EMPLOYMENT AGREEMENT
                              --------------------

     T  s Employment Agreement (this "Agreement") is made and entered into as of
the  day  of 2Y, 2004, (the "Effective Date"), by and between R. Wayne Fritzsche
          --
(hereinaft  referred  to  as  "Employee")  and  PharmaFrontiers  Corporation
(hereinafter  referred  to  as  "PharmaFrontiers-').

                                   WITNESSETH.

     WHEREAS. Employee desires employment with PharmaFrontiers on the terms and
conditions below; and

     WHEREAS,  PharmaFrontiers'  success  requires  the  protection  of  its
intellectual  property, proprietary information and goodwill and PharmaFrontiers
is  willing  to  employ  Employee,  subject  to  the terms and conditions below;

     NOW,  THEREFORE,  for  and  in  consideration  of  the  employment  by
PharmaFrontiers,  the compensation and other remuneration paid and to be paid by
PharmaFrontiers  and received by the Employee for such employment, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged  by  Employee,  it  is  agreed by and between the parties hereto as
follows:

     Employment

     PharmaFrontiers  agrees  to  employ  the Employee, and Employee agrees that
Employee will devote the amount of time. skill, and efforts during the period of
Employee's  employment  to such duties as may be reasonably assigned to Employee
Employee  will  faithfully and diligently endeavor to further the best interests
of  PharmaFrontiers  during  the  period  of  Employee's  employment.

2.   Term

     Unless  earlier  terminated  in accordance with this Agreement, the term of
the Employee's employment shall continue from the Effective Date for a period of
three (3) years. Either PharmaFrontiers or Employee may terminate this Agreement
on two (2) weeks' prior written notice in the event of a material breach of this
Agreement  by  the  other  party

     Duties and Title

     During  the  term  of  this Agreement. Employee shall have the title of and
shall  act  as the Vice President. Corporate Development, and be a member of the
Scientific  Advisory  Board of PharmaFrontiers Employee shall have the following
responsibilities  and  duties:  Employee  shall  report  to  PharmaFrontiers'
President,  shall  handle corporate strategy matters, includingg the negotiation
of  appropriate  licensing,  sublicensing,  joint venture. affiliation and other
agreements  of  PharmaFrontiers.  shall  advise  the  President and the Board of
Directors of PharmaFrontiers on scientific and related matters. and/or have such
other  responsibilities  and  duties  as  may  be  assigned  to  Employee  b
PharmaFrontiers'  President  and/or  Board  of  Directors  from  time  to  time


<PAGE>
     Compensation

     As  compensation,  PharmaFrontiers  shall,  upon the complete execution and
delivery  of  this  Agreement  to PharmaFrontiers, issue to Employee Two Hundred
Thirty  One  Thousand  Five  Hundred  (231,500)  shares  of  the common stock of
PharmaFrontiers.  In  addition,  PharmaFrontiers grants to Employee the right to
purchase,  and  for  consideration  of  one  hundred dollars (5100) Employee has
purchased,  two  (2)  options,  each  to  purchase, at a price per share that is
eighty  percent  (80%o)  of  the then current market value, Two Hundred Thousand
(200,000)  shares of the common stock of PharmaFrontiers, upon the expiration of
the  two  (2)  year period from the Effective Date and the three (3) year period
from the Effective Date, respectively; provided. however. that in the event of a
change in control of PharmaFrontiers (defined as a transaction in which there is
a  change  in  the  ownership  of  more than fifty percent (50%) of the stock of
PharmaFrontiers  entitled  to  elect  directors), Employee may exercise all such
options  if  Employee  does  so  within thirty (30) days after Employee receives
notice  of  such  anticipated  change  in  control.  Employee's exercise of such
options  shall  be  pursuant to the execution of a stock purchase agreement with
terms  acceptable  to  PharmaFrontiers.  Any  other  compensation, salary and/or
bonuses  paid  Employee  shall  be  subject  to  such  payroll  and  withholding
deductions  as  may  be  required  by  law  or  the policies of PharmaFrontiers.

     Benefits

     PharmaFrontiers  will  provide  Employee  with  the  benefits and insurance
coverage  as  generally provided by PharmaFrontiers to its management employees,
but  only  if  and  when  such  benefits and/or coverage are provided. As of the
Effective  Date,  no  such  benefits  or coverage are provided If provided, such
benefits  and insurance coverages may be changed by PharmaFrontiers from time to
time.

