EXHIBIT 10.21

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement ("***Agreement***") is entered into as of July 1,
2003 (the "***Effective Date***"), by and between Medix Resources, Inc., a Colorado corporation (the
"***Company***"), and Darryl Cohen ("***Executive***").

WHEREAS, Executive has been employed by the Company as President and Chief
Executive Office since September 25, 2002 and has served as a member of the Board of Directors
of the Company (the "***Board***") since October 8, 2002;

WHEREAS, the Company desires to continue to employ Executive pursuant to this
Employment Agreement as of the Effective Date and Executive desires to continue such employment
with the Company on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing recitals and the respective
covenants and agreements of the parties contained in this document, the Company and Executive
agree as follows:

1.	Title; Duties, Authorities and Responsibilities.  During the Employment Period (as
defined in Section 2 below), Executive will serve as President and Chief Executive Officer ("***CEO***")
of the Company.  In addition, Executive shall serve as a member of the Board.  The duties, authority
and responsibilities of Executive shall be commensurate with the duties, authority and
responsibilities customarily accorded the chief executive officer of a publicly traded company, and
shall include such duties and responsibilities consistent with his position as the Board may from time
to time reasonably assign in good faith to Executive.  Executive, to the best of his ability, shall
perform faithfully and competently such duties and responsibilities.  Executive shall report to the
Board.  Executive shall not be required to perform his services under this Agreement from the
Company's offices in New York City but acknowledges that he may be required to travel in the
performance of his services hereunder, including trips, from time to time, to the Company's offices.

2.	Employment Period. The term of this Agreement and Executive's employment
hereunder shall begin on the Effective Date and shall continue thereafter until the close of business
on June 30, 2004, unless sooner terminated pursuant to Section 10 below (the "***Employment
Period***").

3.	Base Salary.  For services rendered by Executive pursuant to this Agreement,
Executive shall receive a base salary ("***Base Salary***") at an annual rate of $375,000, less applicable
deductions.  Executive's Base Salary may be increased, but in no event shall decrease, during the
Employment Period.  Executive's Base Salary, less applicable deductions, shall be paid in periodic
installments in accordance with the Company's regular payroll practices.

4.	Performance Period Bonus.

(a)	The Company shall pay Executive immediately after the execution of this Agreement
$150,000 in a lump-sum payment as his performance period bonus for the 2002-2003 performance
period.  If Executive is employed by the Company on June 30, 2004, the Company shall pay
Executive on or before July 15, 2004 a performance period bonus for the performance period July
1, 2003 through June 30, 2004 (the "***Performance Period***") based on the following formula:

$375,000                
X                
A               
=                
Performance Period Bonus
                                                                   
$1,500,000

where A equals the amount of the Company's Gross Revenues (as defined below) for the
Performance Period; provided, however, A shall not be greater than $1,500,000.

(b)	If Executive's employment with the Company has been terminated by the
Company without Cause (as defined below) or has been terminated by Executive for Good Reason
(as defined below), the Company shall pay Executive within 30 days of the termination of his
employment a performance period bonus for the performance period ending on the Termination Date
(as defined below) based on the formula:

$375,000                
X                
A                
=                
Performance Period Bonus
                                                                 
$1,500,000

where A equals the Company's Gross Revenues for the period July 1, 2003 through the Termination
Date annualized to the period ended June 30, 2004; provided, however, A shall not be greater than
$1,500,000.

(c)	If Executive's employment with the Company has been terminated by the
Company for Cause (as defined below), Executive shall not be entitled to a performance period
bonus for the Performance Period.

(d)	If Executive's employment with the Company has been terminated as a result
of Executive's death or disability, or by Executive not for Good Reason (as defined below),  the
Company shall pay Executive within 30 days of the Termination Date a performance period bonus
for the performance period ending on the Termination Date based on the formula:

$375,000         X        
A               
X         B       
=         Performance Period Bonus
                                                     
$1,500,000                 
365

where A equals the Company's Gross Revenues for the period July 1, 2003 through the Termination
Date as annualized to the period ended June 30, 2004 and B is the number of days commencing on
June 30, 2003 and ending on the Termination Date; provided, however, A shall not be greater than
$1,500,000.

