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                                                                    Exhibit 10.9

                                                                  Execution Copy

                              EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of December
29, 2005, by and between AVETA INC., a Delaware corporation (the "Company"), and
TIMOTHY J. O DONNELL ("Executive").

          WHEREAS, Executive has expertise in operating health plans authorized
pursuant to the Medicare Advantage program and in risk adjustment, medical
network operations and administration (including plan design, pricing,
utilization and quality control);

          WHEREAS, the Company and related entities operate or intend to operate
various businesses (collectively, the "Business" and each element of the
foregoing, a component of the Business) including (i) a health plan (a "Health
Plan") authorized pursuant to the Medicare Advantage program, (ii) other
companies that (x) operate or manage Health Plan(s), (y) perform or arrange for
medical services for Health Plans (either on a capitated, risk sharing or fee
for service basis) and/or (z) provide services to or on behalf of Health Plans
in the areas of medical management, risk adjustment, medical network operations
or administration; plan design, pricing, utilization or quality control; and

          WHEREAS, the Company wishes to assure itself and related entities of
the services of Executive, and Executive wishes to provide such services, upon
the terms and conditions hereinafter set forth.

          NOW, THEREFORE, in consideration of and in reliance upon the foregoing
and the obligations and agreements contained herein, the Company and Executive
hereby agree as follows:

     1. Term. The term of this Agreement shall commence on the date hereof and
end on October 31, 2009, unless sooner terminated in accordance with this
Agreement (the "Employment Period").

     2. Position. (a) During the Employment Period, Executive shall serve as
President and Chief Executive Officer of the Company. In such position,
Executive shall have such duties and authority of a senior executive in a
similar position as shall be determined from time to time by the Board of
Directors of the Company (the "Board") or the Chairman of the Board. Executive
shall report to the Chairman of the Board.

          (b) During the Employment Period, Executive shall devote his full
business time and best efforts to the business and affairs of the Company and
shall perform his duties and responsibilities hereunder faithfully and
diligently; provided, however, that nothing in this Agreement shall preclude
Executive from engaging in charitable and community affairs, to the extent that
such activities do not inhibit or prohibit the performance of Executive's duties
under this Agreement or conflict in any way with the Business.

     3. Compensation.

          (a) Base Salary. During the Employment Period, the Company shall pay
Executive a base salary (the "Base Salary"), payable in regular installments in
accordance with

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the Company's usual payroll practices, as follows: (i) from the date hereof
through October 31, 2007, at the annual rate of $375,000, (ii) from November 1,
2007 through October 31, 2008, at the annual rate of $400,000, and (iii) from
November 1, 2008 through the end of the term of this Agreement, $425,000.

          (b) Annual Bonus. During the Employment Period, except as otherwise
provided in Sections 3(c), Executive shall be eligible to participate in the
Company's bonus and other incentive compensation plans and programs for the
Company's senior executives at a level commensurate with his position. Executive
shall have the opportunity to earn an annual target bonus measured against
objective financial criteria and personal goals to be determined by the Board
(or a committee thereof) of one hundred percent (100%) of Base Salary. For 2006,
the Executive's target bonus shall be measured against the objective financial
criteria and personal goals described on Attachment 3(b) to this Agreement.

          (c) 2005 Bonus. Executive shall be entitled to receive a minimum cash
bonus, pursuant to Section 3(b) above, on account of, and subject to, his
continued employment with the Company through the end of the calendar year
ending December 31, 2005 equal to four hundred thousand dollars ($400,000)
payable in accordance with the Company's policy for annual bonuses.

     4. Employee Benefits.

          (a) During the Employment Period, Executive shall be entitled to
participate in any employee benefit plan that the Company has adopted or may
adopt, maintain or contribute to for the benefit of its employees, subject to
satisfying the applicable eligibility requirements.

          (b) Executive shall be entitled to receive four weeks of annual paid
vacation, which vacation shall be taken in accordance with the Company's
vacation policy for the Company's senior executives. Executive shall also be
entitled to all paid holidays that the Company makes available to its employees.

     5. Business Expenses. During the Employment Period, reasonable business
expenses incurred by Executive in the performance of his duties hereunder shall
be reimbursed by the Company in accordance with Company policies.

