EMPLOYMENT AGREEMENT



     THIS AGREEMENT is made in duplicate, by and between ESSMAN LABORATORY

PHYSICIANS, JACKSONVILLE, P.A., hereafter called the "Employer," and

DENNIS M. SMITH, JR., M.D., hereafter called the "Employee."



     WHEREAS, Employee is duly licensed and otherwise legally authorized to

practice medicine; and



     WHEREAS, the Employer is a corporation duly authorized to engage in every

aspect of the practice of said profession and all its fields of specialization.



     NOW, THEREFORE, in consideration of the premises and of the promises herein

contained, the parties covenant and agree as follows:



     1.   RECITALS:



          The above recitals are true and correct and are made a part hereof.



     2.   EMPLOYMENT:



          The Employer agrees to employ the Employee from October 1, 1985 until

September 30, 1986 (such period being referred to hereafter as the "initial

term"), as a physician for the purpose of rendering, on behalf of the Employer,

professional medical services (including consulting and advice) to such members

of the general public as are, or hereafter shall be, accepted as patients by the

Employer. Unless otherwise terminated, such employment shall be extended from

year to year subsequent to the initial term. The initial term and any extension

thereof is hereafter referred to as the "period of active employment." This

Agreement may be terminated at the end of the initial term or at the end of any

extension thereof upon thirty (30) days' written notice prior to the end of such

period of active employment or as otherwise provided herein.



     3.   COMPENSATION:



          During the period of active employment, as defined above, the

Employer, in addition to incentive or bonus payments allocable to the Employee,

agrees to pay the Employee as compensation for the services of the Employee, as

follows:



          (a)  A basic annual salary of not less than $240,000.00 payable

pro rata at the end of each month for which services are rendered.



          (b)  Reimbursement for reasonable expenses actually incurred by the

Employee in the furtherance of the Employer's



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business, including, but not limited to, entertainment and attendance at

professional conferences, conventions and institutes, provided proper

itemization of said expenses is furnished the Employer by the Employee.



          (c)  Employer shall purchase on Employee's behalf medical insurance

coverage for employee, his spouse and his dependents. Employee shall have the

obligation to designate the policy to be purchased pursuant to this paragraph;

provided, however, that Employer shall have the right to decline to purchase the

selected policy, in which event, Employer shall select the policy to be

purchased for such purposes. In all events, the Employer shall have the right to

request that such policy provide for the maximum deductible amounts under the

policy provided by policies of designated insurors.



          (d)  Reimbursement for expenses related to medical diagnostic

procedures, including, but not limited to, routine medical examinations, blood

tests, x-rays, routine dental examinations, including x-rays, eye tests and

routine optical visits, and cost of travel for same at the rate of 20 cents per

mile. No reimbursement shall be made under this subparagraph for sums paid for

by medical insurance.



          (e)  Aggregate bonuses, director's fees (if applicable), management

committee fees and S corporation distributions comparable to the aggregate

bonuses, director's fees, management committee fees and S corporation

distributions provided to persons similarly situated payable on or about the end

of each term of this Agreement, the aggregate of such bonuses, director's fees,

management committee fees and S corporation distributions not to exceed, as to

any one fiscal year, $50,000; provided, however, that if this Agreement is still

in effect for the fiscal year beginning October 1, 1988, the aggregate shall not

exceed $100,000 for the fiscal year beginning October 1, 1988. Notwithstanding

the foregoing, there shall be no limitation on the amount of such bonuses,

director's fees, management committee fees and S corporation distributions for

each one year term of this Agreement during which the Employee is employed by

the Employer occurring after September 30, 1989, but only if, on or before June

30, 1990, the Employee has exercised all of his options to purchase the common

stock of Essman, Davis, Songster Laboratory Physicians, P.A. and Essman

Laboratory Physicians, Jacksonville, P.A. pursuant to the Stock Purchase

Agreement dated as of September 30, 1986 by and among Richard A. Essman, M.D.,

Larry J. Davis M.D., Curtis L. Songster, M.D., and Dennis Smith, M.D. For

purposes of this provision, the aggregate bonuses, director's fees, management

committee fees and S corporation distributions paid by Essman, Davis, Songster

Laboratory Physicians, P.A. and Essman Laboratory Physicians, Jacksonville, P.A.

to their senior physician employees shall conclusively be deemed comparable to

the aggregate bonuses, director's fees, management committee fees and S

corporation distributions provided to persons similarly situated.



                                       2.

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     4.   VACATION:



          The Employee shall be entitled to vacations with pay in accordance

with the vacation policy of the Employer promulgated from time to time by the

Employer.



     5.   WORKING FACILITIES:



          (a)  The Employee shall be furnished with an office, stenographic

help, and such other facilities and services as are suitable to his position and

adequate for the performance of his duties hereunder.



          (b)  Employee is required to maintain a telephone in his home for use

in his work. Employer agrees to reimburse Employee for the expense of

maintaining such telephone.



