EMPLOYMENT AGREEMENT


         THIS  EMPLOYMENT  AGREEMENT  (the  "Agreement")  is  entered  into  and
effective this 1st day of January, 2004, by and between First Deltavision, Inc.,
a Nevada corporation (the "Company") and Bruce Mogel ("Employee").

                                 R E C I T A L S

         A.  The  Company  is  engaged  in the  business  of  providing  various
healthcare  services to its client base,  including through the direct ownership
and operation of Hospitals as well as through  wholly owned  subsidiaries  which
provide various types of healthcare related services (the "Business").

         B. The Company wishes to employ Employee, and Employee agrees to serve,
as Chief  Executive  Officer of the Company  subject to the terms and conditions
set forth below.

                                A G R E E M E N T

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below, and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

1. Recitals.  The recitals set forth above shall  constitute and shall be deemed
to be an integral part of this Agreement.

2. Duties.  Employee shall serve as the Chief Executive  Officer of the Company.
Employee's  principal  duties and  responsibilities  shall be to timely make the
critical  decisions  necessary  to  run  the  activities  of  the  Company  on a
day-to-day  basis and to, along with the President and Chief Financial  Officer,
set objectives  and  strategies and execute on those  strategies and to take all
actions necessary to protect and grow the Company's assets and to take direction
regarding  these  matters as may from time to time be provided by the  Company's
Board of Directors.  Except during  vacation  periods or in accordance  with the
Company's personnel policies covering executive leaves and reasonable periods of
illness or other  incapacitation,  Employee  shall  devote his  services  to the
Company's  Business and interests in a manner  consistent with Employee's  title
and office and the Company's needs for his services.  Employee agrees to perform
his duties  pursuant to this  Agreement  in good faith and in a manner  which he
honestly  believes to be in the best  interests  of the  Company,  and with such
care,  including  reasonable  inquiry,  as an ordinary  prudent person in a like
position would use under similar  circumstances.  Employee shall at all times be
subject to and shall observe and carry out such reasonable  rules,  regulations,
policies, directions and restrictions as may be established from time to time by
the Company.

3.  Limitations on Other  Employment.  Throughout the Term (as defined below) of
Employee's  employment  under this Agreement,  Employee shall not enter into the
services  of or be  employed in any  capacity  or for any  purposes  whatsoever,
whether directly or indirectly, by any person, firm, corporation or entity other
than the Company,  and will not,  during said period of time,  be engaged in any
business,  enterprise or undertaking other than employment by the Company except
for such  other  activities  that do not  detract  from the  full  discharge  of
Employee's duties hereunder.


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4. Compensation and Benefits.

         4.10 Base Salary. In consideration of Employee's  performance of all of
his duties  and  responsibilities  hereunder  and his  observance  of all of the
covenants,  conditions  and  restrictions  contained  herein,  Employee shall be
entitled  to  receive  from  the  date  of  this  Agreement  through  the  fifth
anniversary  hereof,  a base salary of Two Hundred  and Fifty  Thousand  Dollars
($250,000)  per annum.  The base salary  shall be payable in  bi-weekly or other
periodic  installments  in accordance with the Company's  payroll  procedures in
effect from time to time. The base salary has been expressed in terms of a gross
amount, and the Company is or may be required to withhold from such gross amount
deductions  in respect of federal,  state or local  income  taxes,  FICA and the
like.  Employee's base salary for any renewal term hereof shall be determined by
the Compensation Committee of the Company's Board of Directors.

         4.11 Bonus. Employee shall also be entitled to receive from the date of
this Agreement through the fifth anniversary  hereof, a guaranteed minimum bonus
of Fifty Thousand  Dollars  ($50,000) per annum.  Such bonus shall be payable in
four (4) equal payments of Twelve Thousand Five Hundred  Dollars  ($12,500) each
on the first day of the month  following the end of each calendar  quarter.  The
guaranteed  minimum bonus has been expressed in terms of a gross amount, and the
Company is or may be required to withhold  from such gross amount  deductions in
respect of federal, state or local income taxes, FICA and the like. Employee may
be  eligible  for  additional  discretionary  bonuses  during  the tenure of his
employment  with the  Company,  which shall be  determined  by the  Compensation
Committee of the Company's Board of Directors.