     6. Termination. The Company or Executive may terminate this Agreement prior
to the expiration of the Employment Period under the following circumstances:

          (a) Death. This Agreement shall terminate automatically upon
Executive's death.

          (b) Total Disability. The Company may terminate this Agreement at any
time after Executive becomes Disabled. For purposes of this Agreement, Executive
shall be deemed "Disabled" upon Executive's inability to perform the duties and
responsibilities contemplated under this Agreement for a period of more than 90
consecutive days, or for an aggregate of 120 days during any 12 month period,
due to physical or mental incapacity or impairment, as determined in good faith
by the Company. Such termination shall become effective five days after the
Company gives notice of such termination to Executive.


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          (c) Termination by the Company without Cause. The Company may
terminate this Agreement at any time and for any reason or no reason upon
written notice to Executive.

          (d) Termination by the Company for Cause. The Company may terminate
this Agreement for Cause at any time after providing written notice to
Executive. For purposes of this Agreement, the term "Cause" shall mean any of
the following, as determined in good faith and on a reasonable basis by the
Company: (i) perpetration by Executive of malfeasance, misappropriation, fraud
or gross misconduct against or affecting the Company, or any of its parents,
subsidiaries, affiliates or successors (collectively, the "Company Group") or
any customer, client, agent or employee of the Company Group; (ii) any grossly
negligent, willful or intentional act by Executive that could reasonably be
expected to materially injure the reputation, business or business relationships
of any member of the Company Group; (iii) conviction of, or entry of a pleading
of guilty or no contest by, Executive with respect to a felony or other crime
involving moral turpitude, fraud or dishonesty; (iv) the neglect or failure or
refusal of Executive to perform in any material respect the duties hereunder;
(v) the breach of any covenant set forth in Sections 8, 9 or 10 hereof; or (vi)
any other material breach of this Agreement; provided, however, that in the
circumstances described in clauses (iv) or (vi) of this Section 6(d), Executive
has failed to cure such neglect, failure, refusal or breach within 10 days after
the receipt of written notice thereof describing in reasonable detail such
neglect, failure, refusal or breach and stating that such notice is being
delivered pursuant to this section.

          (e) Termination by Executive for Good Reason. Executive may terminate
this Agreement for Good Reason upon 60 days' written notice to the Company,
unless such events are corrected in all material respects by the Company within
30 days following written notification by Executive to the Company, provided
that such notice is given within 90 days of Executive's discovery of the Good
Reason event. "Good Reason" shall mean, without the express written consent of
Executive, the occurrence of any of the following events:

          (i) Executive shall (except temporarily during any period of
     disability or incapacity) cease to have a position, duties,
     responsibilities, authorities or titles consistent with that of Chief
     Executive Officer of the Company or any assignment to Executive of duties
     or responsibilities not commensurate with Executive's position as the Chief
     Executive Officer of the Company;

          (ii) any purported termination by the Company of Executive's
     employment which is not effectuated pursuant the express terms and
     provisions hereof;

          (iii) Executive shall cease to be a director of the Company, other
     than as a result of his voluntary resignation;

          (iv) the imposition of a requirement for the relocation of the
     Executive to a facility or a location more than fifty (50) miles from the
     Company's current headquarters location in Fort Lee, New Jersey ;

          (v) a reduction by the Company in Executive's Base Salary (unless
     there is a reduction of compensation applicable to senior executives
     generally); or

          (vi) a material breach by the Company of any provisions of this
     Agreement.


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     7. Compensation Following and Effects of Termination Prior to October 31,
2009. In the event that this Agreement is terminated prior to October 31, 2009,
Executive shall be entitled to the following compensation and benefits upon such
termination:

          (a) Termination by Reason of Death or Disability. In the event that
this Agreement is terminated pursuant to Sections 6(a) or (b), the Company shall
pay the following amounts to Executive within five business days of such
termination (or, in the case of payments under Section 7(a)(iii) below, when
provided under the applicable plan, policy or practice):

               (i) any accrued but unpaid Base Salary (as determined pursuant to
Section 3(a) hereof) for services rendered to the date of termination;

               (ii) any accrued but unpaid expenses required to be reimbursed
pursuant to Section 5 hereof; and

               (iii) all other benefits, if any due Executive following
Executive's termination for death or Disability in accordance with the plans,
policies and practices of the Company.

