PHYSICIAN EMPLOYMENT AGREEMENT


          THIS  PHYSICIAN  EMPLOYMENT  AGREEMENT (the  "Agreement")  dated as of
February 21, 1997 (the "Execution  Date"),  is entered into by and between , QPQ
CORPORATION,   a  Florida  corporation  and  its  successors  and  assigns  (the
"Company") and JACK B. DRIMMER, M.D. (the "Physician").

                             PRELIMINARY STATEMENTS

           1.  Simultaneous  with the execution and delivery of this  Agreement,
QPQ Corporation, a Florida corporation, the Physician and Jack B. Drimmer, M.D.,
P.A., a Florida  professional  association  (the "PA")  closed the  transactions
memorialized by a Stock Purchase Agreement,  dated as of the __ day of February,
1997 (the "Stock Purchase Agreement"). All capitalized terms not defined in this
Agreement shall have the meanings given them in the Asset Purchase Agreement.

           2. The  Company  desires to employ the  Physician  and the  Physician
desires  to serve  the  Company,  on the  terms and  subject  to the  conditions
contained in this Agreement.

In  consideration  of  the  parties'  promises  and  mutual  covenants  in  this
Agreement, the Company and the Physician agree as follows:

                                    AGREEMENT

           1.  EMPLOYMENT.  The Company  employs the Physician and the Physician
accepts the employment upon this Agreement's terms and conditions.

           2. TERM OF EMPLOYMENT. Unless terminated earlier under the provisions
of this Agreement,  the initial term of employment of the Physician shall be for
a period of three (3) years (the  "Term"),  commencing on February __, 1997 (the
"Commencement  Date") and expiring on January 31, 2001 (the "Expiration  Date").
One Hundred Eighty (180) days prior to the expiration of the Term, Physician may
elect to extend the term for a period of two (2) years (the  "Renewal  Term") by
sending a written  notice to Company.  The Renewal  shall be upon the same terms
and conditions as contained in this Agreement (except where otherwise  specified
in this Agreement).  Any written notice from Physician to the Company  notifying
Company  of the  Physician's  intent  to  extend  the Term  shall be a  "Renewal
Notice".









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           3.  COMPENSATION.  During the Term and Renewal  Term,  the  Physician
shall be compensated as follows:

            (a)   SALARY COMPENSATION.

                      (i) BASE  COMPENSATION.  Provided that this  Agreement has
not been terminated,  the Company shall pay to the Physician as compensation for
the  performance of his duties under this  Agreement,  base  compensation  at an
annual rate of: (i) One Hundred Thousand Dollars  ($100,000.00)  during the Term
and any Renewal  Term.  The Base  Compensation  may be adjusted as  described on
Schedule 3(a)(i) attached hereto and incorporated herein by reference ("Adjusted
Compensation").

Physician Base Compensation or Adjusted  Compensation  shall be paid every other
Friday,  in equal  installments,  or at more frequent  intervals as the Board of
Directors may determine,  subject to all applicable  withholdings,  set offs and
taxes.

                      (ii) INCENTIVE COMPENSATION.  Provided that this Agreement
has not been terminated,  during each year of the Term and any Renewal Term, the
Physician  shall be entitled to receive the following  sums  (collectively,  the
"Incentive Compensation"):

                      (a) Two Thousand  Five  Hundred  Dollars  ($2,500.00)  for
                      every Ten Thousand  Dollars  ($10,000.00)  of net revenues
                      derived from the  Physician's  provision  of  professional
                      services  (the  "Physician  Services")  at  the  Company's
                      Offices listed on Schedule 3(a)(ii) which net revenues are
                      in  excess  of the  base  net  revenues  derived  from the
                      Physician Services at those PA Offices for the twelve (12)
                      months   immediately   preceding  the  Closing  Date.  Net
                      revenues are defined as cash  collections of the Physician
                      and Base net revenues  shall be equal to Two Hundred Sixty
                      Thousand Dollars ($260,000.00);


                      (b) In the  event  that  net  revenues  derived  from  the
                      Physician's   provision  of  professional   services  (the
                      "Physician  Services") at the Company's  Offices listed on
                      Schedule  3(a)(ii),  equal or  exceed  Two  Hundred  Sixty
                      Thousand Dollars ($260,000.00) for the first twelve months
                      Physician is employed by the Company,  Physician  shall be
                      entitled  to a one time bonus of Twenty  Thousand  Dollars
                      ($20,000.00)  within  ninety  (90)  days  after  such  net
                      revenues   exceed  Two  Hundred  Sixty  Thousand   Dollars
                      ($260,000.00).




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All Incentive  Compensation  payable pursuant to this Agreement shall be paid to
Physician  annually  within  ninety (90) days of the end of each  calendar  year
during  the Term and any  Renewal  Term,  subject  to  applicable  withholdings,
insurance  co-payments and other taxes.  The Physician  shall be entitled,  upon
reasonable  request  to the  Company,  to be given  access to  records  directly
related to the net revenues from the Physician Services.

