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EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND RAMESH ZACHARIAS.      Exhibit 10.1


                                EMPLOYMENT AGREEMENT

              MEMORANDUM OF AGREEMENT made as of the 1st day of August, 1999.

B E T W E E N:

              MED-EMERG INTERNATIONAL INC., a corporation
              incorporated under the BUSINESS CORPORATIONS ACT (Ontario)
              (hereinafter referred to as the "Corporation")

                                                               OF THE FIRST PART
              - and -

              RAMESH ZACHARIAS of the City of Mississauga
              (hereinafter referred to as the "Executive")

                                                              OF THE SECOND PART


     WHEREAS the Corporation desires to continue to employ the Executive as
its Chief Executive Officer and whereas the Executive is willing to continue
such employment, all on the terms and conditions and for the remuneration as
hereinafter set forth;

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
covenants, agreements and payments herein set out and provided for, the
parties hereto hereby respectively covenant and agree as follows:

1.   EFFECTIVE DATE

     The employment of the Executive by the Corporation shall continue, with
the terms set forth below effective the date hereof (the "Commencement
Date"). The agreement made between the Executive and the Corporation dated
May 15, 1997 is terminated and is of no further force or effect, and is
superseded by this agreement, on and as of the Commencement Date.
Notwithstanding the foregoing or any other provision of this Agreement, any
stock options granted to the Executive prior to the date hereof shall remain
in full force and effect.

2.   TITLE

     The Corporation will employ the Executive and the Executive will serve
the Corporation as Chief Executive Officer.

3.   DURATION OF AGREEMENT

     This agreement shall continue for an initial term of three years from
the Commencement Date and shall be subject to successive extensions, each for
a period of one year

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(subject to termination as herein otherwise provided) unless terminated by
the Corporation effective the third anniversary of the Commencement Date upon
written notice given by the Corporation to the Executive at least 180 days
prior to the third anniversary of the Commencement Date, such notice to be
effective on the third anniversary of the Commencement Date, or unless
terminated by the Corporation on any other anniversary of the Commencement
Date following the third anniversary of the Commencement Date upon written
notice given by the Corporation to the Executive at least 180 days prior to
the anniversary date upon which this agreement is to be terminated, such
notice to be effective on such anniversary date.

     The Executive shall be entitled to terminate his employment by voluntary
resignation at any time by providing three months prior written notice to the
Corporation.  Upon receipt of such notice, the Corporation may in its
discretion determine the termination of employment to be effective as of a
date prior to the expiration of the three-month period.

4.   DUTIES

     Schedule "A" sets out the purpose of the position of Chief Executive
Officer, his duties and responsibilities, his requirement to observe and
conduct relationships and the standards for measuring his performance. The
Executive hereby agrees to serve the Corporation loyally, faithfully,
diligently and to the best of his ability and shall use his utmost efforts to
promote and advance the business and welfare of the Corporation and its
affiliates, as described in Schedule "A". The term "affiliate" as used in
this agreement has the meaning given to it by the SECURITIES ACT of Ontario.

     The Executive will be entitled to work a maximum of six shifts per month
as a physician in hospital emergency departments or urgent care clinics upon
compensation similar to any physician working on those shifts.  Any physician
on-call requirements will be compensated at the same rates paid to any
Corporation physician.  These emergency and on-call shifts are to preserve
the Executive's expertise as a practising physician which is in integral part
of his position as Chief Executive Officer of the Corporation.  They are not
to interfere with his duties as Chief Executive Officer of the Corporation.

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5.   HOURS OF WORK

     The Executive shall devote to the affairs of the Corporation
substantially the whole of his time, attention and abilities during normal
business hours and at such other times as his duties may reasonably require,
unless prevented by ill-health.

6.   SALARY AND BONUS

     The Corporation will pay the Executive by way of remuneration for his
services under this agreement a salary of US$225,000 per annum commencing on
the Commencement Date and US$250,000 commencing on the first anniversary of
the Commencement Date.  The salary shall be paid bi-weekly.  The Executive
shall receive a one-time bonus of Cdn$100,000, to be paid as to Cdn$50,000 at
the time YFMC Healthcare Inc. becomes a subsidiary of the Corporation and as
to the other Cdn$50,000 at the time of the completion of the financing(s)
referred to in paragraph 10.

