EXHIBIT 10.6


                             EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT,  dated June 7, 1996, by and between PARTNERCARE INC.,
a New York  corporation,  having a principal place of business at 111 Great Neck
Road, Suite 604, Great Neck, NY 11021 (the  "Company"),  and RICHARD O. VAZQUEZ,
having a residence address at 2600 Netherland Avenue,  Riverdale, New York 10463
(the "Executive").

                                    RECITALS

     The Executive is experienced in the field of revenue enhancement management
for health care providers. The Company desires to employ the Executive to act as
President of the Company and to render services in that field, and the Executive
desires to render  such  services  on behalf of the  Company.  Accordingly,  the
Company and the Executive  desire to set forth the terms and conditions on which
(i) the  Company  will  employ the  Executive,  (ii) the  Executive  will render
services to the Company and to Juniper Features Ltd. ("Juniper"),  and any other
corporation  or  business  entity  controlling,  controlled  by or under  common
control  with the Company  (each,  an  "Affiliate"),  and (iii) the Company will
compensate the Executive for such services.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1.   Employment.

     The Company hereby employs the Executive,  and the Executive hereby accepts
such employment, upon the terms and conditions herein set forth.

         2.   Term.

     Subject to the provisions for termination provided herein, the initial term
of employment of the Executive under this Agreement shall be for a period of two
years  commencing  on July 1,  1996 and  ending on June 30,  1998 (the  "Initial
Term").  The Executive's  employment under this Agreement shall be automatically
extended  thereafter for not more than two additional one-year periods (each, an
"Extension  Term")  unless the Company gives a notice of  termination  not later
than 90 days prior to the expiration of the Initial Term or any Extension  Term.
The Initial Term and all Extension  Terms, if any, are referred to herein as the
"Term."

         3.   Duties and Responsibilities.

     3.1 The  Executive  shall  devote  his full  attention  and  apply his best
efforts,  energies  and skills on a  full-time  basis,  to the  business  of the
Company and each Affiliate (such  corporations or other business  entities being
referred to herein collectively as the "Juniper Group") and shall not during the
Term of this Agreement be engaged in any other business activity, whether or not
such  business  activity  is  pursued  for  gain,  profit,  or  other  pecuniary
advantage.  Subject  to the  provisions  of Section  10  hereof,  the  foregoing
restriction  shall not be construed as preventing  the Executive  from investing
his assets in such form or manner as will not require  any  services on his part
in the operation of the affairs of the companies in which such  investments  are
made.

     3.2 During the Term, the Executive shall serve as and perform the functions
of President of the Company and shall perform such other duties and functions as
the Board of  Directors,  the  Chairman  of the  Board,  or the Chief  Executive
Officer of the Company may determine, consistent with the Executive's experience
and  background,  including,  but not limited to, those duties and functions set
forth on Schedule A hereto.  The Executive shall be principally  responsible for
performing such services at the Company's principal offices.

     3.3 The  Executive  shall  have a  fiduciary  duty to act  only in the best
interest of the Juniper Group and acknowledges  that he owes the Juniper Group a
high  degree of trust and  loyalty.  While he is employed  by the  Company,  the
Executive  shall not take any action  which would harm or  detrimentally  impact
upon the Juniper Group's business;  in so far as Executive is informed or should
be otherwise be reasonably informed of the same.

     3.4 At all times during the  performance of this  Agreement,  the Executive
shall strictly adhere to all policies, rules and regulations that have now been,
or may  hereafter  be,  established  by  the  Juniper  Group  for  his  conduct,
including,  but not limited to, all matters set forth in the Company's  Employee
Handbook,  as  modified  from  time to  time,  a copy  of  which  the  Executive
acknowledges  receiving and reading. The Executive shall be promptly informed of
any new policies, rules and regulations. The Executive shall report directly to,
and shall be subject to the  direction  and control of, Vlado Paul  Hreljanovic,
the Chairman of the Board,  President and Chief Executive Officer of Juniper and
The Chief Executive Officer of the Company.

     3.5.  In order to induce  the  Company to enter  into this  Agreement,  the
Executive represents and warrants to the Company that (a) the Executive is not a
party or subject  to any  employment  agreement  or  arrangement  with any other
person,  firm,  company,  corporation  or  other  business  entity,  and (b) the
Executive is subject to no restraint,  limitation,  or  restriction by virtue of
any agreement or arrangement or by virtue of any law or rule or otherwise  which
would  impair the  Executive's  right or ability  (i) to enter the employ of the
Company,  or any other member under this  Agreement,  the Company  shall pay the
Executive,  and the Executive  shall  accept,  (i) a salary of $135,000 per year
(the  "Salary"),  (ii)  during each year of the Initial  Term,  Executive  shall
receive such number of shares of Juniper Common Stock as shall equal $65,000 per
year,  payable  monthly in shares of Common Stock  valued at $5,416.06  for each
installment,  such number of shares of Common Stock  determined by dividing such
dollar  amount by the fair market value of a share of Common Stock at the end of
each such  month,  and (iii) a bonus to be  determined  annually by the Board of
Directors of the Company (the "Bonus").