                      (iii) RETIREMENT  BONUS.  Provided that this Agreement has
not been  terminated,  if during the Term,  net revenues  derived from Physician
Services exceed One Million Two Hundred  Thousand  Dollars  ($1,200,000.00)  and
Physician  elects to extend the Term by sending a Renewal Notice to Company,  at
the  end of  the  Renewal  Term  Physician  shall  be  entitled  to a  bonus  of
Twenty-Five Thousand Dollars ($25,000.00) payable in cash.

            (b)  EMPLOYEE  BENEFIT  PLANS.  The  Physician  shall be entitled to
participate  in or benefit from the benefits  that are afforded to other Company
employees.  The Company  retains the right to terminate or alter in its sole and
absolute  discretion,  any plans or policies  from time to time.  The  Company's
existing  benefit plans are described on Schedule  3(b),  which  benefits may be
altered or terminated by the Company at any time. However,  the Company shall be
required to provide non-HMO health insurance for Physician and his wife.

            (c)  VACATION  AND SICK DAYS.  The  Physician  shall accrue five (5)
weeks paid vacation time during each 12 month calendar year commencing  February
1, 1997. Vacation days shall be used within the contract year, and shall only be
used at the times and intervals  mutually agreed upon between  Physician and the
Company. The Physician shall not be entitled to any additional  compensation for
unused  vacation days.  Additionally,  any time spent by Physician on education,
through the attendance of lectures,  seminars or other  educational  activities,
when  Physician  would  otherwise be providing  services to the Company shall be
considered vacation time.

            (d) LICENSES,  STAFF FEES AND PROFESSIONAL FEES. During the Term and
all Renewal Terms, the Company shall pay Physician's applicable hospital medical
staff fees and  professional  license fees which enable Physician to fulfill his
obligations under this Agreement.

           (e) PROFESSIONAL LIABILITY INSURANCE. During the Term and all Renewal
Terms, the following will apply:

                      (i) the Company shall insure,  at its cost,  the Physician
under the  Company's  current  professional  liability  policy  written  by PPTF
("Physicians,  Insurance")  in the  amount  of  $500,000.00  for each  claim and
$1,000,000.00  annual  aggregate limit and the costs for such insurance shall be
borne by the Company;






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                      (ii)  in the  event  the  Company  determines  to  provide
professional  liability  insurance for the Physician from other than Physicians'
Insurance,  at its costs,  the Company agrees to provide coverage limits no less
than as specified in subsection (i) above;

                      (iii) subject to Section 3(e)(vi), the Company may, in its
absolute sole discretion,  with the consent of the Physician, at any time during
the Term and the  Renewal  Term,  continue,  modify,  change or  substitute  the
malpractice  insurance  policy  coverage  for  Physician  and/or the Company for
Physician's  provision  of  medical  services  while  acting in the scope of his
employment  pursuant to the terms and  conditions  of this  Agreement  which was
obtained pursuant to Company's obligations under this Agreement;

                      (iv) Physician shall immediately  execute and deliver,  in
strict  accordance  with  Company's  written  instructions,  all  documents  and
instruments necessary to effectuate the provisions of this Section; and,

                      (v) Physician  agrees to act in full  accordance  with the
terms and conditions of any and all malpractice  insurance  policies,  copies of
which shall be provided to the Physician.

                      (vi)  subject to Section  3(e)(i) and (ii),  Company  will
obtain a continuous claims made professional liability insurance policy to cover
Physician  pursuant to the terms of this  Agreement.  The Company shall,  at the
Company's  expense,  continue to cover Physician for medical  malpractice claims
arising out of his employment under this Agreement through a date four (4) years
from the date of  termination  by: (i)  continuing  the  continuous  claims made
professional   liability   insurance  policy;   (ii)  purchasing  a  replacement
continuous claims made professional  liability insurance policy with retroactive
coverage  which does not  create any lapse in  coverage;  or,  (iii)  purchasing
appropriate tail coverage to meet its obligation under this subparagraph.

            (f) WITHHOLDINGS.  The Company may withhold from any compensation or
other benefits payable under this Agreement,  or arrange for the payment of, any
federal,  state, city or other taxes as shall be required pursuant to any law or
governmental regulation or ruling.

            (g)  MOVING.  The  Company  shall  pay for all  costs  and  expenses
incurred  by  Physician  for the moving of  Physician's  office from its current
location to Company's office in Aventura, Florida.

