EMPLOYMENT AGREEMENT


          AGREEMENT  made as of the  12th  day of  August,  1996 by and  between
RAMSAY HEALTH CARE, INC., a Delaware  corporation (the "Company"),  and REMBERTO
CIBRAN (the "Employee").

                              W I T N E S S E T H :

          WHEREAS,  the Company  wishes to retain the services of the  Employee,
and the Employee  wishes to serve in the employ of the  Company,  upon the terms
and conditions hereinafter set forth.

          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
agreements hereinafter set forth, the parties hereto hereby agree as follows:

          1. Employment.

          1.1 The Company agrees to employ the Employee, and the Employee agrees
to serve in the employ of the Company, for the term set forth in Section 1.2, in
the position and with the  responsibilities,  duties and  authority set forth in
Section 2 and on the other terms and conditions set forth in this Agreement.

          1.2  The  term  of the  Employee's  employment  under  this  Agreement
(including any extended term,  the "term of this  Agreement")  shall commence on
the date  hereof and shall  terminate  on August 11,  1999,  unless  extended or
sooner terminated in accordance with this Agreement.

          1.3 As of January 31, 1999 and each  subsequent  January 31 during the
term of this Agreement (each, an "Automatic Renewal Date"),  unless either party
shall have given a notice of non-extension on or prior to such Automatic Renewal
Date, the term of this Agreement shall be extended automatically for a period of
one (1) year to the anniversary of the expiration date of the then-current  term
of this  Agreement.  Once a notice of  non-extension  shall  have been  given by
either party, there shall be no further automatic extension of this Agreement.

          2. Position; Duties.

          During the term of this  Agreement,  the  Employee  shall serve in the
positions of President and Chief Operating Officer of the Company.  The Employee
shall perform, faithfully and diligently, such duties, and shall have such 



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responsibilities,  appropriate  to such  positions,  as shall be assigned to him
from time to time by the Vice Chairman of the Board of Directors of the Company.
The  Employee  shall  report  directly  to the  Vice  Chairman  of the  Board of
Directors of the Company.  The Employee  shall devote  substantially  all of his
attention to the performance of his duties and responsibilities hereunder during
the normal working hours of executive employees of the Company.

          3. Salary; Bonus; Stock Options.

          3.1 Salary. (a) During the term of this Agreement, in consideration of
the  performance  by the Employee of the services set forth in Section 2 and his
observance of the other  covenants  set forth herein,  the Company shall pay the
Employee,  and the Employee shall accept,  a base salary at the rate of $300,000
per annum,  payable in  accordance  with the standard  payroll  practices of the
Company.

          (b) The  base  salary  set  forth in  Section  3.1(a)  above  shall be
adjusted annually (but not decreased) on each anniversary date of this Agreement
by multiplying  such base salary by a fraction,  the numerator of which shall be
the  Consumer  Price  Index  for the July  preceding  the  month  in which  such
adjustment  is to be made,  and the  denominator  of which shall be the Consumer
Price Index for the previous July. For purposes  hereof,  "Consumer Price Index"
shall mean the "Consumer Price Index for all Urban Consumers, Urban Wage Earners
and Clerical  Workers-U.S.  City Average  (1982-84=100)"  issued  monthly by the
Bureau of Labor  Statistics  of the United States  Department  of Labor,  or any
successor index thereto appropriately  adjusted.  The Employee shall be entitled
to such  additional  increases  in base salary as shall be awarded  from time to
time by the Board of Directors of the Company in its sole discretion.

          3.2 Bonus.  (a) In addition to the base salary provided for in Section
3.1, the Company  shall pay to the Employee  with respect to each fiscal year of
the Company ending during the term of this Agreement,  subject to the provisions
of Section 3.2(c) hereof,  a bonus in an amount equal to two percent (2%) of the
increase in  "operating  income" (as  hereinafter  defined) for such fiscal year
over operating income for the fiscal year of the Company ending June 30, 1996.

