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                                                                   EXHIBIT 10.46

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered on May 17,
2006, by and between PROXYMED, INC., a Florida corporation, D/B/A MEDAVANT
HEALTHCARE SOLUTIONS (the "Company"), and EMILY J. PIETRZAK ("Executive").

     WHEREAS, upon the terms and subject to the conditions of this Agreement,
the Company desires to employ the Executive, and Executive is willing to accept
such employment.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth hereinafter and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Executive
intending to be legally bound agree as follows:

1. Term. The initial term of the Agreement shall commence on May 17, 2006, (the
"Effective Date"), and shall continue for three (3) years and shall be
automatically renewed from year to year thereafter (hereafter, the initial term
and any renewals thereof shall constitute the "Term"), unless either party
provides the other party with notice of its intent not to renew this Agreement
not less than ninety (90) days nor more than 120 days prior to the expiration of
the then-current term or unless this Agreement is earlier terminated in
accordance with its terms.

2. Position; Duties; Loyalty.

     a) Position. Executive will be employed by Company and shall render service
to Company as its EXECUTIVE VICE PRESIDENT, CORPORATE COMMUNICATIONS &
MARKETING, reporting to the Chief Executive Officer or their designees, pursuant
to the terms, provisions and conditions hereinafter set forth.

     b) Location. The location as to where the Executive's duties are to be
performed will be determined at the reasonable discretion of the Company.

     c) Duties. Executive shall be employed by Company on a full-time, exclusive
basis. Executive will be required to travel on business, as is customary and
usual for Executive's position. Executive shall perform such duties and have
such authority and responsibilities customarily accompanying his/her position
and as reasonably directed by the Chief Executive Officer of the Company
consistent with the Executive's position. Executive shall perform the duties and
have the authority and responsibilities customarily accompanying those of an
EXECUTIVE VICE PRESIDENT, CORPORATE COMMUNICATIONS & MARKETING of a public
company, including without limitations, those prescribed by the Company's
By-laws or as may be assigned to the Executive from time to time by the
Company's Board of Directors.

     d) Loyalty. Executive shall devote the full working time required for
Executive's position and shall give Executive's best efforts to the business of
the Company and to the performance of the duties and obligations described in
this Agreement. Except as maybe authorized in writing by the Chief Executive
Officer of the Company, Executive shall not, directly or indirectly, alone, or
as a partner, officer, director or shareholder of any other institution, be
engaged in any other commercial activities whatsoever, or continue or assume any
other corporate affiliations except for (i) an Affiliate; (ii) passive
investments; and (iii) minimal time utilized for business activities that do not
compete with the business of the Company or its subsidiaries. As used herein,
the term "Affiliate" shall refer to any entity that is owned or controlled by,
under common ownership or control with, or which owns or controls the Company or
any of its subsidiaries, now or in the future.

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3. Compensation and Expenses.

     a) Salary. In consideration for the services rendered by the Executive
under this Agreement, Company shall pay the Executive a monthly base salary of
$11,666.67 per month ("Base Salary") in accordance with the Company's customary
payroll practices. Executive performance reviews (with or without a wage
increase) will be conducted at least annually or as otherwise agreed to by the
parties in writing. The Company shall adjust Executive's Base Salary for any
wage increases approved in writing by the Board of Directors or its Compensation
Committee in its sole discretion. As used herein, the term "Base Compensation"
shall refer collectively to (i) Executive's Base Salary, adjusted for any wage
increases, (ii) the Options (as defined in Section 3(b)), (iii) future options
granted pursuant to any Stock Option Plans (as defined in Section 3(b)), (iv)
any Bonuses, (v) any bonuses to which Executive may be entitled pursuant to any
Bonus Plan, (vi) Vacation; and (vii) Benefits.

     b) Bonus. The Executive shall be entitled to and may earn such bonuses
("Bonuses") as may be awarded from time to time by the Board of Directors of the
Company, sitting as a whole or in committee, in its sole discretion, including
pursuant to any bonus plan ("Bonus Plan") implemented by the Company, and to
participate in any stock option plans ("Stock Option Plans") or other Bonus
Plans which the Company may now have or in the future develop and for which the
Executive qualifies for eligibility under the terms of such plan.

     c) Expenses. Company shall promptly pay or reimburse the Executive for all
reasonable business expenses actually incurred or paid by the Executive in the
performance of Executive's services hereunder in accordance with the policies
and procedures of the Company, provided that Executive properly accounts
therefore.

     d) Tax Withholding. The Company shall have the right to deduct or withhold
from all compensation due Executive hereunder any and all sums required,
including without limitation for Federal income, social security and Medicare
taxes and all state and local taxes now applicable or that may be enacted and
become applicable in the future.

