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                                                                   Exhibit 10.13


                         EMPLOYMENT, CONFIDENTIALITY,
                    NON-COMPETITION AND SEVERANCE AGREEMENT

          THIS EMPLOYMENT, CONFIDENTIALITY, NON-COMPETITION AND SEVERANCE
AGREEMENT (the "Agreement") dated as of March 1, 2000 is made and entered into
by and between AmericasDoctor.com, Inc., a Delaware corporation (the "Company"),
and C. Lee Jones (the "Executive").

          WHEREAS, the Company wishes to retain the services of Executive as a
senior executive of the Company who is expected to make major contributions to
the short- and long-term profitability, growth and financial strength of the
Company; and

          WHEREAS, Company and Executive believe that it is in their respective
best interests to enter into and deliver this Agreement; and

          WHEREAS, the Executive acknowledges that in the course of his
employment by the Company, he will or may have access to and become informed of
the Company's confidential information and will frequently come into contact
with the Company's customers (including, without limitation, its investigative
research sites) and accounts such that the Executive will influence the business
and relationships between the Company and its customers and accounts; and

          WHEREAS, the Executive has agreed to certain confidentiality, non-
solicitation and non-competition agreements; and in consideration for such
agreements, the Company has agreed to pay the Executive termination payments
upon severance of the Executive's employment hereunder; and

          WHEREAS, the Company recognizes that, as is the case for most
companies, the possibility of a Change in Control (as defined below) exists; and

          WHEREAS, the Company desires to ensure both present and future
continuity of management and desires to establish certain minimum severance
benefits for certain of its senior executives, including the Executive,
applicable in the event of a Change in Control; and

          WHEREAS, the Company desires to ensure that its senior executives are
not practically disabled from discharging their duties in respect of a proposed
or actual transaction involving a Change in Control.

          NOW, THEREFORE, the Company and the Executive agree as follows:

1.   Certain Defined Terms. In addition to terms defined elsewhere herein, the
     ---------------------
     following terms have the following meanings when used in this Agreement
     with initial capital letters:
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         (a)   "Base Pay" means the Executive's annual base salary as provided
               in Section 5 of this Agreement, at a rate not less than the
               Executive's annual fixed or base compensation as in effect for
               Executive immediately prior to the occurrence of a Change in
               Control or such higher rate as may be determined from time to
               time after a Change in Control by the Board or a committee
               thereof.

         (b)   "Board" means the Board of Directors of the Company.

         (c)   "Cause" means

               (i)    intentional engagement by the Executive in misconduct
               which is materially injurious to the Company, monetarily or
               otherwise;

               (ii)   intentional act by the Executive of fraud, embezzlement or
               theft in connection with his duties or in the course of his
               employment with the Company or any subsidiary;

               (iii)  intentional damage by the Executive to property of the
                      Company or any subsidiary;

               (iv)   material breach of Section 14 or Section 15 hereof;

               (v)    intentional engagement by the Executive in any Competitive
                      Activity; or

               (vi)   intentional wrongful disclosure by the Executive of secret
                      processes or confidential information of the Company or
                      any Subsidiary;

               For purposes of this Agreement, no act or failure to act on the
               Executive's part shall be deemed "intentional" if it was due
               primarily to an error in judgment or negligence, but it shall be
               deemed "intentional" only if it was not in good faith and without
               reasonable belief that his act or failure to act was in the
               Company's best interest. Notwithstanding the foregoing, the
               Executive shall not be deemed to have been terminated for "Cause"
               hereunder unless and until the Executive receives a copy of a
               resolution duly adopted by the affirmative vote of not less than
               two-thirds of the Board then in office (excluding the Executive
               if he is a Director) at a meeting of the Board called and held
               for such purpose, after reasonable notice to the Executive and an
               opportunity for the Executive, together with his counsel (if the
               Executive chooses to have counsel present at such meeting), to be
               heard before the Board, finding that, in the good faith opinion
               of the Board, the Executive was guilty of conduct constituting
               "Cause" as herein defined and specifying the particulars thereof.
               Nothing herein will limit the right of the Executive or his
               beneficiaries to contest the validity or propriety of any such
               determination.

         (d)   "Change in Control" means the occurrence during the term of this
               Agreement of any of the following events:

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               (i)   The acquisition by any individual, entity or group (within
                     the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
                     Act) (a "Person") of beneficial ownership (within the
                     meaning of Rule 13d-3 promulgated under the Exchange Act)
                     of 15% or more of the combined voting power of the then
                     outstanding Voting Stock; provided, however, that for
                     purposes of this Section 1(d)(i), the following
                     acquisitions shall not constitute a Change in Control: (A)
                     any acquisition (including, without limitation, a
                     financing) directly from the Company that is approved by
                     the Incumbent Board (as defined below), (B) any acquisition
                     by the Company, (C) any acquisition by any employee benefit
                     plan (or related trust) sponsored or maintained by the
                     Company or any Subsidiary or (D) any acquisition by any
                     Person pursuant to a Business Combination (as defined
                     below) that complies with clauses (I), (II) and (III) of
                     subsection (iii) of this Section 1(d);
               (ii)  individuals who, as of the date hereof, constitute the
                     Board (the "Incumbent Board") cease for any reason to
                     constitute at least a majority of the Board except that any
                     individual becoming a Director subsequent to the date
                     hereof whose election, or nomination for election by the
                     Company's stockholders, was approved by a vote of at least
                     two-thirds of the Directors then comprising the Incumbent
                     Board (either by a specific vote or by approval of the
                     proxy statement of the Company in which such person is
                     named as a nominee for director, without objection to such
                     nomination) shall be deemed to have been a member of the
                     Incumbent Board, but excluding, for this purpose, any such
                     individual whose initial assumption of office occurs as a
                     result of an actual or threatened election contest (within
                     the meaning of Rule 14a-11 of the Exchange Act) with
                     respect to the election or removal of Directors or other
                     actual or threatened solicitation of proxies or consents by
                     or on behalf of a Person other than the Board;
               (iii) consummation of (A) a reorganization, merger or
                     consolidation or (B) a sale or other disposition of all or
                     substantially all of the assets of the Company (each, a
                     "Business Combination"), unless, in each case, immediately
                     following such Business Combination, (I) all or
                     substantially all of the individuals and entities who were
                     the beneficial owners of Voting Stock of the Company
                     immediately prior to such Business Combination beneficially
                     own, directly or indirectly, more than 50% of the then
                     outstanding shares of common stock and the combined voting
                     power of the then outstanding voting securities entitled to
                     vote generally in the election of Directors of the entity
                     resulting from such Business Combination (including,
                     without limitation, an entity which as a result of such
                     transaction owns the Company or all or substantially all of
                     the Company's assets either directly or through one or more
                     subsidiaries) in substantially the same proportions
                     relative to each other as their ownership, immediately
                     prior to such Business Combination, of the Voting Stock of
                     the Company, (II) no Person (other than the Company,

