Sample Business Contracts


Executive Employment Agreement - Medix Resources Inc. and Patricia A. Minicucci

Employment Forms

  • Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
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  • Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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                         EXECUTIVE EMPLOYMENT AGREEMENT


     EXECUTIVE  EMPLOYMENT  AGREEMENT,  dated  as  of  February  15,  2002  (the
"Agreement") by and between Medix Resources,  Inc., a Colorado  corporation with
its principal offices located at Suite 1830, 420 Lexington Avenue, New York, New
York, ("the Company") and Patricia A. Minicucci (the "Executive").

     WHEREAS, the Executive is currently serving as the Executive Vice President
and  Operations  Officer  and the  Company  desires to induce the  Executive  to
continue to serve in such capacity effective February 15, 2002 and the Executive
is willing to continue to serve in such  capacity,  on the terms and  conditions
herein set forth;

     NOW THEREFORE,  in consideration of the mutual covenants herein  contained,
the parties hereto, each intending to be legally bound hereby, agree as follows:

     1. Employment.  The Company agrees to continue to employ the Executive, and
the  Executive  agrees to serve the  Company as its  Executive  Vice  President,
Operations upon the terms and conditions set forth herein.  The Executive hereby
represents  and warrants that she has legal capacity to execute and perform this
Agreement,  that it is a valid and  binding  Agreement  enforceable  against him
according to its terms,  and that its  execution and  performance  by him do not
violate  the  terms of any  existing  agreement  or  understanding  to which the
Executive is a party.

     2. Position and Responsibilities.  During the Term, the Executive agrees to
serve as Executive Vice  President,  Operations,  reporting to the President and
CEO. The Executive shall be responsible for operations  executive leadership and
management  and shall  have  full  authority  and  responsibility  with  respect
thereto,  including the matters set forth in the Job Description attached hereto
as  Exhibit  A,  subject  to  the  supervision,  restrictions,  limitations  and
guidelines  set forth by the  President  and CEO and the Board of  Directors  in
resolutions adopted in the minutes of the Board of Directors meetings, copies of
which shall be provided to the Executive.

     3. Term of Employment.  The term of the Executive's  employment  under this
Agreement shall commence on February 15, 2002 ("Effective Date") and, subject to
earlier termination provisions pursuant to Section 7, shall continue for one (1)
year from the Effective Date. This Agreement shall  automatically  renew for one
or more  additional  one (1) year  periods  unless the Company or the  Executive
delivers to the other party,  a written  notice of  intention  not to renew in a
form and  manner  prescribed  herein,  at least  ninety  (90) days  prior to the
expiration of this Agreement.  It is acknowledged and agreed by the parties that
failure to renew the Executive's contract shall not be deemed to be "Termination
Without Cause" hereunder.  The "Term" as used herein shall mean the term of this
Agreement and any renewal term thereof.

     4. Duties.  During the Term,  except for illness,  incapacity or reasonable
vacation  periods  of no more than 4 weeks in any  calendar  year (or such other
periods  as shall be  consistent  with the  Company's  policies  for  other  key
executives), the Executive shall devote her full attention, best efforts and all
of her business  time and skill  exclusively  to the business and affairs of the
Company,  and its affiliated  Companies and shall perform and discharge well and
faithfully  the duties which may be assigned to him from time to time, and which
are  consistent  with her position and status,  as such business and affairs now
exist and as they may be hereinafter changed. With approval of the President and
CEO of the  Company,  however,  the  Executive  may  serve,  on other  boards of
directors   of,  or  hold  any  other  offices  or  positions  in  companies  or
organizations which, in such Board's judgment,  will not present any conflict of
interest with the Company or any of its subsidiaries or affiliates or divisions,
or materially  affect the  performance  of Executive's  duties  pursuant to this
Agreement;  and further  provided  that the outside  business is not a "Business
Opportunity" of the Company,  as defined herein.  A Business  Opportunity of the
Company shall be a product, service,  investment,  venture or other opportunity,
which is either:

     (a)  Directly  related to or within the scope of the  existing  business of
          the Company; or

     (b)  Within the logical scope of the business of the Company, as such scope
          may  be  expanded  or  altered  from  time-to-time  by  the  Board  of
          Directors.

The terms  "affiliate" or  "affiliated  Company" as used herein mean any company
directly or indirectly  controlling,  controlled by or under common control with
the other company. A presumption of control shall exist for any person owning or
controlling 10% or more of the outstanding  voting securities of a company,  and
any officer, director or general partner of a company.

     5. Compensation.

     (a) Base Salary. The Company shall pay to the Executive as compensation for
her  services,  the base salary of $245,000 per annum ("Base  Salary") as of the
Effective  Date of the  Agreement.  The Base  Salary may be  increased,  but not
decreased,  from  time-to-time  by the  Company.  Base  Salary  shall be payable
bi-weekly in accordance with the Company's normal payroll procedures.

     (b) Bonus Plan.  In addition to the Base Salary,  Executive may be eligible
to earn a performance-based  bonus in a bonus plan set forth and attached hereto
as Exhibit B, the terms and  provisions  of which  have been  authorized  by the
President and CEO and the Board of Directors. Executive shall not be entitled to
receive the Bonus for any  calendar  year if she resigns  from the Company or is
terminated by the Company for cause at any time during such calendar  year.  The
Company will  endeavor to pay all eligible  bonus  amounts after the fiscal year
close but before the end of calendar first quarter.

     (c) Option Award. As determined by the Board of Directors and the President
& CEO,  Executive  is eligible to receive  grants of options to purchase  common
stock of the  Company  under the  Company's  1999 Stock  Option  Plan.  In 2002,
Executive  will  receive a grant of options to purchase up to 125,000  shares of
the common stock of the Company under the  Company's  1999 Stock Option Plan, at
an  exercise  price of $.70  subject  to the terms and  conditions  of the Stock
Option  Plan.  Such  options are intended to be  classified  as incentive  stock
options for tax purposes, and shall vest and expire and be subject to such other
terms as provided on Exhibit C attached  hereto.  The terms of the stock  option
grant are set forth in a Stock  Option  Agreement  in the form used  pursuant to
such Plan and attached to this Agreement.

