EMPLOYMENT AGREEMENT

         This  EMPLOYMENT  AGREEMENT  (this  "Agreement"),  dated as of April 1,
1999,  is  made  and  entered  into  by and  between  AMERICAN  MEDICAL  CENTERS
MANAGEMENT COMPANY, LTD. ("AMCMC"),  an international business company organized
under the laws of the British  Virgin  Islands  (AMCMC shall also be referred to
from  time to time  herein  as the  "Employer"),  and  George  D.  Rountree,  an
individual residing at Siraci Sok, Istanbul Turkey (the "Executive").

         WHEREAS,  the  Employer  desires  to  employ  the  Executive,  and  the
Executive  desires to accept such  employment,  in the capacity and on the terms
and conditions hereinafter set forth.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  and  agreements  contained  herein,  and for other good and  valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the
parties agree as follows:

         1.  EMPLOYMENT.  The  Employer  shall  employ  the  Executive,  and the
Executive  hereby  accepts such  employment  as the Chief  Executive  Officer of
AMCMC.  In addition,  the Employer shall serve,  effective April 1, 1999, as the
President and Chief Operating  Officer of AMCMC's  parent,  First Medical Group,
Inc., a Delaware corporation ("FMG"). Except as otherwise provided in Section 7,
the Executive is employed with the Employer and FMG "at will," which means that,
subject  to said  Section  7,  the  Employer  or FMG is free  to  terminate  the
Executive's  employment  with cause and the Executive is free to resign from the
Employer  or FMG at any time,  in each case with  written  notice as provided in
Section 7 hereof.

         2.  TERM  OF  EMPLOYMENT  AND  RENEWALS.   The  Executive's  employment
hereunder shall become  effective as of April 15, 1999 (the  "Effective  Date"),
and shall  continue  until the three (3) year  anniversary of the Effective Date
(the "Term"),  subject to the  provisions  for earlier  termination  provided in
Section  7  herein.  Notwithstanding  the  foregoing,  effective  on  the  third
anniversary  of  the  Effective   Date  (and  each   anniversary  of  such  date
thereafter), the term of this Agreement as then in effect shall be automatically
extended for an additional one (1) year unless,  at least three (3) months prior
to such date,  the Employer or the  Executive  shall give written  notice to the
other  party  that it or he, as the case may be, in its or his sole  discretion,
does not wish to so extend the term of this Agreement.

         3.  DUTIES OF THE EXECUTIVE.  During the Term, the Executive shall have
all duties and  responsibilities  customarily  associated  with the positions of
Chief Executive  Officer of AMCMC and President and Chief  Operating  Officer of
FMG, subject to the


<PAGE>


other  sections  of this  Agreement.  The  Executive  will work in an  executive
capacity  and  will  report  to  the  Board  of  Directors  of  AMCMC  and  FMG,
respectively,  (collectively the "Boards") and/or to any other individual member
or  members  of the  Boards  designated  from time to time by such  Boards.  The
Executive  will assist the Boards in charting the  strategic  goals of AMCMC and
FMG. The Executive  shall be vested with such powers as the Boards may assign to
him from time to time. The Executive  agrees that he shall at all times,  during
business  hours,  faithfully,  industriously,  and to the  best of his  ability,
experience  and talents,  perform all duties as may be lawfully,  reasonably and
ethically  assigned to him from time to time by the Boards under this Agreement,
including by illustration and not limitation,  being Chief Executive  Officer of
all FMG operations in Europe and Middle Asia and being Chief  Operating  Officer
of FMG.

         Furthermore, the Executive agrees that he shall at all time observe all
rules and  policies  as the  Employer  or FMG may from  time to time  reasonably
establish. The Executive shall devote substantially all of his business time and
attention to the business  affairs of AMCMC and FMG and shall use his reasonable
best  efforts  to  perform  such  duties  and  responsibilities  faithfully  and
efficiently.  The Executive  shall travel as the Employer or FMG  reasonably may
require;  provided,  however,  that, in general,  the Executive will perform his
services hereunder in the Employer's offices in Istanbul, Turkey.

