EMPLOYMENT AGREEMENT

1.

Incorporation of Recitals; Prior Agreements .

1.1

Recitals . The above recitations are incorporated herein by this reference.

2.

Performance of Duties .

2.1

Duties . Executive shall perform such duties as are usually performed by the chief financial officer of a publicly-traded company similar in size and scope to the Company. Executive shall also perform such other reasonable additional duties as may be prescribed from time to time by the Company’s Board of Directors (the “ Board ”), and Chief Executive Officer, consistent with the expectation of the Company and the Company’s operations and taking into account Executive’s expertise and job responsibilities, including but not limited to adherence to internal compliance policies, regulatory agency rules and regulations and applicable Federal and State laws. Executive shall have the title of Chief Financial Officer and shall report directly to the Company’s Chief Executive Officer (or his designee) and indirectly to both the Company’s President and Chairman of the Audit Committee of the Company’s Board. Nothing herein shall prohibit or restrict the Company’s Board or Chief Executive Officer from changing the title and job responsibilities of Executive, in its or his discretion, as may be necessitated by the ongoing conduct of the Company’s Business. Executive shall carefully avoid all personal acts that might in any way, directly or indirectly, harm the reputation of the Company.

2.2

Devotion of Time . Executive agrees to actively and industriously devote his time and attention to the business affairs of the Company to the extent necessary to discharge the responsibilities assigned to him and to use his reasonable best efforts to perform faithfully and efficiently such responsibilities. During the term of this Agreement, Employee shall not render services to or be employed by a party other than the Company unless authorized to do so by the Company.

3.

Term of Employment . This Agreement shall be effective as of the execution hereof and shall continue for an indefinite period of time, subject to the provisions of Section 5 hereto, it being expressly understood and agreed to by the parties that the employment relationship between the Company and Executive shall be “at will.”

4.

Compensation .

4.1

Base Salary . In consideration of Executive’s employment, Company shall pay Executive an annual salary in the amount of Three Hundred Thousand Dollars ($300,000), which amount shall be payable in twenty-six (26) biweekly payments according to the Company’s regular payroll distribution schedule, subject to applicable withholding and other taxes. Executive is eligible to receive annual salary adjustments in conformity with the Company’s policies, and Executive’s first salary review shall be conducted on or before April 1, 2007. Should Executive receive payments from an insurer while employed by the Company under the provisions of any short term or long term disability plan provided by the Company for its employees, the Company’s obligation to pay the salary of Executive will be reduced by the amount of such payments.

4.2

Bonus . Executive shall be eligible for a bonus in accordance with the terms of the Company’s Corporate Incentive Plan (as such plan may be amended, modified or terminated by the Board from time to time) in an amount up to 50% of his annual base salary (the “ Eligible Bonus Percentage ”) beginning in 2007. For fiscal year 2006, Executive shall be eligible for a pro rata share of his Eligible Bonus Percentage, based on his hire date. Bonuses are not guaranteed.

4.3

Additional Consideration . Notwithstanding anything in this Agreement to the contrary, if at the time that Executive’s family permanently relocates from Atlanta to Baton Rouge (as evidenced by Executive’s spouse obtaining a Louisiana driver’s license), Executive’s spouse is not permitted to continue his current (as of the date of this Agreement) employment remotely, the Company shall increase Executive’s base salary to a minimum of $350,000 (payable on the biweekly payroll schedule described in Section 4.1, above) in order to offset the loss of Executive’s spouse’s salary.

4.4

Incentive Compensation .

4.4.1

Grant of Restricted Stock (Unvested Shares) upon Hire . As soon as practicable after the execution date of this Agreement, Executive and the

Company shall enter into a restricted stock (unvested share) agreement pursuant to the terms of the Company’s 1998 Stock Option Plan (which governs the terms of all equity-based incentive compensation awarded to Company employees). The restricted stock agreement shall provide that Executive be granted 10,000 shares of restricted stock. The shares of restricted stock shall vest according to the following schedule: 3,333 shares shall vest on the day before the fourth anniversary of the execution date of this Agreement; 3,333 shares shall vest on the day before the fifth anniversary of the execution date of this Agreement; and 3,333 shares shall vest on the day before the sixth anniversary of the execution date of this Agreement.