4. Benefits.

     a) Vacation. The Executive shall be entitled to a yearly vacation of four
(4) weeks during the first year of this Agreement, and thereafter such
additional time as may be provided by the Company in writing in its then-current
policies or otherwise, at full pay to be accrued and taken in accordance with
the Company's policies in effect from time to time ("Vacation"). Vacation shall
accrue ratably during each calendar year in accordance with Company policies.
Vacation not taken in one calendar year may be carried over to the following
calendar year subject to any limitations set forth in the Company policies in
effect from time to time. Executive shall not be entitled to receive any
additional compensation from the Company for Executive's failure to take all of
Executive's granted vacation time. In the event Executive's employment is
terminated pursuant to Section 5(b) below, any vacation time used but not earned
at the time of termination shall be deducted from any monies owed to Executive.

     b) Participation in Benefit Plans. Executive shall be eligible for and
entitled to receive all other benefits and perquisites ("Benefits") offered or
extended to other senior executives of the Company.

5. Termination.

     a) Involuntary Termination for Death or Disability. This Agreement shall
terminate immediately upon Executive's death. The Company may terminate
Executive's employment with the Company for Disability. For purposes of this
Agreement, "Disability" is defined to mean the inability of


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Executive due to illness or physical or mental infirmity (as determined by a
physician selected by Executive and acceptable to the Company) to perform
Executive's duties hereunder on a full-time basis for six (6) consecutive months
with reasonable accommodation by the Company. Upon termination due to death or
Disability, Executive or Executive's beneficiary or estate or legal
representative shall be entitled to receive the amounts payable under Section
5(c).

     b) Termination by Company For Cause. The Company may terminate Executive's
employment with the Company at any time "For Cause" effective immediately,
unless stated otherwise in writing, upon giving written notice thereof to
Executive, which notice shall state with reasonable specificity the facts
supporting the termination "For Cause." "For Cause" shall include the following:

          (i) Conviction of, or pleading guilty to, a felony or any crime
involving moral turpitude, fraud, dishonesty or theft or engaging in any act
which is a violation of any law or regulation protecting the rights of employees
or;

          (ii) Failure by Executive to satisfactorily perform the duties stated
herein or to substantially perform such duties in accordance with any tasks,
goals, and objectives as assigned from time to time by the Company in writing,
if Executive has not corrected or remedied, or has not commenced to correct or
remedy, such unsatisfactorily or non-substantial performance of such specified
duties within thirty (30) days (or such other time as may be provided in writing
by the Company) of Executive's actual receipt of such written notice; or

          (iii) Executive's gross negligence or willful misconduct relating to
the Company that is materially injurious to the Company; or

          (iv) Executive's excessive use of alcohol or illegal drugs that (A)
interferes with the performance of Executive's duties hereunder; and (B)
continues even after written warning regarding such excessive use is actually
received by Executive; or

          (v) Executive's abandonment of his position or termination of this
Agreement for "No Good Reason;" or

          (vi) Any material breach by Executive of this Agreement or of any of
the Company's applicable written policies then in effect, including without
limitations, the Company's Code of Ethics for Officers and Directors with
written notice thereof by the Company, provided such notice is actually received
by Executive and an appropriate period to cure such material breach, if such
breach is curable, is given and has expired.

