MedGrup Corporation


                              EMPLOYMENT AGREEMENT
                              --------------------


         This  Agreement is made to be effective as of the 1st day of September,
2001, by and between MedGrup Corporation, a Colorado corporation (the "Company")
and Mr. Steve Holmes ("Employee").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS,  the Company wishes to engage  Employee's  services upon the terms
and conditions hereinafter set forth; and

     WHEREAS,  Employee  wishes to be employed by the Company upon the terms and
conditions hereinafter set forth.

     NOW,  THEREFORE,  in  consideration of the premises and mutual promises set
forth herein, the sufficiency of which is hereby acknowledged, the parties agree
as follows:

     1.  Employment;  Duties.
         --------------------
     The Company hereby agrees to employ Employee  effective as of the Effective
Date as its Vice President, Operations, and in any other capacity as the Company
shall  determine is necessary or appropriate in connection with the operation of
the Company,  and Employee  hereby agrees to serve in such capacity.  Employee's
principal area of responsibility,  subject to modification by the Company, shall
be to serve as the Director of Operations of the Company.  The Employee shall at
all times report to and take direction from, the Chief  Executive  Officer (CEO)
and/or the Board of  Directors,  and shall  perform such  additional  duties not
inconsistent  with his position as shall be designated  from time to time by the
Company.

     2. Best Efforts.
        -------------
     Employee  agrees to use his best  efforts to promote the  interests  of the
Company and shall, except for illness, reasonable vacation periods and leaves of
absence,  devote his full business time and energies to the business and affairs
of the  Company.  Employee  shall  be  permitted  to  perform  outside  business
endeavors  only with the approval of the CEO or the Board of Directors,  subject
to  non-competition  agreements  with the Company and provided that such outside
activities do not interfere with the performance of Employee's duties.  Employee
may  also  engage  in work for  charitable,  benevolent,  civic  or  educational
purposes so long as such  endeavors  do not  interfere  with  Employee's  duties
hereunder.

     3. Term of Agreement.
        ------------------
     The term of this  Agreement  shall commence on the date first above written
(the  "Effective  Date")  and  such  term  and the  employment  hereunder  shall
continue, unless earlier terminated in accordance with the terms of Paragraph 5,
for a period of one year (the  "Original  Term").  The  Original  Term  shall be
extended  automatically for additional  one-year periods (each a "Renewal Term")
unless notice that this  Agreement will not be extended is given by either party
to the other at least 90 days prior to the  expiration  of the Original  Term or
any  Renewal  Term.  The  period  of  employment  of  Employee  by the  Company,
commencing  with the Effective  Date and  continuing  until  termination  of the
employment  by notice  hereunder,  in accordance  with  Paragraph 5 or otherwise
shall be known as the "Term of Employment."

           1824 Woodmoor Drive o Suite 102 o Monument, Colorado 80132
                Phone: (719) 481-1500 o Facsimile: (719) 481-1525
             o Toll Free: 1-800-988-4633 o Website: www.medgrup.com

<PAGE>


                               MedGrup Corporation


     4.   Compensation.
          -------------

     4.1  Base Salary.
          ------------
     As compensation for Employee's  services  rendered  hereunder,  the Company
shall pay to  Employee a base  salary at an annual  rate  equal to Eighty  Three
Thousand dollars ($83,000) (the "Base Salary"). The Base Salary shall thereafter
be increased annually at the greater of (i) five percent (5%) or (ii) such other
increase as may be approved by the Board of Directors.  The Base Salary shall be
payable to Employee on a  bi-weekly  basis,  in  accordance  with the  Company's
standard policies for management personnel.

     4.2  Incentive Compensation.
          -----------------------
     With respect to each calendar  year,  or portion  thereof,  beginning  with
calendar year 2001, Employee shall be eligible to receive incentive compensation
or a  bonus,  payable  solely  at the  discretion  of the  CEO or the  Board  of
Directors.

     4.3  Benefits.
          ---------
     Employee  shall  be  entitled  to  participate  in  all  benefit   programs
established   by  the  Company  and   generally   applicable  to  the  Company's
Vice-Presidents.  Employee shall also be reimbursed for reasonable and necessary
business  expenses  incurred  in the course of his  employment  with the Company
pursuant to Company policies as established from time to time.

