PROXYMED INC /FT LAUDERDALE/
EMPLOYMENT AGREEMENT W/ DAVID E. OLES
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>2
<FILENAME>g88936exv10w10.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT W/ DAVID E. OLES
<TEXT>
<PAGE>
                                                                  Exhibit 10.10


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered on April
14, 2004 by and between ProxyMed, Inc., a Florida corporation (the "Company"),
and David Edward Oles ("Associate").

         WHEREAS, upon the terms and subject to the conditions of this
Agreement, the Company desires to employ the Associate, and Associate is willing
to accept such employment.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth hereinafter and other good and valuable considerations, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Associate
intending to be legally bound agree as follows:

1. TERM. The initial term of the Agreement shall commence on April 26, 2004 (the
"Effective Date"), and shall continue for three (3) years and shall be
automatically renewed from year to year thereafter (hereafter, the initial term
and any renewals thereof shall constitute the "Term"), unless either party
provides the other party with notice of its intent not to renew this Agreement
not less than ninety (90) days nor more than 120 days prior to the expiration of
the then-current term or unless this Agreement is earlier terminated in
accordance with its terms.

2. POSITION; DUTIES; LOYALTY.

         a) POSITION. Associate will be employed by Company and shall render
service to Company as its Vice President, Senior Corporate Counsel and corporate
Secretary, reporting to the Chief Executive Officer or his designees, pursuant
to the terms, provisions and conditions hereinafter set forth. Upon satisfactory
completion of certain criteria established by the Board of Directors or their
designee, six months following the Effective Date, Associate shall be appointed
Senior Vice President, Secretary and General Counsel for such salary and upon
such terms as the Board shall deem appropriate.

         b) DUTIES. Associate shall be employed by Company on a full-time,
exclusive basis and may be required to relocate as a condition of continued
employment. Associate will be required to travel on business, as is customary
and usual for Associate's position. Associate shall perform such duties and have
such authority and responsibilities customarily accompanying his/her position
and as reasonably directed by the Chief Executive Officer of the Company or his
designee consistent with the Associate's position. Associate shall perform the
duties and have the authority and responsibilities customarily accompanying
those of a general counsel of a public company, including without limitations,
those prescribed by the Company's By-laws or as may be assigned to the Associate
from time to time by the Company's Board of Directors.

         c) LOYALTY. Associate shall devote the full working time required for
Associate's position and shall give Associate's best efforts to the business of
the Company and to the performance of the duties and obligations described in
this Agreement. Except as maybe authorized in writing by the CEO of the Company,
Associate shall not, directly or indirectly, alone, or as a partner, officer,
director or shareholder of any other institution, be engaged in any other
commercial activities whatsoever, or continue or assume any other corporate
affiliations except for (i) an Affiliate; (ii) passive investments; and (iii)
minimal time utilized for business activities that do not compete with the
business of the Company or its subsidiaries. As used herein, the term
"Affiliate" shall refer to any entity that is owned or controlled by, under
common ownership or control with, or which owns or controls the Company or any
of its subsidiaries, now or in the future.



<PAGE>

3. COMPENSATION AND EXPENSES.

         a) SALARY. In consideration for the services rendered by the Associate
under this Agreement, Company shall pay the Associate a monthly base salary of
$11,666 per month ("Base Salary") in accordance with the Company's customary
payroll practices. Associate performance reviews (with or without a wage
increase) will be conducted at least annually or as otherwise agreed to by the
parties in writing. The Company shall adjust associate's Base Salary for any
wage increases approved in writing by the Board of Directors or its Compensation
Committee in its sole discretion. As used herein, the term "Base Compensation"
shall refer collectively to (i) Associate's Base Salary, adjusted for any wage
increases, (ii) the Options (as defined in Section 3(b)), (iii) future options
granted pursuant to any Stock Option Plans (as defined in Section 3(b)), (iv)
any Bonuses, (v) any bonuses to which Associate may be entitled pursuant to any
Bonus Plan, (vi) Vacation; and (vii) Benefits.

