EMPLOYMENT AGREEMENT


               AGREEMENT,  between New Medical  Practice,  P.C., a  professional
service  corporation  organized and existing  under the laws of the State of New
York with its  principal  place of business  located at 2 Gannett  Drive,  White
Plains, New York 10604 (the  "Corporation") and the undersigned,  a professional
employee duly  licensed to practice in accordance  with the laws of the State of
New York (the  "Employee").  The  Corporation  and the Employee may hereafter be
referred to  individually as a "Party" and  collectively  as the "Parties".  The
pronouns "he" and "his" are used exclusively  herein only for  convenience,  and
shall  be  deemed,  when  the  facts  so  require,  to  mean  "she"  and  "her",
respectively.


                                   WITNESSETH:


               WHEREAS,  the Corporation desires to employ the Employee upon the
terms and conditions hereafter set forth; and


               WHEREAS,  the  Employee  desires  to accept  employment  with the
Corporation; and


               WHEREAS,  the Parties wish to provide  high quality  professional
care to patients of the Corporation;


               NOW, THEREFORE,  in consideration of the covenants and agreements
herein made, the parties hereto agree as follows:





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        1.     EMPLOYMENT.
               The  Corporation  hereby employs the Employee and Employee hereby
agrees to accept  employment  with the  Corporation  in the  specialty set forth
below.


        2.     DUTIES AND RESPONSIBILITIES.
               2.1 The duties of the Employee shall be those duties  customarily
performed by a professional  engaged in the practice of his profession including
the  provision of  administrative  services  together  with such other duties as
shall from time to time be assigned by the Corporation.


               2.2 The allocation of administrative and professional services to
be  rendered  by the  Employee,  as well as  scheduling  and  location  for such
services, is set forth in Schedule "A," annexed hereto and made a part hereof.


        3.     EMPLOYEE REPRESENTATIONS
               The Employee  hereby  makes the  following  representations,  the
continuing  validity of which shall be  prerequisite  to the  obligations of the
Corporation hereunder:


               a. The  Employee is licensed to practice  his  profession  in the
State of New York.


               b. The Employee shall at all times conduct  himself in compliance
with all applicable federal, state and local laws, rules and regulations, canons
of professional ethics, the Rules Regulations of the Corporation.



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        4.     COMPENSATION.
               The Employee  shall be compensated as set out on Schedule B. Such
compensation shall be paid bi-weekly, as earned.


        5.     BENEFITS AND STATUS.
               The Employee  shall be entitled to only those benefits set out in
Schedule C. Employee shall be an employee and not an independent contractor. The
Corporation  shall  withhold  all  applicable  taxes from  compensation  paid to
Employee  and  shall  pay  such  withheld   taxes  over  to  the  proper  taxing
authorities. The Corporation shall also pay any other required payroll taxes.


        6.     ADDITIONAL EMPLOYMENT.
               The Employee shall devote his entire efforts to his  professional
practice  with the  Corporation  pursuant  to the terms of this  Agreement.  The
Employee  may not,  during the term of this  Agreement,  otherwise  practice his
profession outside of the Corporation.


        7.     FACILITIES.
               The  Corporation  shall  provide  and  maintain,  or  cause to be
provided and  maintained,  during the term of this Agreement,  such  facilities,
equipment and supplies as it deems necessary for the performance by the Employee
of his duties required under this Agreement.


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        8.     PROFESSIONAL LIABILITY COVERAGE INSURANCE.
               The  corporation  shall  provide  and  maintain,  or  cause to be
provided  and  maintained,  during  the  term  of this  Agreement,  professional
liability  coverage for the Employee covering the acts of the Employee occurring
within the scope of his  employment  hereunder.  Such  insurance  shall name the
corporation as an insured.


        9.     BILLING.
          The  Corporation  shall  perform,  either  itself  or  pursuant  to an
agreement with another  individual or entity,  billing and collection  functions
for all services  provided by the Employee.  The Employee hereby  authorizes the
Corporation  to accept,  or refuse to  accept,  on behalf of the  Employee,  any
assignment of insurance benefits (e.g., Medicare,  Blue Cross/Blue Shield, etc.)
from an patient receiving services from the Employee pursuant to this Agreement.
At the request of the  Corporation,  the Employee  shall list and designate with
such  insurance  or  other  third  party  payor  programs  the  address  of  the
Corporation,  to the  attention of such  officer(s)  of the  Corporation  as the
Corporation  shall  designate,  or such  other  address as the  Corporation  may
designate,  as the sole addressee to which all payment(s) or payment  voucher(s)
for services  performed by the Employee for patients of the Corporation shall be
mailed.  This  Agreement  shall  constitute an assignment by the Employee to the
Corporation  of all  funds  owing or  collected  for  services  rendered  by the
Employee pursuant to this Agreement,  and the Employee shall take all additional
steps reasonably requested

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by the  Corporation  to assist in the  billing and  collection  of funds due for
services rendered by the Employee.  All funds collected with respect to services
provided  pursuant  to this  Agreement  shall be the  exclusive  property of the
Corporation.  Any  checks  or  other  funds  received  by  Employee  by error or
otherwise,  from insurance or other third party payors for, services rendered by
Employee under this Agreement to patients of the  Corporation  shall be promptly
delivered to the Corporation.


