11-08-09 PHYSICIAN EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 8 th day of November 2009, by and between Inpatient Medical Services PLLC ("Group"), a New York professional limited liability company, and Tariq Ahmad, M.D. ("Physician"). WHEREAS, Group has entered and/or will in the future into arrangements to provide hospitalist services to certain hospitals, persons, facilities and entities on a case-by-case basis. WHEREAS, Group desires to employ Physician to provide professional hospitalist services at all facilities and entities for which Group may have responsibility, pursuant to the reasonable direction of Group all under the terms and conditions set forth herein. WHEREAS, Physician is qualified to provide professional hospitalist services to all such facilities and entities and desires to do so under the terms and conditions set forth herein. NOW, THEREFORE, in lieu of any and all previous agreements, whether oral or written, and in consideration of the Recitals and the mutual covenants and agreements set forth in this Agreement, the parties agree as follows: 1.0 EMPLOYMENT. 1.1 Employment. Group hereby employs Physician and Physician hereby accepts

employment as a physician specializing in the practice of hospitalist medicine with Group on the terms and conditions set forth in this Agreement. Physician represents to Group that (i) Physician is licensed to practice medicine in the State of New York, (ii) there are no proceedings or investigations presently pending, the outcome of which could suspend or revoke the license to practice medicine in New York, (iii) Physician is certified or eligible to be certified in internal medicine by the American Board of Internal Medicine or the American Osteopathic Board of

Internal Medicine and/or in family practice by the American Board of Family Practice or the American Osteopathic Board of Family Practice (ABoard Certified@), or is eligible to become Board Certified, (iv) Physician is qualified and experienced to practice in the medical specialty of hospitalist medicine, and (v) Physician has privileges and medical staff membership at Kaleida Health and specifically at Millard Fillmore Hospital Gates Circle. 2.0 TERM AND TERMINATION. 2.1 Term. The term of this Agreement shall commence on "December 16, 2009 (the AEffective Date@) and continue for one (1) year through December 16, 2010. This Agreement shall automatically renew for subsequent renewal terms of one (1) year at the conclusion of the then-current term of this Agreement, unless either party gives written notice of non-renewal to the other party at least sixty (60) days prior to the termination date 2.2 Termination. Notwithstanding the foregoing, and in addition to the termination

provisions stated elsewhere herein, this Agreement may be terminated by a two-thirds (2/3) vote of the Group=s members (except for Sections 2.2(A), (B), (E), (F) and (J) which shall not require a vote) upon the happening of any of the following events. Unless an alternative timetable is noted, termination on the stated grounds is immediate: (A) (B) upon the death of Physician; upon the disability of Physician. For purposes of this subsection, ADisability@ shall mean a condition, physical, mental or emotional in origin, which constitutes a long-term disability under the disability insurance policy covering Physician. Unless a dispute resolution process is otherwise prescribed in the disability insurance policy with respect to Physician, if Physician and Group cannot agree as Page 2

to whether Physician is disabled, Physician and Group shall select an appropriate medical specialist who shall not be a physician employed by Group who shall make the determination of Disability, and whose determination shall be binding upon all parties to this Agreement. If Physician and Group cannot agree upon such a specialist, Physician and Group shall each select a separate medical specialist and those specialists so selected shall select a third medical specialist, whose determination shall be binding upon all parties to this Agreement. Group shall bear all costs incident to obtaining specialty medical examination hereunder; (C) upon Physician=s failure to comply with a clear management directive of the Group that is reasonable under the circumstances after being advised that failure to comply may be grounds for termination including but not limited to Board directives pursuant to Section 4.6 of this Agreement and/or Physician=s failure to fulfill his/her responsibilities in whole or in part pursuant to Section 3.0 of this Agreement or otherwise; (D) upon Physician, in public or private, taking any action or actions clearly contrary to the best interests of Group which result in exposing Group to any substantial business or professional liability risk or loss of business including but not limited to Physician=s violation of the non-compete provisions set forth in Section 3.7 of this Agreement; (E) upon termination or non-renewal of any of Group=s contracts to provide hospitalist services to certain persons, facilities or entities for any reason;

