AMENDMENT TO EMPLOYMENT
AGREEMENT

       

      THIS
AMENDMENT, made this _______ day of December, 2008, by and between METCARE OF
FLORIDA, INC., a Florida corporation (the “Company”), and Jose A. Guethon, M.D.
(the “Executive”).

       

      WITNESSETH:

       

      WHEREAS,
the Company and Executive desire to amend that certain Employment Agreement (the
“Agreement”), originally entered into between the Company and Executive as of
February 1, 2005, and as amended on July 1, 2005, in order
to comply with Section 409A of the Code and the regulations and other guidance
promulgated thereunder; and

       

      WHEREAS,
Section 11 of the Agreement provides that the Agreement may be amended by a
written instrument signed on behalf of the Company and by the
Executive.

       

      NOW,
THEREFORE, in consideration of the premises and of the mutual promises contained
herein and in the Agreement, the parties agree to amend the Agreement as
follows, effective as of January 1, 2009.

       

      1.           Section
4.1 of the Agreement is amended by adding the following sentence at the end
thereof:

       

      “Any
required reimbursements shall be paid to Executive no later than the last day of
the calendar year following the calendar year in which the underlying expense
was incurred by the Executive, and the amount of expenses eligible for
reimbursement during any year may not affect the expenses eligible for
reimbursement in any other year.”

       

      2.           Section
5.2 of the Agreement is amended to read in its entirety as
follows:


      
        
           


        

        
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      “5.2           Termination Without
Cause.  At any time the Company shall have the right to
terminate the Term of Employment by written notice to the
Executive.  Upon any termination pursuant to this Section 5.2, or upon
any termination pursuant to Section 5.3 or Section 5.4, (that is not a
termination under any of Sections 5.1, 5.5 or 5.6), the Company shall (i) pay to
the Executive any unpaid Base Salary through the effective date of termination
specified in such notice, (ii) continue to pay the Executive’s Base Salary for a
period of twelve (12) months from notice of termination hereunder (the
“Continuation Period”), (iii) continue to provide the Executive with the
benefits he/she was receiving under Section 4.2 hereof (the “Benefits”)
through the end of the Continuation Period in the manner and at such times as
the Benefits otherwise would have been payable or provided to the Executive and
(iv) within thirty days of Executive’s termination, pay Executive for any unused
vacation days accumulated as of the date of termination.  In the event
that the Company is unable to provide the Executive with any Benefits required
hereunder by reason of the termination of the Executive’s employment pursuant to
this Section 5.2, then the Company shall make a cash payment, within thirty
days of Executive’s termination, equal to the value of the Benefits that
otherwise would have accrued for the Executive’s benefit under the plan, for the
period during which such Benefits could not be provided under the
plans.  The Company’s good faith determination of the amount that
would have been contributed or the value of any Benefits that would have accrued
under any plan shall be binding and conclusive on the Executive.  For
this purpose, the Company may use as the value of any Benefit the cost to the
Company of providing that Benefit to the Executive.  Further, the
vesting of the Executive’s Stock Options, if any, shall be subject to the terms
of any option agreement(s) to which the Executive and the Company are
parties.  The Company shall have no further liability hereunder (other
than for reimbursement for reasonable business expenses incurred prior to the
date of termination, subject, however, to the provisions of
Section 4.1).  For all purposes under this Agreement, the failure
by the Company to offer to renew the Agreement following the expiration of the
Initial Term or any Renewal Term on the same terms and conditions hereunder
shall be treated as if the Company terminated this Agreement pursuant to this
Section 5.2.”


      
        
           


        

        
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      3.           Section 5.5(d)
is amended to read in its entirety as follows:

       

      “For purposes of this Agreement, “Good
Reason” shall mean (i) the assignment to the Executive of any duties or
responsibilities inconsistent in any respect with the Executive’s position or a
similar position in the Company or one of its subsidiaries, as contemplated by
Section 1.2 of this Agreement, or any other action by the Company, in each
case, which results in a substantial and compelling diminution in such position,
authority, duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company within fifteen (15) days after receipt of notice thereof
given by the Executive; (ii) any failure by the Company to comply with any of
the provisions of Article 3 or Section 4.2 of this Agreement, other
than an isolated, insubstantial and inadvertent failure not occurring in bad
faith and which is remedied by the Company promptly after receipt of notice
thereof given by the Executive; (iii) the Company’s requiring the Executive to
be based at any office or location outside of the area for which Executive was
originally hired to work except (x) where such change in work location does not
represent a material change in the geographic location at which Executive is
required to provide services, or (y) for travel reasonably required in the
performance of the Executive’s responsibilities.  For purposes of this
Section 5.5(d), any good faith determination of “Good Reason” made by the Board
shall be conclusive.”

