MEDSOLUTIONS INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>medsol8kex101123004.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

                                                                    Exhibit 10.1
                                                                    ------------

                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Executive  Employment  Agreement  (this  "Agreement")  is made and
entered into as of December 30, 2004, to be effective as of January 1, 2005 (the
"Effective Date"), by and between  MedSolutions,  Inc., a Texas corporation (the
"Employer"),  and Matthew H.  Fleeger,  an  individual  resident of the State of
Texas (the "Executive").

                                   WITNESSETH
                                   ----------

         WHEREAS,  the Executive has certain skills,  experience,  and abilities
that are  valuable  to the  success  of the  Employer's  operations  and  future
profitability;

         WHEREAS,  the Employer desires to employ and retain the services of the
Executive  as a full  time  employee  in the  position  of  President  and Chief
Executive Officer,  and the Executive desires to work for and be employed by the
Employer in such positions; and

         WHEREAS,  the Employer and the Executive  desire to set forth the terms
and conditions pursuant to which the Executive will be employed by the Employer.

         NOW,  THEREFORE,  in consideration of the foregoing premises and of the
mutual  covenants  and  undertakings  contained  herein,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties to this Agreement hereby agree as follows:

Article 1:        EMPLOYMENT TERM AND DUTIES

         1.01  Employment.  The Employer  hereby employs the Executive,  and the
Executive  hereby  accepts  employment  by the  Employer,  upon  the  terms  and
conditions set forth in this Agreement.

         1.02  Term.   Unless  earlier   terminated  as  herein  provided,   the
Executive's  employment  with the  Employer  pursuant  to this  Agreement  shall
commence  on the  Effective  Date and shall end on the final day of the Term (as
defined in this Section 1.02). For purposes of this Agreement,  the "Term" shall
mean a period of time  commencing on the  Effective  Date and  continuing  until
December 31, 2007,  at which time the Term shall  automatically  renew for up to
two (2) subsequent one year term(s) (each, an "Extension Term"),  each until the
next  anniversary  of the  Expiration  Date,  subject to either party  providing
written  notice to the other  party of its intent not to renew the Term at least
90 days before the end of the then-current Term or Extension Term. The Extension
Term(s)  shall  be  governed  by the  terms  and  conditions  set  forth in this
Agreement,  provided that the Executive's compensation during any such Extension
Term(s) may be renegotiated by the Executive and the Employer. The date on which
the Term,  or any  subsequent  renewal  thereof ends,  shall be the  "Expiration
Date".

         1.03  Duties  and  Services.  The  Executive  will be  employed  as the
President and Chief Executive Officer of the Employer at 12750 Merit Drive, Park
Central  VII,  Suite 770,  Dallas,  Texas  75251,  and will have such duties and



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perform such services as are customary of such  positions and those  assigned or
delegated to the Executive by the Board of Directors. Subject to his suffering a
Disability  (as  defined in Article 4 of this  Agreement),  the  Executive  will
devote his business time,  attention,  skill,  and energy to the business of the
Employer and will use his best efforts to promote the success of the  Employer's
business.

Article 2:        COMPENSATION

         2.01 Salary.  Subject to the  provisions of Article 4 of this Agreement
that relate to  compensation  of the Executive  following the termination of the
Employment  Period (as defined in Article 8 of this  Agreement),  the  Executive
will be paid a minimum annual base salary of $200,000 (such amount, as it may be
changed from time to time, is  hereinafter  referred to as the "Salary") for the
duration of the Term and any Extension  Terms. The Salary as currently in effect
will  automatically  be increased five percent (5%) on each  anniversary date of
the Effective  Date for the duration of the Term and any Extension  Term(s).  In
addition, the Salary will automatically be increased to match any greater amount
of base salary  (i.e.,  excluding  any amounts paid in the form of  commissions,
bonuses,  etc.) paid to any new employee joining the Employer or other successor
entity as a result of any acquisition of or by the Employer;  any such automatic
Salary  increase  shall be effective  beginning as of the date on which such new
employee's  employment   commences.   The  Employer  shall  withhold  from  each
installment of the Salary all applicable  federal,  state,  and local income and
other  payroll  taxes.  In the  event  of  the  termination  of the  Executive's
employment by the Employer  without Cause (as defined below) within 12 months of
(i) the  consummation  of a  reorganization,  merger  or  consolidation  with an
entity,  or any other  event (or series of related  events) in which the persons
who hold a majority of the outstanding  equity securities of the Employer before
such  transaction  do not  own at  least a  majority  of the  equity  securities
entitled to vote to elect directors (or persons  serving in a similar  capacity)
of the  entity  surviving  such  transaction,  or (ii) a  disposition  of all or
substantially all of the assets of the Employer, the Executive shall be entitled
to a  lump  sum  payment,  the  amount  of  which  shall  be  determined  by the
Compensation  Committee  of the Board of  Directors,  but in no event  shall the
amount of such payment be less than the Executive's aggregate  compensation from
the  Employer  (including  Salary  and  Benefits)  during  the  24-month  period
immediately preceding the effective date of such event or disposition.

         2.02 Bonuses. Executive shall receive a one-time bonus in the amount of
$25,000  payable  on  April  15,  2005.  Executive  shall  also be  entitled  to
additional  bonuses from time to time as the Employer's  Board of Directors,  in
its sole  discretion,  may determine  pursuant to the Employer's  bonus plans or
programs.  Executive is currently  eligible for  participation in the Employer's
executive target bonus program as described on Exhibit A attached hereto.