     4.0   Compensation

     4.1 For all services  rendered by the Executive under this  Agreement,  the
Company shall pay the Executive, and the Executive shall accept, (i) a salary of
$135,000  per year (the  "Salary"),  (ii) during each year of the Initial  Term,
Executive  shall  receive  such number of shares of Common  Stock as shall equal
$65,000 per year,  payable monthly in shares of Common Stock valued at $5,416.06
for each  installment,  such number of shares of Common Stock. The Company shall
pay the Executive's  Salary in equal  bi-monthly  installments and shall pay the
Executive's Bonus earned with respect to any period at such time or times as the
Board of Directors of the Company  shall  determine.  All payments of Salary and
Bonus shall be subject to all withholding and other employment taxes required by
law,  which shall be withheld  and paid by the  Company in  accordance  with its
normal payroll practices.

     4.2 The  Company  shall  pay the  Executive's  Salary  in equal  bi-monthly
installments  and shall pay the  Executive's  Bonus  earned with  respect to any
period at such  time or times as the Board of  Directors  of the  Company  shall
determine.  All payments of Salary and Bonus shall be subject to all withholding
and other  employment taxes required by law, which shall be withheld and paid by
the Company in accordance with its normal payroll practices.

     4.3 On the date hereof and on the first day of July during each year of the
Term,  Juniper  shall grant to the  Executive  options  ("Options")  to purchase
590,000  shares of  Juniper  Common  Stock,  $.001 par value  ("Common  Stock"),
exercisable  at a price equal to the fair  market  value of the shares of Common
Stock on each date such options vest,  under the Juniper  Features  Limited 1996
Incentive  Stock  Option  Plan  (the  "Plan"),  which has been  approved  by the
Company's  Board of Directors  and which is subject to approval by the Company's
shareholders.  The Options shall be on the terms set forth in the Plan and shall
vest as follows:

     (i) if Gross Revenues (as hereinafter  defined) from Executive  Clients (as
hereinafter defined) during any Contract Year (as hereinafter defined) are equal
to $1,000,000,  then on the last day of that Contract Year,  Options to purchase
50,000 shares of Common Stock shall vest;

     (ii) if Gross  Revenues from  Executive  Clients  during such Contract Year
exceed  $1,000,000,  but are less than $2,000,000,  then on the last day of that
Contract Year,  Options to purchase an additional 100,000 shares of Common Stock
shall vest ratably to the extent that Gross Revenues exceed $1,000,000, it being
the  intention  of the parties  that if such Gross  Revenues  equal  $2,000,000,
Options to purchase an aggregate of 150,000 shares of Common Stock shall vest;

     (iii) if Gross  Revenues from  Executive  Clients during such Contract Year
exceed  $2,000,000,  but are less than $3,000,000,  then on the last day of that
Contract Year,  Options to purchase an additional 150,000 shares of Common Stock
shall vest ratably to the extent that Gross Revenues exceed $2,000,000, it being
the  intention  of the parties  that if such Gross  Revenues  equal  $3,000,000,
Options to purchase an aggregate of 300,000 shares of Common Stock shall vest;

     (iv) if Gross  Revenues from  Executive  Clients  during such Contract Year
exceed  $3,000,000,  but are less than $5,000,000,  then on the last day of that
Contract Year,  Options to purchase an additional 150,000 shares of Common Stock
shall vest ratably to the extent that Gross Revenues exceed $3,000,000, it being
the  intention  of the parties  that if such Gross  Revenues  equal  $5,000,000,
Options to purchase an aggregate of 450,000 shares of Common Stock shall vest;

     (v) if Gross  Revenues  from  Executive  Clients  during such Contract Year
exceed  $5,000,000,  but are less than $7,500,000,  then on the last day of that
Contract Year,  Options to purchase an additional 140,000 shares of Common Stock
shall vest ratably to the extent that Gross Revenues exceed $5,000,000, it being
the  intention  of the parties  that if such Gross  Revenues  equal  $7,500,000,
Options to purchase an aggregate of 590,000 shares of Common Stock shall vest.