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                     such entity resulting from such Business Combination or any
                     employee benefit plan (or related trust) sponsored or
                     maintained by the Company, any Subsidiary or such entity
                     resulting from such Business Combination) beneficially
                     owns, directly or indirectly, 15% or more of the then
                     outstanding shares of common stock of the entity resulting
                     from such Business Combination or the combined voting power
                     of the then outstanding voting securities entitled to vote
                     generally in the election of directors of such entity and
                     (III) at least a majority of the members of the Board of
                     Directors of the entity resulting from such Business
                     Combination were members of the Incumbent Board at the time
                     of the execution of the initial agreement or of the action
                     of the Board providing for such Business Combination; or
               (iv)  approval by the stockholders of the Company of a complete
                     liquidation or dissolution of the Company, except pursuant
                     to a Business Combination that complies with clauses (I),
                     (II) and (III) of subsection (iii) of this Section 1(d);


         (e)   "Competitive Activity" means the Executive's participation,
         without the written consent of the Board of the Company, as an
         employee, officer, consultant or director of any business enterprise if
         such enterprise engages in substantial and direct competition with the
         Company and such enterprise's sales of any product or service
         competitive with any product or service of the Company amounted to 50%
         of such enterprise's net sales for its most recently completely fiscal
         year and if the Company's net sales of said product or service amounted
         to 50% of the Company's net sales for its most recently completed
         fiscal year. "Competitive Activity" will not include (i) the mere
         ownership of securities in any such enterprise and the exercise of
         rights appurtenant thereto or (ii) participation in the management of
         any such enterprise other than in connection with the competitive
         operations of such enterprise.

         (f)   "Disabled" means the Executive's incapacity due to physical or
         mental illness to substantially perform his duties on a full-time basis
         for six consecutive months unless the Executive returns to the full-
         time performance of the Executive's duties for a period of at least
         three consecutive months no later than 30 days after the Company has
         given the Executive a notice of termination. If the Executive disagrees
         with a determination to terminate him because the Company believes he
         is Disabled, the Company and the Executive, or in the event of the
         Executive's incapacity to designate a doctor, the Executive's legal
         representative, together shall choose a qualified medical doctor who
         shall determine whether the Executive is Disabled. If the Company and
         the Executive cannot agree on the choice of a qualified medical doctor,
         then the Company and the Executive each shall choose a qualified
         medical doctor and the two doctors together shall choose a third
         qualified medical doctor, who shall determine whether the Executive is
         Disabled. The determination of the chosen qualified medical doctor as
         to whether the Executive is Disabled shall be binding upon the Company
         and the Executive unless such determination is clearly made in bad
         faith.

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         (g)   "Employee Benefits" means the perquisites, benefits and service
         credit for benefits as provided under any and all employee retirement
         income and welfare benefit policies, plans, programs or arrangements in
         which Executive is entitled to participate, including without
         limitation any stock option, stock purchase, stock appreciation,
         savings, pension, supplemental executive retirement, or other
         retirement income or welfare benefit, deferred compensation, incentive
         compensation, group or other life, health, medical/hospital or other
         insurance (whether funded by actual insurance or self-insured by the
         Company), disability, salary continuation, expense reimbursement and
         other employee benefit policies, plans, programs or arrangements that
         may now exist or any equivalent successor policies, plans, programs or
         arrangements that may be adopted hereafter by the Company, providing
         perquisites, benefits and service credit for benefits at least as great
         in the aggregate as are payable thereunder prior to a Change in
         Control.

         (h)   "Exchange Act" means the Securities Exchange Act of 1934, as
         amended from time to time.

         (i)   "Incentive Pay" means an annual amount equal to not less than the
         highest aggregate annual bonus, incentive or other payments of cash
         (or, if taken in lieu of cash, stock) compensation, in addition to Base
         Pay, made or to be made in regard to services rendered in any calendar
         year during the three calendar years immediately preceding the year in
         which a Change in Control occurs pursuant to any bonus, incentive,
         profit-sharing, performance, discretionary pay or similar agreement,
         policy, plan, program or arrangement (whether or not funded) of the
         Company, or any successor thereto providing benefits at least as great
         as the benefits payable thereunder prior to a Change in Control.

         (j)   "Involuntary Termination" means the occurrence of any of the
         following: (i) the Company gives written notice to the Executive that
         the Company intends to terminate the Employment Provisions (as defined
         below), (ii) the Company reduces the Executive's base salary as set
         forth in Section 5, unless such reduction in base salary is part of a
         reduction applicable generally to senior executives of the Company or
         (iii) unless otherwise agreed by the Executive, the Company relocates
         the Executive or his offices or the principal place where he is
         required to perform his duties hereunder farther than 50 miles from
         Gurnee, Illinois or such other place as the Company's principal
         executive offices may, from time to time, be located.

         (k)   "Restricted Business" means (i) any business or division of a
         business which consists of providing services to investigative sites
         and to their customers in connection with clinical research and
         development, (ii) any business or division of a business which operates
         an interactive Internet healthcare information site for consumers,
         (iii) any business of a kind in whole or in part similar to that
         heretofore or hereafter engaged in by the Company or any of its
         subsidiaries, and (iv) any other principal line of business developed
         or acquired by the Company or its affiliates.

         (l)   "Severance Period" means the period commencing on the date of the
         first occurrence of a Change in Control and expiring on the earliest of
         (i) the second

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     anniversary of the occurrence of the Change in Control, (ii) the
     Executive's death or (iii) the Executive's attainment of age 65 except that
     commencing on each anniversary of the Change in Control, the Severance
     Period shall automatically be extended for an additional year unless, not
     later than 60 calendar days prior to such anniversary date, either the
     Company or the Executive shall have given written notice to the other that
     the Severance Period is not to be so extended.