         4.12  Compensation  Deferral.  Fifty  percent (50%) of the "Salary" and
"Bonus"  referred to above will be deferred until the Company  receives at least
$5 million in "Gross Revenue" from all sources.

         4.13 Medical and Dental  Insurance,  Vacation.  Throughout  the term of
Employee's  employment  under this Agreement,  Employee,  Employee's  spouse and
Employee's  children shall be entitled to receive Company paid medical insurance
and dental insurance.  Employee shall be entitled to four weeks of paid vacation
(to be taken at such time or times as is reasonably convenient to the Company).

         4.14 Expenses. Employee may incur reasonable expenses in performing his
services hereunder which shall be reimbursed by the Company,  in accordance with
the Company's  standard expense  reimbursement  policies for approved  expenses,
upon presentation by Employee of supporting  documentation  (e.g.,  receipts and
vouchers) for such expenditures which meet IRS guidelines.

         4.15 Life and Disability Insurance and 401(k) Plan. Employee shall also
be entitled to Short Term  Disability,  Long Term  Disability and Life Insurance
and participation in the 401(k) plan maintained by the Company.


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<PAGE>


         4.16  Automobile  Allowance.  Employee  shall also be  entitled  to One
Thousand Dollars ($1,000) per month as an automobile allowance.

         4.17 Cellular Telephone.  Employee shall also be entitled to reasonable
expenses  associated  with  Employee's  use of one  (1)  cellular  telephone  in
performing his services hereunder which shall be reimbursed by the Company.

         4.18 Office.  Employee shall also be entitled to an office in the State
of  Arizona,  not to exceed the cost of $500.00  per month,  which cost shall be
reimbursed  by the Company.  Employee will provide an invoice on a monthly basis
to obtain such reimbursement.

         4.19 Other  Fringe  Benefits.  Employee  shall also be  entitled to all
other employee benefits generally provided by the Company.

5. Term of Employment.  The Company hereby employs Employee, and Employee hereby
accepts employment with the Company,  for a period of five (5) years terminating
on December 31, 2008 ("Term"). Notwithstanding anything in this Section 5 to the
contrary,  this  Agreement  may be  terminated  at any time in  accordance  with
Section 6.

6. Termination.

         6.1  By  the  Company  for  Cause.  Employee's  employment  under  this
Agreement may be terminated  immediately  by the Company upon the  occurrence of
one or more of the following causes:

                  A. Employee's  conviction of a felony or other crime involving
moral turpitude;

                  B. The  commission  by Employee of any act of fraud or willful
or reckless  dishonesty in connection  with the performance of any of Employee's
duties  hereunder  (including,  but not  limited  to  falsification  of  Company
records,  making false  statements of material facts to third parties  regarding
the Company's Business,  fraud, and misappropriation or embezzlement against the
Company or any of its customers or suppliers);

                  C. Any  willful  material  breach  by  Employee  of any of the
covenants,  conditions or restrictions  set forth in this Agreement,  other than
the  restrictions  set forth in  Sections  7, 8 or 9 of this  Agreement,  or the
willful material  failure to perform  Employee's  duties,  and/or to observe the
written rules, regulations,  policies, directions or restrictions adopted by the
Company  from time to time to the  extent  such  rules,  regulations,  policies,
directions  or  restrictions  are  not  inconsistent  with  the  terms  of  this
Agreement,  provided  however,  that such  failure or breach shall not have been
cured  within  ten (10) days  after  Employee  is given  specific  notice and an
opportunity to cure such failure or breach;

                  D. Any material breach by Employee of any of the  restrictions
set forth in Sections 7, 8 or 9 of this Agreement; and

                  E. If Employee  dies or becomes  disabled  (Employee  shall be
deemed  "disabled" for purposes of this Agreement if he is unable,  by reason of
illness,   accident,  or  other  physical  or  mental  incapacity,   to  perform
substantially  all of his regular duties for a continuous  period of one hundred
eighty (180) days).


