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                                                                EXHIBIT 10.26

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT is made and entered into as of the _____ day
of June, 1997, by and between JEFFREY L. DRAKE, an individual, (hereinafter
"Executive"), and BIRMAN MANAGED CARE, INC., a Delaware corporation (hereinafter
"Company").


                                   WITNESSETH

         WHEREAS, Company is a Delaware corporation whose shares of capital
stock are registered with the Securities and Exchange Commission under Section
12g of the Securities Exchange Act of 1934; and

         WHEREAS, Company requires the services of an experienced individual to
serve as its Senior Vice President of Corporate Development; and

         WHEREAS, Executive is experienced in management positions in the health
care industry and Executive has represented to Company that he is possessed of
certain experience and capabilities which qualify him to perform the duties of
Senior Vice President of Corporate Development for the Company and that he is
capable of performing such duties; and

         WHEREAS, Company desires to employ Executive to render services to it
and to serve as its Senior Vice President of Corporate Development; and

         WHEREAS, Executive desires to serve as the Senior Vice President of
Corporate Development of the Company.

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

         1. Employment: Effective upon the Commencement Date, Executive shall
faithfully serve and be employed by Company on a full time basis as its Senior
Vice President of Corporate Development. Executive shall devote all his
professional time and effort to the duties of such position.

         2. Term: This Agreement shall commence upon Executive's arrival for
work at the Company's headquarters in Cookeville, Tennessee (the "Commencement
Date") and shall continue for three (3) years unless sooner terminated in
accordance with the provisions of this Agreement. The Commencement Date shall be
not later than July 21, 1997 or this Agreement may be declared void at the
option of the Company.

         3. Residence of Executive: A material inducement to the Company to
employ Executive is Executive's promise promptly to




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relocate to the Company's headquarters in Cookeville, Tennessee. Executive shall
relocate his family, residence and domicile to Cookeville, Tennessee, or its
immediate environs, as soon as practicable and in no event more than three (3)
months from the Commencement Date. Executive shall thereafter maintain his
primary residence and domicile in such location for so long as Executive remains
employed by the Company unless the Company otherwise determines.

            a. SALE AND ACQUISITION OF PRINCIPAL RESIDENCE. Executive now owns a
home in Alpharetta, Georgia, which he will sell as soon as is reasonably
practicable at a fair and reasonable price. Executive will purchase a home in
the Cookeville, Tennessee, area. In order to expedite Executive's relocation to
Cookeville, Tennessee, the Company agrees as follows:

               (1) APPRAISAL: The Company and Executive will obtain a current
     appraisal of Executive's home from two independent appraisers, each of whom
     shall be a member of the Master Appraisers Institute and each of whom shall
     be on the "approved list" for at least four (4) recognized major Georgia
     banks or federally-chartered savings banks. The two appraisers shall
     appraise Executive's property at the Company's expense. The average of
     their two appraisals shall be the "Agreed Value" of Executive's home.

               (2) LOAN TO VALUE: The Company shall lend Executive (the "Equity
     Loan") an amount which shall not exceed One Hundred Thousand Dollars
     (USD$100,000.00) provided such amount does not exceed eighty percent (80%)
     of the value of Executive's equity in his home, with such equity determined
     by subtracting all liens and encumbrances from the Agreed Value. In no
     event shall any Equity Loan exceed eighty percent (80%) of Executive's
     equity in his home. Executive shall apply all of the proceeds of the Equity
     Loan towards the purchase price of Executive's new home in the Cookeville,
     Tennessee, area. The Equity Loan shall be secured by a second deed of trust
     on both Executive's current Georgia home and the new home to be purchased
     in Tennessee. The Equity Loan shall bear interest at the rate of eight
     percent (8%) per annum, which shall be paid by Executive monthly in
     arrears. The Equity Loan shall be due and payable upon sale of Executive's
     home in Georgia.

