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                                                                    Exhibit 10.5


                              EMPLOYMENT AGREEMENT

         This Agreement by and between Emergency Medical Services L.P., a
Delaware limited partnership ("Company"), and Dighton Packard, M.D.
("Executive") is made and entered into this 19 day of April, 2005, effective as
of the date set forth below.

                                    RECITALS

         WHEREAS, Executive desires to be employed by the Company in a
confidential relationship during which Executive will become familiar with and
aware of information as to the specific manner of doing business, strategic
plans for future business, and the identity of customers of the Company and its
subsidiaries, affiliates and managed entities, all of which will be established
and maintained at great expense to the Company; this information is a trade
secret and constitutes the valuable goodwill of the Company; and

         WHEREAS, Executive recognizes that the Company and its subsidiaries and
managed entities depend upon a number of trade secrets (including secret
techniques, methods and data) in the course of providing services to their
clients and that the protection of these trade secrets is of critical importance
of the Company and its subsidiaries; and

         WHEREAS, the Company and its subsidiaries will sustain great loss and
damage if Executive should violate the provisions of this Agreement,
particularly with respect to confidential information and restrictions on
competition. Monetary damages for such losses would be extremely difficult to
measure.

         NOW THEREFORE, in consideration of the mutual promises, terms,
covenants and conditions set forth herein and the performance of each, effective
as of the time of the effective date, it is hereby agreed as follows:

1.       Employment.

         A.       The Company shall employ the Executive as Chief Medical
                  Officer, and the Executive shall serve in such capacity,
                  performing such duties as are consistent with the position,
                  along with such other duties and responsibilities assigned to
                  the Executive by the Chief Executive Officer ("CEO") or
                  President of the Company. The Executive shall devote his best
                  efforts to the performance of his duties under this Agreement
                  and shall perform them faithfully, diligently, competently and
                  in a manner consistent with the policies of the Company as
                  determined from time to time by the CEO or President of the
                  Company.

         B.       The Executive shall report to the CEO or President of the
                  Company on all matters pertaining to his duties hereunder.


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         C.       The Executive shall devote such time as is necessary to
                  fulfill Executive's duties under this Agreement. During such
                  time as Executive is employed by Texas EM-I Medical Services,
                  P.A. ("Texas EM-I") as Baylor System Chief of Emergency
                  Medicine, Executive shall coordinate his efforts as Baylor
                  System Chief with his efforts under this Agreement so as to
                  most effectively fulfill his obligations in both positions.
                  The parties further anticipate that Executive will on occasion
                  provide clinical services under his Employment Agreement with
                  Texas EM-I.

         D.       On or before July 1, 2006, Executive shall reduce the number
                  of clinical shifts that he provides under his Employment
                  Agreement with Texas EM-I, and accordingly increase the number
                  of days that he provides services under this Agreement by at
                  least thirty (30) days annually. Executive shall agree in
                  writing on or before July 1, 2006, to provide such additional
                  services at which point Executive's compensation shall be
                  adjusted in accordance with paragraph 3.A.1 of this Agreement.

         E.       The Executive shall not serve as an officer or director (or
                  the equivalent position) of any entity other than Company or
                  its affiliates or managed entities, and shall not receive fees
                  or other remuneration for work performed either within or
                  outside the scope of his employment without prior written
                  consent of the President of the Company.

2.       Term of Employment. This Agreement shall commence on April 1, 2005,
         shall continue for a period of one (1) year, and shall automatically
         renew for additional one (1) year periods thereafter, unless either
         party provides the other with notice of termination pursuant to
         paragraph 7 of this Agreement.

3.       Compensation.

         A.       As full compensation for all services rendered by the
                  Executive pursuant to this Agreement, the Company shall pay,
                  or shall cause a Subsidiary to pay, to the Executive a salary
                  of $260,000 per year ("Base Salary"), less applicable
                  withholdings, subject to adjustment as set forth below. The
                  Base Salary shall be payable twice monthly on the 15th
                  business day and last business day of each month. Executive's
                  compensation shall be reviewed by the President annually
                  during the Company's normal review period, beginning in the
                  year following the first anniversary of the Effective Date.