          (c)  Employee is required to furnish his own automobile for use in his

work. Employer shall reimburse Employee for that portion of use of such

automobile as is allocable to Employer's business.



          (d)  The Employer shall also furnish professional liability insurance

in such amounts as Employer from time to time determines to be appropriate.



     6.   FEES AND PATIENTS:



          (a)  All fees, compensation, monies and other things of value received

or realized as a result of the rendition of professional medical services by

the Employee shall belong to or be paid and delivered to the Employer.



          (b)  All patients treated by Employee are patients of the Employer and

shall be dealt with by Employee for and on behalf of Employer.



          (c)  The Employer shall have the exclusive authority to fix, and to

determine for fixing, fees to be charged to patients. The Employer shall have

the exclusive authority to determine who will be accepted as patients and the

exclusive authority for designating which professional employee of Employer will

serve each patient as well as the professional policies and procedures to be

followed by the Employee.



     7.   DUTIES:



          The Employee accepts employment with the Employer on the terms and

conditions herein set forth and agrees that during the period of active

employment, as defined above, he will devote his full business time and

attention to the rendition of professional medical services on 'behalf of the

Employer and to the furtherance of the Employer's best interests. The Employee

agrees that in the rendition of such professional medical services and



                                       3.

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in all aspects of his employment, he will comply with such reasonable policies,

standards and regulations of the Employer as are from time to time established,

and will carry out any duties as a physician to the best of his professional

ability. The Employee agrees to fully carry out any duties that the Employer may

give him, provided that such duties are not in conflict with applicable

standards of medical practice in Jacksonville, Florida. The Employee agrees

that, if requested so to do, he will serve as an officer and as a director of

the Employer without further pay.



     8.   EXTENT OF SERVICES:



          During the period of active employment, as defined above, the Employee

shall not undertake any professional medical business except for the benefit of

the Employer, unless the Employer shall consent thereto. The Employee may engage

in other business activities that do not conflict herewith which are approved by

the Employer.



     9.   FAILURE TO FURNISH INSURANCE BENEFITS:



          In the event of a failure of Employer to pay any insurance premiums or

provide any insurance coverage provided for by this Agreement or otherwise,

including but not limited to health, disability, casualty or liability insurance

of any kind or nature, Employer's liability shall be limited to the amount of

the premiums paid or to be paid for such insurance and in no event shall

Employer be held liable for any further or greater damage for the failure to

provide' neglect, such insurance, whether the same be the result of Employer's

neglect, default, or otherwise, or the default, neglect, or failure to provide

coverage by any other person.



     10.  AUTOMATIC TERMINATION FOR CAUSE:



          If the Employee for any reason ceases to be an active member of the

medical profession in good standing and duly licensed or otherwise legally

authorized within the State of Florida to render the same professional service

as the Employer, then, in any such event, all employment and relationship of the

Employee with the Employer shall automatically and immediately stand completely

severed and terminated.



     11.  EMPLOYER'S DETERMINATION OF TERMINATION FOR CAUSE:



          In addition to termination hereof as provided by paragraphs 10 and 13

hereof, this agreement may be terminated by the Employer at any time upon the

occurrence of one or more of the following events:



          (a)  In the event the Employee shall fail or refuse to comply with the

policies, standards and regulations of the Employer from time to time

established and such failure or refusal shall not have been cured within thirty

(30) days



                                       4.

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after the Employer notifies the Employee in writing of such failure or refusal;

or



          (b)  In the event the Employee shall be guilty of fraud, dishonesty or

other acts of misconduct in the rendering of professional medical services on

behalf of the Employer; or



          (c)  In the event the Employee shall fail or refuse to faithfully or

diligently perform the provisions of this agreement or the usual and customary

duties of his employment and such failure or refusal shall not have been cured

within thirty (30) days after the Employer notifies the Employee in writing such

failure or refusal; or



          (d)  In the event of a bona fide determination by the Employer to sell

or reduce to cash substantially all of the assets of the Employer, or to

distribute the Employer's assets in liquidation, or to discontinue the practice

of medicine by the Employer; or



          (e)  In the event the Employee makes an assignment for the benefit of

creditors; or



          (f)  In the event the Employee files a voluntary petition in

bankruptcy or becomes the subject of an involuntary petition in bankruptcy.



     12.  DEATH AND DISABILITY:



          (a)  If the Employee dies during the term of this employment, the

Employer shall pay to the estate of the Employee the compensation which would

otherwise be payable to the Employee up to the end of the month in which his

death occurs. In addition, the Employer shall pay $5,000 within sixty (60) days

after the death of the Employee to the widow of the Employee, or, if he is not

then survived by his widow, to the Employee's surviving children, in equal

shares, or, if there are no such surviving children, to the estate of the

Employee. Provided, however, the Employee may at any time and from time to time

change the designated beneficiary hereunder by a writing delivered to the

Employer and signed by the Employee.