     Confidential and Proprietary Information; Documents

     6.1  PharmaFrontiers  shall provide Employee with information deemed secret
and  confidential by PharmaFrontiers. Such secret or confidential information or
know-how  of  PharmaFrontiers  (referred  to  collectively  as  "Confidential
Information")  shall  include, without limitation, the following: the status and
plans  for  research  and  development;  materials,  cells,  tissues.  and other
biological samples and specimens: cell banking methods, apparatus. and services;
pending  and planned patent applications (until published by the Patent Office);
invention  disclosures;  research and technical data and information, methods of
creating,  preparing,  and  using  stem  cells  and  other biological materials;
license,  sublicense,  and  other  agreements  relating to intellectual property
rights;  PharmaFrontiers'  plans;  customer  or contact information: contributor
information;  strategies,  costs,  prices,  uses,  applications  of products and
services; results of and data from investigations or experiments; all apparatus.
products. processes, compositions. samples, formulas, computer programs, pricing
policy,  financial  information.  and  methods  of doing business: policy and/or
procedure  manuals,  training  and recruiting procedures; accounting procedures:
the  status  and  content  of  PharmaFrontiers'


<PAGE>
contracts  with  its  contributors,  clients.  and  customers;  PharmaFrontiers'
business philosophy, and servicing methods and techniques: all at any time used.
developed,  or  investigated by PharmaFrontiers. before or during the Employee's
tenure  of  employment, which are not generally available to the public or which
are  maintained  as  confidential  by  PharmaFrontiers.

     6.2  Employee recognizes and acknowledges that Employee will have access to
certain  information of PharmaFrontiers that is confidential and proprietary and
constitutes  valuable  and  unique  property of PharmaFrontiers. Employee agrees
that  Employee  will  not at any time, either during or subsequent to Employee's
employment,  disclose  to  others,  use,  copy or permit to be copied, except in
pursuance  of  Employee's  duties  on behalf of PharmaFrontiers, its successors,
assigns or nominees, any Confidential Information or know-how of PharmaFrontiers
(whether  or  not  developed  by  the  Employee)  without PharmaFrontiers' prior
written  consent.  Employee  further  agrees  to  maintain  in  confidence  any
confidential  information  of  third  parties received as a result of Employee's
employment  with  PharmaFrontiers.

     6.3  Employee  further  agrees  to  deliver  to  PharmaFrontiers  at  the
termination  of  Employee's  employment all biological materials correspondence.
memoranda,  notes,  records,  drawings, sketches, plans, customer, client and/or
contributor  lists,  product  compositions,  or  other  documents and all copies
thereof  (all  of  which  are  hereafter  referred to as the "Documents"), made,
composed  or  received by Employee, solely or jointly with others, and which are
in Employee's possession, custody, or control at such date and which are related
in  any manner to the past, present, or anticipated business of PharmaFrontiers.
in this regard, Employee hereby grants and conveys to PharmaFrontiers all right,
title  and  interest  in  and  to.  including  without  Iimitation, the right to
possess,  print,  copy,  and  sell  or  otherwise  dispose  of,  any  biological
materials,  reports,  records,  papers summaries, photographs, drawings or other
documents.  and  writings,  copies, abstracts or summaries thereof. or any other
works  of'  authorship,  which  may  be prepared by Employee or under Employee's
direction  or  which  may  come into Employee's possession in any way during the
term of Employee's employment with PharmaFrontiers which relate in any manner to
the  past,  present  or  anticipated  business  of  PharmaFrontiers.

     6.4  Employee  further  agrees  that  Employee  will not, during Employee's
employment,  and  on behalf of PharmaFrontiers receive from persons not employed
by  PharmaFrontiers.  any  confidential  information  not  belonging  to
PharmaFrontiers,  unless  a  valid  agreement  is  signed  by both an officer of
PharmaFrontiers  and  by  the  disclosing party that states that PharmaFrontiers
will  not  be  in a confidential relationship with the disclosing party Employee
further  agrees  that  Employee  will  not use or disclose to other employees of
PharmaFrontiers, during Employee's employment with PharmaFrontiers, confidential
information belonging to Employee's former employers, or any other third parties
unless  written  permission has been given by such persons to PharmaFrontiers to
use  and/or  disclose  such  information.