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(F)

upon the Physician=s disqualification to practice medicine in the State of New York;

(G)

if the Physician is not currently Board Certified, upon the Physicia n= s failure to become Board Certified within two (2) years from the date hereof;

(II)

upon the Physician=s fraud, gross negligence, repeated acts of negligence or, material misrepresentation;

(I)

Upon thirty (30) days= written notice to the other party in the event of the other party=s breach of a material term or condition of this Agreement (unless the party that has breached this Agreement has cured the breach within fourteen (14) days of written notice specifying the nature of the breach. This Agreement=s material terms and conditions include, but are not limited to, the provisions contained in Section 3,0 and 4.0;

(J) (K)

by the dissolution of Group; or upon recommendation of the Peer Review Committee made in accordance with Section 4.7 of this Agreement and with sixty (60) days notice.

(L)

Any loss, suspension or restriction of, or failure to obtain or renew, medical staff privileges at any hospital or other facility if such privileges are determined by the Group, in its sole discretion, to be reasonably necessary with respect to the Physician=s services on behalf of Group.

2.3

Payment of Services Upon Termination. In the event of termination, payments for

compensation and vested rights to fringe benefits shall be prorated to the date of termination; provided, however, that Group shall make available to Physician continuation coverage for Page 4

certain benefits as required by the Consolidated Omnibus Budget Reconciliation Act. Group shall have no further liability to Physician hereunder, whether for salary, benefits, incentive compensation, bonuses or otherwise, other than for salary and benefits (but not incentive compensation or bonuses) accrued and expenses properly incurred through the date of termination or contract non-renewal. 2.4 Severance Payment. In the event of a termination of this Agreement pursuant to Section 2.2 as to any physician for any reason, Group shall pay a severance payment equal to the amount of one (1) month of the Physician=s salary, payable in a reasonable time and manner as determined by the Group. 2.5 Release from Liabilities. For and in consideration of the amounts to be paid by

Group to Physician pursuant to Section 2.3 and, where applicable, Section 2.4, of this Agreement, Physician hereby agrees to release and forever discharge Group and Group=s predecessors, successors, assigns, employees, shareholders, officers, directors, agents, subsidiaries, divisions and affiliated corporations, from any and all claims, demands, causes of action, obligations, damages, costs, expenses, attorney=s fees and liabilities of any nature whatsoever whether or not now known, suspected or claimed which Physician had, has or may have had against Group, including but not limited to, any contract or tort claim under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Rehabilitation Act, the Employment Retirement Income Security Act and the New York Workers= Compensation Act, or any other federal, state or local law, regulation, ordinance or executive order.

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3.0 RESPONSIBILITIES OF PHYSICIAN. 3.1 Job Description. (A) Physician shall render hospitalist services on behalf of Group at times

scheduled by Group at such place or places and in such scope, quantity and manner as the Group may direct and follow the directions of the Group in all matters related to professional duties. Physician shall comply with all rules and regulations of Group, comply with all practice standards and guidelines developed by the Board pursuant to Section 4.6 of this Agreement and otherwise and perform all duties in the manner determined by Group; provided, however, that Group shall not require performance of any duties which violate any law or ethical principle of hospitalist or medicine. Physician shall use Physician=s best efforts to further the practice of Group, act consistently in the best interests of Group and of each member of Group, and enhance Group=s standing among members of the medical profession and present or prospective patients. (B) All income and fees that Physician earns during the term of this

Agreement from the practice of hospitalist medicine shall belong to Group, except for income Physician receives from teaching, publishing, research grants, expert witness work and other activities that are not directly related to patient care or the provision of professional services to patients (collectively AExternal Activities@), provided that (i) the External Activities do not interfere with the duties of Physician as an employee of Group as solely determined by the Group, and (ii) the Physician provides prompt advance written notice of the details (e.g., type, time involved, parties involved, etc.) to the Group. Group shall not be liable for any acts of negligence or malpractice committed by the Physician with respect to any External Activities