7.   EXPENSES

     The Executive shall be required to undertake such travel as is required
by the Corporation and the Corporation shall reimburse the Executive all
reasonable travelling, hotel, entertainment and other expenses properly
incurred by him in the proper performance of his duties upon production of
appropriate receipts.

8.   HOLIDAYS

     The Executive shall be entitled, in addition to statutory holidays, to
six weeks' holiday in each 12-month period under this agreement. Unused
holiday entitlement may not be carried forward to the next 12-month period
unless otherwise agreed with the Corporation.

9.   ADDITIONAL BENEFITS

     Subject as hereinafter provided, during the continuance of this
agreement, the Corporation will provide to the Executive the benefits
described in Schedule "B" to this agreement. The benefits described in
paragraph 1 of Schedule "B" are the benefits currently available to senior
employees of the Corporation and its affiliates. Paragraph 1 of Schedule "B"
may be amended from time to time at the Corporation's discretion so long as
such amended benefits are made available to senior employees of the
Corporation and its affiliates

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and are not a dilution or reduction of the then current benefits provided to
the Executive by the Corporation taken as a whole.

10.  OPTIONS

     The Corporation has granted to the Executive options to purchase 400,000
common shares of the Corporation at an exercise price of $1.50 per share.
Such options shall be exercisable, as to 200,000 common shares, at the time
YFMC Healthcare Inc. becomes a subsidiary of the Corporation, and as to
200,000 common shares, at the time the Corporation completes (the) equity
financing(s) in the aggregate amount of not less than US$10,000,000 to be
used for the purpose of launching the information technology initiative of
the Corporation, provided that the options shall not be exercisable in any
event until after April 27, 2000.  The options shall have a term of five
years.  The options shall otherwise be on the terms and conditions set forth
in the Corporation's director and employee stock option plan.

11.  TERMINATION

     (a)  This agreement may be terminated by the Corporation immediately
          and without any liability for any damages or compensation for
          breach of contract, wrongful dismissal or otherwise, if the
          Executive shall:

          (i) become mentally incapacitated or, for any 26 weeks in any 12
              consecutive months, become physically incapacitated such that he
              is unable to perform his obligations under this agreement; or

         (ii) be convicted of any indictable offence for which a sentence of
              imprisonment can be imposed by law; or

        (iii) commit any act of dishonesty; or

         (iv) be guilty of any misconduct relating to the discharge of his
              duties hereunder; or

          (v) be guilty of any neglect in the discharge of his duties hereunder
              or commit any wilful or persistent breach of any of the provisions
              of this agreement.
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     (b)  If this agreement is terminated by the Corporation by notice
          pursuant to subparagraph 3(a) or by the Executive by notice
          pursuant to subparagraph 3(b), then the Corporation shall forthwith
          pay to the Executive his salary (less usual and statutory
          deductions), at the rate and at the normal times in effect at the
          time notice of termination is given, through to the termination
          date.

     (c)  The payments referred to in (b) will be paid in the most tax
          beneficial manner to the Executive.

12.  NO OTHER COMMERCIAL INTERESTS

     The Executive shall not at any time during the continuance of this
agreement be or become a director of any Corporation or be engaged, concerned
or interested in, directly or indirectly, and whether independently or as any
employee of, any other business, trade or occupation, except that the
Executive may:

      (i) become engaged, concerned or interested in any other business,
          trade or occupation or become a director of another Corporation,
          with the prior written consent of the Corporation; or

     (ii) hold or become beneficially interested in not more than 5% of any
          class of securities in any corporation if such class of securities
          is listed on a recognized stock exchange or an unlisted securities
          market unless the Corporation otherwise requires on the grounds
          that such corporation carries on a business competitive with that
          of the Corporation or its affiliates.

     Notwithstanding the foregoing or any other provisions of this Agreement,
the Executive may carry on the activities identified in Schedule "C".