                  1.       Upon Executive's agreement to devote additional time
                           and effort under this Agreement in accordance with
                           paragraph 1.D of this Agreement, Company shall
                           increase Executive's Base Salary by the sum of One
                           Hundred Thousand Dollars ($100,000) annually.

                  2.       If during the initial term or any renewal term of
                           this Agreement, Executive agrees in writing to cease
                           providing clinical services and dedicate a minimum of
                           one hundred fifty (150) days annually to the
                           exclusive provision of services under this Agreement,
                           Company shall increase


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                           Executive's Base Salary by the sum of Two Hundred
                           Thousand Dollars ($200,000) annually.

                  3.       Upon Executive's agreement to devote all of his
                           business efforts to the full-time provision of
                           services under this Agreement, Company and Executive
                           shall negotiate in good faith an adjustment to
                           Executive's compensation under this Agreement such
                           that the compensation represents fair market value
                           for the services of a Chief Medical Officer of a
                           company of like size, scope and complexity.

         B.       The Executive will be eligible to participate in a short term
                  incentive plan. For fiscal years commencing September 1, 2004
                  and thereafter, the Executive's target bonus under such plan
                  will be 50% of Base Salary (pro-rated for a partial fiscal
                  year, including the first fiscal year in the term). The
                  Executive's right to receive any bonus under such plan shall
                  be determined based upon performance targets for each year
                  fixed by the CEO or President thereof; provided, that in the
                  case of the partial fiscal year beginning on the Effective
                  Date the Executive's right to receive any bonus under such
                  plan shall be based on the achievement of the budget/business
                  plan of EmCare and AMR for the fiscal year beginning August
                  31, 2004 approved by the board of directors of Laidlaw
                  International, Inc.

4.       Fringe Benefits; Expenses.

         A.       The Executive shall be entitled to participate in all health
                  and related employee benefit plans to the extent his position,
                  title and tenure make him eligible, on a basis consistent with
                  the terms of such plans as offered to Company executives
                  generally.

         B.       The Company shall reimburse the Executive for all reasonable
                  and necessary expenses incurred by him in connection with the
                  performance of services hereunder, in accordance with the
                  Company's standard policies and procedures.

5.       Disability or Death.

         A.       If, as the result of any physical or mental disability, the
                  Executive shall have failed or is unable to perform his duties
                  for a period of ninety (90) consecutive days, the Company may,
                  by notice to the Executive subsequent thereto, terminate this
                  Agreement as of the date of the notice without any further
                  payment or the furnishing of any benefit by the Company under
                  this Agreement, unless otherwise required by applicable law.

         B.       The term of the Executive's employment under this Agreement
                  shall terminate upon his death without any further payment or
                  the furnishing of any benefit by the Company under this
                  Agreement (other than accrued and unpaid base salary and
                  commissions and expenses and benefits which have accrued
                  pursuant to any plan or by law).