          (b)  In the event the Employee is disabled because of accident or

sickness, his compensation, which would otherwise be payable, shall be paid

until the end of the month in which disability occurs. Thereafter, there shall

be no further obligation to pay the Employee under this Agreement.



     13.  EMPLOYMENT BY COMPETITORS:



          (a)  Notwithstanding anything in this Agreement to the contrary, if

during the initial term or thereafter, this Employment Agreement terminates or

if Employee's employment terminates under this Agreement, with or without cause,

voluntarily or



                                       5.

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involuntarily, by either party Employee agrees that for a period of two (2)

years after the termination of employment he shall not, within a radius of

twenty (20) miles from the then principal office of the Employer or within a

radius of the then principal office of Essman, Davis, Songster Laboratory

Physicians, P.A., own, manage, operate, control, be employed by, act as an agent

for, participate in or be connected in any manner with the ownership,

management, operation or control of any business which is engaged in the

practice of medicine or any of its subspecialties which are or may be

competitive to the business of the Employer or the business of Essman, Davis,

Songster Laboratory Physicians, P.A.



          (b)  It is the intention of the parties that the Employer be given the

broadest protection allowed by law with regard to the restrictions herein

contained. In the event of a breach or a threatened breach by the Employee of

provisions in this paragraph, the Employer shall be entitled to an injunction

restraining the Employee from such breach or threatened breach. Nothing herein

shall be construed as prohibiting the Employer from pursuing any other remedies

available to it for such breach or threatened breach including the recovery of

damages from the Employee. This covenant on the part of the Employer and

Employee shall be construed as an agreement independent of any other provision

of this Agreement and the existence of any claim or cause of action by the

Employee against the Employer whether predicated upon this Agreement or

otherwise shall not constitute a defense to the enforcement by the Employer of

this covenant. It is agreed by the Employer and the Employee that if any portion

of the covenant set forth in this paragraph 13 are held to be invalid,

unreasonable, arbitrary, or against public policy, then such portion of such

covenant shall be considered divisible both as to time and geographical area.

The Employer and the Employee agree that, if any court of competent jurisdiction

determines the specified time period or the specified geographical area

applicable to this paragraph 13 to be invalid, unreasonable, arbitrary or

against public policy, a lesser time period or geographical area which is

determined to be reasonable, nonarbitrary and not against public policy may be

enforced against the Employee. The Employer and Employee agree that the

foregoing covenants are appropriate and reasonable when considered in light of

the nature and extent of the business conducted by the Employer.



     14.  AGENCY:



          The Employee shall have no authority to enter into any contracts

binding upon the Employer, or to create any obligations on the part of the

Employer, except such as shall be specifically authorized by the Employer.



     15.  NOTICES:



          Any notice required or permitted to be given under this Agreement

shall be sufficient if in writing, and if sent by



                                       6.

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registered mail to his residence in the case of the Employee, or to the

principal office in the case of the Employer.



     16.  ARBITRATION:



          Any controversy or claim arising out of, or relating to this

Agreement, or the breach thereof, shall be settled by arbitration in the City

of St. Petersburg, Florida, in accordance with the Rules then obtaining by the

American Arbitration Association, and judgment upon the award rendered may be

entered in any court having jurisdiction thereof. This paragraph does not apply

to paragraph 13, EMPLOYMENT BY COMPETITORS.



     17.  BYLAWS, MISCELLANEOUS:



          (a)  This Agreement is made subject to and with reference to the

Bylaws of the Employer, which the Employee accepts as binding upon him and which

are adopted as part of the terms of this Agreement.



          (b)  To the extent legally and ethically possible, in the event the

Employee's name is now or hereafter used as part of the Employer's name, the

Employer may continue such use after the termination of employment of Employee.



     19.  ENTIRE AGREEMENT:



          This instrument contains the entire agreement of the parties. It may

not be changed orally but only by an agreement in writing signed by the party

against whom enforcement of any waiver, change, modification, extension or

discharge is sought. This Agreement replaces any prior employment agreement

between the parties.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of

the 1st day of October, 1985.



WITNESSES:



/s/ [ILLEGIBLE]                            /s/ Dennis M. Smith, Jr., M.D.

-----------------------------           ---------------------------------(SEAL)

                                        DENNIS M. SMITH, JR., M.D.



/s/ [ILLEGIBLE]                                    "EMPLOYEE"

-----------------------------



                                        ESSMAN LABORATORY PHYSICIANS,

                                          JACKSONVILLE, P.A.



/s/ [ILLEGIBLE]                         By:  /s/ [ILLEGIBLE]              (SEAL)

-----------------------------               ------------------------------

                                             President



/s/ [ILLEGIBLE]                                    "EMPLOYER"

-----------------------------



                                       7.

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                                 FIRST AMENDMENT



                                       TO



                              EMPLOYMENT AGREEMENT



     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into this

15th day of June, 1995, but is effective for all purposes as of October 1, 1994,

by and between ESSMAN, LABORATORY PHYSICIANS, JACKSONVILLE, P.A. a Florida

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