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regardless of the extent or nature of said External Activities or whether the Physician provided the required notice and/or obtained the required Group approval. (C) During the term of Physician=s employment with Group, Physician shall

not engage in the provision of medical services or any related activities which competes with Group directly or indirectly or which interferes with the proper performance of Physician=s obligations under this Agreement. 3.2 Standard of Care. Physician shall provide hospitalist services of a type and

quality which equal or exceed the standard of care in the community. Nothing in this paragraph 3.2 shall affect coverage under any professional liability insurance or be deemed to provide rights or remedies with respect to any person nor a party to this Agreement. 3.3 Medical Staff and Licensure. Physician shall maintain privileges on the medical

staff of at least one of the hospitals for which Group provides hospitalist services, and at such other hospitals as Group may reasonably direct. 3.4 Continuing Medical Education. Physician shall maintain updated hospitalist skills

by regularly participating in appropriate continuing medical education activities as determined by Group. Physician is required to complete thirty (30) hours of Continuing Medical Education activities per year. 3.5 Reports and Medical Records. Physician shall complete all reasonably required

medical records and other documentation as may be reasonably required by Group in a timely fashion, in compliance with any templates for reporting cases, terminology in reports and other guidelines developed by the Group and in compliance with the requirements of any hospital where Physician is providing services for Group. Physician shall reasonably assist Group at Page 7

Group=s sole cost in the billing for and collection of fees for the provision of professional services under this Agreement. 3.6 Agreement to Not Bind Nor Damage Group. Physician acknowledges that

decisions regarding the business operations of Group are only to be made in accordance with the Group=s Operating Agreement. Physician shall not take any individual action that purports to bind Group nor that is inconsistent with the bests interests of Group. Group shall be bound only by decisions made and agreements executed in accordance with the requirements of the Group Operating Agreement. Physician further acknowledges that Group has generated and will continue to generate significant good will and reputation with its current and prospective clients (including but not limited to Millard Fillmore Hospital) patients, third-party payors and referring surgeons, that such goodwill and reputation is valuable to Group and that Group has expended significant funds, time and other resources to develop this reputation and goodwill. Physician further acknowledges that this reputation and goodwill may be damaged if disparaging remarks are made about Group or persons associated with Group to clients, patients, payors and outside physicians. Accordingly and in accordance with Physicia n= s duty of loyalty to Group, Physician shall refrain from making such disparaging remarks and shall utilize the process set forth in Section 4.7 of this Agreement to voice any complaints or concerns he or she has concerning Group or any person associated with Group. 3.7 Covenant Not to Compete. Both during the term of this Agreement and in the

event of the termination of this Agreement for any reason whatsoever (except for termination under Section 2.2(A), 2.2(B), 2.2(E) or 2.2(J)), Physician may not solicit work or personnel away from Group for a period of one (1) year. The exception pertaining to Section 2.2(E) shall not Page 8

apply if Physician took any steps to cause the termination or non-renewal of Group=s contract. Nor during the term of this Agreement nor for one (1) year after shall Physician directly or indirectly induce or attempt to influence any organization or entity that has a contractual relationship with Group to terminate such relationship, or to the extent such relationship terminates for any reason, prevent or attempt to prevent the re-establishment of the relationship. Physician may not practice hospitalist medicine within fifteen (15) miles of any Group office nor within fifteen (15) miles of any hospital where Group provides services, neither during the term of this Agreement nor for a period of one (1) year. Physician may not work at any hospital or for any other entity with which Group has an agreement, other than as an employee of Group, both during the term of this Agreement and for one (1) year after. Violation of this covenant by Physician will entitle Group to injunctive or other relief, including damages, in a court of competent jurisdiction. If the period of time or the scope of non-competition herein specified is adjudged unreasonable in any court proceeding, then the period of time or scope shall be reduced as is deemed necessary by the Court to allow this covenant to be enforced during such period of time as is determined to be reasonable. 3.8 Renewal or New Contracts. All contract renewals and new business opportunities

that may arise to Physician from the Effective Date of this Agreement shall be immediately assigned to Group. Physician shall not renew or enter into any arrangements individually. 3.9 Assignment of Existing Business Arrangements. Physician shall use good faith

efforts to transfer and/or assign all existing business arrangements into Group within one (1) year of the Effective Date of this Agreement. Physician shall fully cooperate with all decisions of the

