Exhibit 10.11

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement"), effective as of January 1,
2004, is made and entered by and between Rainier Gonzalez (the "Executive") and
Pacer Health Corporation, a Florida corporation (the "Company").

                                    AGREEMENT

         WHEREAS, the Company desires to engage the Executive to provide
services pursuant to the terms of this Agreement; and

         WHEREAS, the Executive desires to provide such services to the Company
pursuant to the terms of this Agreement;

         NOW, THEREFORE, in consideration of the foregoing and of the
respective
covenants and agreements set forth below, the parties hereto agree as
follows:

         1. Term of Employment. The term of the Executive's employment under
this Agreement shall commence on January 1, 2004 and end on the second
anniversary of such date (the "Term of Employment"). If the Company or the
Executive does not deliver to the other party at least 60 days prior written
notice that the Term of Employment shall end on the second anniversary of the
date hereof, the Term of employment shall automatically continue for an
additional one-year period. At the end of such one year period, the Term of
employment shall automatically continue for successive one year terms unless
either party delivers at least 60 days prior written notice that the Term or
employment shall end at the end of such one-year renewal period.

         2. Duties.

                  (a)      During the Term of Employment, the Executive shall
                           serve as the Chief Executive Officer and Chairman of
                           the Board of the Company with such authority and
                           duties as are generally associated with such
                           positions and as may be assigned to him from time to
                           time by the Board of Directors of the Company that
                           are consistent with such authority and duties. The
                           Executive shall report only to the Board of Directors
                           of the Company.

                  (b)      Except as provided in Section 2(d), Executive shall
                           devote Executive's entire productive time, ability
                           and attention to the business of Company during the
                           Term, and Executive shall not directly or indirectly
                           render any services of business, commercial or
                           professional nature to any other person, firm or
                           corporation, whether for compensation or otherwise,
                           which are in conflict with Company's interests. The
                           Company agrees to use its best efforts to cause the
                           Executive to be elected and continued in office
                           throughout the Term of Employment as a member of the
                           Board of Directors of the Company and as Chairman of
                           the Board of Directors and shall include him in the
                           management slate for election as a Director of the
                           Company at every stockholders' meeting of the Company
                           at which his term as a Director would otherwise
                           expire.

                  (c)      [Reserved]
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                  (d)      Anything herein to the contrary notwithstanding,
                           nothing in this Agreement shall preclude the
                           Executive from (i) serving on the boards of directors
                           of a reasonable number of other corporations or the
                           boards of a reasonable number of trade associations
                           and/or charitable organizations, (ii) engaging in
                           charitable activities and community affairs and (iii)
                           managing his personal investments and affairs,
                           provided that such activities do not materially
                           interfere with the proper performance of his duties
                           and responsibilities under this Agreement.

         3. Compensation and Related Matters.

                  (a)      Salary. During the Term, the Executive shall receive
                           a base salary (the "Base Salary") at the rate of
                           $191,200 per annum. Such Base Salary shall be payable
                           in accordance with the Company's policies in effect
                           from time to time, but in any event no less
                           frequently than monthly. The Executive will initially
                           receive a reduced paid-out amount of the salary as
                           mutually agreed with the Board of Directors with the
                           balance unpaid salary to be deferred. The Board of
                           Directors from time to time may increase, but not
                           decrease, the Base Salary, unless mutually agreed
                           with the Executive.

                  (b)      Bonus. The Executive shall be eligible for an annual
                           bonus in such amount as the Board of Directors may
                           designate. Payment of any annual bonus shall be made
                           at the same time that other senior-level executives
                           receive their bonus but in no event later than 60
                           days following the year to which such bonus relates.

                  (c)      Stock Options Program. Executive shall participate in
                           and be entitled to benefits of the Company Stock
                           Option Program.

                  (d)      Expenses. The Executive is authorized to incur
                           reasonable expenses in carrying out his duties and
                           responsibilities under this Agreement and the Company
                           shall promptly reimburse him for all business
                           expenses incurred in connection therewith, including
                           the use of a cell phone, subject to documentation in
                           accordance with the Company's policy.