         b) STOCK OPTIONS. Associate will receive an initial stock option
agreement, in the form attached hereto as Exhibit A and incorporated herein by
reference, which shall have a ten (10) year term, and which shall allow
Associate to purchase up to 4,000 shares of ProxyMed common stock (the "Stock
Options") at its fair market value defined as the price at which common stock is
reported to have traded on the NASDAQ System at the close of business on the
Effective Date. The options will vest over a three (3) year period as follows:
1/3 on the first anniversary, 1/3 on the second anniversary, and 1/3 on the day
before the third anniversary of Associate's employment. The Stock Options
granted hereunder shall be governed exclusively by and issued in accordance with
the terms of the applicable Company stock option plan attached hereto as Exhibit
B and incorporated herein by reference.

         c) BONUS OPPORTUNITY. The Associate may earn bonuses of up to
twenty-five per cent (25%) of Base Salary, and other bonuses as may be awarded
from time to time at the discretion of the Compensation Committee or the Board
of Directors of the Company or pursuant to an Incentive Compensation Plan (as
defined herein) (the "Bonuses"). As otherwise agreed to by the parties in
writing, the Company and Associate shall negotiate an incentive compensation
plan with objective performance criteria (the "Incentive Compensation Plan"),
which will be incorporated into this Agreement at the time it is placed into
effect. The Company reserves the right to pay Bonuses in cash, in ProxyMed
common stock, or in stock options of ProxyMed, or a combination of any or all of
the above.

         c) EXPENSES. Company shall promptly pay or reimburse the Associate for
all reasonable business expenses actually incurred or paid by the Associate in
the performance of Associate's services hereunder in accordance with the
policies and procedures of the Company, provided that Associate properly
accounts therefor.

         d) TAX WITHHOLDING. The Company shall have the right to deduct or
withhold from all compensation due Associate hereunder any and all sums
required, including without limitation for Federal income, social security and
Medicare taxes and all state and local taxes now applicable or that may be
enacted and become applicable in the future.

         e) SPECIAL EXPENSES. Should the Company relocate its Fort Lauderdale
headquarters out of the State of Florida, and the Company requires the Associate
to relocate, then the Company shall reimburse Associate the reasonable and
customary expenses or costs related to Associate's relocation thereto in
accordance with then-applicable Company policy or any other amount authorized in
writing in advance by either the Company's CEO, COO or CFO. Such relocation
expenses shall be capped at $5,000.00, net of a one time "gross up" of 30% for
estimated federal and/or state withholding and other payroll related taxes. In
addition to the foregoing, the Company shall reimburse the Associate for all of




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<PAGE>

his fees directly related to the filing, preparing, taking, and maintaining
membership to the relevant state bar, including professional CLE requirements.

4. BENEFITS.

a) VACATION. The Associate shall be entitled to a yearly vacation of three (3)
weeks during the first year of this Agreement, and thereafter such additional
time as may be provided by the Company in writing in its then-current policies
or otherwise, at full pay to be accrued and taken in accordance with the
Company's policies in effect from to time ("Vacation"). Vacation shall accrue
ratably during each calendar year in accordance with Company policies. Vacation
not taken in one calendar year may be carried over to the following calendar
year subject to any limitations set forth in the Company policies in effect from
time to time. Associate shall not be entitled to receive any additional
compensation from the Company for Associate's failure to take all of Associate's
granted vacation time. In the event Associate's employment is terminated
pursuant to Section 5(b) below, any vacation time used but not earned at the
time of termination shall be deducted from any monies owed to Associate.

         b) PARTICIPATION IN BENEFIT PLANS. Associate shall be eligible for and
entitled to receive all other benefits and perquisites ("Benefits") offered or
extended to other Vice Presidents of the Company.