     (d) Medical  Coverage and Other  Employee  Benefits.  Except as modified by
this  Agreement,  the Executive  will be eligible to  participate in such of the
Company's  employee  benefits  programs  as are  generally  available  to senior
executives of the Company,  now or hereafter  established  and maintained by the
Company,  to the extent  permissible  under the general terms and  provisions of
such plans or programs, and in accordance with the provisions thereof, including
health  insurance with limited Company  payments,  long-term  disability  plans,
limited sick time accrual plans,  401(k) Plan participation  when eligible,  and
term life  insurance at Executive's  expense,  on the same basis as other senior
executives of the Company.  Where applicable,  the Executive shall be designated
as a "key" employee.

     (e) Vacation Time.  The Executive  shall be entitled to four (4) weeks paid
vacation per calendar  year.  Such vacation may not be taken in any greater than
two (2) consecutive week  increments.  Vacation not used by the Executive during
the calendar  year shall be  forfeited.  Compensation  for unused  vacation time
shall be paid to the Executive on the Date of Termination, as defined herein.

     6.  Business  Expense  Reimbursement.   The  Company  shall  reimburse  the
Executive for all reasonable and necessary expenses incurred by the Executive in
connection with the  performance of her duties under this  Agreement,  including
entertainment, travel and lodging costs, subject to the Executive's presentation
of an appropriate  itemized  accounting of such expenses on a monthly basis,  in
such form as is required by the Company's accounting policies.

     7. Effect of Termination of Employment.

     (a) Without Cause  Termination by the Company.  After the completion of the
initial year of employment  hereunder,  the Company may terminate the employment
of the Executive without cause upon sixty (60) days written notice. In the event
that the Executive's  employment  terminates due to a Without Cause Termination,
earned  but  unpaid  Base  Salary  and Bonus as of the Date of  Termination  (as
defined in Section  15(b) the  "Accrued  Obligations"  shall be payable in full.
Subject to: (1) the Executive's continuing compliance with her obligations under
the  provisions  of  Section  9 below;  and (2) the  Executive's  execution  and
delivery  to the  Company  of a  Separation  Agreement  which  shall  include an
irrevocable  general release of all claims, in a form acceptable to the Company,
the Company shall additionally:

          (i)  continue to pay the Executive's Base Salary,  as in effect at the
               Date of Termination, for a period of six (6) months following the
               Date of Termination, and

          (ii) pay to the  Executive  a  pro-rata  share of any  eligible  bonus
               amounts in the event of a termination during the calendar year in
               which the bonus is earned.

With respect to the payments  provided for in this Section  7(a),  the Executive
shall be entitled,  to the extent permitted by law, as determined by the Company
in good faith, to participate in any compensation deferral plans or arrangements
then provided by the Company to senior executives.

     (b)  Disability.  In the event of the Executive's  Disability,  the Company
may, by giving a Notice of Disability as provided in Section  15(b),  remove the
Executive  from active  employment and in that event shall provide the Executive
for six (6) months with the same  payments  and  benefits  as those  provided in
Section  7(a),  except  Base  Salary  payments  shall be offset  by any  amounts
otherwise  payable  to the  Executive  under the  Company's  disability  program
generally available to other employees.

     (c) Death.  In the event of the  Executive's  death during the Term of this
Agreement,  this Agreement shall terminate immediately.  Upon Executive's death,
the  Company  shall  pay in a lump  sum,  within  forty-five  (45)  days  of the
Executive's  death, to such person as the Executive shall have designated to the
Company  as her  beneficiary,  or,  if no  such  person  is  designated,  to the
Executive's estate, an amount equal to the Accrued Obligations as of the date of
death,  the value on the Company's books of any accrued but unused vacation time
and accrued and unused sick time, and all unpaid expense  reimbursements  at the
time of  Executive's  death.  No  other  payments  shall be  made,  or  benefits
provided,  by the  Company to the  Executive's  beneficiary  or the  Executive's
estate.

     (d) Termination by the Executive. The Executive, with or without cause, may
terminate this Agreement upon sixty, (60) days' written notice to the Company in
accordance with Section 15 herein. The Executive shall be required to render the
services  required  under this  Agreement  during  such  60-day  period,  unless
otherwise  directed  by the  President  and  CEO.  In the  event  the  Executive
terminates  employment under this Section 7(c), Executive shall only be entitled
to  Accrued  Obligations  as of the  Termination  Date,  and the  Company  shall
thereupon  have no further  obligations to the Executive  under this  Agreement,
except as may be required by operation of law.

     (e)  Termination  for Cause.  At anytime during the Term of this Agreement,
the Executive may be terminated for cause, as defined herein. In such event, the
Company,  without liability,  may terminate the Executive's employment hereunder
for cause upon ten (10) days'  advance  written  notice,  including  the reasons
therefore.  If the Executive  desires to contest the  determination to terminate
her  employment  for cause,  she may  request,  in writing  and within  five (5)
business days of the written notice to him of her termination, that a meeting of
the  President  and CEO and Chairman of the Board of Directors be called to hear
her views on the matter.  Such meeting  shall take place within thirty (30) days
of such written notice.  During such period, unless otherwise agreed between the
parties,  Executive  shall be on paid leave.  The named parties shall make their
decision  at the  meeting  and  if it is in the  Executive's  favor,  she  shall
immediately  resume her duties.  If it is not in her favor, her employment shall
immediately  terminate and thereafter,  the Company's obligation hereunder shall
cease  and  terminate.   In  the  event  the  Executive's  employment  hereunder
terminates due to a Termination  for Cause,  the Company shall pay the Executive
her Accrued  Obligations  only through the Effective  Date of Termination at the
rate in effect at the time the notice of termination is given,  plus accrued but
unpaid  vacation,  and vested stock  options may be  exercised  according to the
terms and  limitations of the Plan. The Company  thereupon shall have no further
obligations to the Executive, except as may be required by operation of law.

