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                                                                   Exhibit 10.14

                  EMPLOYMENT, CONFIDENTIALITY, NON-COMPETITION
                             AND SEVERANCE AGREEMENT

          THIS EMPLOYMENT, CONFIDENTIALITY, NON-COMPETITION AND SEVERANCE
AGREEMENT (the "Agreement") dated as of November 18, 2002 is made and entered
into by and between AmericasDoctor, Inc., a Delaware corporation (the
"Company"), and Carl Derenfeld (the "Employee").

          WHEREAS, the Company wishes to retain the services of the Employee as
a key employee of the Company who is expected to make major contributions to the
short- and long-term profitability, growth and financial strength of the
Company; and

          WHEREAS, Company and Employee believe that it is in their respective
best interests to enter into and deliver this Agreement; and

          WHEREAS, the Employee acknowledges that in the course of his
employment by the Company, he will or may have access to and become informed of
the Company's confidential information and will frequently come into contact
with the Company's customers (including, without limitation, its investigative
research sites) and accounts such that the Employee will influence the business
and relationships between the Company and its customers and accounts; and

          WHEREAS, the Employee has agreed to certain confidentiality,
non-solicitation, non-competition, and severance agreements; and in
consideration for such agreements, the Company has agreed to pay the Employee
termination payments upon severance of the Employee's employment hereunder; and

          NOW, THEREFORE, the Company and the Employee agree as follows:

1.   Certain Defined Terms. In addition to terms defined elsewhere herein, the
     following terms have the following meanings when used in this Agreement
     with initial capital letters:

     (a)  "Board" means the Board of Directors of the Company.

     (b)  "Cause," when used in the phrase "for cause" or "without cause" means:

          (i)  the willful and continued failure by Employee to substantially
               perform his duties hereunder (other than any such failure
               resulting from Employee's incapacity due to Disability);

          (ii) engagement by the Employee in misconduct or gross negligence
               which is materially injurious to the Company, monetarily or
               otherwise;

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          (iii)  a willful act by the Employee of dishonesty, fraud,
                 embezzlement or theft in connection with his duties or in the
                 course of his employment with the Company or any Subsidiary;

          (iv)   a willful appropriation of a material business opportunity of
                 the Company or any Subsidiary, including securing any personal
                 profit in connection with any transaction entered into on
                 behalf of the Company or any Subsidiary, and which
                 appropriation causes the Company or any Subsidiary to incur
                 ascertainable damages;

          (v)    willful damage by the Employee to property of the Company or
                 any Subsidiary;

          (vi)   breach of Section 11, 12 or Section 13 hereof;

          (vii)  material breach of this Agreement;

          (viii) the conviction of, or the entering of a guilty plea or plea of
                 no contest with respect to, a felony involving fraud, theft or
                 the equivalent thereof, or any other crime involving fraud or
                 theft (but in each case only if such fraud, theft or similar
                 crime relates to the business of the Company or a Subsidiary)
                 with respect to which imprisonment for more than one (1) year
                 is a possible punishment.

     (c)  "Disabled" means the Employee's incapacity due to physical or mental
          condition to perform the essential functions of Employee's duties,
          with or without reasonable accommodation, on a full-time basis for six
          consecutive months unless the Employee returns to the full-time
          performance of the Employee's duties for a period of at least three
          consecutive months no later than 30 days after the Company has given
          the Employee a notice of termination. If the Employee disagrees with a
          determination to terminate him because the Company believes he is
          Disabled, the Company and the Employee, or in the event of the
          Employee's incapacity to designate a doctor, the Employee's legal
          representative, together shall choose a qualified medical doctor who
          shall determine whether the Employee is Disabled. If the Company and
          the Employee cannot agree on the choice of a qualified medical doctor,
          then the Company and the Employee each shall choose a qualified
          medical doctor and the two doctors together shall choose a third
          qualified medical doctor, who shall determine whether the Employee is
          Disabled. The determination of the chosen qualified medical doctor as
          to whether the Employee is Disabled shall be binding upon the Company
          and the Employee unless such determination is clearly made in bad
          faith.