     (m)   "Subsidiary" means an entity in which the Company directly or
     indirectly beneficially owns 50% or more of the outstanding Voting Stock.

     (n)   "Termination Date" means the date on which the Executive's employment
     is terminated (the effective date of which shall be the date of
     termination, or such other date that may be specified by the Executive if
     the termination is pursuant to Section 10(b)).

     (o)   "Voluntary Termination" means the occurrence of any of the following:
     (i) the date two weeks after the Executive gives written notice to the
     Company that the Executive intends to terminate the Employment Provisions
     or if later, the date specified in such written notice, (ii) the Executive
     dies or (iii) the Executive becomes Disabled.

     (p)   "Voting Stock" means securities entitled to vote generally in the
     election of directors.

2.   Term.
     ----

     (a)   The term of Sections 1 through 9 of this Agreement (the "Employment
           Provisions") commences on the date this Agreement is approved by the
           Board and, subject to any benefit continuation requirements of
           applicable laws, expires on the earliest of (i) an Involuntary
           Termination, (ii) a Voluntary Termination or (iii) one year from the
           date hereof, except that the Employment Provisions shall
           automatically renew for successive one-year periods upon the terms
           and conditions set forth herein, commencing on the first anniversary
           of the date hereof, and on each anniversary date thereafter, until an
           Involuntary Termination or Voluntary Termination occurs. For purposes
           of this Agreement, any reference to the "term" of the Employment
           Provisions includes the original term and any extension thereof.

     (b)   The term of Sections 10 through 13 of this Agreement (the "Severance
           Provisions") commences on the date this Agreement is approved by the
           Board and expires on the later of (i) one year from the date hereof
           or (ii) the expiration of the Severance Period except that (A)
           commencing on each anniversary of the date hereof, such period shall
           automatically be extended for an additional year until such date as
           the Company or the Executive gives the other written notice not later
           than 60 calendar days prior to such anniversary date that it or he,
           as the case may be, does not wish to have the term extended and (B)
           subject to the last sentence of Section 18, if, prior to a Change in
           Control, the Executive ceases for any reason to

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           be an employee of the Company, thereupon without further action the
           term shall expire and this Agreement will immediately terminate and
           be of no further effect.

     (c)   This Agreement will be effective and binding immediately upon
           approval by the Board, but, anything in this Agreement to the
           contrary notwithstanding, the Severance Provisions shall not be
           operative unless and until a Change in Control occurs. Upon the
           occurrence of a Change in Control at any time during the term of this
           Agreement, without further action, the Severance Provisions shall
           become immediately operative.

3.   Employment. The Company hereby agrees to employ the Executive, and the
     ----------
     Executive hereby agrees to be employed by the Company, upon the terms and
     conditions herein set forth.

4.   Duties of the Executive. The Executive shall serve as President of the
     -----------------------
     Research Services Division of the Company. The Executive shall report
     directly to the Chief Executive Officer. The Executive shall devote his
     full time and best efforts to the Company's business of providing services
     to investigative sites and to their customers in connection with clinical
     research and development and providing services to sponsor hospitals and
     consumers in connection with the Company's interactive Internet healthcare
     information site and any other related duties and responsibilities that may
     from time to time be prescribed by the Chief Executive Officer, and so long
     as it does not interfere with the Executive's employment hereunder, the
     Executive may serve as an officer, director or otherwise participate in
     educational, welfare, social, religious and civic organizations.

5.   Compensation.
     ------------

     (a)  The Company shall pay the Executive a base salary of $200,000.00 per
          annum, which base salary the Board may adjust from time to time,
          payable at the times and in the manner consistent with the Company's
          general policies regarding compensation of senior executives. Such
          base salary includes any salary reduction contributions to (i) any
          Company-sponsored plan (the "401(k) Plan") that includes a cash-or-
          deferred arrangement under Section 401(k) of the Internal Revenue Code
          of 1986, as amended (the "Code"), (ii) any other Company-sponsored
          plan of deferred compensation or (iii) any Company-sponsored
          "cafeteria plan" under Section 125 of the Code.

     (b)  If the Board authorizes cash incentive compensation under the
          Company's executive incentive compensation plan or such other
          management incentive program or arrangement as may be approved by the
          Board, Executive shall be eligible to participate in such plan,
          program or arrangement on the most favorable terms and conditions
          available to senior executive and management employees and shall be
          eligible to receive an annual cash incentive bonus in an amount equal
          to up to 50% of Executive's base salary for such fiscal year, or such
          higher amount as the Board, in its sole discretion, may approve, which
          cash incentive

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          compensation shall be paid when incentive compensation is customarily
          paid to the Company's senior executives. The target bonus for
          achievement of Corporate objectives as approved by the Board of
          Directors is 30% of base salary. The actual bonus may be higher of
          lower based on the achievement of objectives. Pursuant to the
          Company's applicable incentive or bonus plan as in effect from time to
          time, Executive's cash incentive compensation for fiscal 2000 and
          succeeding fiscal years during the term of this Agreement may be
          determined according to criteria intended to qualify under Section
          162(m) of the Code.

     (c)  The Company will grant to Executive under the Company's Amended and
          Restated 1996 Employee Stock Option Plan (the "Plan") stock options
          exercisable to purchase up to 92,500 shares of the Company's Class A
          Common Stock, par value $.001 per share (the "Class A Common Stock")
          at an exercise price per share of $10.00. Such options would become
          exercisable to the extent of 25% of the shares covered by the option
          on the first anniversary of the date of grant and the remaining 75% of
          the shares covered by the option would vest in equal installments at
          the end of each of the following twelve fiscal quarters of the
          Company. To the extent permitted by applicable law and the terms and
          conditions of the Plan, the above-referenced stock options shall be
          "incentive stock options" as that term is defined under Section 422 of
          the Code and any remaining stock options shall be non-qualified stock
          options.

