EMPLOYMENT AGREEMENT

THIS IS AN EMPLOYMENT AGREEMENT made and entered into as of the 30th day of March 1997 , by and between JEFFREY C. ALLARD, M.D., P.A., a Florida professional service corporation (the "Employer"), and ___________, M.D. (the "Physician-Employee")

ARTICLE I

EMPLOYMENT

The Employer hereby employs the Physician-Employee as a physician in the practice of DIAGNOSTIC RADIOLOGY and the Physician-Employee hereby accepts such employment upon the terms and conditions specified in this Employment Agreement (the "Agreement") . The Physician-Employee represents and warrants that she is or will be prior to the Commencement Date:

(a)licensed to practice medicine in the State of Florida, and

(b)board certified in RADIOLOGY.

ARTICLE II

TERM

The term of this Agreement shall be for a period of one (1) years (the "Initial Term") commencing on or about 8/17/98 or such later date when Physician-Employee obtains medical staff privileges in at least at one hospital (Mariners or Fishermen's Hospital) serviced by Employer (the "Commencement Date"), subject, however, to prior termination as herein provided. If the Commencement Date has not occurred by 9/20/98, the Employer may terminate this Agreement. Following the Initial Term, the term of this Agreement shall be automatically extended for a two (2) year period (the "Second Term") on the terms, provisions and conditions set forth herein, unless either of the parties notifies the other in writing, within ninety (90) days prior to the end of the Initial Term, of his or its, as the case may be, desire not to extend this Agreement for an additional two (2) year term. Following the Second Term, the term of this Agreement shall be continuously renewed for additional three (3) year periods (the " Additional Terms") on the terms, provisions and conditions set forth herein, unless either of the parties notifies the other in writing, within one hundred twenty (120) days prior to the end of Second Term, of her or its, as the case may be, desire not to extend this Agreement for an additional three (3) year term. After the Initial Term, Employer may choose not to renew only for those reasons enumerated in Article VII.

ARTICLE III

DUTIES AND SERVICES

3.1 The Physician-Employee agrees to devote sufficient time, skill, energy, and attention to the practice of RADIOLOGY for the Employer so as to perform all of his duties and responsibilities hereunder in a diligent and competent manner. Any income earned which is attributable to the Physician-Employee's medical activities shall be income of the Employer. The Physician-Employee shall not, without the express prior written consent of the Employer, directly or indirectly render services of a professional nature to or for any person or firm, whether or not for compensation.

3.2 The Physician-Employee shall perform such duties as may be assigned to him as are customarily performed by one holding such position in the same business as the Employer, subject to the instruction, direction, and control of the Employer.

3.3 Once employment commences, the Physician-Employee shall perform his duties at such locations, in such amounts of time and on such days as the Employer shall determine. Accordingly, the Physician-Employee agrees to obtain and maintain hospital staff privileges at hospitals as is necessary in connection with his provision of services hereunder.

3.4 The Physician-Employee agrees to observe and comply with the rules and regulations of the Employer as adopted by the Employer either orally or in writing, respecting the performance of the Physician-Employee's duties, and to carry out and to perform orders, directions and policies announced to him by the Employer from time to time, either orally or in writing. The Physician-Employee specifically understands that the Employer shall have final authority over the acceptance or refusal of any person for whom professional services may be rendered, over the assignment of the Physician-Employee to patients, and over the amount of fees to be charged to such persons.

3.5 The Physician-Employee shall keep and maintain (or cause to be kept and maintained) appropriate records, as determined solely by the Employer, relating to all professional services rendered by him under this Agreement and shall prepare and attend to, in connection with such services, all reports, claims, and correspondence necessary or appropriate in the circumstances, as determined solely by the Employer, all of which records, reports, claims, and correspondence shall belong to the Employer. The Physician-Employee shall assign his signature, if necessary, to expedite billing and to expedite communication to referring physicians.

3.6 The Physician-Employee agrees that he will not enter into any transaction which obligates the Employer to pay for goods and services without the Employer's written consent. Any such obligation without the Employer's consent shall be the sole obligation and expense of the Physician-Employee.