13.  HEALTH AND SAFETY

     The Corporation attaches great importance to the health and safety of
its employees and recognizes a duty to prevent, where possible, personal
injury by ensuring that the design, construction, operation and maintenance
of all equipment and facilities and systems are in accordance with all
applicable health and safety requirements. In order to achieve this aim, the
Executive must ensure not only that he complies with all requirements of the

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Corporation, but also that the Corporation has in place appropriate
procedures so that appropriate training and instruction is given to all
employees in order to prevent injury to themselves and others.

14.  DIVIDENDS AND PREFERRED SHARES

     Dividends declared and payable on any preferred shares of the
Corporation held by the Executive or any member of his immediate family are
to paid out in cash if shares which could be paid out as dividends would not
be tradeable free of any restriction, holding period or escrow, whether
contained in the Corporation's constating documents, required by law, imposed
by securities regulators or agreements with underwriters, or otherwise.

15.  CONFIDENTIALITY

     The Executive shall not at any time, other than in the course of his
duties, without the prior consent in writing of the Corporation, divulge or
make known to anyone any secrets of any technical, commercial or financial
nature or other information of a confidential nature, unless such information
is already in the public domain, relating to the business or customers of the
Corporation or its affiliates. All papers and documents used by the Executive
in the course of his employment are and will remain the property of the
Corporation and will be delivered up to the Corporation on termination of
this agreement. The provisions of this paragraph shall survive the expiration
or earlier termination for any reason whatsoever of this agreement.

16.  PATENTS, SECRETS AND IMPROVEMENTS

     (a)  As relating to the business of the Corporation, any discovery,
          invention, secret process, improvement, formula, plan, idea,
          know-how or adaptation or improvement thereto or to any existing
          idea, process or other property of the Corporation including,
          without limitation, any new, or any adaptation of existing,
          software or hardware, whether or not patentable or otherwise
          subject to legal protection, made, discovered, conceived or created
          by the Executive while in the service of the Corporation, during
          the term of this agreement, in any way affecting or relating to the
          business of the Corporation shall forthwith be disclosed to the
          Corporation and shall belong to and be the absolute property of the
          Corporation.
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     (b)  The Executive shall if and whenever required so to do by the
          Corporation at the expense of the Corporation, apply to join with
          the Corporation in applying for patents, copyrights or other legal
          protection in Canada and in any part of the world for any such
          discovery, invention, process or improvement as aforesaid and shall
          at the expense of the Corporation execute all instruments and do
          all things necessary for vesting the said patent, copyright or
          other legal protection when obtained and all right, title to and
          interest in the same in the Corporation absolutely and as sole
          beneficial owner or in any such other person as the Corporation may
          specify.

17.  CONDUCT

     By accepting employment and continuing to be employed by the Corporation,
the Executive hereby undertakes and covenants with the Corporation as follows:

     (i)  not without the previous consent of the Corporation directly or
          indirectly to receive (other than as agent for the Corporation) or
          retain any discount, rebate, fee, gratuity, commission or payment
          from a third party for any service, matter or thing connected with
          his duties and services as an employee of the Corporation;

     (ii) (as long as termination of employment hereunder is not pursuant to
          clause (a) of paragraph 11, and if termination is pursuant to
          clause (b) of paragraph 11, the payment referred to in such clause
          is made) not within 12 months after ceasing to be employed (except
          with the written consent of the Corporation which shall not be
          unreasonably withheld) whether on his own behalf or on behalf of
          any person, firm or corporation directly or indirectly to seek to
          procure orders from or do business with any person, firm or
          corporation who on the date of his ceasing to be employed or at any
          time in the 12 months prior to that date was a client or customer
          of the Corporation and with whom in the course of his employment
          with the Corporation had dealings, provided always that the
          preceding covenants contained in this paragraph 17(ii) shall not be
          deemed to prohibit the Executive from seeking or procuring orders
          or from doing business in any business endeavour (including,
          without limitation, the medical and emergency care service area) as
          long as the preceding covenants contained in this paragraph 17(ii)
          are fully and completely complied with (for purposes of