          (b) For purposes of this Section 3.2,  "operating  income"  shall mean
Income (Loss) Before Minority  Interests,  Income Taxes,  Extraordinary Item and
Cumulative Effect of Accounting Change as shown in the audited financial


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                                                                               3

statements of the Company and its subsidiaries  for the applicable  fiscal year,
excluding (i) the amount of the bonus determined in accordance with this Section
3.2;  (ii) any loss on sales of  closed  facilities;  (iii)  charges  for  asset
impairment; (iv) restructuring charges; and (v) any other charges for write-offs
or reserves relating to periods prior to July 1, 1996.

          (c) In the event of the  termination of the employment of the Employee
pursuant to Section 6.3 (Due Cause) of this Agreement, the Employee shall not be
entitled to a bonus for the fiscal year of the Company in which such termination
takes place.  In the event of the  termination of the employment of the Employee
pursuant  to Section  6.4 (Other  Termination  by the  Company)  or Section  6.6
(Change in Control) of this Agreement,  the Employee shall be entitled to a full
bonus for the fiscal year of the Company in which such termination  takes place.
In the event of the  termination of the  employment of the Employee  pursuant to
Section 6.1 (Death),  Section 6.2  (Disability)  or Section 6.5  (Termination by
Employee) of this  Agreement,  the  Employee  shall be entitled to a bonus in an
amount equal to the bonus for the full fiscal year determined in accordance with
Section 3.2(a) multiplied by a fraction, the numerator of which is the number of
days in the fiscal year to the date of termination  and the denominator of which
is 365. The Employee shall not be entitled to a bonus for any fiscal year of the
Company subsequent to the fiscal year in which the termination of his employment
takes place.

          (d) In  addition  to the bonus  provided  for in Section  3.2(a),  the
Company  shall each year during the term of this  Agreement  pay the Employee an
additional bonus in such amount as shall be determined by the Board of Directors
of the Company.

          (e) The bonus or bonuses  provided  for in this  Section  3.2 shall be
paid to the  Employee not later than ninety (90) days  following  the end of the
fiscal year of the Company to which such bonus relates.

          3.3 Stock  Options.  (a) The Company  shall cause to be granted to the
Employee as promptly as practicable  after the date hereof,  options to purchase
125,000  shares of the  common  stock,  par value  $.01 per share  (the  "Common
Stock"),  of the Company at an exercise price per share equal to the fair market
value of the Common  Stock on the date of grant  (the  "Options").  The  Options
shall become exercisable in full nine years and six months following the date of
grant provided that the Option shall become exercisable in six months after the

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                                                                               4


date of grant if at the time of exercise the closing  price for the Common Stock
as quoted on one or more U.S. national securities exchanges, the NASDAQ National
Market  System or the NASDAQ  SmallCap  Market or the average of the closing bid
and asked prices as quoted on the OTC Bulletin Board and/or the NQB Pink Sheets,
as the case may be, shall have equalled or exceeded $7.00 (subject to adjustment
for events  affecting the Common Stock or the capital  structure of the Company)
on at least twenty (20) trading days, which need not be consecutive,  subsequent
to the date of grant. The Options shall be otherwise subject to the terms of the
Stock Option Plan of the Company pursuant to which the Options are granted.

          (b) It is understood  and agreed that the Employee  shall  continue to
retain options heretofore granted to him to purchase 75,000 shares of the Common
Stock of the Company and 125,000 shares of the common stock,  $.01 par value, of
Ramsay Managed Care, Inc.

          4. Expense Reimbursement.

          During the term of this  Agreement,  the Company  shall  reimburse the
Employee for all reasonable and necessary out-of-pocket expenses incurred by him
in  connection  with  the  performance  of  his  duties   hereunder,   upon  the
presentation  of proper  accounts  therefor  in  accordance  with the  Company's
policies and annual budget parameters.

          5. Benefits.

          5.1 Benefit  Plans.  During the term of this  Agreement,  the Employee
will be eligible to  participate  in all employee  benefit plans and programs of
the Company, including,  without limitation,  group life insurance,  disability,
401(k), stock option, stock purchase, group hospitalization,  surgical and major
medical  insurance  plans of the Company,  in accordance  with the provisions of
such plans and programs as in effect from time to time.  The Employee  will also
be entitled to  participate  in other benefit  programs made available to senior
executives of the Company.

