employee shall be entitled to an
     incentive or performance bonus (the "Incentive Bonus") of up to 40% of
     annual Base Salary, based on the following:

     (a.) Employee must be employed by Employer on the last day of the measuring
          period for the incentive performance bonus (the last day of the
          calendar quarter for quarterly incentives, and the last day of the
          calendar year for annual incentives) unless Employee's employment has
          been terminated (i) by Employer without cause under Section 12(a),
          (ii) by death or disability of Employee under Section 12(d) where such
          death or disability occurs within the last 4 months of 2001 or (iii)
          by Employee because of a material breach by Employer as provided in
          Section 12(e).

     (b.) Employee's Incentive Bonus shall be based on the following criteria,
          subject to a cap of 40% of annual Base Salary as previously indicated:

          (i)   2.5% of Base Salary for each calendar quarter (up to a total of
                10% of Base Salary per year) in which PhyAmerica Physician
                Services, Inc. ("PPS") achieves an operating profit of 5% or
                greater. For purposes of this incentive calculation only,
                operating profit shall be determined prior to debt and financing
                expense allocated to PPS, including program fees or other
                financing costs arising out of the receivables financing
                provided by affiliates of National Century Financial
                Enterprises, Inc. ("NCFE").

          (ii)  up to 5% of Base Salary for successful implementation of a
                managed care contracting department and a physician or group
                enrollment process for the Company, in which it is demonstrated
                that the collections for physician services have been increased,
                using PPS' largest fifteen client accounts, as measured by
                increased collections per relative value unit ("RVU") produced
                or by increased collections per visit.

          (iii) up to 5% of Base Salary for (1) renewal of the professional
                liability insurance (malpractice) program for the Company, its
                subsidiaries and all independent contractor physicians and other
                contracted or employed healthcare providers, and (2) the
                implementation of a risk management department, including
                oversight over the hiring of a senior level manager for the
                department and the appropriate staffing of the department to
                track and manage the reporting of all malpractice claims and
                incidents, oversight over the claims management and resolution
                of claims and malpractice lawsuits and the maintenance of claims
                loss runs and other related information in a loss run and claims
                database system.

          (iv)  2.5% of Base Salary for each calendar quarter (but limited to a
                maximum of 5% of Base Salary per year) in which the Company, on
                a consolidated basis, achieves or exceeds budgeted net operating
                results, after debt expense, including the program fees and
                related costs of the NCFE financing.
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          (v)   up to 15% of Base Salary as determined solely in the discretion
                of the Compensation Committee of the Board of Directors of
                PhyAmerica Physician Group, Inc.