         2.03  Benefits.  For  the  duration  of the  Employment  Period  and as
otherwise set forth herein,  the Executive and his dependents  (if  applicable),
will be permitted to participate in such pension,  stock option,  bonus,  health
insurance,  disability income insurance, and other employee benefit plans of the
Employer that may be in effect from time to time to the extent the Executive and
his  dependents  are eligible for  participation  under the terms of such plans.
Notwithstanding the foregoing, the Employer shall provide the Executive with (i)
disability  income  insurance,  and  (ii)  health  insurance  benefits  for  the



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Executive and the member(s) of his immediate family. The Employer shall also pay
to the  Executive,  in addition to any other  benefits,  a car  allowance in the
amount  of $500 per month  and in  addition  reimburse  the  Executive  for fuel
purchases  relating  to his use of a vehicle  in the  performance  of his duties
hereunder.

Article 3:        FACILITIES AND EXPENSES

         The Executive will use the office space, equipment,  supplies, and such
other facilities, property, and personnel as are currently being provided by the
Employer  for such  purposes to perform  his duties  under this  Agreement.  The
Employer will  reimburse the Executive for reasonable  expenses  incurred by the
Executive in the  performance  of his duties in accordance  with the  Employer's
employment  policies in effect from time to time;  provided,  however,  that the
Executive must file written  expense  reports with respect to such expenses,  in
accordance  with the Employer's  employment  policies,  before the Executive may
receive such reimbursement.

Article 4:        TERMINATION

         4.01 Termination of Employment Period.

                  (a)  Death  of the  Executive.  The  Employment  Period  shall
terminate immediately and automatically upon the death of the Executive.

                  (b)  Termination  by the Employer.  The Employer may terminate
the  Employment  Period  (i)  immediately  upon  the  delivery  of a  Notice  of
Termination (as defined in Section 4.01(d) of this Agreement) by the Employer to
the Executive  setting forth the facts that  indicate that a  determination  has
been made that the Executive has a Disability in accordance with Section 4.02 of
this Agreement; (ii) immediately upon delivery of a Notice of Termination by the
Employer to the  Executive  setting  forth the facts that indicate that an event
constituting  Cause (as defined in Section 4.03 of this Agreement) has occurred,
or on such  later  date as may be set forth in such  Notice of  Termination;  or
(iii) at any time  without  Cause  effective  as of the 30th day  following  the
delivery of a Notice of Termination by the Employer to the Executive, or on such
later date as may be set forth in such Notice of Termination.

                  (c) Termination by the Executive.  The Executive may terminate
the Employment  Period (i) immediately  upon delivery of a Notice of Termination
by the Executive to the Employer setting forth facts that indicate that an event
constituting  Good Reason (as  defined in Section  4.04 of this  Agreement)  has
occurred  within the 30 days  immediately  prior to the date of delivery of such
Notice of Termination;  or (ii) at any time without Good Reason  effective as of
the 360th day following the delivery of a Notice of Termination by the Executive
to the  Employer,  or on such later  date as may be set forth in such  Notice of
Termination.

                  (d) Notice of Termination.  For purposes of this Agreement,  a
"Notice of  Termination"  shall mean a written  notice  (delivered in accordance
with Section 7.06 herein) that indicates the specific  termination  provision in



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this  Agreement  upon which the person  intending  to terminate  the  Employment
Period  is  relying  and  sets  forth  in   reasonable   detail  the  facts  and
circumstances  that provide a basis for  termination  of the  Employment  Period
under such termination provision.

         4.02 Definition of  "Disability."  For purposes of this Agreement,  the
Executive  will be deemed  to have a  "Disability"  under  any of the  following
conditions:  (a) for  physical or mental  reasons,  the  Executive  is unable to
render and perform  substantially  and continuously  the Executive's  duties and
services as required  by this  Agreement  for 12  consecutive  weeks,  or for 16
nonconsecutive  weeks  during  any  12-month  period,  or (b) the  prognosis  or
recommendations  of the  Examining  Doctor (as defined in this Section 4.02) are
such that the Executive would be unable to render and perform  substantially and
continuously  the  Executive's  duties and services  under this Agreement for 12
consecutive  weeks, or for 16  nonconsecutive  weeks during any 12-month period.
Upon the request of either party hereto  following  written notice to the other,
the  Disability  of the Executive  will be  determined by a medical  doctor (the
"Examining  Doctor")  who shall be  selected as follows:  the  Employer  and the
Executive shall each select a medical doctor, and those two medical doctors will
select  a  third  medical  doctor  who  will  be  the  Examining   Doctor.   The
determination  of the Examining  Doctor as to whether or not the Executive has a
Disability will be binding on both parties hereto.  The Executive must submit to
a reasonable number of examinations by the Examining  Doctor,  and the Executive
hereby   authorizes   the  disclosure  and  release  to  the  Employer  of  such
determination  and the results of such  examinations.  If the  Executive  is not
legally   competent,   the   Executive's   legal  guardian  or  duly  authorized
attorney-in-fact  will act in the Executive's  stead under this Section 4.02 for
the purposes of submitting the Executive to examinations  and providing any such
authorizations of disclosure.