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Reasons  6.1(A)   through   6.1(D)  are  for  "Cause."   Reason  6.1(E)  is  for
"Disability."

         6.2 By  Employee  Upon  Breach  by the  Company.  Upon a breach  by the
Company  of the  terms of this  Agreement,  Employee  shall  have  the  right to
terminate  his  employment  hereunder,  provided that the Company has first been
afforded thirty (30) days written notice and an opportunity to cure such breach.

         6.3 By Employee Without Cause.  Employee may voluntarily  terminate his
employment hereunder on sixty (60) days written notice to the Company.

         6.4 Effect of Termination. Upon termination of Employee's employment by
the Company  under  Section 6.1,  except for a  termination  resulting  from the
disability of Employee,  Employee shall be entitled to all compensation  accrued
but unpaid to the date of termination, but Employee shall have no further rights
to any base salary, benefits or other compensation of any kind or nature.

                  Upon termination of Employee's employment by the Company under
Section 6.1 as a result of the  disability  of  Employee  or by  Employee  under
Section  6.2,  Employee  shall be entitled  to (i)  continue to receive all base
salary for a period of six (6) months following termination, less any sums which
Employee receives from disability insurance maintained by the Company.

                  Upon any  termination  of  Employee's  employment  pursuant to
Section 6.1, 6.2, or 6.3,  Employee  shall be entitled to  compensation  for any
accrued  and unused  vacation  hours as provided  by  applicable  law and to any
rights under COBRA or other comparable rights as provided by law.

7. Disclosure or Use of Confidential Information; Non-Competition.

         7.1  Confidentiality  and  Appropriation  of Confidential  Information.
During the term of Employee's  employment  under this Agreement and  thereafter,
Employee  will keep  confidential  and will not directly or  indirectly  reveal,
divulge or make known in any manner to any person or entity  (except as required
by  applicable  law or in  connection  with the  performance  of his  duties and
responsibilities as an employee hereunder) nor use or otherwise  appropriate for
Employee's  own  benefit,  or on behalf  of any  other  person or entity by whom
Employee might  subsequently  be employed or otherwise  associated or affiliated
with,  any  Confidential  Information  (as  hereinafter  defined).  Confidential
Information  shall  include  information  (not readily  compiled  from  publicly
available  sources)  which is made available to Employee or obtained by Employee
during the course of his  employment  relating or  pertaining  to the  Company's
business  and  franchise  operations,  including  trade  secrets,  business  and
financial information,  operations information,  projects, products,  customers,
supplier  names,  addresses  and pricing  policies,  company  pricing  policies,
computer  programs and software or  unpublished  know-how,  whether  patented or
unpatented.  Employee  agrees to  cooperate  with the  Company to  maintain  the
secrecy of and limit the use of such Confidential Information.  Employee further
agrees that he is under no obligation to any former employer which is in any way
inconsistent  with  this  Agreement  or which  imposes  any  restriction  on the
Company.


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<PAGE>


         7.2 Prevention of Unauthorized Release of Company Information. Employee
agrees to promptly  advise the Company of any knowledge which he may have of any
unauthorized  release  or use of any  Confidential  Information,  and shall take
reasonable  measures to prevent  unauthorized  persons or  entities  from having
access to, obtaining or being furnished with any Confidential Information.

8.  Proprietary  Rights  and  Materials.  All  documents,   memoranda,  reports,
notebooks,  correspondence,  files,  lists  and  other  records,  and the  like,
designs,  drawings,  specifications,  computer software and computer  equipment,
computer  printouts,  computer disks, and all photocopies or other reproductions
thereof,  affecting or relating to the business of the Company,  which  Employee
shall  prepare,   use,   construct,   observe,   possess  or  control  ("Company
Materials"),  shall  be and  remain  the  sole  property  of the  Company.  Upon
termination of this  Agreement,  Employee shall deliver  promptly to the Company
all such Company Materials.