               (3) SALE OF GEORGIA HOME: Executive recently purchased a home in
     Georgia for which he paid One Hundred Ninety-Six Thousand Five Hundred
     Dollars (USD$196,500.00) ("Executive's Purchase Price"). Executive shall
     take all reasonable steps to sell his Georgia home within one hundred
     twenty (120) days of the Commencement Date of this Agreement. Executive
     shall set an asking price for his home which is reasonable in light of the
     Agreed Value and advice from his listing realtor. As soon as it is
     executed, Executive shall provide the Company with a copy of the signed
     listing agreement to sell his Georgia home and any supplements,
     replacements or amendments thereto. Should such home not be sold within
     such period, Executive may request that the Company extend such period and
     the time required to relocate his family to Cookeville, Tennessee for




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     an additional ninety (90) days, the approval of which shall not be
     unreasonably withheld. As a condition to granting such extension, Executive
     shall set the "asking price" for his Georgia home at an amount not to
     exceed the appraised value. In the event the net purchase price realized by
     Executive is less than Executive's Purchase Price, then the Company shall
     concurrently with the sale of Executive's Georgia home reimburse to
     Executive seventy-five percent (75%) of the difference between the net
     sales price realized (gross sales price less 7% broker fee) and
     Executive's Purchase Price up to a maximum of twenty-five thousand dollars
     ($25,000.00). Executive shall promptly provide the Company with true and
     correct copies of all closing documents evidencing such sale.

         4. Scope of Duties: Executive shall assist the President of the Company
and shall be responsible for the strategic planning, analysis and identification
of new business opportunities including but not limited to the identification,
recommendation, analysis and implementation of business activities complementary
and supplemental to the Company's current activities, as more particularly set
forth in Exhibit A hereto. The Executive may be assigned other duties for the
Company. Executive shall render those services customarily rendered by an
executive in such position in accordance with the policies, budgets and
decisions of the Company's Board of Directors and subject to the general
supervision and direction of the President of the Company. The Executive shall
perform such duties faithfully, diligently, and to the best of his ability
consistent with the highest and best standards of the industry of Company,
subject to the policies established by the Company's Board of Directors.
Executive acknowledges that Company is relying upon Executive's knowledge and
expertise in the health care industry and in his devotion of time as set forth
herein.

         5. Compensation: Executive shall receive and the Company shall pay
throughout the term hereof a salary in accordance with the following (less all
applicable taxes withheld and other authorized or required deductions
therefrom):

            a. BASE COMPENSATION: One Hundred Eighty-five Thousand ($185,000.00)
per year, payable in accordance with the regular executive compensation pay
period policy of Company, but in no event less often than once each calendar
month (the "Base Compensation"); and

            b. ANNUAL ADJUSTMENTS: The Base Compensation shall be adjusted (the
"Annual CPI Adjustments") on each anniversary of commencement of this Agreement
by increasing (but not decreasing) the Base Compensation in accordance with the
cumulative increases in the Consumer Price Index ("CPI") published by the United
States Department of Labor Bureau of Labor Statistics (or such successor index
as is adopted by the United States Government in lieu thereof) for the Standard
Metropolitan Statistical Area in which Cookeville, Tennessee, is located.
Specifically, on each anniversary of this Agreement, the Base Compensation for
the first year of this Agreement (the "Original Base Compensation") shall be
multiplied by the cumulative




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percentage increase in the CPI from the first year of this Agreement to the year
of such adjustment. For example, if the Original Base Compensation is 100, and
the CPI increase during the first year of this Agreement is 4%, then the Base
Compensation for the second year of this Agreement will be 104. If the CPI
increase for the second year of this Agreement is 5%, then the Base Compensation
for the third year of this Agreement will be 109. (100 + 4 + 5). All CPI
Adjustments shall be made to the Original Base Compensation.

            c. BONUS COMPENSATION: In addition to the compensation set forth in
subparagraph a, above, Executive may receive a bonus of up to fifty percent
(50%) of the Base Compensation for each year (the "Maximum Bonus Opportunity"),
which percentage shall be eligible for inclusion into the Company's Executive
Bonus Plan. Awards and payments of bonuses are at the discretion of the Board of
Directors and are subject, among other things, to the cash flow requirements of
the Company as a whole.