       

      4.           Section 5.6(a)
of the Agreement is amended to read in its entirety as follows:

       

      “(a)           In
the event that (i) a Change in Control (as defined in paragraph (b) of this
Section 5.6) of the Company shall occur during the Term of Employment, and (ii)
prior to the later of the Expiration Date or one year after the date of the
Change in Control, either (x) the Term of Employment is terminated by the
Company without Cause, pursuant to Section 5.2 hereof or (y) the Executive
terminates the Term of Employment for Good Reason, the Company shall (1) pay to
the Executive any unpaid Base Salary through the effective date of termination,
(2) pay to the Executive as a single lump sum payment, within 30 days of the
termination of his employment hereunder, the sum of (x) the Executive’s current
annual Base Salary, plus any bonuses payable to the Executive pursuant to and in
accordance with Section 3.2 hereof, any unused vacation pay and the value of the
annual fringe benefits (based upon their cost to the Company) required to be
provided to the Executive under Sections 4.2 and 4.4 hereof, for the year
immediately preceding the year in which his employment terminates, plus (y) the
value of the portion of his benefits under any savings, pension or profit
sharing plans that are forfeited under those plans by reason of the termination
of his employment hereunder.  The Company shall have no further
liability hereunder (other than for reimbursement for reasonable business
expenses incurred prior to the date of termination, subject, however, to the
provisions of Section 4.1).”


      
        
           


        

        
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      5.           The
Agreement is amended to add a new Section 5.6(c) to read as
follows:

       

      “(c)           Notwithstanding
the foregoing, the provisions of this Section 5.6 shall only apply if (i)
the payments to be made hereunder are not subject to Section 409A of the
Internal Revenue Code, or (ii) any such Change in Control would also constitute
a change in the ownership or effective control of the Company, or a change in
the ownership of a substantial portion of the assets of the Company, within the
meaning of Treas. Reg. Section 1.409A-3(i)(5).”

       

      6.           The
Agreement is amended by adding a new Section 5.9 to read as
follows:

       

      “5.9           Termination of
Employment.  For purposes of any benefit to be provided or any
amount payable under this Agreement that is subject to Section 409A of the Code,
termination of employment shall not be deemed to occur unless it is reasonably
expected that Executive will provide no further services to the Company or its
affiliates, as defined in Section 414(b) or (c) of the Code, or that the level
of bona fide services
will not exceed 20% of the average level of services provided by Executive over
the thirty-six (36) months preceding Executive’s termination of
employment.  If Executive continues to provide bona fide services to the
Company or any of its affiliates at a level that is more than 20% of the average
level of services provided by Executive over such thirty-six (36) month period,
then Executive shall be deemed not to have experienced a termination of
employment.”

       

      7.           The
Agreement is further amended by adding a new Section 5.10 to read as
follows:

       

      “5.10 Delay of Certain
Payments.  In the event that Executive is a “specified
employee” within the meaning of Section 409A of the Code (as determined by the
Company or its delegate), any payments hereunder subject to Section 409A of the
Code shall not be paid or provided until the earlier of (A) the Executive’s
death, or (B) the expiration of the 6-month period following Executive’s
termination of employment (“Delay Period”).  Any payments that are
delayed by virtue of this subparagraph shall (I) be paid in one payment at the
conclusion of the Delay Period and (II) include interest computed at five
percent (5%) per annum for the duration of the Delay Period.”


      
        
           


        

        
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      8.           Section 9
of the Agreement is amended by the addition of the following new sentences at
the end thereof:

       

      “To the
extent applicable, this Agreement is intended to comply with the distribution
and other requirements under Section 409A of the Code.  For any
payments or reimbursements to be made (or in-kind benefits to be provided) under
this Agreement that are subject to Section 409A of the Code, the Agreement shall
be interpreted and applied in a manner consistent with the requirements of
Section 409A of the Code and the regulations promulgated
thereunder.”

       

      9.           Capitalized
terms used herein shall have the same meaning as used in the Agreement unless
specifically defined herein.

       

      10.           The
Agreement, as amended herein, is hereby ratified and affirmed in all other
respects.


      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties hereto have executed this Amendment on the date
first set forth above.

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                COMPANY:

                              
	 
      
	
                                METCARE
      OF FLORIDA, INC.

                              
	 	 
	
                                By:

                              	 
      
	 
      	
                                Roberto
      L. Palenzuela

                              
	 
      	
                                Secretary
      and General Counsel

                              
	 
      	 
      
	
                                THE
      EXECUTIVE:

                              
	 
      	 
      
	 
      
	Jose
      A. Guethon,
M.D.


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
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