9.  Inventions and  Discoveries.  Employee  hereby assigns to the Company all of
Employee's  rights,  title and interest in and to all  inventions,  discoveries,
processes,  standards,  procedures,  designs  and  other  intellectual  property
(hereinafter collectively referred to as the "Inventions"), and all improvements
on  existing  Inventions  made or  discovered  by  Employee  during  the Term of
Employee's employment hereunder.  Promptly upon the making of any such Invention
or  improvement  thereon,  Employee shall disclose the same to Company and shall
execute and deliver to Company such reasonable  documents as Company may request
to confirm the  assignment  of  Employee's  rights  therein and, if requested by
Company,  shall assist Company in applying for and prosecuting any patents which
may be available in respect thereof.  Inventions originated by Employee shall be
considered  by the Board of  Director's  Compensation  Committee in  determining
salary and incentive compensation.

10. Remedies.

         10.1  Injunctive   Relief.  The  Company  and  Employee  recognize  and
acknowledge  that Employee is employed  under this Agreement as an employee in a
position  where  Employee  will be  rendering  personal  services  of a special,
unique, unusual and extraordinary  character requiring  extraordinary  ingenuity
and effort by Employee.  Employee hereby  acknowledges  that compliance with the
provisions  of Sections 7, 8 and 9 of this  Agreement  (which shall  survive the
termination  of this  Agreement  in all  respects)  is  necessary to protect the
goodwill  and other  proprietary  interests  of the Company and that the Company
would suffer  continuing and  irreparable  injury which injury is not adequately
compensable in monetary damages or at law.  Accordingly Employee agrees that the
Company,  its  successors and assigns may obtain  injunctive  relief against the
breach or  threatened  breach of the  foregoing  provisions,  in addition to any
other  legal  remedies  which  may  be  available  to it  under  this  Agreement
(including money damages),  and that any such breach or threatened breach may be
preliminarily enjoined by the Company without bond.

         10.2  Other  Remedies.  However,  no  remedy  conferred  by  any of the
specific  provisions of this  Agreement is intended to be exclusive of any other
remedy,  and each and every remedy shall be cumulative  and shall be in addition
to every other remedy given hereunder or now or hereafter  existing at law or in
equity or by statute or  otherwise.  The election of any one or more remedies by
the Company shall not constitute a waiver of the right to pursue other available
remedies.


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<PAGE>


         10.3 Accounting for Profits.  Employee  covenants and agrees that if he
violates the  provisions of Sections 7, 8 or 9, the Company shall be entitled to
an  accounting  and  repayment  of  all  profits,   compensation,   commissions,
remuneration  or other  benefits that Employee has realized and may realize as a
result of or in connection with any such  violation.  These remedies shall be in
addition  and not in  limitation  of any  injunctive  relief or other  rights or
remedies  to which the  Company is or may be entitled at law, in equity or under
this Agreement.

         10.4 Attorneys' Fees. If litigation arises under this Agreement between
Company and Employee,  the prevailing party in such litigation shall be entitled
to recover its  reasonable  attorneys'  and  paralegal's  fees,  court costs and
out-of-pocket litigation expenses from the non-prevailing party.

         10.5  Arbitration.  Any controversy or claim arising out of or relating
to this Agreement,  except Sections 7, 8 and 9, shall be resolved by arbitration
in accordance with the Commercial Rules of the American Arbitration  Association
then in effect.  The decision of the arbitrator  shall be final and binding upon
the parties  hereto,  and judgment upon the award rendered by the arbitrator may
be  entered  in any court of  competent  jurisdiction.  There  shall be a single
arbitrator, the situs of the arbitration shall be in the County of Orange, State
of California, and the prevailing party (or parties) shall also recover from the
losing  party  (or  parties)  reasonable   attorneys'  fees  and  the  costs  of
arbitration as part of the judgment rendered.

