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                                                                   EXHIBIT 10.1

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

               THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement")
entered into as of the 30th day of June, 1998 by and between RENEX CORP., a
Florida corporation ("Company"), and JAMES P. SHEA ("SHEA").

                                R E C I T A L S:

               A. The Company is a provider of kidney dialysis treatments in
various parts of the United States to individuals suffering from end stage renal
disease (the "Business"); and

               B. SHEA has been in the continuous employ of the Company since
August 1993 as its President/Chief Executive Officer; and

               C. The Company and Shea entered into an Employment Agreement
dated April 21, 1997 (the "Employment Agreement");

               D. The Company desires to continue to employ SHEA as the
Company's President/Chief Executive Officer and SHEA desires to continue to be
employed by the Company in such position on the terms and conditions provided
herein; and

               E. The Company believes that it is in the best interest of the
Company to assure Shea of a secure minimum compensation and to diminish the
inevitable distraction of SHEA that may result in the event of the possibility,
threat or occurrence of a change of control, by providing for certain
compensation arrangements upon a change of control; and

               F. The parties desire to amend the Employment Agreement on the
terms hereof and to restate the Employment Agreement, in its entirety herein.

               NOW THEREFORE, in consideration of the mutual promises and
covenants contained in this Agreement and such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

               1. RECITATIONS. The above recitations are true and correct and
are incorporated herein by this reference.

               2. EMPLOYMENT.

                       2.1. POSITION OF EMPLOYMENT. The Company hereby continues
the employment of SHEA as its President/Chief Executive Officer upon all of the
terms and conditions hereinafter set forth. SHEA shall perform such duties as
are usually performed by a President/Chief Executive Officer of a business
similar in scope as the Business and such other reasonable additional duties as
may be prescribed from time to time by the Company's Board of Directors, taking
into account SHEA's education, experience and job responsibilities. SHEA shall
report directly to the Board of Directors. All actions shall be subject and
subordinate to review and




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approval by the Board of Directors and any and all committees of the Board of
Directors. The precise responsibilities of SHEA may be modified from time to
time in accordance with reasonable policy established by the Board of Directors
of the Company consistent with SHEA's qualifications and experience.

                       2.2. BOARD MEMBERSHIP. During the term of this Agreement,
the Company shall use its best efforts to nominate and cause the election of
SHEA to the Company's Board of Directors.

                       2.3. DEVOTION OF TIME. During the term of SHEA's
employment, SHEA shall devote his full business time, ability and attention to
the business affairs of the Company. SHEA agrees to use his best efforts to
perform faithfully and efficiently such responsibilities. SHEA shall be
permitted to (i) serve on corporate, civic or charitable boards or committees;
and (ii) deliver lectures, fulfill speaking engagements or teach at educational
institutions. All income received from such other endeavors shall be for the
exclusive benefit of SHEA and the Company shall have no interest therein.

                       2.4. WORKING FACILITIES. During the term of this
Agreement, the Company shall furnish, at SHEA's principal place of employment,
an office, furnishings, secretary and such other facilities commensurate and
suitable to his position and adequate for the performance of his duties
hereunder.

                       2.5. LOCATION OF EMPLOYMENT. Unless otherwise agreed to
by SHEA, SHEA's principal place of business shall be within Dade or Broward
Counties, Florida.

               3. TERM OF EMPLOYMENT

                       3.1. TERM OF EMPLOYMENT. The term of this Agreement shall
be effective as of April 21, 1997 (the "Commencement Date") and shall end five
(5) years thereafter, subject to earlier termination or extension as otherwise
set forth in this Agreement.

                       3.2. AUTOMATIC EXTENSION. This Agreement shall be
automatically extended for successive five (5) year periods at the end of the
initial or any extended term, unless either party provides written notice of
termination to the other party at least 180 days prior to the expiration of the
initial or extended term respectively.

                       3.3. TERMINATION OF EMPLOYMENT BY THE COMPANY FOR CAUSE.
The Company may terminate SHEA's employment upon fifteen (15) days written
notice for the reasons set forth in Section 3.3.1 below, if such default is not
cured within such notice period, or such additional time as is reasonably
necessary to cure such default if SHEA is using diligent efforts to cure such
default. The Company shall be entitled to terminate SHEA's employment without
notice or an opportunity to cure for the reasons set forth in Section 3.3.2
herein.