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          greater certainty, a client or customer shall be the actual
          hospital or other specific entity for which the Corporation is
          providing services or with which the Corporation has contracted to
          provide services, for example, if the Corporation is providing
          services to a specific hospital, the Executive will be precluded
          from soliciting work from or doing work for that hospital in
          accordance with the terms of this restriction, but will not be
          precluded from soliciting or providing services to other hospitals
          or health providers not directly serviced by the Corporation or
          from dealing with OHIP in general; the intention of this
          restriction is to ensure that, if the relationship between the
          Corporation and the Executive is terminated (except for termination
          under Section 11(a) or termination under Section 11(b) if, in the
          latter case, the payment referred to in Section 11(b) is no made),
          direct contacts of the Corporation are not to be interfered with,
          but that the Executive is able to carry on work in the medical and
          emergency care service area); and

    (iii) not during the term of employment hereunder, nor for a period of 24
          months thereafter, to solicit, entice, procure or endeavour to
          persuade any other employee of the Corporation to leave the
          employment of the Corporation.

     Although the Executive and the Corporation recognize and accept that the
above restrictions are reasonable having regard to the nature of the
Corporation's business and the Corporation's interest in preserving its
goodwill and customer connections, the Corporation will only withhold its
consent to (i) or (ii) above where it is evident that the business of the
Corporation will be prejudiced by not withholding such consent and to that
extent, should any of the foregoing restrictions be found to be unreasonable
and unenforceable, they shall be deemed to be modified only to the extent
necessary to give effect to the remaining provisions of this paragraph.

18.  NOTICES

     Any notice, direction or other instrument required or permitted to be
given to the Executive hereunder shall be in writing and may be given by
mailing the same, postage prepaid addressed to the Executive at 1486
Hollywell Avenue, Mississauga, Ontario L5N 4P2 or by delivering the same.
Any notice, direction or other instrument required or permitted to be given
to the Corporation hereunder shall be in writing and may be given by mailing
the same, postage prepaid, or delivering the same addressed to the
Corporation at 2550 Argentia Road, Suite 205, Mississauga, Ontario L5N 5RI,
Attention: President.

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     Any notice, direction or other instrument aforesaid if delivered shall
be deemed to have been. given or made on the date on which it was delivered
or if mailed, shall be deemed to have been given or made on the fourth
business day following the day on which it was mailed.

     The Executive or the Corporation may change his or its address for
service from time to time by notice given in accordance with the foregoing.

19.  LEGAL COSTS

     The Executive hereby acknowledges receipt of a copy of this Agreement
duly signed by the Employer and having been advised by the Corporation to
obtain and having been given the opportunity to arrange for independent legal
advice with respect to this Agreement, each of the matters herein set forth
and the implications thereof.  The Corporation shall pay the Executive's
legal costs incurred with respect to the Executive's entering into of this
agreement up to a maximum of Cdn$5,000.

20.  ENTIRE AGREEMENT AND SEVERABILITY

     This agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof. There are not and shall not
be any verbal statements, representations, warranties, or agreements between
the parties with respect to the subject matter hereof. No waiver of any
breach of this agreement shall be effective unless made in writing by the
party giving such waiver and, unless otherwise provided in the written
waiver, shall be limited to the specific breach waived. The invalidity or
unenforceability of any term, covenant or condition contained in this
agreement shall not affect the validity or enforceability of any other term,
covenant or condition hereof, but shall be deemed to be severable and upon
such severance, the remainder of the agreement shall be valid and enforceable.

     Notwithstanding the foregoing, this agreement may be amended or modified
in any respect from time to time by written instrument signed by the parties
hereto.

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21.  GOVERNING LAW

     This agreement shall in all respects be construed and enforced in
accordance with and governed by the laws of the Province of Ontario. Each of
the parties hereto hereby irrevocably attorns to the jurisdiction of the
courts of the Province of Ontario.