                  (e)      Employee Benefits. During the Term of Employment, the
                           Executive shall be entitled to participate in or
                           receive benefits under any and all employee benefit
                           plans, programs and arrangements on terms no less
                           favorable than those generally applicable to senior
                           executives of the Company, subject to and on a basis
                           consistent with the terms, conditions and overall
                           administration of such employee benefit plans,
                           programs and arrangements. The Executive shall also
                           be eligible to participate in the Company's executive
                           perquisites in accordance with the terms and
                           provisions of the arrangements as in effect from time
                           to time for the Company's senior executives.

                  (f)      Car Allowance. The Company shall reimburse the
                           Executive for car expenses at the same level afforded
                           other senior executives.

                  (g)      Vacation. The Executive shall be entitled to three
                           weeks of paid vacation for each 12-month period
                           during the Term of Employment, which shall be taken
                           at such times and

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                           intervals as shall be determined by the Executive,
                           subject to the reasonable business needs of the
                           Company. The Executive shall also be entitled to the
                           paid holidays and other paid leave set forth in the
                           Company's policies, a copy of which has been provided
                           to the Executive. Vacation days and holidays during
                           any year that are not used by the Executive during
                           such year may be used in any subsequent year.

                  (h)      Deductions and Withholdings; Tax Gross-up in Certain
                           Circumstances. All amounts payable or which become
                           payable hereunder shall be subject to all deductions
                           and withholding required by law. Notwithstanding the
                           foregoing, if as a result of the termination of the
                           Executive's employment under this Agreement or a
                           Change of Control (as defined in Clause (i) below)
                           the Executive becomes subject to Section 280G of the
                           Internal Revenue Code (or any successor provision)
                           which imposes an excise tax in respect of the
                           issuance of any payment to the Executive under this
                           Agreement, then the Company shall pay to the
                           Executive, in cash at the time of such termination or
                           Change of Control, a "tax gross-up" equal to the
                           amount of the Executive's tax liability resulting
                           from such excise tax (including any tax on the amount
                           so paid to cover this obligation calculated at the
                           highest marginal federal and state income tax rates).

                           (i)      Change of Control. (A) If any person, other
                                    than the Company or an employee benefit plan
                                    of the Company, acquires directly or
                                    indirectly the Beneficial Ownership (as
                                    defined in Section 13(d) of the Securities
                                    Exchange Act of 1934 as in effect on the
                                    date of this Agreement) of any voting
                                    security of the Company and immediately
                                    after such acquisition such person is,
                                    directly or indirectly, the Beneficial Owner
                                    of voting securities representing 50% or
                                    more of the total voting power of all then
                                    outstanding voting securities of the
                                    Company; (B) The stockholders of the Company
                                    approve a merger, consolidation,
                                    recapitalization or reorganization of the
                                    Company, a reverse stock-split of
                                    outstanding voting securities, or
                                    consummation of any such transaction, other
                                    than any such transaction which would result
                                    in at least 75% of the total voting power
                                    represented by the voting securities of the
                                    surviving entity outstanding immediately
                                    after such transaction being Beneficially
                                    Owned by at least 75% of the holder of
                                    outstanding, voting securities of the
                                    Company immediately prior to such
                                    transaction, with the voting power of each
                                    such continuing holder relative to other
                                    such continuing holders not substantially
                                    altered in the transaction; (C) The
                                    stockholders of the Company approve a plan
                                    of complete liquidation of the Company or an
                                    agreement for the sale or disposition by the
                                    Company of all or a substantial portion of
                                    the Company's assets (i.e., 50% or more of
                                    the total assets of the Company); or (D)
                                    Continuing Directors cease for any reason to
                                    constitute a majority of the Board of
                                    Directors of the Company. For this purpose,
                                    "Continuing Directors" means any member of
                                    the Board of Directors of the Company who is
                                    (I) a member of the Board of Directors on
                                    the date that the Board of Directors is
                                    increased from Six or more members and at
                                    least three new members of the Board of
                                    Directors are elected to fill three new
                                    Board of Directors seats or (II) is
                                    nominated for election or elected to the
                                    Board of Directors of the Company with the
                                    affirmative vote of a majority of the
                                    Continuing Directors who were members of the
                                    Board of Directors of the Company at the
                                    time of such nomination or election.