     (f) Definitions.  For purposes of this Agreement,  the following terms have
the following meanings:

          (i)  "Termination for Cause" means, to the maximum extent permitted by
     applicable law, a termination of the Executive's  employment by the Company
     because the Executive  has (A) been  convicted of, or has entered a plea of
     nolo  contendere with respect to a felony,  or any  misdemeanor  evidencing
     moral turpitude,  deceit, dishonesty or fraud; (B) engaged in conduct which
     constitutes a willful and continued failure to perform her duties hereunder
     after notice to the Executive  and  reasonable  opportunity  to correct the
     same; (C) willfully engaged in any misconduct which has the effect of being
     injurious to the Company or any of its affiliates;  or (D) materially fails
     to perform or meet  objective  standards  set by the Board of Directors and
     agreed  upon  by  the   Executive   in  advance;   or  (E)   violated   the
     representations  made in  Section  1  above,  or any of the  provisions  of
     Sections 9 or 10 below.  Notwithstanding  anything  herein to the contrary,
     the Company may without  liability,  terminate the  Executive's  employment
     hereunder for cause upon ten (10) days written notice, and thereafter,  the
     Company's obligations hereunder shall cease and terminate.

          (ii)  "Without   Cause   Termination"   means  a  termination  of  the
     Executive's  employment  by the  Company  other than due to  Disability  or
     expiration of the Term and other than a Termination for Cause.

          (iii)  "Disability" for purposes of this Agreement means the Executive
     shall be disabled so as to be unable to perform for 90 consecutive  working
     days, or 120 working days in the aggregate in any 365-day  period,  with or
     without  reasonable  accommodation,  the  essential  functions  of her then
     existing  position or positions under this Agreement,  as determined by the
     person or entity responsible for making  determinations under the Company's
     long-term  disability plan or, if any such person or entity is not able for
     any reason to make this  determination,  by another  independent  person or
     entity  experienced in this field selected by the Company and acceptable to
     the Executive or her representative.

     Nothing  contained  in this  Section  7 shall be  deemed to limit any other
right the Company may have to  terminate  the  Executive's  employment  upon any
ground permitted by applicable law.

     8. Triggering Event Lump Sum  Compensation.  In the event of the occurrence
of a  "Triggering  Event,"  which  shall be  defined  to  include  (i) change in
ownership of 50% or more of the outstanding  shares of the Company,  or (ii) the
merger, consolidation, reorganization or liquidation of the Company that results
in a change in ownership  of 50% or more of the direct or indirect  ownership of
the Company before the merger, consolidation, reorganization or liquidation, the
Executive shall receive a lump sum  compensation  equal to her annual salary and
incentive or bonus  payments,  if any, as would have been paid to the  Executive
during the  Company's  then-current  fiscal year (as if the  Executive  had been
employed for the full fiscal year),  within  thirty (30) days of the  Triggering
Event. All of Executive's  granted but unvested  options shall  immediately vest
upon the occurrence of a Triggering  Event, and all of the shares underlying all
the  options  held by him shall be  registered  on a Form S-8 (or any  successor
form) in a timely manner (no more than 45 days after such Triggering  Event), to
be  sold  to  her  by  the  Company  or  its  successor  as   unrestricted   and
freely-tradable  shares.  If the Company has been  acquired by another  publicly
traded  company,  the  Company  shall  cause the  acquiring  company to agree to
exchange its options to acquire such company's  shares for the Company  options,
and to cause such  shares to be  registered  with the  Securities  and  Exchange
Commission  for  sale  in  the  public  securities  markets  by  the  Executive.
Alternatively,  if the  Company  has been  acquired  by a private  company,  the
Company  shall cause such company to offer to purchase the  Executive's  options
upon the same terms as are offered to the Company's  shareholders  in connection
with such company's  acquisition of control of the Company.  If the total amount
of the change of control compensation were to exceed three times the Executive's
base salary (the average  annual taxable  compensation  of the Executive for the
five  years  preceding  the year in which the  change of  control  occurs),  the
Company and the  Executive may agree to reduce the lump sum  compensation  to be
received by Executive in order to avoid the  imposition of the golden  parachute
tax provided for in the Tax Reform Act of 1984, as amended by the Tax Reform Act
of 1986.

     9. Obligations of Executive During and After Employment.

     (a) Confidential Information. Executive acknowledges that, by reason of her
duties,  she will produce,  be given, or may have access to, and become informed
of,  confidential or proprietary  information  which the Company possesses or to
which the  Company  has  rights,  which  relates  to the  Company,  which is not
generally known to the public or in the trade, and which is a competitive  asset
of the  Company,  or  information  which  constitutes  a "trade  secret"  of the
Company,  ("Confidential  Information"),  including without limitation,  (i) the
Company's planning data, marketing strategies,  business plans, expansion plans,
products,    business   opportunity   records,    notebooks,   data,   formulas,
specifications, trade secrets, customer lists, account lists, know-how, research
and  development  programs,  sales  methods,  inventions  processes,  and  other
confidential technical or business information; (ii) non-public terms of any new
products and strategies of the Company; (iii) non-public information relating to
the  Company's  personnel  matters;  (iv) the  Company's  financial  results and
information about their business condition; (v) non-public terms of any material
contract of the Company;  (vi) the  Company's  proprietary  software and related
documents;  (vii) the Company's client and prospect lists and contact persons at
such  clients  and  prospects;   and  (viii)  non-public  material   information
concerning the Company's customers or their operations,  condition (financial or
otherwise)  or  plans.   "Confidential   Information"   shall  not  include  any
information:  (A) generally known to the public except as a result of disclosure
by  Executive;   (B)   disclosed  by  the  Company   without  an  obligation  of
confidentiality on the part of the recipient; or (C) required to be disclosed by
law, rule,  regulation or order without an obligation of  confidentiality on the
part of the recipient,  provided that prior to making any disclosure  under this
clause (C),  Executive shall provide the Company with notice and the opportunity
to contest such disclosure.