22.  RIGHTS OF ENFORCEMENT

     In the event of a breach by the Executive of any covenant contained or
referred to in this Agreement, the Corporation shall be entitled to an
injunction restricting such breach in addition to any other remedies provided
by law.  Any remedy expressly set forth in this Agreement shall be in
addition to and not inclusive of or dependent upon the exercise of any other
remedy available to the Corporation at law or otherwise.  The Executive
hereby agrees that all restrictions in this Agreement are reasonable and
valid and all defences to the strict enforcement thereof by the Corporation
are hereby waived by him.

23.  FULL SATISFACTION

     The terms set out in this Agreement, provided that such terms are
satisfied by the Corporation, are in lieu of (and not in addition to) and in
full satisfaction of any and all other claims or entitlements which the
Executive has or may have upon the termination of employment in the
circumstances contemplated in this Agreement.  The compliance by the
Corporation with these terms will effect a full and complete release of the
Corporation from any and all claims which the Executive may then have for
whatever reason or cause in respect of the Executive's employment and the
termination of it, other than those obligations specifically set out in this
Agreement.  In agreeing to the terms set out in this Agreement, the Executive
specifically agrees to execute a formal release document to that effect and
will deliver upon request appropriate resignations from all offices and
positions with the Corporation and any associated or affiliated companies if,
as, and when requested by the Board upon the termination of employment within
the circumstances contemplated by this Agreement.

24.  BINDING EFFECT

     Neither this agreement nor any portion thereof may be assigned by the
Executive.  Neither this agreement nor any portion thereof may be assigned by
the Corporation without the consent of the Executive.  This agreement shall
enure to the benefit of and be binding

<PAGE>


upon the parties hereto and their respective heirs, legal personal
representatives, successors and permitted assigns.

25.  DISPUTE RESOLUTION

     The parties hereto acknowledge that in the event of a dispute under this
agreement they shall make submissions under and shall be bound by the rules
of the Private Court in Ontario and any order whether interlocutory or final
is an award which is enforceable under the Arbitration Act, 1991 of Ontario.

     IN WITNESS WHEREOF this agreement has been executed by the parties
hereto.

                                          MED-EMERG INTERNATIONAL INC.

                                          by


SIGNED, SEALED AND DELIVERED        )
       in the presence of           )
                                    )     ----------------------------------
                                    )     Ramesh Zacharias
----------------------------------  )

x<PAGE>

                                     SCHEDULE A

                              CHIEF EXECUTIVE OFFICER

PURPOSE OF THE POSITION:

-    To act as the principal person charged with the responsibility for
     implementation of policies and activities determined from time to time by
     the Board of Directors.
-    To provide leadership in all areas of the company's operation and to be
     the primary source of developing and recommending policy development to
     the Board.
-    To employ his medical skills and experience to support all operational
     levels of the company.

DUTIES AND RESPONSIBILITIES:

A.   BOARD FUNCTIONS

As Chief Policy and Planning Officer of the Corporation, the duties and
responsibilities of the Chief Executive Officer extend to any and all
activities in which the Corporation may engage. These include, but are not
limited to, the following:

1.   He will participate jointly with other members in carrying out the
     Board's directorial functions, including:

     1.1   Approval of the objectives, general policies, principles,
           practices, and the general organization plan of the Corporation.

     1.2   Performance of all duties imposed by statutory requirements.

2.   He will make recommendations, advise and inform the Board concerning the
     appointment of all members of the committees of the Board of Directors,
     subject to approval by the Board.

3.   He will serve as a member of the Executive Committee, and as an ex-officio
     member of all other Board committees.

4.   He will make recommendations, advise and inform the Board in respect to
     any proposed changes in major policies of the Corporation for Board action.

5.   In concert with the President, he will make recommendations, advise and
     inform the Board in relation to the following Board-related functions:

     5.1   Election of officers of the Corporation and determination of their
           duties, authorities and compensation.

     5.2   Appointment of trustees and agents for the Corporation.

     5.3   Authorization of capital expenditures.

     5.4   Authorization for acquisition or disposal of corporate assets.

     5.5   Approval of loans, investments and other plans to finance the
           Corporation's operations.
<PAGE>

                                      -2-


     5.6   Declaration of dividends and establishment of reserves.

B.   CORPORATE OPERATIONS

1.   BUSINESS DEVELOPMENT:

     1.1   The Chief Executive Officer will make recommendations, advise and
           inform the Board in the development of the growth program of the
           Corporation as it relates to the acquisition of companies, new
           products and patents, including approval of plans proposed by the
           President and other executives for the integration and operation
           of acquired companies.

