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                                                                   EXHIBIT 10.42

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement") is made and entered into
this 25th day of June 1999, by and between Medaphis Physician Services
Corporation., a Delaware corporation (the "Company") and a wholly-owned
subsidiary of Medaphis Corporation, a Delaware corporation ("Medaphis"), and
William J. DeZonia, a resident of the State of Georgia (the "Employee").

                      Statement of Background Information

         The Company renders to hospitals, physicians, and/or other healthcare
organizations and providers: (a) billing services, accounts receivable
management services, collection services, electronic claims services, financial
management services, and practice and facilities management services: (b)
eligibility verification and certification for Medicaid, Medicare and other
healthcare assistance programs; (c) filing and other medical claims
securitization services; (d) medical coverage information services; and (e)
medical and insurance claims monitoring and tracking services (collectively,
the "Processing Business") (the Processing Business and any other distinct
business segment in which the Company engages during Employee's employment are
collectively referred to herein as the "Business").

         In consideration of the mutual covenants, promises and conditions set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.       Employment.  The Company hereby employs Employee and Employee hereby
         accepts such employment upon the terms and conditions set forth in
         this Agreement.

2.       Duties of Employee.  Employee's title will be Senior Vice President,
         Process Improvement of the Company. Employee agrees to perform and
         discharge such other duties as may be assigned to Employee from time
         to time by the Company to the reasonable satisfaction of the Company,
         and such duties will be consistent with those duties regularly and
         customarily assigned by the Company to the position of Senior Vice
         President, Process Improvement and by Medaphis to executives in
         comparable positions with operating subsidiaries. Employee also agrees
         to comply with all of Medaphis' and the Company's policies, standards
         and regulations as promulgated and in effect from time to time, and to
         follow the instructions and directives of Employee's superiors within
         Medaphis. Employee will devote Employee's full professional and
         business-related time, skills and best efforts to such duties and will
         not, during the term of this Agreement, be engaged (whether or not
         during normal business hours) in any other business or professional
         activity, whether or not such activity is pursued for gain, profit or
         other pecuniary advantage, without the prior written consent of the
         Chief Executive Officer of Medaphis, which consent will not


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         be unreasonably withheld; provided, however, that Employee's assisting
         his daughter in the start-up and conduct of a photography and greeting
         card business shall not violate this restriction. This Section will
         not be construed to prevent Employee from (a) investing personal
         assets in businesses which do not compete with the Company in such
         form or manner that will not require any services on the part of
         Employee in the operation or the affairs of the companies in which
         such investments are made and in which Employee's participation is
         solely that of an investor; (b) purchasing securities in any
         corporation whose securities are listed on a national securities
         exchange or regularly traded in the over-the-counter market, provided
         that Employee at no time owns, directly or indirectly, in excess of
         one percent (1%) of the outstanding stock of any class of any such
         corporation engaged in a business competitive with that of the
         Company; or (c) participating in conferences, preparing and publishing
         papers or books or teaching, so long as the Chief Executive Officer of
         Medaphis approves such participation, preparation and publication or
         teaching prior to Employee's engaging therein.

3.       Term.  The term of this Agreement will be for a two (2) year period
         of time, commencing as of June 1, 1999 and expiring on the second
         anniversary thereof subject to earlier termination as provided for in
         Section 4 of this Agreement. This Agreement shall be automatically
         renewed for successive one (1) year periods at the end of the initial
         term, unless either party gives notice to the other of its intent to
         terminate this Agreement not less than sixty (60) days prior to the
         commencement of any such one (1) year period. In the event such notice
         is properly and timely given, this Agreement shall terminate at the
         end of the initial term or one (1) year period in which such notice is
         given without further payment by or obligation on the part of the
         Company, subject to applicable Company standard severance guidelines.