     (d)  The Company will grant to Executive under the Company's Amended and
          Restated 1996 Employee Stock Option Plan (the "Plan") stock options
          exercisable to purchase up to 50,000 shares of the Company's Class A
          Common Stock, par value $.001 per share (the "Class A Common Stock")
          at an exercise price per share of $10.00. Such options would become
          exercisable in their entirety four years after the date of grant,
          except that in the event of a successful initial public offering
          (IPO), the options would become exercisable on the same schedule as
          the options granted in 5(c) above. For example, if the Company
          completed a successful IPO 18 months after the date of grant, 37.5% of
          the options would become exercisable at that time, with the remainder
          vesting in equal installments at the end of each of the following ten
          fiscal quarters of the Company. To the extent permitted by applicable
          law and the terms and conditions of the Plan, the above-referenced
          stock options shall be "incentive stock options" as that term is
          defined under Section 422 of the Code and any remaining stock options
          shall be non-qualified stock options.


     (e)  The Company shall purchase and maintain term life insurance coverage
          on the life of Executive in an amount not less than $1,000,000, the
          proceeds of which, in the event of Executive's death during the term
          of the Agreement, shall be, at the sole discretion of Executive's
          estate, used at any time during the 180-day period following
          Executive's death to repurchase up to $1,000,000 of the equity
          securities owned by Executive at the time of his death (or acquired
          thereafter by his estate pursuant to Executive's stock options) at a
          price per share equal to the

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          fair market value of such shares on the date of repurchase, as
          determined by the Board in good faith. Any remaining proceeds of such
          insurance policy shall be retained by the Company.

     (f)  The Company shall purchase and maintain a long-term disability policy
          that would entitle Executive, should he become Disabled during the
          term of this Agreement, to receive 60% of Executive's then current
          base salary, which policy shall be in addition to any disability
          coverage obtained by the Executive on his own behalf.

6.   Benefits. The Company shall make available to the Executive, subject to the
     --------
     terms and conditions of the applicable plans, including without limitation
     the eligibility rules, participation for the Executive and his eligible
     dependents in the Company-sponsored employee benefit plans or arrangements
     and such other usual and customary benefits now or hereafter generally
     available to employees of the Company and such benefits and perquisites as
     are made available to senior executives of the Company, including, without
     limitation, equity and cash incentive programs and supplemental retirement,
     deferred compensation and welfare plans.

7.   Expenses. The Company shall pay or reimburse the Executive, in accordance
     --------
     with the general policies of the Company, for reasonable and necessary
     expenses incurred by the Executive in connection with his duties on behalf
     of the Company.

8.   Place of Performance. In connection with his employment by the Company,
     --------------------
     unless otherwise agreed by the Executive, the Executive shall be based at
     offices located in Gurnee, Illinois or, at the Company's request, such
     other place as the Company's principal executive offices may, from time to
     time, be located, except for travel reasonably required for Company
     business.

9.   Termination Payments,  Vesting and Exercise of Stock Options upon
     ------------------------------------------------------------------
     Involuntary Termination other than for Cause or Voluntary Termination due
     -------------------------------------------------------------------------
     to Death or Disability.
     ----------------------

     (a)  If an Involuntary Termination occurs other than for Cause or pursuant
          to Section 10 and if the Executive enters into a release and
          settlement agreement with the Company, then

          (i)  for a period of one year thereafter (the "Payment Period"), the
               Company shall pay the Executive, in accordance with the Company's
               regular payroll schedule, termination payments that in the
               aggregate equal the sum of (A) the Executive's highest annual
               base salary during the three-year period prior to the Executive's
               termination plus (B) the Executive's average annual cash and
               equity incentive compensation award during the three-year period
               prior to the Executive's termination;

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          (ii)  during the Payment Period, the Company shall (A) to the extent
                permitted under the 401(k) Plan, permit the Executive to
                continue to participate in the 401(k) Plan and receive the
                maximum matching contribution thereunder as if such Involuntary
                Termination had not occured, or (B) if continued participation
                in the 401(k) Plan is not permitted under the 401(k) Plan, pay
                to the Executive an amount equal to the maximum matching
                contribution to which he would have been entitled under the
                Company's 401(k) Plan as if such Involuntary Termination had not
                occurred; and

          (iii) Executive shall have the right to exercise any and all vested
                stock options at any time not later than 90 days after the date
                of the Involuntary Termination.

     (b)  Notwithstanding anything to the contrary herein, any termination
          payments which the Executive becomes entitled to receive under Section
          9(a) shall be reduced to the extent that the Executive receives
          payments of severance compensation pursuant to Section 1

     (c)  Any termination payments hereunder shall not be taken into account for
          purposes of any retirement plan or other benefit plan sponsored by the
          Company, except as otherwise set forth herein or as expressly required
          by such plans or applicable law.

     (d)  If a Voluntary Termination due to Executive's death during the term of
          this Agreement occurs, then notwithstanding anything to the contrary
          in the Executive's stock option agreement(s) or certificate(s) or in
          the stock option plan(s) under which Executive's stock options were
          granted, (i) one-third of the unvested portion of all stock options
          granted to Executive shall become immediately exercisable as of the
          date of Executive's death, and (ii) all other unvested stock options
          held by Executive shall be immediately canceled. Executive's estate
          shall have a period of one year following Executive's death to
          exercise any vested stock options.

     (e)  If a Voluntary Termination due to Executive's becoming Disabled during
          the term of this Agreement occurs, then notwithstanding anything to
          the contrary in the Executive's stock option agreement(s) or
          certificate(s) or in the stock option plan(s) under which Executive's
          stock options were granted, (i) one-third of the unvested portion of
          all stock options granted to Executive shall become immediately
          exercisable as of the date of Disability, and (ii) all other unvested
          stock options held by Executive shall be immediately canceled.
          Executive shall have a period of one year following Executive's
          Disability to exercise any vested stock options.

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     (f)   If the Executive dies while any amounts are payable to him hereunder,
           all such amounts, unless otherwise provided herein, shall be paid to
           the Executive's designated beneficiary, or, if none, then to the
           Executive's estate.

     (g)   Notwithstanding the foregoing, if the Executive breaches Sections 14,
           15 or 17 hereof, any right of the Executive to receive termination
           payments, to have the vesting of his options accelerated or to have
           the period during which he may exercise his options extended under
           this Section 9 shall be forfeited, but without prejudice to any
           exercise of options that may have occurred prior to such forfeit, and
           the Executive shall reimburse the Company in full for all termination
           payments made to the Executive under this Section 9 no later than 30
           days after the Company gives notice of such breach to the Executive.