         4.03  Definition  of "Cause." For purposes of this  Agreement,  "Cause"
shall mean: (a) the Executive's  material and persistent  failure to perform his
duties and services in accordance  with this  Agreement,  unless such failure is
due to the Executive's Disability, or the Executive's material violation of this
Agreement or any material  inaccuracy of any  representation  or warranty of the
Executive  contained  herein,  unless,  for  any  such  failure,  violation,  or
inaccuracy  which is capable of being cured,  the Executive  cures such failure,
violation, or inaccuracy within 30 days of the Employer providing written notice
to  the  Executive  of  such  failure,   violation,   or  inaccuracy;   (b)  the
appropriation (or attempted appropriation) of a material business opportunity of
the Employer,  including attempting to secure or securing any personal profit in
connection with any transaction entered into on behalf of the Employer;  (c) the
theft, fraud, or embezzlement of any of the real or personal property,  tangible
or intangible,  of the Employer or any of its Affiliates;  (d) the commission of
an act of fraud upon, or bad faith or willful misconduct toward, the Employer or
any  of  its  Affiliates;   (e)  conduct   constituting   gross   negligence  or
recklessness,  as  determined  by the Employer in its sole  discretion,  that is
materially injurious to the Employer, a customer of the Employer,  or any of the
Employer's Affiliates; or (f) the conviction of or the entering of a guilty plea
with  respect  to, a felony,  the  equivalent  thereof,  or any other crime with
respect to which imprisonment is a possible punishment.

         4.04  Definition of "Good Reason." For the purposes of this  Agreement,
the  phrase  "Good  Reason"  means (i) the  Employer's  material  breach of this
Agreement  and the  Employer's  failure  to remedy  such  breach  within 30 days



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<PAGE>

following the delivery of written  notice of such breach by the Executive to the
Employer;  (ii) the  assignment  by the Employer to the  Executive,  without the
prior written consent of the Executive,  of  responsibilities or duties that are
substantially  different  from the duties and services set forth in Section 1.03
of this  Agreement;  or (iii) the  relocation  of the  Executive's  office to an
office  located more than fifty (50) miles from 12750 Merit Drive,  Park Central
VII, Suite 770, Dallas, Texas 75251.

         4.05  Effect of  Termination  of  Employment  Period;  Post-Termination
Benefits.  Upon the  termination  of the  Employment  Period in accordance  with
Section 4.01 of this  Agreement,  the  Executive's  obligation  to render to the
Employer the services  described in Section 1.03 of this  Agreement  shall cease
(although  the  Term  shall  not  terminate),  and the  Employer  shall  pay the
Executive or, in the event of his death while amounts remain payable  hereunder,
his  Designated  Beneficiary  (as defined in this Section  4.05),  if at all, as
follows:

                  (a) Termination by the Employer with Cause or by the Executive
without Good Reason.  If the Employment  Period is terminated in accordance with
Section 4.01(b)(ii) or Section 4.01(c)(ii) of this Agreement, the Executive will
be entitled to receive solely that portion of his Salary,  payable in accordance
with the Employer's normal payroll practices, accrued by the Executive as of the
date of the termination of the Employment Period;  provided,  however,  that the
Executive shall not receive, and shall not be entitled to receive, any Salary or
Benefits  (except  for  Salary  and  Benefits  accrued  prior to the date of the
termination of the Employment  Period) during the remainder of the  then-current
Term or Extension  Term  following such  termination,  or thereafter,  except as
otherwise  required in accordance  with federal or state law or the terms of the
plans governing the benefits provided hereunder.

                  (b)  Termination  by  the  Employer  without  Cause  or by the
Executive with Good Reason. If the Employment Period is terminated in accordance
with Section 4.01(b)(iii) or Section 4.01(c)(i) of this Agreement,  the Employer
will pay to the  Executive,  in accordance  with the  Employer's  normal payroll
practices,  the customary  installments of the Salary and the Benefits that were
provided to the Executive during the Employment Period, if applicable, until the
Expiration Date.

                  (c)  Termination  upon Death or Disability.  If the Employment
Period is terminated in accordance with Section  4.01(a) or Section  4.01(b)(i),
the Employer will pay to the disabled Executive or to the Executive's Designated
Beneficiary,  as the case may be,  in  accordance  with  the  Employer's  normal
payroll  practices,  the customary  installments  of the Salary and the Benefits
that were provided to the Executive during the Employment Period, if applicable,
until  the  Expiration  Date  (ii) less the  amount  of any  insurance  proceeds
collected  or to be collected by the  Executive  or his  Designated  Beneficiary
pursuant to any insurance policies for which the Employer has paid the premiums.
Following such date,  the Executive or the  Executive's  Designated  Beneficiary
shall  have  no  right  to  receive,  and the  Employer  shall  have no  further
obligation to pay to the Executive,  further  monthly  installments of Salary or
Benefits.  For the  purposes  of this  Agreement,  the  Executive's  "Designated
Beneficiary" means such individual beneficiary or trust, located at such address
as the Executive  may  designate by written  notice to the Employer from time to
time or, if the Executive fails to give written notice to the Employer of such a



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beneficiary,  the Executive's estate; provided,  however, that,  notwithstanding
the preceding sentence,  the Employer shall have no duty under any circumstances
to attempt to open an estate on behalf of the  Executive,  to determine  whether
any beneficiary designated by the Executive is alive, to determine the existence
of any trust, to determine whether any person or entity purporting to act as the
Executive's  personal  representative  (or the trustee of a trust established by
the  Executive)  is duly  authorized  to act in that  capacity,  or to locate or
attempt to locate any  beneficiary,  personal  representative,  or trustee.  For
purposes of this agreement,  the primary  beneficiary will be Valerie R. Fleeger
and the secondary beneficiary will be Beverly L. Fleeger.