     If Options granted at the beginning of any Contract Year do not vest on the
last day of that Contract Year as hereinabove provided,  then such Options shall
expire.  If  Juniper's  shareholders  do not approve the Plan,  then the Options
shall be granted subject to and in accordance with the same terms of the Plan as
if it were in effect;  provided,  however, that the Executive  acknowledges that
the Options so granted may not qualify for certain favorable treatment under the
Internal  Revenue Code of 1986, as amended,  or the  Securities  Exchange Act of
1934, as amended (the "Exchange Act").

     4.4 For  purposes of this  Agreement,  the  following  terms shall have the
meanings ascribed to them below:

     (a)  "Executive  Clients"  shall  mean  clients of the  Company  who became
clients principally as a result of the efforts of the Executive.

     (b) "Gross  Revenues"  shall mean all  amounts  actually  collected  by the
Company,  net of bad debt expense taken or credits  allowed during the period in
question.

     (c) "Contract Year" shall mean the one-year period commencing on July 1 and
ending on June 30 of each year during the Term of this Agreement, except that if
this  Agreement does not terminate on June 30, then the last Contract Year shall
terminate on the date of the termination of this Agreement.

     4.5 The Executive  acknowledges  that, unless the Company agrees otherwise,
the shares of Common  Stock issued  pursuant to the exercise of the  Executive's
Options (the "Option  Shares") will be issued  pursuant to an exemption from the
registration  requirements  of the  Securities  Act of  1933,  as  amended  (the
"Securities  Act"),  and as such  may not be  resold  by the  Executive  without
registration  under the Securities Act or an exemption  from  registration.  The
Executive further acknowledges that neither the Company nor Juniper is obligated
to  file a  registration  statement  with  respect  to the  Option  Shares.  All
certificates representing the Option Shares shall bear a legend in substantially
the following form:

     THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933,  IS AMENDED (THE "ACT") AND MAY NOT BE OFFERED FOR
SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION.  THE TRANSFER OF SUCH
SHARES IS ALSO  RESTRICTED  UNDER THE TERMS OF AN AGREEMENT  DATED JUNE 7, 1996,
AND SUCH SHARES ARE ALSO SUBJECT TO THE TERMS OF  SHAREHOLDERS'  AGREEMENT DATED
JUNE , 1996.

     4.6  Concurrently  with the execution of this  Agreement,  the Executive is
executing an agreement with the Company and Vlado Paul  Hreljanovic  pursuant to
which the Executive is granting to Hreljanovic an irrevocable right and proxy to
vote all  Option  Shares  for so long as the  Executive,  any  affiliate  of the
Executive or any member of the Executive's  family owns such Option Shares.  The
Company  acknowledges  that  nothing  in this  Section  4.6 shall  preclude  the
Executive from selling or otherwise  transferring the Option Shares,  subject to
the other  provisions of this  Agreement and such legal  restrictions  as may be
applicable.


     4.7 Anything  herein to the contrary  notwithstanding,  the Executive shall
not sell, assign,  transfer or encumber in any manner more than 15% of the total
number of Option Shares that he owns in any period of three  consecutive  months
(each such period being  referred to herein as a  "Quarter").  In addition,  the
Executive shall not sell,  assign,  transfer or encumber in any manner more than
the lesser of (x) 7-1/2% of the total  number of Option  Shares  that he owns or
(y) 5,000  Option  Shares  during any period of ten  consecutive  business  days
during any such Quarter.

         5.       Benefits.

     5.1 The Executive  shall be entitled for each year of employment  such paid
vacation as is  commensurate  with that  afforded to  Executives  of the Juniper
Group of equal  rank as the  Executive  at such  time as the  Executive  and the
Chairman of the Company shall mutually  agree.  Such vacation is presently three
weeks for the first four years of employment and four weeks thereafter, and such
holidays  are nine per year (seven  fixed and two  optional).  No portion of any
unused  vacation  time  shall be  carried  over to a  subsequent  period  unless
specifically authorized by the Chairman or the Chief Executive Officer.

     5.2 The Executive  shall also be entitled to  participate in any pension or
profit  sharing  plan,  stock  purchase  plan,  stock  option  plan,  group life
insurance plan,  hospitalization insurance plan, medical services plan and other
similar plans, now or hereafter existing,  afforded to Executives of the Juniper
Group of  equal  rank as the  Executive.  The  Company  will pay the cost of the
Executive's  present medical insurance costs until he becomes eligible under the
Company's existing medical insurance plan.