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Group pertaining to such transfer or assignment and shall not take any action to undermine or compromise the efforts of the Group. 3.10 Confidentiality. The Physician shall not, directly or indirectly, at any time during the term of this Agreement, including any extensions thereto, and at any time thereafter, and without regard as to when or for what reason, if any, this Agreement shall terminate, use or permit the use of any confidential information of Group and its affiliates, including, but not limited to patents, trademarks, copyrights, trade names, trade secrets, know-how, formulae, specifications, processes, inventions, media, documents, articles, test results, manner of identification, decals, advertising material, promotional items, sample contracts, patient records, patient lists, pricing information, information related to personnel, operations, financial information, or other proprietary information (collectively, AConfidential Information@), and Physician shall not divulge any Confidential Information to any person, firm, corporation or entity whatsoever, except as may be necessary in the performance of the Physician=s duties. 3.11 Return of Confidential Information. Upon the termination of this Agreement, Physician (a) shall immediately and forever thereafter cease to solicit business or to represent in any manner that he is associated with Group; (b) shall return or cause to be returned to Group, all Confidential Information and any other materials which may have been furnished by Group in connection with the performance of Physician=s duties; (c) shall cause all electronic copies, reproductions, and back-up copies of Confidential Information, stored in any format (including, without limitation, networks, hard-drives, diskettes, CD-Roms, DVDs, memory cards, tapes, and any other electronic storage format), to be destroyed. Return of these materials by Physician shall not be subject to payment or other conditions imposed by Physician. Page 10

4.0 RESPONSIBILITIES OF GROUP. 4.1 Base Salary. Group shall, during the term of this Agreement, pay Physician

compensation at the rate per annum set forth on Schedule A (the ABase Salary@), payable in semi-monthly installments, less required deductions for federal, state and local wage and employment taxes and any other applicable deductions. The Group may adjust the base salary to reflect changed economic conditions and shall annually determine the compensation level of each Physician based upon the recommendations of the Compensation Committee and the Peer Review Committee of the Group. In the event this Agreement is terminated prior to the expiration of its term, Group shall be obligated to pay Physician all compensation earned and owing to the date of termination, but Physician so terminated shall have no interest in the accounts receivable or other assets of Group. 4.2 Bonus. Group may, at its discretion, during the term of this Agreement, pay

Physician bonuses from time to time in accordance with any policies for payment of bonuses to members of the Group as the Group may from time to time implement. The Board shall annually determine whether and in what amounts bonuses may be awarded based upon the recommendations of the Compensation and Peer Review Committees. Neither this nor any other term of this Agreement shall be construed 4.3
as

the Physician=s entitlement to a bonus.

Fringe Benefits. Group shall provide the benefits and pay the expenses of

Physician as are set forth on Schedule B to this Agreement. Group reserves the right to change benefits from time to time by a vote of two-thirds (2/3) of the members based on the recommendations of the Compensation Committee.

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4.4

Insurance Coverage. Group will provide Physician with liability insurance

coverage during the period of time Physician is affiliated with Group. 4.5 Role of Group. Physician acknowledges and understands that the Group is the

sole determiner of the following issues and that the Physician is obligated to follow the directives of the Group: (A) (B) Physician=s site and scope of work; Practice standards and guidelines to be followed including but not limited to templates for reporting cases and terminology in reports; (C) Ongoing peer review of all Physicians in accordance with Section 4.7 of this Agreement and as may be required by Group=s contracts with Hospitals or Entities; (D) Determination of base salary, bonuses and benefits for each Physician based on recommendations of the Compensation Committee; (E) All professional and staffing matters superseding the authority of any individual medical director or other member of hospital administration in any hospital where Group provides services; (F) 4.6 All day-to-day operations of Group.