4.4.2

Subsequent Grants of Restricted Stock (Unvested Shares) . As soon as practicable upon the second, third and fourth anniversaries of the execution date of this Agreement, respectively, Executive and the Company shall enter into a restricted stock (unvested share) agreement pursuant to which Executive shall be granted 5,000 shares of restricted stock. The shares of restricted stock shall vest according to the following schedule: 1,667 shares shall vest on the day before the fourth anniversary of the execution date of the restricted stock agreement; 1,667 shares shall vest on the day before the fifth anniversary of the execution date of the restricted stock agreement; and 1,667 shares shall vest on the day before the sixth anniversary of the execution date of the restricted stock agreement.

4.4.3

Adjustment of Restricted Stock (Unvested Share) Grants in the Event of a Stock Split . Should the Company engage in a stock split at any time between the execution date of this Agreement and the termination date of this Agreement, the number of shares of restricted stock that the Company is obligated to grant to Executive in accordance with Sections 4.4.1 and 4.4.2 above shall be adjusted to reflect the stock split in the same manner as shares of the Company’s common stock would be adjusted on the record date of the split. For example, if the Company’s Board of Directors approves a four-for-three stock split that has a record date subsequent to the date that Executive receives the restricted stock grant described in Section 4.4.1 above and before the second anniversary date of this Agreement, the number of shares of restricted stock granted to Executive upon the second, third and fourth anniversaries of the execution date of this Agreement would be adjusted to reflect the split such that 6,668 shares of restricted stock (rounding up to the next whole share) would be granted on the second, third and fourth anniversaries of the execution date of this Agreement, in each case pursuant to a restricted stock (unvested share) agreement entered into between the Company and Executive. The restricted stock vesting schedule described in Section 4.4.2 would remain the same after any such adjustment.

4.4.4

Forfeiture; Accelerated Vesting . Each restricted stock agreement executed by Executive shall provide:

a.

If Executive is terminated by the Company for cause (as defined in Section 5.1.1, below) or if Executive voluntarily terminates his employment with the Company, he shall forfeit his right to all unvested shares of restricted stock in accordance with the forfeiture terms of the restricted stock agreement.

b.

If Executive is terminated by the Company without cause prior to the fifth anniversary of the execution date of this Agreement, all unvested shares out of his initial grant of 10,000 shares of restricted stock (as provided by Section 4.4.1 of this Agreement) shall vest at the alternate rate of 20% per year over the five-year vesting period (for example, if Executive is terminated by the Company without cause between the third and fourth anniversaries of the execution date of this Agreement, Executive shall become 60% vested in his restricted with the remaining 40% vesting ratably on the fourth and fifth anniversaries of the execution date of this Agreement).

c.

If Executive is terminated by the Company without cause following a Change in Control (as defined in Section 5.1.3(b) below), executive shall immediately become 100% vested in all shares of restricted stock previously issued to him.

4.5

Relocation Costs . The Company shall reimburse Executive (up to an amount mutually agreeable to Executive and the Company) for home/apartment rental charges on a monthly basis for a period of one year from the execution date of this Agreement. The Company shall also reimburse Executive for out-of-pocket expenses related to airfare for weekly trips between Baton Rouge, Louisiana and Atlanta, Georgia; provided, ho w ever , that all such travel arrangements must be made though a Company-approved travel agent. The Company shall also reimburse Executive (in an aggregate amount no greater than $50,000) for direct moving costs, inclusive of tax liability, incurred in connection with his relocation to the Baton Rouge, Louisiana metropolitan area. In the event of any tax liability incurred as a direct result of the reimbursements contemplated by this Section 4.5, the Company will assume the tax liability.