         6.   Expenses.

     6.1 As a condition  of his  employment,  the  Executive  shall  maintain an
automobile.   Accordingly,  the  Company  shall  lease  an  automobile  for  the
Executive's  use. In addition,  the Company shall pay or reimburse the Executive
for tolls and parking  incurred in connection with the performance of his duties
hereunder, which shall be paid upon presentation of original invoices.

     6.2 The Executive shall be authorized to incur other ordinary and necessary
business  expenses in connection with the  performance of his duties  hereunder,
including  travel  expenses  and  entertainment  be entitled to annual paid sick
leave in length to conform  with the  Company's  general  employment  practices,
which is presently five days per year.

     7.   Sick Leave; Disability

     7.1 The Executive  shall be entitled to annual paid sick leave in length to
conform with the Company's general employment practices, which is presently five
days per year.

     7.2 If the Executive is unable to perform his duties hereunder by reason of
physical or mental  incapacity or infirmity (a "Disability")  for a period of 90
consecutive days or a period of 120 days during any consecutive 12-month period,
then the Executive  shall be "Disabled " for purposes of this  Agreement and the
period of his  Disability  as provided  above shall be referred to herein as the
"Disability Period". The existence of a Disability hereunder shall be determined
by a licensed  physician  selected  by the  Company,  and the  Executive  hereby
consents  to an  examination  by such  physician  for such  purpose.  During the
Disability  Period,  the Company shall  continue to pay the Executive the Salary
earned hereunder;  provided, however, that such payments shall be reduced by the
amount of any  disability  income  payments the  Executive  receives  during the
Disability Period under any policy carried by the Company of which the Executive
is the beneficiary. The Company shall have the right to terminate this Agreement
and the  Executive's  employment  hereunder for Disability at any time after the
end of the Disability Period.

         8.    Death During Employment.

     If the  Executive  shall die during the Term,  the Company shall pay to the
estate of the  Executive  the Salary  which  would  otherwise  be payable to the
Executive  up to the end of the month in which his death  occurs and shall grant
such Options as shall have been earned by the Executive under Section 4.3 hereof
up to the date of his death. The Company shall have no further obligation to the
Executive's estate.

         9.    Termination.

     9.1  The  Company  shall  have  the  right  to  terminate  the  Executive's
employment  for Cause (as  hereinafter  defined in Subsection  9.2) at any time,
which  termination  shall be effective  immediately  upon the  Company's  giving
notice to the Executive setting forth in reasonable detail the grounds therefor.
If the Executive's  employment is terminated for Cause, the Company shall pay to
the Executive within 45 days after such  termination,  all accrued Salary earned
through the date of termination.  The Executive hereby specifically  acknowleges
this Agreement.

     9.2 For purposes of this Agreement,  any of the following actions or events
shall  constitute  grounds for  termination  of the  Executive's  employment for
"Cause":


     (i) the Executive's neglect or refusal to perform, or if he otherwise fails
to perform, his duties as an Executive of the Company.

     (ii) any other conduct  constituting  a breach of this  Agreement or of any
code of conduct  heretofore  or hereafter  adopted by the Company or the Juniper
Group;

     (iii)  the  Executive's  conviction  (including  a  conviction  on  a  nolo
contendere plea) of a felony or misdemeanor (other than minor traffic offenses);

     (iv) any willful,  intentional,  or grossly negligent act having the effect
of  significantly  injuring the  Executive's  reputation  or the  reputation  or
business of the Juniper Group; or

     (v) any other  malfeasance,  misfeasance  or  nonfeasance  by the Executive
relative  to or in  connection  with the  performance  of his  duties  hereunder
(including,  without limitation, the Executive's inability to perform his duties
hereunder as a result of chronic alcoholism or drug addiction).

     9.3 If Gross Revenues from Executive  Clients during the period  commencing
on July 1, 1996, and ending on September 30, 1997, are less than $1,500,000, the
Company shall have the right to terminate  the  Executive's  employment  without
Cause by giving a notice of  termination  at any time after  September 30, 1997,
and before December 1, 1997, which  termination shall be effective 30 days after
the  Company  gives  such  notice.  In that  event,  the  Company  shall pay the
Executive, and the Executive shall accept as liquidated and agreed upon damages,
an amount equal to two months' Salary  payable in accordance  with the Company's
customary payroll practices.

     9.4  The  Company  shall  have  the  right  to  terminate  the  Executive's
employment  without Cause at any time, which  termination  shall be effective 30
days after the Company gives notice thereof to the Executive. If the Executive's
employment  is  terminated  before the  expiration of the Term without Cause and
other than as a result of the  Executive's  death or  disability  or pursuant to
Section  9.3  hereof,  then,  and in  such  event,  the  Company  shall  pay the
Executive, and the Executive shall accept as liquidated and agreed upon damages,
an amount  equal to his annual  Salary,  which  amount shall be paid in 12 equal
monthly   installments   commencing  one  month  after  the  effective  date  of
termination.