10.  Termination Following a Change in Control.
     -----------------------------------------

     (a)   If at any time during the Severance Period following the occurrence
           of a Change in Control the Company terminates Executive's employment,
           the Executive shall be entitled to the benefits provided by Section
           11 unless such termination is the result of the occurrence of one or
           more of the following events:
           (i)   The Executive's death;
           (ii)  The Executive's permanent disability within the meaning of,
                 and actual receipt of disability benefits pursuant to, the
                 long-term disability plan in effect for, or applicable to,
                 Executive immediately prior to the Change in Control; or
           (iii) Cause.

     (b)   If at any time during the Severance Period following the occurrence
     of a Change in Control the Executive terminates his employment with the
     Company, the Executive shall be entitled to the benefits provided by
     Section 11 if one or more of the following events has occurred (regardless
     of whether any other reason, other than Cause as hereinabove provided, for
     such termination exists or has occurred, including without limitation other
     employment):

           (i)   Failure to maintain the Executive in the office or the
                 position, or a substantially equivalent office or position, of
                 or with the Company, which the Executive held immediately prior
                 to a Change in Control;

           (ii)  a reduction in the aggregate of the Executive's Base Pay and
                 Incentive Pay received from the Company and any Subsidiary from
                 that earned immediately prior to the Change in Control or the
                 termination or denial of the Executive's rights to Employee
                 Benefits or a reduction in the scope or value thereof from that
                 earned immediately prior to the Change in Control, any of which
                 is not remedied by the Company no later than 10 calendar days
                 after receipt by the Company of written notice from the
                 Executive of such change, reduction or termination, as the case
                 may be;

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           (iii) determination by the Executive (which determination will be
                 conclusive and binding upon the parties hereto if it was made
                 in good faith and in all events will be presumed to have been
                 made in good faith unless otherwise shown by the Company by
                 clear and convincing evidence) that a change in circumstances
                 has occurred following a Change in Control, including, without
                 limitation, a change in the scope of the business or other
                 activities for which the Executive was responsible immediately
                 prior to the Change in Control, which has rendered the
                 Executive substantially unable to carry out, has substantially
                 hindered Executive's performance of, or has caused Executive to
                 suffer a substantial reduction in, any of the authorities,
                 powers, functions, responsibilities or duties attached to the
                 position held by the Executive immediately prior to the Change
                 in Control, which situation is not remedied no later than 10
                 calendar days after receipt by the Company of written notice
                 from the Executive of such determination;

           (iv)  The liquidation, dissolution, merger, consolidation or
                 reorganization of the Company or transfer of all or
                 substantially all of its business and/or assets, unless the
                 successor or successors (by liquidation, merger, consolidation,
                 reorganization, transfer or otherwise) to which all or
                 substantially all of its business and/or assets have been
                 transferred (directly or by operation of law) assumed all
                 duties and obligations of the Company under this Agreement
                 pursuant to Section 25(a);


           (v)   The Company relocates its principal executive offices, or
                 requires the Executive to have his principal location of work
                 changed, to any location that is in excess of 50 miles from the
                 location thereof immediately prior to the Change in Control, or
                 requires the Executive to travel away from his office in the
                 course of discharging his responsibilities or duties hereunder
                 at least 20% more (in terms of aggregate days in any calendar
                 year or in any calendar quarter when annualized for purposes of
                 comparison to any prior year) than was required of Executive in
                 any of the three full years immediately prior to the Change in
                 Control without, in either case, his prior written consent; or

            (vi) Without limiting the generality or effect of the foregoing, any
                 material breach of this Agreement by the Company or any
                 successor thereto which is not remedied by the Company within
                 10 calendar days after receipt by the Company of written notice
                 from the Executive of such breach.

A termination by the Company pursuant to Section 10(a) or by the Executive
pursuant to Section 10(b) will not affect any rights that the Executive may have
pursuant to any agreement, policy, plan, program or arrangement of the Company
providing Employee Benefits, which rights shall be governed by the terms
thereof, except for any rights to severance compensation to which Executive may
be entitled upon termination of employment under Section 9.

                                       12
<PAGE>

11.  Severance Compensation.
     ----------------------
     (a)  If at any time during the Severance Period following the occurrence of
     a Change in Control the Company terminates the Executive's employment other
     than pursuant to Section 10(a) or the Executive terminates his employment
     pursuant to Section 10(b),

          (i)    the Company shall, no later than five business days after the
                 Termination Date, pay to the Executive a lump sum payment in an
                 amount equal to one times the sum of (A) Base Pay (at the
                 highest rate in effect for any period prior to the Termination
                 Date), plus (B) Incentive Pay (determined in accordance with
                 the standards set forth in Section 1(i));

          (ii)   the Company shall, for a period of twelve months following the
                 Termination Date (the "Continuation Period"), arrange to
                 provide the Executive with Employee Benefits that are welfare
                 benefits (but not stock option, stock purchase, stock
                 appreciation or similar compensatory benefits) substantially
                 similar to those that the Executive was receiving or entitled
                 to receive immediately prior to the Termination Date (or, if
                 greater, immediately prior to the reduction, termination or
                 denial described in Section 10(b)(ii)), except that the level
                 of any such Employee Benefits to be provided to the Executive
                 may be reduced in the event of a corresponding reduction
                 generally applicable to all recipients of or participants in
                 such Employee Benefits, which Continuation Period will be
                 considered service with the Company for the purpose of
                 determining service credits and benefits due and payable to the
                 Executive under the Company's retirement income, supplemental
                 executive retirement and other benefit plans of the Company
                 applicable to the Executive, his dependents or his
                 beneficiaries immediately prior to the Termination Date;

          (iii)  the Company shall provide the Executive with outplacement
                 services by a firm selected by the Executive, at the expense of
                 the Company in an amount up to 20% of the Executive's Base Pay;
                 and

          (iv)   notwithstanding anything to the contrary in the Executive's
                 stock option agreement(s) or certificate(s) or in the stock
                 option plan(s) under which Executive's stock options were
                 granted, (A) (i) all of Executive's stock options that are
                 outstanding as of the date hereof and are not then exercisable
                 shall become immediately exercisable and shall terminate on the
                 date one year from the Termination Date, and not earlier, and
                 (2) all stock options that may be granted to Executive after
                 the date hereof and are not then exercisable shall terminate on
                 the Termination Date and (B) Executive may exercise all or any
                 of his options that are exercisable from time to time until the
                 date one year from the Termination Date.