Executive  acknowledges that her employment creates a relationship of confidence
and  trust  between  himself  and  the  Company  with  respect  to  Confidential
Information,  and that Confidential Information,  whether compiled or created by
him or by the  Company,  is and shall  remain the sole  property of the Company.
Executive will faithfully keep Confidential Information in strict confidence and
shall not, either directly or indirectly,  at any time, while an employee of the
Company  or  thereafter,  make  known,  divulge,  copy,  reveal,  furnish,  make
available,  or use (except  for use in the regular  course of her duties for the
Company) any Confidential  Information  without the written consent of the Board
of Directors of the Company.  Executive  further  acknowledges that all records,
files,  business  plans,  documents,  equipment and the like, or copies thereof,
including copies on Company computers,  relating to Company's  business,  or the
business of an affiliated  Company,  which Executive  shall prepare,  or use, or
come into contact with, shall remain the sole property of the Company,  or of an
affiliated  Company,  and  shall  not  be  removed  from  the  Company's  or the
affiliated  Company's  premises  without  the  written  consent  of the Board of
Directors,  and shall be promptly  returned to the Company upon  termination  of
employment with the Company and its affiliated Company. All equipment,  software
and other  materials  provided to the  Executive  by the Company will remain the
property of the Company,  and must be made available to the Company at all times
for servicing,  security  checks,  or any other purpose and the Executive hereby
agrees  to  turn  such  items  over to the  Company  immediately  upon  request.
Executive understands and acknowledges that her obligations under this Section 9
will survive  termination  of her  employment,  and will  continue  indefinitely
unless and until any such Confidential  Information has become, in the Company's
reasonable judgment, stale, or, through no fault of Executive's, generally known
to the public or until the  Executive  is  required by  operation  of law (after
providing  the  Company  with  notice  and  an   opportunity   to  contest  such
requirement) to make such disclosure.

The Executive's  obligations under this Section 9 are in addition to, and not in
limitation or preemption of, all other obligations of confidentiality  which the
Executive may have to the Company  under general or specific  legal or equitable
principles.

     (b) Return Of All  Property  And  Documents.  Upon the  termination  of her
employment for any reason or no reason,  the Executive  immediately shall return
to the Company all of its property,  including without limitation, all documents
(including  copies) and  information,  however  maintained  (including  computer
files, computers,  equipment, tapes, and recordings),  concerning the Company or
acquired by the Executive in the course and scope of her  employment  (excluding
only  those  documents  relating  solely  to  the  Executive's  own  salary  and
benefits).

     (c)  Non-Interference.  Throughout  the Term and  continuing for the twelve
(12)  month  period  immediately  following  the  expiration  of the  Term,  and
notwithstanding  the Agreement's  earlier termination except if such termination
is  pursuant  to Section  7(a),  the  Executive  shall not:  (i) hire or employ,
directly or indirectly, through any enterprise with which she is associated, any
employee  of the  Company;  or (ii)  recruit,  solicit  or induce (or in any way
assist another  person or enterprise in recruiting,  soliciting or inducing) any
such employee, or any consultant, vendor or supplier of the Company to terminate
or reduce such person's  employment,  consulting or other business  relationship
with the Company.

     (d)  Non-Solicitation.  Throughout  the Term and  continuing for the twelve
(12)  month  period  immediately  following  the  expiration  of the  Term,  and
notwithstanding  the Agreement's  earlier termination except if such termination
is pursuant to Section 7(a), the Executive shall not, directly or indirectly, in
any capacity:  (i) solicit the business or patronage of any Customer,  as herein
defined, for any other person or entity, (ii) divert,  entice, or otherwise take
away from the Company the business or patronage of any  Customer,  or attempt to
do so, or (iii)  solicit  or induce  any  Customer  to  terminate  or reduce its
relationship with the Company.

     (e) Non-Competition.  The Executive  acknowledges that, as of the execution
of this  Agreement,  (i) the Company is engaged in the  business  of  healthcare
connectivity  (the  "Business");   (ii)  the  Company's  Business  is  conducted
currently  throughout the United States, and may be expanded to other locations;
(iii) her employment  with the Company has given him access to trade secrets and
Confidential  Information  concerning  the Company;  and (iv) the agreements and
covenants  contained in this Agreement are essential to protect the Business and
goodwill of the Company.  Accordingly,  the  Executive  covenants  and agrees as
follows:

          (i)  Throughout  the Term and  continuing  for a period of twelve (12)
     months after  termination  of the  Executive's  employment,  except if such
     termination is pursuant to Section 7(a),  the Executive  shall not directly
     or indirectly,  render services to, act as an officer,  director,  partner,
     consultant or employee of, or otherwise assist any Competitor. "Competitor"
     as  used  herein  means  any  person,  firm  or  organization  (or  parent,
     subsidiary or affiliate  thereof)  engaged in or about to become engaged in
     research on, or the production  and/or provision of any Relevant  Services,
     regarding  which the Executive  has obtained  Confidential  Information  by
     virtue of her  employment  with the  Company  or with  respect to which the
     Executive  can exert a  competitive  influence by virtue of the special and
     unique services she has provided the Company.