(e)	As used in this Agreement, the following terms shall have the following
meanings:

(i)	"***Gross Revenues***" for any period means the "***revenues***" line of the Company's income statement for such
period, including any revenues of businesses acquired during the Term, but excluding any extraordinary items such as proceeds
from the sale of assets or from the repayment of indebtedness owed to the Company;

(ii)	"***Cause***" means :

(1)	a material breach by Executive of any provision of this Agreement;

(2)	the conviction of Executive or a plea of guilty or nolo contendere with respect
to a crime constituting a felony; and

(3)	 gross neglect of Executive's material duties hereunder or willful
misconduct in the performance of his material responsibilities hereunder;

provided, however, the Company shall not be entitled to****terminate
Executive's employment for Cause under clause (1) or (3) above unless the Company
provided Executive with written notice of the facts and circumstances giving rise to Cause
within 90 days of the occurrence of such facts and circumstance and Executive fails to cure
the situation within 15 days after receipt of such notice. 		(iii)	"***Good Reason***"
shall mean the occurrence or worsening of a significant health condition with respect to a
member of Executive's immediate family that is expected to be of a prolonged duration and
requires such attention from Executive that he cannot reasonably be expected to performing
his duties and responsibilities hereunder or a material breach of the provisions of this
Agreement, including but not limited to, any of the following without the Executive's
consent:

(1)	a material diminution in Executive's authority, duties or
responsibilities as normally associated with the position of President and CEO in a company the size
and nature of the Company;

(2)	a reduction in Executive's Base Salary or bonuses, or any failure by
the Company to grant the Performance Shares or the Option in accordance with Section 5(a)(i) and
(ii) hereof, respectively;

(3)	the failure to pay in a timely manner any compensation (including
benefits) owed to Executive;

(4)	a change in reporting structure so that Executive reports to someone
other than the Board; or

(5)	the failure by the Company to nominate or renominate Executive as
a Director of the Board, or the removal by the Company of Executive as President and CEO of the
Company;

provided, however, Executive shall not be entitled to resign for Good Reason unless Executive
provides the Company with written notice of the event constituting "***Good Reason***" within 45 days
of the occurrence of such event and, if such event is curable, the Company fails to cure such event
within 15 days after receipt of such notice.

(iv)	"***Termination Date***" means the date Executive's employment with the Company terminates;
provided, however, in the case where the Company failed to provide the 90-day notice required by Section 10(a) hereof, or where
Executive provides the 90-days notice required by Section 10(a) but the Company terminates Executive's employment without
Cause prior to the end of the notice period, Termination Date shall mean the last day of such 90-day notice period.

5.	Equity.

(a)	In addition to all other compensation and benefits provided hereunder, the
Company as an inducement to remain President and CEO, shall grant Executive the following:

(i)	One million (1,000,000) performance shares (the "***Performance
Shares***") under the Company's 2003 Stock Incentive Plan (the "***Plan***") providing Executive
with the right (the "***Performance Objective***") to receive 1,000,000 shares of the Company's
common stock, par value $0.001 per share ("***Common Stock***") on the earlier of (a) January
6, 2004, but only if the Company on such date is not in a bankruptcy proceeding, or (b) July
9, 2008, but only if Executive is CEO of the Company on either of said dates.  The Company
shall also provide Executive with a payment sufficient to cover all taxes incurred by
Executive in connection with the issuance of such shares and the Company's payments to
the Executive to cover taxes;