5. TERMINATION.

         a) INVOLUNTARY TERMINATION FOR DEATH OR DISABILITY. This Agreement
shall terminate immediately upon Associate's death. The Company may terminate
Associate's employment with the Company for Disability. For purposes of this
Agreement, "Disability" is defined to mean the inability of Associate due to
illness or physical or mental infirmity (as determined by a physician selected
by Associate and acceptable to the Company) to perform Associate's duties
hereunder on a full-time basis for six (6) consecutive months with reasonable
accommodation by the Company. Upon termination due to death or Disability,
Associate or Associate's beneficiary or estate or legal representative shall be
entitled to receive the amounts payable under Section 5(c).

         b) TERMINATION BY COMPANY FOR CAUSE. The Company may terminate
Associate's employment with the Company at any time "For Cause" effective
immediately, unless stated otherwise in writing, upon giving written notice
thereof to Associate, which notice shall state with reasonable specificity the
facts supporting the termination "For Cause." "For Cause" shall include the
following:

                  (i) Conviction of, or pleading guilty to, a felony or any
crime involving moral turpitude, fraud, dishonesty or theft or engaging in any
act which is a violation of any law or regulation protecting the rights of
employees or

                  (ii) Failure by Associate to satisfactorily perform the duties
stated herein or to substantially perform such duties in accordance with any
tasks, goals, and objectives as assigned from time to time by the Company in
writing, if Associate has not corrected or remedied, or has not commenced to
correct or remedy, such unsatisfactorily or non-substantial performance of such
specified duties within thirty (30) days (or such other time as may be provided
in writing by the Company) of Associate's actual receipt of such written notice;
or

                  (iii) Associate's gross negligence or willful misconduct
relating to the Company that is materially injurious to the Company; or



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                  (iv) Associate's excessive use of alcohol or illegal drugs
that (A) interferes with the performance of Associate's duties hereunder and (B)
continues even after written warning regarding such excessive use is actually
received by Associate; or

                  (v) Associate's abandonment of his position or termination of
this Agreement for "No Good Reason;" or

                  (vi) Any material breach by Associate of this Agreement or of
any of the Company's applicable written policies then in effect, including
without limitations, the Company's Code of Ethics for Officers and Directors
with written notice thereof by the Company, provided such notice is actually
received by Associate and an appropriate period to cure such material breach, if
such breach is curable, is given and has expired.

         Upon the Company's termination of this Agreement and Associate's
employment For Cause, the Associate shall be entitled to, and the Company shall
pay the Associate the following "For Cause Separation Pay": the Associate's Base
Salary and benefits through the effective date of termination at the Associate's
then current rate (including any applicable pro rated bonus and accrued vacation
pay). Except as provided for herein or in any other written agreement, the
Company shall have no other liabilities or obligations to Associate upon payment
in full of the For Cause Separation Pay.

         c) TERMINATION BY COMPANY WITHOUT CAUSE. The Company may terminate
"Without Cause" Associate's employment with the Company or this Agreement at any
time for any or no reason. Such termination by Company shall be deemed to be
"without cause" by the Company. In the event of termination by the Company
pursuant to this Section, Associate shall execute a full and complete release of
any and all claims against the Company in a form satisfactory to the Company, in
which event, for a period of three (3) months commencing from the effective date
of termination, the Associate shall be entitled to and shall receive, and the
Company shall pay the following "Without Cause Separation Pay": (i) An amount
equal to Associate's Base Salary as of the date of termination; plus (ii) a pro
rata portion of any accrued vacation not already taken and of any bonus that
would have been paid to Associate under any bonus plan which is adopted by the
Company's Compensation Committee or Board of Directors in such year if the
Company and Associate had met the targeted goals to the date of termination;
plus (iii) the continuation for three (3) months from the effective date of
termination of all of Associate's benefits including, without limitation, all
insurance plans, on the same terms and conditions as had been provided to
Associate prior to the termination, all of the foregoing which shall be payable
in accordance with the Company's customary payroll practices then in effect;
plus (iv) the immediate vesting of all granted options that have not already
expired. Associate shall also be entitled to receive Without Cause Separation
Pay if the Company terminates Associate's employment for taking action deemed
reasonably necessary by Associate under the Fair Labor Standards Act, the False
Claims Act, the Sarbanes Oxley Act of 2002, and any other law applicable to the
conduct of Company's business.