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         4. Termination of Employment.

                  (a)      Termination Due to Death. In the event the
                           Executive's employment is terminated due to his
                           death, his estate or his beneficiaries, as the case
                           may be, shall be entitled to and their sole remedies
                           under this Agreement shall be:

                           (i)      Base Salary through the date of death which
                                    shall be paid in a single lump sum not later
                                    than 45 days following the Executive's
                                    death;

                           (ii)     the balance of any bonus awarded and earned
                                    but not paid at the time of termination,
                                    which shall be paid in a single lump sum not
                                    later than 45 days following the Executive's
                                    death; and

                           (iii)    other or additional benefits then due or
                                    earned in accordance with applicable plans
                                    and programs of the Company.

                  (b)      Termination Due to Disability. In the event the
                           Executive becomes Disabled (as defined below), the
                           Company may terminate his employment upon notice to
                           that effect. Upon such a termination, the Executive
                           or his representative, as the case may be, shall be
                           entitled to, and their sole remedies under this
                           Agreement shall be:

                           (i)      Base Salary through the date of termination,
                                    which shall be paid in a single lump sum not
                                    later than 45 days following such
                                    termination;

                           (ii)     the balance of any bonus awarded and earned
                                    but not paid at he time of termination,
                                    which shall be paid in a single lump sum not
                                    later than 45 days following the date of
                                    termination; and

                           (iii)    other or additional benefits then due or
                                    earned in accordance with applicable plans
                                    and programs of the Company.

For the purpose of this subsection, the Executive shall have a "Disability" at
such time as he becomes entitled to benefits under the Company's long-term
disability insurance plan as in effect from time to time.

         (c)      Termination by the Company for Cause.

                           (i)      "Cause" shall mean:

                                    (A)      willful and material breach by
                                             Executive of Section 5 or 6 of this
                                             Agreement;

                                    (B)      conviction of the Executive for a
                                             felony or misdemeanor involving
                                             moral turpitude;

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                                    (C)      breach by the Executive of any
                                             alcohol, drug, sexual harassment or
                                             other policy of the Company which
                                             provides for termination of
                                             employment for violation; or

                                    (D)      engagement by the Executive in
                                             conduct that constitutes gross
                                             neglect or willful gross misconduct
                                             in carrying out his duties under
                                             this Agreement

For purposes of this Agreement, an act or failure to act on Executive's part
shall be considered "willful" if it was done or omitted to be done by him not in
good faith, and shall not include any act or failure to act resulting from any
incapacity of Executive.

                           (ii)     In the event the Company terminates the
                                    Executive's employment for Cause, he shall
                                    be entitled to and his sole remedies under
                                    this Agreement shall be:

                                    (A)      Base Salary through the date of the
                                             termination of his employment for
                                             Cause, which shall be paid in a
                                             single lump sum not later than 45
                                             days following the Executive's
                                             termination of employment;

                                    (B)      the balance of any bonus awarded
                                             and earned but not paid at the time
                                             of termination, which shall be paid
                                             in a single lump sum not later than
                                             45 days following the date of
                                             termination; and

                                    (C)      other or additional benefits then
                                             due or earned in accordance with
                                             applicable plans or programs of the
                                             Company.

                  (d)      Termination Without Cause or Constructive Termination
                           Without Cause. In the event the Executive's
                           employment with the Company is terminated without
                           Cause (which termination shall be effective as of the
                           date specified by the Company in a written notice to
                           the Executive), other than due to death or
                           Disability, or in the event there is a Constructive
                           Termination Without Cause (as defined below), the
                           Executive shall be entitled to and his sole remedies
                           under this Agreement shall be:

                           (i)      Base Salary through the date of termination
                                    of the Executive's employment, which shall
                                    be paid in a single lump sum not later than
                                    15 days following the Executive's
                                    termination of employment;