          5.2  Vacation;  Sick Days;  Leave of Absence.  The  Employee  shall be
entitled to four (4) weeks' paid  vacation  and ten (10) paid sick days per year
and leaves of absence to attend professional and business activities,  including
conventions and educational programs, all in accordance with Company policies in
effect  from time to time for its  executive  employees.  Any accrued and unused
vacation and sick days will be carried forward to the subsequent year or years.



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                                                                               5

Upon any termination of the Employee's employment with the Company, the Employee
(or his estate)  shall be paid for any  vacation  and sick days then accrued and
unused.

          5.3 Automobile.  During the term of this Agreement,  the Company shall
provide the Employee  with an  automobile  allowance in the amount of $1,760 per
month.

          5.4  Disability  Insurance.   In  addition  to  any  other  disability
insurance  which may now or hereafter be provided by the Company under any group
contract or otherwise,  the Company shall, during the term of this Agreement pay
directly or reimburse the Employee for premiums  payable during the term of this
Agreement on the disability insurance policy described in Exhibit A hereto.

          5.5 Club Dues.  During the term of this  Agreement,  the Company shall
pay directly or reimburse the Employee for club dues in such  reasonable  amount
as shall be  approved  by the  Company  in advance  on an annual  basis.  At the
request of the Employee, the Company shall advance to the Employee $10,000 for a
club  membership  deposit,  such  advance to be refunded by the  Employee to the
Company upon termination of the Employee's employment with the Company.

          6. Termination of Employment.

          6.1 Death.  In the event of the death of the Employee  during the term
of  this  Agreement,  the  Company  shall  pay  to the  estate  or  other  legal
representative  of the  Employee  (a) the base salary  provided for in Section 3
accrued to the date of death and not theretofore  paid to the Employee,  (b) any
bonus  payable  pursuant  to  Section  3.2  and (c) any  compensation  as  would
otherwise have been payable to the Employee from the date of death to the end of
the month in which the  Employee's  death  occurs.  Rights and  benefits  of the
estate or other legal representative of the Employee under the benefit plans and
programs of the Company shall be determined in accordance with the provisions of
such plans and programs. Neither the estate or other legal representative of the
Employee nor the Company shall have any further rights or obligations under this
Agreement, except as provided in Sections 5 and 6.7.

          6.2 Disability.  If, during the term of this  Agreement,  the Employee
shall become incapacitated by reason of sickness,  accident or other physical or
mental disability and shall be unable to perform his normal duties hereunder for
a  cumulative  period of three (3) months in any  period of six (6)  consecutive
months, the employment of the Employee hereunder may be terminated by the 



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                                                                               6

Company or the Employee. In the event of such termination, the Company shall (a)
pay to the Employee any bonus payable  pursuant to Section 3.2 and (b) until the
first to occur of the expiration of a period of twenty-four (24) months from the
date of such termination or the death of the Employee,  the Company shall pay to
the  Employee an amount equal to the excess of the monthly base salary in effect
at the time of such termination  over the aggregate  monthly benefits payable to
the Employee under any disability  plan or policy  maintained by the Company and
the  disability  policy  described  in Section  5.4.  Rights and benefits of the
Employee under the benefit plans and programs of the Company shall be determined
in  accordance  with the  provisions  of such plans and  programs.  Neither  the
Employee nor the Company shall have any further rights or obligations under this
Agreement, except as provided in Sections 5, 6.7, 7, 8, 9 and 10.