         d) TERMINATION BY ASSOCIATE FOR GOOD REASON. Associate may terminate
this Agreement for "Good Reason" by giving the Company thirty (30) days prior
written notice (the "Notice Period)] to that effect, specifically stating
Associate's Good Reason for terminating in sufficient detail to allow the
Company to respond effectively to the notice, with the termination becoming
effective on the 31st day after such notice is actually received by the Company
(the "Termination Date"), unless the Company at its option cures any alleged
breach, if curable, on or before the Termination Date, or if the breach is not
capable of being cured within the Notice Period, Company made good faith efforts
to cure any alleged breach prior to the Termination Date. The stated Good Reason
must be one or more of any of the reasons



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<PAGE>

defined as a "Good Reason" herein. As used in this Agreement, a "Good Reason"
means termination by Associate only for any one or more of the following
reasons:

                  (i) Any reduction of Associate's then-current Base Salary
without Associate's prior written consent; or

                  (ii) Any material breach of this Agreement by the Company, not
cured or in the process of being cured by the Company as provided herein after
the Company receives not less than 30 days prior written notice by the
Associate.

                  An Associate's termination for any of the foregoing Good
Reasons shall be treated the same as a termination "Without Cause" by the
Company for purposes of calculating separation pay, entitling the Associate to
the Without Cause Separation Pay set forth in Section 5(c).

         e) TERMINATION BY ASSOCIATE FOR NO GOOD REASON. Associate may terminate
this Agreement for any reason (other than a Good Reason) or no reason at any
time with not less than thirty (30) days prior written notice to the Company
(such termination shall be called a termination for "No Good Reason"). After the
Company receives notice of a termination for No Good Reason, the Company may by
written notice to the Associate cause the effective date of any such termination
to be accelerated without causing such termination to be considered a
termination by the Company Without Cause. Associate's termination for No Good
Reason shall be treated the same as a termination "For Cause" by the Company for
purposes of calculating separation pay, entitling the Associate to the For Cause
Separation Pay set forth in Section 5(b). For avoidance of doubt, a termination
by Associate for any reason that is also a Good Reason shall be treated as a
termination by Associate for Good Reason as set forth in Section 5(d).

         f) RETURN OF COMPANY PROPERTY. Upon any termination of this Agreement,
Associate shall immediately return to the Company all property of the Company in
Associate's possession, including Confidential Information (as defined below).
Associate acknowledges that the Company may withhold any compensation and
benefits owed to Associate hereunder until all such property is returned in good
condition, normal wear and tear excepted.

         g) CHANGE IN CONTROL. If, within ninety (90) days prior to a Change of
Control, as defined in Associate's Stock Option Agreement, the Agreement
terminates for any reason (other than pursuant to Section 5(b) or (e) above),
then, (i) any unvested options shall vest as of the date of the Change of
Control and shall remain vested and exercisable as specified in Associate's
Stock Option Agreement, and (ii) Associate shall receive, and the Company shall
pay the Associate, the "Without Cause Separation Pay" set forth in Section 5(c)
above.

6. COVENANTS OF ASSOCIATE.

         a) Associate agrees that during the Term of this Agreement and for one
(1) year following its expiration or termination for any or no reason, including
without limitation, "For Cause", "Without Cause", "For Good Reason", or "No Good
Reason", Associate will not, directly or indirectly, without the prior written
consent of the Company, induce or solicit any person employed or hereafter
employed by the Company to leave the employ of the Company, or solicit, recruit,
hire or attempt to solicit, recruit or hire any person employed by the Company.

         b) Associate agrees that for a period of three (3) years after the
expiration or termination of this Agreement for any or no reason, including
without limitation, "For Cause", "Without Cause", "For