            d. ANNUAL REVIEW: The Board of Directors of the Company shall, at
its first meeting of each fiscal year during the term of this Agreement, review
the performance of Executive for the previous fiscal year and, in its sole
discretion, consider modification of the bonus compensation provided hereunder
as it shall deem appropriate.

            e. STOCK OPTIONS: The Company shall award Executive options
("Options") to acquire one hundred fifty thousand (150,000) shares of common
stock of the Company at an exercise price equal to the closing market "asked"
price as quoted on the date of this Agreement on the National Association of
Securities Dealers Automated Quotation system ("NASDAQ") stock market. Such
options shall vest one-fourth on each anniversary of this Agreement. In the
event this Agreement is terminated for any reason or is not employed under this
Agreement on the anniversary date of this Agreement, all unvested Options shall
lapse. Executive shall have three (3) years from the date of vesting in which to
exercise his Options. The award of Options shall be more comprehensively set
forth in a separate document of even date herewith. The Company shall have no
obligation to register any shares purchased pursuant to the Options.

         6. Representations and Warranties. The Company and Executive represent
and warrant to each other as follows. The representations and warranties
contained herein shall survive termination of this Agreement.

            a. WARRANTIES BY COMPANY: The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware with all powers to conduct its business as currently conducted. This
Agreement has been duly authorized by the Company and is enforceable against the
Company in accordance with its terms, except as enforceability may be limited by
laws applicable to creditors rights, bankruptcy and equity.

            b. WARRANTIES BY EXECUTIVE: Executive represents




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and warrants that he has fully disclosed to the Company all material facts
regarding: his availability to accept employment hereunder, his past employment
history, his health as it may pertain to his ability to discharge the duties
assumed hereunder, and any matters of personal financial or other concern which
could affect performance of his duties hereunder. Executive represents and
warrants that his acceptance of employment hereunder does not violate any
agreement by which he is bound. Executive represents and warrants that he has
not disclosed to the Company and will not disclose to the Company any
confidential information of any other company or business the confidentiality of
which he is obligated to protect.

         7. Vacation. Executive shall be entitled to paid vacation to accrue at
the rate of three (3) weeks vacation per year commencing upon commencement of
this Agreement and for each successive Company year in which this Agreement
remains in effect. Executive shall not be entitled to vacation pay in lieu of
vacation. Any vacation time accrued but not used in any one year may not be
carried over to the following year by Executive but shall be deemed waived by
Executive. Executive shall schedule and take his vacation so as not materially
to disrupt or to impair the operations of the Company and shall take all
feasible steps to ensure that the operations of the Company proceed unimpaired
by his absence. Business-related trips for education, conventions and similar
activities shall not be deemed "vacations."

         8. Expenses. Company recognizes that Executive will incur, from time to
time, for Company's benefit and in furtherance of Company's business, various
expenses. Accordingly, Company agrees to pay certain expenses as set forth below
either directly on behalf of Executive or to reimburse Executive for such
expenses; provided, however, that such payment or reimbursement is contingent
upon Executive supplying such documentary and other evidence required to support
the deduction of such expenses on Company's federal income tax return. Any
deductions disallowed by the Internal Revenue Service shall be considered
additional compensation to the Executive.

            a. Entertainment, travel, including meals while traveling, and
promotion relating to the Company;

            b. Conventions and meeting expenses for conventions and meetings
related, directly or indirectly, to the business of the Company; and

            c. Fees for membership in and expenses incurred in attending
meetings of professional and business organizations as shall be approved by the
President of the Company; and

            d. An automobile allowance of six hundred dollars ($600.00) per
month.

