EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of May 31, 2004

B E T W E E N:

MED-EMERG INTERNATIONAL INC., a corporation incorporated under the laws of Ontario

(the "Corporation")

and -

RAMESH ZACHARIAS, Mississauga, Ontario

(the "Employee")

CONTEXT OF THIS AGREEMENT

A.

The Corporation carries on the Business (as such capitalized term is hereinafter defined).

B.

The Corporation wishes to employ the Employee upon the terms and conditions as set out herein.

FOR VALUE RECEIVED, the sufficiency of which is acknowledged, the parties agree as follows:

PART 1
INTERPRETATION

1.1

Definitions.  In this Agreement, the following terms shall have the following meanings:

"Agreement" means this agreement and all schedules attached hereto and all amendments made hereto and thereto in writing by the parties.

Business means the business carried on by the Corporation from time to time, in the Jurisdiction, and which presently includes:

(a)

the coordination and contract staffing of emergency room and intensive care unit physicians and nurses for hospitals in Canada;

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(b)

the administration and management for the recruitment and staffing of various healthcare professionals across Canada;

(c)

IV infusion services for pharmaceutical companies in community based clinics across Canada; and

(d)

healthcare consulting services.  For greater certainty, healthcare  consulting services excludes Physician Coverage (as such capitalized term is defined in Subsection 2.4(a)).

"Business Day" means a day other than a Saturday, Sunday or statutory holiday in the Province of Ontario.

Jurisdiction means the country of Canada, and any other city, country or territory, or any part thereof, in which the Corporation is carrying on its Business.

"Person" includes individuals, corporations, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, trusts or other organizations, whether or not legal entities.

1.2

Entire Agreement. This Agreement together with the agreements and other documents to be delivered pursuant to this Agreement (or other agreements pertaining to employee benefits, including, without limitation, stock option and bonus plan agreements), constitute the entire agreement between the parties pertaining to the subject matter of this Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any document delivered pursuant to this Agreement.  No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

1.3

Sections and Headings.  The division of this Agreement into parts and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.  The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular article, section or other portion hereof and include any agreement or instrument supplemental or ancillary hereto.  Unless something in the subject matter or context is inconsistent therewith, references herein to parts and sections are to parts and sections of this Agreement.

1.4

Number & Gender.  Words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa.

1.5

Applicable Law.  This Agreement shall be construed and enforced in accordance with the laws of Ontario and the laws of Canada applicable therein.

1.6

Currency.  Unless otherwise specified, all references herein to currency shall be references to currency of Canada.

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1.7

Calculation of Time.  When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded.  If the last day of such period is a non Business Day, the period in question shall end on the next Business Day.

PART 2
APPOINTMENT AND DUTIES

2.1

Appointment.  The Corporation agrees to employ the Employee as its Chief Executive Officer and Chief Medical Officer upon the terms and conditions contained herein and the Employee accepts such appointment.

2.2

Term.  The employment of the Employee hereunder shall commence on the date hereof and shall continue for an initial term of three (3) years (the Initial Term) unless terminated in accordance with the provisions of this Agreement.  This Agreement shall be renewed for successive two (2) year terms (each a Renewal Term) unless the Corporation indicates in writing, more than ninety (90) days prior to the termination of this Initial term or any Renewal term, that it does not intend to renew this Agreement.  In the event that the Corporation provides a notice of non-renewal (the Notice), the Corporation shall comply with Section 12.3 hereof.

2.3

Duties and Reporting.  The Employee will report directly to the board of directors of the Corporation and shall carry out all duties and responsibilities which are from time to time assigned to him by the board of directors.

2.4

Acknowledgement - The parties acknowledge that:

(a)

the Employee will, from time to time, continue to work providing physician  services (the "Physician Coverage"). 

(b)

the Company will pay the Employee for the Physician Coverage in the same manner and on the same basis as the Company would pay any other third party physician providing said coverage.

(c)

the provision by the Employee of the Physician Coverage will not result in a breach by the Employee of his covenants in Sections 4.1 and Part 7 of this Agreement.

(d)

the foregoing is conditional upon the Physician Coverage not interfering with the Employee's performance of  his obligations pursuant to this Agreement.

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PART 3
REMUNERATION AND BENEFITS

3.1

Base Salary.  The Corporation shall pay the Employee a gross base salary of $350,000.00 per year (the "Base Salary"), payable every two (2) weeks.  Yearly increases shall be in the discretion of the compensation committee of the Corporation.

3.2

Benefits.  The Employee shall be entitled to participate in all of the Corporation's benefit plans generally available to its senior level employees from time to time.  

3.3

Vacation.  The Employee shall be entitled to six (6) weeks paid vacation each year to be taken at a time or times acceptable to the board of directors of the Corporation having regard to the business requirements of the Corporation.

3.4

Withholding.  All taxable amounts set forth in this Agreement are subject to applicable withholding or source deductions.

3.5

Expenses.  

(a)

All expenses reasonably incurred by the Employee shall be reimbursed, together with any applicable sales and goods and services taxes, by the Corporation within ten (10) Business Days after presentation by the Employee of proper invoices and receipts in keeping with the policies of the Corporation as established from time to time.  

(b)

(i)

The Employee shall receive a mileage allowance of $0.41 per kilometre (the Automobile Allowance).  The Automobile Allowance shall be the only compensation which the Employee is entitled to receive for the purchase or lease, use, maintenance, insurance coverage, repair, fuel, oil or other expenses of an automobile used by the Employee to perform his duties and responsibilities under this Agreement.

(ii)

The Employee shall ensure that he has the legal authority to operate the automobile in the Employees own name, and shall be solely responsible for any and all maintenance, insurance coverage, repair, fuel, oil or other expenses for the automobile.

(iii)

The amount of the Automobile Allowance may be increased by the mutual agreement of the parties from time to time, which agreement may only be made by the attachment of an addendum to this agreement to that effect.

(c)

All fees or dues paid or payable by the Employee for his membership in the CMPA, CPSO or OMA.

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PART 4
EMPLOYEE'S COVENANTS

4.1

Service.  The Employee shall devote the whole of his time, attention and ability to the business of the Corporation and shall well and faithfully serve the Corporation and shall use his best efforts to promote the interests of the Corporation. The Employee appreciates that the Employee's duties may involve significant travel from the Employee's place of employment, and the Employee agrees to travel as reasonably required in order to fulfill the Employee's duties. The Employee may sit on boards of other health care and information technology firms unless there is a reasonable basis upon which the Corporation may deny him the right to do so.       

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