           4.   EMPLOYMENT DUTIES.








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           (a) The Physician  agrees during his employment  under this Agreement
to: (i) provide  medical  services  on behalf of the Company as a duly  licensed
physician  under the laws of the State of  Florida;  and (ii)  perform any other
duties and assignments  relating to the business of the Company,  its affiliates
and subsidiaries, as the Company's Board of Directors or its delegatees directs,
provided further that those duties or assignments shall be reasonably related to
the Physician's  expertise and experience  ((i) and (ii) shall be  collectively,
the "Physician Duties").  During the Term and Renewal Term, the Physician shall,
except during vacation periods,  approved leaves and periods of illness,  devote
his entire  business  time and  attention to the  performance  of the  Physician
Duties, consistent with his current schedule, under this Agreement and shall use
his best efforts,  skills and abilities to perform his duties in accordance with
applicable laws which are brought to his attention by the Company and to promote
the Company's best interests.

           (b) CALL. The Physician agrees and acknowledges that his services may
be necessary on evenings and  weekends,  and shall be available  for weekday and
weekend call in  accordance  with the  Company's  reasonable  call  policies and
schedules.


           (c) ACCESS TO RECORDS.  Upon written request,  and in accordance with
Title 42 of the  United  States  Code,  Section  1395(x)(v)(1)(I),  as  amended,
Physician  agrees  to make  available  to the  Secretary  of the  United  States
Department of Health and Human Services or the Comptroller General of the United
States,  or any of their duly authorized  representatives,  this Agreement,  all
documents  and  records  necessary  to certify the nature and extent of services
provided by Physician under this Agreement.

           (d)  REIMBURSEMENT  OF  EXPENSES.  The  Company  agrees to pay for or
reimburse  Physician  for any  reasonable  business  expenses,  incurred  by the
Physician  and approved by the Company.  In addition,  the Company shall provide
Physician with a car allowance of Five Hundred Dollars ($500) per month, beeper,
cellular phone and pay for the following dues; AMA, FMA, DCMA.

           (e)  MISCELLANEOUS.

                      (i) The Physician  further agrees and acknowledges that he
shall  comply  with and  follow  all  written  policies,  standards,  rules  and
regulations  established by the Company in performing the Physician Duties under
this  Agreement,  and  agrees  to be bound by and  comply  with  the  terms  and
conditions  of other  agreements to which the Company is a party to, or to which
it may become a party to, with hospitals, ambulatory surgical centers, insurance
companies,  third  party  payors  and other  providers  of medical  services  in
connection with the provision of medical services.

  






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                      (ii) Without the Company's  prior written  consent  (which
consent shall not be unreasonably withheld), the Physician shall not, during his
employment under this Agreement,  render medical services,  or any other related
services,  for any other  person or entity as an  employee,  agent,  independent
contractor or otherwise.

                      (iii)  Except as  described  in  Schedule  4(e)(iii)  (the
'Outside  Services"),  without the Company's  prior written consent (which shall
not be  unreasonably  withheld),  the Physician shall not, during his employment
under this Agreement,  devote any time to consulting,  lecturing, or engaging in
any other self-employment or employment activities.  The Company consents to the
Physician's  participation  in the  Outside  Services,  provided  that:  (a) the
Outside  Services are not provided  during the time period when the  Physician's
services are required pursuant to this Agreement;  and, (b) the Outside Services
do not affect, in any manner  whatsoever,  the Employee's ability to perform the
services required pursuant to this Agreement.

                      (iv) The Physician shall immediately notify the Company of
any and all incidents,  unfavorable occurrences,  notices or claims made arising
out of his services as soon as he becomes  aware of this  information  and shall
cooperate in any investigation and in the defense of any incidents,  unfavorable
occurrences, notices and claims.


          5.    DUTY TO ACCOUNT.

            (a)  Physician  shall  assign,  account,  and pay to the Company all
accounts receivable, compensation and any other form of remuneration due from or
paid by any source other than the Company  attributable  to medical  services he
has rendered in his  professional  capacity on behalf of the Company  under this
Agreement or sums which come into his possession  which are  attributable to the
services  of  other  employees  of  the  Company,   (collectively  the  "Company
Receivables"),  except as Company  may  otherwise  agree in  writing.  Physician
appoints the Company as his attorney in fact to execute,  deliver and/or endorse
checks, applications for payments, insurance claim forms or other instruments or
documents,  convenient or required in the exclusive discretion of the Company to
fully  collect,  secure and  realize  all sums due to the  Company in respect to
services provided under this Agreement. The power of attorney is coupled with an
interest, is irrevocable and shall survive the expiration or termination of this
Agreement for a time period without  limitation.  Disability  insurance benefits
and medical expense reimbursements  received by Physician pursuant to any formal
plan of the Company shall not be considered a Company Receivable for purposes of
this Section.







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           (b)  All  Company  Receivables  shall  be the  sole  property  of the
Company.  In no event shall  Physician be entitled to any portion of the Company
Receivables,  or the proceeds  from Company  Receivables,  during the Term,  any
Renewal Terms or after the termination of this Agreement, whether or not Company
Receivables  may have been derived in any way from the  performance of Physician
pursuant to the terms of this Agreement.

