EXHIBIT 10.3


                              EMPLOYMENT AGREEMENT


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Between FOHP, INC. (FOHP) and PAUL J. KIMMINS (Employee).

WHEREAS, FOHP and Employee believe a written employment agreement is appropriate
to  describe  their  relationship  and to  serve  as  the  basis  for  effective
communication between them,

NOW,  THEREFORE,  FOHP and  Employee,  for the  consideration  specified in this
Agreement, agree as follows:


1.    TERM.  FOHP and Employee  hereby agree that FOHP employ Paul J. Kimmins as
      Executive Vice  President,  Financial and Business  Services of FOHP, Inc.
      for an  indefinite  period which shall be no less than two years from July
      1, 1995.  During his  employment,  Employee  shall be subject to immediate
      termination  for egregious  misconduct.  At the conclusion of the two year
      period,  Employee's  employment agreement shall automatically renew itself
      from  year  to year  and  thereafter  if  FOHP  wishes  to  terminate  the
      employment  relationship,  it  may do so  provided  a  minimum  six-months
      written  notice of non-renewal is provided to Employee of the intention to
      end the employment  relationship.  Also, if FOHP does not wish to continue
      the employment relationship at the end of the initial two year period, the
      requirement of the minimum  six-months written notice of non-renewal shall
      also apply. During the period of notice of such non-renewal,  Employee may
      continue to work (at the  discretion  of FOHP,  Inc.) the remainder of the
      contract term.


2.    RESPONSIBILITIES.  Employee  desires  to enter  into  the full and  active
      employment,  reporting directly to the President and CEO of FOHP, Inc. The
      general  responsibilites  the  Employee  will  be  accountable  for are as
      follow:


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a.    FINANCIAL  FUNCTION.  All financial  functions of each Strategic  Business
      Unit  (SBU)  in the  family  of  FOHP,  Inc.  Shall  be  under  Employee's
      supervision.   These  shall  include   Commercial   HMO/PPO  Programs  and
      Partnership Program.

      Strategic  Business  Divisions  which are part of FOHP, Inc. and all FOHP,
      Inc. corporate financial  activities shall remain under the control of the
      Chief Operating Officer. It is expected that all financial results of each
      of the SBU's under Employee's  authority will provide information to FOHP,
      Inc. For the purposes of consolidated reporting.

      Divisions which are not included  today,  but which may be included later,
      are the following:  Workers Compensation (FMCO),  Medicaid,  Medicare, and
      Affiliated Health Services.

b.    BUSINESS SERVICES.  Responsible,  within each of the previously  described
      SBU's, for the assistance  and/or direction of the following,  which shall
      not be considered an all inclusive list:
      o    Business Plan Development
      o    Pro-forma Development
      o    Budgets
      o    Actuarial and Rating Services
      o    New Product Pricing/Feasibility studies

c.    PARTNERSHIP INITIATIVES.  Responsible, with the President and CEO of FOHP,
      for:
      (i)  Development of partnership  arrangements and/or corporate  structures
           which  facilitate  partnership  activities,   corporate  affiliations
           and/or product  introductions.  As of today (more may be added) these
           include the following:

           o  Health  Insurance  Plan  of New  York  (HIP)
           o  United  Insurance Companies,  Inc.  (UICI)
           o  First Choice of Long Island  (working with FOHP, NY)
           o  Alliance Health Plan (working with GPD, FOHP, Inc.)

      (ii) Identifying  partnership  opportunities  and  strategies  in  new  or
           contiguous  geographic  areas of  operation  and  bringing  these new
           programs   to   market.   There  are  many   other   activities   and
           responsibilities  which Employee may be asked to take  responsibility
           for and/or operate.  As a newly formed and high


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           growth organization,  neither FOHP nor the President and CEO of FOHP,
           Inc.  can  commit  to a fixed  set of  responsibilities  which do not
           change, nor can FOHP stipulate to a fixed set of responsibilities for
           any single manager for the duration of their employment

3.    SALARY.    Paul J. Kimmins shall be paid $150,000 per year for his salary.

      a.   Employee  shall be  eligible  for an  annual  bonus up to 20% of base
           salary.  The annual bonus will be determined by the President and CEO
           of FOHP, Inc. based on the successful  attainment of yearly goals and
           objectives  and will be payable no later than  thirty (30) days after
           the end of each year of the Agreement.

      b.   Employee  shall  receive  a  signing  bonus  of  $5,000,  payable  in
           Employee's first paycheck from FOHP.

      c.   Provided  Employee is employed  pursuant to this Agreement on July 1,
           1997,  Employee  will be paid a deferred  incentive  payment equal to
           seven  percent  (7%) of the  total  amount of base  compensation  and
           annual  bonuses paid to Employee  during the term of this  Agreement.
           Said  deferred  incentive  payment  will be paid to Employee no later
           than July 31,  1997.  FOHP will  account  for, but not be required to
           fund the deferred  incentive  payment until it is required to pay the
           Employee said monies in accordance  with the terms of this  Paragraph
           and the Agreement.