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<PAGE>

Good Reason", or "No Good Reason", Associate will not, directly or indirectly,
without the prior written consent of the Company, solicit or attempt to solicit,
divert or take away, or attempt to divert or take away, Customers or their
laboratory business from the Company and/or the Company's then-current
Affiliates. As used in the preceding sentence, the term "Customer" shall
include, however known to Associate as of the date of such termination or
expiration, (i) any current end-user of the Company's or its then-current
Affiliates' products or services, or any potential end-user thereof with whom
the Company or its then-current Affiliates have had contact with within the
preceding six (6) months; (ii) any current suppliers of the Company's or its
then-current Affiliates; and/or (iii) vendor of the Company or its then-current
Affiliates or reseller of the Company or its then-current Affiliates; and/or
(iv) their Affiliates, successors or assigns.

         c) Associate agrees and acknowledges that Associate will disclose
promptly to the Company every discovery, improvement and invention made,
conceived or developed by Associate during the entire period of employment
(whether or not during working hours) which discoveries, improvements or
inventions are capable of use in any way in connection with the business of the
Company. To the fullest extent permitted by law, all such discoveries,
inventions and improvements will be deemed works made-for-hire. Associate grants
and agrees to convey to Company or its nominee the entire right, title and
interest, domestic and foreign, which Associate may have in such discoveries,
improvements or inventions, or a lesser interest therein, at the option of
Company. Associate further agrees to promptly, upon request, sign all
applications for patents, copyrights, assignments and other appropriate
documents, and to perform all acts and to do all things necessary and
appropriate to carry out the intent of this section, whether or not Associate is
still an employee of the Company at the time of such requests.

         d) Associate agrees and acknowledges that the Confidential Information
of the Company is valuable, special and unique to its business, that such
business depends on such Confidential Information, and that the Company wishes
to protect such Confidential Information by keeping it confidential for the
exclusive use and benefit of the Company. Based on the foregoing, Associate
agrees to undertake the following obligations with respect to such Confidential
Information:

                  (i) Associate agrees to keep any and all Confidential
Information in trust for the use and benefit of the Company;

                  (ii) Associate agrees that, except as required by Associate's
duties or authorized in writing by the Company, Associate will not at any time
during and for a period of three (3) years after the termination of Associate's
employment with the Company, disclose, directly or indirectly, any Confidential
Information of the Company to any third party; except as may be required by
applicable law or court order, in which case Associate shall promptly notify
Company so as to allow it to seek a protective order if it so elects;

                  (iii) Associate agrees to take all reasonable steps necessary,
or reasonably requested by the Company, to ensure that all Confidential
Information of the Company is kept confidential for the use and benefit of the
Company and its subsidiaries; and

                  (iv) Associate agrees that, upon termination of Associate's
employment by the Company or at any other time the Company may in writing so
request, Associate will promptly deliver to the Company all materials
constituting Confidential Information (including all copies and derivatives
thereof) that are in the possession of or under the control of Associate.
Associate further agrees that, if requested by the Company to return any
Confidential Information pursuant to this Subsection (iv), Associate will not
make or retain any copy or extract from such materials.



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<PAGE>

                  For the purposes of this Section 6(d), "Confidential
Information" means any and all information, including derivative works,
developed by or for the Company or entrusted to the Company in confidence by its
customers, of which Associate gained knowledge by reason of Associate's
employment by the Company, which is not generally known in any industry in which
the Company is or may become engaged, but does not apply to information which is
generally known to the public or the trade, unless such knowledge results from
an unauthorized disclosure by Associate. Confidential Information includes, but
is not limited to, any and all information developed by or for the Company
concerning plans, marketing and sales methods, materials, processes, business
forms, procedures, devices used by the Company, its suppliers and customers with
which the Company had dealt with prior to Associate's termination of employment
with the Company, plans for development of new products, services and expansion
into new areas or markets, internal operations, and any trade secrets,
proprietary information of any type owned by the Company, together with all
written, graphic and other materials relating to all or any part of the same.
The Company will receive all materials, including, software programs, source
code, object code, specifications, documents, abstracts and summaries developed
in connection with Associate's employment. Associate acknowledges that the
programs and documentation developed in connection with Associate's employment
with the Company shall be the exclusive property of the Company, and that the
Company shall retain all right, title and interest in such materials, including
without limitation patent and copyright interests. Nothing herein shall be
construed as a license from the Company to Associate to make, use, sell or copy
any inventions, ideas, trade secrets, trademarks, copyrightable works or other
intellectual property of the Company during the Term of this Agreement or
subsequent to its termination.