         6.  REPRESENTATIONS  AND  WARRANTIES.  The  Physician   represents  and
warrants to the Company as follows:

           (a) Physician is a physician duly licensed to practice medicine under
the laws of the State of Florida;

           (b)  Physician  has  complied  with all laws,  rules and  regulations
relating to the  practice of medicine  and is able to enter into and perform all
duties under this Agreement;

           (c)  Physician  is not a party to or bound by any other  agreement or
commitment,  or subject to any  restriction  or  agreement  related to  previous
employment or consultation  containing  confidentiality or non-compete covenants
or other  relevant  restrictions  which may have a  possible  present  or future
adverse affect on the Company or the Physician in the  performance of his duties
under this Agreement; and,

           (d) to his knowledge, Physician is in good physical and mental health
for his age and does not suffer  from any  illness  or  disability  which  could
prevent him from fulfilling his responsibilities under this Agreement; and,

           (e) the Physician has never: (i) had his professional  license,  Drug
Enforcement  Agency number,  Medicare provider status or staff privileges at any
hospital or medical  facility  suspended,  relinquished,  terminated or revoked;
(ii) been  reprimanded,  sanctioned or disciplined by any licensing board or any
federal, state, or local society or agency,  governmental body, hospital,  third
party payor or specialty  board;  or, (iii) had a final  judgment or  settlement
without judgment entered against him in connection with a malpractice or similar
action for an amount in excess of Five Thousand Dollars ($5,000.00).

      The  Physician  agrees to  immediately  notify the  Company of any fact or
circumstance  which occurs or is  discovered  during the Term and Renewal  Term,
which in itself or with the  passage of time and/or the  combination  with other
reasonably  anticipated  factors  does  render  or  will  render  any  of  these
representations and warranties to be untrue.

         7.   CONFIDENTIALITY.

           (a) CONFIDENTIAL  INFORMATION.  The Physician  acknowledges that as a
result of the  Physician's  employment  with the Company,  the Physician has and
will  necessarily  become informed of, and have access to, certain  valuable and







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confidential information of the Company,  including,  without limitation,  trade
secrets,  technical  information,  plans, lists of patients,  data, records, fee
schedules,  computer programs, manuals,  processes,  methods, intangible rights,
contracts,  agreements,  licenses,  personnel  information  and the  identity of
health care providers (collectively,  the "Confidential Information"),  and that
the Confidential  Information,  even though it may be contributed,  developed or
acquired  in  whole  or in part by the  Physician,  is the  Company's  exclusive
property  to be held by the  Physician  in trust and  solely  for the  Company's
benefit. Accordingly, except as required by law, the Physician shall not, at any
time,  either  during or  subsequent  to the Term and any  Renewal  Terms,  use,
reveal, report, publish, copy, transcribe, transfer or otherwise disclose to any
person, corporation or other entity, any of the Confidential Information without
the prior  written  consent of the Company,  except to officers and employees of
the Company and except for  information  which  legally and  legitimately  is or
becomes of general  public  knowledge  from  authorized  sources  other than the
Physician.

           (b) RETURN OF CONFIDENTIAL INFORMATION.  Upon the termination of this
Agreement,  the  Physician  shall  promptly  deliver to the  Company all Company
property and  possessions  including  all  drawings,  manuals,  letters,  notes,
notebooks,  reports, copies,  deliverable Confidential Information and all other
materials  relating  to the  Company's  business  which  are in the  Physician's
possession or control.

          8. NON-COMPETITION. Without the Company's prior written consent, which
may be withheld in its absolute sole  discretion,  Physician agrees that he will
not during the Term and the Renewal Term of his employment  under this Agreement
and at any time  within a  one-year  period  from  the  date of  termination  of
employment  pursuant to Section 10 of this  Agreement  anywhere  within five (5)
miles from any  location  where the  Physician  provided  the  Physician  either
directly  or  indirectly,  on  his  own  behalf  or  as  a  principal,  partner,
stockholder,   officer,  employee,  agent,  consultant  independent  contractor,
director or trustee of any person, partnership, entity, firm or corporation:

            (a) own, manage, operate, control or otherwise engage in a Competing
Business (as defined  below),  or receive any  compensation in any capacity from
any Competing Business;

            (b) other than as a patient himself or as the Company directs,  have
any business relationship, in any capacity whatsoever, with any IPA, PHO, or any
other form of an  integrated  delivery  system,  competing  medical  practice or
medical  services  delivery  system  which is operated in or  affiliated  in any
manner with medical practices in the Restricted Area;

            (c)  attempt  to  solicit  or solicit  the  patients  or  facilities
serviced by the Company to  terminate,  curtail or restrict  their  relationship
with the Company or attempt to provide or provide  those  patients or facilities







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with  medical  services  previously  furnished  to them by the  Physician  while
employed by the Company during the Term and any Renewal Terms;

            (d)  otherwise  divert or attempt  to divert  from the  Company  any
business or business opportunity whatsoever; or,

            (e) attempt to solicit or solicit any person  employed or contracted
by the Company,  or any of their  affiliates,  to leave their  employment or not
fulfill  their  contractual  responsibility,  whether or not the  employment  or
contracting is full-time or temporary,  pursuant to a written or oral agreement,
or for a determined period or at will.