     4.4  Company Vehicle or Vehicle  Allowance.
          --------------------------------------
     Employee  shall  be  entitled  to a  Company-provided  vehicle,  if  one is
available, or, at the Company's discretion, a monthly allowance of Seven Hundred
Dollars ($700.00).

     4.5  Legal Fees.
          -----------
     Employee  shall  not  be  entitled  to  reimbursement  of  any  legal  fees
associated with the negotiating, drafting and execution of this Agreement.

     5.   Termination of Employment Relationship.
          ---------------------------------------

     5.1  Death or Incapacity.
          --------------------
     This  Agreement  shall  terminate  immediately  upon  the  death  or  Total
Disability of Employee,  and in such event,  the Employee  shall have no further
claim against the Company for compensation or benefits  hereunder.  The Board of
Directors  shall make a  determination  of the Total  Disability of the Employee
based upon the  definition  of disability  and terms  contained in the Company's
disability  insurance  policy,  or if  none,  based  upon the  inability  of the
Employee to perform the material functions of his job. Any such determination by
the Board shall be evidenced by its written  opinion  delivered to the Employee.
Such written  opinion shall specify with  particularity  the reasons  supporting
such opinion and be manually signed by at least a majority of the Board.

     5.2  Termination  by the Company.
          ----------------------------
     The Company may terminate this agreement  without Cause, for any reason, at
any time and, in such  event,  the term of  employment  shall  terminate  at the
termination date designated by the Company.  The Company may also terminate this
Agreement for "Cause" and, in such event, the term of employment shall terminate
at the  termination  date  designated  by the  Company.  For the purpose of this
paragraph, "Termination for Cause" or "Cause" shall include the following:

          (a) Breach of  fiduciary  duty or  criminal  conduct  by the  Employee
     having the effect of materially  adversely affecting the Company and/or its
     reputation;


           1824 Woodmoor Drive o Suite 102 o Monument, Colorado 80132
                Phone: (719) 481-1500 o Facsimile: (719) 481-1525
             o Toll Free: 1-800-988-4633 o Website: www.medgrup.com

<PAGE>

                               MedGrup Corporation

          (b)  Willful  failure by the  Employee  to  substantially  perform his
     duties hereunder;

          (c)  Engagement  by the Employee in the use of narcotics or alcohol to
     the extent that the performance of his duties is materially impaired;

          (d) Material  breach of the terms of this Agreement by the Employee or
     failure to substantially  comply with proper instructions of the CEO or the
     Company's Board of Directors;

          (e)  Misconduct by the Employee  which is materially  injurious to the
     Company; or

          (f) Any act or  omission  on the part of the  Employee  not  described
     above, but which constitutes material and willful misfeasance, malfeasance,
     or gross negligence in the performance of his duties to the Company.

     Determination of any event or events and circumstances constituting "Cause"
shall be at the sole discretion of the CEO or the Board of Directors.

     5.3 Termination by Employee.
         ------------------------
     Employee may  terminate  this  Agreement  (resign from the Company) for any
reason at any time.  However  Employee's  obligations  under  Paragraph  6 shall
survive  any  termination  of this  Agreement  by  Employee,  by the  Company or
otherwise.

     Any  termination  by the CEO or the Board of Directors  pursuant to Section
5.2 or by the Employee  pursuant to section 5.3 shall be communicated by written
Notice of  Termination to the other party hereto.  Notice of  Termination  shall
mean a notice which shall  indicate the specific  termination  provision in this
Agreement  relied  upon and shall set forth in  reasonable  detail the facts and
circumstances  claimed  to  provide a basis for  termination  of the  Employee's
employment under the provision so indicated.

     5.4 Payment Upon Termination.
         ------------------------
     (a) If this  Agreement  is  terminated  by the  Company  for Cause,  or the
Employee  resigns,  prior to the  completion  of the Original Term or an ongoing
Renewal  Term,  Employee  shall not be entitled to severance pay of any kind but
shall be entitled to all reasonable  reimbursable  business expenses incurred by
Employee and the Base Salary earned by Employee prior to the date of termination
or  resignation,  and all  obligations  of the Company under  Paragraph 4 hereof
shall terminate upon the termination  date designated by the Company,  except to
the extent otherwise required by law.