4.       Termination.

         (a)      Termination by Company for Cause. Notwithstanding anything
         contained in Section 3 to the contrary, the Company may terminate this
         Agreement and all of its obligations hereunder immediately if any of
         the following events occur:

                  (i)      Employee materially breaches any of the terms or
                  conditions set forth in this Agreement and fails to cure such
                  breach within ten (10) days after Employee's receipt from the
                  Company of written notice of such breach (notwithstanding the
                  foregoing, no cure period shall be applicable to breaches by
                  Employee of Sections 6, 7 or 8 of this Agreement);

                  (ii)     Employee commits any other act materially detrimental
                  to the business or reputation of the Company;


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                  (iii)    Employee commits or is convicted of any crime
                  involving fraud, deceit or moral turpitude; or

                  (iv)     Employee dies or becomes mentally or physically
                  incapacitated or disabled so as to be unable to perform
                  Employee's duties under this Agreement. Without limiting the
                  generality of the foregoing, Employee's inability adequately
                  to perform services under this Agreement for a period of
                  sixty (60) consecutive days will be conclusive evidence of
                  such mental or physical incapacity or disability, unless such
                  inability adequately to perform services under this Agreement
                  is pursuant to a mental or physical incapacity or disability
                  covered by the Family Medical Leave Act, in which case such
                  sixty (60)-day period shall be extended to a one hundred and
                  twenty (120)-day period.

         (b)      Termination by Company Without Cause. Notwithstanding anything
         contained in Section 3 to the contrary, the Company may terminate
         Employee's employment pursuant to this Agreement without cause upon at
         least thirty (30) days' prior written notice to Employee. In the event
         Employee's employment with the Company is terminated by the Company
         without cause or Employee elects to terminate voluntarily his
         employment following the occurrence of events constituting "Good
         Reason" for his voluntary termination of employment (in each case,
         other than in connection with a Change in Control in which event the
         provisions of subsection (c) of this section 4 will apply, it being
         understood that the provisions of subsection (c) of this section and
         this subsection (b) are mutually exclusive), the Company shall pay to
         Employee an amount equal to his then current salary (not including the
         right to receive any incentive bonus payments) multiplied by the
         greater of (i) the number of months remaining in the initial or any
         renewal term of this Agreement, as applicable or (ii) twelve (12).
         Such amount shall be paid pursuant to the Company's normal payroll
         practices over the period of such payments. For purposes of this
         Agreement, "Good Reason" is defined as (w) a material reduction
         (greater than 10%) in Employee's annual base salary; (x) a change in
         Employee's work location to a work location more than 50 miles from
         Employee's existing work location, except for required travel on the
         Company's business to an extent consistent with Employee's then
         present business travel obligations; (y) an assignment to any duties
         inconsistent in any material adverse respect with Employee's current
         position, duties or responsibilities, other than an insubstantial and
         inadvertent act that is remedied by the Company promptly after receipt
         of notice thereof given by Employee; or (z) the failure by the Company
         to continue any material benefit or compensation plan in which
         Employee is participating unless Employee is provided with comparable
         benefits.

         (c)      Change in Control. In the event there is a Change in Control
         (as defined herein) of the Company or Medaphis and if: (A) Employee's
         employment is


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         terminated by the Company without cause or by Employee for Good Reason
         within one (1) year following any such Change in Control; (B) if
         Employee's employment is terminated by the Company at the request of
         or pursuant to an agreement with a third party who has taken steps
         reasonably calculated to effect a Change in Control; or (C) if
         Employee's employment is terminated by the Company or by Employee for
         Good Reason in connection with or in anticipation of a Change in
         Control, then Employee will be entitled to receive severance payments,
         payable over a two year period, equal in the aggregate to two times
         the sum of: (i) Employee's then current annual base salary; and (ii)
         the most recent incentive bonus payment received by Employee prior to
         the Change in Control. In addition, Employee shall be entitled to
         receive monthly for a period of eighteen (18) months commencing on the
         date of termination in connection with a Change in Control an amount
         equal to the difference between the monthly cost to Employee of
         healthcare coverage at the levels at which Employee is participating
         on the date of such termination and the monthly cost of comparable
         COBRA coverage actually incurred. All amounts payable pursuant to this
         Section 4 (c) shall be paid in accordance with the Company's normal
         payroll practices. For purposes of this Agreement, a "Change in
         Control" of the Company shall be deemed to occur upon any of the
         following:

                  (i)      a consolidation or merger of Medaphis or the Company
                  with or into any other corporation, or any other entity or
                  person, in the case of the Company, other than Medaphis or a
                  wholly-owned subsidiary of Medaphis, excluding any
                  transaction in which the shares of Medaphis common stock or
                  the Company's common stock, as applicable, outstanding
                  immediately prior to any such consolidation or merger
                  represent immediately thereafter more than 50% of the
                  combined voting power of the resulting entity after the
                  transaction;