                 If and to the extent that any benefit described in Section
                 11(a)(ii) or (iii) is not or cannot be paid or provided under
                 any policy, plan, program or arrangement of the Company or any
                 Subsidiary, as the case may be, then

                                       13
<PAGE>

                  the Company shall itself pay or provide for the payment to the
                  Executive, his dependents and beneficiaries, of such Employee
                  Benefits. Without otherwise limiting the purposes or effect of
                  Section 12, Employee Benefits otherwise receivable by the
                  Executive pursuant to Section 11(a)(ii) or (iii) shall be
                  reduced to the extent comparable welfare benefits are actually
                  received by the Executive from another employer during the
                  Continuation Period following the Executive's Termination
                  Date, and any such benefits actually received by the Executive
                  shall be reported by the Executive to the Company.

     (b)  Without limiting the rights of the Executive at law or in equity, if
          the Company fails to make any payment or provide any benefit required
          to be made or provided hereunder on a timely basis, the Company shall
          pay interest on the amount or value thereof at an annualized rate of
          interest equal to the so-called composite "prime rate" as quoted from
          time to time during the relevant period in the Midwest Edition of The
          Wall Street Journal. Such interest shall be payable as it accrues on
          demand. Any change in such prime rate shall be effective on and as of
          the date of such change.

     (c)  Notwithstanding any provision of this Agreement to the contrary, the
          parties' respective rights and obligations under this Section 11 and
          under Sections 12 and 16 shall survive any termination or expiration
          of this Agreement or the termination of the Executive's employment
          following a Change in Control for any reason whatsoever.

12.  Limitation on Payments and Benefits. Notwithstanding any provision of this
     -----------------------------------
Agreement to the contrary, if any amount or benefit to be paid or provided under
this Agreement would be an "Excess Parachute Payment," within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or
any successor provision thereto, but for the application of this sentence, then
the payments and benefits to be paid or provided under this Agreement shall be
reduced to the minimum extent necessary (but in no event to less than zero) so
that no portion of any such payment or benefit, as so reduced, constitutes an
Excess Parachute Payment except that the foregoing reduction shall be made only
if and to the extent that such reduction would result in an increase in the
aggregate payment and benefits to be provided, determined on an after-tax basis
(taking into account the excise tax imposed pursuant to Section 4999 of the
Code, or any successor provision thereto, any tax imposed by any comparable
provision of state law, and any applicable federal, state and local income
taxes). The determination of whether any reduction in such payments or benefits
to be provided under this Agreement or otherwise that is required pursuant to
the preceding sentence shall be made at the expense of the Company, if requested
by the Executive or the Company, by the Company's independent accountants. The
fact that the Executive's right to payments or benefits may be reduced by reason
of the limitations contained in this Section 12 shall not of itself limit or
otherwise affect any other rights of the Executive other than pursuant to this
Agreement. In the event that any payment or benefit intended to be provided
under this Agreement or otherwise is required to be reduced pursuant to this
Section 12, the Executive shall be entitled to designate the payments and/or
benefits to be so reduced in order to give effect to this Section 12. The

                                       14
<PAGE>

Company shall provide the Executive with all information reasonably requested by
the Executive to permit the Executive to make such designation. In the event
that the Executive fails to make such designation within 10 business days of the
Termination Date, the Company may effect such reduction in any manner it deems
appropriate.

13.  No Mitigation Obligation. The Company hereby acknowledges that it will be
     ------------------------
     difficult and may be impossible for the Executive to find reasonably
     comparable employment following the Termination Date and that the non-
     competition covenant contained in Section 15 will further limit the
     employment opportunities for the Executive. Accordingly, the Company
     acknowledges that the payment of the severance compensation by the Company
     to the Executive in accordance with the terms of this Agreement is
     reasonable and that the Executive will not be required to mitigate the
     amount of any payment provided for in this Agreement by seeking other
     employment or otherwise, nor will any profits, income, earnings or other
     benefits from any source whatsoever create any mitigation, offset,
     reduction or any other obligation on the part of the Executive hereunder or
     otherwise, except as expressly provided in the last sentence of Section
     11(a).

14.  Confidentiality Agreement.
     -------------------------

     (a) The Executive acknowledges that in the course of his employment by the
     Company, he will or may have access to and become informed of confidential
     and secret information that is a competitive asset of the Company
     ("Confidential Information"), including, without limitation, (i) the terms
     of agreements between the Company and its employees, customers (including,
     without limitation, its investigative research sites) and suppliers, (ii)
     pricing strategy, (iii) sales and marketing methods, (iv) product
     development ideas and strategies, (v) personnel training and development
     programs, (vi) financial results, (vii) strategic plans and demographic
     analyses, (viii) proprietary computer and systems software and (ix) any
     non-public information concerning the Company, its employees, suppliers and
     customers. Regardless of any actual or alleged breach by the Company of
     this Agreement, the Executive shall keep all Confidential Information in
     strict confidence and shall not directly or indirectly make known, divulge,
     reveal, furnish, make available or use any Confidential Information (except
     in the course of his regular authorized duties on behalf of the Company)
     until and unless such Confidential Information becomes, through no fault of
     the Executive, generally known to the public or the Executive is required
     by law to make disclosure (after giving the Company reasonable notice and
     an opportunity to contest such requirement). The Executive's obligations
     under this Section 14 are in addition to, and not in limitation or
     preemption of, all other obligations of confidentiality which the Executive
     may have to the Company under general legal or equitable principles.

     (b) Except in the ordinary course of the Company's business, the Executive
     has not made and shall never make or cause to be made, any copies,
     pictures, duplicates, facsimiles or other reproductions or recordings or
     any abstracts or summaries including or reflecting Confidential
     Information. All such documents and other property furnished

                                       15
<PAGE>

     to the Executive by the Company or otherwise acquired or developed by the
     Company shall at all times be the property of the Company. Upon a Voluntary
     Termination or Involuntary Termination, the Executive shall return to the
     Company any such documents or other property of the Company which are in
     the possession, custody or control of the Executive.