         e) Associate acknowledges that there is no general geographical
restriction contained in this Section 6(d) because the Company's and/or
Affiliates' Customers are not confined to one geographical area or operate on a
national level. Notwithstanding the foregoing, if a court of competent
jurisdiction were to determine that any of the foregoing covenants would be held
to be unreasonable in time or distance or scope, the time or distance or scope
may be reduced by appropriate order of the court to that deemed reasonable.

         f) Associate confirms that Associate is not bound by the terms of any
agreement with any previous Company or other party which restricts in any way
Associate's use or disclosure of information or Associate's engagement in any
business, except as Associate may disclose in a separate schedule attached to
this Agreement prior to Company's and Associate's execution of this Agreement.
Further, Associate represents that Associate has delivered to the Company prior
to executing this Agreement true and complete copies of any agreements disclosed
on such attached schedule. Associate represents to the Company that Associate's
execution of this Agreement, employment with the Company and the performance of
Associate's proposed duties for the Company will not violate any obligations
Associate may have to any such previous Company or other party. In any work for
the Company, Associate will not disclose or make use of any information in
violation of any agreements with or rights of any such previous Company or other
party, and will not bring to the premises of the Company any copies or other
tangible embodiments of non-public information belonging to or obtained from any
such previous employment or other party. In the event of breach of this
subsection (f) Associate hereby agrees to defend, indemnify and hold harmless
ProxyMed, its officers, directors, employees, agents (the "Indemnified Parties")
from any and all damages, suits, claims, liabilities, actions (individually and
collectively, the "Indemnity Event") arising or resulting from such breach. In
the event of any Indemnity Event, the Indemnified Parties shall provide
Associate with timely written notice of same, and thereafter Associate shall at
its own expense defend, protect and hold harmless the applicable Indemnified
Parties against said Indemnity Event. If the Associate shall fail to so defend
and/or indemnify and save harmless the Indemnified Parties, then in such
instance the Indemnified Parties shall have full rights to defend, pay



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or settle said Indemnity Event on their behalf without notice to Associate and
with full rights to recourse against Associate for all fees, costs, expenses and
payments made or agreed to be paid to discharge said Indemnity Event.

         g) ASSISTANCE IN LITIGATION. Associate shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which the Company is, or
may become, a party either during or after Associate's employment with the
Company.

         h) INJUNCTIVE RELIEF.

i) Associate acknowledges and agrees that the covenants and obligations
contained in this Section 6 relate to special, unique and extraordinary matters
and that a violation of any of the terms of this Section will cause the Company
irreparable injury for which adequate remedies at law are not available.
Therefore, Associate agrees that the Company shall be entitled (without having
to post a bond or other surety) to an injunction, restraining order, or other
equitable relief from any court of competent jurisdiction, restraining the
Associate from committing any violation of the covenants and obligations set
forth in this Section 6.

                  ii) The Company's rights and remedies under this Section 6 are
cumulative and are in addition to any other rights and remedies the Company may
have pursuant to the specific provisions of this Agreement and at law or in
equity.