          6.3  Due  Cause.  The  employment  of the  Employee  hereunder  may be
terminated by the Company at any time during the term of this  Agreement for Due
Cause (as hereinafter  defined).  In the event of such termination,  the Company
shall pay to the Employee (a) the base salary  provided for in Section 3 accrued
to the date of such termination and not theretofore paid to the Employee and (b)
any bonus payable  pursuant to Section 3.2.  Rights and benefits of the Employee
under the  benefit  plans and  programs of the Company  shall be  determined  in
accordance with the provisions of such plans and programs.  For purposes hereof,
"Due Cause" shall mean (i) the Employee's  material  breach by willful action or
inaction,  of any of the  material  provisions  of this  Agreement,  or (ii) the
Employee's  conviction  in a court  of law of any  felony,  or of any  crime  or
offense concerning money or property of the Company; provided, however, that the
Employee  shall be given written  notice by a majority of the Board of Directors
of the Company that it intends to terminate the  Employee's  employment  for Due
Cause,  which  written  notice  shall  specify  the act or acts  upon  which the
majority of the Board of  Directors of the Company  intends so to terminate  the
Employee's  employment,  and the Employee  shall then be given the  opportunity,
within ten (10) days of his receipt of such  notice,  to have a meeting with the
Board of Directors  of the Company to discuss such act or acts.  If the basis of
such written  notice is other than an act or acts  described in clause (ii), the
Employee  shall be given ten (10) days after such meeting  within which to cease
or correct the  performance  (or  nonperformance)  giving  rise to such  written
notice and,  upon failure of the Employee  within such ten (10) days to cease or
correct such performance (or nonperformance), the Employee's employment by the


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                                                                               7


Company shall automatically be terminated  hereunder for Due Cause.  Neither the
Employee nor the Company shall have any further rights or obligations under this
Agreement, except as provided in Sections 5, 6.7, 7, 8, 9 and 10.

          6.4 Other  Termination  by the Company.  The Company may terminate the
Employee's  employment at any time for whatever  reason it deems  appropriate or
without reason. In the event of such  termination,  the Company shall (a) pay to
the Employee any bonus  payable  pursuant to Section 3.2 and (b) continue to pay
the base  salary  provided  for in Section 3 (at the annual rate then in effect)
until the  expiration  of a period of  twenty-four  (24) months from the date of
such  termination.  Rights and benefits of the Employee  under the benefit plans
and  programs  of the  Company  shall  be  determined  in  accordance  with  the
provisions  of such plans and  programs.  Neither the  Employee  nor the Company
shall have any further rights or  obligations  under this  Agreement,  except as
provided in Sections 5, 6.7, 7, 8, 9 and 10.

          6.5  Termination  by the  Employee.  The  Employee may  terminate  his
employment  with the  Company  during  the term of this  Agreement  upon six (6)
months' prior written notice to the Company.  In the event of such  termination,
the  Company  shall pay to the  Employee  (a) the base  salary  provided  for in
Section 3 accrued to the date of  termination  and not  theretofore  paid to the
Employee and (b) any bonus payable  pursuant to Section 3.2. Rights and benefits
of the Employee  under the benefit  plans and  programs of the Company  shall be
determined in accordance with the provisions of such plans and programs. Neither
the Employee nor the Company shall have any further rights or obligations  under
this Agreement, except as provided in Sections 5, 6.7, 7, 8, 9 and 10.

          6.6  Change in  Control.  If,  following  a change in  control  of the
Company,  if the  employment  of the Employee  hereunder is  terminated  for any
reason  whatsoever or for no reason,  whether by the Employee or by the Company,
the Company  shall pay to the Employee (a)  severance  pay in an amount equal to
twenty-four  (24)  months'  base  salary (at the  highest  annual rate in effect
during the one-year  period ending on the date of termination of employment) and
(b) any bonus payable pursuant to Section 3.2. Such severance  payment and bonus
shall be paid to the Employee in a cash lump sum on the date of  termination  of
employment.  Rights and  benefits of the  Employee  under the benefit  plans and
programs of the Company shall be determined in accordance with the provisions of
such plans and programs. Neither the Employee nor the Company shall have any



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                                                                               8

further  rights or  obligations  under this  Agreement,  except as  provided  in
Sections 5, 6.7, 7, 8, 9 and 10. For  purposes  of this  Agreement,  a change in
control of the Company shall be deemed to have occurred if:

          (A) a "person" (meaning an individual,  a partnership,  or other group
or association as defined in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934), other than RHHL (as hereinafter defined) or any affiliate thereof,
acquires  fifty  percent  (50%)  or more of the  combined  voting  power  of the
outstanding  securities  of the Company  having a right to vote in  elections of
directors; or