                  (ii)     any corporate reorganization, including an exchange
                  offer, in which Medaphis or the Company shall not be the
                  continuing or surviving entity resulting from such
                  reorganization, excluding any transaction in which the shares
                  of Medaphis common stock or the Company's common stock
                  outstanding immediately prior to any such reorganization
                  represent immediately thereafter more than 50% of the
                  combined voting power of the resulting entity after the
                  transaction; or

                  (iii)    the failure for any reason of individuals who
                  constitute the Incumbent Board to continue to constitute at
                  least a majority of the Board. For purposes of this Section 4
                  (d), the term "Board" shall mean the Board of Directors of
                  Medaphis or the Company, as applicable, and the term
                  "Incumbent Board" shall mean the members of the Board as of
                  the date hereof and any person becoming a member of the Board
                  hereafter whose election or nomination is by a vote of at
                  least a majority of the directors then comprising the
                  Incumbent


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                  Board (other than an election or nomination of an individual
                  whose initial assumption of office is in connection with an
                  actual or threatened election contest relating to the
                  election of the directors of Medaphis or the Company, as
                  applicable, as such terms are used in Rule 14a-11 of
                  Regulation 14A promulgated under the Securities Exchange Act
                  of 1934, as amended).


5.       Compensation and Benefits.

         a)       Annual Salary. During the term of this Agreement and for all
         services rendered by Employee under this Agreement, the Company will
         pay Employee a base salary of Two Hundred Fifteen Thousand and No/100
         Dollars ($215,000.00) per annum to be paid in accordance with the
         Company's regular payroll practices, provided, however, that such
         payments shall be made no less frequently than in equal monthly
         installments. Such annual salary will be subject to increases in the
         normal course of business.

         b)       Incentive Compensation. Employee shall be eligible to
         participate in the current Medaphis Incentive Compensation Plan (and
         any comparable future incentive compensation plans during the term of
         this Agreement) at a participation category of up to Seventy-five
         Percent (75%) of Employee's base salary, payable at the discretion of
         the Board of Directors of the Company.

         c)       Stock Options. As soon as reasonably practicable after the
         signing of this Agreement, and subject to the approval of the
         Compensation Committee of the Board of Directors of Medaphis
         Corporation, the Company will cause Medaphis to issue to Employee,
         effective as of the date approved by the Compensation Committee of the
         Board of Directors of Medaphis Corporation, options to purchase Fifty
         Thousand (50,000) shares of Medaphis Common Stock pursuant to the terms
         and conditions of the Amended and Restated Medaphis Corporation
         Non-Executive Employee Stock Option Plan ("Stock Option Plan"), as
         amended. Such options will vest at the rate of thirty-three and
         one-third percent (33.3%) per year for a three-year period beginning on
         the starting date of this Agreement, subject to the terms and
         conditions of the Stock Option Plan. Such Options shall vest in full
         immediately upon the occurrence of certain change in control events
         outlined in the Stock Option Plan. Employee shall be considered for
         additional grants of options to purchase shares of Medaphis common
         stock in a manner which is consistent with other senior officers of the
         Company. Except as expressly set forth herein, nothing in this
         Agreement shall give rise to a contractual right to Employee to receive
         grants of additional stock options of Medaphis. Further, Medaphis has
         no obligation to Employee to create parity with any other Medaphis
         executives with respect to any options granted to such other
         executives.


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         d)       Other Benefits. Employee will be entitled to such fringe
         benefits as may be provided from time-to-time by the Company to its
         Employees, including, but not limited to, group health insurance, life
         and disability insurance, vacation and any other fringe benefits, in
         each case as now or hereafter provided by the Company to its Employees,
         if and when, and for so long as, Employee meets the eligibility
         requirements for such benefits. The Company reserves the right to
         change or discontinue any employee benefit plans or programs now being
         offered to its employees; provided, however, that all benefits provided
         for employees of the same position and status as Employee will be
         provided to Employee on an equal basis.

         e)       Business Expenses. Employee will be reimbursed for all
         reasonable expenses incurred in the discharge of Employee's duties
         under this Agreement pursuant to the Company's standard reimbursement
         policies.

         f)       Withholding. The Company will deduct and withhold from the
         payments made to Employee under this Agreement, state and federal
         income taxes, FICA and other amounts normally withheld from
         compensation due employees.