        10.    TERM OF AGREEMENT.
          The effective  date of this Agreement  shall be October 1, 1996.  This
Agreement  shall  continue  in effect  for a period  of three  (3) years  unless
terminated an  hereinafter  provided.  After the end of the first three (3) year
term,  the  Corporation  may,  at its  option,  renew  this  agreement,  and the
employment of Employee, for successive one year terms as follows: two (2) months
before the end of the first  three (3) year term or any  following  one (1) year
term the Corporation  shall give Employee written notice of intent to renew. The
parties  shall then  negotiate  compensation  for the next term. In the event of
failure to agree on  compensation,  the  compensation for the next term shall be
the  compensation  for the prior term multiplied by twice the Regional  Consumer
Price index.


        11.    TERMINATION
               11.1    This Agreement may be terminated at any time:


                      a.     By the Corporation, without notice, upon the
suspension, revocation, cancellation, restriction or limitation

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of the Employee's license to practice in the State of state of New York;


                      b.     By the Corporation, without notice, upon the
failure of, or refusal by the Employee, to faithfully and diligently perform the
duties and responsibilities set forth in this Agreement, which decision shall be
made in the sole  discretion  of the  Corporation,  provided,  however,  that if
termination  occurs for any reason during the first two years of this agreement,
then the compensation  provided for herein shall continue to be paid to Employee
over the  balance  of the first two  years in the total  amount of Four  Hundred
Thousand  ($400,000) Dollars, at the times and under the conditions provided for
herein and provided further,  however,  that after the end of the first one year
term, if termination is made by the Corporation  for: any illegal  activities of
Employee  (established  by  conviction  by a court  of  competent  jurisdiction)
limited to theft from the  Corporation,  paying for  patients or patient  abuse;
loss of license;  or permanent and total disability,  Employee shall be entitled
to no further compensation.


               11.2  The  Corporation   shall,  as  of  the  effective  date  of
termination of this Agreement,  be released of any  responsibility or obligation
hereunder  except payment of compensation  and benefits accrued to the effective
date of such termination, except as provided in paragraph 11.1(b) above.



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        12.    RESTRICTIVE,COVENANT.
          12.1  The  Employee  acknowledges  that by  virtue  of his  employment
hereunder,  he will have contacts  with and develop and service  patients of the
Corporation and "referring  sources" of business of the  Corporation.  In all of
his activities,  the Employee,  through the nature of his work, will have access
to and will  acquire  confidential  information  relating  to the  business  and
operations of the Corporation,  including  patient lists, and other  information
relating  to  methods  of doing  business  and of  referral  relationships.  The
Employee  acknowledges  that all such  information  is the sole  property of the
Corporation and constitutes  confidential  information of the Corporation;  that
the  disclosure  thereof  would cause  substantial  loss to the  goodwill of the
Corporation;   that  disclosure  thereof  to  Employee  is  being  made  by  the
Corporation  only  because of the  position  of trust and  confidence  which the
Employee  will  occupy  and  because of the  agreement  of the  Employee  to the
restrictions  contained  herein;  that the  knowledge  of the  Employee of these
matters  would enable the  Employee,  upon  termination  of this  Agreement,  to
compete  with the  Corporation  in a manner  likely  to  cause  the  Corporation
irreparable  harm,  and  disclosure  of  such  matters  by the  Employee  would,
likewise,  cause such harm; and that the restrictions  imposed upon the Employee
herein  would not  hamper  the  Employee  in his  professional  practice.  It is
understood  and agreed by the Employee and the  Corporation  that the essence of
this  Agreement  is that the Parties  agree that the  patients  and the referral
sources of the Corporation will remain the patients and referral

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sources of the Corporation during the term or this Agreement and thereafter.