     Upon the Company's termination of this Agreement and Executive's employment
For Cause, the Executive shall be entitled to, and the Company shall pay the
Executive the following "For Cause Separation Pay": the Executive's Base Salary
and benefits through the effective date of termination at the Executive's then
current rate (including any applicable pro rated bonus and accrued vacation
pay). Except as provided for herein or in any other written agreement, the
Company shall have no other liabilities or obligations to Executive upon payment
in full of the For Cause Separation Pay.

     c) Termination by Company Without Cause. The Company may terminate "Without
Cause" Executive's employment with the Company or this Agreement at any time for
any or no reason upon thirty (30) Days written notice. Such termination by
Company shall be deemed to be "without cause" by the Company. In the event of
termination by the Company pursuant to this Section, Executive shall execute a
full and complete release of any and all claims against the Company in a form
satisfactory to


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the Company, in which event, for a period of six (6) months commencing from the
effective date of termination, the Executive shall be entitled to and shall
receive, and the Company shall pay the following "Without Cause Separation Pay":
(i) An amount equal to Executive's Base Salary as of the date of termination;
plus (ii) a pro rata portion of any accrued vacation not already taken and of
any bonus that would have been paid to Executive under any bonus plan which is
adopted by the Company's Compensation Committee or Board of Directors in such
year if the Company and Executive had met the targeted goals to the date of
termination; plus (iii) the continuation for three (3) months from the effective
date of termination of all of Executive's benefits including, without
limitation, all insurance plans, on the same terms and conditions as had been
provided to Executive prior to the termination, all of the foregoing which shall
be payable in accordance with the Company's customary payroll practices then in
effect, plus (iv) any unvested options shall be vested as of the date of
termination.

     d) Termination by Executive For Good Reason. Executive may terminate this
Agreement for "Good Reason" by giving the Company thirty (30) days prior written
notice (the "Notice Period") to that effect, specifically stating Executive's
Good Reason for terminating in sufficient detail to allow the Company to respond
effectively to the notice, with the termination becoming effective on the 31st
day after such notice is actually received by the Company (the "Termination
Date"), unless the Company at its option cures any alleged breach, if curable,
on or before the Termination Date, or if the breach is not capable of being
cured within the Notice Period, Company made good faith efforts to cure any
alleged breach prior to the Termination Date. The stated Good Reason must be one
or more of any of the reasons defined as a "Good Reason" herein. As used in this
Agreement, a "Good Reason" means termination by Executive only for any one or
more of the following reasons:

          (i) Any reduction of Executive's then-current Base Salary without
Executive's prior written consent; or

          (ii) Any material breach of this Agreement by the Company, not cured
or in the process of being cured by the Company as provided herein after the
Company receives not less than 30 days prior written notice by the Executive.

          An Executive's termination for any of the foregoing Good Reasons shall
be treated the same as a termination "Without Cause" by the Company for purposes
of calculating separation pay, entitling the Executive to the Without Cause
Separation Pay set forth in Section 5(c).

     e) Termination by Executive for No Good Reason. Executive may terminate
this Agreement for any reason (other than a Good Reason) or no reason at any
time with not less than thirty (30) days prior written notice to the Company
(such termination shall be called a termination for "No Good Reason"). After the
Company receives notice of a termination for No Good Reason, the Company may by
written notice to the Executive cause the effective date of any such termination
to be accelerated without causing such termination to be considered a
termination by the Company Without Cause. Executive's termination for No Good
Reason shall be treated the same as a termination "For Cause" by the Company for
purposes of calculating separation pay, entitling the Executive to the For Cause
Separation Pay set forth in Section 5(b). For avoidance of doubt, a termination
by Executive for any reason that is also a Good Reason shall be treated as a
termination by Executive for Good Reason as set forth in Section 5(d).

     f) Return of Company Property. Upon any termination of this Agreement,
Executive shall immediately return to the Company all property of the Company in
Executive's possession, including Confidential Information (as defined below).
Executive acknowledges that the Company may withhold


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any compensation and benefits owed to Executive hereunder until all such
property is returned in good condition, normal wear and tear excepted.

     g) Change in Control. If, within ninety (90) days prior to a Change of
Control, as defined in Executive's Stock Option Agreement, the Agreement
terminates for any reason (other than pursuant to Section 5(b) or (e) above),
then, (i) any unvested options shall vest as of the date of the Change of
Control and shall remain vested and exercisable as specified in Executive's
Stock Option Agreement, and (ii) Executive shall receive, and the Company shall
pay the Executive, the "Without Cause Separation Pay" set forth in Section 5(c)
above.