                  (d)  Accrued  Benefits.  Unless  otherwise  required  by  this
Agreement,  federal or state law, or the terms of the relevant  plans  providing
Benefits hereunder,  the Executive's accrual of the Benefits pursuant to Section
2.03 hereof will cease on the date of the termination of the Employment  Period,
and the Executive will  thereafter be entitled to accrued  Benefits  pursuant to
such plans only as provided in such plans.

Article 5:        NON-DISCLOSURE COVENANT

         5.01 Confidential Information Defined. For the purposes of this Article
5, the phrase  "Confidential  Information"  means any and all of the  following:
trade  secrets  concerning  the  business  and  affairs of the  Employer  or its
Affiliates,  product  specifications,  data, know-how,  formulae,  compositions,
processes, designs, sketches, photographs, graphs, drawings, samples, inventions
and ideas,  past,  current,  and planned research and  development,  current and
planned  distribution  methods  and  processes,   customer  lists,  current  and
anticipated customer requirements,  price lists, market studies, business plans,
computer software and programs  (including object code, machine code, and source
code), computer software and database  technologies,  systems,  structures,  and
architecture  (and  related  formulae,  compositions,  processes,  improvements,
devices,  know-how,  inventions,  discoveries,  concepts,  ideas,  designs,  and
methods); information concerning the business and affairs of the Employer or its
Affiliates   (which  includes   historical   financial   statements,   financial
projections  and budgets,  historical  and  projected  sales,  capital  spending
budgets  and  plans,  the  names and  backgrounds  of key  personnel,  personnel
training techniques and materials,  however  documented);  and notes,  analysis,
compilations,  studies,  summaries,  and other  material  prepared by or for the
Employer or its  Affiliates  containing  or based,  in whole or in part,  on any
information   included  in  the   foregoing.   Notwithstanding   the  foregoing,
Confidential  Information  shall not include any information  that the Executive
demonstrates  was or became  generally  available  to the public other than as a
result of a disclosure of such  information by the Executive or any other person
under a duty to keep such information confidential.

         5.02 Acknowledgment by the Executive.  The Executive  acknowledges that
(a) during the Employment  Period and as part of his  employment,  the Executive
will be  afforded  access to  Confidential  Information  that the  Employer  has
devoted  substantial  time,  effort,  and resources to develop and compile;  (b)
public disclosure of such Confidential  Information would have an adverse effect
on the  Employer and its  business;  (c) the  Employer  would not disclose  such



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information  to the  Executive,  nor employ or continue to employ the  Executive
without the  agreements  and  covenants set forth in this Article 5; and (d) the
provisions  of this  Article 5 are  reasonable  and  necessary  to  prevent  the
improper use or disclosure of Confidential Information.

         5.03 Maintaining Confidential Information. In consideration of the
compensation and benefits to be paid or provided to the Executive by the
Employer under this Agreement and the acknowledgments set forth above, the
Executive, during the Employment Period, the Term, and at all times thereafter,
agrees and covenants as follows:

                  (a) Employer Information. The Executive will hold in strictest
confidence the  Confidential  Information and will not disclose it to any Person
(defined  below) except with the specific prior written  consent of the Employer
or as may be required by court order,  law,  government  agencies with which the
Employer  deals in the ordinary  course of its business,  or except as otherwise
expressly  permitted by the terms of this  Agreement.  Any trade  secrets of the
Employer will be entitled to all of the protections and benefits  afforded under
applicable laws. If any information that the Employer deems to be a trade secret
is ruled by a court of competent  jurisdiction  not to be a trade  secret,  such
information  will,  nevertheless,  be considered  Confidential  Information  for
purposes of this Agreement. The Executive hereby waives any requirement that the
Employer  submit proof of the economic  value of any trade secret or post a bond
or other security. The Executive will not remove from the Employer's premises or
record (regardless of the media) any Confidential Information of the Employer or
its Affiliates,  except to the extent such removal or recording is necessary for
the performance of the Executive's duties. The Executive acknowledges and agrees
that all Confidential Information,  and physical embodiments thereof, whether or
not developed by the  Executive,  are the exclusive  property of the Employer or
its Affiliates, as the case may be.

                  (b) Third Party Information. The Executive recognizes that the
Employer and its  Affiliates  have  received and in the future will receive from
third parties their confidential or proprietary information subject to a duty on
their parts to maintain the  confidentiality  of such  information and to use it
only  for  certain  limited  purposes.  The  Executive  agrees  that he owes the
Employer, its Affiliates,  and such third parties,  during the Employment Period
and thereafter,  a duty to hold all such confidential or proprietary information
in the  strictest  confidence  and not to disclose  it to any Person  (except as
necessary  in  carrying  out his duties  for the  Employer  consistent  with the
Employer's  agreement  with such  third  party) or to use it for the  benefit of
anyone  other than for the  Employer  or such third party  (consistent  with the
Employer's  agreement  with  such  third  party)  without  the  express  written
authorization of the Employer or its Affiliate, as the case may be.