          (b) Termination by the Company without Cause. In the event that
Executive's employment is terminated by the Company pursuant to Section 6(c),
the Company shall pay the following amounts to Executive within five business
days of the termination (or, in the case of payments under Section 7(b)(iv)
below, when provided under the applicable plan, policy or practice):

               (i) any accrued but unpaid Base Salary (as determined pursuant to
Section 3(a) hereof) for services rendered to the date of termination;

               (ii) any accrued but unpaid expenses required to be reimbursed
pursuant to Section 5 hereof;

               (iii) a lump sum payment equal to 12 times the Base Salary
payable for the month in which such termination occurred; and

               (iv) all other benefits, if any due Executive following
Executive's termination without Cause in accordance with the plans, policies and
practices of the Company.

          (c) Termination by the Company for Cause or as a result of resignation
of Executive. In the event that this Agreement is terminated by the Company for
Cause pursuant to Section 6(d) or as a result of resignation of Executive, the
Company shall pay the following amounts to Executive within five business days
of such termination (or, in the case of payments under Section 7(c)(iii) below,
when provided under the applicable plan, policy or practice):

               (i) any accrued but unpaid Base Salary (as determined pursuant to
Section 3(a) hereof) for services rendered to the date of termination;


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               (ii) any accrued but unpaid expenses required to be reimbursed
pursuant to Section 5 hereof; and

               (iii) all other benefits, if any due Executive following
Executive's termination for Cause or voluntary resignation in accordance with
the plans, policies and practices of the Company.

          (d) No Other Benefits or Compensation. Except as provided in this
Section 7, Executive shall not have any right to receive any other compensation
or payment, or to participate in any other plan, arrangement or benefit, with
respect to any future period after such termination.

          (e) Release. Any and all amounts payable and benefits or additional
rights provided to Executive upon termination of employment shall only be
payable if Executive delivers to the Company and does not revoke a general
release of all claims reasonably acceptable to the Company and to the Executive.

     8. Restrictive Covenants.

          (a) Proprietary Information. Executive acknowledges that the Company
will give Executive access to and use of Proprietary Information and
Confidential Records (as those terms are defined below) of members of the
Company Group. In consideration of being granted such access and use, Executive
covenants that he shall not during the Employment Period or at any time
thereafter, directly or indirectly, use for his own purpose or for the benefit
of any individual or entity other than any member of the Company Group, nor
otherwise disclose to any individual or entity, any Proprietary Information of
which Executive has knowledge, unless such disclosure has been specifically
authorized in writing by an officer of the Company or is required by law.
Executive acknowledges and understands that the term "Proprietary Information"
shall mean: (i) all inventions, know-how, technology, formulas, designs,
software, programs, algorithms, products, systems, applications, processes,
procedures, methods and improvements and enhancements, and all related
documentation, whether or not patentable, copyrightable or entitled to other
forms of protection, utilized by any member of the Company Group or which are
directly related to the Business; (ii) the name and/or address of any customer
or vendor of any member of the Company Group or any information concerning the
transactions or relations of any customer or vendor of any member of the Company
Group with any member of the Company Group, or any of their stockholders,
members, principals, directors, officers, employees or agents; (iii) any
financial information relating to any member of the Company Group and their
respective businesses, including, without limitation, information relating to
pricing or marketing methods, sales margins, cost or source of materials,
supplies or goods, capital structure, operating results or borrowing
arrangements; (iv) any information which is generally regarded as confidential
or proprietary in any line of business engaged in by any member of the Company
Group; (v) any business plans, budgets, advertising or marketing plans of any
member of the Company Group; (vi) any information contained in any of the
written or verbal policies and procedures or manuals of any member of the
Company Group; (vii) any information belonging to customers, vendors or
affiliates of any member of the Company Group or any other individual or entity
which any member of the Company Group has agreed to hold in confidence; and
(viii) all written, graphic and other material (in any medium whether in
writing,


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on magnetic tape or in electronic or other form) containing any of the
foregoing. Executive acknowledges and understands that information that is not
novel or is not copyrighted, trademarked or patented, or eligible for such or
any other protection, may nonetheless be Proprietary Information. The term
"Proprietary Information" shall NOT include information generally available to
the public.