                                3.3.1. NOTICE. Notice or an opportunity to cure
shall be required for the following reasons:

                                         (a) A default or breach by SHEA of any
of the material provisions of this Agreement detrimental to the Company;





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                                         (b) refusal to follow reasonable and
lawful directives of the Company's Board of Directors or any committee thereof
which are consistent with SHEA's duties and responsibility outlined in this
Agreement; or

                                3.3.2. NO NOTICE. No notice or an opportunity to
cure shall be required for the following:

                                         (a) actions by SHEA constituting fraud,
embezzlement or dishonesty;

                                         (b) the deliberate and knowing breach
by SHEA of the Company's internal financial controls;

                                         (c) SHEA furnishing false, misleading,
or omissive information or omitting to furnish material information to the
Company's Board of Directors, or any committee thereof, in the reasonable
judgment of the Board of Directors;

                                         (d) any action by SHEA which
constitutes a breach of the confidentiality of the Business and/or trade secrets
of the Company;

                                         (e) SHEA's gross negligence in the
performance of his duties as outlined in this Agreement;

                                         (f) any violation of federal or state
law by SHEA which have a material detrimental impact on the Company;

                                         (g) at such time as SHEA shall have
failed, by reason of mental or physical disability or illness ("Disability" as
hereinafter defined), to perform his services pursuant to this Agreement for a
period of one hundred eighty (180) days. Disability shall be defined to mean the
inability of SHEA to perform his duties under this Agreement, based on injury,
illness or physical or mental conditions as determined by the Company's Board of
Directors, which determination must be supported by two licensed physicians, one
of each selected by the Company and SHEA; provided, however, if the Company
maintains a policy insuring against the disability of SHEA, Disability shall
have the meaning ascribed in such policy. Upon the Board's initial determination
of disability, SHEA will submit to mental and physical examinations which shall
be paid by the Company, unless otherwise covered by health benefits provided by
the Company to SHEA. The failure of SHEA to submit to such reasonable
examinations within fifteen (15) days of such request shall be conclusive that
such Disability exists.

                                3.3.3. NO ADDITIONAL COMPENSATION. Upon
termination for the reasons set forth in Section 3.3 herein, the Company shall
not be liable for any further compensation or benefits following the date of
termination, other than accrued Base Salary. Notwithstanding, SHEA shall be
entitled to receive all appropriate benefits mandated by the Consolidated Budget
Reconciliation Act of 1985 ("COBRA").

                       3.4. TERMINATION BY SHEA. SHEA may terminate this
Agreement upon thirty (30) days written notice, upon the occurrence of a
material default of this Agreement by the Company, which default is not cured
within the thirty (30) day notice period. Such notice shall set forth with
particularity the facts underlying the claimed default. If SHEA terminates this
Agreement under this Section 3.4, SHEA shall be entitled to the Severance
Payment as provided in Section 4.6.

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                       3.5. TERMINATION WITHOUT CAUSE. The Company shall have
the right to terminate this Agreement without Cause on thirty (30) days written
notice, subject to payment by the Company of the Severance Payment described in
Section 4.6 herein. Notwithstanding anything herein to the contrary, in the
event that SHEA's employment is terminated in accordance with this Section 3.5,
SHEA's rights under any and all employee stock option programs or individual
stock option arrangements shall remain in effect and provide to SHEA the ability
to exercise any and all stock options vested as of the date of termination
through the remainder of the terms of such options, which termination dates
shall not be accelerated based on the termination of employment.

                       3.6. TERMINATION UPON DEATH. This Agreement shall be
terminated immediately upon the death of SHEA. Within thirty (30) days following
such termination, the Company shall pay to SHEA's estate: (i) all accrued Base
Salary and bonuses; and (ii) a sum equal to six (6) months' Base Salary. In
addition, upon the determination of bonuses for the fiscal year in which SHEA
died, the Company shall pay to SHEA's estate, a prorated bonus based on the
number of days SHEA provided services hereunder during the year of his death.