6.       Non-Disclosure of Proprietary Information.  Employee recognizes and
         acknowledges that the Trade Secrets (as defined below) and
         Confidential Information (as defined below) of the Company and its
         affiliates and all physical embodiments thereof (as they may exist
         from time-to-time, collectively, the "Proprietary Information") are
         valuable, special and unique assets of the Company's and its
         affiliates' businesses. Employee further acknowledges that access to
         such Proprietary Information is essential to the performance of
         Employee's duties under this Agreement. Therefore, in order to obtain
         access to such Proprietary Information, Employee agrees that, except
         in connection with performing duties assigned to him by the Company,
         Employee shall hold in confidence all Proprietary Information and will
         not reproduce, use, distribute, disclose, publish or otherwise
         disseminate any Proprietary Information, in whole or in part, and will
         take no action causing, or fail to take any action necessary to
         prevent causing, any Proprietary Information to lose its character as
         Proprietary Information, nor will Employee make use of any such
         information for Employee's own purposes or for the benefit of any
         person, firm, corporation, association or other entity (except the
         Company) under any circumstances.

         For purposes of this Agreement, the term "Trade Secrets" means
         information, without regard to form, including, but not limited to,
         any technical or non-technical data, formula, pattern, compilation,
         program, device, method, technique, drawing, process, financial data,
         financial plan, product plan, list of actual or potential customers or
         suppliers, or other information similar to any of the foregoing, which
         is not commonly known by or available to the public and (i) derives
         economic value, actual or potential, from not being generally known
         to, and not being readily


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         ascertainable by proper means by, other persons who can derive
         economic value from its disclosure or use, and (ii) is the subject of
         efforts that are reasonable under the circumstances to maintain its
         secrecy. For purposes of this Agreement, the term "Trade Secrets" does
         not include information that Employee can show by competent proof (i)
         was known to Employee and reduced to writing prior to disclosure by
         the Company (but only if Employee promptly notifies the Company of
         Employee's prior knowledge); (ii) was generally known to the public at
         the time the Company disclosed the information to Employee; (iii)
         became generally known to the public after disclosure by the Company
         through no act or omission of Employee; or (iv) was disclosed to
         Employee by a third party having a bona fide right both to possess the
         information and to disclose the information to Employee. The term
         "Confidential Information" means any data or information of the
         Company, other than trade secrets, which is valuable to the Company
         and not generally known to competitors of the Company. The provisions
         of this Section 6 will apply to Trade Secrets for so long as such
         information remains a trade secret and to Confidential Information
         during Employee's employment with the Company and for a period of two
         (2) years following any termination of Employee's employment with the
         Company for whatever reason.

7.A.     Non-Competition Covenant.  During Employee's employment by the Company
         Employee will be a member of the Company's management team. Employee
         agrees that during his employment and for a period of one (1) year
         following any termination of Employee's employment for whatever reason,
         Employee will not, directly or indirectly, on Employee's own behalf
         or in the service of or on behalf of any other individual or entity,
         compete with the Company within the Geographical Area (as hereinafter
         defined). The term "compete" means to engage in, have any equity
         or profit interest in, make any loan to or for the benefit of, or
         render services of any marketing, management, sales, administrative,
         supervisory or consulting nature, directly or indirectly, on Employee's
         own behalf or in the service of or on behalf of any other individual or
         entity, either as a proprietor, employee, agent, independent
         contractor, consultant, director, officer, partner or stockholder
         (other than a stockholder of a corporation listed on a national
         securities exchange or whose stock is regularly traded in the
         over-the-counter market, provided that Employee at no time owns,
         directly or indirectly, in excess of one percent (1%) of the
         outstanding stock of any class of any such corporation) any business
         which provides Business products or services. For purposes of this
         Agreement, the term "Geographical Area" means the territory located
         within a seventy-five (75) mile radius of Company headquarters of any
         Company facility for which Employee exercised managerial control.

  B.     Non-Solicitation of Clients Covenant.  Employee agrees that during
         Employee's employment by the Company and for a period of two (2) years
         following the termination of Employee's employment for whatever
         reason, Employee will not,


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         directly or indirectly, on Employee's own behalf or in the service of
         or on behalf of any other individual or entity, divert, solicit or
         attempt to divert or solicit any individual or entity (i) who is a
         client of the Company at any time during the six (6)-month period
         prior to Employee's termination of employment with the Company
         ("Client"), or was actively sought by the Company as a prospective
         client, and (ii) with whom Employee had material contact while
         employed by the Company, to provide Business services or products to
         such Clients or prospects.