         9. Other Benefits.

            a. MOVING EXPENSES: The Company shall reimburse




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Executive for his moving expenses up to the maximum amount of ten thousand
dollars ($10,000.00) provided Executive obtains three (3) separate bids for such
moving and the contract is awarded to the moving company approved by the Chief
Financial Officer of the Company.

             b. TEMPORARY LIVING EXPENSES: Until Executive relocates, the
Company agrees to pay or reimburse Executive temporary living expenses and
travel expenses between Executive's current home in Georgia and such location(s)
as the Company may request, up to a maximum of nine thousand dollars
($9,000.00). Such reimbursement shall be limited to travel and temporary housing
costs for Executive and his family, and reimbursement shall be made only for
expenses which are incurred solely as a result of the relocation and not to pay
expenses which Executive would have incurred anyway regardless of the relocation
to Cookeville.

             c. MEDICAL: Company shall pay for Executive's participation in the
medical insurance plans maintained by the Company for its employees in general
and provide Executive with participation in such plan(s) on the same terms and
conditions as are extended to Company's employees in general.

             d. LIFE INSURANCE: To the extent the Company provides life
insurance as part of its benefits provided to employees in general, Company
shall provide such to Executive with benefits payable as Executive shall direct.

             e. OTHER BENEFITS: Executive shall be entitled to participate with
other employees of the Company in such other fringe benefits as may be offered
generally to the employees of the Company from time-to-time.

         10. Employment Conduct. At all times during the term of this Agreement,
Executive shall:

             a. Work for Company on a full time basis except for such absences
as are herein provided;

             b. Participate fully (which includes recorded interviews with
counsel) in the Company's ongoing regulatory compliance audit process, including
entry and exit interviews, conducted to assure that all of the Company's
activities comply fully with all federal and state laws and regulations
applicable to the health care industry;

             c. Devote his best efforts and all of his business time and
attention to Company's business, and shall not, without the prior written
consent of Company acting through its Board of Directors, engage in any other
business activity whatsoever;

             d. Observe and conform to all the laws, statutes, regulations and
administration requirements applicable to the Company and its business;

             e. Be aware that his conduct and actions, whether




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in public or private, reflect upon the goodwill of Company and not partake in
any conduct that is detrimental to himself or Company; and

             f. Report promptly to the Board of Directors of the Company and
outside counsel of the Company any facts of which Executive becomes aware which
would lead a reasonable person to suspect that the Company or any of its
officers, directors, employees, agents, representatives or clients is engaged,
has engaged, or is about to engage, in any conduct which violates or may violate
any law, rule, statute or regulation applicable to the Company or its business.

         11. Company Accounts. Executive shall render, as often as may be
necessary or appropriate, a true account of all money received by him on account
of Company, and shall deposit all such money promptly to Company's account.

         12. Conditions of Termination.

             a. TERMINATION FOR CAUSE: Company may terminate this Agreement at
any time, without further obligation or liability to Executive, in the event
Company determines in good faith that:

                (1) The Executive is grossly negligent in the performance of his
duties;

                (2) The Executive is convicted of a violation of any State or
Federal law and is fined One Thousand Dollars ($1,000.00) or more and sentenced
to prison or jail term for one year or more; including suspended sentences;

                (3) The Executive or the Executive's conduct becomes the subject
of an administrative, judicial or regulatory enforcement proceeding brought by
the Health Care Finance Administration, the Office of Inspector General of the
United States Department of Justice, or by any regulatory body, agency or
corporation having jurisdiction over the business of the Company, or any
successor thereto (unless Executive shall have engaged in such conduct in
accordance with and on the advice of Company counsel and in accordance with
Company policy);

                (4) The Executive commits any material violation of this
Agreement; or

                (5) The Executive disobeys any lawful order or instruction of
the Board of Directors of the Company or the President of the Company.

             b. OTHER EVENTS OF TERMINATION:

                (1) By Agreement: This Agreement shall terminate at any time by
Agreement in writing between Company and Executive;

                (2) By Death: This Agreement shall terminate




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upon the death of Executive, in which case his heirs and beneficiaries shall be
entitled to all accrued but unpaid compensation hereunder, including any unused
vacation time for the current year;

                (3) Unilaterally by Executive: The obligations of Company to
Executive hereunder shall terminate immediately upon the unilateral termination
of this Agreement by Executive, which shall be deemed a breach of the Agreement
by Executive unless Executive gives Company ninety (90) days prior written
notice and continues to discharge his duties and obligations to the utmost
during such time;

                (4) By Notice to Executive: The obligations of the Company to
Executive hereunder shall terminate upon six (6) months prior written notice to
Executive;

                (5) By Expiration: The obligations of Company hereunder shall
terminate upon the expiration of this Agreement.