         4.  COMPENSATION.  The  Employer  shall  compensate  the  Executive  as
follows:

         (A)  COMPENSATION.  For the  duration of this  Agreement,  the Employer
shall pay to the Executive a base salary ("Base  Compensation")  of $175,000 per
year. In 1999,  Base  Compensation  shall be payable (I) during the period April
15,1999 through June 30, 1999, at the rate of $4,000 per month (prorated for any
portion  of a  calendar  month)  and (ii) for the  period  July 1, 1999  through
December 31, 1999, at the rate of $14,583.33 per calendar month. Thereafter, the
Base Compensation  shall be payable in equal amounts each month on an annualized
basis in accordance with the Employer's customary practices for its employees.

         (B) START-UP BONUS. The Executive shall be entitled to a start-up bonus
not to exceed  $100,000.  The first $10,000 shall be payable to the Executive on
April 15,  1999.  Payment of the  remaining  $90,000 to the  Executive  shall be
contingent on the Executive's  continued  employment with the Employer and there
existing  no event of Cause (as  defined in Section 7 below) for the  removal of
the Executive.  Subject to the foregoing, the remaining $90,000 shall be payable
as follows:  $40,000  payable on July 1, 1999 and $25,000  payable on October 1,
1999 and $25,000 payable on January 1, 2000.




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<PAGE>





         (C) STOCK  OPTIONS.  Promptly  after the Effective  Date, the Executive
will be granted  25,000  options for the  purchase of FMG Common  Stock with the
opportunity to earn (and/or  purchase) more as the company expands and increases
it financial position.  These stock options shall be granted to the Executive in
lieu of paying matching funds for a  retirement/pension  plan of the Employer or
FMG.

         5.  EXECUTIVE  BENEFITS.  The  Executive  shall  receive the  following
benefits:

         (A) IN GENERAL.  During the Term,  the  Executive  shall be eligible to
receive such  perquisites and to participate in such employee benefit plans that
the Employer or FMG may provide to the Executive,  including but not limited to,
the  Employer's  life,  short-term and long-term  disability,  health and dental
insurance  plans;  subject in each case to the  generally  applicable  terms and
conditions of the plan or program in question and to the  determinations  of any
person or committee administering such plan or program.

         (B) BUSINESS EXPENSES.  The Executive is authorized to incur reasonable
expenses in order to promote the  business  of the  Employer or FMG,  including,
without limitation,  for travel, lodging and entertainment.  The Executive shall
maintain  adequate records of such expenses (to the extent in excess of $75.00).
The Employer or FMG shall  reimburse the  Executive,  upon  presentation  by the
Executive of an itemized account of such expenditures,  to the extent consistent
with the Employer's or FMG's policies.  The Executive will repay to the Employer
or FMG the amount of any  expenses,  if any,  for which he has been  reimbursed,
which are personal in nature and not for business purposes.

         (C) PAID HOLIDAYS AND VACATION. The Executive shall be entitled to take
paid  holidays as  specified  by the  Employer  from time to time for all of the
Employer's  employees and twenty (20) working days of vacation time during which
time the Executive's Base Compensation shall be paid to him. The Executive shall
determine his vacation periods consistent with the Employer's needs.

         (D)  AUTOMOBILE.  To  facilitate  the  performance  of the  Executive's
responsibilities   hereunder,  the  Employer  shall,  during  the  term  of  the
Executive's  employment,  pay to  employee  $200.00 a month to be applied by the
Executive toward the cost of operating,  maintaining and garaging his automobile
and other such related costs.




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<PAGE>





         (E) HOUSING.  At an agreed time during the Term, the Executive shall be
entitled to a housing  allowance as may be mutually  agreed to be applied to the
cost of maintaining a domicile for the Executive.