          (B) Continuing Directors (as hereinafter defined) shall for any reason
cease to constitute a majority of the Board of Directors of the Company; or

          (C)  all or  substantially  all  of the  business  of the  Company  is
disposed  of by the  Company to a party or parties  other than a  subsidiary  or
other  affiliate of the Company,  in which the Company owns less than a majority
of the equity,  pursuant to a partial or complete  liquidation  of the  Company,
sale of assets  (including  stock of a subsidiary  of the Company) or otherwise.
For purposes hereof, a sale or disposition of fifty percent (50%) or more of the
assets  of the  Company  to a party  or  parties  (other  than a  subsidiary  or
affiliate of the Company as above  described)  shall be deemed a disposition  of
substantially all of the business of the Company.

          For purposes of this Agreement,  the term "Continuing  Director" shall
mean a member of the Board of  Directors  of the Company who either was a member
of the  Board of  Directors  on the date  hereof  or who  subsequently  became a
Director  and  whose  election  was voted for by  Ramsay  Holdings  HSA  Limited
("RHHL") or by a Continuing  Director with the  acquiescence of RHHL. A Director
shall not be considered a Continuing  Director for purposes of this Agreement if
his  election  was  voted  for by RHHL,  or by a  Continuing  Director  with the
acquiescence  of RHHL,  (i) pursuant to an agreement  with, or at the direction,
request or suggestion of, any individual, firm or corporation in connection with
the  purchase  or other  acquisition  or  receipt  by such  individual,  firm or
corporation  of all or any  shares of  capital  stock of the  Company or (ii) in
anticipation  of the  sale  or  other  disposition  by RHHL of all or any of its
shares of capital stock of the Company.


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                                                                               9

          6.7 Stock  Options.  In the  event of  termination  of the  Employee's
employment with the Company:  (i) pursuant to Section 6.4 (Other Termination) or
6.6 (Change in Control) of this  Agreement,  the Company  shall cause each stock
option  heretofore  granted  by the  Company  to the  Employee  to become  fully
exercisable and to remain  exercisable until the later of August 11, 1999 or six
(6) months following the date of termination, unless such action, in the opinion
of counsel to the Company, would violate, or adversely affect the status of such
option or the plan (if any)  pursuant to which such  option was  granted  under,
Rule 16b-3 under  Section 16 of the  Securities  Exchange  Act of 1934;  or (ii)
pursuant to Section 6.1 (Death),  6.2 (Disability),  6.4 (Other  Termination) or
6.6 (Change in Control) of this  Agreement,  the Company  shall cause each stock
option heretofore  granted by the Company to the Employee to become  exercisable
by the Employee or the Employee's  estate without regard to the requirement that
the price for the Common Stock shall have  equalled or exceeded  $7.00 per share
on at least  twenty  (20)  trading  days  subsequent  to the  date of grant  (as
described in Section 3.3 of this Agreement).

          7. Confidential Information.

          7.1 The Employee  shall,  during the term of this Agreement and at all
times  thereafter,  treat  as  confidential  and,  except  as  required  in  the
performance  of his  duties  and  responsibilities  under  this  Agreement,  not
disclose,  publish  or  otherwise  make  available  to  the  public  or  to  any
individual,  firm or  corporation  any  confidential  material  (as  hereinafter
defined). The Employee agrees that all confidential material,  together with all
notes and records of the Employee relating thereto, and all copies or facsimiles
thereof in the  possession  of the Employee,  are the exclusive  property of the
Company and the Employee agrees to return such material to the Company  promptly
upon the termination of the Employee's employment with the Company.