                  (c) Returning Employer  Documents.  The Executive agrees that,
at the time of the termination of the Employment  Period, he will deliver to the
Employer  (and will not keep in his  possession  or deliver to any other Person)
any  and  all  devices,  records,  data,  notes,  reports,   proposals,   lists,
correspondence,   specifications,  drawings,  blueprints,  sketches,  materials,
equipment,  other  documents  or  property,  or  reproductions  of  any  of  the
aforementioned  items  belonging to the Employer or any of its  Affiliates,  and
their  respective  successors  or assigns,  regardless of whether such items are



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represented in tangible,  electronic,  digital,  magnetic or any other media. In
the event of the termination of the Employment  Period,  the Executive agrees to
sign and deliver the "Termination Certification" attached hereto as Exhibit B.

         5.04 Disputes or Controversies.  The Executive recognizes that should a
dispute or  controversy  arising from or relating to this Agreement be submitted
for  adjudication  to any court or other third party,  the  preservation  of the
secrecy  of  Confidential   Information  may  be  jeopardized.   All  pleadings,
documents,  testimony,  and records  relating to any such  adjudication  will be
maintained in secrecy and will be available for inspection by the Employer,  the
Executive,  and their  respective  attorneys  and  experts,  who will agree,  in
advance and in writing, to receive and maintain all such information in secrecy,
except as may be limited by them in writing.

Article 6:        NON-COMPETITION AND NON-INTERFERENCE

         6.01 Covenants Regarding Competitive  Protection.  The Employer and the
Executive  hereby mutually agree that the nature of the Employer's  business and
the  Executive's  employment  hereunder  are based on the  Employer's  goodwill,
public perception,  and customer relations.  Therefore,  in consideration of the
acknowledgments  set forth in  Section  5.02  herein  and the  compensation  and
benefits to be paid to the Executive  pursuant to this Agreement,  the Executive
hereby agrees and covenants to each and all of the following:

                  (a)  Noncompete.  During the  Restricted  Period  (as  defined
below),  the  Executive  will  not,  directly  or  indirectly,  in any  capacity
whatsoever,  individually or on behalf of any other person or entity,  engage or
invest in,  own,  manage,  operate,  finance,  control,  or  participate  in the
ownership,  management,  operation,  financing,  or control of, be employed  by,
associated  with, or in any manner  connected with, lend the Executive's name or
any similar name to, lend the Executive's credit to or render services or advice
to, any  business  engaged or about to become  engaged  in the  Business  of the
Employer,  or any of its  Affiliates,  in the Market Area.  For purposes of this
Agreement, the "Business" of the Employer, or its Affiliates, includes all those
businesses,  products,  and services that are presently or hereafter marketed by
the Employer,  or its Affiliates,  or that are in the  development  stage at any
time during the Employment Period; and any other business in which the Employer,
or any of its  Affiliates,  are  engaged in at any time  during  the  Employment
Period.

                  (b) Solicitation of Customers.  During the Restricted  Period,
the Executive  hereby  covenants and agrees that he will not, either directly or
through an  Affiliate,  solicit any Person that is a Current  Customer  (defined
below) of the Employer or its  Affiliates  for  purposes of selling  products or
services to such Person that are in  competition  with the products and services
offered or sold by the Employer or its Affiliates.

                  (c) Solicitation of Employees.  During the Restricted  Period,
the  Executive  hereby  agrees  not to  employ,  either  directly  or through an
Affiliate,  any  current  employee  of the  Employer  or its  Affiliates  or any
individual  who was an employee of the  Employer or its  Affiliates  at any time
during Employment  Period,  and agrees not to solicit,  or contact in any manner
that could reasonably be construed as a solicitation, either directly or through



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an Affiliate,  any employee of the Employer or its Affiliates for the purpose of
encouraging  such employee to leave or terminate his or her employment  with the
Employer or its Affiliates.

                  (d) Solicitation of Vendors. During the Restricted Period, the
Executive hereby agrees not to solicit, either directly or through an Affiliate,
a current  vendor or supplier of the Employer or its  Affiliates for purposes of
encouraging such vendor or supplier to cease or diminish  providing  products or
services to the Employer or its  Affiliates,  or to change  adversely  the terms
under which such vendor or supplier  provides  such  products or services to the
Employer or its Affiliates.

                  (e) Interference.  During the Restricted Period, the Executive
hereby agrees not to interfere with the Employer's  relationship with any person
who at the relevant time is an employee,  contractor,  supplier,  or customer of
the Employer or its Affiliates.

                  (f) Restricted  Period. For purposes of this Section 6.01, the
term "Restricted  Period" means the duration of the Employment  Period and until
the  later to occur of (i) the date  that is 12  months  after  the  termination
thereof or (ii) in the event that this  Agreement is  terminated  in  accordance
with Section  4.01(b)(ii) or Section  4.01(c)(ii),  the  Expiration  Date of the
then-current Term or Extension Term.

                  (g) Market Area.  For purposes of this Section 6.01,  the term
"Market  Area"  means  any  state or  province  in  which  the  Employer  or its
Affiliates have provided goods or services within the twelve months prior to the
later of the last day of the Restricted Period or the Expiration Date.