6.       Restrictive Covenants.


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         A.       Executive agrees that during the term of this Agreement, and
                  for twenty-four (24) months thereafter, Executive will not in
                  any manner, without the prior written consent of the Company,
                  directly or indirectly: (1) disclose or divulge to any person,
                  entity, firm, company or employer, or use for Executive's own
                  benefit or the benefit of any other person, entity, firm,
                  company or employer directly or indirectly in competition with
                  the Company, any knowledge, information, business methods,
                  techniques or data of the Company; (2) solicit, divert, take
                  away or interfere with any of the customers, accounts, trade,
                  business patronage, employees or contractual arrangements of
                  the Company; (3) compete with the Company or enter into any
                  contractual arrangements for the provision of medical
                  transportation services or physician practice management
                  services as related to hospital emergency department and
                  hospitalist outsourcing with any governmental authority,
                  provider or hospital with which Executive has come into
                  contact while an employee of the Company; or (4) either
                  individually or in partnership, or jointly in conjunction with
                  any other person, entity or organization, as principal, agent,
                  consultant, lender, contractor, employer, employee, investor,
                  shareholder, or in any other manner, directly or indirectly,
                  manage, carry on, establish, control, engage in, invest in,
                  offer financial assistance, financial services to, or permit
                  his name to be used by any business that competes with the
                  then-existing business of the Company, provided that the
                  Executive shall be entitled, for investment purposes, to
                  purchase and trade shares of a public company which are listed
                  and posted for trading on a recognized stock exchange and the
                  business of which public company may be in competition with
                  the business of the Company, provided that the Executive shall
                  not directly or indirectly own more than five percent (5%) of
                  the issued share capital of the public company, or participate
                  in its management or operation, or in any advisory capacity
                  within the time limits set out herein. Solely for the purposes
                  of this paragraph 6, the term "Company" shall mean the
                  Company, its subsidiaries, its affiliates, their subsidiaries
                  and companies for whom such entities provide services.

         B.       Executive further agrees that for a period of twenty-four (24)
                  months following termination of employment, however caused, he
                  will not solicit for hire or rehire, or take away, or cause to
                  be hired, or taken away, employee(s) of the Company.

         C.       It is the intention of the parties to restrict the activities
                  of Executive in a manner which reasonably protects the
                  legitimate business interests of the Company. In the event
                  this paragraph 6 is deemed overly broad or unenforceable by a
                  court of competent jurisdiction, it is the intent of the
                  parties that this paragraph be enforced to the fullest extent
                  allowed under applicable law, and be reformulated by such
                  court to the extent necessary to so enforce it.

         D.       Executive agrees that the damages and remedies at law for any
                  breach under this paragraph would be inadequate and that, in
                  addition, in the event of a breach under this paragraph, the
                  Company may apply to a court of competent jurisdiction and be
                  entitled to an injunction by such court to prevent a breach or
                  further breach


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                  thereof on the part of the Executive. Such injunction shall be
                  in addition to damages or other relief afforded under this
                  Agreement.

         E.       The Executive acknowledges that the agreements provided in
                  this Section 6 were an inducement to the Company to enter into
                  this Agreement and that the remedy at law for breach of his
                  covenants under this Section 6 will be inadequate.
                  Accordingly, in the event of any breach or threatened breach
                  by the Executive of any provision of this Section 6, the
                  Company shall be entitled, in addition to all other remedies,
                  to an injunction restraining any breach by Executive.

         F.       All memoranda, notes, records, or other documents made or
                  composed by the Executive, or made available to him during the
                  term of this Agreement concerning or in any way relating to
                  the business or affairs of the Employer or clients shall be
                  the Company's property and shall be delivered to the Employer
                  on the termination of this Agreement or at any other time at
                  the request of the Employer.

         G.       Executive hereby assigns and agrees to assign all his interest
                  in any and all conceptions and ideas for inventions,
                  improvements, discoveries and works, whether or not patentable
                  or copyrightable, which are conceived or made by Executive
                  solely or jointly with another during the period of employment
                  or within one (1) year thereafter and which are related to the
                  business or activities of the Employer or which Executive
                  conceives as a result of his employment by the Employer
                  (collectively, "Proprietary Rights"), to the Employer or its
                  nominee. All copyrightable Propriety Rights shall be
                  considered to be "works made for hire". Whenever requested to
                  do so by the Employer, Executive shall execute any and all
                  instruments and do such acts that the Employer shall request
                  to protect the Employer's interest therein. These obligations
                  shall continue beyond the termination of employment, and shall
                  be binding upon Executive's assigns, executors, administrators
                  and other legal representatives.

         H.       The Executive acknowledges that the agreements provided in
                  this Section 6 were an inducement to the Company to enter into
                  this Agreement and that the remedy at law for breach of his
                  covenants under this Section 6 will be inadequate.
                  Accordingly, in the event of any breach or threatened breach
                  by the Executive of any provision of this Section 6, the
                  Company shall be entitled, in addition to all other remedies,
                  to an injunction restraining any breach by Executive.