          (ii)  Throughout  the Term and  continuing for a period of twelve (12)
     months after termination, except if such termination is pursuant to Section
     7(a),  the  Executive  shall not  engage in any other  business  activities
     directly or  indirectly,  which are or may be  competitive  with,  or which
     might place the  Executive in a competing  position to, that of the Company
     or any affiliated Company;

          (iii)  Throughout  the Term and continuing for a period of twelve (12)
     months after termination, except if such termination is pursuant to Section
     7(a), the Executive shall not, directly or indirectly, in any capacity: (A)
     provide or assist with the  provision  of Relevant  Services,  except as an
     employee of the Company;  or (B) be employed by or affiliated or associated
     in a  business  capacity  with any  person  or entity  in the  business  of
     providing Relevant Services other than the Company;

          (iv) If the Executive should be unable to obtain employment consistent
     with her training and education  solely  because of the  provisions of this
     Section,  such  provisions  shall be binding upon the Executive for only so
     long as the  Company  shall make  payments  to the  Executive  equal to her
     monthly Base Salary at termination  (including  payment of health insurance
     premiums,  if any, provided by the Company on behalf of the Executive as of
     the date of Termination,  but exclusive of any additional  compensation and
     all other employee  benefits) for each month in which the Executive  shall:
     (i) be unable to obtain  employment  solely  because of this Section;  (ii)
     provide the Company with a written affidavit  declaring under oath that she
     is not in any way assisting a Competitor  and that she has  conscientiously
     sought employment, but has been unable to obtain employment because of this
     Section  and  describing  in detail her efforts to obtain  employment;  and
     (iii)  provide the Company  with any further  information  requested by the
     Company to clarify,  substantiate,  or expand upon the  statements  made in
     such  affidavit.  The  Company's  obligation  to make or  continue  monthly
     payments  hereunder  shall  terminate  either by the  Company's  giving the
     Executive a written release from her obligations under this Section or upon
     the Executive's obtaining employment consistent with the provisions of this
     Section,  whichever  occurs sooner.  Executive  shall promptly give written
     notice of such employment to the Company within five (5) days of acceptance
     of such employment.  The Company's  obligation to make the monthly payments
     hereunder  shall in no event continue more than six (6) months  immediately
     following  termination of the Executive's  employment with the Company, and
     in no event shall the Company be liable under this Agreement for any action
     relating  thereto for any amount greater than the aggregate of such monthly
     payments.  Payments due hereunder, if any, shall be made in accordance with
     the Company's regular procedures.

          (v) Executive agrees that she will provide a copy of this Agreement to
     any  prospective  employer  with whom she is  contemplating  discussing  or
     interviewing  for possible  employment  during the time period during which
     this Section is effective.

     (f) Certain Definitions. For purposes of this Agreement:

          (i) "Relevant  Services" shall mean (a) directly  related to or within
     the scope of the  existing  business of the Company [as an internet  based,
     healthcare software company] or (b) any other product or service within the
     logical  scope of the business of the Company as such scope may be expanded
     or altered by the Board of Directors and (c) any other services or products
     provided  by the Company  from time to time  which,  at any time during the
     twelve (12) months preceding the termination of the Executive's employment.

          (ii)  "Customer"  means any person or entity to the  extent  that such
     person or entity (A) is receiving Relevant Services from the Company on the
     date of termination of the  Executive's  employment  with the Company,  (B)
     received  such  services for  compensation  at any time during the one-year
     period  immediately  preceding the date of termination  of the  Executive's
     employment  with the Company or (C) at any time during the one-year  period
     immediately preceding the date of termination of the Executive's employment
     with the Company was solicited by the Executive, directly or indirectly, in
     whole or in part, on behalf of the Company to provide Relevant Services.

     (g) Litigation and Regulatory Cooperation. During and after the Executive's
employment,  notwithstanding  the  cause of  termination,  the  Executive  shall
cooperate  fully with the Company in the defense or prosecution of any claims or
actions  now in  existence  or which may be brought in the future  against or on
behalf of the Company  which  relate to events or  occurrences  that  transpired
while  the  Executive  was  employed  by  the  Company.   The  Executive's  full
cooperation in connection with such claims or actions shall include,  but not be
limited to,  being  available  to meet with  counsel to prepare  for  discovery,
trial, arbitration,  mediation, or other alternative dispute resolution,  and to
act as a witness on behalf of the Company at mutually  convenient times.  During
and after the Executive's  employment,  the Executive shall also cooperate fully
with the Company in connection with any  investigation or review of any federal,
state or local regulatory  authority  provided that such investigation or review
relates  to events or  occurrences  which  transpired  while the  Executive  was
employed by the Company.  The Company  shall  reimburse  the  Executive  for any
reasonable  out-of-pocket  expenses  incurred in connection with the Executive's
performance of obligations pursuant to this Section 9(g).

     (h)  Nondisparagement.   During  and  after  the  Executive's   employment,
notwithstanding  the  cause of  termination,  Executive  agrees  not to take any
action or make any statement, written or oral, to any current or former employee
of the  Company or to any other  person  which  disparages  the  Company,  their
management,  directors or  shareholders,  as applicable,  or their  practices or
which  disrupts  or  impairs  their  normal  operations,  including  actions  or
statements  (i) that would harm the  reputation of the Company,  as  applicable,
with their  clients,  suppliers,  employees  or the  public,  or (ii) that would
interfere with existing or prospective  contractual or employment  relationships
with clients, suppliers or individuals.

     (i)  Remedies.  The  Company's  obligation  to make payments or provide any
benefits under this  Agreement  (except to the extent  previously  vested) shall
cease upon any violation of the  provisions  of this Section 9. In addition,  in
the event of a violation by the  Executive of the  provisions of this Section 9,
the  Company  shall be  entitled,  if it  shall so  elect,  to  institute  legal
proceedings  to obtain  damages for any such breach,  or to enforce the specific
performance  by the Executive of this Section 9 and to enjoin the Executive from
any  further  violation,  and may  exercise  such  remedies  cumulatively  or in
conjunction  with such other  remedies as may be available to the Company at law
or in equity.  Executive agrees that irreparable harm should be if any provision
of this Section 9 is breached in any way. The Executive  agrees that it would be
difficult  to measure  any damages to the  Company  which might  result from any
breach by the Executive of the promises set forth in this Section 9, and that in
any event  money  damages  would be an  inadequate  remedy for any such  breach.
Executive  agrees that  faithful  adherence  to the terms of this  Section is an
essential condition of employment with the Company.  Accordingly,  the Executive
agrees that if the  Executive  breaches  any  provision of this  Agreement,  the
Company shall be entitled,  in addition to all other  remedies that it may have,
to an  injunction  or other  appropriate  equitable  relief to restrain any such
breach, without the requirement of posting any bond in connection with obtaining
temporary or injunctive relief, and without showing or proving any actual damage
to the Company.  Nothing  herein shall be construed as  prohibiting  the Company
from  pursuing  any other  remedy  available  to the  Company for such breach or
threatened breach, including but not limited to, the recovery of damages against
the Executive.