          7.2 For the purposes hereof,  the term  "confidential  material" shall
mean all  information  acquired by the Employee in the course of the  Employee's
employment  with the  Company  in any way  concerning  the  products,  projects,
activities,  business  or affairs of the  Company  or the  Company's  customers,
including,  without limitation, all information concerning trade secrets and the
products or projects of the Company and/or any improvements  therein,  all sales
and  financial  information  concerning  the Company,  all customer and supplier
lists,  all  information  concerning  projects in research  and  development  or
marketing plans for any such products or projects, and all information in any



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way  concerning  the  products,  projects,  activities,  business  or affairs of
customers  of the Company  which is  furnished to the Employee by the Company or
any of its  agents  or  customers,  as such;  provided,  however,  that the term
"confidential   material"  shall  not  include  information  which  (a)  becomes
generally  available to the public other than as a result of a disclosure by the
Employee, (b) was available to the Employee on a non-confidential basis prior to
his  employment  with the Company or (c) becomes  available to the Employee on a
non-confidential basis from a source other than the Company or any of its agents
or  customers  provided  that  such  source  is not  bound by a  confidentiality
agreement with the Company or any of such agents or customers.

          8. Interference With the Company.

          8.1 The Employee  acknowledges that the services to be rendered by him
to the Company are of a special and unique character.  The Employee agrees that,
in  consideration of his employment  hereunder,  the Employee will not (a) for a
period of one year  commencing on the date of termination of his employment with
the Company, (i) solicit or endeavor to solicit patient referrals, either on his
own account or for any person, firm, corporation or other organization, from (x)
any person,  including any physician,  clinical  psychologist,  social worker or
consultant to the Company,  who, during the period of the Employee's  employment
with the Company,  made patient referrals to the Company, or (y) any employee of
the  Company,  or (ii)  solicit or entice or  endeavor to solicit or entice away
from the Company any person who was a director,  officer, employee or consultant
of the Company,  either on his own account or for any person, firm,  corporation
or other organization, whether or not such person would commit any breach of his
contract of employment by reason of leaving the service of the Company,  and the
Employee  agrees not to employ,  directly  or  indirectly,  any person who was a
director,  officer or employee of the Company or who by reason of such  position
at  any  time  is or may  be  likely  to be in  possession  of any  confidential
information  or trade  secrets  relating  to the  businesses  or products of the
Company or (b) at any time,  take any action or make any statement the effect of
which would be,  directly or indirectly,  to impair the good will of the Company
or the  business  reputation  or  good  name  of  the  Company  or be  otherwise
detrimental  to the interests of the Company,  including any action or statement
intended, directly or indirectly, to benefit a competitor of the Company.

          8.2 The Employee and the Company agree that if, in any proceeding, the
court or other authority shall refuse to enforce the covenants herein set forth



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because  such  covenants  cover too  extensive a  geographic  area or too long a
period of time,  any such  covenant  shall be deemed  appropriately  amended and
modified in keeping  with the  intention  of the  parties to the maximum  extent
permitted by law.

          9. Inventions.

          Any and all  inventions,  innovations or  improvements  ("inventions")
made, developed or created by the Employee (whether at the request or suggestion
of the Company or otherwise,  whether alone or in conjunction  with others,  and
whether  during  regular  hours of work or  otherwise)  during the period of his
employment  with the Company which may be directly or  indirectly  useful in, or
relate to, the business of the Company, shall be promptly and fully disclosed by
the Employee to the Board of Directors of the Company and shall be the Company's
exclusive  property as against the  Employee,  and the Employee  shall  promptly
deliver to an  appropriate  representative  of the Company as  designated by the
Board of  Directors  all  papers,  drawings,  models,  data and  other  material
relating to any inventions made,  developed or created by him as aforesaid.  The
Employee shall, at the request of the Company and without any payment  therefor,
execute any  documents  necessary or  advisable in the opinion of the  Company's
counsel to direct  issuance of patents or copyrights to the Company with respect
to such inventions as are to be the Company's  exclusive property as against the
Employee  or to vest in the  Company  title to such  inventions  as against  the
Employee. The expense of securing any such patent or copyright shall be borne by
the Company.