                       3.7. TERMINATION BY SHEA UPON CHANGE OF CONTROL. SHEA may
terminate this Agreement upon thirty (30) days written notice at any time within
eighteen (18) months after the occurrence of a "Change of Control." Upon such
termination, SHEA shall be entitled to the Severance Payment set forth in
Section 4.6 below. Notwithstanding anything herein to the contrary, in the event
that SHEA's employment is terminated in accordance with this Section 3.7, SHEA's
rights under any and all employee stock option programs or individual stock
option arrangements shall remain in effect and provide to SHEA the ability to
exercise any and all stock options vested as of the date of termination through
the remainder of the terms of such options, which termination dates shall not be
accelerated based on the termination of employment.

                       3.8. DEFINITION OF CHANGE OF CONTROL. Change of Control
is defined for the purposes of this Agreement as any of the following acts:

                                3.8.1. The acquisition by any person, entity or
"group" within the meaning of Section 13(d) or 14(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of twenty-five (25%) percent or
more of either the then outstanding shares of the Company's common stock or the
combined voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors. Notwithstanding, any
purchase by underwriters pursuant to a firm commitment underwriting shall not
constitute a Change of Control; or

                                3.8.2. If the individuals who serve on the
Company Board of Directors as of the Commencement Date (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board of
Directors; provided, however, that any person who becomes a director subsequent
to the Commencement Date whose election or nomination for election by the
Company's shareholders was approved by a vote of at least a majority of the
directors then compiling the Incumbent Board shall be for purposes of this
Agreement considered as if such person was a member of the Incumbent Board; or




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                                3.8.3. Approval by the Company's stockholders of
(i) a merger, reorganization or consolidation whereby the Company's shareholders
immediately prior to such approval do not, immediately after consummation of
such reorganization, merger or consolidation own more than 50% of the combined
voting power entitled to vote generally in the election of directors of the
surviving entity's then outstanding voting securities; or (ii) liquidation or
dissolution of the Company; or (iii) the sale of all or substantially all of the
assets of the Company.

               4. COMPENSATION AND BENEFITS




                       4.1. SALARY. Subject to the provisions of Section 4.2
herein, the Company shall pay to SHEA, a base salary at a total annual rate of
$190,000 (the "Base Salary") payable in cash. Base Salary shall be paid in
regular payroll intervals consistent with payroll policy established by the
Company from time to time.

                       4.2. COST OF LIVING INCREASE. On each anniversary date of
the Commencement Date during the term hereof or any extension, Base Salary shall
be increased by the greater of (i) six (6%) percent of then existing Base
Salary, or (ii) the percentage increase, if any, of the consumer price index for
Urban Wage Earners and Clerical Workers (Greater Metropolitan Miami area; all
items) issued by the Bureau of Labor Statistics of the U.S. Department of Labor.
The Company's Board of Directors shall have the discretion to grant increases in
Base Salary in excess of the amounts provided herein.

                       4.3. BONUS. Prior to the commencement of each fiscal
year, the Board of Directors or its compensation committee, if any, shall
establish in good faith a reasonable and justifiable incentive bonus plan for
SHEA for such fiscal year. The incentive bonus plan shall provide SHEA the
ability to earn a bonus based upon certain goals and objectives to be
established in such incentive bonus plan. Such bonus, if any, shall be payable
within thirty (30) days following the completion of the Company's audit for such
fiscal year by its independent auditors.

                       4.4. STOCK OPTIONS. SHEA shall be eligible from time to
time to receive grants of stock options, under stock option plans or otherwise,
in such amounts and at such times as determined by the Board of Directors or any
committee thereof. All options granted to SHEA shall:

                                (a) have a minimum term of five (5) years within
which to exercise such options;

                                (b) have a vesting schedule of no worse than
twenty-five (25%) percent as of the date of grant and twenty-five (25%) on each
anniversary date of such grant thereafter;

                                (c) vesting shall be accelerated upon a change
of control of the Company;





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                                (d) have an exercise price no greater than the
market price of the underlying securities as of the date of grant; and

                                (e) such other terms and conditions as are
customary for similar types of options.

                       4.5. ADDITIONAL BENEFITS.

                                4.5.1. VACATION. SHEA shall be entitled to a
reasonable number of discretionary paid vacation days consistent with his level
of employment, duties and seniority during each twelve-month period during the
term of this Agreement, but in no event less than twenty (20) days during each
period. Vacation time may be accumulated for a period of not longer than two (2)
years. SHEA shall not receive compensation for days not used.