         13. Compensation in the Event of Termination. Executive shall be
entitled to receive the following compensation, as compensation in full, upon
the occurrence of the following events of termination:

             a. VOLUNTARY TERMINATION BY EXECUTIVE: In the event Executive
terminates his employment hereunder, he shall be entitled to receive his earned
but unpaid Base Compensation and a prorated portion of the Bonus otherwise
payable to Executive for that portion served of the year in which he terminates
plus payment for any vacation time accrued but unused during the year in which
Executive so terminates; the Company shall pay, or shall reimburse Executive
for, any expenses incurred but not paid through the date of termination pursuant
to this Agreement.

             b. TERMINATION BY COMPANY: The compensation called for by the
following two subparagraph shall be the only compensation to which Executive
shall be entitled in the event he is terminated by the Company.

                (1) Termination for Cause: In the event Executive is terminated
for cause (as defined in this Agreement), Executive shall be entitled to receive
his earned but unpaid Base Compensation through the date of termination, but not
beyond; Executive shall not receive payment for any accrued but unused vacation
time, which shall be deemed waived and Executive shall not receive reimbursement
for any incurred but unpaid expenses; Executive shall receive no award of any
Bonus and all awarded but unvested or unexercised options to acquire stock of
the Company shall thereupon terminate.

                (2) Termination Not for Cause: In the event Executive is
terminated by the Company not for cause, Company shall pay executive upon such
termination: (A) all accrued but unpaid Base Compensation to the date of
termination, plus (B) provided Executive have served with the Company not less
than one (1) year




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an amount equal to six (6) months Base Compensation payable in six (6) equal
monthly installments. Provided the Company pays Executive all sums due under
this paragraph 13 b.(2). Executive shall not accept employment with any other
company which conducts a business which competes directly or indirectly with the
Company within a radius of fifty (50) miles from any hospital which itself is,
or any hospital which is a member of the same chain or owned by the same
corporation is, a client of the Company.

             c. OTHER BENEFITS AND EXPENSES: In the event of termination of
employment under this Agreement for any reason, the Company shall permit
Executive to assume direct payment of any insurance policies, health care plans
or other benefits which under their terms permit or provide for individual
assumption upon termination of employment by the Company. The Company shall give
notice to Executive ten (10) days before the lapse of any such benefits or
policies, which notice shall be deemed given when received by Executive, in
order to permit Executive to assume payment of such policies and benefits.
Failure by Executive to assume payment of such policies and benefits within said
ten (10) days shall be deemed a waiver by Executive of his right to assume
payment of such policies and benefits.

         14. Confidentiality and Trade Secrets. Executive agrees as follows:

             a. Executive acknowledges that the Proprietary Information (as
defined herein) of Company is a special, valuable and unique asset of Company,
and has been compiled at great expense to Company, and Executive agrees at all
times during the period of this Agreement and thereafter to keep in confidence
and trust all Proprietary Information which has heretofore been disclosed and
which will hereafter be disclosed by Company to Executive or which Executive in
the performance of services hereunder may learn.

             b. Executive agrees that during the period of this Agreement and
for a period of three (3) years thereafter, he will not, directly or indirectly,
use the Proprietary Information other than in the course of performing duties as
an Executive of Company, nor will Executive directly or indirectly disclose any
Proprietary Information or anything relating thereto to any person or entity,
except in the course of performing duties as an Executive of Company and with
the consent of the Board of Directors of Company.

             c. Executive further understands and acknowledges that Company's
confidential data and trade secrets constitute Company's Proprietary Information
which is not to be used, disclosed, or duplicated in any manner or fashion as
would injure Company's rights to the Proprietary Information. Executive will
observe and obey the policies of Company, as established from time to time, for
the protection of its Proprietary Information.