                           (ii)     Base Salary, at the annualized rate in
                                    effect on the date of termination of the
                                    Executive's employment for a period of two
                                    years after the termination of employment
                                    (the "Severance Period") payable in
                                    accordance with the Company's standard
                                    payroll practices;

                           (iii)    the balance of any bonus awarded and earned
                                    but not paid at the time of termination,
                                    which shall be paid in a single lump sum not
                                    later than 45 days following the date of
                                    termination;

<PAGE>

                           (iv)     immediate vesting of all stock options which
                                    are unvested but scheduled to vest during
                                    the Severance Period, all of which will be
                                    exercisable during the Severance Period or
                                    for the remainder of the exercise period, if
                                    less;

                           (v)      continued participation in all medical,
                                    health and life insurance plans at the same
                                    benefit level at which he was participating
                                    on the date of the termination of his
                                    employment until the earlier of:

                                    (A)      the end of the Severance Period; or

                                    (B)      the date, or dates, he receives
                                             equivalent coverage and benefits
                                             under the plans and programs of a
                                             subsequent employer (such coverage
                                             and benefits to be determined on a
                                             coverage-by-coverage, or
                                             benefit-by-benefit, basis);
                                             provided that (1) if the Executive
                                             is precluded from continuing his
                                             participation in any employee
                                             benefit plan or program as provided
                                             in this clause (vi), he shall
                                             receive cash payments equal on an
                                             after-tax basis to the cost to him
                                             of obtaining the benefits provided
                                             under the plan or program in which
                                             he is unable to participate for the
                                             period specified in this clause
                                             (vi), (2) such cost shall be deemed
                                             to be the lowest reasonable cost
                                             that would be incurred by the
                                             Executive in obtaining such benefit
                                             himself on an individual basis, and
                                             (3) payment of such amounts shall
                                             be made quarterly in advance; and

                           (vi)     other or additional benefits then due or
                                    earned in accordance with applicable plans
                                    and programs of the Company.

         "Termination Without Cause" shall mean the Executive's employment is
terminated by the Company for any reason other than Cause (as defined in Section
4(c)) or due to death.

         "Constructive Termination Without Cause" shall mean a termination of
the Executive's employment at his initiative as provided in this Section 4(d)
following the occurrence, without the Executive's written consent, of one or
more of the following events (except as a result of a prior termination):

         (A)      a material diminution or change, adverse to Executive, in
                  Executive's positions, titles, or offices as set forth in
                  Section 2;

         (B)      an assignment of any duties to Executive which are
                  inconsistent with his status as Chief Executive Officer and
                  Chairman of the Board of the Company;

         (C)      any other failure by the Company to perform any material
                  obligation under, or breach by the Company of any material
                  provision of, this Agreement that is not cured within 30 days;
                  or

         (D)      any failure to secure the agreement of any successor
                  corporation or other entity to the Company to fully assume the
                  Company's obligations under this Agreement.

<PAGE>

         (e)      Termination following Non-renewal. In the event that the
                  Company notifies the Executive in writing at least 60 days
                  prior to the expiration of the then current Term of Employment
                  that it is electing to terminate this Agreement at the
                  expiration of the then current Term of Employment and the
                  Executive's employment terminates upon such expiration,
                  whether at the Company's initiative or the Executive's
                  initiative, the Executive shall be entitled to:

                  (i)      Base Salary through the date of termination of the
                           Executive's employment, which shall be paid in a
                           single lump sum not later than 45 days following such
                           termination;

                  (ii)     the balance of any bonus awarded and earned but not
                           paid at the time of termination, which shall be paid
                           in a single lump sum not later than 45 days following
                           the date of termination;

                  (iii)    continued participation in all medical and dental
                           plans at the same benefit level at which he was
                           participating on the date of the termination of his
                           employment until the earlier of:

                           (A)      the end of the Non-renewal Severance Period;
                                    or