4.    BENEFITS.     The following benefits will be provided by FOHP:

      a.   HEALTH INSURANCE (MEDICAL AND DENTAL):  Coverage will be available in
           accordance with that provided to senior management of FOHP.
      b.   401-K  PENSION AND STOCK  OPTIONS:  Employee  shall be  eligible  for
           participation   and  the  same   contributions   provided  to  senior
           management  of FOHP  for such  plan(s)  as may  exist,  now or in the
           future.
      c.   VACATION: Employee shall accrue four (4) weeks vacation each contract
           year.
      d.   SICK LEAVE:  Employee  shall receive  annual sick leave in accordance
           with the policy of FOHP, provided, however, in the case of Employee's
           prolonged and continuous

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           illness,  FOHP will pay Empl;oyee full salary for the first three (3)
           months of such illness.
      e.   DISABILITY:  Short-term  and long-term  disability  insurance will be
           available  in  accordance  with the amount of  coverage  provided  to
           senior management of FOHP and shall be fully paid for by FOHP.
      f.   LIFE  INSURANCE:  Coverage  at a fixed  amount  shall be  provided in
           accordance with that provided to senior  management of FOHP and shall
           be  fully  paid by  FOHP.  Additional  coverage  may be  obtained  at
           Employee's expense.
      g.   Employee shall be provided with an AUTOMOBILE,  gasoline credit card,
           automobile insurance and maintenance, all at FOHP's expense.
      h.   Employee shall also be reimbursed for other business-related expenses
           in accordance with FOHP policy for employee REIMBURSEMENT.

5.    SEVERANCE
      a.   In the event FOHP  terminates the employment of Employee prior to the
           expiration of the term of this Agreement for reasons other than those
           set  forth  in  Paragraph  1 of  this  Agreement,  (said  termination
           hereinafter  referred  to as  SEVERANCE)  Employee  shall be paid the
           greater of the amount of monies  remaining  and due according to this
           contract or a one (1) year salary  payment  (plus earned  bonuses and
           benefits).  In  addition,  in the  event  FOHP  does not  renew  this
           Agreement, then;

      b.   FOHP will pay to Employee,  in lump sum, on or before  September  15,
           1997, an amount equal to the sum of the following: (i) One half (1/2)
           times the base  compensation in effect for the employment year ending
           July 31, 1997.

      c.   In the event  employment with FOHP or its successor is  involuntarily
           terminated,  employee will receive professional  outplacement support
           at company expense.

      d.   In the  event  of  Severance,  FOHP  agrees  to make no  announcement
           regarding said Severance  unless the timing,  form, and manner of any
           such announcement is explicitly agreed upon by Employee.

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6.    CHANGE TO FOHP OWNERSHIP.  FOHP and Employee agree if there is a change in
      FOHP ownership which affects Employee's management position, Employee will
      receive the  considerations  provided  below.  "Change to FOHP  Ownership"
      shall mean a merger, consolidation,  and/or sale of all or a major portion
      of the assets or the stock of FOHP.  If such  change  occurs  and  affects
      Employee's position (in terms of compensation,  title, authority,  duties,
      reporting  relationships,  reports,  geographic  location,  etc.)  and  no
      equivalent  or better  position is available in FOHP or a new or successor
      organization  which is acceptable to Employee,  Employee shall receive all
      the compensation  and benefits  provided under paragraphs 5 a, b, c, and d
      of this Agreement.

7.    INDEMNIFICATION.  Employee  shall be  indemnified  to the  fullest  extend
      permitted  by law  against  any claims  asserted  against  him  personally
      arising  out of or related  to his  position  with FOHP or its  affiliated
      entities, provided employee has not acted egregiously,  permitted fraud or
      other illegal acts, or engaged in gross misconduct.  Indemnification shall
      include payment of attorneys fees, legal costs and expenses,  and costs of
      settlement.

8.    CHANGES TO AGREEMENT. No written or oral modification, amendment, addition
      to this Agreement, nor waiver of any of its provisions,  shall be valid or
      enforceable  unless  in  writing  and  signed by the  signatories  to this
      Agreement.

9.    ENTIRE  AGREEMENT.  This Agreement  contains the entire agreement  between
      FOHP and Paul J.  Kimmins  with  respect to the subject  matter  contained
      herein and supersedes any other prior or contemporaneous  agreement either
      oral or in writing  purporting  to govern  this  subject  matter.  Paul J.
      Kimmins   and  FOHP  have   agreed   to   relocation   allowances   and/or
      reimbursements as shown in Attachment A.

10.   SEVERABILITY. The invalidity or unenforceability of any provisions of this
      Agreement  shall in no way affect the  validity or  enforceability  of any
      other provision.


11.   WAIVER.  Failure to insist upon strict  compliance  with any of the terms,
      covenants, or

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      conditions  set  forth in this  Agreement  shall not be deemed a waiver of
      such term, covenant, or condition,  nor shall any waiver or relinquishment
      of any right or power  under  the  Agreement  at any one or more  times be
      deemed a waiver or relinquishment of such right or power at any other time
      or times.

12.   GOVERNING  LAW.  This  Agreement  shall be  governed by and  construed  in
      accordance with the laws of the State of New Jersey and applicable federal
      law.


I UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT AS SET FORTH
ABOVE.


FOHP, INC.


  /S/JOHN L. ADESSA                          /S/PAUL J. KIMMINS
-----------------------------------        -----------------------------------
John L. Adessa                             Paul J. Kimmins
President & Chief Executive Officer        Executive Vice President, Financial
                                           & Business Services

   7/17/95                                                      7/17/95
-----------------------------------        -----------------------------------
Date                                       Date


Enc.: Attachment A







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                                  ATTACHMENT A

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RELOCATION AND/OR TEMPORARY LIVING:

If you choose to begin work without your family moving with you, FOHP will rent
an apartment for you from February 1 until (no later than) August 30, 1995. In
addition, we will provide you with bi-weekly trips home, and a living allowance.

If you wish to move your family, as soon as possible, we will rent a home until
(no later than) August 30, or until a home can be purchased (whichever comes
first.)

In the latter case, FOHP will assist you in obtaining a bridge loan and either
pay for the bridge loan or current mortgage (whichever is less for up to 12
months from the date the bridge loan is obtained. FOHP will also cover the cost
of the move and provide $10,000 toward closing costs.*

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*If you wish to stay with either your  family or your  wife's  family  until you
find a home, FOHP will pay you $10,000 more toward your closing costs.





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