                                4.5.2. AUTOMOBILE EXPENSES. During the term of
this Agreement, the Company shall pay to SHEA an automobile allowance of $700
per month net of taxes, which shall be inclusive of all expenses associated with
the operation of such automobile, including depreciation, gasoline, insurance,
repairs and maintenance.

                                4.5.3. REIMBURSEMENT OF EXPENSES. SHEA shall be
reimbursed by the Company, upon presentation of adequate receipts, for all
business expenses which are reasonably incurred by SHEA in the performance of
his duties under this Agreement, including but not limited to travel, cellular
phone and similar expenses. All travel expenses shall be incurred in accordance
with reasonable policy established by the Board of Directors.

                                4.5.4. PARTICIPATION IN EMPLOYEE BENEFIT PLANS.
SHEA shall be entitled to participate, subject to eligibility and other terms
generally established by the Company's Board of Directors, in any group
hospitalization, health, dental care, profit sharing and pension, and other
benefit plans, as may be adopted or amended by the Company from time to time as
affecting employees of similar status. The Company shall provide health
insurance for SHEA and his dependents and shall pay all premiums incurred
thereby.

                       4.6. SEVERANCE PAYMENT. SHEA shall be entitled to the
Severance Payment as calculated below in the event that SHEA's employment is
terminated (i) by the Company without cause; (ii) by SHEA after a material
default by the Company; (iii) by SHEA after a Change of Control pursuant to
Section 3.7; or (iv) by the Company for any reason after a Change of Control.
The Severance Payment shall be an amount equal to the greater of:

                       (a) The sum of (i) Base Salary payments SHEA would have
received has his employment continued for the remaining term of this Agreement;
and (ii) three times any bonus paid to SHEA in the preceding twelve (12) months
prior to termination, including the value of any options issued in lieu of cash
bonuses; or

                       (b) $500,000.

               The Severance Payment shall be paid 100% in cash on the effective
date of such termination. In addition to the Severance Payment, SHEA shall be
entitled to all of the benefits 




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and personal perquisites otherwise provided in this Agreement for a period of
time which is the greater of (i) the remaining term of this Agreement (if it
were not terminated), or (ii) three (3) years (the "Severance Period"). Such
benefits shall include, but are not limited to, automobile allowance, health and
life insurance and any other benefit SHEA was receiving at the time of
termination. Notwithstanding anything herein to the contrary, reimbursement of
expenses as provided in Section 4.5.3 herein is not a benefit during the
Severance Period. Any benefit or prerequisite that is payable in cash shall be
payable in equal installments on the first day of each month during the
Severance Period.

               5. REPRESENTATIONS. SHEA hereby represents to the Company that he
is in good health, he is physically and mentally capable of performing his
duties hereunder and he has no knowledge of any present or past physical or
mental condition which would cause an insurance company to reject an application
by SHEA for life insurance or for accident, sickness or disability insurance.
SHEA represents and warrants that to the best of his knowledge he is not subject
to any restrictive covenants under any other agreements prohibiting his
performance in full hereunder, or which would subject the Company to any valid
claims for tortious interference.

               6. CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION.

                       6.1. CONFIDENTIALITY. SHEA shall not, during the term of
this Agreement or at any time thereafter, divulge, furnish or make accessible to
anyone without the Company's prior written consent, any knowledge or information
with respect to any aspect of the Business, including but not limited to: the
Company's costs; fees or models; physician or patient names; provider names;
referral sources; addresses and telephone numbers of patients and referral
sources; billing procedures, prices and terms; its business techniques, computer
programs and printouts; identity of prospective patients, providers or referral
sources; information disclosed by the Company's patients to the Company; or
other information concerning the Business or its employees. All information
given to SHEA in connection with his employment shall be considered confidential
and proprietary.

                       6.2. OWNERSHIP OF INFORMATION. SHEA recognizes that all
records; patient lists; provider lists; referral lists; material cost data; fees
or models; files and correspondence with patients, referral services,
physicians, and providers of services; computer printouts; contracts; reports;
notes; business plans; compilations of other recorded matter; and copies or
reproductions thereof, relating to the Company's operations and activities made
or received by SHEA in the course of his employment are the exclusive property
of the Company and SHEA holds and uses same as trustee for the Company and
subject to the Company's sole control and will deliver same to the Company at
the termination of his employment, or earlier if so requested. All of such
information, which if used by SHEA outside the scope of his employment, could
cause irreparable and continuing injury to the Business for which there may not
be an adequate remedy at law.