          (b) Confidentiality and Surrender of Records. Executive shall not
during the Employment Period or at any time thereafter (irrespective of the
circumstances under which this Agreement terminates), except as required by law
or as is necessary for the performance of Executive's duties under this
Agreement, and only upon prior written notice thereof to the Company, directly
or indirectly, publish, make known or in any manner disclose any Confidential
Records to, or permit any inspection or copying of Confidential Records by, any
individual or entity. Executive shall not retain, and shall deliver promptly to
the Company, all copies of any of the same following termination of this
Agreement for any reason or upon request by the Company. For purposes of this
Section 8, "Confidential Records" means, without limitation, all correspondence,
memoranda, files, manuals, books, lists, financial, operating or marketing
records and customer and vendor records containing any Proprietary Information
(in any medium whether in writing, on magnetic tape or in electronic or other
form) or equipment of any kind which may be in Executive's possession or under
their control or accessible to Executive. All Confidential Records shall be and
remain the sole and exclusive property of the Company during the Employment
Period and thereafter.

          (c) Noncompetition; Nonsolicitation, Etc.. (i) Executive will be a key
representative of the Company and the Company Group and will possess unique
knowledge of the Company Group and its operations. The future prospects of the
Company Group are dependent in significant part on Executive's knowledge,
contacts and efforts and in the course of Executive's employment relationship
Executive will represent the Company Group in its dealings with payors,
providers, customers, suppliers and employees, and the competitive survival and
goodwill of the Company Group will be dependent upon its maintaining favorable
relations with payors, providers, customers, suppliers and employees. The
provisions contained in this Section 8(c) are required to preserve such future
prospects. Except as provided below, during the Employment Period and for a
period of 12 months thereafter (the "Restricted Period"), Executive shall not
without the prior written consent of the Board, either directly, indirectly,
separately or in association with others:

          (A) engage in the operation of or have any financial interest in
          (whether as an officer, employee, partner, owner, lender, shareholder,
          member, operator, consultant or otherwise) any person, firm,
          corporation or business that itself engages in, or through a
          subsidiary or affiliate engages in, any element of the Business in the
          Commonwealth of Puerto Rico or in any county in the United States in
          which a member of the Company Group operates or has applied to operate
          in the Business during the Employment Period; or

          (B) solicit, accept, or conduct, or cause or encourage others to
          solicit, accept or conduct Business with any person who, during the
          Employment Period or the one year period prior to the date hereof was
          a customer or with or to whom the Company or any other member of the
          Company Group made a proposal or offer


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          as a potential provider to, customer of, or payor to, the Company or
          any other member of the Company Group; or

          (C) employ, attempt to employ, or cause or encourage others to employ
          or interfere, or otherwise interfere or attempt to interfere, with the
          employment, contractual or other business relationships between the
          Company or any other member of the Company Group, on the one hand, and
          any of its officers, managers, partners, directors, employees,
          customers, providers, payors, suppliers or agents, on the other hand;
          or

          (D) directly or indirectly advise or encourage any director, officer,
          manager, employee, agent, consultant or representative or client of,
          or vendor or supplier to the Company or any other member of the
          Company Group to terminate his, her or its relationship with the
          Company or any other member of the Company Group or to reduce the
          amount of business it does with the Company or any other or any other
          member of the Company Group.

          (ii) Miscellaneous.

          (A) Nothing in this Agreement shall prohibit Executive from owning
          five percent (5%) or less of the issued and outstanding securities of
          a company which is engaged in the Business whose securities are listed
          on a national securities exchange or listed on the NASDAQ National
          Market System.

          (B) If any portion of the covenants set forth in this Section 8(c)
          above shall be held unreasonable because of the term, geographic
          zones, activities or services, or other matters covered thereby, the
          covenants shall nevertheless be enforced in such reduced scope or form
          as may be determined by an arbitrator.