         6.  EXECUTIVE'S COVENANTS.

         (A) NON-COMPETE. During the term of the Executive's employment, and for
a period of one (1) year thereafter, the Executive shall not, either directly or
indirectly,  for his own  account  or as agent,  servant  or  employee,  or as a
controlling  shareholder,  general  partner,  or  director  of any  corporation,
compete  with  the  business  of  the  Employer  or  FMG  in  the   acquisition,
organization,  management  and/or  provision  of medical or dental  health  care
services  ("Competitive  Activity").  This  covenant  does not have a geographic
restriction  because the  Executive,  the Employer and FMG agree that due to the
nature of the Employer's and FMG's business throughout Europe, the United States
and Middle Asia, the location of any person engaging in a Competing  Activity is
irrelevant to the Executive's  ability to injure the Employer or FMG through his
association with such entity.

         (B) TRADE SECRETS.  The Executive  recognizes  that the Employer and/or
FMG have  acquired  and  developed  and will  continue  to acquire  and  develop
confidential  information and trade secrets which are and will continue to be of
great and unique value to the  Employer  and/or FMG and which are now or will be
used in the Employer's  and/or FMG's  business  including,  without  limitation,
information  and data regarding the Employer's  and/or FMG's pricing,  products,
vendors, customers, patients and employees,  marketing strategies, and financial
information (hereinafter singly or collectively referred to as "Trade Secrets").
The Trade Secrets  heretofore and hereafter learned or received by the Executive
shall be kept and maintained by him as confidential and in complete secrecy, and
for the sole use and benefit of the Employer and/or FMG, as the case may be, and
the Executive shall not disclose to any third party any of such Trade Secrets at
any time during or after his employment hereunder;  provided,  however, that any
such  Trade  Secrets  may be  disclosed  by the  Executive  (a) if they cease to
qualify  as trade  secrets  under  applicable  law or have  become  known by the
public,  or (b) as  required  by law.  The  Executive  will  use all  reasonable
measures to prevent  the  unauthorized  use or  disclosure  of Trade  Secrets by
others.  These measures include strict compliance with all procedures  developed
by the Employer and/or FMG to protect such information.

         (C) OUTSIDE  ACTIVITIES.  The  Executive  shall use his best efforts to
apprise  and  review  with  the  Boards,  within  a  reasonable  time  prior  to
dissemination,  the text of any speech,  professional paper,  article or similar
formal  communication  created by the Executive  which relates to the Employer's
and/or FMG's present or future




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<PAGE>




business,  development or marketing endeavors.  The Executive shall use his best
efforts not to make public  statements  regarding  issues of corporate policy or
public policy inconsistent with positions of the Employer and/or FMG. The Boards
will determine whether any Trade Secrets are contained in the communication, and
will  notify  the  Executive  if  the  dissemination  of  the  communication  is
prohibited under the terms of this Agreement.

         (D) OWNERSHIP OF TRADE  SECRETS;  RETURN OF MATERIALS.  Trade  Secrets,
including  those which are  produced by the Employer  and/or FMG, all  materials
embodying Trade Secrets, and all copies thereof, will remain the property of the
Employer  and/or FMG, as the case may be. At the  termination of the Executive's
employment  with the  Employer  and/or  FMG,  or at the  written  request of the
Employer and/or FMG, at any time, the Executive will immediately  deliver to the
Employer  and/or FMG,  as the case may be, all  materials,  and copies  thereof,
which are in the  Executive's  possession  or control  and which  contain or are
related in any way to any Trade Secrets.

         (E)  NON-SOLICITATION.  During the term of the Executive's  employment,
and for period of one (1) year thereafter,  the Executive will not,  directly or
indirectly,  solicit or contact  any  employee  of the  Employer  and/or FMG who
remains  employed by the Employer and/or FMG, as the case may be, at the time of
the Executive's  termination of employment with the Employer (or any employee of
the Employer at an equivalent  level of seniority who is employed at the time of
the  Executive's  termination  of employment  with the Employer)  with a view to
inducing or encouraging such employee to leave the employ of the Employer or FMG
for the purpose of being hired by the Executive, an employer affiliated with the
Executive or any person engaged in a Competitive Activity.