     (b) In the event that Employee is  terminated  without  Cause,  the Company
shall pay  Employee  three (3) month's  Base Salary at the rate  prevailing  for
Employee  immediately  prior to such  termination as severance  pay,  payable in
accordance  with Company's  normal  payroll.  Employee shall also be entitled to
receive health insurance benefits to which he was entitled immediately preceding
the  date  of  termination  for a  period  of  three  (3)  months  from  date of
termination.



          1824 Woodmoor Drive o Suite 102 o Monument, Colorado 80132
                Phone: (719) 481-1500 o Facsimile: (719) 481-1525
             o Toll Free: 1-800-988-4633 o Website: www.medgrup.com
<PAGE>

                               MedGrup Corporation


     6. Non-Competition Agreement.
        --------------------------

     6.1 Competition; Confidential Information.
         --------------------------------------
     The  Employee  and the  Company  recognize  that due to the  nature  of his
engagements hereunder,  and the relationship of the Employee to the Company, the
Employee  has had  access  to and has  acquired,  will  have  access to and will
acquire,  and has  assisted in and may assist in  developing,  confidential  and
proprietary  information  relating to the business and operations of the Company
and its affiliates, including, without limiting the generality of the foregoing,
information  with respect to their present and  prospective  products,  systems,
customers,  agents,  processes,  and sales and marketing  methods.  The Employee
acknowledges  that such  information has been and will continue to be of central
importance to the business of the Company and its affiliates and that disclosure
of it to or its use by others could cause  substantial loss to the Company.  The
Employee and the Company also recognize that an important part of the Employee's
duties will be to develop good will for the Company and its  affiliates  through
his  personal  contact  with  customers,   agents  and  others  having  business
relationships  with the Company and its  affiliates,  and that there is a danger
that this good will, a proprietary asset of the Company and its affiliates,  may
follow the Employee if and when his relationship with the Company is terminated.
Employee  acknowledges that his services to be rendered  hereunder have a unique
value to the  Company,  for the loss of which the Company  cannot be  adequately
compensated  by damages in an action at law. In view of the unique  value to the
Company of the services of Employee, and because of the Confidential Information
to be obtained by or disclosed to Employee,  and as a material inducement to the
Company to enter  into this  Employment  Agreement  and to pay to  Employee  the
compensation  referred to in Paragraph 4 hereof,  Employee  covenants and agrees
that:

     6.2 Non-Competition.
         ---------------

     (a) While Employee is employed by the Company,  and for a period of one (1)
year thereafter,  Employee will not, either  personally,  whether as an officer,
director,  owner, manager,  principal,  partner,  employee,  agent, distributor,
representative,  stockholder,  consultant or  otherwise,  or with or through any
other person or entity  operate or  participate  in the medical  records  coding
business or any other business which competes with the Company as of the date of
Employee's  termination  date (for  purposes of Paragraph 6 hereof,  the Company
shall be deemed to include all  subsidiaries  and joint  ventures of the Company
whether now or hereafter  affiliated with the Company) nor will Employee,  while
Employee  is  employed  by  the  Company,  and  for a  period  of one  (1)  year
thereafter,  directly or indirectly solicit any person who has been an employee,
supplier or  customer of the Company  during the period of one (1) year prior to
the termination of employment.  This  non-competition  clause shall apply in the
geographic  territory  comprised  of the  entire  United  States  and any  other
geographic  area  in  which  the  Company  is  engaged  in  business.   Employee
acknowledges that this non-competition/non-solicitation  agreement is reasonable
in terms of its scope and duration.

     (b) Nothing in this  Section 6.2 shall be construed to prevent the Employee
from owning, as an investment,  not more than 1% of a class of equity securities
issued by any competitor of the Company or its  affiliates  and publicly  traded
and registered under Section 12 of the Securities Exchange Act of 1934.