15.  Covenant not to Compete; No Inducement; No Solicitation. In
     -------------------------------------------------------
consideration for the Executive's employment hereunder and the Company's
providing the Executive with confidential information and contacts with the
Company's customers and accounts,

     (a)  during the term of the Employment Provisions and (A) after an
     Involuntary Termination for Cause, for a period of one year after such
     Involuntary Termination, (B) after an Involuntary Termination other than
     for Cause, during the Payment Period or (C) after a Voluntary Termination,
     if prior to the date of the Voluntary Termination the Company agrees to pay
     Executive all of the termination payments set forth in Section 9(a) hereof,
     for a period of one year after such Voluntary Termination, the Executive
     shall not, without the prior written consent of the Company (which consent
     may be withheld for any reason or no reason), directly or indirectly or by
     action in concert with others, own, manage, operate, join, control, perform
     consulting services for, be employed by, participate in or be connected
     with any business, enterprise or other entity (or the ownership,
     management, operation, or control of any such business, enterprise or other
     entity) (a "Competing Enterprise") engaged anywhere in the United States in
     the Restricted Business. Notwithstanding the foregoing, Executive may make
     purely passive investments on behalf of himself, his immediate family or
     any trust in public companies engaged in a Competing Enterprise so long as
     the aggregate interest represented by such investments does not exceed 1%
     of any class of the outstanding debt or equity securities of any Competing
     Enterprise.

     (b)  during the term of the Employment Provisions and (A) after an
     Involuntary Termination for Cause, for a period of one year after such
     Involuntary Termination, (B) after an Involuntary Termination other than
     for Cause, during the Payment Period or (C) after a Voluntary Termination,
     if prior to the date of the Voluntary Termination the Company agrees to pay
     Executive all of the termination payments set forth in Section 9(a) hereof,
     for a period of one year after such Voluntary Termination, the Executive
     shall not, directly or indirectly, in any capacity, on his own behalf or on
     behalf of any other firm, person or entity, induce or attempt to induce any
     customer of the Company (including, without limitation, any investigative
     research site) to cease doing business in whole or in part with the
     Company, solicit the business of any such customer for any Restricted
     Business or otherwise create any ill will or negative publicity with
     respect to the Company.

     (c)  during the term of the Employment Provisions and (A) after an
     Involuntary Termination for Cause, for a period of one year after such
     Involuntary Termination, (B) after an Involuntary Termination other than
     for Cause, during the Payment Period or (C) after a Voluntary Termination,
     if prior to the date of the Voluntary Termination the Company agrees to pay
     Executive all of the termination payments set forth in

                                       16
<PAGE>

     Section 9(a) hereof, for a period of one year after such Voluntary
     Termination, the Executive shall not, directly or indirectly, in any
     capacity, on his own behalf or on behalf of any other firm, person or
     entity, undertake or assist in the solicitation of any Company employee,
     including, without limitation, solicitation of any employee to terminate
     his or her employment with the Company.

     d)   during a period ending one year following the Termination Date, if the
     Executive has received or is receiving benefits under Section 11, the
     Executive shall not, without the prior written consent of the Company,
     which consent shall not be unreasonably withheld, engage in any Competitive
     Activity.

16.  Legal Fees and Expenses. The Company intends that, except as set forth
     -----------------------
below, the Executive shall not be required to incur legal fees and the related
expenses associated with the interpretation, enforcement or defense of
Executive's rights under this Agreement by litigation or otherwise because the
cost and expense thereof would substantially detract from the benefits intended
to be extended to the Executive hereunder. Accordingly, if the Executive
reasonably believes that the Company has failed to comply with any of its
obligations under this Agreement or the Company or any other person takes or
threatens to take any action to declare this Agreement void or unenforceable or
institutes any litigation or other action or proceeding designed to deny, or to
recover from, the Executive the benefits provided or intended to be provided to
the Executive hereunder, the Company irrevocably authorizes the Executive from
time to time to retain counsel of Executive's choice, at the expense of the
Company as hereafter provided, to advise and represent the Executive in
connection with any such interpretation, enforcement or defense, including
without limitation the initiation or defense of any litigation or other legal
action, whether by or against the Company or any Director, officer, stockholder
or other person affiliated with the Company, in any jurisdiction.
Notwithstanding any existing or prior attorney-client relationship between the
Company and such counsel, the Company irrevocably consents to the Executive's
entering into an attorney-client relationship with such counsel, and in that
connection the Company and the Executive agree that a confidential relationship
shall exist between the Executive and such counsel. The Company will pay and be
solely financially responsible for any and all attorneys' and related fees and
expenses incurred by the Executive in connection with any of the foregoing up to
a maximum amount of $50,000 without respect to whether the Executive prevails,
in whole or in part, in connection with any of the foregoing (which payments
shall be made on a regular, periodic basis upon presentation to the Company of a
statement or statements prepared by such counsel in accordance with its
customary practices) and will reimburse the Executive and be financially
responsible for any and all attorneys' fees and related fees and expenses in
excess of such $50,000 amount incurred by the Executive in connection with any
of the foregoing thereafter if the Executive prevails in connection therewith.

17.  Post-termination Assistance. Executive shall provide such information and
     ---------------------------
assistance to the Company as the Company may reasonably request, upon reasonable
notice, in connection with any litigation in which it or any of its affiliates
is or may become a party. The Company shall reimburse the Executive for any
expenses, including travel expenses, incurred by the Executive in connection
with providing such information and assistance.

                                       17
<PAGE>

18.  Employment Rights. Nothing expressed or implied in this Agreement shall
     -----------------
create any right or duty on the part of the Company or the Executive to have the
Executive remain in the employment of the Company prior to or following any
Change in Control. Any termination of employment of the Executive or the removal
of the Executive from the office or position in the Company following the
commencement of any discussion with a third person that ultimately results in a
Change in Control shall be deemed to be a termination or removal of the
Executive after a Change in Control for purposes of this Agreement.

19.  Withholding of Taxes.  The Company may withhold from any amounts payable
     ---------------------
under this Agreement all federal, state, city or other taxes as the Company is
required to withhold pursuant to any law or government regulation or ruling.

20.  Specific Enforcement. The Executive acknowledges and agrees that a
     --------------------
violation of Sections 14, 15 or 17 hereof that results in material detriment to
the Company would cause irreparable harm to the Company, and that the Company's
remedy at law for any such violation would be inadequate. In recognition of the
foregoing, the Company shall have the right, in addition to any other relief
afforded by law or this Agreement, including damages sustained by a breach of
this Agreement and any forfeitures under Section 9, and without any necessity or
proof of actual damages, to enforce this Agreement by specific remedies,
including, among other things, temporary and permanent injunctions, it being the
understanding of the Company and the Executive that damages, the forfeitures
described above and injunctions shall all be proper modes of relief and shall
not be considered alternative remedies.