             d. As used in this Agreement, "Proprietary Information" means any
and all information of a confidential, proprietary, or secret nature which is or
may be either applicable to, or related in any way to: (i) the business, present
or future,




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of Company or any subsidiary; (ii) the research and development or
investigations, present or future, of Company or of any subsidiary. Proprietary
Information includes, without limitation, in any form or medium, trade secrets,
financial information not distributed to the public generally, training manuals,
training and management programs, rate information, customer lists, pricing
information, processes, procedures, formulas, data, technical expertise,
proprietary software, drawings, plans, photographs, writings, methods,
procedures, machine and mechanical specifications, engineering and test data,
production and management techniques, equipment and installation data,
application data, improvements, inventions, flow charts, logic diagrams,
experimental developments, techniques, marketing plans and strategies, and
information concerning customers and vendors.

             e. Executive acknowledges and agrees that the breach of the
provisions of this Section would cause irreparable harm to the Company and
further acknowledges and agrees that damages would be an inadequate remedy to
protect Company against such breach and, accordingly, Executive agrees that the
Company shall be entitled to obtain injunctive relief should any breach of this
Section 12 be threatened or made by Executive.

         15. Disclosure of Information and Testimony. Executive agrees that he
will not directly or indirectly, without the Company's prior written consent,
voluntarily provide information, documents or testimony to any entity, person or
governmental agency (except to his counsel and immediate family) regarding: (a)
Executive's employment with, or termination of employment from, the Company
(except in connection with Executive's application for employment with another
employer, or Executive's application for any insurance, retirement, disability
or unemployment benefits); (b) any other person's employment with, or
termination of employment from, the Company; or (c) any information or documents
concerning the Company. In the event that a subpoena or other lawful process is
properly served upon Executive requiring production or disclosure of information
or documents concerning the foregoing matters, Executive shall promptly notify
the Company's human resources department, in writing, and provide it with copies
of any subpoena or other process served upon him. Executive agrees to meet,
telephonically or in person, with attorneys or agents designated by the Company,
at a time and place designated by the Company and prior to the testimony, for
the purpose of discussing such testimony. Nothing herein shall give the Company
the right to control or dictate the content of any testimony given by Executive,
or any documents produced by him pursuant to subpoena or other lawful process.
It is understood that Executive shall provide all information lawfully required
of him. In the event that the Company requires any information or testimony from
Executive in connection with any claim made against the Company, or any claims
made by the Company against persons or entities not party to this Agreement,
Executive agrees to cooperate fully with the Company, including: (a) appearing
at any trial, hearing, deposition or arbitration; (b) meeting telephonically or
in person with attorneys or agents designated by the Company, at a time and
place designated by the Company and prior to the testimony, for the purpose of




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discussing such testimony and any other matters relating to the claim; and (c)
providing the Company with any documentation in Executive's custody or control.
The Company agrees to pay or reimburse Executive for any reasonable travel,
telephone, photocopy and other out-of-pocket expenses incurred as a result of
any requests made of him by the Company under this paragraph. The provisions of
this paragraph shall not apply to any action brought under this Agreement
between Executive and Company.

         16. Return of Materials. Executive agrees to return promptly to Company
upon termination of this Agreement, whether or not for cause or whatever the
reason, all documents, data, records, and other information pertaining to his
services provided hereunder, and Executive shall not take any documents or data,
in any form or medium, or any reproduction or excerpt of any such documents or
data, containing or pertaining to any Proprietary Information of Company. This
provision shall not apply to personal effects and personal records of Executive
which may be located on the premises of Company.