     (j)  Survival;   Authorization  to  Modify   Restrictions.   The  Executive
acknowledges and agrees that the covenants of the Executive and the restrictions
contained in this Section 9 are  intended to protect the  Company's  interest in
its Confidential  Information and its commercial relationships and goodwill with
its  customers,  prospective  customers,  vendors,  suppliers,  consultants  and
employees.  The Executive further  acknowledges and agrees that the covenants of
the Executive,  and the restrictions  contained in this Section 9, shall survive
termination of this Agreement and any termination of the Executive's employment,
for the  periods  stated  herein  and shall  continue  in full  force and effect
regardless  of any  change in the  Executive's  title,  duties,  responsibility,
compensation or benefits while she remains employed by the Company.

     The Executive  represents  that she has read and understands the provisions
of this Agreement,  including this Section 9 that she has had the opportunity to
consult with counsel  concerning such  provisions,  and that she understands the
effect  of such  provisions  on her  ability  to earn  her  livelihood  upon any
termination of her employment with the Company. The Executive  acknowledges that
it would cause the Company serious and irreparable  injury and cost if Executive
were to use her  ability and  knowledge  in  competition  with the Company or to
otherwise breach the obligations contained in this Section 9 and, in view of the
nature  and level of her  responsibilities  and the  level of her  compensation,
agrees that the provisions of this Section 9 are reasonable.  Accordingly, it is
the  intention  of the parties  that the  provisions  of this Section 9 shall be
enforceable to the fullest extent  permissible under applicable law, but that if
any  portion or  provision  of this  Agreement  shall to any extent be  declared
illegal or  unenforceable  by a court of  competent  jurisdiction,  then (A) the
court may amend such  portion or  provision so as to comply with law in a manner
consistent  with the  intention  of this  Agreement,  (B) the  remainder of this
Agreement,  or the  application  of such  illegal  or  unenforceable  portion or
provision  in  circumstances  other  than  those as to  which it is so  declared
illegal or unenforceable,  shall not be affected thereby and (C) each portion or
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.


     (k)  Jurisdiction  and  Venue.  The  parties  agree  that any action by the
Company to enforce the covenants and restrictions contained in this Section 9 or
any  action  by either  party to  obtain a  judgment  on an  arbitrator's  award
referred  to in  Section 11 may be  instituted  and  maintained  in the state or
federal courts in New York,  New York.  Subject to the first sentence of Section
11 hereof,  the parties hereby  irrevocably  submit to the  jurisdiction  of the
state and federal courts in New York, New York in any suit, action or proceeding
arising under, or relating to, this Agreement and hereby  irrevocably  waive any
objections  to the  venue of any of such  courts  in any such  suit,  action  or
proceeding,  including  any  claim  that  any  other  court  constitutes  a more
appropriate or convenient forum.

     10. Proprietary Developments.

     (a) The Executive acknowledges that she has been an employee and officer of
the Company and its  predecessor  during the  development  of the  software  and
Intellectual  Property,  as defined herein,  currently owned by the Company, and
the Executive makes no claim to any right,  title or interest  (including patent
rights, copyrights,  trade secret rights, trademark rights, sui generic database
rights,  and all other  intellectual  property rights of any sort throughout the
world),  made or  conceived  or reduced  to  practice,  in whole or in part,  by
Executive during such employment by the Company and its predecessors that relate
to  such  Intellectual   Property.  Any  and  all  inventions  (whether  or  not
patentable), products, discoveries,  improvements,  processes, methods, computer
software programs, models,  techniques,  formulae, trade secrets, service marks,
patent rights, copyrights,  sui generis database rights, designs,  designations,
know-how, ideas, trademarks and works of authorship  (collectively,  hereinafter
referred  to as  "Intellectual  Property"),  made,  developed  or created by the
Executive (alone or in conjunction with others,  during regular hours of work or
otherwise)   during  the   Executive's   employment   by  the  Company  and  its
predecessors,  which may be  directly  or  indirectly  useful  in, or relate to,
business  conducted  or to be conducted  by the Company  shall be the  Company's
exclusive  property  and will be  promptly  disclosed  by the  Executive  to the
Company.  To the fullest  extent  permitted by law, such  Intellectual  Property
shall be deemed works made for hire.