     (d)  "Involuntary Termination" means the occurrence of any of the
          following: (i) the Company gives written notice to the Employee that
          the Company intends to terminate the Agreement, (ii) the Company
          reduces the Employee's base salary as set forth in Section 5, unless
          such reduction in base salary is part of a reduction applicable
          generally to senior Employees of the Company, or (iii) unless

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          otherwise agreed by the Employee, the Company relocates the Employee
          or his offices or the principal place where he is required to perform
          his duties hereunder farther than 50 miles from Gurnee, Illinois or
          such other place as the Company's principal Employee offices may, from
          time to time, be located.

     (e)  "Restricted Business" means (i) any business or division of a business
          which consists of providing services to investigative sites and to
          their customers in connection with clinical research and development,
          patient recruitment and persistency, training and quality assurance
          for clinical research, (ii) any business or division of a business
          which provides marketing or clinical research services to
          pharmaceutical companies, (iii) any business of a kind in whole or in
          part similar to that heretofore or hereafter engaged in by the Company
          or any Subsidiary, and (iv) any other principal line of business
          developed or acquired by the Company or its affiliates.

     (f)  "Subsidiary" means an entity in which the Company directly or
          indirectly beneficially owns 50% or more of the outstanding Voting
          Stock.

     (g)  "Termination Date" means the date on which the Employee's employment
          is terminated (the effective date of which shall be the date of
          termination).

     (h)  "Voluntary Termination" means the occurrence of any of the following:
          (i) the date two weeks after the Employee gives written notice to the
          Company that the Employee intends to terminate this Agreement or if
          later, the date specified in such written notice, (ii) the Employee
          dies or (iii) the Employee becomes Disabled.

     (i)  "Voting Stock" means securities entitled to vote generally in the
          election of directors.

2.   Term.

     (a)  This Agreement shall be for a term that commences on the date this
          Agreement is approved by the Board ("Effective Date") and, subject to
          any benefit continuation requirements of applicable laws, expires on
          the earliest of (i) an Involuntary Termination, or (ii) a Voluntary
          Termination. For purposes of this Agreement, any reference to the
          "term" of this Agreement includes the original term and any extension
          thereof.

     (b)  The provisions of Sections 11, 12, and 13 survive termination of this
          Agreement for any reason, unless otherwise agreed to in a writing
          signed by Employee and the Chief Executive Officer of the Company.

3.   Employment. The Company hereby agrees to employ the Employee, and the
     Employee hereby agrees to be employed by the Company, upon the terms and
     conditions herein set forth.

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4.   Duties of the Employee. The Employee shall serve as the Company's Vice
     President, Patient Recruitment. The Employee shall report directly to the
     Company's Chief Executive Officer, or to another Corporate Officer as
     designated by the Board, and have such duties as the Chief Executive
     Officer and the Board may from time to time prescribe. The Employee shall
     devote his full time and best efforts to the Company's business of
     providing services to investigative sites and to their customers in
     connection with clinical research and development and providing services
     for any other related duties and responsibilities that may from time to
     time be prescribed by the Chief Executive Officer or the Board; so long as
     it does not interfere with the Employee's employment hereunder, the
     Employee may serve as an officer, director or otherwise participate in
     educational, welfare, social, religious and civic organizations. The
     Employee represents that he is not under a restrictive covenant,
     non-competition agreement, confidentiality agreement or other agreement or
     obligation that might prohibit Employee from being employed by the Company
     or from performing the duties contemplated in this Section 4.