     6.5  In the event of a breach or threatened breach of any of the provisions
of  Section  6,  PharmaFrontiers shall be entitled to an injunction ordering the
return of such Documents and any and all copies thereof and restraining Employee
from  using  or  disclosing, for Employee's benefit or the benefit of others, in
whole or in part, any Confidential Information, including but not limited to the
Confidential  Information  which  such Documents contain, constitute. or embody.
Employee  further  agrees  that  any  breach  or threatened breach of any of the
provisions  of  Section  6 would cause irreparable injury to PharmaFrontiers for
which it would have no adequate remedy at law. Nothing herein shall be construed
as  prohibiting PharmaFrontiers from pursuing any other remedies available to it
for  any  such  breach  or threatened breach, including the recovery of damages.


                                        3
<PAGE>
7.   Noncompetition/No-Hire  Agreement

     7.1  Employee  agrees  that, from the Effective Date until a period of [two
(2)  years]  following the date of the termination of Employee's employment (the
"Noncompetition Period"), Employee will not directly or indirectly, either as an
employee,  employer,  consultant,  agent, principal, partner. corporate officer,
director,  or  in  any  other  individual  or representative capacity. engage or
participate  in  any  "Competitive  Business"  anywhere  in the United States of
America,  Canada or the European Union (the "Noncompetition Territory"). As used
herein,  a  "Competitive  Business"  is defined as any business, including those
relating to stem cells or cell banking, which provides the same or substantially
the  same  products,  services  or  licenses to intellectual property rights, in
whole  or  in  part,  as are provided by PharmaFrontiers during the term of this
Agreement.

     7.2  Employee  further  agrees  that  during  the Noncompetition Period and
within  the  Noncompetition Territory Employee will not, directly or indirectly,
either  as  an  employee,  employer.  consultant,  agent,  principal,  partner,
corporate  officer,  director,  or  in  any  other  individual or representative
capacity, call on, solicit, recruit, or attempt to call on. solicit. or recruit,
or  attempt  to  hire  any  of  the  employees of PharmaFrontiers, regardless of
whether  for  the  benefit  of  the  Employee  or for any other person, firm, or
corporation.

     7.3  Employee  shall  not  during  the Noncompetition Period and within the
Noncompetition  Territory.  either  directly or indirectly (i) make known to any
Competitive  Business  the  names  and  addresses  of  any  of  PharmaFrontiers'
customers  or  contacts  or  any other information pertaining to such persons or
businesses  or  (ii)  call  on,  solicit,  or  take away, or attempt to call on,
solicit  or take away any of the customers of PharmaFrontiers with whom Employee
became acquainted during Employee's association with PharmaFrontiers, regardless
of  whether  for  the  benefit  of the Employee or for any other person, firm or
corporation.

     7.4 Employee agrees that the restraints created by the covenants in Section
7 are no greater than necessary to protect PharmaFrontiers' legitimate interests
Furthermore,  Employee agrees that such covenants of Section 7 do not hinder. or
otherwise  cause  hardship  to  Employee  in  finding  and performing employment
elsewhere  upon  termination  of this Agreement. Similarly, Employee agrees that
PharmaFrontiers'  need for the protection afforded by the covenants of Section 7
is not outweighed by either the hardship to Employee or any injury likely to the
public

     7.5  Employee  agrees that this Section is ancillary to this Agreement, and
independent  of  any  other  agreement  related  to  Employee's  employment with
PharmaFrontiers,  and  Employee  acknowledges  that  the  consideration given by
PharmaFrontiers  for  this  Agreement  includes  PharmaFrontiers'  agreement  to
provide  to  the  Employee  access  to  the  Confidential information,as well as
employment.  Further,  the existence of any claim or cause of action of Employee
against  PharmaFrontiers  or  any  officer,  director,  or  employee  of
PharmaFrontiers,  whether  predicated  on this Agreement or otherwise, shall not
constitute  a  defense  to  the  enforcement  by  PharmaFrontiers  of  Employees
covenants contained in this Agreement In addition, this Agreement shall continue
to  be  binding  upon Employee in accordance with its terms, notwithstanding the
termination  of  Employee's  employment.


                                        4
<PAGE>
     7.6 Employee agrees that Employee's breach or violation, or threat thereof.
of'  this  covenant not to compete shall entitle PharmaFrontiers, as a matter of
right,  to  an  injunction  without the necessity of posting bond, issued by any
court  of competent jurisdiction, restraining any further or continued breach or
violation  of this covenant. Such right to an injunction shall be cumulative and
in  addition to, and not in lieu of, any other remedies to which PharmaFrontiers
may show itself justly entitled. Further, during any period in which Employee is
in  breach  of  this  covenant  not to compete, the time period of this covenant
shall  be  extended  for  an  amount  of'  time  that  Employee  is  in  breach.