6. Covenants of Executive.

     a) Executive agrees that during the Term of this Agreement and for one (1)
year following its expiration or termination for any or no reason, including
without limitation, "For Cause", "Without Cause", "For Good Reason", or "No Good
Reason", Executive will not, directly or indirectly, without the prior written
consent of the Company, induce or solicit any person employed or hereafter
employed by the Company to leave the employ of the Company, or solicit, recruit,
hire or attempt to solicit, recruit or hire any person employed by the Company.

     b) Executive agrees that for a period of two (2) years after the expiration
or termination of this Agreement for any or no reason, including without
limitation, "For Cause", "Without Cause", "For Good Reason", or "No Good
Reason", Executive will not, directly or indirectly, without the prior written
consent of the Company, solicit or attempt to solicit, divert or take away, or
attempt to divert or take away, Customers or their laboratory business from the
Company and/or the Company's then-current Affiliates. As used in the preceding
sentence, the term "Customer" shall include, however known to Executive as of
the date of such termination or expiration, (i) any current end-user of the
Company's or its then-current Affiliates' products or services, or any potential
end-user thereof with whom the Company or its then-current Affiliates have had
contact with within the preceding six (6) months; (ii) any current suppliers of
the Company's or its then-current Affiliates; and/or (iii) vendor of the Company
or its then-current Affiliates or reseller of the Company or its then-current
Affiliates; and/or (iv) their Affiliates, successors or assigns.

     c) Executive agrees and acknowledges that Executive will disclose promptly
to the Company every discovery, improvement and invention made, conceived or
developed by Executive during the entire period of employment (whether or not
during working hours) which discoveries, improvements or inventions are capable
of use in any way in connection with the business of the Company. To the fullest
extent permitted by law, all such discoveries, inventions and improvements will
be deemed works made-for-hire. Executive grants and agrees to convey to Company
or its nominee the entire right, title and interest, domestic and foreign, which
Executive may have in such discoveries, improvements or inventions, or a lesser
interest therein, at the option of Company. Executive further agrees to
promptly, upon request, sign all applications for patents, copyrights,
assignments and other appropriate documents, and to perform all acts and to do
all things necessary and appropriate to carry out the intent of this section,
whether or not Executive is still an employee of the Company at the time of such
requests.

     d) Executive agrees and acknowledges that the Confidential Information of
the Company is valuable, special and unique to its business, that such business
depends on such Confidential Information, and that the Company wishes to protect
such Confidential Information by keeping it confidential for the exclusive use
and benefit of the Company. Based on the foregoing, Executive agrees to
undertake the following obligations with respect to such Confidential
Information:


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          (i) Executive agrees to keep any and all Confidential Information in
trust for the use and benefit of the Company;

          (ii) Executive agrees that, except as required by Executive's duties
or authorized in writing by the Company, Executive will not at any time during
and for a period of three (3) years after the termination of Executive's
employment with the Company, disclose, directly or indirectly, any Confidential
Information of the Company to any third party; except as may be required by
applicable law or court order, in which case Executive shall promptly notify
Company so as to allow it to seek a protective order if it so elects;

          (iii) Executive agrees to take all reasonable steps necessary, or
reasonably requested by the Company, to ensure that all Confidential Information
of the Company is kept confidential for the use and benefit of the Company and
its subsidiaries; and

          (iv) Executive agrees that, upon termination of Executive's employment
by the Company or at any other time the Company may in writing so request,
Executive will promptly deliver to the Company all materials constituting
Confidential Information (including all copies and derivatives thereof) that are
in the possession of or under the control of Executive. Executive further agrees
that, if requested by the Company to return any Confidential Information
pursuant to this Subsection (iv), Executive will not make or retain any copy or
extract from such materials.