         (F) PRE-EXISTING OBLIGATIONS.  The Executive hereby represents that the
Executive  is not  bound by any  prior  agreements  or  obligations  that  would
restrict in any way the  Executive's  entitlement  to enter into this  Agreement
with the Employer  and/or FMG. The Executive  represents  that the Executive has
disclosed to the Employer and FMG the  existence  and contents of all  covenants
not to compete that the Executive  has entered into with any other  entity.  The
Executive's  continuing  active  role as Advisor  to the  American  Hospital  of
Istanbul and as a member of the  American  Hospital  Executive  Committee of the
Vehbi Koc Foundation has been fully  disclosed to the Employer and to FMG and it
is agreed by Employer and FMG that these  activities are  complementary  and not
competing with the functions and activities of FMG and the Employer.

         (G) ASSIGNMENT OF PROPRIETARY RIGHTS. The Executive agrees that any and
all proprietary rights and intellectual property,  including without limitation,
trade




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<PAGE>




names,  trademarks,  service  marks and brand names,  conceived,  discovered  or
created by him during the Term,  directly or indirectly  related to any business
or activity in which the  Executive  is engaged at the time of such  conception,
discovery or creation,  shall belong to the Employer and/or FMG, as the case may
be. The Executive shall, upon request while employed or after termination of his
employment,  without cost to himself execute any and all copyright and trademark
applications  and/or assignments  transferring any rights the Executive may have
in such intellectual property to the Employer and/or FMG, as the case may be. At
the Employer's expense, the Executive shall do all other things requested by the
Employer to perfect the  Employer's  and/or FMG's right in all such  proprietary
rights and/or intellectual property.

         7. TERMINATION OF EMPLOYMENT. Termination of the Executive's employment
may occur under any of the following circumstances:

         (A) Expiration of Term. The  Executive's  employment  will terminate if
the Term  provided for under Section 2 expires upon the election of either party
not to renew the term.

         (B) The Employer's or FMG's Termination of Employment.  The Employer or
FMG has the right to terminate  the  Executive's  employment  at any time,  with
Cause.  In the case of termination of the Executive with Cause,  the Employer or
FMG, as the case may be, shall provide the Executive  with sixty (60) days prior
written notice. For all purposes under this Agreement, "Cause" shall mean:

                  (i) a material  and  willful  breach by the  Executive  of his
         obligations  under this  Agreement,  and,  if such breach is capable of
         being cured,  the failure of the  Executive to cure such breach  within
         ten  (10)  days of  notice  thereof  from  the  Employer  or FMG to the
         Executive;

                  (ii) a willful misconduct by the Executive with respect to the
         business or affairs of the Employer or FMG which has a material adverse
         effect on the Employer, FMG or their respective businesses;

                  (iii)  the  conviction  of the  Executive  of,  or a  plea  of
         "guilty" or "no  contest" to, a felony or other crime  involving  moral
         turpitude; or

                  (iv) a  material  breach of any duty owed to the  Employer  or
         FMG,  including  the duty of loyalty and the  provisions  contained  in
         Section 6 hereof.




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<PAGE>





         No act, or failure to act, by the  Executive or the  Employer  shall be
considered   "willful"  unless  committed  without  good  faith  and  without  a
reasonable belief that the act or omission was lawful and in the Employer's best
interest.

         (C) THE  EXECUTIVE'S  TERMINATION OF EMPLOYMENT.  The Executive has the
right to terminate  the  Executive's  employment  with the Employer at any time,
with or without  cause.  The Executive  agrees to provide sixty (60) days' prior
written  notice of  termination  to the  Employer.  The Employer may in its sole
discretion select any date prior to the end of such sixty (60) day notice period
as the date the Executive's employment will terminate.

         (D) DEATH OR DISABILITY.  The Executive's employment shall be deemed to
have been terminated by the Executive upon the Executive's death or inability to
perform the  Executive's  duties under this Agreement for more than fifteen (15)
weeks, whether or not consecutive,  in any twelve-month period. Termination will
be effective upon the occurrence of such event.