     Inventions and Other Intellectual Property

     8.I     Employee  agrees  to  hold  in  complete  trust  for the benefit of
PharmaFrontiers,  and  to  disclose  promptly  and  fully  to PharmaFrontiers in
writing,  and  hereby  assigns,  and  binds  Employee's  heirs,  executors,
administrators,  and all legal representatives to assign, to PharmaFrontiers any
and  all  inventions,  discoveries, ideas, concepts. improvements, copyrightable
works,  biological  materials,  and  other  developments  (all  of the above are
collectively  referred  to as the "Developments") conceived, made, discovered or
developed  by  him, solely or jointly with others, during the term of Employee's
employment  by PharmaFrontiers, whether during or outside of usual working hours
and  whether  on PharmaFrontiers' premises or not, which relate IN any manner to
the  past. present or anticipated business of PharmaFrontiers. The parties agree
that,  if  Employee  is  an  inventor  as  determined by U.S. patent law for any
invention,  Employee shall be named as an inventor in connection with any patent
application  therefor.  Any  and  all  such  Developments  shall be the sole and
exclusive  property  of  PharmaFrontiers,  whether patentable, copyrightable, or
neither,  and  Employee  agrees that Employee will assist and fully cooperate in
every way, at PharmaFrontiers' expense, in securing, maintaining, and enforcing.
for the benefit of PharmaFrontiers or its designee, patents, copyrights or other
types  of  proprietary or intellectual property protection for such Developments
in  any and all countries Employee acknowledges and agrees that any and all such
Developments  conceived.  created,  or  authored  by  him  within  the  scope of
Employee's  employment  is  a  "work  made  for hire," as defined by the federal
copyright  laws,  and therefore all copyrights in and to such works are and will
be  owned  by  PharmaFrontiers.  To  the  extent  that  Employee  authors  any
copyrightable work in any medium during the Term of this Agreement which relates
or pertains in any way to PharmaFrontiers or any of the operations or activities
of  either and which was not prepared within the scope of Employee's employment.
Employee  hereby  assigns  all  right,  title.  and  interest. including but not
limited  to  all  rights  of copyright. in and to such works to PharmaFrontiers.
Within  six  months  following  the  termination  of  Employee's employment, and
without  limiting  the  generality  of  the  foregoing,  any  Development of the
Employee relating to any PharmaFrontiers subject matter on which Employee worked
or  was  informed  during  Employee's  employment  by  PharmaFrontiers  shall be
conclusively


                                        5
<PAGE>
presumed  to have been conceived and made prior to the termination of Employee's
employment  (unless  the  Employee  clearly  proves  that  such  Development was
conceived  and  made  following  the  termination of Employee's employment), and
shall  accordingly  belong.  and  be  assigned,  to PharmaFrontiers and shall be
subject  to  this  Agreement.

     8.2  Without  limiting  the  foregoing,  Employee  agrees at the request of
PharmaFrontiers (but without additional compensation from PharmaFrontiers during
Employee's  employment  by  PharmaFrontiers)  to  execute any and all papers and
perform  all  lawful  acts  which  PharmaFrontiers  deems  necessary  for  the
preparation.  filing,  prosecution,  and  maintenance of applications for United
States  and foreign letters patent, or for United States and foreign copyrights,
on  the  Developments,  and  to  execute  such  instruments  as are necessary or
convenient  to  assign  to PharmaFrontiers, its successors, assigns or nominees,
all  of  the  Employee's  right, title, and interest IN the Developments and the
like,  so  as  to  establish,  maintain  or  perfect,  in  PharmaFrontiers,  its
successors.  assigns  or  nominees, the entire right, title, and interest to the
Developments,  and  also  to  execute  any  instruments  necessary  or  which
PharmaFrontiers  may deem desirable it connection with any continuation, renewal
or  reissue thereofor in the conduct of any proceedings or litigation in regard
thereto.

     S  3  All expenses incurred by the Employee by reason of the performance of
any of the obligations set forth in this Section on Inventions shall be borne by
PharmaFrontiers.  Should  the  Employee's  assistance  be  requested  by
PharmaFrontiers  after  termination  of  employment,  PharmaFrontiers  would
compensate  the  Employee  AT  a  reasonable  rate.