               12.2 The  Employee  hereby  irrevocably  warrants,  covenant  and
agrees as follows:


                      a. During the term of this  Agreement and  thereafter  the
Employee  shall not take any action  whatsoever  which may or might  disturb the
existing  business  relationship of the Corporation with any patient or referral
sources of the Corporation.


                      b. During the term of this Agreement and for two (2) years
thereafter,  the Employee  shall not solicit  business from patients or referral
sources of the Corporation.


                      c. For a period of two (2) years after leaving  employment
of the  Corporation,  the Employee  shall not practice  profession in, or in any
manner be  associated  with an office where  health care is provided  within ten
(10) miles of the  office(s)  of the  corporation  which are in existence at the
time that Employee  leaves  employment of the  Corporation and also in Fairfield
County,  Connecticut and lower Westchester  County (South of a line drawn across
the County at the top of the City of White Plains.)


               12.3 The  Employee  agrees that in the event of the breach of any
provision of this Agreement,  and more particularly,  in the event of the breach
of any  provision of section 12, the  Corporation  shall be entitled to obtain a
permanent injunction or

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similar court order  enjoining the Employee from violating any of the provisions
of this  Agreement,  and  that  pending  the  hearing  and the  decision  on the
application for such permanent injunction,  the Corporation shall be entitled to
a temporary  restraining order,  without prejudice to any other remedy available
to the Corporation,  all at the expense of Employee; provided, however, that the
provisions  of  section  12 shall in no event be  construed  to be an  exclusive
remedy and such remedy  shall be held and  construed  to be  cumulative  and not
exclusive  of any  rights  or  remedies,  whether  in law or  equity,  otherwise
available  under the terms of this Agreement or under  federal,  state and local
statutes, rules and regulations.


               12.4 The covenants and agreements made by the Employee in section
12.0 shall be construed as an agreement  independent  of any other  provision in
this  Agreement,  and the  existence  of any  claim or cause  of  action  by the
Employee  against the  corporation,  whether  predicated  on this  Agreement  or
otherwise,  shall not constitute  defense to the enforcement by the Corporation,
by injunctive relief or otherwise, of the provisions of section 12.

        13.     MISCELLANEOUS.
               13.1   Entire Agreement.
                      This  Agreement,   including  any  Schedules  referred  to
herein,  sets forth the entire agreement and  understanding  between the Parties
and merges and supersedes all prior discussions,  agreements, and understandings
between  the  Parties.  No Party  shall be bound by any  condition,  definition,
warranty or

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representation other than as expressly provided for in this Agreement.

               13.2 Modification.
                      This Agreement shall not be changed,  modified or amended,
except by a writing  signed by the Parties  hereto and this Agreement may not be
discharged  except by performance  in accordance  with its terms or by a writing
signed by the Parties hereto.

               13.3 Effect.
                      This  Agreement  shall  inure to the  benefit  of,  and be
binding  upon,  the  Parties  hereto  and their  respective  heirs,  successors,
assigns, executors and administrators.

               13.4   Non-Exclusive Rights.
                      The  rights and  obligations  of the  Employee  under this
Agreement  are  non-exclusive,  and this  Agreement  shall not be  construed  to
prevent the Corporation  from  simultaneously  retaining,  contracting  with, or
otherwise obtaining professional services from any other person or entity.

               13.5   Assignment.
                      This Agreement may not be assigned by the Employee.

               13.6   Governing Law.
                      This  Agreement  shall be  governed  by and  construed  in
accordance with the laws of the State of state of incorporation.



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               13.7   Severability.
                      In the event any paragraph or provision of this  Agreement
is found to be void and unenforceable by a court of competent jurisdiction,  the
remaining  provisions of this Agreement  shall  nevertheless be binding upon the
parties with the same effect as though the void or  unenforceable  part had been
severed and deleted.

               13.8   Notice.
                      Any  notice  hereunder  shall be in  writing  and shall be
given to the Parties at their respective  addresses set forth herein (or to such
other address as such Party may have fixed by notice;  provided however that any
notice of change of address  shall be effective  only upon receipt) by certified
mail,  return receipt  requested,  and shall be deemed to have been given on the
third (3rd) day following the day so mailed.

               13.9   Paragraph Headings.
                      The paragraph headings contained in this Agreement are for
reference  purposes  only  and  shall  not in any  way  affect  the  meaning  or
interpretation of this Agreement.


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               IN WITNESS  WHEREOF,  the Parties have executed this Agreement as
of the date set forth below.

                                          NEW MEDICAL PRACTICE, P.C.



                                          By:   /s/ WILLIAM KEDERSHA
Dated:  8/27/96                              -----------------------------
       ----------                                   Secretary


                                            /s/ GARY DANZIGER
                                          --------------------------------
                                          Gary Danziger, R.P.T.


                                            1 Crooked Mile Road
                                          --------------------------------
                                          Address


                                            Westport, CT  06880
                                          --------------------------------
Dated:  9/2/96
       ----------


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