     6.3 Trade Secrets.
         --------------
     The Employee will keep  confidential  any trade secrets or  confidential or
proprietary information of the Company and its affiliates which are now known to
him or which  hereafter may become known to him as a result of his employment or
association  with the Company and shall not at any time  directly or  indirectly
disclose any such  information to any person,  firm or  corporation,  or use the
same in any way other than in connection with the business of the Company or its
affiliates  during  and at all  times  after  the  expiration  of  the  Term  of



          1824 Woodmoor Drive o Suite 102 o Monument, Colorado 80132
                Phone: (719) 481-1500 o Facsimile: (719) 481-1525
             o Toll Free: 1-800-988-4633 o Website: www.medgrup.com
<PAGE>

                               MedGrup Corporation


Employment.  For purposes of this  Agreement,  "trade secrets or confidential or
proprietary  information"  means information unique to the Company or any of its
affiliates  which  has a  significant  business  purpose  and  is not  known  or
generally available from sources outside the Company or any of its affiliates or
typical of industry  practice.  Trade  secrets or  confidential  or  proprietary
information  may include  information  with respect to the  Company's  personnel
records,  present  and  prospective  products,   systems,   customers,   agents,
processes, and sales and marketing methods.

     6.4 Patents.
         --------
     The Employee will assign permanently to the Company exclusive rights to any
patents  awarded to him on the basis of ideas  developed by the Employee for the
Company  during or prior to the Term of Employment  and its affiliates and ideas
developed by the  Employee  within one year  following  the  termination  of his
employment  from the  Company  which are related to such  employment  and/or the
business of the Company.

     6.5 It is agreed that Employee's  services are unique,  and that any breach
or threatened  breach by Employee of any  provisions of this Paragraph 6 may not
be  remedied  solely  by  damages.  Accordingly,  in the  event of a  breach  or
threatened  breach by Employee of any of the provisions of this Paragraph 6, the
Company shall be entitled to  injunctive  relief,  restraining  Employee and any
business, firm, partnership, individual, corporation, or entity participating in
such breach or  attempted  breach,  from  engaging in any  activity  which would
constitute  a breach of this  Paragraph  6. Nothing  herein,  however,  shall be
construed as prohibiting the Company from pursuing any other remedies  available
at law or in equity for such breach or threatened breach, including the recovery
of damages.

     6.6 The  provisions of this  Paragraph 6 shall survive the  termination  of
this Agreement and the termination of Employee's employment.

     7. Miscellaneous.
        --------------

     7.1 Assignability.
        ---------------
     Employee  may not assign his rights and  obligations  under this  Agreement
without the prior written consent of the Company,  which consent may be withheld
for any reason or for no reason.

     7.2 Severability.
        --------------
     In the event that any of the provisions of this Agreement  shall be held to
be  invalid  or  unenforceable,  the  remaining  provisions  shall  nevertheless
continue  to be valid and  enforceable  as though the  invalid or  unenforceable
parts had not been  included  therein.  Without  limiting the  generality of the
foregoing,  in the event that any  provision  of  Paragraph  6 relating  to time
period  and/or  areas of  restriction  shall be declared by a court of competent
jurisdiction  to exceed the maximum  time  period or  areas(s)  such court deems
enforceable,  said time period and/or area(s) of restriction  shall be deemed to
become,  and  thereafter  be, the maximum time period and/or area for which such
are enforceable.

     7.3 Entire  Agreement.
        -------------------
     This  Agreement  constitutes  the  entire  agreement  between  the  parties
relating to the subject  matter hereof and  supersedes  all prior  agreements or
understandings  among the  parties  hereto with  respect to the  subject  matter
hereof.

     7.4 Amendments.
        ------------
     This Agreement  shall not be amended or modified except by a writing signed
by both parties hereto.




          1824 Woodmoor Drive o Suite 102 o Monument, Colorado 80132
                Phone: (719) 481-1500 o Facsimile: (719) 481-1525
             o Toll Free: 1-800-988-4633 o Website: www.medgrup.com
<PAGE>

                               MedGrup Corporation

     7.5 Waiver.
        --------
     The failure of either party at any time to require performance of the other
party of any  provision  of this  Agreement  shall in no way affect the right of
such party  thereafter  to enforce the same  provision,  nor shall the waiver by
either  party of any  breach  of any  provision  hereof be taken or held to be a
waiver  of any  other or  subsequent  breach,  or as a waiver  of the  provision
itself.  This Agreement  shall be governed by and interpreted in accordance with
the laws of the State of Colorado without regard to the conflict of laws of such
State.  The benefits of this  Agreement may not be assigned nor any duties under
this Agreement be delegated by Employee without the prior written consent of the
Company, except as contemplated in this Agreement. This Agreement and all of its
rights,  privileges,  and  obligations  will be binding upon the parties and all
successors and agreed to assigns thereof.