21.  Arbitration. Any dispute between the parties under this Agreement shall be
     -----------
resolved (except as provided below) through informal arbitration by an
arbitrator selected under the rules of the American Arbitration Association
(located in Chicago, Illinois) and the arbitration shall be conducted in that
location under the rules of said Association. Each party shall be entitled to
present evidence and argument to the arbitrator. The arbitrator shall have the
right only to interpret and apply the provisions of this Agreement and may not
change any of its provisions. The arbitrator shall permit reasonable pre-hearing
discovery of facts to the extent necessary to establish a claim or a defense to
a claim, subject to supervision by the arbitrator. The determination of the
arbitrator shall be conclusive and binding upon the parties and judgment upon
the same may be entered in any court having jurisdiction thereof. The arbitrator
shall give written notice to the Company and the Executive stating its
determination, and shall furnish to each party a signed copy of such
determination. The expenses of arbitration shall be borne equally by the
Executive and the Company or as the arbitrator shall otherwise equitably
determine.

Notwithstanding the foregoing, the Company shall not be required to seek or
participate in arbitration regarding any breach of Sections 14, 15 or 17, but
may pursue its remedies for such breach in any court of competent jurisdiction
in the State of Illinois. Any arbitration or action pursuant to this Section 21
shall be governed by and construed in accordance with the substantive laws of
the State of Illinois, without giving effect to the principles of conflict of
laws of such State.

                                       18
<PAGE>

22.  Notices. For all purposes of this Agreement, all communications, including
     -------
without limitation notices, consents, requests or approvals, required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given when hand delivered or dispatched by electronic facsimile
transmission (with receipt thereof confirmed), or five business days after
having been mailed by United States registered or certified mail, return receipt
requested, postage prepaid, or three business days after having been sent by a
nationally recognized overnight courier service (such as Federal Express or UPS)
addressed to the Company (to the attention of the Secretary of the Company) at
its principal executive office and to the Executive at his principal residence,
or to such other address as either party may have furnished to the other in
writing and in accordance herewith, except that notices of changes of address
shall be effective only upon receipt.

23.  Governing Law. The validity, interpretation, construction and performance
     -------------
governed by and construed in accordance with the substantive laws of the State
of Illinois, without giving effect to the principles of conflict of laws of such
State.

24.  Agreement. This Agreement contains all of the covenants and agreements
     ---------
between the parties with respect to such subject matter. Each party to this
Agreement acknowledges that no representations, inducements, promises, or other
agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party, pertaining to the subject matter hereof, that are not
embodied herein, and that no other agreement, statement or promise pertaining to
the subject matter hereof that is not contained in this Agreement shall be valid
or binding on either party.

25.  Successors and Binding Agreement.
     --------------------------------

     (a)  The Company shall require any successor (whether direct or indirect,
     by purchase, merger, consolidation, reorganization or otherwise) to all or
     substantially all of the business or assets of the Company, by agreement in
     form and substance satisfactory to the Executive, expressly to assume and
     agree to perform this Agreement in the same manner and to the same extent
     the Company would be required to perform if no such succession had taken
     place. This Agreement shall be binding upon and inure to the benefit of the
     Company and any successor to the Company, including without limitation any
     persons acquiring directly or indirectly all or substantially all of the
     business or assets of the Company whether by purchase, merger,
     consolidation, reorganization or otherwise (and such successor shall
     thereafter be deemed the "Company" for the purposes of this Agreement), but
     will not otherwise be assignable, transferable or delegable by the Company.

     (b)  This Agreement will inure to the benefit of and be enforceable by the
     Executive's personal or legal representatives, executors, administrators,
     successors, heirs, distributees and legatees.

     (c)  This Agreement is personal in nature and neither the Company nor the
     Executive shall, without the consent of the other, assign, transfer or
     delegate this Agreement or any rights or obligations hereunder except as
     expressly provided in Sections 25(a) and 25(b).

                                       19
<PAGE>

     Without limiting the generality or effect of the foregoing, the Executive's
     right to receive payments hereunder will not be assignable, transferable or
     delegable, whether by pledge, creation of a security interest, or otherwise
     other than by a transfer by the Executive's will or by the laws of descent
     and distribution and, in the event of any attempted assignment or transfer
     contrary to this Section 25(c), the Company shall have no liability to pay
     any amount so attempted to be assigned, transferred or delegated.

26.  Validity. If any provision of this Agreement or the application of any
     --------
provision hereof to any person or circumstances is held invalid, unenforceable
or otherwise illegal, the remainder of this Agreement and the application of
such provision to any other person or circumstances shall not be affected, and
the provision so held to be invalid, unenforceable or otherwise illegal shall be
reformed to the extent (and only to the extent) necessary to make it
enforceable, valid or legal.

27.  Miscellaneous. No provision of this Agreement may be modified, waived or
     -------------
discharged unless such waiver, modification or discharge is agreed to in writing
signed by the Executive and the Company. No waiver by either party hereto at any
time of any breach by the other party hereto or compliance with any condition or
provision 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. Unless otherwise noted, references to "Sections" are
to sections of this Agreement. The captions used in this Agreement are designed
for convenient reference only and are not to be used for the purpose of
interpreting any provision of this Agreement.

28.  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 shall
constitute one and the same agreement.

29.  Effective  Date.  Notwithstanding anything to the contrary herein, this
     ---------------
Agreement shall not become effective unless and until the Board approves this
Agreement. Upon receipt of such approval, this Agreement shall become
immediately effective.

                 [Remainder of page intentionally left blank]

                                       20
<PAGE>

     IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the date first above written/1/.

                                  AmericasDoctor.com, Inc..



                                       /s/ Steven M. Rauscher
                                  --------------------------------------------
                                  By:  Steven M. Rauscher
                                  Its: Chief Executive Officer


                                  /s/ C. Lee Jones
                                  --------------------------------------------
                                  C. Lee Jones



________________
/1/ The validity of execution of this Agreement on behalf of the Company is
subject to the approval of this Agreement by the Board.

                                       21