7.       Termination.

         A.       The Company shall have the right to terminate this Agreement
                  and the Executive's employment with the Company for cause. For
                  purposes of this Agreement, the term "cause" shall mean:

                  1.       Any material breach of the Executive's obligations
                           under this Agreement.


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                  2.       Fraud, theft, or gross misconduct on the part of the
                           Executive, including, without limitation, conduct of
                           a felonious or criminal nature, conduct involving
                           moral turpitude, embezzlement, or misappropriation of
                           assets.

                  3.       Executive's exclusion from participation in, or
                           imposition of penalties from, any governmental
                           reimbursement program, including but not limited to
                           Medicare, Medicaid or CHAMPUS.

                  4.       Alcohol or drug abuse that impairs the Executive's
                           ability to properly perform his duties.

                  5.       In the event Executive engages in conduct which has a
                           material adverse affect on the business of the
                           Company or any of its subsidiaries, divisions, or
                           affiliates.

                  6.       Violation by the Executive of any of the written work
                           rules or written policies of the Company, including
                           the Company's Corporate Compliance Policy.

                  7.       Suspension, revocation, cancellation or limitation of
                           Executive's right to practice in any jurisdiction
                           whether because of loss of Executive's license or any
                           other reason.

                  8.       Revocation, in whole or in part of Executive's
                           medical privileges as extended to him by the
                           appropriate authorities of any hospital at which the
                           Employer conducts its business.

         B.       The Company may terminate this Agreement without cause by
                  providing the Executive with ninety (90) days' prior written
                  notice, such termination to be effective on the date set forth
                  in the notice.

         C.       Executive may terminate his employment by providing ninety
                  (90) days' written notice to the Company that the Company has
                  materially breached this Agreement, such termination to be
                  effective on the date set forth in the notice if and only if
                  the Company fails to cure such breach to the reasonable
                  satisfaction of the Executive prior to the scheduled
                  termination date.

         D.       Executive may terminate his employment at any time by
                  providing ninety (90) days' prior written notice of
                  termination of this Agreement to the Company.

         E.       If the employment of the Executive is terminated for cause,
                  the Company shall have no obligation to make any further
                  payment to the Executive (other than accrued and unpaid base
                  salary and expenses to the date of termination), or continue
                  to provide any benefit (other than benefits which have accrued
                  pursuant to any plan or by law) to the Executive under this
                  Agreement.

         F.       Upon termination of Executive's employment by the Company
                  pursuant to paragraph 7.B, Executive shall be entitled to
                  receive (i) all cash compensation


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                  earned under this Agreement to the date of termination plus
                  (ii) base compensation in the amount payable on the date
                  immediately prior to termination for an additional period of
                  one (1) year following notice of termination plus (iii) a pro
                  rata portion (based upon the portion of the applicable year
                  Executive provided services under this Agreement) of the
                  performance bonus payable to Executive, if any, for the period
                  then in effect, plus (iv) for a period of one (1) year
                  following notice of termination, the Company shall continue to
                  pay for the cost of the Executive's participation in the
                  Company's group medical and dental insurance plans, provided
                  that the Executive is entitled to continue such participation
                  under applicable state and federal law and plan terms.

8.       Miscellaneous.

         A.       This Agreement shall be governed by and construed in
                  accordance with the laws of the State of Texas applicable to
                  agreements made and performed in Texas, and shall be construed
                  without regard to any presumption or other rule requiring
                  construction against the party causing the Agreement to be
                  drafted.

         B.       This agreement contains a complete statement of all the
                  arrangements between the Company and the Executive with
                  respect to its subject matter, supersedes all previous
                  agreements, written or oral, among them relating to its
                  subject matter, and cannot be modified, amended, or terminated
                  orally. Amendments may be made to this Agreement at any time
                  if mutually agreed upon in writing.