          For the purposes of this Section 6(d), "Confidential Information"
means any and all information, including derivative works, developed by or for
the Company or entrusted to the Company in confidence by its customers, of which
Executive gained knowledge by reason of Executive's employment by the Company,
which is not generally known in any industry in which the Company is or may
become engaged, but does not apply to information which is generally known to
the public or the trade, unless such knowledge results from an unauthorized
disclosure by Executive. Confidential Information includes, but is not limited
to, any and all information developed by or for the Company concerning plans,
marketing and sales methods, materials, processes, business forms, procedures,
devices used by the Company, its suppliers and customers with which the Company
had dealt with prior to Executive's termination of employment with the Company,
plans for development of new products, services and expansion into new areas or
markets, internal operations, and any trade secrets, proprietary information of
any type owned by the Company, together with all written, graphic and other
materials relating to all or any part of the same. The Company will receive all
materials, including, software programs, source code, object code,
specifications, documents, abstracts and summaries developed in connection with
Executive's employment. Executive acknowledges that the programs and
documentation developed in connection with Executive's employment with the
Company shall be the exclusive property of the Company, and that the Company
shall retain all right, title and interest in such materials, including without
limitation patent and copyright interests. Nothing herein shall be construed as
a license from the Company to Executive to make, use, sell or copy any
inventions, ideas, trade secrets, trademarks, copyrightable works or other
intellectual property of the Company during the Term of this Agreement or
subsequent to its termination.

     e) Executive acknowledges that there is no general geographical restriction
contained in this Section 6 because the Company's and/or Affiliates' Customers
are not confined to one geographical area or operate on a national level.
Notwithstanding the foregoing, if a court of competent jurisdiction were to
determine that any of the foregoing covenants would be held to be unreasonable
in time or distance or scope, the time or distance or scope may be reduced by
appropriate order of the court to that deemed reasonable.


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     f) Executive confirms that Executive is not bound by the terms of any
agreement with any previous Company or other party which restricts in any way
Executive's use or disclosure of information or Executive's engagement in any
business, except as Executive may disclose in a separate schedule attached to
this Agreement prior to Company's and Executive's execution of this Agreement.
Further, Executive represents that Executive has delivered to the Company prior
to executing this Agreement true and complete copies of any agreements disclosed
on such attached schedule. Executive represents to the Company that Executive's
execution of this Agreement, employment with the Company and the performance of
Executive's proposed duties for the Company will not violate any obligations
Executive may have to any such previous Company or other party. In any work for
the Company, Executive will not disclose or make use of any information in
violation of any agreements with or rights of any such previous Company or other
party, and will not bring to the premises of the Company any copies or other
tangible embodiments of non-public information belonging to or obtained from any
such previous employment or other party. In the event of breach of this
subsection (f) Executive hereby agrees to defend, indemnify and hold harmless
the Company, its officers, directors, employees, agents (the "Indemnified
Parties") from any and all damages, suits, claims, liabilities, actions
(individually and collectively, the "Indemnity Event") arising or resulting from
such breach. In the event of any Indemnity Event, the Indemnified Parties shall
provide Executive with timely written notice of same, and thereafter Executive
shall at its own expense defend, protect and hold harmless the applicable
Indemnified Parties against said Indemnity Event. If the Executive should fail
to so defend and/or indemnify and save harmless the Indemnified Parties, then in
such instance the Indemnified Parties shall have full rights to defend, pay or
settle said Indemnity Event on their behalf without notice to Executive and with
full rights to recourse against Executive for all fees, costs, expenses and
payments made or agreed to be paid to discharge said Indemnity Event.

     g) Assistance in Litigation. Executive shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which the Company is, or
may become, a party either during or after Executive's employment with the
Company.

     h) Injunctive Relief.

          i) Executive acknowledges and agrees that the covenants and
obligations contained in this Section 6 relate to special, unique and
extraordinary matters and that a violation of any of the terms of this Section
will cause the Company irreparable injury for which adequate remedies at law are
not available. Therefore, Executive agrees that the Company shall be entitled
(without having to post a bond or other surety) to an injunction, restraining
order, or other equitable relief from any court of competent jurisdiction,
restraining the Executive from committing any violation of the covenants and
obligations set forth in this Section 6.

          ii) The Company's rights and remedies under this Section 6 are
cumulative and are in addition to any other rights and remedies the Company may
have pursuant to the specific provisions of this Agreement and at law or in
equity.

7. Miscellaneous.

     a) Attorney's Fees. In the event a proceeding is brought to enforce or
interpret any part of this Agreement or the rights or obligations of any party
to this Agreement, each party shall pay their own fees and expenses, including
reasonable attorney's fees and costs.