          (C) Executive acknowledge that the Company would not enter into this
          employment relationship without the assurance that Executive will not
          engage in any of the activities prohibited by this Sections 8(c) for
          the periods set forth herein.

          (D) Executive agree to restrict his actions as provided for in this
          Section 8(c) and further acknowledge that the scope and duration of
          the restrictions set forth in this Section 8(c) are reasonable in
          light of the specific nature and duration of the employment
          relationship and the payments Executive are receiving pursuant to the
          terms of this Agreement, which payments benefit Executive directly.

          (E) For purposes of any provision of this Section 8(c), "directly or
          indirectly" means in Executive's individual capacity for Executive's
          own benefit or for the benefit of any other person, or as a
          shareholder, partner, member or other principal, officer, director,
          trustee, manager, employee, agent or consultant of or to any person
          whatsoever.

          (F) Executive acknowledges and agrees that, by virtue of Executive's
          position, services and access to and use of Confidential Records or
          Proprietary


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          Information (defined above), any violation by Executive of any of the
          undertakings contained in this Section 8(c) would cause the Company
          and other members of the Company Group immediate, substantial and
          irreparable injury for which they have no adequate remedy at law.
          Accordingly, Executive agree that in the event of Executive's breach
          or threatened breach of any said undertakings, the Company and other
          members of the Company Group will be entitled to temporary and
          permanent injunctive relief in any court of competent jurisdiction
          (without the need to post bond and without proving that damages would
          be inadequate).

          (G) The rights and remedies provided for in this Section 8(c) are
          cumulative and shall be in addition to rights and remedies otherwise
          available to the parties hereunder or under any other agreement or
          applicable law. If the final judgment of an arbitrator declares that
          any provision of this Section 8(c) is invalid or unenforceable, the
          parties hereto agree that the arbitrator making the determination of
          invalidity or unenforceability shall have the power, and is hereby
          directed, to reduce the scope, duration or area of the provision, to
          delete specific words or phrases and to replace any invalid or
          unenforceable provision with a provision that is valid and enforceable
          and that comes closest to expressing the intention of the invalid or
          unenforceable provision, and the provisions of this Section 8(c) shall
          be enforceable as so modified.

          (iii) Executive understands that the provisions of this Section 8(c)
          may limit Executive's ability to earn a livelihood in a business
          similar to the Business but nevertheless agrees and hereby
          acknowledges that the consideration provided under this Agreement is
          sufficient to justify the restrictions contained in such provisions.
          In consideration thereof and in light of Executive's education, skills
          and abilities, Executive agrees that Executive will not assert in any
          forum that such provisions prevent Executive from earning a living or
          otherwise are void or unenforceable or should be held void or
          unenforceable.

     9. Developments the Property of the Company. All discoveries, inventions,
ideas, technology, formulas, designs, software, programs, algorithms, products,
systems, applications, processes, procedures, methods and improvements and
enhancements conceived, developed or otherwise made or created or otherwise
produced by Executive at any time, alone or with others, and relating or useful
to the Business, whether or not subject to patent, copyright or other protection
and whether or not reduced to tangible form, during the Employment Period
("Developments"), shall be the sole and exclusive property of the Company.
Executive agrees to, and hereby does, assign to the Company, without any further
consideration, all Executive's right, title and interest throughout the world in
and to all Developments. Executive agrees that all such Developments that are
copyrightable may constitute works made for hire under the copyright laws of the
United States and, as such, acknowledge that the Company is the author of such
Developments and owns all of the rights comprised in the copyright of such
Developments and Executive hereby assigns to the Company without any further
consideration all of the rights comprised in the copyright and other proprietary
rights Executive may have in any such Development to the extent that it might
not be considered a work made for hire. Executive shall make and maintain
adequate and current written records of all Developments and shall disclose all
Developments promptly, fully and in writing to the Company promptly after
development of


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the same, and at any time upon request; provided, however, that Developments
excluded under the preceding sentence shall be received by the Company in
confidence. Furthermore, Executive hereby irrevocably constitutes and appoints
the Company and any officer, employee or agent thereof, with full power of
substitution, as Executive's true and lawful attorney-in-fact with full
irrevocable power and authority to take all appropriate action and to execute
any and all such assignments and other documents necessary to effectuate the
foregoing. Executive hereby agrees to execute and deliver to the Company such
documents and instruments as the Company may reasonably request from time to
time to effectuate the purposes of this section. With respect to Developments
that are not owned by or assigned to the Company pursuant to this Section 9,
Executive hereby agrees that the Company shall have, and Executive hereby grants
to the Company, a perpetual, worldwide, irrevocable, royalty-free, fully
paid-up, exclusive license to use for any and all purposes and in any manner any
such Developments that are within the scope of the Company's actual and
anticipated business.