         The  term  "Competing  Business"  shall  mean  any  business  which  is
competitive with the Company,  which is specifically agreed to by the parties to
be the management,  provision and operation of medical  services,  including the
operation and management of a management services organization ("MSO") available
for  contract  to  physicians,   hospitals,  healthcare  facilities,  integrated
delivery systems,  PHOS, IPAs and physician  networks;  and, the acquisition and
operation of primary care and specialty physician offices.

         In the event that the  Company  commits a breach of a material  term of
this  Agreement,  the Stock  Purchase  Agreement  or the  Promissory  Note dated
February 12, 1997  between the parties  (after the Company has received at least
thirty  (30) days  written  notice of that  material  breach and the Company has
failed to remedy that breach within the thirty day period) then  Sections  8(a),
(b), (c) and (d) shall not apply.

          9. REMEDIES.  The Physician and the Company each acknowledge that: (i)
the services  Physician  will render under this Agreement are special and unique
and  cannot  be  replaced  by the  Company;  (ii) the  event of a breach  by the
Physician of the  provisions  of Sections  4(c), 5, 7, 8 or 11(a) will cause the
Company  irreparable harm; and, (iii) monetary damages in an action at law would
not  provide  an  adequate  remedy in the event of a  breach.  Accordingly,  the
Physician  agrees that, in addition to any other remedies  (legal,  equitable or
otherwise)  available to the Company, the Company may seek and obtain injunctive
relief  against the breach or  threatened  breach of the  provisions of Sections
4(c), 5, 7, 8 or 11(a) as well as all other rights and remedies available at law
and  equity  including,  without  limitation,  the  right to be  indemnified  by
Physician for all claims,  damages,  actions,  suits  whatsoever for a breach of
Sections  4(c),  5, 7, 8 or 11(a)  and if the  Company  prevails  in  litigation
against the  Physician,  its  reasonable  attorneys'  fees,  expenses  and costs
incurred in enforcing any provisions of Sections 4(c), 5, 7, 8 or 11(a), whether
or not litigation is  instituted,  and if  instituted,  at pre-trial,  trial and
appellate  levels.  Nothing  contained  in this  Section 9 shall be construed as
prohibiting  the Company and all other  injured  parties from pursuing all other
remedies  available to them for a breach or threatened  breach of the provisions
of Sections 4(c), 5, 7, 8 or 11(a),  including the recovery of compensatory  and







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punitive damages from Physician.  Physician further acknowledges and agrees that
the covenants contained in Sections 4(c), 5, 7, 8 or 11(a) are necessary for the
protection of the Company's legitimate business and professional duties, ethical
obligations and interests, and are reasonable in scope and content.

          10.  TERMINATION.  This  Agreement  may  be  terminated prior  to  the
expiration of the Term described in Section 2, upon the occurrence of any of the
following events:

            (a) DEATH.  This  Agreement  will  automatically  terminate upon the
death of the Physician.  The Company shall have no further obligation under this
Agreement to make any  payments  to, or bestow any benefits on, the  Physician's
beneficiary or beneficiaries  from and after the date of the Physician's  death,
other than as provided in Section 10(e).

            (b)  DISABILITY.  This  Agreement may be terminated at the Company's
option,  exercisable  in its absolute sole  discretion,  if the Physician  shall
suffer a permanent  disability.  For the  purposes of this  Agreement,  the term
"permanent  disability"  means the  Physician's  inability to perform his duties
under  this  Agreement  for a period of any six (6)  consecutive  months  due to
illness, accident or any other physical or mental Incapacity.  The Company shall
have no further  obligation  under this  Agreement  to make any  payments to, or
bestow any benefits  on, the  Physician  from and after the date of  termination
under this provision, other than as provided in Section 10(e).