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     b) Successors and Assigns. This Agreement and the benefits hereunder are
personal to the Company and are not assignable or transferable by the Executive.
Subject to the foregoing, this Agreement shall be binding upon and inure to the
benefit of the Company and the Executive, and the Executive's heirs and legal
representatives, and the Company's successors and assigns.

     c) Governing Law. This Agreement shall be construed in accordance with and
governed by the law of the State of Florida, without regard to the application
of Florida's principles of conflict of laws.

     d) Arbitration. Except for disputes relating to Section 6(d) of this
Agreement or any injunctions, any and all disputes or controversies that shall
arise under or in connection with this Agreement or in any other way related to
Executive's employment by the Company, including termination of employment,
shall be submitted to a panel of three arbitrators under the National Rules for
the Resolution of Employment Disputes of the American Arbitration Association
then in effect. The parties hereby acknowledge that the Federal Arbitration Act
takes precedence over any state arbitration statutes, rules and regulations.
Each of the arbitrators shall be qualified and experienced in employment related
matters with at least one arbitrator being a licensed attorney. The arbitrators
must base their determination solely on the terms and conditions of this
Agreement and the law in the State of Florida. The arbitrators shall have the
authority to award any remedies that a court may order or grant, except that
they will have no authority to award punitive damages or any other damages not
measured by the prevailing party's actual damages, and may not, in any event,
make any ruling, finding or award that does not conform to the terms and
conditions of this Agreement. Arbitration shall be held in Tampa, Florida, and
the parties hereby agree to accept service of process served in accordance with
the Notices provision of this Agreement and in the personal jurisdiction and
venue as set out herein. Both parties expressly covenant and agree to be bound
by the decision of the arbitrators as the final determination of the matter in
dispute. Judgment upon the award rendered by the arbitrators may be entered into
any court having jurisdiction thereof.

     e) Notices. All notices and other communications required or permitted to
be given under this Agreement shall be in writing and shall be deemed to have
been given if delivered personally or sent by certified mail, return receipt
requested, postage prepaid, to the parties to this Agreement addressed to the
Company's then-current Chief Executive Officer at its then principal office, as
notified to Executive, or to the Executive at Executive's most current address
as shown in Executive's personnel file, or to either party hereto at such other
address or addresses as Executive or it may from time to time specify for such
purposes in a notice similarly given.

     f) Modification; Waiver. No provisions of this Agreement may be modified,
waived or discharged unless such modification, waiver or discharge is approved
by a duly authorized officer of the Company and is agreed to in a writing signed
by the Executive and such officer. No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.

     g) Headings. The headings in this Agreement are for convenience of
reference only and shall not control or affect the meaning or construction of
this Agreement.

     h) Validity. The invalidity or unenforceability of any one or more
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.

     i) Severability. The invalidity of any one or more of the words, phrases,
sentences, clauses or sections contained in this Agreement shall not affect the
enforceability of the remaining portions of this


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Agreement or any part thereof, all of which are inserted conditionally on their
being valid in law, and if any one or more of the words, phrases, sentences,
clauses or sections contained in this Agreement shall be declared invalid, this
Agreement shall be construed as if such invalid word or words, phrase or
phrases, sentence or sentences, clause or clauses, or section or sections had
not been inserted.

     k) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

     l) Surviving Provisions. Any portion of this Agreement which by it nature
survives the termination of this Agreement, including Section 6, shall survive
the termination of this Agreement.

     m) Entire Agreement. Except as modified by this Agreement, all of
Executive's benefits and obligations are as set forth in the Company's policies
in effect from time to time. Other than the Company's policies in effect from
time to time, as modified herein, no agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party, which are not set forth expressly in this Agreement.
This Agreement constitute the final and entire agreement between the parties,
and supersedes all prior written and oral agreements, understandings, or
communications with respect to the subject matter of this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.

COMPANY                                 EXECUTIVE


By:                                     By:
    ---------------------------------       ------------------------------------
    Signature                               Signature

Print Name:                             Print Name: EMILY J. PIETRZAK
            -------------------------


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