5.   Compensation.

     (a)  The Company shall pay the Employee a gross base salary of $175,000.00
          per annum, which base salary the Board may adjust from time to time,
          payable at the times and in the manner consistent with the Company's
          general policies regarding compensation of senior Employees. Such base
          salary includes any salary reduction contributions to (i) any
          Company-sponsored plan (the "401(k) Plan") that includes a
          cash-or-deferred arrangement under Section 401(k) of the Internal
          Revenue Code of 1986, as amended (the "Code"), (ii) any other
          Company-sponsored plan of deferred compensation or (iii) any
          Company-sponsored "cafeteria plan" under Section 125 of the Code.
          Additionally, The Employee will qualify for either the Executive Bonus
          Program or the VP, Patient Recruitment Commission Plan based on net
          revenue. Should net revenues be less than $6,000,000, Employee will be
          eligible for a bonus of up to 30% of base salary. Should net revenues
          exceed $6,000,000, Employee will be eligible for the Commission
          Program. This program will be detailed under separate cover and is
          subject to annual review by the Board of Directors for modification at
          their discretion.

     (b)  Subject to the requirements of applicable law, the Company will grant
          to Employee under the Company's Amended and Restated 1996 Employee
          Stock Option Plan (the "Plan") stock options exercisable to purchase
          up to 100,000 shares of the Company's Class A Common Stock, par value
          $.001 per share (the "Class A Common Stock") at an exercise price
          equal to the fair market value of the stock on the date of grant. All
          of the foregoing options would become exercisable to the extent of 25%
          of the shares covered by the option on the first anniversary of the
          date of grant and the remaining 75% of the shares covered by the
          option would vest in equal installments at the end of each of the
          following twelve fiscal quarters of the Company. To the extent
          permitted by applicable law and the terms and conditions of the Plan,
          the above-referenced stock options shall be "incentive stock options"
          as that term is defined under Section 422 of the Code and any
          remaining stock options shall be non-qualified stock options.

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6.   Benefits. The Company shall make available to the Employee, subject to the
     terms and conditions of the applicable plans, including without limitation
     the eligibility rules, participation for the Employee and his eligible
     dependents in the Company-sponsored employee benefit plans or arrangements
     and such other usual and customary benefits now or hereafter generally
     available to employees of the Company and such benefits and perquisites as
     may be from time to time made available to Employees of the Company.

7.   Expenses. The Company shall pay or reimburse the Employee, in accordance
     with the general policies of the Company, for reasonable and necessary
     expenses incurred by the Employee in connection with his duties on behalf
     of the Company.

8.   Place of Performance. In connection with his employment by the Company,
     unless otherwise agreed by the Employee, the Employee shall be based at
     offices located in Gurnee, Illinois or, at the Company's request, such
     other place as the Company's principal Employee offices may, from time to
     time, be located, except for travel reasonably required for Company
     business.

9.   Termination Payments, Vesting and Exercise of Stock Options.

     (a)  If an Involuntary Termination occurs other than for Cause and the
          Employee enters into an agreed-upon general release and settlement
          agreement with the Company, the Company will provide Employee with
          severance of three (3) months base salary at Employee's current
          salary, less applicable payroll taxes, withholdings and other
          deductions and the additional benefits outlined in this paragraph.
          Employee understands and agrees that this payment and the benefits
          described are not required by AmericasDoctor's policies and
          procedures. This payment and the benefits shall be in lieu of and
          discharge any obligations of AmericasDoctor to Employee for
          compensation, wages, bonuses, benefits, stock options, pain and
          suffering, or any other expectation of remuneration or benefit on the
          part of Employee.

          (i)  notwithstanding anything to the contrary in the Employee's stock
               option agreement(s) or certificate(s) or in the stock option
               plan(s) under which Employee's stock options were granted, (A)
               all of the Employee's stock options shall cease vesting as of the
               Termination Date, (B) Employee shall have the right to exercise
               any and all vested stock options at any time not later than 90
               days after the Termination Date and (C) all unvested stock
               options shall be canceled on the Termination Date.
               Notwithstanding the foregoing or anything to the contrary in the
               Employee's stock option agreement(s) or certificate(s) or in the
               stock option plan(s) under which Employee's stock options were
               granted, in the event of an Involuntary Termination other than
               for Cause within two years following a Change in Control, all of
               Employee's stock options shall immediately become 100% vested and
               exercisable.

          (ii) any termination payments hereunder shall not be taken into
               account for purposes of any retirement plan or other benefit plan
               sponsored by the

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               Company, except as otherwise set forth herein or as expressly
               required by such plans or applicable law.