            (c)  CAUSE.  This  Agreement  may be  terminated  for  cause  at the
Company's option, at any time. Cause shall mean, for purposes of this Agreement,
the Physicians:  (i) material  breach of any provision of this  Agreement;  (ii)
willful refusal to perform any duty directed by the Company's Board of Directors
or a  supervising  officer,  an  executive  of the  Company  or  any  authorized
delegates, which is reasonably within the scope of the Physician's duties; (iii)
misappropriation of assets or business opportunities of the Company for personal
or  non-Company  use;  (iv)  conviction  of any  criminal act except for a minor
traffic  offense;  (v)  commission  of fraud,  embezzlement,  or breach of trust
relating  to  or  arising  out  of  his  relationship  with  the  Company,   its
subsidiaries  and  affiliates;  (vi)  revocation or  suspension  of  Physician's
license to practice medicine under the laws of the State of Florida after appeal
rights have been exhausted  (provided that a good faith and probable  appeal has
been made); (vii) inability to obtain adequate  professional  liability coverage
in accordance with Section 3(e) of this Agreement due to the Physician's  claims
history or fault;  (viii)  failure or inability to  competently  and  adequately
perform his historic  duties under this Agreement as determined by the Company's
Board  of  Directors,   exercisable  in  its  reasonable  discretion;  or,  (ix)
Physician's  breach  of his  obligations  contained  in  Section  11(a)  of this
Agreement.  Prior to the Company's termination of this Agreement for cause under
Section  10(c),  the Company shall first have provided  Physician  with at least
thirty (30) days prior written notice and Physician  shall have not, within that







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thirty (30) days remedied, to the Company's reasonable  satisfaction,  the basis
of that  termination.  The Company shall have no further  obligation  under this
Agreement to make any payments to, or bestow any benefits on, the Physician from
and after the date of the Physician's  termination  under this provision,  other
than as provided in Section 10(e).

      This Agreement may be terminated for cause at the Physician's  option, for
the Company's  failure to materially  perform its  obligations  to the Physician
under this  Agreement  after the Company has  received at least thirty (30) days
prior written notice of that material  failure and the Company has failed within
that  thirty  (30)  day  period  to  remedy  that  substantial  failure  to  the
Physician's reasonable satisfaction.

            (d) VOLUNTARY.  This Agreement may be terminated by the Physician by
sending  writeen  notice to the Company that  Physician doen not elect to extend
the Term. The Company shall have no further  obligation  under this Agreement to
make any payments to, or bestow any  benefits on, the  Physician  from and after
the date of termination of this Agreement  under this  provision,  other than as
provided in Section 10(e).

            (e) OBLIGATIONS. In the event of a termination under Sections 10(a),
(b),  (c) or (d),  the  Company  shall  have no  further  obligation  under this
Agreement to make any payments to, or bestow any benefits on, the Physician from
and after the date of termination,  other than payments or benefits  accrued and
due and payable to  Physician  prior to the date of the  termination.  Physician
shall, upon Company's request and immediately upon notice,  vacate all premises,
including all facilities serviced by the Company.  Physician shall return all of
the  property of the Company and its  affiliates  that is in his  possession  or
control.


          11.   MISCELLANEOUS.

            (a)  SUBSTANCE  ABUSE  POLICY.  It  is  the  Company's  policy  (the
"Policy")  that  none  of its  employees  shall  use  or  abuse  any  controlled
substances at any time (other than those  medications  lawfully  prescribed by a
medical  doctor in a reasonable  diagnosis and which do not  interfere  with the
Employee's  capacity to perform his or her obligations  under this Agreement) or
be under the  influence  of alcohol or be affected by the use of alcohol  during
the time  period  required to perform  their  duties and  obligations  under any
employment agreements. Company and Physician both acknowledge and agree that the
purpose of this Policy is for the benefit of the Company,  the Physician and the
individuals whom they serve.

                        In compliance with this Policy,  during the Term and any
Renewal Terms Physician agrees to submit to random drug testing immediately upon
the  Company's  request.  Testing may include,  but shall not be limited to, the
taking of blood and urine samples and utilization of gas chromatography.  In the






                                       11

<PAGE>




event that a positive  test  result is reached  indicating  a  violation  of the
Company's  Policy,  the  Physician  may,  at his own  expense and subject to the
supervision  and  approval of the  Company of the manner and testing  facilities
utilized,  elect to have a second  drug test  performed,  at a time  which is no
longer than two days after the initial  positive  results  were  received by the
Company and the Employee.  The Company may, in its sole and absolute discretion,
terminate the Physician for cause pursuant to Section 10(c) of this Agreement in
the event  either:  (i) a positive  test result is received in the initial  drug
test and the  Physician  fails to  exercise  his option for a second test in the
manner provided for in this Section; or, (ii) positive test results are received
from both  tests.  In the event that the second  test  result is  negative,  the
Company  may, at any time,  retest the  Physician  pursuant to the terms of this
Section.

            (b)  SURVIVAL.  The  provisions of Sections 6, 7, 8, 9, 10(d) and 11
shall  survive the  termination  of this  Agreement  for a time  period  without
limitation.