     1.2   The Chief Executive Officer will represent the Corporation in
           public relations matters.

In concert with the President, he will also carry out the following
activities with respect to acquisitions and public relations:

     1.3   Formulation of acquisition policies and plans, subject to approval
           of the Board.

     1.4   Evaluation of potentials.

     1.5   Recommendations to the Board.

     1.6   Negotiations and commitments, subject to Board approval.

     1.7   Formulation of public relations policies and plans, subject to
           approval of the Board when required.

2.   MARKETING AND SALES:

The single most important function of the position is in the expansion of the
company's operations through leadership in the marketing of the services
offered. The Chief Executive Officer shall, in concert with the President:

     2.1   Participate in the preparation of sales and marketing plans.

     2.2   Be accountable for delivery of sales results.

3.   AUTHORITY

Within the limits of sound business practice and the further limitations
placed upon him by the Articles of Incorporation, the Bylaws of the
Corporation, and the policies laid down by the Board of Directors, the Chief
Executive Officer will implement all corporate policy matters. He will have
authority to make decisions in accordance with such policy, but such
authority shall be restricted to those decisions with a financial impact of
$100,000, and then only with the concurrence of the President.

He may delegate to members of the Corporation as much of his authority as may
be necessary to effect policy formulation and maintain a strong, effective
organization without loss of essential control, but he may not delegate his
overall responsibility for results, or any other portion of his individual
accountability.

4.   RELATIONSHIPS

The Chief Executive Officer will establish and maintain the following
relationships:
<PAGE>

                                      -3-


     4.1   With the Shareholders of the Corporation

           4.1.1   He, together with other members of the Board if appropriate,
                   will be accountable to the shareholders for the proper
                   execution of the duties and responsibilities of the Board
                   and the adequate protection of shareholder rights and
                   interests.

           4.1.2   In his capacity as Chief Public Relations Executive, the
                   Chairman will ensure that the shareholders are kept
                   adequately informed of the affairs of the Corporation and
                   that sound relationships, understanding and communications
                   are maintained between management and the owners of the
                   Corporation.

     4.2   With the Board of Directors

           4.2.1   He will counsel collectively and individually with the
                   members of the Board, utilizing their capacities to the
                   fullest extent necessary to secure optimum benefits for
                   the Corporation.

           4.2.2   In conjunction with the President, the Chief Executive
                   Officer will keep the Board of Directors informed on the
                   condition of the business and on all the important factors
                   influencing it.

           4.2.3   In conjunction with the President, the Chief Executive
                   Officer will review major activities and plans with the
                   Board of Directors to insure that he and the President
                   have the benefit of the Board's thinking, and are acting in
                   conformity with the Board's views on corporate policy.

           4.2.4   He will refer promptly to the Board of Directors such
                   matters as may require its decision.

     4.3   With the Committees of the Board

           4.3.1   As a member of the Executive committee, the Chief Executive
                   Officer will participate jointly with the other members in
                   its proceedings.

           4.3.2   He will counsel with the Executive Committee, in the
                   intervals between meetings of the Board, on all matters of
                   interest to the Committee, and will be guided by the
                   decisions of the Committee in the absence of specific
                   directions from the full Board.

           4.3.3   He will act as an ex-officio member of all Board committees.

     4.4   With the President

           4.4.1   The Chief Executive Officer will advise and assist the
                   President as may by required to assure that the orders and
                   resolutions of the Board and directives of the Executive
                   Committee are carried out.
<PAGE>

                                      -4-


           4.4.2   He will review all important operating matters with the
                   President.

           4.4.3   In the event of the disability of the President, the Chief
                   Executive Officer will perform the duties of the President.

     4.5   With Other Officers and Executives

           4.5.1   The Chief Executive Officer will coordinate his efforts with
                   those of other officers and executives toward the goals of
                   the Corporation.

