TERMINATION, SETTLEMENT AND RELEASE AGREEMENT

                                                                    Exhibit 99.3

                  TERMINATION, SETTLEMENT AND RELEASE AGREEMENT

         This Termination, Settlement and Release Agreement (the "Termination

Agreement") is made this 31st day of October, 2004 ("Effective Date"), by and

between PharmaFrontiers Corp., a Texas corporation (the "Company" or "Pharma"),

and R. Wayne Fritzsche ("Fritzsche").

                                 R E C I T A L S

         WHEREAS, Fritzsche is engaged as the Vice President of Corporate

Development under that certain Employment Agreement between Fritzsche and the

Company (the "Employment Agreement");

         WHEREAS, Fritzsche is a member of the Scientific Advisory Board of the

Company;

         WHEREAS, the Company and Fritzsche desire to terminate the Employment

Agreement and, in connection with such termination, as of the Effective Date,

Fritzsche agrees to settle any claims that he may have with the Company and

release the Company and Pharma from any liability he may claim;

         WHEREAS, the Company has agreed to repurchase from Fritzsche certain of

shares of Company Securities (as defined below), as provided in this Termination

Agreement, in full and complete satisfaction of any compensation which Fritzsche

may be entitled to as contemplated by the Employment Agreement or any other

verbal agreement with the Company;

         WHEREAS, upon the Effective Date, Fritzsche agrees to resign from his

positions as Vice President of Corporate Development and member of the

Scientific Advisory Board of the Company;

         NOW, THEREFORE, in consideration of the execution, delivery and

performance of this Termination Agreement, and for other good and valuable

consideration, the parties hereto intending to be legally bound, mutually agree

as follows:

         1. CAPITALIZED TERMS. Unless otherwise defined herein, capitalized

terms shall have the meanings set forth in the Employment Agreement which was

signed by Fritzsche on April 28, 2004.

         2. CONTINUED OBLIGATIONS, TERMINATION, RESIGNATION AND PAYMENT.

                  (A) TERMINATION OF EMPLOYMENT AGREEMENT. As of the Effective

         Date, the parties hereby terminate the Employment Agreement and the

         Company hereby releases Fritzsche from any and all further obligations

         arising under the Employment Agreement; provided, however, that

         Fritzsche shall continue to be bound by the Confidential and

         Proprietary Information, Inventions and Other Intellectual Property

         provisions and any other provision that by its terms survive the

         expiration of the Employment Agreement, except the

         Noncompetition/No-Hire provision.

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                  (B) RESIGNATION. Fritzsche hereby resigns his position as Vice

         President of Corporate Development and member of the Scientific

         Advisory of the Company effective as of the Effective Date.

                  (C) PAYMENT BY THE COMPANY. The Company agrees to repurchase

         from Fritzsche 400,000 of Fritzsche's options to purchase Company

         common stock ("Company Securities") for $37,500 upon the closing of the

         sale of securities resulting in gross proceeds of at least $5 million

         in one or a series of equity or debt financings by the Company

         commencing after July 1, 2004 ("Financings"), which Financings include

         the Company's exchangeable, convertible, subordinated notes. Fritzsche

         agrees that the Company Securities owned by Fritzsche are free and

         clear of any liens, pledges, restrictions or security interests.

                  3. WAIVER AND RELEASE.

                  (A) WAIVER AND RELEASE BY FRITZSCHE. Fritzsche hereby waives

         any and all claims, charges, complaints, liabilities, obligations,

         promises, agreements, contracts, damages, actions, causes of action,

         suits, accrued benefits or other liabilities of any kind or character,

         whether known or hereafter discovered (the "Claims"), arising in

         connection with or otherwise relating to the Employment Agreement, his

         relationship with the Company and his termination therefrom or his

         resignation as Vice President of Business Development and member of the

         Scientific Advisory Board of the Company, that he has or may have

         against the Company, and its officers, directors, shareholders, agents

         and employees and its successors and assigns, and all other persons,

         firms, partnerships, or corporations in control of, under the direction

         of, or in any way presently or formerly associated with the Company

         (the "Released Parties") of any kind whatsoever, including, but not

         limited to, allegations of wrongful termination, breach of contract

         (other than in connection with this Termination Agreement), intentional

         infliction of emotional distress, negligent infliction of emotional

         distress, defamation, invasion of privacy, any action in tort or

          contract (including any action under the Company's charter documents),

         any claims arising under and/or for any alleged violation of any

         federal, state, or local law (including, but not limited to, Title VII

         of the Civil Rights Act of 1964, as amended, 42 U.S.C. ss. 2000e et

         seq., the Civil Rights Act of 1866, 42 U.S.C. ss. 1981 et seq., the

         Equal Pay Act, 29 U.S.C. ss. 206; the Employee Retirement Income

         Security Act of 1974, as amended ("ERISA") 29 U.S.C. ss. 1001 et seq.

         (non-vested rights), the Americans with Disabilities Act, 42 U.S.C. ss.

         12101 et seq., the Age Discrimination Employment Act of 1967, as

         amended ("ADEA"), 29 U.S.C. ss. 621 et seq., the Fair Labor Standards

         Act, as amended, 29 U.S.C. ss. 201 et seq., the National