            (c) ENTIRE  AGREEMENT;  WAIVER.  This Agreement  contains the entire
understanding   of  the  parties  and  merges  and   supersedes   any  prior  or
contemporaneous  agreements  between  the parties  relating to this  Agreement's
subject matter.  This Agreement may not be modified or terminated orally, and no
modification,  termination or attempted waiver of any of the provisions shall be
binding  unless in writing and signed by the party  against whom it is sought to
be enforced; provided however, that Physician's compensation may be increased at
any time by the Company  without in any way affecting any of the other terms and
conditions of this  Agreement,  which in all other respects shall remain in full
force and effect. Failure of a party to enforce one or more of the provisions of
this Agreement or to require at any time  performance of any of the  obligations
under this Agreement  shall not be construed to be a waiver of any provisions by
a party nor to in any way affect the  validity  of this  Agreement  or a party's
right to enforce any provision of this  Agreement,  nor to preclude a party from
taking any other action at any time which it would legally be entitled to take.

            (d) MERGERS AND  CONSOLIDATION;  SUCCESSORS  AND ASSIGNS.  Physician
shall not have the right to assign or delegate this personal service  Agreement,
or any of his rights or obligations under this Agreement,  without the Company's
consent.  The preceding  sentence shall not hinder the  Physician's  estate from
being entitled to receive all accrued and unpaid  compensation  and benefits due
to  Physician  at the time of his  death.  The  Company  may  freely  assign and
delegate all of its rights and duties under this  Agreement.  Additionally,  the
parties each agree that upon the sale of all or substantially all of the assets,
business and goodwill of the Company to another company or any other entity,  or
upon the merger or  consolidation  of the Company  with  another  company or any
other entity, this Agreement shall inure to the benefit of, and be binding upon,
both Physician and the Company and any entity  purchasing  the assets,  business
and goodwill, or surviving merger or consolidation.



                                      12


<PAGE>





            (e)  ADDITIONAL  ACTS.  The Physician and the Company each agrees to
execute,  acknowledge  and  deliver  all  further  instruments,   agreements  or
documents  and do all further acts that are  necessary or expedient to carry out
this Agreement's  intended  purposes.  Each party recognizes that time is of the
essence with respect to each of their obligations in this Agreement.  Each party
agrees to act as soon as practicable  in light of the  particular  circumstances
and use their best  efforts in as timely a fashion as possible  to maximize  the
intended benefits of this Agreement.

            (f) NOTICES.  Whenever any notice,  demand or request is required or
permitted under this Agreement,  that notice,  demand or request shall be either
hand-delivered in person or sent by United States Mail, registered or certified,
postage prepaid, or delivered via overnight courier to the addresses below or to
any other  address  that either  party may specify by notice to the other party.
Neither party shall be obligated to send more than one notice to the other party
and no notice of a change of address  shall be effective  until  received by the
other party. A notice shall be deemed received upon hand delivery,  two business
days after posting in United  States Mail or one business day after  dispatch by
overnight courier.

          To the Company:                 QPQ CORPORATION
                                          1000 Lincoln Road, Suite 204
                                          Miami Beach, FL
                                          Mitchell Rubinson, C.E.O.


          To the Physician:              JACK B. DRIMMER, M.D.
                                         3600 Mystic Point Drive
                                         Apt. 1618
                                         Aventura, FL. 33180

            (g) HEADINGS.  The headings of the paragraphs of this Agreement have
been inserted for  convenience of reference only and shall in no way restrict or
otherwise  affect the construction of the terms or provisions of this Agreement.
References in this Agreement to Sections are to the sections of this Agreement.

            (h)  CONSTRUCTION.  This Agreement shall be construed without regard
to any  presumption  or other  rule  requiring  construction  against  the party
causing this  Agreement to be drafted,  including  any  presumption  of superior
knowledge or  responsibility  based upon a party's business or profession or any
professional  training,  experience,  education or degrees of any member, agent,
officer or  employee  of any  party.  If any words in this  Agreement  have been
stricken out or otherwise  eliminated (whether or not any other words or phrases
have been added) and the stricken words  initialed by the party against whom the
words  are  construed,  this  Agreement  shall be  construed  as if the words so



                                      13


<PAGE>


stricken out or otherwise  eliminated  were never included in this Agreement and
no implication  or inference  shall be drawn from the fact that those words were
stricken out or otherwise eliminated.

            (i)  COUNTERPARTS.  This  Agreement  may  be  executed  in  multiple
counterparts,  each of which shall be deemed to be an original  and all of which
together shall be deemed to be one and the same instrument.