     (b)  If (i) a Voluntary Termination other than due to Employee's death or
          Disability occurs or (ii) an Involuntary Termination for Cause occurs,
          Employee will be entitled to receive his base salary then in effect
          only through the last day of the payroll period in which the
          Termination Date occurs and he will not be entitled to any bonus for
          the fiscal year during which such termination occurs or any subsequent
          fiscal year. Notwithstanding anything to the contrary in the
          Employee's stock option agreement(s) or certificate(s) or in the stock
          option plan(s) under which Employee's stock options were granted, all
          of Employee's stock options shall immediately be canceled.

     (c)  If a Voluntary Termination due to Employee's becoming Disabled during
          the term of this Agreement occurs, then notwithstanding anything to
          the contrary in the Employee's stock option agreement(s) or
          certificate(s) or in the stock option plan(s) under which Employee's
          stock options were granted, Employee shall have a period of one year
          following Employee's Disability to exercise any vested stock options
          and all other stock options shall be immediately canceled.

     (d)  Notwithstanding the foregoing, if the Employee breaches Section 11, 12
          or 13 hereof, any right of the Employee to receive termination
          payments, to have the vesting of his options accelerated or to have
          the period during which he may exercise his options extended under
          this Section 9 shall be forfeited, but without prejudice to any
          exercise of options that may have occurred prior to such forfeit, and
          the Employee shall reimburse the Company in full for all termination
          payments made to the Employee under this Section 9 no later than 30
          days after the Company gives notice of such breach to the Employee.

10.  Benefits Upon Termination. Employee and any dependents will have any
     conversion rights available under the health insurance plans and as
     otherwise provided by law, including the Comprehensive Omnibus Budget
     Reconciliation Act ("COBRA") effective the first of the month following the
     date of termination. Employee further agrees that on the first of the month
     following the date of termination, Employee will be responsible for the
     full insurance premiums for COBRA coverage.

11.  Confidentiality Agreement.

     (a)  The Employee acknowledges that in the course of his employment by the
          Company, he will or may have access to and become informed of
          confidential and secret information that is a competitive asset of the
          Company ("Confidential Information"), including, without limitation,
          (i) the terms of agreements between the Company and its employees,
          customers (including, without limitation, its investigative research
          sites) and suppliers, (ii) pricing strategy, (iii) sales and marketing
          methods, (iv) product development ideas and strategies, (v) personnel
          training and development programs, (vi) financial results, (vii)
          strategic plans and demographic analyses, (viii) proprietary computer
          and systems software and

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          (ix) any non-public information concerning the Company, its employees,
          suppliers and customers. Regardless of any actual or alleged breach by
          the Company of this Agreement, the Employee shall keep all
          Confidential Information in strict confidence and shall not directly
          or indirectly make known, divulge, reveal, furnish, make available or
          use any Confidential Information (except in the course of his regular
          authorized duties on behalf of the Company) until and unless such
          Confidential Information becomes, through no fault of the Employee,
          generally known to the public or the Employee is required by law to
          make disclosure (after giving the Company reasonable notice and an
          opportunity to contest such requirement). The Employee's obligations
          under this Section 11 are in addition to, and not in limitation or
          preemption of, all other obligations of confidentiality which the
          Employee may have to the Company under general legal or equitable
          principles.

     (b)  Except in the ordinary course of the Company's business, the Employee
          has not made and shall never make or cause to be made, any copies,
          pictures, duplicates, facsimiles or other reproductions or recordings
          or any abstracts or summaries including or reflecting Confidential
          Information. All such documents and other property furnished to the
          Employee by the Company or otherwise acquired or developed by the
          Company shall at all times be the property of the Company. Upon a
          Voluntary Termination or Involuntary Termination, the Employee shall
          return to the Company any such documents or other property of the
          Company which are in the possession, custody or control of the
          Employee.