         10.6 Cumulative Remedies. The remedies described in this Section 10 are
in addition to and not in  substitution  for any other remedies  available under
the law.

11.  Severability.  It is the  desire of the  parties  that the  provisions  and
restrictions  of this  Agreement be enforced to the fullest  extent  permissible
under the laws and public  policies in each  jurisdiction  in which  enforcement
might be sought. Thus, whenever possible,  each provision or restriction of this
Agreement  shall  be  interpreted  in  such  manner  as  to be  effective  under
applicable  law. If any section or portion of this Agreement or the  application
thereof to any party or  circumstance  shall be  prohibited  by or invalid under
applicable law, the invalidity or unenforceability of that section or portion of
this Agreement  shall not invalidate any other section or portion,  nor shall it
affect the  application  of such  section  or portion to other  parties or other
circumstances.  If in any judicial  proceeding,  a court shall refuse to enforce
this  Agreement,  whether  because  the time  limit is too long or  because  the
restrictions contained herein are more extensive (whether as to geographic area,
scope of business or  otherwise)  than is  necessary to protect the business and
goodwill of the  Company,  it is  expressly  understood  and agreed  between the
parties hereto that this Agreement is deemed modified to the extent necessary to
permit this Agreement to be enforced in any such proceedings.

12. Continuing Obligations.  Employee's obligations pursuant to Sections 7 and 8
of this  Agreement  and the rights and remedies of the Company  hereunder  shall
continue in effect beyond the term of this Agreement.


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<PAGE>


13. Waiver or  Modification.  No waiver or  modification of this Agreement or of
any covenant, condition, or limitation herein contained shall be valid unless in
writing and duly executed by the party to be charged therewith.  Furthermore, no
evidence of any  modification or waiver shall be offered or received as evidence
in any litigation between the parties arising out of or affecting this Agreement
or the rights or  obligations  of any party  hereunder,  unless  such  waiver or
modification is in writing,  duly executed as aforesaid.  The provisions of this
Section may not be waived except as herein set forth.

14.  Entire  Agreement.  This  written  Agreement  contains  the sole and entire
agreement between the parties as to the matters contained herein, and supersedes
any and all other  agreements  between them. The parties  acknowledge  and agree
that neither of them has made any representation with respect to such matters of
this  Agreement  or any  representations  except as are  specifically  set forth
herein,  and each party  acknowledges that he or it has relied on his or its own
judgment in entering into this Agreement.  The parties further  acknowledge that
statements or  representations  that may have been  heretofore made by either of
them to the other are void and of no effect and that  neither of them has relied
thereon in connection with his or its dealing with the other.

15. Choice of Law. This  Agreement and the  performance  hereunder and all suits
and special proceedings hereunder shall be construed in accordance with the laws
of the State of California.

16. Binding Effect of Agreement; Assignment; Merger; Dissolution. This Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
heirs,  successors,  assigns and legal representatives.  This Agreement shall be
construed  as a contract  for  personal  services by Employee to the Company and
shall  not be  assignable  by  Employee.  In the  event of the  sale,  merger or
consolidation  of the Company,  Employee  agrees that the Company may assign its
rights and obligations hereunder to its successor or purchaser.

17. Notices. All notices, requests, demands and other communications required or
permitted  hereunder  shall be in writing  and shall be deemed to have been duly
given when delivered by hand or when mailed by certified registered mail, return
receipt  requested,  with postage  prepaid to their  current  address or to such
other address as they request in writing.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first written above.

                                          "Company"

                                          First Deltavision, Inc,
                                          a Nevada corporation

                                          By:___________________________________
                                               Larry B. Anderson, Chairman



                                          "Employee"


                                          --------------------------------------
                                          Bruce Mogel, Chief Executive Officer



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