(ii)	a five (5) year non-qualified stock option (the "***Option***") under the
Plan to purchase 3,000,000 shares of Common Stock at an exercise price of $0.25 per share.  The
Option with respect to 250,000 shares shall vest (i.e., become nonforfeitable and exercisable) on
September 30, 2003, and with respect to an additional 250,000 shares on each of December 31, 2003,
March 30, 2004 and June 30, 2004 if Executive is employed by the Company on the respective days.
(The portion of the Option to the extent of the 1,000,000 shares vesting pursuant to the immediately
preceeding sentence shall be referred to as the "***Non-Performance Based Portion***").  The Option
shall vest with respect to 2,000,000 shares on the earlier of (a) June 30, 2004, but only if Executive
is still CEO of the Company on that date, or (b) July 9, 2008, but only if Executive is still CEO on
said date.  Vesting on June 30, 2004 shall only be  to the extent determined under the following
formula:

2,000,000                
X                
A               
=         Shares Vesting
                                                          
$1,500,000

where A equals the amount of the Company's Gross Revenues for the Performance Period; provided,
however, A shall not be greater than $1,500,000.  (The portion of the Option to the extent of the
2,000,000 shares vesting pursuant to the foregoing formula shall be referred to as the "***Performance
Based Portion***".)

(b)	Executive shall be entitled to receive further options and/or other grants of
equity in the Company from time to time during the Employment Period as reasonably determined
by the Board.

(c)	Notwithstanding anything herein to the contrary,

(i)	if Executive's employment with the Company has been terminated by
the Company without Cause or is terminated by Executive for Good Reason, (1) the Performance
Objective with respect to the Performance Shares shall be deemed to have been met and the
Company shall immediately issue the shares of Common Stock with respect to the Performance
Shares, (2) the Non-Performance Based Portion of the Option shall immediately vest and remain
exercisable for the remaining original term of the Option and (3) the Performance Based Portion of
the Option shall vest and remain exercisable for the remaining original term of the Option to the
extent determined under the following formula:

2,000,000         X        
A        =        
Shares Vesting
                                           
$1,500,000

where A is the Company's Gross Revenues for the period July 1, 2003 through the Termination Date
annualized to the period ended June 30, 2004; provided, however, A shall not be greater than
$1,500,000;

(ii)	if Executive's employment with the Company has been terminated by
the Company for Cause, the Option to the extent not vested and the Performance Shares, if the
Performance Objective had not previously been met, shall be immediately forfeited.

(iii)	 if Executive's employment with the Company has been terminated
as a result of Executive's death or disability or by Executive not for Good Reason, then (1) the
Performance Shares shall continue to be subject to the provisions of Section 5(a)(i) hereof and (2)
the Performance Based Portion of the Option shall vest to the extent determined under the following
formula:

2,000,000         X        
A               
X         B       
=         Shares Vesting
                                            
$1,500,000                   
365

where A is the Company's Gross Revenue for the period July 1, 2003 through the Termination Date
annualized to the period ended June 30, 2004 and B is the number of days commencing on July 1,
2003 and ending on the Termination Date; provided, however, A shall not be greater than
$1,500,000;

(iv)	if a change in control of the Company occurs, any unvested options
described in this Section 5 shall vest and shall become exercisable upon the effective date of the
change in control and all options shall remain exercisable for the remaining original term of the
options and the Performance Objective with respect to the Performance Shares shall be deemed to
have been met and the Company shall immediately issue the shares of Common Stock with respect
to the Performance Shares.  For the purpose of this Agreement, a "***change in control***" means:  (A)
the direct or indirect acquisition, whether in one or a series of transactions by any person (as such
term is used in Section 13(d) and Section 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "***Exchange Act***")), or related persons (such person or persons, an "***Acquirer***")
constituting a group (as such term is used in Rule 13d-5 under the Exchange Act), of (1) beneficial
ownership (as defined in the Exchange Act) of issued and outstanding shares of stock of the
Company, the result of which acquisition is that such person or such group possesses in excess of
50% of the combined voting power of all then-issued and outstanding stock of the Company, or (2)
the power to elect, appoint, or cause the election or appointment of at least a majority of the members
of the Board (or such other governing body in the event the Company or any successor entity is not
a corporation); (B) a merger or consolidation of the Company with a person or a direct or indirect
subsidiary of such person, provided that the result of such merger or consolidation, whether in one
or a series of related transactions, is that the holders of the outstanding voting stock of the Company
immediately prior to the consummation of such transaction do not possess, whether directly or
indirectly, immediately after the consummation of such merger or consolidation, in excess of 50%
of the combined voting power of all then-issued and outstanding stock of the merged or consolidated
person, its direct or indirect parent, or the surviving person of such merger or consolidation; or (C)
a sale or disposition, whether in one or a series of transactions, of all or substantially all of the
Company's assets.