         6.02 Scope. The Executive  acknowledges and agrees that the Employer is
engaged in or intends to be engaged in business throughout the United States and
that the  marketplace  for the Employer's  businesses,  products and services is
nationwide, and includes the states listed in Section 6.01(f) of this Agreement,
and thus the geographic area, length and scope of the restrictions  contained in
Section 6.01 are  reasonable  and necessary to protect the  legitimate  business
interests of the Employer.  The duration of the agreements  contained in Section
6.01 shall be extended for the amount of any time of any  violation  thereof and
the time, if greater,  necessary to enforce such provisions or obtain any relief
or damages for such violation through the court system. The Employer may, at any
time on written notice approved by its Board, reduce the geographic area, length
or scope of any  restrictions  contained  in Section 6.01 and,  thereafter,  the
Executive shall comply with the restriction as so reduced, subject to subsequent
reductions.  If any  covenant in Section  6.01 of this  Agreement  is held to be
unreasonable,  arbitrary,  or  against  public  policy,  such  covenant  will be
considered to be divisible with respect to scope, time, and geographic area, and
such lesser scope, time, or geographic area, or all of them, as an arbitrator or
a court of competent jurisdiction may determine to be reasonable, not arbitrary,
and not against  public  policy,  will be effective,  binding,  and  enforceable
against the Executive. In the event of termination of the Executive's employment



                                       9
<PAGE>

with the  Employer  for any  reason,  the  Executive  consents  to the  Employer
communicating  with the Executive's new employer,  any entity in the Business or
through or in connection  with which the Executive is restricted  hereunder,  or
any other party about the restrictions and obligations  imposed on the Executive
under this Agreement.

Article 7:        GENERAL PROVISIONS

         7.01   Injunctive   Relief  and   Additional   Remedy.   The  Executive
acknowledges  that the injury that would be suffered by the Employer as a result
of a breach of the  provisions  of Articles 5 and 6 hereof might be  irreparable
and that an award of monetary damages to the Employer for such a breach would be
an  inadequate  remedy.  Consequently,  the  Employer  will have the  right,  in
addition  to any  other  rights  it may have,  to  obtain  injunctive  relief to
restrain any breach or threatened  breach or otherwise to  specifically  enforce
the provisions of Articles 5 and 6 hereof.

         7.02  Covenants  of  Articles  5 and 6 are  Essential  and  Independent
Covenants.  The  covenants by the  Executive  in Articles 5 and 6 are  essential
elements of this Agreement, and without the Executive's agreement to comply with
such  covenants,  the Employer  would not have  entered  into this  Agreement or
employed or continued  the  employment  of the  Executive.  The Employer and the
Executive have  independently  consulted their respective  counsel and have been
advised in all respects  concerning  the  reasonableness  and  propriety of such
covenants,  with specific regard to the nature of the business  conducted by the
Employer. If the Executive's employment hereunder expires or is terminated, this
Agreement  will continue in full force and effect as is necessary or appropriate
to enforce the covenants and agreements of the Executive in Articles 5 and 6.

         7.03  Representations  and Warranties by the  Executive.  The Executive
represents  and warrants to the Employer  that (a) the Executive has never taken
any  action of the types set forth in  Section  4.03(b)  though  (f) and (b) the
execution  and  delivery by the  Executive of this  Agreement  does not, and the
performance by the Executive of the Executive's  obligations hereunder will not,
with or  without  the  giving of notice or the  passage  of time,  or both:  (i)
violate any judgment, writ, injunction,  or order of any court,  arbitrator,  or
governmental  agency applicable to the Executive;  or (ii) conflict with, result
in the  breach of any  provisions  of or the  termination  of, or  constitute  a
default  under,  any agreement to which the Executive is a party or by which the
Executive is or may be bound.

         7.04  Obligations  Contingent on  Performance.  The  obligations of the
Employer  hereunder,  including its obligation to pay the compensation  provided
for herein,  are contingent upon the Executive's  performance of the Executive's
obligations hereunder.

         7.05 Binding Effect;  Delegation of Duties  Prohibited.  This Agreement
shall inure to the benefit of, and shall be binding upon, the parties hereto and
their  respective  successors,   assigns,   heirs,  and  legal  representatives,
including  any entity with which the  Employer  may merge or  consolidate  or to
which all or substantially  all of its assets may be transferred.  The covenants
of the Executive under this Agreement, being personal, may not be delegated.

         7.06 Notices. All notices, consents,  waivers, and other communications
under this  Agreement  must be in  writing  and will be deemed to have been duly
given when (a) delivered by hand (with  written  confirmation  of receipt),  (b)



                                       10
<PAGE>

sent by facsimile (with written  confirmation of receipt),  provided that a copy
is mailed by registered mail, return receipt requested,  or (c) when received by
the addressee,  if sent by a nationally  recognized  overnight  delivery service
(receipt  requested)  or, (d) mailed by  registered or certified  mail,  postage
prepaid and return receipt requested,  in each case to the appropriate addresses
and facsimile  numbers set forth below (or to such other addresses and facsimile
numbers as a party may designate by notice to the other parties):

If to Employer:            MedSolutions, Inc.
                           12750 Merit Drive
                           Park Central VII, Suite 770
                           Dallas, Texas 75251
                           Attn: Chairman of the Board
                           Facsimile: (972) 931-2550

With a copy to:            Fish & Richardson P.C.
                           5000 Bank One Center
                           1717 Main Street
                           Dallas, Texas 75201
                           Attn: Steven R. Block
                           Facsimile: (214) 747-2091

If to the Executive:       ___________________________________
                           ___________________________________
                           ___________________________________

                           Facsimile:  (___) ___ - ____


With a copy to:            ___________________________________
                           ___________________________________
                           ___________________________________

                           Facsimile: (___) ___ - ____


         7.07 Entire Agreement;  Amendments.  This Agreement contains the entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersedes all prior agreements and understandings, oral or written, between the
parties hereto with respect to the subject matter hereof. This Agreement may not
be amended  orally;  but only by an agreement  in writing  signed by the parties
hereto.