3.7 The Physician-Employee shall not be on-call for greater than 50% of the total year, and such on-call times shall whenever possible be identical to her husband, who provides similar services to Key West Radiology Associates, unless on mutually agreeable terms.

ARTICLE IV

INSURANCE

4.1 The Employer agrees to provide the Physician-Employee with professional malpractice insurance in amounts equal to that carried by Employer's other physicians, but in no event less than $one million per occurrence and $three million per period.

4.2 Physician-Employee agrees to allow locum tenems to be covered under this policy, if necessary.

4.4 Upon the termination of the Physician-Employee's employment hereunder, the Physician-Employee shall purchase and pay for malpractice insurance coverage in amounts acceptable to the Employer which covers the Physician-Employee and the Employer for claims made following such termination of employment but which relate to services rendered by the Physician-Employee while an employee of the Employer ("Continuing Coverage"). Physician-Employee may maintain such Continuing Coverage through the procurement of subsequent policies or at least two additional years which provide for a retroactive date of coverage to the beginning date of employment by the Employer, the procurement of an extended reporting endorsement ("tail") applicable to the insurance coverage maintained during the term of Physician-Employee's employment by Employer; or such other method which shall be acceptable to the Employer. Within fifteen (15) days of such termination, the Physician-Employee shall submit proof to the Employer of having obtained such Continuing Coverage.

The Employer shall pay for 50% of the cost of tail insurance covering the Physician-Employee and the Employer for claims made following such termination with respect to periods of employment with the Employer, where Physician-Employee does not procure subsequent policies which provide the necessary retroactive coverage.

COMPENSATION

5.1 During the Initial Term, Physician-Employee shall receive compensation of $100,000 per annum. Physician-Employee shall be paid monthly, in arrears.

5.2 During the first year of the Second Term, Physician-Employee shall receive compensation of $120,000 per annum. Physician-Employee shall be paid monthly, in arrears..

5.3 During the second year of the Second Term, Physician-Employee shall receive compensation of $130,000 per annum. Physician-Employee shall be paid monthly, in arrears.

5.4 During the three years of the first Additional Term, compensation shall be 80% of the compensation of full partner.

5.5 During the years of the second and succeeding Additional Terms compensation shall be 100% of the compensation of full partner.

5.6 For the Initial Term, Second Term, and Additional Terms of this agreement, the Employer shall withhold, from each salary payment made to the Physician-Employee, Social Security and FICA taxes and the customary withholding taxes and other employment taxes and charges required with respect to compensation to an employee in general.

5.7 In the event of withdrawal of Partner-Employer from Florida Keys Radiology LLP, Employee may enter into any compensation arrangement desired and Employer agrees to assist in such endeavors. In consideration of this continued employment and practice in Monroe County, Employee agrees to make periodic payments to Manomednet Inc. of an amount equal to 20% of gross compensation for a period of 10 years.

EXPENSES/BENEFITS

6.1 The Physician-Employee agrees that he shall be solely responsible for and pay for his own business expenses, insurance, dues, and benefits except as provided for hereunder, unless the Employer agrees in writing, in advance, to pay for or to reimburse the Physician-Employee for such expenses. Employer shall pay for hospital dues and fees, professional licenses, DEA licenses, and NICA.

6.2 Employer shall provide Physician-Employee with health insurance that includes family coverage, if appropriate.

6.3 Employer shall reimburse the Physician-Employee for travel expenses, education expenses [in connection with continuing medical education and professional development courses and seminars, medical society dues, and medical journals, textbooks, and software], and other benefits which are incurred as a consequence of employment at the rate of $15,000 per annum or 15% of gross compensation as specified in section 5, providing that such expenditures have been incurred and can be substantiated in the case of an IRS audit. If an IRS audit results in disqualification of payments made under this section, Physician-Employee agrees to indemnify Employer.

6.5 Such payments as incurred under section 6.3 shall be in addition to physician compensation as specified in section 5.

6.6 Physician-Employee shall be entitled to participate in the Employer's Profit Sharing Plan when entitled to do so according to the terms and conditions of such Plan. The plans [profit sharing and money purchase plans] currently allow for 20% salary contributions up to a maximum of $30,000 per annum after a 2 year waiting period.

