EMPLOYMENT AGREEMENT

This
Employment Agreement (this " Agreement") is made as of January 2, 2001, between RevCare, Inc., a Nevada corporation (the " Company"), and
Frederick C. McGee (" Executive").

1.
Employment. The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period
beginning on the date hereof and ending as provided in paragraph 4 hereof (the " Employment Period").

2. Position and Duties.



3. Compensation and Benefits.



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4.
Term.



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5.
Confidential Information. Executive acknowledges that the information, observations and data (including trade secrets) obtained by him while employed by the Company and its Affiliates concerning the
business or affairs of the Company and any of its Affiliates (" Confidential Information") are the property of the Company or such Affiliate. Therefore, Executive agrees that he shall not disclose to
any unauthorized person or use for his own purposes any
Confidential Information without the prior written consent of the Board, unless and to the extent that the Confidential Information becomes generally known to and available for use by the public other
than as a result of Executive's acts or omissions. Executive shall deliver to the Company at the termination or expiration of the Employment Period, or at any other time the Company may request, all
memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to the Confidential Information, Work Product
(as defined below) or the business of the Company and its Affiliates which he may then possess or have under his control.

6. Inventions and Patents. Executive acknowledges that all inventions, innovations, improvements, developments,
methods, designs, analyses, drawings, reports and all similar or related information
(whether or not patentable) which relate to the Company's or any of its Affiliates' actual or anticipated business, research and development or existing or future products or services and which are
conceived, developed or made by Executive while employed by the Company and its Affiliates (" Work Product") belong to the Company or such Affiliate. Executive shall promptly disclose such Work
Product to the Board and, at the Company's expense, perform all actions reasonably
requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other
instruments). If applicable, this Agreement does not apply to inventions which qualify fully for protection under Section 2870 of the California Labor Code (which, if applicable, could apply to
ideas or inventions for which no equipment, supplies, facility or trade secret information of the Company or its Affiliates were used and which were developed entirely on Executive's own time, and
(i) which do not relate at the time of conception or reduction to practice of the invention (A) to the actual business of the Company or its Affiliates, or (B) to the Company or
its Affiliates actual or demonstratably anticipated research or development or (ii) which do not result from any work performed by Executive for the Company or its Affiliates. Notwithstanding
the foregoing, Executive shall disclose in confidence to the Company any invention in order to permit the Company to make a determination as to compliance by Executive with the terms and conditions of
this Agreement.

7.
Exclusive Services, Non-Solicitation.



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8.
Option to Hire Executive as Consultant. Upon the expiration or termination of Executive's employment under this Agreement, the Company shall have the option to engage Executive as a consultant on a yearly
basis for
up to three consecutive years. As a consultant, Executive's duties shall include those matters reasonably requested by the Board but which will not interfere (as to time required) with the opportunity
to maintain other employment consistent with this paragraph 8. For each year that Executive provides consulting services to the Company and its Affiliates pursuant to the option of the Company
contained in this paragraph 8, the Company shall pay Executive the sum of Thirty Thousand Dollars ($30,000), payable in twelve (12) installments which are to be paid at the end of each
month. The parties expressly agree that when Executive is performing consulting services for the Company and its Affiliates, Executive is acting as an independent contractor. Therefore, Executive
shall be solely liable for Social Security and income taxes which result from Executive's compensation as a consultant. In addition, Executive shall not be entitled to any other benefits including,
without limitation, such group medical, life and disability insurance and other benefits as may be provided to employees of the Company or its Affiliates.

9.
Enforcement. If, at the time of enforcement of paragraph 5, 6 or 7 of this Agreement, a court holds that the restrictions stated herein are unreasonable under circumstances then
existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. Because
Executive's services are unique and because Executive has access to Confidential Information and Work Product, the parties hereto agree that money damages would not be an adequate remedy for any
breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns, in addition to other rights and remedies existing in their
favor, shall be entitled to specific performance
and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).
Executive acknowledges that the restrictions contained in paragraph 7 are reasonable and that he has had an opportunity to review the provisions of this Agreement with his legal counsel.

10.
Executive's Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not

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conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (ii) Executive is
not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity, and (iii) upon the execution and delivery of this
Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has had
an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

11. Survival. Paragraphs 5 through 20 shall survive and continue in full force in accordance with their terms notwithstanding
the expiration or termination of the Employment Period.

12.
Notices.Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by first class
mail, return receipt requested, to the recipient at the address below indicated:



or
such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed
to have been given when so delivered, sent or mailed.

13. Severability.Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but 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 shall not affect any
other provision or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.

14. Complete Agreement. This Agreement embodies the complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or
among the parties, written or oral, which may have related to the subject matter hereof in any way.

15.
No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall
be applied against any party.

16. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all
of which taken together constitute one and the same agreement.

17.
Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that

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Executive may not assign his rights or delegate his duties or obligations hereunder without the prior written consent of the Company.