(d)	Registration Right.  The Company shall as promptly as reasonably practical
file a registration statement on Form S-8 with the Securities and Exchange
Commission (including a resale prospectus on Form S-3 registering the
resale of shares of Common Stock by Executive and other affiliates of the
Company) registering all of the shares of Common Stock options,
performance shares or any other equity awards that may be granted under the
Plan, including to Executive as herein provided.  The Company shall keep
such Form S-8 registration statement effective for so long as any options,
performance shares or other equity awards granted under the Plan remain
outstanding.  Notwithstanding anything in this Section 5(d) to the contrary,
the Company's obligations under this Section 5(d) are limited to the use of
its best effort only.

6.	Indemnification.  As an employee, officer and director of the
Company, Executive shall be fully indemnified by the Company while
employed and thereafter to the fullest extent permitted by law.  The
Company shall advance to Executive any expense incurred by Executive
which is subject to such indemnification by the Company.  To implement
this provision, during the Employment Period, the Company shall maintain
directors and officers liability insurance providing at least the same level of
coverage as was maintained by the Company on the Effective Date, and shall
name Executive as an insured under all such policies.  The Company also
shall execute and deliver to Executive an indemnification agreement for
officers and directors in the form attached hereto as Exhibit A.

7.	Expenses.  In the performance of his duties and
responsibilities to the Company under this Agreement, Executive shall be
entitled to reimbursement by the Company for all travel, entertainment, and
other expenses incurred by him during the Employment Period.  In
particular, and not by way of limitation, Executive shall be reimbursed for
all expenses associated with his travel to and from his home in Florida to the
Company's offices in New York City, his lodging while in New York City,
his meals, cab fare and other incidentals.  In addition, the Company shall
provide Executive an auto allowance for the Term of $15,000.

8.	Other Benefits.  During the Employment Period, the
Company shall reimburse Executive for up to $10,000 for his actual costs for
he and his family for health, dental and vision care (including insurance
premiums, deductibles and co-pays) based on submitted expense reports.  In
addition, during the Employment Period, Executive shall be entitled to
participate in and have the benefits of all present and future life, accident and
disability plans, pension, profit-sharing and savings plans and all other plans
and benefits which the Company now or in the future from time to time
makes available to any of its senior executives.  In addition, the Company
shall obtain, and during the Employment Period maintain, a $3,000,000 term
life insurance policy for Executive, payable on his death to the beneficiary
or beneficiaries selected by Executive or, if no beneficiary has been selected,
to his estate.

9.	Vacations and Holidays.  Executive shall be entitled to such
annual vacation and holiday time off with full pay as the Company may
provide in its standard policies and practices for other senior executives;
provided, however, that in no event shall Executive be entitled to less than
four (4) weeks annual paid vacation time.

10.	Termination.  Notwithstanding Section 2 hereof, the
Employment Period may be terminated as follows: (a) at any time, for any
reason, by either the Company (a termination by Company without Cause)
or Executive (a termination by Executive not for Good Reason) upon 90 days
advance written notice (a termination by Company without Cause); (b) by
the Company for Cause upon written notice to Executive, (c) by Executive
for Good Reason upon written notice to the Company or (d) upon the death
or disability of Executive.