     9.5 If the Executive voluntarily terminates his employment with the Company
prior to expiration of the Term (for any reason  whatsoever),  the Company shall
pay to the Executive his accrued  Salary  through the date of  termination.  The
Executive hereby  specifically  acknowledges that upon voluntary  termination of
his employment,  he shall have no right to receive any other payments  otherwise
provided for under this Agreement.

     9.6 If the  Executive's  employment is terminated  for Disability or death,
then the Company shall pay to the Executive or his personal representative and
shall  grant  such  Options  as shall have been  earned by the  Executive  under
Section 4.3 hereof up to the date of his death or disability.

     9.7  Notwithstanding  anything contained herein to the contrary,  if during
the  Post-Termination  Period (as  hereinafter  defined in Subsection  10.2) the
Executive  obtains other  employment or engages in his own business or otherwise
engages in any business activities for his own benefit or account, the Executive
shall  immediately  notify the Company,  and an amount equal to the  Executive's
total salary, compensation,  and other income during such period from such other
employment,  business  or  business  activities  shall be  applied  pro tanto in
reduction   to  any   amounts   payable   under   this   Section  9  during  the
Post-Termination  Period,  except nothing  herein shall preclude  Executive from
engaging in activities relating to his present real estate investments  provided
he does not violate any of the terms of this Agreement.

     10.      Restrictive Covenants.

     10.1 The  Executive  acknowledges  that (i) the business  activities of the
Juniper  Group  will  include   providing   managed  care  and  healthcare  cost
containment and revenue  enhancement  services (the  "Healthcare  Cost Reduction
Business") in the United States,  (ii) he will have a major  responsibility  for
the operation,  administrative  development  and growth of the  Healthcare  Cost
Reduction  Business of the Company in the United States,  (iii) his work for the
Company will bring him into close contact with  confidential  information of the
Company  and its  customers  and  clients,  (iv) the  agreements  and  covenants
contained in this Section 10 are essential to protect the business  interests of
the  Company and the Company  would not enter into this  Agreement  but for such
agreements  and  covenants,  and (v) he has  means to  support  himself  and his
dependents  other than by engaging in the Healthcare  Cost  Reduction  Business.
Accordingly, the Executive covenants and agrees as follows:

     10.1.1  Except as otherwise  specifically  provided for in this  Agreement,
throughout the Employment Period and the Post-Termination  Period (as such terms
are  defined  in  Subsection   10.2),  the  Executive  shall  not,  directly  or
indirectly,  (i)  engage  in  any  activity  that  is in  competition  with  the
Healthcare Cost Reduction  Business of the Company in any  geographical  area in
which the Company has  conducted  such business at any time during the last year
of the Employment  Period or (ii) without  limiting the generality of clause (i)
above, be or become, or agree to be or become, interested in or associated with,
in any  capacity  (including,  without  limitation,  as a partner,  shareholder,
owner,  officer,  director,  employee,   principal,  agent,  creditor,  trustee,
consultant,  co-venturer  or  otherwise),  any  individual,  corporation,  firm,
association,  partnership,  joint  venture or other  business  entity,  which is
engaged in or which is planning to engage in any aspect of the  Healthcare  Cost
Reduction  Business of the Company in any geographical area in which the Company
has conducted  such business at any time during the last year of the  Employment
Period; provided,  however, that the Executive may own, solely as an investment,
securities of any publicly held  corporation  traded on any national  securities
exchange in the United States of America,  if the Executive is not a controlling
person of or member of a group which  controls,  such  corporation and does not,
directly  or  indirectly,  own more than 1% of any class of  securities  of such
corporation.

     10.1.2  Throughout the Employment Period and the  Post-Termination  Period,
the  Executive  shall  not,  directly  or  indirectly  (i)  induce or attempt to
influence  any  employee of the Juniper  Group to leave its employ,  (ii) aid or
agree to aid any  competitor,  customer or supplier of the Juniper  Group in any
attempt to hire any person who shall have been  employed  by the  Juniper  Group
within the one (1) year period  preceding such requested aid, or (iii) induce or
attempt to influence any person or business  entity who was a client or supplier
of the Juniper Group during any portion of such period to transact business with
a competitor of the Juniper Group in the Health Care Cost Reduction Business;

     10.1.3 Throughout the Employment Period and thereafter, the Executive shall
not disclose to anyone any  information  about the affairs of the Juniper Group,
including without limitation, trade secrets, inventions,  customer lists, client
lists, business plans, operational methods,  pricing policies,  marketing plans,
sales plans, identity of suppliers,  or other financial information not publicly
disclosed  and which is  confidential  to the Juniper  Group or is not generally
known  in  the  relevant  trade   (collectively,   "Proprietary   Information"),
regardless of whether the Executive developed such Proprietary Information,  nor
shall the Executive  make use of any such  Proprietary  Information  for his own
benefit.