  C.     Construction.  The parties hereto agree that any judicial authority
         construing all or any portion of this Section 7 or Section 8 below
         may, if it chooses, sever any portion of the Geographical Area, client
         base, prospective relationship or prospect list or any prohibited
         business activity from the coverage of such Section and to apply the
         provisions of such Section to the remaining portion of the
         Geographical Area, the client base or the prospective relationship or
         prospect list, or the remaining business activities not so severed by
         such judicial authority. In addition, it is the intent of the parties
         that the judicial authority may, if it chooses, replace each such
         severed provision with a provision as similar in terms to such severed
         provision as may be possible and be legal, valid and enforceable. It
         is the intent of the parties that Sections 7 and 8 be enforced to the
         maximum extent permitted by law. In the event that any provision of
         either such Section is determined not to be specifically enforceable,
         the Company shall nevertheless be entitled to bring an action to seek
         to recover monetary damages as a result of the breach of such
         provision by Employee.

8.       Non-Solicitation of Employees Covenant.  Employee further agrees and
         represents that during Employee's employment by the Company and for a
         period of two (2) years following any termination of Employee's
         employment for whatever reason, Employee will not, directly or
         indirectly, on Employee's own behalf or in the service of, or on
         behalf of any other individual or entity, divert or solicit, or
         attempt to divert or solicit, to or for any individual or entity which
         is engaged in providing Business services or products, any person
         employed by the Company, whether or not such employee is a full-time
         employee or temporary employee of the Company, whether or not such
         employee is employed pursuant to written agreement and whether or not
         such employee is employed for a determined period or at-will.

9.       Existing Restrictive Covenants.  Employee represents and warrants that
         Employee's employment with the Company does not and will not breach
         any agreement which Employee has with any former employer to keep in
         confidence confidential information or not to compete with any such
         former employer. Employee will not disclose to the Company or use on
         its behalf any confidential information of any other party required to
         be kept confidential by Employee.

10.      Return of Proprietary Information.  Employee acknowledges that as a
         result of Employee's employment with the Company, Employee may come
         into the


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         possession and control of Proprietary Information, such as proprietary
         documents, drawings, specifications, manuals, notes, computer
         programs, or other proprietary material. Employee acknowledges,
         warrants and agrees that Employee will return to the Company all such
         items and any copies or excerpts thereof, in any form or medium, and
         any other properties, files or documents obtained as a result of
         Employee's employment with the Company, immediately upon the
         termination of Employee's employment with the Company.

11.      Proprietary Rights.  During the course of Employee's employment with
         the Company, Employee may make, develop or conceive of useful
         processes, machines, compositions of matter, computer software,
         algorithms, works of authorship expressing such algorithm, or any
         other discovery, idea, concept, document or improvement which relates
         to or is useful to the Company's Business (the "Inventions"), whether
         or not subject to copyright or patent protection, and which may or may
         not be considered Proprietary Information. Employee acknowledges that
         all such Inventions will be "works made for hire" under United States
         copyright law and will remain the sole and exclusive property of the
         Company. Employee also hereby assigns and agrees to assign to the
         Company, in perpetuity, all right, title and interest Employee may
         have in and to such Inventions, including without limitation, all
         copyrights, and the right to apply for any form of patent, utility
         model, industrial design or similar proprietary right recognized by
         any state, country or jurisdiction. Employee further agrees, at the
         Company's request and expense, to do all things and sign all documents
         or instruments necessary, in the opinion of the Company, to eliminate
         any ambiguity as to the ownership of, and rights of the Company to,
         such Inventions, including filing copyright and patent registrations
         and defending and enforcing in litigation or otherwise all such
         rights.

         Employee will not be obligated to assign to the Company any Invention
         made by Employee while in the Company's employ which does not relate
         to any business or activity in which the Company is or may reasonably
         be expected to become engaged, except that Employee is so obligated if
         the same relates to or is based on Proprietary Information to which
         Employee will have had access during and by virtue of Employee's
         employment or which arises out of work assigned to Employee by the
         Company. Employee will not be obligated to assign any Invention which
         may be wholly conceived by Employee after Employee leaves the employ
         of the Company, except that Employee is so obligated if such Invention
         involves the utilization of Proprietary Information obtained while in
         the employ of the Company. Employee is not obligated to assign any
         Invention which relates to or would be useful in any business or
         activities in which the Company is engaged if such Invention was
         conceived and reduced to practice by Employee prior to Employee's
         employment with the Company.