     Conflicts  of  Interest

     9.1  In  keeping  with  Employee's  fiduciary  duties  to  PharmaFrontiers.
Employee agrees that Employee shall not, directly or indirectly, become involved
in  any conflict of interest. or upon discovery thereof allow such a conflict to
continue. Moreover. Employee agrees that Employee shall promptly disclose to The
Board  of  PharmaFrontiers  any  facts  which  might  involve  any  reasonable
possibility of a conflict of interest as PharmaFrontiers is currently and in the
nature  configured  and practicing business_ Employee shall maintain the highest
standards  of conduct, and shall not do anything likely to injure the reputation
or  goodwill  of  PharmaFrontiers,  or  embarrass  or otherwise generate adverse
publicity  for  or  bring  unwanted  attention  to  PharmaFrontiers.

     9.2  It is agreed that any direct or indirect interest in. connection with,
or  benefit  from  any  outside  activities. particularly commercial activities,
which  interest  might in any way adversely affect PharmaFrontiers or any of its
subsidiaries  or  affiliates,  involves  a  possible  conflict  of  interest.
Circumstances  in  which a conflict of interest on the part of Employee would or
might  arise. and which should be reported immediately by Employee to an officer
of  PharmaFrontiers, include. without limitation, the following (a) ownership of
a  material  interest  in.  acting in any capacity for, or accepting directly or
indirectly  any  payments,  services  or  loans  from  a  supplier,  contractor.
subcontractor.  customer  or  other  entity  with  which  PharmaFrontiers  does
business:  (b)  misuse of information or facilities to which Employee has access
in  a  manner  which  will  be  detrimental  to  PharmaFrontiers'  interest; (c)
disclosure  or  other  misuse  of  information  of any kind obtained through the
Employee's  connection  with  PharmaFrontiers;  (d)


                                        6
<PAGE>
acquiring  or  trading in, directly or indirectly, other properties or interests
connected  with  the  design,  manufacture  or  marketing  of products designed,
manufactured  or  marketed  by  PharmaFrontiers;  (e)  the  appropriation to the
Employee  or the diversion to others, directly or indirectly, of any opportunity
in  which  it  is  known or could reasonably be anticipated that PharmaFrontiers
would  he  interested;  and  (f)  the  ownership,  directly  or indirectly, of a
material  interest  in  an enterprise in competition with PharmaFrontiers or its
dealers  and distributors or acting as a director, officer, partner, consultant,
employee or agent of any enterprise which is in competition with PharmaFrontiers
or  its  dealers  or  distributors.

10.  Activities Associated With Maintenance of Professional Status and Community
     Activities

     PharmaFrontiers  will  reimburse  Employee  for  the  costs  of  activities
associated with the maintenance of the Employee's professional status, including
the  payment  of  licensing fees and required continuing education, expenses for
professional/network  meetings,  as  well  as  community  activities.

I I. Prior Discoveries

     Employee  has no unpatented inventions and discoveries made or conceived by
Employee prior to Employee's employment with PharmaFrontiers that relate to stem
cell  isolation,  identification  and/or expansion and/or cell banking as of the
Effective  Date

12.  Publicity

     12.1  Employee  agrees  that  PharmaFrontiers  may  use.  and hereby grants
PharmaFrontiers  the  nonexclusive  and worldwide right to use, Employee's name,
picture.  likeness,  photograph, signature, or any other attribute of Employee's
persona  (all  of  such  attributes  are  hereafter  collectively referred to as
"Persona")  in  any media for any advertising, publicity or other purpose at any
time,  either  during or subsequent to Employee's employment by PharmaFrontiers.
Employee  agrees  that  such  use  of  Employee's Persona will not result in any
invasion  or  violation of any privacy or property rights Employee may have, and
Employee  agrees  that  Employee will receive no additional compensation for the
use of Employee's Persona. Employee further agrees that any negatives, prints or
other material for printing or reproduction purposes prepared in connection with
the  use  of  Employee's  Persona  by  PharmaFrontiers shall be and are the sole
property  of  PharmaFrontiers.

     12  2 Employee further agrees that at no time shall Employee write, author.
publish,  distribute,  or  cause  to  be published or distributed any pictorial,
graphic,  or  literary  works,  such as but without limitation, books, articles,
stories, or pamphlets, in any medium of expression, tangible or intangible. that
relate, describe, or pertain in any way to PharmaFrontiers or to the operations,
activities,  or  employees  of PharmaFrontiers without first obtaining the prior
written  consent  of the Board of Directors of PharmaFrontiers to do so and also
the  prior  written  approval  of  the contents of any such work by the Board of
Directors  of  PharmaFrontiers.


