**Exhibit 10.1.1**

**SECOND AMENDMENT TO EMPLOYMENTAGREEMENT**

THISAMENDMENT (“Amendment”), effective on the 18th day of June, 2007, is made byand between Emergency Medical Services Corporation, a Delaware Corporation (“EMSC”) and William A. Sanger (“Executive”),in order to amend the EmploymentAgreement heretofore entered into between Emergency Medical Services, L.P. (“EMSL.P.”) and Executive, as assigned by EMS L.P. to EMSC on February 10,2005.  EMSC and Executive may be referredto herein collectively as the “Parties”.

**RECITALS**

WHEREAS, EMS L.P. and Executive entered intoan Employment Agreement dated February 10, 2005 (“Employment Agreement”); and

WHEREAS, EMS L.P. assigned the EmploymentAgreement to EMSC on February 10, 2005; and

WHEREAS, the Parties desire to amend theEmployment Agreement to set forth new compensation terms for the Executive asset forth herein.

NOW THEREFORE, for and in consideration ofthe mutual covenants set forth herein, the Parties agree to amend theEmployment Agreement as follows:

1.             Article 6 (a)(iii) of the Employment Agreement shall bedeleted and restated in its entirety as follows:

(iii)By Purchaser, in its absolute discretion and for any reason, withoutCause.  Upon such termination, Purchasershall (A) continue to pay the Executive his Base Salary in effect at the timeof such termination for a period of 24 months following such termination, (B)continue to provide the Executive medical insurance, dental insurance and termlife insurance (but excluding the life insurance referred to in the lastsentence of paragraph (d) in Article 5) during the applicable terminationperiod, or, if such benefits cannot be provided, Purchaser shall, or shallcause a Subsidiary to, pay to the Executive an equivalent lump sum cash amountin lieu of such benefits, and (C) if the performance targets for the year aremet, pay to Executive a pro rata portion (equal to a fraction, of which thenumerator is the number of full months of Executive’s employment in the yearand the denominator is 12), of the bonus payable to Executive pursuant toSection 4(b), at such time as the Company pays annual incentive bonuses for theyear to 

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executives of thePurchaser.  In the event of a terminationunder this section, all time - governed Sanger Options shall vest and be exercisable as and to the extentprovided in Article 4.

2.             Except as specifically set forth herein, all of theterms and conditions of the Employment Agreement are declared by the parties tobe in full force and effect without change.

**IN WITNESS WHEREOF,** EMSC and Executive and have each duly executed this amendment to beeffective as of the date first set forth above.
|        | EMERGENCY  MEDICAL SERVICES |
|--------|-----------------------------|
|   | CORPORATION                 |
|   |                        |   |   |   |
|   | By:                         | /s/ Todd Zimmerman |
|   |                        | Name: |   | Todd Zimmerman |
|   |                        | Title: |   | Executive Vice President |
|   |                        |   |   | and General Counsel |
|   |                        |   |   |   |
|   | WILLIAM A. SANGER           |
|   |                        |   |   |   |
|   | By:                         | /s/ William A. Sanger |
|        |                             |  |  |  |  |  |  |

 

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