     10.2 For the  purposes of this  Agreement  the  following  terms shall have
respective meanings ascribed to them below:

     10.2.1 "Employment  Period" means the period of the Executive's  employment
by the Company,  including such period of employment,  if any,  extending beyond
the Term.

     10.2.2 "Post-Termination  Period" means the period during which the Company
is making Termination Payments to the Executive under Subsection 10.3 hereof.

     10.2.3  "Restrictive  Covenants"  means any of the provisions of Subsection
10.1 hereof.

     10.3 Upon  termination of the  Executive's  employment for any reason other
than death or  Disability,  the Company  shall have the right to continue to pay
the  Executive's  Salary  for up to one year  after  the  effective  date of the
termination of the  Executive's  employment  with the Company (the  "Termination
Date") in consideration  for the Restrictive  Covenants set forth in Subsections
10.1.1  and  10.1.2.  Such  payments  are  referred  to herein  as  "Termination
Payments."  The Company may exercise its right to make  Termination  Payments by
giving written notice thereof not later than 30 days after the Termination Date,
which  notice  shall set forth the period for which the Company  intends to make
such Termination  Payments.  The Company shall make such Termination Payments in
installments   commencing  30  days  after  the  Termination  Date  and  monthly
thereafter.  Payments made under  Subsections 9.3 or 9.4 hereof shall constitute
"Termination  Payments" for purposes of this Agreement and shall not be required
to be made in addition to any Termination Payments payable under this Subsection
10.3.

     10.4 If the Executive breaches,  or threatens to commit a breach of, any of
the  Restrictive  Covenants,  the Company  shall have the  following  rights and
remedies,  each of which  shall  be  independent  of the  others  and  severally
enforceable,  and each of which is in addition to, and not in lieu of, any other
rights and remedies available to the Company at law or in equity:

     10.4.1 The  Executive  shall  account  for and pay over to the  Company all
compensation,  profits,  monies, accruals and other benefits derived or received
by the Executive or any person or business entity  affiliated with the Executive
as a result of any  action  the  provisions of Subsection  10.4.1 above,  the
Executive acknowledges and agrees that in the event of a violation or threatened
violation  of any of the  Restrictive  Covenants,  the  Company  shall  have  no
adequate remedy at law and shall therefore be entitled to enforce each provision
by temporary or permanent  injunctive or mandatory  relief obtained in any court
of competent jurisdiction without the necessity of proving damages,  posting any
bond or other security,  and without  prejudice to any other rights and remedies
which may be available at law or in equity.

     10.5 If any of the Restrictive  Covenants,  or any part thereof, is held to
be invalid or  unenforceable,  the same  shall not affect the  remainder  of the
covenant  or  covenants,  which  shall be given full force and  effect,  without
regard to the invalid or unenforceable portions.

     10.6 If any of the Restrictive  Covenants,  or any part thereof, is held to
be  unenforceable  because of the duration of such provision or the area covered
thereby, the parties hereto agree that the court making such determination shall
have the power to reduce the duration  and/or area of such provision and, in its
reduced form, such provision shall then be enforceable.

     10.7 The parties hereto intend to and hereby confer jurisdiction to enforce
the  Restrictive  Covenants  upon the  courts  of any  jurisdiction  within  the
geographical scope of such Restrictive  Covenants.  In the event that the courts
of any one or more of such jurisdictions  shall hold such Restrictive  Covenants
wholly  unenforceable  by reason of the  breadthect  the Company's  right to the
relief  provided  above in the  courts of any  other  jurisdictions  within  the
geographical  scope  of  such  Restrictive  Covenants,  as to  breaches  of such
covenants in such other  respective  jurisdictions,  the above covenants as they
relate to each jurisdiction being, for this purpose,  severable into diverse and
independent covenants.

     10.8 Anthing contained in this article to the contrary notwithstanding, the
Employee  shall  not  be  prohibited  from  seeking  new  employment  or  taking
reasonable steps, including but not limited to employment interviews.