         7.08 Governing  Law;  Venue.  THIS  AGREEMENT  SHALL BE GOVERNED BY AND
CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE  STATE OF TEXAS  WITHOUT  GIVING
EFFECT TO THE CONFLICT OF LAWS RULES OR CHOICE OF LAW RULES  THEREOF.  VENUE FOR
ANY ACTION  BROUGHT  HEREUNDER  SHALL BE PROPER  EXCLUSIVELY  IN DALLAS  COUNTY,
TEXAS.



                                       11
<PAGE>

         7.09  Headings;  Construction.  The  headings  in  this  Agreement  are
provided  for  convenience   only  and  will  not  affect  its  construction  or
interpretation.   All  references  to  "Article,"   "Articles,"   "Section,"  or
"Sections" refer to the corresponding Article, Articles, Section, or Sections of
this Agreement unless otherwise specified. All words used in this Agreement will
be construed to be of such gender or number as the circumstances require.

         7.10  Severability.  If any provision of this Agreement is held invalid
or  unenforceable by an arbitrator or any court of competent  jurisdiction,  the
other  provisions of this  Agreement  will remain in full force and effect.  Any
provision of this Agreement held invalid or unenforceable only in part or degree
will  remain  in full  force  and  effect  to the  extent  not held  invalid  or
unenforceable.

         7.11  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

         7.12 Telecopy  Execution and Delivery.  A facsimile,  telecopy or other
reproduction  of this  Agreement may be executed by one or more parties  hereto,
and an executed  copy of this  Agreement may be delivered by one or more parties
hereto by facsimile or similar electronic  transmission device pursuant to which
the signature of or on behalf of such party can be seen,  and such execution and
delivery shall be considered valid,  binding and effective for all purposes.  At
the request of any party hereto, all parties hereto agree to execute an original
of this  Agreement  as well as any  facsimile,  telecopy  or other  reproduction
hereof.

         7.13 Survival of  Obligations.  The obligations of the Employer and the
Executive  under this Agreement which by their nature may require either partial
or total  performance  after  the  expiration  of the Term  shall  survive  such
expiration.

         7.14  Withholding  and Set  Off.  All  payments  and  benefits  made or
provided under this Agreement  shall be subject to withholding as required under
applicable  law.  The  Employer is further  authorized  to  withhold  and setoff
against any such  payments and benefits any amounts that the  Executive may come
to owe the  Employer,  whether  as a result of any breach of this  Agreement  or
otherwise.

         7.15  Arbitration.  Any controversy or claim arising out of or relating
to this  Agreement,  or  violation  of  this  Agreement,  shall  be  settled  by
arbitration   in  accordance   with  the  Rules  of  the  American   Arbitration
Association, and judgment rendered by the arbitrator may be entered in any court
having jurisdiction thereover. The arbitration shall be conducted in the city of
the  Employer's  principal  executive  office  at the time such  arbitration  is
initiated,  unless otherwise agreed by the parties thereto. The arbitrator shall
be deemed to possess the power to issue mandatory orders and restraining  orders
in connection with such  arbitration;  provided,  however,  that nothing in this
Section  7.15 shall be  construed as to deny the Employer the right and power to
seek and obtain injunctive  relief in a court of competent  jurisdiction for any
breach or  threatened  breach of the  Employer's  agreements  contained  in this
Agreement.


                                       12
<PAGE>

Article 8:        CERTAIN DEFINITIONS

         For  purposes of this  Agreement,  the  following  terms shall have the
meanings indicated below:

         "Affiliate"  shall mean, as to any Person,  any Person  controlled  by,
controlling,  or under common  control  with such Person,  and, in the case of a
Person  who  is an  individual,  a  member  of the  family  of  such  individual
consisting  of  a  spouse,  sibling,  in-law,  lineal  descendant,  or  ancestor
(including by adoption),  and the spouses of any such individuals.  For purposes
of this definition,  "control" (including the terms  "controlling",  "controlled
by" and "under common control with") of a Person means the possession,  directly
or indirectly,  alone or in concert with others, of the power to direct or cause
the direction of the management and policies of such Person, whether through the
ownership of securities, by contract or otherwise, and no Person shall be deemed
in control of another solely by virtue of being a director, officer or holder of
voting  securities  of any  entity.  A Person  shall be  presumed to control any
partnership of which such Person is a general partner.

         "Current Customer" shall mean any Person who is currently utilizing any
product or service  sold or provided by the  Employer or any of its  Affiliates;
any Person who  utilized  any such  product or service  within the  previous  12
months;  and any  Person  with whom the  Employer  or any of its  Affiliates  is
currently conducting negotiations concerning the utilization of such products or
services.