         17. Competition after Termination. For a period of one year after
Executive's termination of employment under this Agreement, Executive shall not
directly or indirectly own, manage, operate, control, be employed by,
participate in, or be connected in any manner with the ownership, management,
operation, or control of any company which provides consulting or management
services to the health care industry relative to billing, coding or preparing
documentation related to medical records which conducts such business from any
branch located within a radius of twenty (50) miles from (i) any hospital which
is a client of the Company or (ii) which lies within a one hundred fifty (150)
mile radius of any business, hospital, site operated by a hospital system,
affiliated group of hospitals, or medical facility, doing business with or being
serviced by the Company, or with which the Company is negotiating to provide
Quality Program services at the time Physician's services hereunder are
terminated by either party hereto or otherwise. In the event of Executive's
actual or threatened breach of this paragraph, Company shall be entitled to a
preliminary restraining order and injunction restraining Executive from
violating its provisions. Nothing in this Agreement shall be construed to
inhibit Company from pursuing any other available remedies for each breach of
threatened breach, including the recovery of damages from Executive.

         18. Employment by Client of Company: Notwithstanding any other
provision of this Agreement or in law to the contrary, Executive agrees that he
will not seek or accept employment or payment for services, directly or
indirectly, from any hospital, hospital system or health care provider which has
retained or paid the Company in respect of the Company's Quality Program
excepting only payment from the Company pursuant hereto.

         19. Amendment. No modification of this Agreement, or waiver of any of
its provisions, shall be valid or enforceable unless in writing and signed by
each of the parties.




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         20. Binding Agreement. Except as otherwise specifically provided
herein, this Agreement shall be binding on the parties and their heirs,
executors, distributees, legal representatives, successors and assigns.

         21. Notices. All notices under this Agreement shall be in writing and
shall be delivered by hand or deposited into the United States Mail, first class
mail, postage prepaid, to the parties at their respective addresses as each
party shall inform the other. Unless otherwise provided herein, the effective
date of any such notice shall be the date of delivery in the case of notices
delivered by hand and five (5) days after mailing in the case of mailed notices.

         22. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the subjects and matters addressed
herein and supersedes and replaces any other agreement, whether oral or written,
between the parties hereto. Except as provided herein, each party to this
Agreement acknowledges that no representations, inducements, promises or
agreement, oral or otherwise, have been made by any party or anyone acting on
behalf of any party which are not set forth herein and that no other agreement
shall be valid or binding.

         23. Assignment by Executive. Executive shall not assign this Agreement
or any rights contained hereunder and any such attempted assignment is void.

         24. Agreement to Perform Necessary Acts. The parties shall execute and
deliver all documents and perform all other and further acts as may be
reasonably necessary to effect this Agreement.

         25. Headings. The headings of the several sections of this Agreement
are inserted for convenience of reference only and are not intended to be a part
of or affect the meaning or interpretation of this Agreement.

         26. Severability. If any part, paragraph, section or provision of this
Agreement should be invalid, such part, paragraph, section or provision hereof
shall be deemed stricken from this Agreement then all remaining parts,
paragraphs, sections and provisions shall continue to be fully effective.

         27. Waivers. The waivers by any party of a breach of any provisions of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach.

         28. Good Faith; Further Acts. Executive and Company agree to act in
good faith in the execution of the provisions of this Agreement and to take such
other further actions as may be necessary or advisable to effect the intent of
this Agreement.

         29. Counterparts. This Agreement may be executed in multiple
counterparts, each of which when so executed and delivered shall be an original
instrument, but together shall constitute a




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single agreement.

         30. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the state of Tennessee applicable to contracts
entered into and to be performed entirely within said state and without regard
to choice of law principles.

         31. Representation. The parties hereto acknowledge and agree that each
has been independently represented by counsel of his or its own choosing in
connection herewith and that all provisions hereof are to be construed as having
been jointly drafted such that no ambiguity or perceived or alleged ambiguity
shall be construed for or against any party hereto.

         32. No Other Parties Benefitted. This Agreement is for the exclusive
benefit of the Company and the Executive. No other party of any nature
whatsoever or whomsoever shall be deemed entitled to the benefit of the
provisions of this Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.

"Company"                              BIRMAN MANAGED CARE, INC.
                                       A Delaware Corporation



                                       By:____________________________
                                              Authorized Officer


"Executive"                            JEFFREY L. DRAKE



                                       _______________________________





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                                                                  Executive ____