         11.      Insider Information.

     In the course of the performance of the Executive's  duties hereunder,  the
Executive may become aware of information  regarding the Company,  Juniper,  and
their  respective  businesses that may be considered  "inside  information"  for
purposes  of the  Securities  Act  and  the  Exchange  Act  and  the  Rules  and
Regulations promulgated thereunder. The Executive acknowledges that his purchase
or sale  securities of Juniper or any of its  affiliates  while in possession of
such  inside  information  or his  informing  any other  person  of such  inside
information  for the  purpose of  purchasing,  selling or  otherwise  dealing in
securities  of  Juniper  or  its  affiliates  is  prohibited  by law  and  shall
constitute  a  breach  of this  Agreement  and a basis  for  termination  of the
Executive's employment for Cause.

         12. Inventions.

     All inventions, discoveries, investigations,  improvements, know-how, trade
secrets, and developments in technology  ("Inventions") which directly relate to
the business  carried on, or then planned to be carried on, by the Juniper Group
which have been or shall be made,  conceived,  learned of or reduced to practice
by the Executive,  either alone or with others, whether the activity in question
takes place within or outside the usual  working hours of the Executive or on or
off the premises of the Company shall be held by the Executive for the exclusive
benefit  of the  Company,  and the  Executive  shall  assign in  writing  to the
Company,  without any payment being required or the part of the Company,  all of
the  right,  title  and  interest  which  he  may  have  acquired  in and to any
Inventions.  In addition,  he shall,  both during and at any time prior to three
(3)  years  after  the  Employment  Period,  assist  the  Company  in every  way
reasonably  requested by the Company, at the expense of the Company without cost
to the Executive (and with reasonable compensation to the Executive in the event
his  employment  has then  ended),  to  obtain  for the  Company  in any and all
countries,  and to  maintain  and enforce  patents or the  reissue or  extension
thereof on all Inventions which have been or may be assigned.

         13.  Documentation of Proprietary Information and Inventions.

     All documents, records, models, prototypes or other tangible embodiments or
evidence  of  Proprietary  Information  or  Inventions,  and all  copies  of the
foregoing  ("Materials"),  which may at any time be acquired by or come into the
possession of the Executive are the sole and exclusive  property of the Company.
All  Materials  shall be  surrendered  to the  Company  upon the  request by the
Company at any time. In addition,  upon the reasonable request by the Company at
any time,  the Executive  shall prepare  materials  accurately and adequately to
describe,  set forth or embody any  Proprietary  Information  or Inventions  and
deliver the same to the Company in order to  accomplish or complete the transfer
thereof to the Company, and the Executive shall be reimbursed by the Company for
all of his reasonable  out-of-pocket expenses incurred in so doing. During or at
any time prior to three (3) years after the  Employment  Period,  the  Executive
shall  execute all  documents  and take all such other action as the Company may
reasonably  require (being  reimbursed  for all of his reasonable  out-of-pocket
expenses  in this  connection)  in  order  to  assign  the  Company  any and all
copyrights and reproduction  rights to any Materials  prepared by him during and
in connection with such employment.

         14. Insurance.

     The Company may, from time to time,  apply for,  purchase and maintain,  in
its own name and at its own expense, life, health, accident, disability or other
insurance  upon the  Executive in any sum or sums that it may deem  necessary to
protect its  interests,  and the  Executive  agrees to aid and  cooperate in all
reasonable  respects with the Company in procuring  any and all such  insurance,
including,  without  limitation,  submitting to the usual and customary  medical
examinations, and by filling out, executing and delivering such applications and
other  instruments  in writing as may be  reasonably  required  by an  insurance
company or companies to which an application or applications  for such insurance
may be made by or for the Company.  In order to induce the Company to enter into
this Agreement, the Executive represents and warrants to the Company that to the
best of his  knowledge  the  Executive  is  insurable  at  standard  (non-rated)
premiums.

     15. Miscellaneous.

     15.1 This Agreement is a personal contract, and the rights and interests of
the  Executive  hereunder  may not be sold,  transferred,  assigned,  pledged or
hypothecated by the Executive,  except as otherwise  expressly  permitted by the
provisions of this Agreement.  The Executive  shall not under any  circumstances
have  any  option  or right  to  require  payment  hereunder  otherwise  than in
accordance with the terms hereof. Except as otherwise expressly provided herein,
the Executive shall not have any power of anticipation, alienation or assignment
of payments contemplated hereunder, and all rights and benefits of the Executive
shall be for the sole  personal  benefit of the  Executive,  and no other person
shall  acquire  any right,  title or interest  hereunder  by reason of any sale,
assignment,  transfer,  claim or judgment or bankruptcy  proceedings against the
Executive;  provided,  however,  that (i) the Executive  shall have the right to
assign his right to receive any payment previously due and owing, subject to all
claims and  defenses of the  Company,  and (ii) in the event of the  Executive's
death, or gross disability,  the Executive's  estate,  legal  representatives or
beneficiaries  (as the case may be) shall have the right to  receive  all of the
benefits that accrued to the Executive  pursuant to, and in accordance with, the
terms of this Agreement.