     10. Cooperation. Executive shall, during the Employment Period and
thereafter, at the reasonable request of the Company, fully cooperate with any
member of the Company Group in connection with the prosecution or defense of any
claim, action, arbitration, suit or proceeding (each a "Claim") against or by a
third party relating to any member of the Company Group or Executive or the
performance of its or Executive's services hereunder or as an officer of any
member of the Company Group, including, without limitation, providing access to
Executive's files and records that are relevant to such Claim, and appearing as
a witness in any such Claim. In such event, Executive by the Company for his
reasonable out of pocket expenses and shall be paid a reasonable fee for his
services by the Company. During the Employment Period and thereafter, Executive
agrees to give the Company notice of any such Claim by a third party promptly
after receipt of any notice given in connection therewith to Executive by a
party other than the Company.

     11. Notices. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given if delivered personally, if delivered by
overnight courier service, if sent by facsimile transmission or if mailed by
United States registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses or sent via facsimile to the respective
facsimile numbers, as the case may be, as set forth below, or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt; provided, however, that (a) notices sent by personal delivery or
overnight courier shall be deemed given when delivered; (b) notices sent by
facsimile transmission shall be deemed given upon the sender's receipt of
confirmation of complete transmission, and (c) notices sent by United States
registered mail shall be deemed given two days after the date of deposit in the
United States mail.

          If to Executive, to:

          Timothy J.O Donnell
          c/o Aveta Inc.
          411 Hackensack Avenue, 7th Floor
          Hackensack, N.J. 07601


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          Telecopy: 201-346-8410

          If to the Company to:

          Aveta Inc.
          411 Hackensack Avenue, 7th Floor
          Hackensack, N.J. 07601
          Attention: General Counsel
          Telecopy: 201-346-8410

     12. Arbitration. Any dispute, controversy or claim arising under or in
connection with this Agreement or Executive's employment with the Company, other
than injunctive relief under Section 8 hereof, shall be settled exclusively by
arbitration, conducted before a single arbitrator in New York, New York in
accordance with the National Rules for the Resolution of Employment Disputes of
the American Arbitration Association then in effect. The decision of the
arbitrator will be final and binding upon the parties hereto. Judgment may be
entered on the arbitrator's award in any court having jurisdiction. The parties
acknowledge and agree that if the Executive is the prevailing party in any
arbitration, as determined by the arbitrator, he shall be entitled to receive
his reasonable attorneys' fees, costs of arbitration and other expenses incurred
in connection with the arbitration from the Company promptly upon presentment of
appropriate documentation. The arbitrator shall not have the authority to award
punitive or exemplary damages.

     13. Assignment. Executive shall not have the right to assign his interest
in this Agreement, any rights under this Agreement or any duties imposed under
this Agreement. This Agreement may be assigned by the Company to any successor
in interest to substantially all of the business operations of the Company. Such
assignment shall become effective when the Company notifies Executive of such
assignment or at such later date as may be specified in such notice. Upon such
assignment, the rights and obligations of the Company hereunder shall become the
rights and obligations of such successor company, provided that any assignee
expressly assumes the obligations, rights and privileges of this Agreement.