               7. RESTRICTIVE COVENANT. As an inducement to cause the Company to
enter into this Agreement, SHEA covenants and agrees that during his employment,
and for a period of one (1) year after he ceases to be employed by the Company,
regardless of the manner or cause of termination:





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                       7.1. NON-COMPETITION. SHEA will not be an employee,
agent, director, stockholder or owner (except of not more than 1% of the
securities of any publicly traded entity), partner, consultant, financial
backer, creditor or be otherwise directly or indirectly connected with or
participate in the management, operation or control of any business, firm,
proprietorship, corporation, partnership, association, entity or venture engaged
in the provision of services similar to the Company's business as of termination
(a "Competing Business") within 100 miles of any office, center, clinic or other
location of the Company, or any of its subsidiaries or affiliates;

                       7.2. SOLICITATION OF BUSINESS. SHEA will not contact,
call upon, solicit business from, sell or render services to any patient,
provider, insurer, HMO, managed care company or contract party of the Company,
or any of its affiliates with respect to a Competing Business or purchase from
any supplier or potential supplier any materials for same and SHEA shall not
directly or indirectly aid or assist any other person, firm or corporation to do
any of the aforesaid acts; or

                       7.3. SOLICITATION OF EMPLOYEES. SHEA will not directly or
indirectly, as principal, agent, owner, partner, stockholder, officer, director,
employee, independent contractor or consultant or in any individual or
representative capacity for himself or on behalf of any business, firm,
corporation, partnership, association or proprietorship enter into any
agreements with, solicit, or directly or indirectly cause others to solicit the
employment of any officer, sales person, agent, or other employee of the
Company, or any of its subsidiaries or affiliates for the purpose of causing
said officer, sales person, agent or other employee to terminate employment with
the Company.

                       7.4. NON-ENFORCEMENT OF RESTRICTIVE COVENANT:
Notwithstanding anything herein to the contrary, if this Agreement is terminated
(a) by SHEA as a result of the material breach of this Agreement by the Company,
(b) if the Company fails to make any Severance Payment required herein within
ten (10) days after such payment is due, or (c) by SHEA in accordance with
Section 3.7 herein, then in such event the Restrictive Covenants contained in
this Section 7 shall thereafter be unenforceable by the Company. Notwithstanding
termination of the restrictive covenants, the Company will still be obligated to
pay the remaining Severance Payments thereafter due.

               8. ACKNOWLEDGMENT. SHEA HEREBY ACKNOWLEDGES AND UNDERSTANDS THIS
AGREEMENT INHIBITS SHEA'S ABILITY TO WORK FOR THE SAME OR SIMILAR KIND OF
BUSINESS FOR A PERIOD OF ONE (1) YEAR AFTER THE END OF SHEA's EMPLOYMENT WITH
THE COMPANY. SHEA acknowledges and confirms that the length of the term and
geographic restrictions contained in this Agreement are fair and reasonable and
not the result of overreaching, duress or coercion of any kind. SHEA further
acknowledges and confirms that his full, uninhibited and faithful observance of
each of the covenants contained in this Agreement will not cause any undue
hardships, financial or otherwise and that enforcement of this Agreement will
not impair SHEA's ability to obtain employment commensurate with SHEA's
abilities and on terms fully acceptable to SHEA. SHEA acknowledges that SHEA
will be receiving significant information regarding the Business which SHEA has
not previously received and would not receive without being employed by the
Company. SHEA acknowledges and confirms that such information would cause the
Company serious injury and loss if used by SHEA for the benefit of a competitor.





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               9. MATERIAL VIOLATION. A violation of Sections 6 or 7 shall
constitute a material and substantial breach of this Agreement and shall result
in the imposition of the Company's remedies contained in Section 11. SHEA
acknowledges that compliance with the provisions of Sections 6 and 7 are
necessary to protect the goodwill and proprietary interests of the Company and
is a material condition of employment. SHEA acknowledges and agrees that proof
of one such personal solicitation by SHEA of a patient, referral source, HMO,
managed care company, insurance company, supplier or employee, shall constitute
absolute and conclusive evidence that SHEA has substantially and materially
breached the provisions of this Agreement.