18.
Choice of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by,
and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of California or any
other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

19. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of
the Company (as approved by the Board) and Executive, and no course of
conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including, without limitation, the Company's right to terminate
the Employment Period for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

20. Arbitration. Except with respect to disputes or claims under paragraphs 5, 6 and 7 hereof (which may be pursued in any
court of competent jurisdiction as specified below and with respect
to which each party shall bear the cost of its own attorney's fees and expenses except as otherwise required by applicable law), each party hereto agrees that the arbitration procedure set forth in
Exhibit B hereto shall be the sole and exclusive method for resolving any claim or dispute (" Claim") arising out of or relating to the rights and obligations acknowledged and agreed to in this
Agreement and the employment of Executive by the Company and its Affiliates
(including, without limitation, disputes and claims regarding employment discrimination, sexual harassment, termination and discharge), whether such Claim arose or the facts on which such Claim is
based occurred prior to or after the execution and delivery of adoption of this Agreement. The parties agree that the result of any arbitration hereunder shall be final, conclusive and binding on all
of the parties. Nothing in this paragraph shall prohibit a party hereto from instituting litigation to enforce any " Final Determination" (as defined in Exhibit B hereto). Each party hereto
hereby irrevocably submits to the jurisdiction of any United States District Court or California state court of
competent jurisdiction sitting in Orange County, California, and agrees that such court shall be the exclusive forum with respect to disputes and claims under paragraphs 5, 6 and 7 and for the
enforcement of any Final Determination. Each party hereto irrevocably consents to service of process by registered mail or personal service and waives any objection on the grounds of personal
jurisdiction, venue or inconvenience of the forum. Each party hereto further agrees that each other party hereto may initiate litigation in any court of competent jurisdiction to execute any judicial
judgment enforcing a Final Determination.

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

| |  | REVCARE, INC.                          
| |  | ---------------------------------------
| |  | By:                                    
| |  | Name:                                  
| |  | Title:                                 
| |  | /s/FREDERICK C. MCGEEFREDERICK C. MCGEE

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Exhibit A

GENERAL RELEASE

I,
Frederick C. McGee, in consideration of and subject to the performance by RevCare, Inc., a Nevada corporation (together with its Affiliates, the " Company"), of its material obligations under the
Employment Agreement, dated as of January 2, 2001 (the " Agreement"), do hereby release and forever discharge as of the date hereof the Company, its Affiliates and all present and former
directors, officers, agents, representatives,
employees, successors and assigns of the Company and its Affiliates and the Company's direct or indirect owners (collectively, the " Released Parties") to the extent provided below.

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BY
SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

|                                                        |  |                   
|------------------------------------------------------- |  | ------------------
|DATE:                                       
         , |  |                   
|                                                        |  | Frederick C. McGee

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Exhibit B

ARBITRATION PROCEDURE

1. Notice of Claim. A party asserting a Claim (the " Claimant")
shall deliver written notice to each party against whom the Claim is asserted (collectively, the " Opposing Party"), with a copy to the persons required to receive copies of notices under the
Agreement (the " Additional Notice Parties"), specifying the nature of the Claim and requesting a meeting to resolve same. The Additional Notice Parties shall be given reasonable notice of and invited
and permitted to
attend any such meeting. If no resolution is reached within 10 business days after delivery of such notice, the Claimant or the Opposing Party may, within 45days after giving such notice, invoke
the arbitration procedure provided herein by delivering to each Opposing Party and the Additional Notice Parties a Notice of
Arbitration, which shall specify the Claim as to which arbitration is sought, the nature of the Claim, the basis for the Claim, and the nature and amount of any damages or other compensation or relief
sought (a " Notice of Arbitration"). Each party agrees that no punitive damages may be sought or recovered in any arbitration, judicial proceeding or otherwise. Failure to file a Notice of
Arbitration
within 45 days shall constitute a waiver of any right to relief for the matters asserted in the notice of claim. Any Claim shall be forever barred, and no relief may be sought therefor, if
written notice of such Claim is not made as provided above within one year of the date such claim accrues.

2.
Selection of Arbitrator. Within 20 business days after receipt of the Notice of Arbitration, the Executive and the Board shall meet and attempt to agree on an arbitrator to hear and decide the Claim.
If the Executive and the Board cannot agree on an arbitrator within ten business days, then they shall request the American Arbitration Association (the " AAA") in Orange County, California to appoint
an arbitrator experienced in the area of dispute who does not have an ongoing business relationship with any of the parties to the
dispute. If the arbitrator selected informs the parties he cannot hear and resolve the Claim within the time-frame specified below, the Executive and the Board shall request the
appointment of another arbitrator by the AAA subject to the same requirements.

3. Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this
section. All procedural matters relating to the conduct of the arbitration other than those
specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified
herein.



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4. Costs of Arbitration. As part of the Final Determination, the arbitrator shall determine the allocation of the
costs and expenses of the arbitration, including the arbitrator's fee and both
parties' attorneys' fees and expenses, based upon the extent to which each party prevailed in the arbitration. In the event that any relief which is awarded is non-monetary, then such
costs and expenses shall be allocated in any manner as may be determined by the arbitrators.

5.
Confidentiality of Proceedings. The parties hereto agree that all of the arbitration proceedings provided for herein, including any notice of claim, the Notice of Arbitration, the submissions of the
parties, and the Final Determination issued by the arbitrator, shall be confidential and shall not be disclosed at any time to any person other
than the parties, their representatives, the arbitrator and the Additional Notice Parties; provided, however, that this provision shall not prevent the party prevailing in the arbitration from
submitting the Final Determination to a court for the purpose of enforcing the award, subject to comparable confidentiality protections if the court agrees; and further provided that the foregoing
shall not prohibit disclosure to the minimum extent reasonably necessary to comply with (i) applicable law (or requirement having the force of law), court order, judgment or decree, including,
without limitation, disclosures which may be required pursuant to applicable securities laws, and (ii) the terms of contractual arrangements (such as financing arrangements) to which the
Company or any Additional Notice Party may be subject so long as such contractual arrangements were not entered into for the primary purpose of permitting disclosure which would otherwise be
prohibited hereunder.

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