            (j) SEVERABILITY.  The invalidity or  unenforceability of any one or
more of the words,  phrases,  sentences,  clauses, or sections contained in this
Agreement  shall not affect the  validity  or  enforceability  of the  remaining
provisions  of this  Agreement  or any part of any  provision,  all of which are
inserted  conditionally  on their being valid in law,  and in the event that any
one or more of the words, phrases,  sentences,  clauses or sections contained in
this Agreement shall be declared invalid or unenforceable,  this Agreement shall
be  construed  as if such  invalid  or  unenforceable  word or words,  phrase or
phrases,  sentence or sentences,  clause or clauses,  or section or sections had
not been inserted or shall be enforced as nearly as possible  according to their
original  terms and intent to eliminate any invalidity or  unenforceability.  If
any invalidity or unenforceability is caused by the length of any period of time
or the size of any area set forth in any part of this  Agreement,  the period of
time or area,  or both,  shall be  considered  to be reduced to a period or area
which would cure the invalidity or unenforceability.

            (k) GOVERNING  LAW. This Agreement is made and executed and shall be
governed by the laws of the State of Florida, without regard to its conflicts of
laws principles.

            (1) NO THIRD PARTY  BENEFICIARIES.  All  obligations  of the Company
under this  Agreement  are  imposed  solely and  exclusively  for the benefit of
Physician,  and no other person will have standing to enforce, be entitled to or
be deemed to be the beneficiary of any of these obligations.

            (m) LITIGATION; PREVAILING PARTY. In the event of any arbitration or
litigation,  including  appeals,  with regard to this Agreement,  the prevailing
party shall be entitled to recover from the non-prevailing  party all reasonable
fees, costs, and expenses of counsel (at pre-trial, trial and appellate levels).

            (n) JURISDICTION;  VENUE;  INCONVENIENT FORUM; JURY TRIAL. ANY SUIT,
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT,  OR ANY JUDGMENT ENTERED BY
ANY COURT IN  RESPECT  TO THIS  AGREEMENT  SHALL BE BROUGHT IN THE COURTS OF THE
STATE OF FLORIDA OR IN THE U.S.  DISTRICT  COURT FOR THE  SOUTHERN  DISTRICT  OF
FLORIDA  IN  DADE  COUNTY,   AND  THE  PARTIES  ACCEPT  THE  EXCLUSIVE  PERSONAL






                                       14


<PAGE>




JURISDICTION OF THOSE COURTS FOR THE PURPOSE OF ANY SUIT,  ACTION OR PROCEEDING.
IN ADDITION, THE PARTIES KNOWINGLY,  INTENTIONALLY AND IRREVOCABLY WAIVE, TO THE
FULLEST EXTENT  PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR LATER HAVE
TO THE  LAYING OF VENUE OF ANY  SUIT,  ACTION OR  PROCEEDING  ARISING  OUT OF OR
RELATING TO THIS AGREEMENT,  OR ANY JUDGMENT ENTERED BY ANY COURT BROUGHT IN THE
STATE OF FLORIDA,  AND FURTHER,  KNOWINGLY,  INTENTIONALLY AND IRREVOCABLY WAIVE
ANY CLAIM THAT ANY SUIT,  ACTION OR  PROCEEDING  BROUGHT IN THE STATE OF FLORIDA
HAS BEEN BROUGHT IN AN INCONVENIENT  FORUM.  EACH PARTY WAIVES ALL RIGHTS TO ANY
TRIAL BY JURY IN ALL LITIGATION RELATING TO OR ARISING OUT OF THIS AGREEMENT.











































                                       15
<PAGE>







          Each of the  parties  have  duly  executed  this  Agreement  as of the
Execution Date.

                                          COMPANY:
      
                                          QPQ CORPORATION, a Florida
                                          Corporation


Date: February 21, 1997                   By:   /s/ Mitchell Rubinson
      -----------------                       ----------------------------------
                                              Mitchell Rubinson, Chairman & CEO

                                          PHYSICIAN:



Date: February 21, 1997                         /s/ Jack B. Drimmer
      -----------------                       ----------------------------------
                                               Jack B. Drimmer, M.D.






























                                       16


<PAGE>




                                SCHEDULE 3(A)(I)
                                ----------------

                         ADJUSTMENT TO BASE COMPENSATION

                              JACK B. DRIMMER, M.D.

1.    If Physician  shall attain the one hundred  percent  (100%) of Physician's
      Collections  Productivity Target of $260,000, there shall be no adjustment
      to Physician's Base Compensation.

2.    This  calculation and reduction,  if any, shall be made on a noncumulative
      basis and the Adjusted  Compensation for purposes of this Section shall be
      the Adjusted  Compensation for that year without  application of any prior
      year  Compensation  Reduction.   The  application  of  this  paragraph  is
      illustrated by the following example:

      e.g.  First Year Base Compensation  =      $100,000.00
            ----------------------------

            Second Year                   =      $234,000.00
            -----------
            (attain 90% of Collection Target
            $260,000 x 90%)

            Base Compensation:                   $100,000.00

            Less: Compensation Reduction
            ($260,000 - 234,000 = $26,000
             $26,000 x 40%)                      $(10,400.00)
                                                 ------------

            Base Compensation - Year 2           $ 89,600.00
                                                 ===========












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