                           (B)      the date, or dates, he received equivalent
                                    coverage and benefits under the plans and
                                    programs of a subsequent employer (such
                                    coverage and benefits to be determined on a
                                    coverage-by-coverage, or benefit-by-benefit,
                                    basis); provided that (x) if the Executive
                                    is precluded from continuing his
                                    participation in any employee benefit plan
                                    or program as provided in this clause (iii)
                                    of this Section 4(e), he shall receive cash
                                    payments equal on an after-tax basis to the
                                    cost to him of obtaining the benefits
                                    provided under the plan or program in which
                                    he is unable to participate for the period
                                    specified in this clause (iii) of this
                                    Section 4(e), (y) such cost shall be deemed
                                    to be the lowest cost that would be incurred
                                    by the Executive in obtaining such benefit
                                    himself on an individual basis, and (z)
                                    payment of such amounts shall be made
                                    quarterly in advance; and

                           (iv)     other or additional benefits then due or
                                    earned in accordance with applicable plans
                                    and programs of the Company.

                  (f)      Voluntary Termination. In the event of a termination
                           of employment by the Executive on his own initiative,
                           other than a termination due to death, Disability or
                           a Constructive Termination Without Cause, the
                           Executive shall have the same entitlements as
                           provided in Section 4(c)(ii) above for a
<PAGE>

                           Termination for Cause. A voluntary termination under
                           this Section 4(f) shall be effective upon 30 days
                           prior written notice to the Company or such shorter
                           period as may be determined by the Company and shall
                           not be deemed a breach of this Agreement.

                  (g)      No Mitigation, No Offset. In the event of any
                           termination of employment under this Section 4, the
                           Executive shall be under no obligation to seek other
                           employment; amounts due the Executive under this
                           Agreement shall not be offset by any remuneration
                           attributable to any subsequent employment that he may
                           obtain.

                  (h)      Nature of Payments. Any amounts due under this
                           Section 4 are in the nature of severance payments
                           considered to be reasonable by the Company and are
                           not in the nature of a penalty.

         5. Confidentiality.

                  (a)      During the Term of Employment and thereafter, the
                           Executive shall not, without the prior written
                           consent of the Company, disclose to anyone (except in
                           good faith in the ordinary course of business to a
                           person who will be advised by the Executive to keep
                           such information confidential) or make use of any
                           Confidential Information (as defined below) except in
                           the performance of his duties hereunder or when
                           required to do so by legal process, by any
                           governmental agency having supervisory authority over
                           the business of the Company or by any administrative
                           or legislative body (including a committee thereof)
                           that requires him to divulge, disclose or make
                           accessible such information. In the event that the
                           Executive is so ordered, he shall give prompt written
                           notice to the Company in order to allow the Company
                           the opportunity to object to or otherwise resist such
                           order.

                  (b)      "Confidential Information" shall mean all information
                           concerning the business of the Company or any
                           subsidiary relating to any of their products, product
                           development, trade secrets, customers, suppliers,
                           finances, and business plans and strategies. Excluded
                           from the definition of Confidential Information is
                           information (i) that is or becomes part of the public
                           domain, other than through the breach of this
                           Agreement by the Executive, (ii) regarding the
                           Company's business or industry properly acquired by
                           the Executive in the course of his career as an
                           executive in the Company's industry and independent
                           of the Executive's employment by the Company, (iii)
                           that becomes available to the Executive on a
                           non-confidential basis from a source other than the
                           Company, provided that such source is not known by
                           the Executive to be subject to a confidentiality
                           agreement or other obligation of secrecy or
                           confidentiality (whether pursuant to a contract,
                           legal or fiduciary obligation or duty or otherwise)
                           to the Company or any other person or entity or (iv)
                           approved for release by the Company or which the
                           Company makes generally available to the parties
                           without an obligation of confidentiality. For this
                           purpose, information known or available generally
                           within the trade or industry of the Company or any
                           subsidiary shall be deemed to be known or available
                           to the public.