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12.      Remedies. Employee agrees and acknowledges that the violation of any
         of the covenants or agreements contained in Sections 6, 7, 8, 9, 10
         and 11 of this Agreement would cause irreparable injury to the
         Company, that the remedy at law for any such violation or threatened
         violation thereof would be inadequate, and that the Company will be
         entitled, in addition to any other remedy, to temporary and permanent
         injunctive or other equitable relief without the necessity of proving
         actual damages or posting a bond.

13.      Notices. Any notice or communication under this Agreement will be in
         writing and sent by registered or certified mail addressed to the
         respective parties as follows:

         If to the Company:                  If to Employee:

         Medaphis Corporation                William J. DeZonia
         2840 Mt. Wilkinson Parkway          2840 Mt. Wilkinson Parkway
         Suite 300                           Suite 300
         Atlanta, GA 30339                   Atlanta, GA 30339
         Attn: General Counsel

         or to such other address or agent as may be hereafter designated in
         writing by either party hereto. All such notices shall be deemed given
         on the date personally delivered or mailed.

14.      Severability. Subject to the application of Section 7(C) to the
         interpretation of Sections 7 and 8, in case one or more of the
         provisions contained in this Agreement is for any reason held to be
         invalid, illegal or unenforceable in any respect, the parties agree
         that it is their intent that the same will not affect any other
         provision in this Agreement, and this Agreement will be construed as
         if such invalid or illegal or unenforceable provision had never been
         contained herein. It is the intent of the parties that this Agreement
         be enforced to the maximum extent permitted by law.

15.      Entire Agreement. This Agreement embodies the entire agreement of the
         parties relating to the subject matter of this Agreement and
         supersedes all prior agreements, oral or written, regarding the
         subject matter hereof, including, but not limited to, any prior
         restrictive covenants of the Employee in favor of the Company. No
         amendment or modification of this Agreement will be valid or binding
         upon the parties unless made in writing and signed by the parties.

16.      Binding Effect. This Agreement will be binding upon the parties and
         their respective heirs, representatives, successors, transferees and
         permitted assigns.

17.      Assignment. This Agreement is one for personal services and will not
         be assigned by Employee. The Company may assign this Agreement to its
         parent company or


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         to any of its subsidiaries or affiliated companies; provided that the
         parent or any subsidiary or affiliate fulfills the obligations of the
         Company under this Agreement.

18.      Governing Law. This Agreement is entered into and will be interpreted
         and enforced pursuant to the laws of the State of Georgia. The parties
         hereto hereby agree that the appropriate forum and venue for any
         disputes between any of the parties hereto arising out of this
         Agreement shall be any federal court in the state or state court in
         the event diversity is not present, where the Company has its
         principal place of business and each of the parties hereto hereby
         submits to the personal jurisdiction of any such court. The foregoing
         shall not limit the rights of any party to obtain execution of
         judgment in any other jurisdiction. The parties further agree, to the
         extent permitted by law, that a final and unappealable judgment
         against either of them in any action or proceeding contemplated above
         shall be conclusive and may be enforced in any other jurisdiction
         within or outside the United States by suit on the judgment, a
         certified exemplified copy of which shall be conclusive evidence of
         the fact and amount of such judgment.

19.      Indemnification. Employee shall be entitled to the indemnification and
         exculpation offered through and set forth in the Company's Charter and
         By-laws.

20.      Surviving  Terms.  Sections 6, 7, 8, 9, 10, 11 and 12 of this Agreement
         shall survive termination of this Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.

COMPANY:                                            EMPLOYEE:

By:  /s/  RANDOLPH L. M. HUTTO                      /s/  WILLIAM J. DEZONIA
     --------------------------                     -----------------------
     Randolph L.M. Hutto                            William J. DeZonia

Title:  Executive Vice President


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                                   EXHIBIT A

                                   INVENTIONS






         Employee represents that there are no Inventions.



                                                           /s/  WJD
                                                           -------------------
                                                           Employee's Initials


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