     (b) Executive hereby transfers and assigns to the Company or its designated
affiliate any right,  title or interest  which  Executive may have or acquire in
any such  Intellectual  Property  (including  patent rights,  copyrights,  trade
secret rights,  trademark  rights,  sui generis database  rights,  and all other
intellectual  property  rights of any sort throughout the world) relating to any
and  all  inventions   (whether  or  not   patentable),   works  of  authorship,
designations,  designs,  know-how,  ideas and  information  made or conceived or
reduced to practice, in whole or in part, by Executive, (i) during the Term that
relate to the subject  matter of, or arise out of, her  services to the Company,
(ii) are referred to in clause (a) above,  or (iii)  constitute any  Proprietary
Information  (as defined  below)  (collectively,  "Inventions").  Executive will
promptly  disclose and provide all Inventions to Company.  Executive  waives any
license or other  special  right  which  Executive  may have or accrue  therein.
Executive  agrees to execute any  documents  and to take any actions that may be
required,  as  reasonably  determined by the  Company's  counsel,  to effect and
confirm such  transfer,  assignment and waiver.  Executive  shall further assist
Company,  at its request and expense,  to further  evidence,  record and perfect
such assignments and to perfect, obtain, maintain, enforce and defend any rights
assigned.  Executive hereby  irrevocably  designates and appoints the Company as
its agent and  attorney-in-fact  to act for and in Executive's behalf to execute
and file any documents and to do all other  lawfully  permitted  acts to further
the foregoing with the same legal force and effect as if executed by Consultant.
The Executive shall, upon the Company's request, execute any documents necessary
or advisable in the opinion of the  Company's  counsel to direct the issuance of
patents,  trademarks or copyrights  to the Company or its  designated  affiliate
with respect to such Intellectual  Property as are to be the Company's exclusive
property under this Section 10 or to vest in the Company or such affiliate title
to such Intellectual Property, the expense of securing any patent,  trademark or
copyright,  however, to be borne by the Company or such affiliate. The Executive
will  keep  confidential  and will  hold for sole  benefit  of the  Company  any
Intellectual Property which is to be their exclusive property under this Section
10 for which no patent, trademark or copyright is issued.

     (c) Executive agrees that all Inventions and all other business,  customer,
marketing,  technical and financial information (including,  without limitation,
the  identity  of  and  information  relating  to  the  Company's  customers  or
employees)  that  Executive  developed,  learned  or  obtained  for or about the
Company and its  predecessors,  or that  Executive  develops,  learns or obtains
during the Term that relate to the Company or the  business or that are received
by or for the  Company  in  confidence,  constitute  "Proprietary  Information,"
provided  that  Proprietary  Information  shall not include  information  in the
public domain  through no fault of Executive.  Executive will hold in confidence
and not disclose  or,  except in  performing  the  services  hereunder,  use any
Proprietary  Information.  Upon termination of this Agreement,  and as otherwise
requested by Company,  Executive  will promptly  return to Company all items and
copies containing or embodying  Proprietary  Information,  except that Executive
may keep personal copies of her compensation records and this Agreement.

     (d) As additional protection for Proprietary Information,  Executive agrees
that during the Term and for one year  thereafter,  Executive will not encourage
or solicit  any  employee  or  consultant  of Company to leave  Company  for any
reason. As further protection, Executive will not engage in any activity that is
in any way competitive with the business of the Company,  and Executive will not
assist any other person or  organization in competing or in preparing to compete
with any business of Company.

     (e) The Executive  agrees that non-public  terms of  Intellectual  Property
shall constitute Confidential Information within the meaning of Section 9.

     (f) The  foregoing  provisions of this Section 10 shall be binding upon the
Executive's heirs and legal representatives.  The agreements of the Executive in
this  Section  shall  be   enforceable  by  injunction  and  shall  survive  the
termination of this Agreement

     11. Resolution of Disputes.  Except as otherwise provided in Section 9, any
dispute or controversy  arising under or in connection with this Agreement shall
be  settled  exclusively  by  arbitration  in  New  York,  New  York,  by  three
arbitrators in accordance with the rules of the American Arbitration Association
then in effect.  Judgment may be entered on the arbitrators'  award in any court
having jurisdiction.

     12. Full Settlement.  The Company's obligation to make any payment provided
for in this Agreement and otherwise to perform its  obligations  hereunder shall
be in lieu of all other  severance  payments  to the  Executive  under any other
severance plan, arrangement or agreement of the Company and its affiliates,  and
in  full  settlement  of any and all  claims  or  rights  of the  Executive  for
severance,  separation and/or salary  continuation  payments  resulting from the
termination of her employment.

     13.  Withholding  Taxes.  The Company shall withhold from any payments made
under  this  Agreement  all  federal,  state,  city or  other  taxes as shall be
required pursuant to any law or governmental regulation or ruling.

     14.  Consolidation,  Merger,  or Sale of Assets.  Nothing in this Agreement
shall  preclude  the Company  from  consolidating  or merging  into or with,  or
transferring all or substantially  all of its assets to, another  corporation or
entity which assumes this Agreement and all obligations and  undertakings of the
Company hereunder.  Upon such a consolidation,  merger or transfer of assets and
assumption,  the term "Company" as used herein shall mean such other corporation
or entity, and this Agreement shall continue in full force and effect.

     15. Notices.

     (a)  General.  All  notices,  requests,  demands  and other  communications
required or permitted hereunder shall be given in writing and shall be deemed to
have been duly  given when  delivered  or 5 days after  being  deposited  in the
United States mail,  certified and return receipt  requested,  postage  prepaid,
addressed as follows:

            (i)  To the Company:       John R. Prufeta, President & CEO
                                       Medix Resources, Inc.
                                       The Graybar Building, Suite 1830
                                       420 Lexington Avenue
                                       New York, New York 10170


                                       Copy to:

                                       L. B. Stewart

             (ii)  To the Executive:   Patricia A. Minicucci
                                       11 Burritt's Landing, North
                                       Westport , CT 06880


     or to such  other  address as the  addressee  party  shall have  previously
specified in writing to the other.

     (b) Notice of  Termination.  Except in the case of death of the  Executive,
any termination of the Executives  employment  hereunder prior to the expiration
of the Term  pursuant to Section 7,  whether by the  Executive  or the  Company,
shall  be  effected  only by a  written  notice  given  to the  other  party  in
accordance  with  this  Section  15("Notice  of  Termination").  Any  Notice  of
Termination shall (i) indicate the specific  termination  provision in Section 7
relied  upon,  (ii)  in the  case of a  termination  for  Cause,  set  forth  in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
such  termination  and (iii) specify the effective  date of such  termination of
employment (the "Date of Termination"), which shall not be less 10 days nor more
than 90 days after such  notice is given.  The failure of the  Executive  or the
Company to set forth in any Notice of Termination any fact or circumstance which
contributes  to a showing of Cause shall not waive any right of the Executive or
the Company  hereunder or preclude the  Executive or the Company from  asserting
such fact or circumstance  in enforcing the Executive's or the Company's  rights
hereunder.