<PAGE>

         6. Non-Competition; Non-Solicitation. The Executive acknowledges that
his employment with the Company will, of necessity, provide him with
specialized, unique knowledge and confidential information and that, in light of
the competitive nature of the Company's business, the Company could be harmed if
such knowledge and information were used in competition with the Company. The
Executive further acknowledges that the Company would not enter into this
Agreement and undertake the substantial obligations under this Agreement without
the Executive's agreement to the following provisions of this Section 6:

                  (a)      During the Restricted Period (as defined below) he
                           will not, directly or indirectly, as an officer,
                           director, stockholder, partner, associate, employee,
                           consultant, owner, agent, co-venturer or otherwise,
                           become or be interested in or be associated with any
                           other corporation, firm or business engaged in any
                           business that competes with the Company. The
                           Executive's ownership, directly or indirectly, of not
                           more than three percent (3%) of the issued and
                           outstanding stock of any corporation or other entity,
                           the shares of which are traded on a national
                           securities exchange or the Nasdaq Stock Market, shall
                           not in any event be deemed to be a violation of the
                           provisions of this Section 6(a).

                  (b)      During the Restricted Period, the Executive shall not
                           call upon, solicit, divert or take away, or attempt
                           to call upon, solicit, divert or take away, business
                           of a type the same or similar to the business as
                           conducted by the Company prior to the date of
                           termination of the Executive's employment with the
                           Company from any of the Customers of the Company upon
                           whom he called or whom he solicited or to whom he
                           catered or with whom he became acquainted after
                           entering the employ of the Company.

                  (c)      The Executive acknowledges and agrees that during the
                           time of his employment with the Company, he will gain
                           valuable information about the identity,
                           qualifications and on-going performance of the
                           employees of the Company. During the Restricted
                           Period, the Executive shall not (i) hire, employ,
                           offer employment to, or seek to hire, employ or offer
                           employment to, any of the Company's senior level
                           employees with whom he had contact prior to such
                           termination of employment or (ii) solicit or
                           encourage any such senior level employee to seek or
                           accept employment with any other person or entity.

                  (d)      The Executive represents and warrants that the
                           knowledge, skills and abilities he currently
                           possesses are sufficient to permit him, in the event
                           of his termination of employment hereunder for any
                           reason, to earn a livelihood satisfactory to himself
                           without violating any provision of this Agreement.

                  (e)      For the purposes of this Section 6, "Restriction
                           Period" shall mean the period beginning on the date
                           hereof and ending with:

                           (i)      in the case of a termination of the
                                    Executive's employment without Cause or a
                                    Constructive Termination Without Cause, the
                                    end of the Severance Period;

                           (ii)     in the case of a termination of the
                                    Executive's employment for Cause, the first
                                    anniversary of such termination;

<PAGE>

                           (iii)    in the case of a termination of the
                                    Executive's employment upon the expiration
                                    of the Term of Employment that results in
                                    the commencement of the Non-renewal
                                    Severance Period pursuant to Section 4(e)
                                    above, the end of the Non-renewal Severance
                                    Period; or

                           (iv)     in the case of a voluntary termination of
                                    the Executive's employment pursuant to
                                    Section 4(f) above, the date of such
                                    termination; provided, however, that within
                                    10 days after the Executive announces his
                                    resignation from the Company the Company may
                                    notify the Executive that it will cause the
                                    Restriction Period to be 12 months and, in
                                    consideration for such period, the Company
                                    will pay to the Executive, within 30 days
                                    after his employment terminates, an amount
                                    in cash equal to the annual Base Salary in
                                    effect at the time the Executive gives his
                                    notice of termination. Failure by the
                                    Company to timely make such payment will
                                    release the Executive from this obligation.

         7. Remedies. In addition to whatever other rights and remedies the
Company may have at equity or in law, if the Executive breaches any of the
provisions contain in Sections 5 or 6 above, the Company (a) shall have the
right to immediately terminate all payments and benefits due under this
Agreement and (b) shall have the right to seek injunctive relief. The Executive
acknowledges that such a breach would cause irreparable injury and that money
damages would not provide an adequate remedy for the Company.

         8. Resolution of Disputes. Any disputes arising under or in connection
with this Agreement shall be resolved by binding arbitration, to be held in
Miami, FL in accordance with the rules and procedures of the American
Arbitration Association, except that disputes arising under or in connection
with Sections 5 and 6 above shall be submitted to a court of appropriate
jurisdiction. Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. Each party shall bear his or
its own costs of the arbitration or litigation, including, without limitation,
attorneys' fees. Pending the resolution of any arbitration or court proceeding,
the Company shall continue payment of all amounts and benefits due the Executive
under this Agreement.