4.6

Professional Organization Membership Fees; Professional Certifications . The Company will reimburse Executive for all out-of-pocket membership fees/dues for professional organizations and annual maintenance fees for professional certifications.

5.

Termination of Employment . Executive’s employment may be terminated at any time in accordance with, and subject to, the following terms and conditions:

5.1

Termination by Company . The Company shall have the right to terminate Executive’s employment, with or without cause, upon notice to Executive, at any time and subject to the sole discretion of the Company.

5.1.1

Termination of Employment for Cause . The Company may terminate Executive’s employment if such termination is for “cause,” which shall specifically include, but shall not be limited to the following occurrences:

a.

A material default or breach by Executive of any of the provisions of this Agreement which breach is detrimental to the Company or the Business;

b.

Actions by Executive constituting fraud, abuse, criminal activity (other than motor vehicle infractions) or embezzlement;

c.

Intentionally furnishing materially false, misleading, or ommissive information to the Company’s Chief Executive Officer, Chief Operating Officer and President or to the Board or any committee thereof (specifically including the Company’s Audit Committee and/or Compliance Committee);

d.

Actions constituting a breach of the confidentiality of the Business and/or trade secrets of the Company;

e.

Violation of the restrictive covenants contained in this Agreement;

f.

Willful failure to follow reasonable and lawful directives of the Company’s Chief Executive Officer, Chief Operating Officer and President or the Board, which are consistent with Executive’s job responsibilities and performance as defined by the Board or Chief Executive Officer in its or his discretion;

g.

Death of executive, in which case employment shall automatically terminate as of date of death;

h.

Disability of Executive; Executive shall be considered “disabled” if (i) due to physical or mental illness or injury, Executive shall have been absent from his duties hereunder on a full-time basis for at least twelve (12) consecutive weeks or absent from his duties hereunder on a part-time basis for periods aggregating twelve (12) weeks in any twelve (12) month period and (ii) Executive is determined by a physician designated by the Company to be incapacitated or disabled and a physician designated by Executive

concurs in such determination. In the event the two physicians are in disagreement regarding Executive’s condition, they shall seek a third physician designated by both physicians whose determination shall be binding for the purposes of this Agreement. Executive hereby agrees to submit to medical examinations as necessary to make such determinations.

5.1.2

Effect of Termination of Employment for Cause . In the event that the Company terminates the employment of Executive for cause, Executive shall cease to be an employee of Company and shall cease to have any power or authority of his position as of the effective date of the termination. In such event, Executive shall forfeit any unearned salary or other compensation, and the Company shall be relieved of any further obligation under this Agreement. Further, Executive shall forfeit and shall not be entitled to any bonus compensation, the payment date of which would occur after the date of termination for cause. In such event, Executive shall also not be entitled to receive Severance Compensation (as defined in Section 5.3, below). Notwithstanding the foregoing, in the event that Executive is terminated for cause, Executive shall nonetheless remain bound by the provisions of Sections 7 and 8 hereof and shall continue to abide by its restrictions for the duration provided therein.

5.1.3

Effect of Termination of Employment Without Cause or upon a Change In Control .

a.

In the event that the Company terminates the employment of Executive without cause or if Executive’s employment is terminated by the Company or by the acquiring surviving entity upon a Change of Control (as defined below), Executive shall cease to be an employee of Company and shall cease to have any power or authority of his position as of the effective date of the termination. In such event, the Company will discontinue compensation payments (as provided in Section 4 herein) to Executive and shall be relieved of further obligation to Executive under this Agreement, except for the obligation to provide Severance Compensation to Executive pursuant to Section 5.3 below. Executive shall at all times remain bound by the provisions of Sections 7 and 8 hereof and shall continue to abide by its restrictions for the duration provided therein.

b.

For purposes of this Agreement, a “Change in Control” is 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 more than fifty percent (50%) 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; provided however, purchase by underwriters in a firm commitment public offering of the Company’s securities or any securities purchased for investment only by professional investors shall not constitute a Change of Control.

c.