          10. Equitable Relief.

          In the event of a breach or  threatened  breach by the Employee of any
of the provisions of Sections 7, 8 or 9 of this  Agreement,  the Employee hereby
consents  and agrees that the Company  shall be  entitled  to an  injunction  or
similar  equitable relief from any court of competent  jurisdiction  restraining
the Employee from committing or continuing any such breach or threatened  breach
or granting  specific  performance  of any act  required to be  performed by the
Employee  under any of such  provisions,  without the  necessity  of showing any
actual  damage or that money  damages  would not afford an  adequate  remedy and
without the  necessity  of posting any bond or other  security.  Nothing  herein
shall be construed as  prohibiting  the Company from pursuing any other remedies
at law or in equity  which it may have.  For purposes of Sections 7, 8, 9 and 10
of  this  Agreement,   the  term  "Company"  shall  be  deemed  to  include  the
subsidiaries and affiliates of the Company.




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                                                                              12

          11. Successors and Assigns.

          11.1  Assignment  by  the  Company.  The  Company  shall  require  any
successors (whether direct or indirect,  by purchase,  merger,  consolidation or
otherwise)  to all or  substantially  all of the business  and/or  assets of the
Company to assume and agree to perform this  Agreement in the same manner and to
the same  extent  that the  Company  would be  required  to  perform  if no such
succession  had taken place.  As used in this Section,  "the Company" shall mean
the Company as  hereinbefore  defined and any  successor to its business  and/or
assets  as  aforesaid  which  otherwise  becomes  bound  by all  the  terms  and
provisions  of this  Agreement by operation of law and this  Agreement  shall be
binding upon, and inure to the benefit of, the Company, as so defined.

          11.2  Assignment  by the  Employee.  The  Employee may not assign this
Agreement or any part thereof without the prior written consent of a majority of
the Board of Directors of the Company;  provided,  however,  that nothing herein
shall  preclude one or more  beneficiaries  of the Employee  from  receiving any
amount that may be payable following the occurrence of his legal incompetency or
his death and shall not  preclude  the legal  representative  of his estate from
receiving  such amount or from  assigning  any right  hereunder to the person or
persons  entitled  thereto under his will or, in the case of  intestacy,  to the
person or persons entitled thereto under the laws of intestacy applicable to his
estate.  The  term  "beneficiaries",  as used in this  Agreement,  shall  mean a
beneficiary or  beneficiaries so designated to receive any such amount or, if no
beneficiary has been so designated, the legal representative of the Employee (in
the event of his incompetency) or the Employee's estate.

          12. Governing Law.

          This  Agreement  shall be deemed a contract  made  under,  and for all
purposes  shall be  construed  in  accordance  with,  the  laws of the  State of
Delaware  applicable to contracts to be performed entirely within such State. In
the event that a court of any  jurisdiction  shall hold any of the provisions of
this  Agreement to be wholly or  partially  unenforceable  for any reason,  such
determination  shall not bar or in any way affect the Company's  right to relief
as provided for herein in the courts of any other jurisdiction. Such provisions,
as they relate to each  jurisdiction,  are,  for this  purpose,  severable  into
diverse and independent  covenants.  Service of process on the parties hereto at
the addresses set forth herein shall be deemed adequate service of such process.

<PAGE>

                                                                              13


          13. Entire Agreement.

          This Agreement  contains all the  understandings  and  representations
between  the  parties  hereto  pertaining  to  the  subject  matter  hereof  and
supersedes all undertakings and agreements,  whether oral or in writing,  if any
there be, previously entered into by them with respect thereto.

          14. Amendment; Modification; Waiver.

          No provision of this Agreement may be amended or modified  unless such
amendment or modification is agreed to in writing and signed by the Employee and
by a duly  authorized  representative  of the Company  other than the  Employee.
Except as otherwise specifically provided in this Agreement, no waiver by either
party  hereto of any  breach  by the other  party  hereto  of any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of a similar or  dissimilar  provision  or condition at the same or any
prior or  subsequent  time,  nor shall the  failure of or delay by either  party
hereto in exercising any right, power or privilege hereunder operate as a waiver
thereof to preclude any other or further exercise thereof or the exercise of any
other such right, power or privilege.