7. MISCELLANEOUS.

         a) ATTORNEY'S FEES. In the event a proceeding is brought to enforce or
interpret any part of this Agreement or the rights or obligations of any party
to this Agreement, each party shall pay their own fees and expenses, including
reasonable attorney's fees and costs

         b) SUCCESSORS AND ASSIGNS. This Agreement and the benefits hereunder
are personal to the Company and are not assignable or transferable by the
Associate. Subject to the foregoing, this Agreement shall be binding upon and
inure to the benefit of the Company and the Associate, and the Associate's heirs
and legal representatives, and the Company's successors and assigns.

         c) GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the law of the State of Florida, without regard to the
application of Florida's principles of conflict of laws.

         d) ARBITRATION. Except for disputes relating to Section 6(d) of this
Agreement or any injunctions, any and all disputes or controversies that shall
arise under or in connection with this Agreement or in any other way related to
Associate's employment by the Company, including termination of employment,
shall be submitted to a panel of three arbitrators under the National Rules for
the Resolution of Employment Disputes of the American Arbitration Association
then in effect. The parties hereby acknowledge that the Federal Arbitration Act
takes precedence over any state arbitration statutes, rules and regulations.
Each of the arbitrators shall be qualified and experienced in employment related
matters with at least one arbitrator being a licensed attorney. The arbitrators
must base their determination solely on the terms and conditions of this
Agreement and the law in the State of Florida. The arbitrators shall have the
authority to award any remedies that a court may order or grant, except that
they will have no authority to award punitive damages or any other damages not
measured by the prevailing party's actual damages, and may not, in any event,
make any ruling, finding or award that does



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not conform to the terms and conditions of this Agreement. Arbitration shall be
held either in Fort Lauderdale, Florida, and the parties hereby agree to accept
service of process served in accordance with the Notices provision of this
Agreement and in the personal jurisdiction and venue as set out herein. Both
parties expressly covenant and agree to be bound by the decision of the
arbitrators as the final determination of the matter in dispute. Judgment upon
the award rendered by the arbitrators may be entered into any court having
jurisdiction thereof.

         e) NOTICES. All notices and other communications required or permitted
to be given under this Agreement shall be in writing and shall be deemed to have
been given if delivered personally or sent by certified mail, return receipt
requested, postage prepaid, to the parties to this Agreement addressed to the
Company's then-current CEO at its then principal office, as notified to
Associate, or to the Associate at Associate's most current address as shown in
Associate's personnel file, or to either party hereto at such other address or
addresses as Associate or it may from time to time specify for such purposes in
a notice similarly given.

         f) MODIFICATION; WAIVER. No provisions of this Agreement may be
modified, waived or discharged unless such modification, waiver or discharge is
approved by a duly authorized officer of the Company and is agreed to in a
writing signed by the Associate and such officer. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.

         g) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not control or affect the meaning or construction of
this Agreement.

         h) VALIDITY. The invalidity or unenforceability of any one or more
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.

         i) SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses or sections contained in this Agreement shall not
affect the enforceability of the remaining portions of this Agreement or any
part thereof, all of which are inserted conditionally on their being valid in
law, and if any one or more of the words, phrases, sentences, clauses or
sections contained in this Agreement shall be declared invalid, this Agreement
shall be construed as if such invalid word or words, phrase or phrases, sentence
or sentences, clause or clauses, or section or sections had not been inserted.

         k) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         l) SURVIVING PROVISIONS. Any portion of this Agreement which by it
nature survives the termination of this Agreement, including Section 6, shall
survive the termination of this Agreement.

         m) ENTIRE AGREEMENT. Except as modified by this Agreement, all of
Associate's benefits and obligations are as set forth in the Company's policies
in effect from time to time. Other than the Company's policies in effect from
time to time, as modified herein, no agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party, which are not set forth expressly in this Agreement.
This Agreement constitute the final and entire agreement between the parties,
and supercedes all prior written and oral agreements, understandings, or
communications with respect to the subject matter of this Agreement.



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<PAGE>

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

PROXYMED, INC.                              ASSOCIATE



By: /s/ Nancy J. Ham                        By: /s/ David E. Oles
    -----------------------------------         --------------------------------
    SIGNATURE                                   SIGNATURE

Print Name: Nancy J. Ham                        Print Name: David E. Oles
            ---------------------------                     --------------------






                                       10

</TEXT>
</DOCUMENT>