ARTICLE VI

EDUCATION, VACATION AND. SICK LEAVE

7.1 Physician-Employee is entitled to 40 days (8 weeks) of paid "off-time" for the purposes of vacation, sick time, personal leave, or educational conferences, at a time that is agreeable to Employer. Additional time off or time on will result in proportional decrease or increase in compensation. Physician-employee will be allowed sufficient time-off in the events of medical illness or pregnancy as is reasonable.

TERMINATION

8.1 The term of this Agreement may be terminated, at the election of the Employer, in any one of the following ways:

8.1.1 Upon written notice, if the Physician-Employee is found guilty of a criminal act which impairs the value of the Employer's practice;

8.1.2 Upon written notice, if the Physician-Employee is in any material respect in breach, default or violation of any provision of this Agreement and fails to cure such material breach, default or violation within ten (10) days after notice in writing by the Employer to do so (or within said ten (10) days to commence such cure and thereafter diligently to prosecute such cure to completion);

8.1.3 Upon written notice, if the Physician-Employee conducts herself in a manner that is unprofessional, unethical, immoral, or fraudulent, or engages in any actions harmful to the reputation of the Employer. Such determination shall not be unreasonably or arbitrarily made by the Employer;

8.1.4 Without notice, upon the suspension, revocation or cancellation of the Physician-Employee's right to practice medicine under the laws of the State of Florida; or the placing or imposing of any restrictions or limitations by any governmental authority having jurisdiction over the Physician-Employee, upon him so that he cannot engage in the professional services for which he was engaged; or upon the Physician-Employee's termination or suspension from Medicare; or upon expulsion, suspension, or discipline by the action of any professional organization or of any hospital serviced by the Employer;

8.1.5 Upon written notice, if the Physician-Employee is unable to perform medical services on behalf of the Employer under the terms of this Agreement for a consecutive period of thirty (30) days or for a period of forty (40) days out of any sixty (60) day period for any reason, except for scheduled time off;

8.1.6 Without notice, upon the failure of the Physician-Employee to obtain (within a reasonable time) and maintain hospital staff privileges at any hospital or facility where the Employer provides RADIOLOGY services;

8.1.7 Upon written notice, if the Employer determines that Physician-Employee's practice of RADIOLOGY is not of "community standards". Such determination shall not be unreasonably or arbitrarily made by the Employer;

8.1.8 Upon written notice, if the Employer determines that Physician-Employee fails to respond appropriately and promptly when "on call". Such determination shall not be unreasonably or arbitrarily made by the Employer; or

8.1.9 In the event that a contract for the provision of Radiological services between the Employer and either of the institutions presently known as Fishermen's Hospital and Mariners Hospital is terminated.

8.1.10 In the event that this agreement is determined by a court of law or arbitration panel to constitute a material breach of any other legally binding contract or law in existence at the time of signing.

8.2 The Employer may terminate this Agreement at any time before the first anniversary of the Commencement Date by giving the Physician-Employee ninety (90) days prior written notice of such termination. The Physician-Employee shall continue to provide services hereunder during such ninety (90) day period unless the Employer determines otherwise in its sole and absolute discretion. The Physician-Employee may terminate this Agreement at any time by giving the Employer ninety (90) days prior written notice of such termination.

8.3 Upon termination of this Agreement for any reason, the Physician-Employee or his estate shall be entitled to receive any amounts earned up to the date of termination, pursuant to the terms of Article V.

8.4 Upon involuntary withdrawal of Partner Employer from Florida Keys Radiology LLP this agreement shall convert to periodic payment agreement as provided for in section 5.7

DISCLOSURE OF INFORMATION AND CONFIDENTIALITY

9.1 Upon termination of this Agreement, the Physician-Employee shall not be entitled to keep original records or preserve records of the Employer as to any patient unless the patient shall specifically request a different disposition of his records, or copies thereof, and in no event shall the Physician-Employee be entitled to the records, or copies thereof, of patients not treated by him. If the Employer provides the Physician-Employee with original patient records pursuant to the terms hereof, the Physician-Employee shall retain all of such records and, upon the Employer's request, shall make such originals available to the Employer.