Ongoing Peer Review. The Group shall be responsible for conducting ongoing

peer review of Physician and each and every physician associated with Group as conducted by a three (3) member Peer Review Committee. The Peer Review Committee shall conduct its activities and report to the Group. Physician agrees to cooperate with the peer review process as herein set forth. The Peer Review Committee shall: Page 12

(A)

Design and implement an effective program that will monitor and assess the quality of medical care rendered by and the professional conduct and deportment of all physicians associated with Group as well as each Physician=s compliance with this Agreement and all rules, regulations and policies of Group. Physician shall cooperate with such programs and with any remedial measures that may be deemed necessary by the Peer Review Committee and approved by the Board including but not limited to education, counseling, monitoring or proctoring;

(B)

Review each Physician associated with Group on an annual basis. As part of this annual review, the Peer Review Committee shall obtain information from the Physician, any medical director or medical staff reviewers and the results of the surveys as completed by the surgeons at the hospitals and other facilities where Group provides services. Physician agrees to comply with this annual review process. Based upon the results of the review, the Peer Review Committee shall recommend to the Board that this Agreement be renewed, renewed subject to a period of probation or terminated on sixty (60) days notice in accordance with Section 2.1 of this Agreement.

4.7

Internal Dispute Resolution Process. (A) Group shall maintain an Internal Dispute Resolution Process which shall: (1) maintain a reporting system that encourages submission of any concerns, problems or complaints made by self-report of a Page 13

Physician or any other person associated with Group, any hospital or other entity where Group provides services including any Medical Director, any surgeons or other physicians or health care professionals not associated with Group or by any person associated with Group concerning another person associated with Group; (2) (3) investigate all concerns, problems and complaints; make recommendations to the Group for any necessary remedial measures. (B) Group=s Internal Dispute Resolution Process shall be conducted by: (1) The Medical Director of the hospital where the Physician who is the subject of the complaint or concern is primarily located. This shall be the first level of Group=s Internal Dispute Resolution Process unless the Medical Director is the subject of or involved in the concern or complaint. In this circumstance, the matter shall be immediately referred to the Peer Review Committee pursuant to Section 4.8(B)(2) of this Agreement. (2) If the complaint or concern cannot be resolved by the Medical Director to the satisfaction of Group, the matter shall be reported to, investigated by (to the extent any additional investigation is deemed necessary) and acted upon by the Peer Review Committee. The Peer Review Committee shall report to the Group. Page 14

Recommendations made by the Peer Review Committee shall be implemented upon a majority vote of the Group except that termination shall require a two-thirds (2/3rds) vote of the members pursuant to Section 2.2 of this Agreement. (C) No member of the Peer Review Committee shall be involved in the review of any complaint or concern relative to which they had any prior involvement in or were the subject of. (D) Physician agrees to submit any dispute or concern he or she has to the Internal Dispute Resolution Process set forth in this Section 4.8 before invoking the dispute resolution process set forth in Section 6.10 of this Agreement and to comply with all of the requirements and cooperate with all of the processes set forth in this Section 4.8. 4.8 Compliance. Group shall, in accordance with the Office of Inspector General=s Guidance for Small Physician Groups, other applicable laws, rules and regulations, and its own strong commitment to compliance, establish and implement a compliance program. Physician shall be familiar with said program and comply with all of its requirements. 5.0 CONSTRUCTION WITH MEDICAL STAFF BY-LAWS AND HOSPITAL/ENTITY AGREEMENTS 5.1 Construction with Medical Staff By-laws. Any rights or privileges conferred upon Physician by virtue of membership on the medical staff of any hospital shall in no way affect the terms of this Agreement. In the event of any inconsistencies between any hospital medical staff bylaws, rules and regulations and this Agreement, the provisions of this Agreement shall control Page 15

Physician=s rights and obligations with respect to Group except that any loss of hospital privileges or staff rights resulting from such inconsistency shall not be deemed a material breach by Physician. If this Agreement is terminated by either party for any reason, Physician=s clinical and medical staff privileges at all of the hospitals with whom Group has a contract to provide services shall automatically terminate and Physician shall accept such termination without objection or challenge and hereby waive(s) any right he/she might otherwise have had to a hearing or appellate review in accordance with any of such hospitals= Medical Staff Bylaws or hearing or cause of action to which he/she may otherwise have been entitled pursuant to Public Health Law Section 2801-b, as amended. 5.2 Construction with Hospital/Entity Contracts. Physician shall be obligated to

comply with all requirements of Physician pursuant to agreements as between Group and any Hospital/Entity where Group is providing services. 6.0 MISCELLANEOUS. 6.1 Entire Agreement. This Agreement contains the complete, full and exclusive

understanding of the parties with respect to Physician=s engagement by Group and supersedes any and all other agreements between the parties with respect to this subject matter. 6.2 Headings. All headings are for convenience only and shall not be construed to

modify the substance of this Agreement. 6.3 Amendments. Any amendments, additions or supplements to this Agreement

shall be effective and binding on Group and Physician only if in writing and signed by each party to this Agreement.