     15.2 The  Company  shall  have the right to assign  this  Agreement  to any
successor to substantially all of its business or assets,  and the Executive and
any such successor shall be bound by all provisions hereof.

     15.3  Any  notice  required  or  permitted  to be  given  pursuant  to this
Agreement  shall be in writing and sent to the party for whom or which intended,
at the address of such party set forth below,  by registered or certified  mail,
return  receipt  requested  or at such  other  address  as  either  party  shall
designate  by notice to the  other in the  manner  provided  herein  for  giving
notice:


If to the Company:                      PartnerCare, Inc.
                                        111 Great Neck Road, Suite 604
                                        Great Neck, NY  11021

with a copy to:                         Snow Becker Krauss, P.C.
                                        605 Third Avenue
                                        New York, NY  10158-0125
                                        Attn:  Eric Honick, Esq.

If to Executive:                        Richard O. Vazquez
                                        2600 Netherland Avenue
                                        Riverdale, NY  18463


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

     15.8 If any provision of this Agreement, or any part thereof, is held to be
illegal or  unenforceable,  the remainder of this Agreement  shall  nevertheless
remain in full force and effect.

     15.9 Each of the parties  hereto  shall,  at any time and from time to time
hereafter,  upon the  reasonable  request of the other,  take further action and
execute,  acknowledge and deliver all such  instruments of further  assurance as
necessary to carry out the provisions of this Agreement.

     15.10 This  Agreement  contains  the  entire  agreement  and  understanding
between the Company and the Executive with respect to the subject matter hereof.
No  representations  or warranties of any kind or nature relating to the Company
or its business, assets, liabilities, operations, future plans or prospects have
been made by or on behalf of the Company to the Executive.

     15.11  All  controversies  or claims  arising  out of or  relating  to this
Agreement,  or the breach hereof, except for those relating to or arising out of
Sections 10, 11 and 12 hereof, or the breach of such Sections,  shall be settled
by  arbitration  in  accordance  with the  Commercial  Arbitration  Rules of the
American  Arbitration  Association,  and judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.

     15.12 This Agreement  shall be governed by and construed in accordance with
the  laws of the  State  of New  York  applicable  to  contracts  made and to be
performed entirely within that State.



     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written


JUNIPER FEATURES, LTD.                                 PARTNERCARE, INC.



By:/s/Vlado Paul Hreljanovic                      By:/s/Vlado Paul Hreljanovic
   Vlado Paul Hreljanovic                                Vlado P. Hreljanovic
         Chairman                                           Chairman


Consented and agreed to solely with
respect to Paragraph 4.1 and 4.3 of this Agreement.


                                      /s/Richard O. Vazquez
                                      Richard O. Vazquez

<PAGE>


                                   SCHEDULE A

     1) DEVELOP AND FOSTER  STRATEGIC  BUSINESS  INITIATIVES WITH RESPECT TO ANY
HEATHCARE RELATED SERVICES AND PRODUCTS IN THE UNITED STATES AND WORLDWIDE.

     2) MAINTAIN AND SUPPORT  EXISTING  PRODUCT LINES TO THE SATISFACTION OF OUR
CLIENTS.

     3) KEEP  THE  CHAIRMAN  AND  CEO  INFORMED  OF THE  CURRENT  STATUS  OF THE
COMPANY'S REVENUE STREAMS AND COST EXPOSURE.

     4) PROMULGATE AND GROW NEW MARKETS AND PRODUCT LINES.

     5) REPRESENT THE COMPANY IN ALL BUSINESS MATTERS APPROPRIATE AND GERMANE TO
THE COMPANY'S GROWTH, REPUTATION AND PERFORMANCE.

     6) MAINTAIN HIGH ETHICAL AND PROFESSIONAL CONDUCT AND STANDARDS.

     7) DEVELOP AND ORGANIZE A MANAGEMENT TEAM.

     8) DEVELOP AND ORGANIZE A SALES AND MARKETING TEAM.

     9) MAINTAIN THE APPROPRIATE STAFFING LEVELS.

     10) DEVELOP MARKETING MATERIALS.