12.  Ownership of Inventions, Discoveries, Improvements, Etc.

     (a)  Employee shall promptly disclose and describe to the Company all
          inventions, improvements, discoveries and technical developments,
          whether or not patentable, made or conceived by Employee, either alone
          or with others, during the term of this Agreement and for a period of
          one (1) year following the Termination Date, and that (i) are based in
          whole or in part upon Confidential Information, or (ii) are along the
          lines of, useful in or related to the Company's business, or (iii)
          result from, or are suggested by, any work that may be done by
          Employee for or on behalf of the Company ("Inventions"). Employee
          hereby assigns and agrees to assign to the Company Employee's entire
          right, title and interest in and to such Inventions, and agrees to
          cooperate with the Company both during and after the term of this
          Agreement in the procurement and maintenance, at the Company's expense
          and at its direction, of patents, copyright registrations and/or
          protection of the Company's rights in such Inventions. Employee shall
          keep and maintain adequate and current written records of all such
          Inventions, which shall be and remain the property of the Company.

     (b)  If a patent application or copyright registration is filed by Employee
          or on Employee's behalf, or a copyright notice indicating Employee's
          authorship is used by Employee or on Employee's behalf, within one (1)
          year after the Termination Date, that describes or identifies any
          Invention within the scope of Employee's work for the Company or that
          otherwise related to a portion of the

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          Company's business (or any division or Subsidiary thereof) of which
          Employee had knowledge during the term of this Agreement, it is to be
          conclusively presumed that the Invention was conceived by the Employee
          during the term of this Agreement. Employee agrees to notify the
          Company promptly of any such application or registration and to assign
          to the Company Employee's entire right, title and interest in such
          Invention and in such application or registration.

     (c)  There is no contract or duty on Employee's part now is existence to
          assign Inventions except in favor of the Company. Employee shall not
          disclose or induce the Company to use any confidential information
          that Employee is either now aware of, or shall become aware of, that
          belongs to a former employer or anyone other than the Company or a
          Subsidiary.

13.  Covenant Not to Compete; No Inducement; No Solicitation. In consideration
     for the Employee's employment hereunder and the Company's providing the
     Employee with confidential information and contacts with the Company's
     customers and accounts, during the term of the Employment Provisions and
     for a period of one year after the Termination Date,

     (a)  The Employee shall not, without the prior written consent of the
          Company (which consent may be withheld for any reason or no reason),
          directly or indirectly or by action in concert with others, own,
          manage, operate, join, control, perform consulting services for, be
          employed by, participate in or be connected with any business,
          enterprise or other entity (or the ownership, management, operation,
          or control of any such business, enterprise or other entity) (a
          "Competing Enterprise") engaged anywhere in the United States or
          Canada in the Restricted Business. Notwithstanding the foregoing,
          Employee may make purely passive investments on behalf of himself, his
          immediate family or any trust in public companies engaged in a
          Competing Enterprise so long as the aggregate interest represented by
          such investments does not exceed 1% of any class of the outstanding
          debt or equity securities of any Competing Enterprise.

     (b)  The Employee shall not, directly or indirectly, in any capacity, on
          his own behalf or on behalf of any other firm, person or entity,
          induce or attempt to induce any customer of the Company (including,
          without limitation, any investigative research site) to cease doing
          business in whole or in part with the Company, solicit the business of
          any such customer for any Restricted Business or otherwise create any
          ill will or negative publicity with respect to the Company.

     (c)  The Employee shall not, directly or indirectly, in any capacity, on
          his own behalf or on behalf of any other firm, person or entity,
          undertake or assist in the solicitation of any Company employee,
          including, without limitation, solicitation of any employee to
          terminate his or her employment with the Company.

     Employee and the Company acknowledge that the nature of the foregoing
     prohibited activities is geographically broad as a result of the expansive
     geographic scope of the Restricted Business and the national scope of
     Employee's duties hereunder.

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14.  Post-Termination Assistance. Employee shall provide such information and
     assistance to the Company as the Company may reasonably request, upon
     reasonable notice, in connection with any litigation in which it or any of
     its affiliates is or may become a party. The Company shall reimburse the
     Employee for any expenses, including travel expenses, incurred by the
     Employee in connection with providing such information and assistance.