11.	Offset In Event of Termination Not For Good Reason.  In the
event Executive terminates his employment with the Company not for Good
Reason, (a) any sign-on bonus Executive may receive from a subsequent
employer attributable to services performed or to be performed for the
subsequent employer during the period between the Termination Date and
the end of the original Employment Term (the "***Unfinished Term***") shall
reduce the amount of any performance period bonus owed to Executive
pursuant to Section 4(d) hereof, (b)  any restricted or unrestricted stock
granted to Executive from a subsequent employer attributable to services
performed or to be performed for the subsequent employer during the
Unfinished Term shall reduce the number of Performance Shares that
Executive would be entitled to pursuant to Section 5(c)(iii)(1) hereof by an
amount equal in value to the value of the stock granted to Executive by the
subsequent employer, and (c) any options granted to Executive from a
subsequent employer attributable to services performed by Executive for the
subsequent employer during the Unfinished Term shall reduce the portion of
the Option that would vests pursuant to Section 5(c)(iii)(2) hereof by an
amount equal in value to the value of the options granted to Executive by the
subsequent employer .

12.	Other Activities.  Executive shall devote substantially all of
his working time and efforts to the business and affairs of the Company, and
to the diligent and faithful performance of the duties and responsibilities duly
assigned to him pursuant to this Agreement, except for vacations, holidays
and sickness.  However, Executive may devote a reasonable amount of time
to (i) the management of his investments and CB Associates, LLC, (ii) civic,
community, and/or charitable activities, and (iii) with the prior written
consent of the Board, which shall not be unreasonably withheld, to serve as
a director of other companies.

13.	Confidential and Proprietary Information.  Unless, otherwise
required by law, during the Employment Period and thereafter, Executive
shall not, without the prior written consent of the Board, disclose or use for
any purpose (except in the course of his employment under this Agreement
and in furtherance of the business of the Company) any confidential
information, trade secrets or proprietary data ("***Confidential Information***")
of the Company.  Executive agrees to execute the Company's standard
confidential information agreement, a true and correct copy of which is
attached hereto as Exhibit B.

14.	Absence of Conflict.  Executive represents and warrants that
his employment by the Company, and his performance of his obligations as
described herein, shall not conflict with, and will not be constrained by, any
prior employment or consulting agreement or relationship, and that any
limitations on Executive's ability to perform as provided hereunder and as
contemplated by the parties have been disclosed in writing to the Company.

15.	Assignment.  This Agreement, and all rights and obligations
under this Agreement, shall be binding upon and inure to the benefit of and
be enforceable by the parties hereto and their respective heirs, successors,
executors, administrators and assigns.

16.	Notices.  For purposes of this Agreement, notices and other
communications provided for herein (each a "***Notice***"), shall be in writing
and shall be delivered personally or sent by United States certified mail,
return receipt requested, postage prepaid, addressed to each party's last
known address, or to such other address, or to the attention of such other
persons, as the recipient party has previously furnished to the other party in
writing in accordance with this paragraph.  Such Notice shall be effective
upon delivery, or three days after it has been mailed as provided above,
whichever occurs first.

17.	Integration.  This Agreement and its Exhibit A and Exhibit
B represent the entire agreement and understanding between the parties as
to the subject matter hereof, and supersede all prior or contemporaneous
agreements, whether written or oral.  Notwithstanding the foregoing, this
Agreement does not supersede any rights or benefits Executive may have
accrued prior to the execution of this Agreement.  No waiver, alteration, or
modification of any of the provisions of this Agreement or its Exhibit A
and/or Exhibit B shall be binding unless in writing and signed by Executive
and by the Chairman of the Board.

18.	Waiver.  Failure or delay on the part of either party hereto to
enforce any right, power or privilege hereunder shall not be deemed to
constitute a waiver thereof.  Additionally, a waiver by either party of a
breach of any promise herein by the other party shall not operate as, or be
construed to constitute, a waiver of any subsequent breach by such other
party.

19.	Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid
under applicable law.  However, if any provision of this Agreement is held
to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability
will not affect any other provision, but this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.