               10. MATERIAL COVENANTS. It is understood by and between the
parties that the foregoing covenants set forth in Sections 6 and 7 are essential
elements of this Agreement, and that but for the agreement of SHEA to comply
with such covenants, the Company would not have entered into this Agreement.
Such covenants by SHEA shall be construed as agreements independent of any other
provision of this Agreement and the existence of any claim or cause of action
SHEA may have against the Company whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
these covenants.

               11. REMEDIES. SHEA hereby acknowledges, covenants and agrees that
in the event of a material default or breach under this Agreement:

                       (a) the Company will suffer irreparable and continuing
damages as a result of such breach and its remedy at law will be inadequate.
SHEA agrees that in the event of a violation or breach of this Agreement, in
addition to any other remedies available to them, the Company shall be entitled
to an injunction restraining any such default or any other appropriate decree of
specific performance, without any requirement to prove actual damages or to post
any bond or any other security and to any other equitable relief the court deems
proper; and

                       (b) Any and all of the Company's remedies described in
this Agreement shall not be exclusive and shall be in addition to any other
remedies which the Company may have at law or in equity including, but not
limited to, the right to monetary damages.

               12. SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses, sections, subdivisions, subparagraphs, paragraphs
or articles contained in this Agreement shall not affect the enforceability of
the remaining portions of this Agreement or any part thereof, all of which are
inserted conditionally on their being legally valid. In the event that one or
more of the words, phrases, sentences, clauses, sections, subdivisions,
subparagraphs, paragraphs or articles are determined to be unenforceable and if
such invalidity shall be caused by the length of any period of time or the size
of any area set forth in any part hereof, such period of time or such area, or
both, shall be considered to be reduced to a period or area which would cure
such invalidity.





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               13. NOTICE. Any notices or other communications to any party
pursuant to or relating to this Agreement must be in writing and shall be deemed
to have been given or delivered when hand-delivered, mailed through the U.S.
Postal Service via certified mail, return receipt requested, postage prepaid,
through a nationally recognized overnight courier, or via facsimile to the party
at their addresses below:

    Company:                        Renex Corp.
                                    2100 Ponce de Leon Boulevard, Suite 950
                                    Coral Gables, Florida 33134
                                    Attention:  Chairman of the Board

    with a copy to:                 Bryan W. Bauman, Esq.
                                    Wallace, Bauman, Fodiman & Shannon, P.A.
                                    2222 Ponce de Leon Boulevard, Sixth Floor
                                    Coral Gables, Florida 33134

    SHEA:                           James P. Shea
                                    10295 Collins Avenue
                                    Bal Harbor, Florida 33154

or such other address given by such party to the other party at any time
hereafter.

               14. ENTIRE AGREEMENT. This Agreement contains the sole and entire
agreement between the parties with respect to the subject matter hereof and
supersedes any and all other prior written or oral agreements between them as to
such subject matter.

               15. AMENDMENT. No amendment, waiver or modification of this
Agreement or any provisions of this Agreement shall be valid unless in writing
and duly executed by both parties.

               16. BINDING AGREEMENT. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective heirs, legal
representatives, successors and assigns.

               17. WAIVER. Any waiver by any party of any breach of any
provision of this Agreement shall not be considered as or constitute a
continuing waiver or waiver of any other breach of any provision of this
Agreement.





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               18. ASSIGNMENT. No party may assign their rights hereunder
without the prior written consent of the other, except that the Company may
assign its rights to any affiliate or successor entity without the consent of
SHEA subject to the provisions of Section 3.7 herein.

               19. CAPTIONS. Captions contained in this Agreement are inserted
only as a matter of convenience or for reference and in no way defines, limits,
extends, or describes the scope of this Agreement or the intent of any
provisions of this Agreement.

               20. ATTORNEYS' FEES. In the event of any litigation arising out
of this Agreement, the prevailing party shall be entitled to recover its
attorneys' fees and costs, including attorneys' fees and costs incurred on
appeal.

               21. GOVERNING LAW. This Agreement shall be governed by the laws
of the State of Florida.

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


                                      RENEX CORP., a Florida corporation



                                      By:
                                          -------------------------------------
                                                     ORESTES L. LUGO
                                          Vice President/Chief Financial Officer



                                      -----------------------------------------
                                                     JAMES P. SHEA




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