     7.6 Binding  Agreement.
        --------------------
     This  Agreement  shall be  effective  as of the date  hereof  and  shall be
binding upon and inure to the benefit of the Employee,  his heirs,  personal and
legal   representatives,   guardians  and  permitted  assigns.  The  rights  and
obligations  of the Company under this  Agreement  shall inure to the benefit of
and shall be binding upon any successor or assignee of the Company.

     7.7 Headings.
        ----------
     The headings or titles in this  Agreement  are for the purpose of reference
only and shall not in any way affect the  interpretation or construction of this
Agreement.

     7.8  Arbitration.
        --------------
     Any  dispute  between the Company  and the  Employee  with  respect to this
Agreement shall be submitted to binding arbitration in El Paso County,  Colorado
pursuant to the rules of the American Arbitration Association then in effect and
before an arbitrator  fully  licensed and  authorized by any and all  applicable
rules,  statutes,  regulations  or the like to hear  such  cases in the State of
Colorado.  The arbitrators  shall have the power to award any legal or equitable
remedies  that would be available  in  proceedings  conducted  before a state or
federal court of competent  jurisdiction  in Colorado.  Judgment on the award of
the  arbitrators  may be entered  in any court of  competent  jurisdiction.  All
arbitration proceedings and the results thereof shall be confidential, except to
the  extent  that any  party is  required  to make  disclosure  concerning  such
proceedings under applicable law.

     7.9 No  Conflict.
        --------------
     The  Employee  represents  and  warrants  that  he is  not  subject  to any
agreement,  order,  judgment  or decree of any kind that would  prevent him from
entering into this Agreement or performing fully his obligations hereunder.

     7.10 Survival.
        -----------
     The  rights  and  obligations  of the  parties  shall  survive  the Term of
Employment to the extent that any  performance  is required under this Agreement
after the expiration or termination of such Term of Employment.

     7.11  Counterparts.
        ----------------
     This Agreement may be executed in two or more  counterparts,  each of which
shall be deemed an original but all of which shall  together  constitute one and
the same document.

     7.12 Notices.
        ----------
     Any  notice  to be given  hereunder  by  either  party to the  other may be
effected in writing by personal  delivery,  or by mail,  certified  with postage
prepaid,  or by  overnight  delivery  service.  Notices  sent  by  mail or by an
overnight  delivery  service  shall be addressed to the parties at the addresses
appearing  following their signatures  below, or upon the employment  records of
the Company but either party may change its or his address by written  notice in
accordance with this paragraph.



          1824 Woodmoor Drive o Suite 102 o Monument, Colorado 80132
                Phone: (719) 481-1500 o Facsimile: (719) 481-1525
             o Toll Free: 1-800-988-4633 o Website: www.medgrup.com
<PAGE>

                               MedGrup Corporation


     7.13 Opportunity to Consult Counsel.
        ---------------------------------
     The Parties  hereto  represent  and agree  that,  prior to  executing  this
Agreement,  each has had the  opportunity  to consult with  independent  counsel
concerning the terms of this Agreement.

     7.14 Attorney  Fees.
        -----------------
     In the event of any dispute, arbitration, litigation between the Parties or
proceeding  before any court of competent  jurisdiction,  the  prevailing  party
shall be entitled to reasonable attorney fee, costs and expenses.

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


THE COMPANY:
MedGrup Corporation


By:  /s/ William D. Cronin
     ---------------------------
William D. Cronin, Chairman Of The Board, President and Chief Executive Officer
1824 Woodmoor Drive, Suite 102
Monument, CO 80132


EMPLOYEE:


By:  /s/ Steve Holmes
     ---------------------------
Mr. Steve Holmes
Route 3, Box 49F
Lubbock, TX  79401