20.	Attorneys' Fees.  Subject to Section 24 hereof, in the event
of any dispute, claim, case or controversy arising under or relating to this
Agreement (including enforcing judgments and appeals), each party shall pay
its or his expenses, except in the case where Executive is the prevailing
party, Executive shall be entitled to reimbursement of his reasonable
attorneys' fees and costs of suit, in addition to such other relief as may be
granted by the court.

21.	Headings.  The headings of the paragraphs contained in this
Agreement are for reference purposes only, and shall not in any way affect
the meaning or interpretation of any provision of this Agreement.

22.	Negotiation Fees.  Promptly following the written request of
Executive for reimbursement, the Company shall reimburse Executive for
all of his legal and other professional services fees and expenses related to
the negotiation and execution of this Agreement; provided, however, that the
Company's reimbursement obligation under this Section 22 shall be limited
to $10,000.

23.	Applicable Law.  This Agreement shall be governed by and
construed in accordance with the internal substantive laws, and not the
choice of law rules, of the State of New York.

24.	Dispute Resolution.

(a)	Except as otherwise expressly provided herein,
Executive and the Company agree that any and all disputes between the
Company and Executive, which relate to, arise out of or pertain to
Executive's employment, separation from employment or the construction
or interpretation of this Agreement shall be submitted to and resolved by
final and binding arbitration.  The arbitration shall be instead of any civil
litigation; this means that Executive and the Company are each waiving any
rights to a jury trial.  Executive and the Company expressly understand and
agree that consistent with the foregoing, no party to this Agreement shall
institute a proceeding in any court or administrative agency to resolve a
dispute arising under or in connection with this Agreement.

(b)	Executive and the Company expressly understand and
agree that there will be no court or jury trial of disputes between them arising
out of or in connection with this Agreement, Executive's employment or
separation from employment including, but not limited to, claims under
federal, state or local laws prohibiting employment discrimination.
Nevertheless, claims for unemployment insurance benefits, for workers'
compensation insurance benefits, and for benefits under any ERISA-governed employee benefit plan(s), shall be resolved pursuant to the claims
procedures under such benefit plans.

(c)	All disputes between the parties which are covered by
this Section 24 and which cannot be resolved within two weeks after a
demand for direct negotiation between the parties shall be settled exclusively
by binding arbitration in New York City, New York under the National
Rules for the Resolution of Employment Disputes of the American
Arbitration Association (the "***AAA Rules***") before a panel of three (3) neutral
arbitrators selected in accordance with the applicable rules.  The arbitrators
shall award the prevailing party its attorney's fees, arbitration costs, expert
fees, and all other costs and expenses incurred in connection with the
arbitration, including any fees and costs incurred in confirming and enforcing
the award.  Executive and the Company expressly understand and agree that
any limitations in the AAA Rules excluding statutory discrimination from
the scope of this Section 24 shall not apply and that it is the parties' desire
to include statutory discrimination claims within the scope of arbitration.
Executive and the Company knowingly and voluntarily agree to the
arbitration provisions set forth in this Section 24.  A decision in arbitration
shall be final and binding.

(d)	Judgment may be entered on the arbitrators' award in
any court having jurisdiction.  The arbitration filing fee expenses shall be
borne according to the AAA Rules; provided that if and only if the
arbitration involves statutory discrimination claims, the Company shall pay
all types of costs that are unique to arbitration, such as the arbitrator's fees.

25.	Counterparts.  This Agreement may be executed in one or
more counterparts, none of which need contain the signature of more than
one party hereto, and each of which shall be deemed to be an original, and
all of which together shall constitute a single agreement.

IN WITNESS WHEREOF, each of the parties has executed
this Agreement, in the case of the Company by its duly authorized officer,
as of the day and year first above written.

|Medix Resources, Inc.

By:  ___________________________

Patrick Jeffries

Chairman of the
Board of Directors | _______________________________
Darryl R. Cohen
Executive
|------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------
|                                                                                                              |