         (E) ACCRUED  COMPENSATION.  Upon the effective date of the  Executive's
voluntary termination of employment or the termination by the Employer for cause
of  Executive's  employment  with the Employer  (the  "Termination  Date"),  the
Executive will not be eligible for further compensation, benefits or perquisites
under  Sections 4 and 5 of this  Agreement,  other than those that have  already
accrued,  such accrued  compensation to be delivered to the Executive within ten
(10)  business  days  of the  Termination  Date.  Upon  the  effective  date  of
termination of the Executive's employment for any other reason (the "Termination
Date"),  the Executive  shall be eligible to receive  severance pay in an amount
not less than an amount  equivalent to one (1) month's  salary for every one (1)
year of service,  such lump sum to be paid to the Executive within ten (10) days
of Termination Date.

         8. GOVERNING  LAW. This  Agreement  shall be governed by, and construed
and enforced in  accordance  with,  the laws of the State of  Delaware,  without
regard to its principles of conflicts of law or choice of law.

         9. NO ASSIGNMENT.  This Agreement  shall inure to the benefit of and be
binding upon the parties  hereto and their  respective  heirs,  representatives,
successors  and assigns.  The Employer shall use its best efforts to assign this
Agreement  to,  and  to  cause  its  assumption  by,  any  successor  to  all or
substantially  all of the assets of the  Employer.  The Executive may not assign
this Agreement, either voluntarily or involuntarily.




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<PAGE>





         10.  CHANGES AND  MODIFICATIONS.  This  Agreement  cannot be changed or
modified except in writing duly signed by the Executive and the Employer.

         11. NOTICES. Any and all notices and other communications  provided for
herein shall be given in writing and either  mailed by certified  mail,  postage
prepaid,  return receipt requested,  or by overnight delivery service, and shall
be addressed:

                  (i) in the case of the Executive,  to him at his  above-stated
         address.

                  (ii) in the case of the  Employer,  to Stamford,  Connecticut,
         Attention:  Dennis A. Sokol,  with a copy  thereof to Patton Boggs LLP,
         2550 M Street, N.W., Washington, DC 20037, Attn: John H. Vogel, Esq.

         12. ENTIRE AGREEMENT.  This Agreement contains the entire understanding
and accord between the parties relating to the subject hereof.

         13. SEVERABILITY.  If any provision of this Agreement or any portion of
such provision,  or the application thereof to any of the parties hereto,  shall
to any extent be held invalid or unenforceable,  the remainder of this Agreement
or the remainder of such  provision and the  application  thereof to such party,
other than those as to which it is held invalid or  unenforceable,  shall not be
affected  thereby,  and each term and provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.

         14. WAIVER.  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
thereof or deprive  that party of the right  thereafter  to insist  upon  strict
adherence to that term or any other term of this Agreement.

         15.  COUNTERPARTS.  This  Agreement  may be  executed  in any number of
counterparts,  each of which is  deemed  to be an  original,  and all of  which,
together, will constitute one and the same instrument.

         16.  CAPTIONS.  The  captions  of the  Sections of this  Agreement  are
inserted for convenience only and shall not constitute a part of this Agreement.



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<PAGE>





         IN WITNESS  WHEREOF,  the  Employer  has caused  this  Agreement  to be
executed and the Executive has signed and dated this Agreement.


                                             AMERICAN MEDICAL CENTERS
                                             MANAGEMENT COMPANY, LTD.

  Date:                                      By: /s/ Dennis A. Sokol
        ---------------                         ----------------------------
                                             Name:    Dennis A. Sokol
                                               Title: Chairman

  Date:                                          /s/ George D. Rountree
        ---------------                         ----------------------------
                                               George D. Rountree


      ACKNOWLEDGED  and  Accepted  with  respect  solely  to the  provisions  of
      sections 1, 2, 3, 4(C), 5, 6, 7 and 8 of the foregoing Agreement.


                                             FIRST MEDICAL GROUP, INC.

                                             By:  /s/ Dennis A. Sokol
                                                ----------------------------
                                             Name:    Dennis A. Sokol
                                               Title: Chairman


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