         "Employment  Period"  shall mean the period  during which the Executive
has an  obligation  to render to the Employer all or any portion of the services
described in Section 1.03 of this Agreement.  The Employment  Period shall in no
event, however, extend past the Expiration Date.

         "Person"  shall  have the  meaning  given  in  Section  3(a)(9)  of the
Securities  Exchange Act of 1934,  as amended,  as modified and used in Sections
13(d)(3) and 14(d)(2) of such act.







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                                       13
<PAGE>

         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Agreement as of the date first written above.

                                    EMPLOYER:

                                    MEDSOLUTIONS, INC.


                                    By: /s/ Matthew H. Fleeger
                                    Name: Matthew H. Fleeger
                                    Title: President & CEO

                                    EXECUTIVE:


                                     /s/ Matthew H. Fleeger
                                    -----------------------
                                    [NAME]


















                                       14
<PAGE>

                                    EXHIBIT A
                                    ---------

                         EXECUTIVE TARGET BONUS PROGRAM
                         ------------------------------

If the  Employer's  EBITDA  (defined  as the  sum of  earnings  before  interest
expense,  income tax expense,  depreciation  expense, and amortization  expense)
during any fiscal year during the Employment Period,  beginning with fiscal year
2005,  falls within any EBITDA  target range as set forth below,  the  Executive
shall be granted a bonus (a "Bonus")  in the amount  which  corresponds  to such
target range as also set forth below.  Each Bonus,  if any,  shall be payable to
the  Executive  in the form of a stock  option to purchase a number of shares of
the Employer's common stock, par value $.001 (the "Common Stock"),  equal to the
amount of such Bonus at an exercise price per share of Common Stock equal to the
Fair Market Value (as such term is defined in the  Employer's  2002 Stock Option
Plan or any  successor  plan  thereto) of such Common Stock as of the  effective
date that such option is granted; provided,  however, that in the event that the
Executive  becomes the owner of equity  securities of the Employer  representing
more  than 10% of the  total  combined  voting  power of all  classes  of equity
securities of the Employer,  the exercise  price per share of Common Stock shall
be  equal  to 110% of the  Fair  Market  Value  of such  Common  Stock as of the
effective date that such option is granted;  provided further, however, that the
Executive shall have the option, in his sole discretion, to receive up to 50% of
the amount of any such  Bonus in the form of cash in lieu of such stock  option.
Any Bonus to which the  Executive  is entitled  shall be payable  within 90 days
after the end of the fiscal year to which such Bonus relates.

--------------------------------------------------------------------------------
        EBITDA Target Range                            Bonus Amount
----------------- --------------------------------------------------------------
   At least:        But less than:

----------------- ----------------- --------------------------------------------
   $1,000,000         $1,100,000                          $25,000
----------------- ----------------- --------------------------------------------
   $1,100,000         $1,200,000                          $30,000
----------------- ----------------- --------------------------------------------
   $1,200,000         $1,300,000                          $35,000
----------------- ----------------- --------------------------------------------
   $1,300,000         $1,400,000                          $40,000
----------------- ----------------- --------------------------------------------
   $1,400,000         $1,500,000                          $45,000
----------------- ----------------- --------------------------------------------
   $1,500,000         $1,600,000                          $50,000
----------------- ----------------- --------------------------------------------
   $1,600,000         $1,700,000                          $55,000
----------------- ----------------- --------------------------------------------
   $1,700,000         $1,800,000                          $60,000
----------------- ----------------- --------------------------------------------
   $1,800,000         $1,900,000                          $65,000
----------------- ----------------- --------------------------------------------
   $1,900,000         $2,000,000                          $70,000
----------------- ----------------- --------------------------------------------
   $2,000,000         $2,100,000                          $75,000
----------------- ----------------- --------------------------------------------
   $2,100,000             NA        The  Executive and the Board of Directors of
                                    the Employer, or a duly authorized committee
                                    thereof,  shall  negotiate the amount of the
                                    Executive's  Bonus in good faith;  provided,
                                    however,  that such amount shall in no event
                                    be  less  than  the sum of  $75,000  plus an
                                    additional   $5,000  for  each  $100,000  of
                                    EBIDTA over $2,100,000.
----------------- ----------------- --------------------------------------------

<PAGE>

                                    EXHIBIT B
                                    ---------

                            TERMINATION CERTIFICATION
                            -------------------------

         This is to certify that the undersigned has complied with all the terms
of  the  Employment  Agreement  (the  "Employment   Agreement")  signed  by  the
undersigned with MedSolutions, Inc., a Texas corporation (the "Employer"). It is
further certified that the undersigned does not possess, nor has the undersigned
failed to return to the Executive any  Confidential  Information  (as defined in
the Employment  Agreement).  It is further  certified that the  undersigned  has
destroyed  all  tangible  copies and have  erased any  electronic,  digital,  or
magnetic  representations  or manifestations  of the foregoing.  The undersigned
further  agrees  that,  in  compliance  with  the  Employment   Agreement,   the
undersigned  will preserve as  confidential  all  Confidential  Information  and
information of third parties as provided in the Employment Agreement.


Date:______________________


                                               _________________________________
                                               [Name]






</TEXT>
</DOCUMENT>