                                        7
<PAGE>
13.  Remedies

     Employee  and  PharmaFrontiers  agree  that, because damages at law for any
breach  or  nonperformance of this Agreement by Employee, while recoverable, are
and  will  be  inadequate,  this Agreement may be enforced in equity by specific
performance,  injunction,  accounting  or  otherwise.

14.  Miscellaneous

     14.1  This  Agreement is made and entered into as of the Effective Date and
the rights and obligations of the parties hereto shall be binding upon the heirs
and  legal  representatives  of  the  Employee and the successors and assigns of
PharmaFrontiers.  This  Agreement  may  be  assigned  by  PharmaFrontiers but is
personal  to  the  Employee  and  no rights, duties, and obligations of Employee
hereunder  may  be  assigned.

     14.2  No waiver or non-action with respect to any breach by the other party
of any provision of this Agreement. nor the waiver or non-action with respect to
any breach of the provisions of similar agreements with other employees shall be
construed  to  be  a  waiver of any succeeding breach of such provision. or as a
waiver  of  the  provision  itself.

     14.3  Should  any  portions  hereof  be  held  to  be  invalid or wholly or
partially unenforceable, such holding shall not invalidate or void the remainder
of  this  Agreement.  The portions held to be invalid ~or unenforceable shall be
revised  and  reduced in scope so as to be valid and enforceable, or, if such is
not  possible,  then  such portions shall be deemed to have been wholly excluded
with  the  same  force  and  effect  as  if  it  had never been included herein.

     14.4  Employee's  obligations under this Agreement to PharmaFrontiers shall
survive  the  termination,  for  whatever  reason,  of  Employee's employment by
PharmaFrontiers.

     14.5  This  Agreement supersedes, replaces and merges any and all prior and
contemporaneous


                                        8
<PAGE>
understandings, representations, agreements and discussions relating to the same
or  similar  subject  matter  as  that  of  this  Agreement between Employee and
PharmaFrontiers  and  constitutes  the  sole  and  entire  agreement between the
Employee  and  PharmaFrontiers  with  respect  to  the  subject  matter  of this
Agreement.

     14 G The laws of the State of Texas, excluding any conflicts of law rule or
principle  that  might  otherwise  refer  to  the  substantive  law  of  another
jurisdiction,  will  govern  the  interpretation,  validity  and  effect of this
Agreement  without regard to the place of execution or the place for performance
thereof,  and  PharmaFrontiers  and  Employee  agree  that the state and federal
courts  in Harris County, Texas. shall have personal jurisdiction and venue over
PharmaFrontiers  and Employee to hear all disputes arising under this Agreement.
This  Agreement  is  to be at least partially performed in Harris County, Texas.

     14.7  All  notices and other communications required or permitted hereunder
or  necessary or convenient in connection herewith shall be in writing and shall
be  deemed  to have been given when mailed by registered mail or certified mail.
return  receipt  requested,  as  follows:


     If to PharmaFrontiers, to:

     Mr. George R. Jarkesy. Jr.
     PharmaFrontiers
     Corporation 10211 Silver
     Leaf Lane
     Tomball, Texas 77375

     If to Employee, to:

     Mr. R. Wayne Fritzsche
     [Address to be added]


or to such other addresses as either party may designate by notice to the other
party hereto in the manner specified in this section.

     14.8 This Agreement may not be changed or terminated orally, and no change.
termination  or  waiver  of  this  Agreement  or of any of the provisions herein
contained  shall  be  binding unless made in writing and signed by both parties,
and in the case of PharmaFrontiers. by an authorized officer of PharmaFrontiers.
Any  change  or  changes,  from time to time, in Employee's salary and/or duties
shall  not  be,  nor  be  deemed  to be, a change. termination or waiver of this
Agreement  or  of  any  of  the  provisions  herein  contained.

PH.ARMAFRO IERS CORP9ATION     EMPLOYEE


                             By     ,     ,.,c'_i-t:

     Printed Name


                                      sche


                                   /s/ R. Wayne Feitzche
                                   -----------------------
                                   R. Wayne Fritz
                                   -----------------------


                                        9
<PAGE>