     14. Complete Understanding; Amendment; Waiver. This Agreement constitutes
the complete understanding between the parties with respect to the engagement of
Executive and supersedes all other prior agreements and understandings, both
written and verbal, between the parties with respect to the subject matter
hereof, and no statement, representation, warranty or covenant has been made by
either party with respect thereto except as expressly set forth herein. All
prior employment, consulting or other agreements between any member of the
Company Group and Executive with respect to the performance of any services by
Executive to any member of the Company Group (including, without limitation, the
Amended and Restated Consulting Agreement by and among Aveta Health, Inc. and
Executive dated as of November 1, 2004) or the payment of any royalties, license
fees or other similar fees to Executive, are hereby terminated. This Agreement
shall not be altered, modified, amended or terminated except by a written
instrument signed by each of the parties hereto. Any waiver of any term or
provision hereof, or of the application of any such term or provision to any
circumstances, shall be in writing signed by the party charged with giving such
waiver. Waiver by any party hereto of any


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breach hereunder by the other parties shall not operate as a waiver of any other
breach, whether similar to or different from the breach waived. No delay on the
part of the Company or Executive in the exercise of any of their respective
rights or remedies shall operate as a waiver thereof, and no single or partial
exercise by the Company or Executive of any such right or remedy shall preclude
other or further exercise thereof. Any provision in this Agreement (or any
agreement or arrangement referenced herein) that is inconsistent with the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended
(the "Code"), including the timing of any payment, shall be deemed to be amended
to comply with Section 409A of the Code in the manner most favorable to
Executive (other than the requirement to pay a lump sum if a lump sum is not
otherwise provided for in this Agreement, applicable plan or document).

     15. Severability. If any provision of this Agreement or the application of
any such provision to any party or circumstances shall be determined by any
arbitrator to be invalid or unenforceable to any extent, the remainder of this
Agreement, or the application of such provision to such person or circumstances
other than those to which it is so determined to be invalid or unenforceable,
shall not be affected thereby, and each provision hereof shall be enforced to
the fullest extent permitted by law. To the extent that an arbitrator determines
that Executive breached any undertaking in Section 8, 9 or 10 hereof, the
Company's obligations to make payments hereunder shall immediately cease,
provided that the Company shall be liable for such payments in the event that
the determination of such arbitrator is overturned or reversed by any higher
arbitrator. If the final judgment of an arbitrator declares that any provision
of this Agreement, including, without limitation, any provision of Section 8, 9
or 10 hereof, is invalid or unenforceable, the parties hereto agree that the
arbitrator making the determination of invalidity or unenforceability shall have
the power, and is hereby directed, to reduce the scope, duration or area of the
provision, to delete specific words or phrases and to replace any invalid or
unenforceable provision with a provision that is valid and enforceable and that
comes closest to expressing the intention of the invalid or unenforceable
provision, and this Agreement shall be enforceable as so modified.

     16. Survivability. The provisions of this Agreement which by their terms
call for performance subsequent to termination of this Agreement, shall so
survive such termination.

     17. Governing Law; Consent to Jurisdiction. This Agreement shall be
governed by and construed under the Laws of the State of New York (without
regard to the conflict of law principles thereof). Each of the parties hereto
irrevocably agrees that any legal action or proceeding for recognition and
enforcement of any judgment in respect hereof shall be brought and determined in
the United States District Court for the Southern District of New York or if
such legal action or proceeding may not be brought in such court for
jurisdictional purposes, in the Supreme Court of New York.

     18. Titles and Captions. All paragraph titles or captions in this Agreement
are for convenience only and in no way define, limit, extend or describe the
scope or intent of any provision hereof.

     19. Withholding Taxes. The Company may withhold from any amounts payable
under this Agreement such Federal, state and local taxes as may be required to
be withheld pursuant to any applicable law or regulation.


                                  Page 11 of 13

<PAGE>

     20. Acknowledgment. The parties executing this Agreement acknowledge that
they have read this Agreement in detail and fully understand and accept every
provision and covenant the same.

     21. 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.

     22. Acceptance. Executive hereby represents that his performance and
execution of this Agreement does not and will not constitute a breach of any
agreement or arrangement to which he is a party or is otherwise bound,
including, without limitation, any noncompetition or employment agreement.

     IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Employment Agreement as of the date first above written.

AVETA INC.


By: /s/ Joseph Mark
    ---------------------------------


TIMOTHY J. O DONNELL

/s/ Timothy J. O Donnell
-------------------------------------
Timothy J. O Donnell


                                  Page 12 of 13

<PAGE>

                                                                       Exhibit A

                                [Form of Release]


                                  Page 13 of 13