In the event that Executive’s employment is terminated by the acquiring surviving entity upon a Change of Control, all unvested equity-based compensation (for example, stock options, restricted stock, stock appreciation rights, etc.) previously awarded to Executive under the terms of any employee stock incentive plan adopted by the Company shall immediately vest and shall automatically become exercisable or transferable, as the case may be.

5.2.

Termination of Employment by Executive . Executive may terminate his employment with the Company upon ninety (90) days written notice to the Company. Such notice shall set forth in sufficient detail the reasons underlying said termination. In such event, Executive shall cease to be an employee of Company and shall cease to have any power or authority of his position as of the effective date of termination ( i.e. , ninety (90) days following submission of notice) or such earlier time as the Company may elect in its sole discretion; at which time the Company shall be relieved of further obligation to Executive, including the payment of further compensation as outlined in Section 4 herein. In the event that Executive terminates his employment with the Company, the Company may but shall have no obligation to issue Severance Compensation to Executive pursuant to Section 5.3 below. Notwithstanding the foregoing, Executive agrees to remain bound by the provisions of Sections 7 and 8 hereof upon voluntary termination of his employment, and shall continue to abide by its restrictions for the duration provided therein.

5.3

Severance Compensation . In the event that the Company is obligated to (pursuant to Section 5.1 above) or agrees to (pursuant to Section 5.2 above) provide Executive Severance Compensation, Executive hereby agrees that any such agreement or obligation on the part of Company shall be conditioned upon and subject to Executive’s execution of a Severance Agreement addendum to this Agreement (hereinafter referred to as “ Severance Agreement ”), which shall contain all terms and conditions governing Executive’s ongoing entitlement to receipt thereof, specifically including but not limited to any restrictive covenants contained therein. In such circumstances, Executive shall be entitled to Severance Compensation in an amount equal to (i) Executive’s current monthly salary times (ii) the number of full months that Executive has been employed by the Company, up to a maximum of twelve (12) months, (hereinafter referred to as “ Severance Compensation ”), payable in one lump sum no later than 10 business days after the

execution date of the Severance Agreement. Should, for any reason, Executive refuse or fail to timely execute the Severance Agreement as presented by the Company, Executive shall be deemed to have foregone the entirety of Severance Compensation otherwise due or offered to his, and Executive shall not be entitled to any further compensation from Company.

6.

Representations by Executive . Executive hereby represents to the Company that he is physically and mentally capable of performing his duties hereunder and he has no knowledge of present or past physical or mental conditions that would cause his not to be able to perform his duties hereunder. Executive further represents to the Company that he has never been convicted of any criminal offense (other than minor vehicle infractions) or found (either through adjudication or settlement) civilly liable for any violation of any federal or state health care fraud or abuse law. Executive further represents to the Company that he has not been sanctioned, excluded, debarred, suspended, or otherwise prohibited from participation in a federal health care program pursuant to the provisions of 42 U.S.C. Section 1320a et seq . Executive further represents that he is not bound by any agreement that prevents his entering into this Agreement or restricts or limits his abilities to perform his duties hereunder.

7.

Confidentiality and Non-Disclosure of Information .

7.1

Confidentiality . Executive shall not, during his employment with the Company or at any time thereafter, divulge, disclose, communicate, furnish, distribute, or make available or accessible to anyone, without the Company’s prior written consent, any knowledge or information with respect to any confidential or secret aspect or trade secret of the Company or its Business which, if disclosed, may reasonably be expected to have a material adverse effect on the Company or its Business (the “ Confidential Information ”).

7.2

Ownership of Information . Executive recognizes that any and all Confidential Information and copies or reproductions or portions thereof relating to the Company’s operations and activities made or received by Executive in the course of his employment are and shall be the exclusive property of the Company, and Executive holds and uses same as trustee and a fiduciary for the Company and, at all times, subject to the Company’s sole control; and Executive will deliver same to the Company at the t