         9. Indemnification.

                  (a)      The Company agrees that if the Executive is made a
                           party, or is threatened to be made a party, to any
                           action, suit or proceeding, whether civil, criminal,
                           administrative or investigative (a "Proceeding"), by
                           reason of the fact that he is or was a director,
                           officer or employee of the Company or any subsidiary
                           or is or was serving at the request of the Company or
                           any subsidiary as a director, officer, member,
                           employee or agent of another corporation,
                           partnership, joint venture, trust or other
                           enterprise, including service with respect to
                           employee benefit plans, whether or not the basis of
                           such Proceeding is the Executive's alleged action in
                           an official capacity while serving as a director,
                           officer, member, employee or agent, the Executive
                           shall be indemnified and held harmless by the Company
                           to the fullest extent legally permitted or authorized
                           by the Company's certificate of incorporation or
                           bylaws or resolutions of the Company's certificate of
                           incorporation or by laws or resolutions of the
                           Company's

<PAGE>

                           Board of Directors or, if greater, by the laws of the
                           State of Florida, against all cost, expense,
                           liability and loss (including, without limitation,
                           attorney's fees, judgments, fines, ERISA excise taxes
                           or penalties and amounts paid or to be paid in
                           settlement) reasonably incurred or suffered by the
                           Executive in connection therewith, and such
                           indemnification shall continue as to the Executive
                           even if he has ceased to be a director, member,
                           officer, employee or agent of the Company or other
                           entity and shall inure to the benefit of the
                           Executive's heirs, executors and administrators. The
                           Company shall advance to the Executive all reasonable
                           costs and expenses incurred by him in connection with
                           a Proceeding within 20 days after receipt by the
                           Company of a written request for such advance. Such
                           request shall include an undertaking by the Executive
                           to repay the amount of such advance if it shall
                           ultimately be determined that he is not entitled to
                           be indemnified against such costs and expenses.

                  (b)      Neither the failure of the Company (including its
                           board of directors, independent legal counsel or
                           stockholders) to have made a determination prior to
                           the commencement of any proceeding concerning payment
                           of amounts claimed by the Executive under Section
                           9(a) above that indemnification of the Executive is
                           proper because he has met the applicable standard of
                           conduct, nor a determination by the Company
                           (including its board of directors, independent legal
                           counsel or stockholders) that the Executive has not
                           met such applicable standard of conduct, shall create
                           a presumption that the Executive has not met the
                           applicable standard of conduct.

                  (c)      The Company agrees to continue and maintain a
                           directors and officers' liability insurance policy
                           covering the Executive to the extent the Company
                           provides such coverage for its other executive
                           officers.

         10. Effect of Agreement on Other Benefits. Except as specifically
provided in this Agreement, the existence of this Agreement shall not be
interpreted to preclude, prohibit or restrict the Executive's participation in
any other employee benefit or other plans or programs in which he currently
participates.

         11. Assignability; Binding Nature. This Agreement shall be binding upon
and inure to the benefit of the Parties and their respective successors, heirs
(in the case of the Executive) and permitted assigns. No rights or obligations
of the Company under this Agreement may be assigned or transferred by the
Company except that such rights or obligations may be assigned or transferred in
connection with the sale or transfer of all or substantially all of the assets
of the Company, provided that the assignee or transferee is the successor to all
or substantially all of the assets of the Company and such assignee or
transferee assumes the liabilities, obligations and duties of the Company, as
contained in this Agreement, either contractually or as a matter of law. The
Company further agrees that, in the event of a sale or transfer of assets as
described in the preceding sentence, it shall take whatever action it legally
can in order to cause such assignee or transferee to expressly assume the
liabilities, obligations and duties of the Company hereunder. No rights or
obligations of the Executive under this Agreement may be assigned or transferred
by the Executive other than his rights to compensation and benefits, which may
be transferred only by will or operation of law, except as provided in Section
17 below.

