EMPLOYMENT AGREEMENT

THIS AGREEMENT , dated effective as of January 1, 2000, is by and between Meridian Occupational Healthcare Associates, Inc., a Delaware business corporation (“Employer”), and E. Stuart Clark (“Employee”).

(a)   Annual Salary . Employee shall receive a salary of One Hundred Twelve Thousand ($112,000) per year (“Annual Salary”), payable in regular installments at such time and in such manner as other executive employees of Employer, but no more frequently than bi-weekly. The Annual Salary will be reviewed by Employer for potential upward adjustment at least once annually. Compensation adjustments will be based on the results of a performance appraisal due annually. Any determination to increase Employee’s Annual Salary shall be in the sole discretion of the Board, its Compensation Committee, or an authorized officer. Downward adjustment of Annual Salary may entitle Employee to terminate for Good Reason to the extent provided, and with the consequences described, in Section 6.

(b)   Bonuses . Employer may pay bonuses to Employee from time to time during the term of this Agreement. Not less than once each year,   the Board of Directors, its Compensation Committee or an authorized officer will review whether to pay Employee a bonus based upon his or her performance during the applicable year, as well as Employer’s financial performance and condition. Payment of any such bonuses shall be in the sole and absolute discretion of the Board of Directors, its Compensation Committee or an authorized officer; provided that it is intended that Employee shall participate in any bonus pool maintained by Employer for executive employees.

(c)   Commissions . No commissions will be paid to Employee with respect to any contracts entered into by Employer, any affiliate of Employer, or otherwise.

(b)   Vacation . Employee shall be entitled to receive paid time off for vacation and/or sick days in an annual amount not less than the greater of four weeks per year or the amount provided for Employee under Employer's PTO policy as of the effective date of this Agreement. Employee shall, in his or her reasonable discretion with the reasonable approval of the Board, its Compensation Committee, or an authorized officer, and subject to the general policies and practices of Employer, determine the time and intervals of such vacation. Notwithstanding the first sentence of this paragraph, any paid vacation that has been accrued but not used as of December 31 of any year shall be deducted from the maximum amount that may accrue during the following year, so that at no time will any Employee have accrued more than the maximum amount set forth in the first sentence of this paragraph, unless such continued accrual is approved by the Board, its Compensation Committee, or an authorized officer.

(c)   Reimbursement for Reasonable Business Expenses . Employer shall, within its general policies and practices (including without limitation the requirement of reasonable documentation), reimburse Employee for reasonable business expenses incurred by him or her in connection with the performance of her duties pursuant to this Agreement, including, but not limited to, travel expenses and other reasonable business expenses.

(a)   Death . If Employee shall die during the Term, this Agreement shall terminate, except that Employee’s legal representatives shall be entitled to receive the Annual Salary and any accrued but unused vacation pay to the last day of the month in which Employee’s death occurs.

(b)   Disability . If Employee shall suffer permanent or long term disability during the Term, this Agreement shall terminate, except that Employee shall be entitled to receive the Annual Salary and any accrued but unused vacation pay to the earlier of (a) the last day of the month in which Employee first becomes eligible for reimbursement under any long term disability insurance policy then maintained by the Employer for the benefit of Employee (the "Insurance Policy"), or (b) 180 days following the occurrence of such permanent or long term disability. Permanent or long term disability shall be defined in the same manner as under the Insurance Policy, if any, or, if no Insurance Policy exists, shall mean such disability as shall prevent Employee from performing his or her duties hereunder for a period in excess of 90 days.

(c)   Other Early Termination . Notwithstanding any other provision herein to the contrary, Employer may terminate Employee’s employment hereunder with cause or without cause by written notice to Employee at any time specifying the date of termination. If Employer terminates Employee without cause or if Employee terminates his or her employment hereunder with Good Reason as defined below, Employe