          15. Arbitration.

          Any controversy or claim arising out of or relating to this Agreement,
or any breach  thereof,  shall,  except as provided in Section 10, be settled by
arbitration in accordance with the rules of the American Arbitration Association
then in effect and judgment upon such award  rendered by the  arbitrator  may be
entered in any court having jurisdiction  thereof. The arbitration shall be held
in the area where the Company  then has its  principal  place of  business.  The
arbitration award may include an award of attorneys' fees and costs.

          16. Notices.

          Any notice to be given  hereunder  shall be in writing  and  delivered
personally or sent by certified mail, postage prepaid, return receipt requested,
addressed to the party concerned at the address indicated below or at such other
address as such party may subsequently designate by like notice:



<PAGE>

                                                                              14


          If to the Company:

                Ramsay Health Care, Inc.
                One Alhambra Plaza
                Suite 750
                Coral Gables, Florida  33134
                Attention:  Vice Chairman of the Board

          If to the Employee:

                Mr. Remberto Cibran
                11820 S.W. 92nd Avenue
                Miami, Florida  33176

          17. Severability.

          Should  any  provision  of  this  Agreement  be  held  by a  court  or
arbitration panel of competent  jurisdiction to be enforceable only if modified,
such holding shall not affect the validity of the  remainder of this  Agreement,
the balance of which shall  continue to be binding upon the parties  hereto with
any such  modification to become a part hereof and treated as though  originally
set forth in this  Agreement.  The parties  further agree that any such court or
arbitration  panel is  expressly  authorized  to modify  any such  unenforceable
provision of this  Agreement in lieu of severing  such  unenforceable  provision
from  this  Agreement  in its  entirety,  whether  by  rewriting  the  offending
provision,  deleting any or all of the offending  provision,  adding  additional
language to this Agreement,  or by making such other  modifications  as it deems
warranted  to carry out the  intent and  agreement  of the  parties as  embodied
herein to the maximum extent permitted by law. The parties  expressly agree that
this Agreement as so modified by the court or arbitration panel shall be binding
upon and enforceable  against each of them. In any event,  should one or more of
the provisions of this Agreement be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any  other  provisions  hereof,  and if such  provision  or  provisions  are not
modified  as  provided  above,  this  Agreement  shall be  construed  as if such
invalid, illegal or unenforceable provisions had never been set forth herein.

          18. Key-Man Life Insurance.

          The  parties  agree  that the  Company  may,  in its sole  discretion,
maintain key man life insurance policies on the life of the Employee.



<PAGE>

                                                                              15


          19. Indemnification.

          The Company and the Employee are simultaneously herewith entering into
an  Indemnification  Agreement  which  shall  continue  in full force and effect
during  the  term  of  this   Agreement  and  thereafter  as  provided  in  such
Indemnification Agreement.

          20. Authority.

          The Company represents and warrants to the Employee that the execution
and delivery of this Agreement by the Company and the performance by the Company
of its  covenants  and  agreements  hereunder  have been duly  authorized by all
necessary  corporate  action and that this  Agreement has been duly executed and
delivered on behalf of the Company.

          21. Withholding.

          Anything to the contrary notwithstanding,  all payments required to be
made by the Company  hereunder to the Employee or his  beneficiaries,  including
his estate, shall be subject to withholding of such amounts relating to taxes as
the  Company  may  reasonably  determine  it  should  withhold  pursuant  to any
applicable law or regulation.

          22. Survivorship.

          The respective  rights and obligations of the parties  hereunder shall
survive  any  termination  of this  Agreement  to the  extent  necessary  to the
intended preservation of such rights and obligations.

          23. Titles.

          Titles of the  sections  of this  Agreement  are  intended  solely for
convenience  and no provision of this  Agreement is to be construed by reference
to the title of any section.

                    *                   *                   *


<PAGE>

                                                                              16




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

                                     RAMSAY HEALTH CARE, INC.


                                     By /s/  Luis Lamela                        
                                     ___________________________________________
                                             Luis Lamela



                                     By /s/  Remberto Cibran                    
                                     ___________________________________________
                                             Remberto Cibran

<PAGE>


                                    Exhibit A

                                Disability Policy


Insured:          Remberto Cibran

Insurer:          UNUM Life Insurance Company of America

Policy No.:       LAD257591