9.2 During or any time after termination of employment hereunder, the Physician-Employee shall not, without the prior written authorization of the Employer, disclose to or use for the benefit of any person, corporation, or other entity, or himself, any files, trade secrets or other confidential information concerning the business of the Employer, or the patients, employees, suppliers, independent contractors, methods, operations, plans, marketing, administration, financing, medical research, techniques, practices or services of the Employer. Trade secrets and confidential information shall mean information not generally known in the practice of medicine or RADIOLOGY that is disclosed to the Physician-Employee or known by him as a consequence of employment by the Employer, whether or not pursuant to this Agreement.

9.3 Strict confidentiality regarding the contents of this contract is in the best interests of Physician-Employee and Employer and therefore no disclosure of the contents is permissible except with one's spouse or attorney, who in turn shall maintain strict confidentiality. It is agreed and understood that because of ongoing litigation, the response to any questions regarding this contract or discussions leading thereto shall be non-responsive as a result of this agreement unless ordered so by a competent court of law. It is understood that this is necessary for the protection of Employer as well as Employee.

NON- COMPETITION AGREEMENT

10.1 The Physician-Employee agrees that if Physician-Employee resigns or is terminated at any time, regardless of the reason of termination, or if this Agreement expires without a successor agreement being executed by the parties, then for a period of two (2)years after the termination or expiration of this Agreement, the Physician-Employee:

(i) shall not solicit any of the Employer's patients nor shall Physician-Employee make known to any person or firm directly or indirectly, the names or addresses or other identifying information, of any such patients. For purpose of the preceding sentence, the Employer's patients shall mean any person who was a patient of the Employer at the time of Physician-Employee's termination or expiration of employment with the Employer or was such a patient within the 12 months immediately proceeding such termination or expiration.

(ii) shall not, directly or indirectly, engage in the business of providing DIAGNOSTIC RADIOLOGY services or any incidental or related services provided by the Employer at any time during the Term hereof, whether on a direct and/or consulting basis or engage in any business which is in competition with the Employer within an area Consisting of Monroe County, Florida from mile marker 105 to 35 ("Restricted Area"). In addition, Physician-Employee shall not, directly or indirectly, engage in the business of providing DIAGNOSTIC RADIOLOGY services or any incidental or related services provided by the Employer at any time during the Term hereof, whether on a direct and/or consulting basis or engage in any business which is in competition with the Employer at any hospital located in the Restricted Area. To directly or indirectly engage in any such business shall include engaging in business as an individual on her own account, or as an employee for any person, or as an officer, director or shareholder of a corporation or professional association, or as an independent contractor, consultant, agent, partner, or joint venturer.

(iii) shall not induce or attempt to induce any entity that has a managed care contract or any other business relationship with the Employer to terminate that relationship.

(iv) shall not induce or attempt to influence any employee of Employer or other entity involved in the provision of RADIOLOGIC SERVICES to terminate his/her relationship with the Employer or entity.

10.2 If it is determined by a court of competent jurisdiction that any portion of the covenants set forth in this Article X is unreasonable, arbitrary or against public policy, then such covenants shall be considered divisible both as to time, geographic area and hospital privileges affected. The parties agree that, if any court of competent jurisdiction determines that the specified time period, the specified geographic area, or the specified restrictions as to hospital privileges applicable to Article X to be unreasonable, arbitrary or against public policy, then a lesser time period or geographical area or fewer restrictions which are determined by a court of competent jurisdiction to be reasonable, non-arbitrary and not against public policy may be enforced against the Physician-Employee.

10.3 The Physician-Employee and the Employer each acknowledge that: (i) services Physician-Employee will render under this Agreement are special and unique and cannot be readily replaced by the Employer; (ii) the breach by the Physician-Employee of the provisions of Articles IX or X will cause the Employer irreparable harm; and, (iii) monetary damages in an action at law would not provide an adequate remedy in the event of a breach. Accordingly, the Physician-Employee agrees that the covenants contained in Articles IX and X of this Agreement are a reasonable necessary protection of the legitimate interest of the Employer and that, in addition to any other remedies (legal, equitable or otherwise) available to the Employer, the Employer may seek and obtain injunctive relief against the breach or threatened breach by Physician-Employee of the provisions of Articles IX and/or X as well as any other rights or remedies available at law and equity. The Employer shall be entitled to preliminary and permanent injunctive relief, without the necessity of posting a cash bond.