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6.4

Notice. Any notice required or permitted under this Agreement shall be in writing

and shall be delivered or sent by registered or certified United States mail to the parties at the following addresses: If to Group Inpatient Medical Services PLLC Three Gates Circle Buffalo, New York 14209 At the address set forth on Schedule A.

If to Physician:

Either of the parties may change the foregoing addresses by written notice to the other party as provided in this paragraph. 6.5 Severability. If any provision of this Agreement is found to be invalid or

unenforceable, such provision shall be deemed stricken from this Agreement and the remainder of this Agreement shall remain in full force and effect. The parties shall negotiate in good faith to amend the Agreement to replace any provision found to be invalid or unenforceable with a valid and enforceable provision which, as nearly as possible, accomplishes the original objectives of the parties. 6.6 Waivers. One or more waivers by either party of a breach of this Agreement shall not be construed as a waiver of further breaches of this Agreement, and such party may reinstate any such term or condition waived upon written notice to the other party. 6.7 New York. 6.8 Coverage. The provisions set forth in this Agreement with respect to the terms Governing Law. This Agreement shall be governed by the laws of the State of

and conditions of Physician=s employment will not prevent Physician from participating in any

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other employee compensation or benefit program adopted by Group for its employees solely because such programs are not specifically mentioned in this Agreement. 6.9 Benefit. This Agreement shall be binding upon and insure to the benefit of and

shall be enforceable by and against Group, its partners, successors and assigns, and Physician, as well as Physician=s heirs, beneficiaries and legal representatives. 6.10 Disputes. Neither Group nor Physician shall commence any action or suit relating to this Agreement more than six (6) months after the date of a mediation determination made on behalf of the parties, and hereby waives any statute of limitations or other law to the contrary. The parties further agree, prior to instituting any action or suit relating to this Agreement, to submit the matter to a non-binding mediation by a neutral mediator with expertise in the matter involved, to be selected by agreement of counsel for Group and for Physician, and to refrain from filing suit until receiving the decision of the Mediator or until sixty (60) days after submitting the matter to mediation, whichever occurs first. Either party=s request for mediation shall be in writing and given pursuant to Section 6.4 of this Agreement and made within thirty (30) days of date of the act or omission which is the subject of this dispute and, if not made within this period, waived. 6.11 Warranty of Authority. The person signing this Agreement on behalf of Group represents and warrants that he has authority to execute this Agreement on behalf of Group and thereby bind Group to the terms of this Agreement.

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7.0 RETIREMENT 7.1 Upon the Retirement of Physician, provided Physician gives Group at least six (6) months notice, Group shall continue the salary of Physician for one (1) month after the effective date of Physician=s retirement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written above. INPATIENT MEDICAL SERVICES PLLC

By: Name: Shakeel Ahmad, M.D. Title: President and CEO PHYSICIAN

By: Name: Tariq Ahmad, M.D.

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Schedule A of the Employment Agreement

Physician Name: Address:

Tariq Ahmad M.D. 170 Bother Ave Buffalo NY 14212 $160,000.00

Base Salary:

Schedule B of the Employment Agreement Benefits for Physicians Inpatient Medical Services PLLC

1. 2. 3. 4.

Malpractice insurance coverage pursuant to Section 4.4 of the Agreement. Single/Family health insurance. Short-term disability insurance. Participation in Group's retirement plan (discretionary Group sponsored 401(k)) after one (1) year of full-time employment pursuant to plan rules.

5. 6.

Life insurance (Group/Term $100,000.00 death benefit). $1,000.00 CME allowance.