     16.  Indemnification.   The  Company  shall  indemnify  and  hold  harmless
Executive  to the full  extent  required  by law.  To the extent that any of the
Company's  officers or  directors  are  covered by or benefit  from one or more,
Director and Officers' liability insurance policies, the Executive shall also be
covered by or benefit from such policy or policies.

     17. No Attachment.  Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation,  commutation, alienation,
sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution,
attachment,  levy or similar  process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect;  provided,  however,  that  nothing  in this  Section 17 shall
preclude the  assumption of such rights by executors,  administrators,  or other
legal  representatives  of the  Executive or her estate or their  assigning  any
rights hereunder to the person or persons entitled thereto.

     18.  Binding  Agreement.  This  Agreement  shall be binding upon, and shall
inure to the benefit of, the Executive and the Company and, as permitted by this
Agreement,  their  respective  successors,  assigns,  heirs,  beneficiaries  and
representatives.

     19. Counterparts;  Headings; Interpretation. This Agreement may be executed
in counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument. The
underlined  Section headings  contained in this Agreement are for convenience of
reference only and shall not affect the  interpretation  or  construction of any
provision  hereof.  This Agreement is the result of  negotiation  and compromise
between the parties hereto,  each  represented by counsel.  The fact that either
party, in the course of negotiations,  agreed to an addition, deletion or change
requested  by the other  party in the  language of this  Agreement  shall not be
deemed an admission of fact by the party agreeing to such change.

     20.   Arbitration.   Except  as  otherwise   provided  in  Section  9,  any
controversy,  dispute or claim  arising out of, or  relating  to this  Agreement
and/or its interpretation  shall be settled by binding  arbitration in New York,
New York in accordance  with the Rules of the American  Arbitration  Association
for employment  disputes then in effect.  The award rendered by the  arbitrators
shall be final and  judgment  may be entered  upon the award in any court having
jurisdiction.  If any legal proceeding and/or  arbitration is brought to enforce
or  interpret  the  terms  of this  Agreement,  each  party  shall  bear its own
attorney's  fees,  costs,  and necessary  disbursements in such legal proceeding
and/or arbitration except as otherwise provided herein.

     21. General Provisions.

     (a)  Non-Assignment.  The  Executive's  rights and  obligations  under this
Agreement  shall not be  transferable  by  assignment  or  otherwise,  nor shall
Executive's  rights be subject to  encumbrance or to the claims of the Company's
creditors.  Nothing in this  Agreement  shall prevent the  consolidation  of the
Company,  with or its merger  into,  any other  corporation,  or the sale by the
Company of all or  substantially  all of its  property or assets.  However,  the
rights of the Executive  hereunder shall be enforceable against any successor to
the Company, and the rights of the Company hereunder shall benefit any successor
to the Company.

     (b)  Entire  Agreement;  Amendments.  This  Agreement  and  the  rights  of
Executive with respect to the obligations and benefits of employment  recited in
this Agreement,  constitute the entire  Agreement  between the parties hereto in
respect of the  employment of the Executive by the Company and supersede any and
all other  agreements  either oral or in writing between the parties hereto with
respect to the  employment  of the  Executive.  No  amendment  or waiver of this
Agreement  or any  provision  hereof shall be  effective  unless  contained in a
writing executed by the party against whom such amendment or waiver is asserted,
and in the case of the Company, by its duly authorized officer.

     (c)  Divisible.  The  provisions  of this  Agreement  shall be  regarded as
divisible,  and if any of said  provisions  or any part  there  of are  declared
invalid or unenforceable by a court of competent jurisdiction,  the validity and
enforceability  of the  remainder of such  provisions  or parts there of and the
applicability there of shall not be affected thereby.

     (d)  Governing   Law.  The  validity,   interpretation,   performance   and
enforcement of this Agreement  shall be governed  exclusively by the laws of the
State of New York, without regard to principles of conflicts of laws thereof.

     (e) Construction. Throughout this Agreement, the singular shall include the
plural, and the plural shall include the singular,  and the masculine and neuter
shall include the feminine, wherever the context so requires.

     (f) Text to Control.  The headings of paragraphs  and sections are included
solely for convenience of reference. If any conflict between any heading and the
text of this Agreement exists, the text shall control.

     (g)  Authority.  The  officer  executing  this  Agreement  on behalf of the
Company has been  empowered  and  directed to do so by the Board of Directors of
the Company.


     IN WITNESS  WHEREOF,  the  Company  and the  Executive  hereby  voluntarily
execute this Agreement,  as of the date first above written,  after  arms-length
negotiations, with the full intention to be mutually bound by the terms hereof.

                        FOR THE COMPANY:
                        MEDIX RESOURCES, INC.


                        By:
                              ---------------
                              John R. Prufeta
                              President & CEO

                        THE EXECUTIVE:

                        By:
                           ----------------------
                           ----------------------
                           ----------------------




                                                                    Exhibit A
                               JOB DESCRIPTION
                               ---------------


-----------------------------------------------------------------------------





RESPONSIBILITIES
----------------

(To be completed)





                                                                    Exhibit B



                                 2002 Bonus Plan




                                To be determined









     The Company  will  endeavor to pay all  eligible  bonus  amounts  after the
fiscal year close but before the end of calendar first quarter.




                                                                    Exhibit C



                        2002 Incentive Stock Options
           -------------------------------------------------------



Incentive Stock      Exercise    Expiration     Besting Requirements
Options               Price         Date
-----------------------------------------------------------------------------
                                              o  62,500 vests in 6 months or
  ~125,000             $.70       5 Years        9/8/2002

                                              o  The remaining 62,500 option
                    (Grant                       shares will vest 12 (twelve)
                    date of                      months or 3/8/2003.
                   3/8/2002)
 -----------------------------------------------------------------------------


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