15.  Withholding of Taxes. The Company may withhold from any amounts payable
     under this Agreement all federal, state, city or other taxes as the Company
     is required to withhold pursuant to any law or government regulation or
     ruling.

16.  Specific Enforcement. The Employee acknowledges and agrees that a violation
     of Sections 11, 12 or 13 hereof that results in material detriment to the
     Company would cause irreparable harm to the Company, and that the Company's
     remedy at law for any such violation would be inadequate. In recognition of
     the foregoing, the Company shall have the right, in addition to any other
     relief afforded by law or this Agreement, including damages sustained by a
     breach of this Agreement and any forfeitures under Section 9, and without
     any necessity or proof of actual damages, to enforce this Agreement by
     specific remedies, including, among other things, temporary and permanent
     injunctions, it being the understanding of the Company and the Employee
     that damages, the forfeitures described above and injunctions shall all be
     proper modes of relief and shall not be considered alternative remedies.

17.  Notices. For all purposes of this Agreement, all communications, including
     without limitation notices, consents, requests or approvals, required or
     permitted to be given hereunder shall be in writing and shall be deemed to
     have been duly given when hand delivered or dispatched by electronic
     facsimile transmission (with receipt thereof confirmed), or five business
     days after having been mailed by United States registered or certified
     mail, return receipt requested, postage prepaid, or three business days
     after having been sent by a nationally recognized overnight courier service
     (such as Federal Express or UPS) addressed to the Company (to the attention
     of the Secretary of the Company) at its principal Employee office and to
     the Employee at his principal residence, or to such other address as either
     party may have furnished to the other in writing and in accordance
     herewith, except that notices of changes of address shall be effective only
     upon receipt.

18.  Governing Law. The validity, interpretation, construction and performance
     of this Agreement shall be governed by and construed in accordance with the
     substantive laws of the State of Illinois, without giving effect to the
     principles of conflict of laws of such State.

19.  Agreement. This Agreement contains all of the covenants and agreements
     between the parties with respect to such subject matter. Each party to this
     Agreement acknowledges that no representations, inducements, promises, or
     other agreements, orally or otherwise, have been made by any party, or
     anyone acting on behalf of any party, pertaining to the subject matter
     hereof, that are not embodied herein, and that no other agreement,
     statement or promise pertaining to the subject matter hereof that is not
     contained in this Agreement shall be valid or binding on either party.

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20.  Validity. If any provision of this Agreement or the application of any
     provision hereof to any person or circumstances is held invalid,
     unenforceable or otherwise illegal, the remainder of this Agreement and the
     application of such provision to any other person or circumstances shall
     not be affected, and the provision so held to be invalid, unenforceable or
     otherwise illegal shall be reformed to the extent (and only to the extent)
     necessary to make it enforceable, valid or legal.

21.  Miscellaneous. No provision of this Agreement may be modified, waived or
     discharged unless such waiver, modification or discharge is agreed to in
     writing signed by the Employee and the Company. No waiver by either party
     hereto at any time of any breach by the other party hereto 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. Unless otherwise
     noted, references to "Sections" are to sections of this Agreement. The
     captions used in this Agreement are designed for convenient reference only
     and are not to be used for the purpose of interpreting any provision of
     this Agreement.

22.  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
     shall constitute one and the same agreement.

23.  Effective Date. Notwithstanding anything to the contrary herein, this
     Agreement shall not become effective unless and until the Board approves
     this Agreement. Upon receipt of such approval, this Agreement shall become
     immediately effective.

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          IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the date first above written/1/.

                                                 AMERICASDOCTOR, INC.

                                                  /s/ C. Lee Jones
                                                 ------------------------------
                                                 C. Lee Jones
                                                 Chief Executive Officer



                                                  /s/ Carl Derenfeld
                                                 ------------------------------
                                                 By: Carl Derenfeld

_______________

/1/  The validity of execution of this Agreement on behalf of the Company is
subject to the approval of this Agreement by the Board.

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