Nothing contained in this Section 10.3 shall be construed as prohibiting the Employer from pursuing all other remedies available (if available) to it for a breach or threatened breach of the provisions of Articles IX and/or X. The restrictions of Physician-Employee in Articles IX and/or X shall be deemed independent undertakings of Physician-Employee herein, for the enforcement thereof.

10.4 Should Physician-Employee breach this covenant, damages shall accrue in an amount of $2000 per day for the first year and $1000 per day for the second year, regardless of the reason and effect of such breach, unless a court of competent juridiction should rule otherwise.

10.5 This entire section shall be void whenever Sections 8.4 and 5.7 shall apply.

INDEMNIFICATION

The Physician-Employee agrees to indemnify and hold the Employer harmless from any and all liability, losses, claims, damages, costs, causes of action, judgments or settlements arising therefrom, including reasonable attorneys' fees and costs, at all levels of trial and appeal, caused or asserted to be caused, directly or indirectly, as a result of the performance of medical or DIAGNOSTIC RADIOLOGY services up to the amount of insurance coverage except as a result of fraud or gross negligence. The Employer agrees to indemnify and hold the Physician-Employee harmless from any and all liability, losses, claims, damages, costs, causes of action, judgments or settlements arising therefrom, including reasonable attorneys' fees and costs, at levels of trial and appeal, resulting from acts first occurring prior to the Commencement Date or from acts or omissions which are solely under Employer's control, including billing or other business matters, until such time as the Physician-Employee has voting privileges [at the conclusion of the second term].

NOTICE

All notices required to be given under the terms of this Agreement shall be in writing, shall be effective upon receipt, and shall be delivered to the addressee in person or mailed by certified mail, return receipt requested, or by overnight courier, as follows:

If to Employer;

Jeffrey Allard M.D.146 Sapodilla Drive,Islamorada, FL 33036

If to Physician-Employee:

___________ M.D.

CONSTRUCTION

13.1 If any provision shall be held invalid or unenforceable, the remainder of this Agreement shall remain in full effect.

13.2 Employer represents that the Agreement is fully transferable and assignable, as long as the terms are not disagreeable or prejudicial to Physician-Employee.

13.3 Except as stated in Article XI, if any litigation or arbitration arises from this Agreement, each party will be responsible for its own fees and costs.

13.4 This Agreement shall be governed by the laws of Florida insofar as applicable and venue for any actions under this agreement shall be Monroe County. If civil action ensues, the contract, which is confidential, shall be filed under seal.

13.5 This Agreement may be modified at any time in writing by agreement of all parties.

13.6 This Agreement contains the entire agreement between the parties hereto. Employer has made no material representations to Physician-Employee, other than those contained herein.

13.7 The provisions of this Agreement, including Articles IX, X, and XI shall survive the termination of the Physician-Employee's relationship with the Employer and the assignment of this Agreement by the Employer to any successor or assign.

PARTNERSHIP AND VOTING

14.1 Unless this Agreement is terminated pursuant to Article VII, Physician-Employee shall be eligible for partnership privileges after the third year of employment (the commencement of the First Additional Term.)

14.2 Partnership privileges include the right to equal vote to other partners with regard to all matters concerning the Employer and Partnerships with which Employer has voting rights.

14.3 There shall be no "buy-in" required for obtaining partnership status.

14.4 After six years (upon commencement of the Second Additional Term), Physician-Employee may request that the Employer be renamed accordingly as Allard and _____ M.D., P.A. At this time shares of the corporate entity, equivalent in number and priority to those controlled by the primary shareholder, shall be granted for nominal consideration to Dr. _______. Alternatively, Physician-Employee may negotiate a partnership agreement [at no additional buyin] with Employer and practice as a full partner in the business referenced herein as a solo P.A., rather than an employee, in lieu of relinquishing rights to employee benefits referenced in Article VI.

In witness whereof, the parties hereto have executed this Agreement on:

By______________________

Jeffrey Allard M.D., President

By______________________

___________ M.D.