           4.5.2   He will stand ready at all times to give advice and counsel
                   to them and call on them for such advice and counsel as he
                   deems advisable.

     4.6   With Corporate Committees.

           4.6.1   The Chief Executive Officer will act as an ex-officio member
                   of all corporate committees and appoint such members of
                   management to such committees as he deems advisable, except
                   those appointment made by the Board.

     4.7   With Persons Outside the Corporation

           4.7.1   The Chief Executive Officer will establish and maintain such
                   outside relationships as he deems advisable in the interest
                   of the Corporation.

           4.7.2   He will serve as Chief Public Relations Executive of the
                   Corporation in his contacts with industry, other companies,
                   business associations, the community, the government, the
                   press and the general public.

5.   STANDARDS FOR MEASURING PERFORMANCE

The Chief Executive Officer is accountable for the fulfilment of the
responsibilities, duties, and relationships described herein. The primary
measurements of satisfactory performance are as follows:

     5.1   In conjunction with the President, the soundness and adequacy of
           the objectives and policies recommended to the Board of Directors;
           the effectiveness with which the policies of the Board are executed;
           and the extent to which the approved objectives of the Corporation
           are realized.

     5.2   The extent to which the character and quality of the products and
           services of the Corporation assure leadership position and further
           the reputation of the Corporation as a whole.

     5.3   The soundness and success of the Corporation's growth program and
           the expansion of the Corporation's operations through leadership
           in the marketing of the services offered by the Corporation.

     5.4   The extent to which the corporate public relations program
           achieves public understanding and support for the Corporation and
           its divisions, and the extent to
<PAGE>

                                      -5-


           which the policies and operations of the Corporation are identified
           with the public interest.

     5.5   The cordiality of relations which exist between the Chief Executive
           Officer and other persons both within and without the Corporation.

     5.6   The example of leadership, good management, high morale, personal
           conduct, and effective teamwork evidenced by the Chief Executive
           Officer in his contacts with

     5.7   The extent to which the Corporation carries out its customer,
           employee, shareholder, industry, government and public
           responsibilities.
<PAGE>

                                    SCHEDULE "B"
                                      BENEFITS

Standard Employee Benefit Program of the Corporation for its senior executives
     including long term disability insurance.

1.   The Corporation shall pay the Executive's annual professional fees to
     maintain his status as a member of the Ontario Medical Association and
     the American College of Emergency Physicians.  In addition, the
     Corporation shall pay the Executive's medical malpractice insurance
     premiums.

2.   The Corporation shall pay the Executive up to Cdn$10,000 annually in
     monthly instalments as a car allowance. The Corporation shall also pay
     for gas for such car upon production of appropriate receipts. All other
     expenses with respect to such car, for example, insurance premiums,
     repairs, shall be paid by the Executive.

3.   The Corporation shall pay the Executive such amounts as are approved by
     the Executive, the President and the Chairman of the Board in each year
     disbursed by the Executive for continuing education and related expenses
     (for example, travel, hotel).  Appropriate receipts shall be delivered to
     the Corporation.

4.   The Corporation shall pay the premiums in respect of a Cdn$1,000,000 life
     insurance policy on the life of the Executive. The Executive may
     designate the beneficiary.
<PAGE>

                                    SCHEDULE "C"

1.   The Executive may pursue international work in any area (including,
     without limitation, the health care and emergency services fields),
     provided that he devotes his full time and attention as Chief Executive
     Officer of the Corporation as required for the due performance of his
     position as Chief Executive Officer of the Corporation.  His pursuit of
     international opportunities shall be conducted only on his free time and
     vacation time and they shall not interfere with his duties as Chief
     Executive Officer of the Corporation.  The Corporation will have a right
     of first refusal on any international projects, but if it declines to
     participate, the Executive will be able to pursue these international
     projects on his own free time and on the basis that they do not interfere
     with the performance of his duties as Chief Executive Officer of the
     Corporation.

2.   The Executive may sit on boards of other health care and information
     technology firms unless there is a reasonable basis upon which the
     Corporation may deny him the right to do so.