<PAGE>

         12. Warranty of Executive. As an inducement to the Company to enter
into this Agreement, the Executive represents and warrants that he is not a
party to any other agreement or obligation for personal services, and that there
exists no impediment or restraint, contractual or otherwise, on his power, right
or ability to enter into this Agreement and to perform his duties and
obligations hereunder.

         13. Company Representations. The Company represents to the Executive
that this Agreement has been duly authorized, executed and delivered by the
Company and is a legal, valid and binding obligation of the Company and that the
execution, delivery and performance of this Agreement by the Company will not
breach or be in conflict with any agreements to which the Company is a party or
by which it is bound.

         14. Entire Agreement. This Agreement contains the entire understanding
and agreement between the parties concerning the subject matter hereof and
supersedes all prior agreements, understandings, discussions, negotiations and
undertakings, whether written or oral, between the parties with respect thereto.

         15. Amendments; Waivers. No provision in this Agreement may be amended
unless such amendment is agreed to in writing and signed by the Executive and an
authorized officer of the Company. No waiver by either Party of any breach by
the other Party of any condition or provision contained in this Agreement to be
performed by such other Party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or subsequent time.
Any waiver must be in writing and signed by the Executive or an authorized
officer of the Company, as the case may be. No failure to exercise and no delay
in exercising any right, remedy or power hereunder shall preclude any other or
further exercise of any other right, remedy or power provided herein or by law
or in equity.

         16. Severability of Provisions. In the event that any provision or any
portion thereof should ever be adjudicated by a court of competent jurisdiction
to exceed the time or other limitations permitted by applicable law, as
determined by such court in such action, then such provisions shall be deemed
reformed to the maximum time or other limitations permitted by applicable law,
the parties hereby acknowledging their desire that in such event such action be
taken. In addition to the above, the provisions of this Agreement are severable,
and the invalidity or unenforceability of any provision or provisions of this
Agreement or portions thereof shall not affect the validity or enforceability of
any other provision, or portion of this Agreement, which shall remain in full
force and effect as if executed with the unenforceable or invalid provision or
portion thereof eliminated. Notwithstanding the foregoing, the parties hereto
affirmatively represent, acknowledge and agree that it is their intention that
this Agreement and each of its provisions are enforceable in accordance with
their terms and expressly agree not to challenge the validity or enforceability
of this Agreement or any of its provisions, or portions or aspects thereof, in
the future. The parties hereto are expressly relying upon this representation,
acknowledgment and agreement in determining to enter into this Agreement.

         17. Beneficiaries/References. The Executive shall be entitled, to the
extent permitted under any applicable law, to select and change a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder following
the Executive's death by giving the Company written notice thereof. In the event
of the Executive's death or a judicial determination

<PAGE>

of his incompetence, reference in this Agreement to the Executive shall be
deemed, where appropriate, to refer to his beneficiary, estate or other legal
representative.

         18. Governing Law. This Agreement shall be governed by and construed
and interpreted in accordance with the laws of the State of Florida without
reference to principles of conflict of laws. The parties hereby irrevocably
consent to the service of any and all process in any action or proceeding
arising out of or relating to this Agreement by the mailing of copies of such
process to the parties at the address specified in Section 19 hereof.

         19. Notices. All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given when received if personally delivered;
when transmitted if transmitted by telecopy, electronic or digital transmission
method upon receipt of telephonic or electronic confirmation; the day after it
is sent, if sent for next day delivery to a domestic address by a recognized
overnight delivery service (e.g., Federal Express); and upon receipt, if sent by
certified or registered mail, return receipt requested. In each case notice
shall be sent to the Company c/o the Board of Directors at the Company's
principal executive offices and to the Executive at his last known permanent
address, or to such other place as either party may designate as to itself or
himself by written notice to the other.

         20. Headings. The headings of the sections contained in this Agreement
are for convenience only and shall not be deemed to control or affect the
meaning or construction of any provision of this Agreement.

         21. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement.

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<PAGE>

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

                                                 PACER HEALTH CORPORATION

                                                 By: ___________________________

                                                 Title: ________________________

                                                 RAINIER GONZALEZ

                                                 /s/ Rainier Gonzalez
                                                 ------------------------------