         C.       Any amendment, notice, or other communication under this
                  Agreement shall be in writing and shall be considered given
                  when received and shall be delivered personally or mailed by
                  Certified Mail, Return Receipt Requested, to the parties at
                  their respective addresses set forth below (or at such other
                  address as a party may specify by notice to the other):

                  If to Company:            1717 Main Street, Suite 5200
                                            Dallas, Texas 75201
                                            Attention: Legal Department

                  If to Executive:          Executive's last known address on
                                            file with Company

         D.       The failure of a party to insist upon strict adherence to any
                  term of this Agreement on any occasion shall not be considered
                  a waiver or deprive that party of the right thereafter to
                  insist upon strict adherence to that term or any other term of
                  this Agreement. Any waiver must be in writing.

         E.       Each of the parties irrevocably submits to the exclusive
                  jurisdiction of any court of the State of Texas sitting in
                  Dallas County over any action, suit, or proceeding relating to
                  or arising out of this Agreement and the transactions
                  contemplated hereby.

         F.       The invalidity or unenforceability of any term or provision of
                  this Agreement shall not affect the validity or enforceability
                  of the remaining terms or provisions


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                  of this Agreement which shall remain in full force and effect
                  and any such invalid or unenforceable term or provision shall
                  be given full effect as far as possible. If any term or
                  provision of this Agreement is invalid or unenforceable in one
                  jurisdiction, it shall not affect the validity or
                  enforceability of that term or provisions in any other
                  jurisdiction.

         G.       This Agreement is not assignable by either party except that
                  it shall inure to the benefit of and be binding upon any
                  successor to the Company by merger or consolidation or the
                  acquisition of all or substantially all of the Company's
                  assets, provided such successor assumes all of the obligations
                  of the Company, and shall inure to the benefit of the heirs
                  and legal representatives of the Executive.

         H.       The parties acknowledge that none of the benefits granted to
                  either party here under are conditioned on any requirement
                  that either party make referrals to, be in a position to make
                  or influence referrals to, or otherwise generate business for
                  the other.

         IN WITNESS WHEREOF, Company and Executive have executed this Agreement,
in multiple counterparts, each of which shall be deemed an original, effective
the day and year first above written.

                                        EMERGENCY MEDICAL SERVICES, L.P.


                                        By:   /s/  Don. S. Harvey
                                           -------------------------------------

                                        Title: President

                                        Date of Execution:  April 19, 2005


                                        DIGHTON PACKARD, M.D.


                                        By:  /s/  Dighton Packard
                                           ------------------------------------

                                        Title:   CMO

                                        Date of Execution:  April 18, 2005


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                            ASSIGNMENT AND ASSUMPTION

         This Assignment and Assumption, dated as of April 19, 2005, between
Emergency Medical Services Corporation, a Delaware corporation ("EMSC") and
Emergency Medical Services L.P., a Delaware limited partnership ("EMS").

         Reference is made to the Employment Agreement, dated as of April 19,
2005, between EMS and Dighton Packard, M.D. (the "EMPLOYMENT AGREEMENT").

         EMS wishes to assign to EMSC, and EMSC wishes to accept and assume from
EMS, EMS's rights and obligations and Employment Agreement.

         NOW THEREFORE, intending to be legally bound, the parties hereby agree
as follows:

         EMS hereby assigns, transfers, grants and otherwise conveys to EMSC,
and EMSC hereby accepts and assumes from EMS, all of the rights and obligations
under the Employment Agreement.

                                      * * *


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         IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption to be executed and delivered as of the date first written above.

                                  EMERGENCY MEDICAL SERVICES CORPORATION



                                  By:  /s/  Randel G. Owen
                                     ----------------------------
                                         Name: Randel G. Owen
                                         Title:   Chief Financial Officer



                                  EMERGENCY MEDICAL SERVICES L.P.


                                  By:    Emergency Medical Services Corporation,
                                         its general partner




                                  By: /s/ Todd Zimmerman
                                     ----------------------------
                                        Name: Todd Zimmerman
                                        Title:  Secretary and General Counsel


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