HOSPITAL GROUP OF AMERICA, INC.
PSG MANAGEMENT, INC.
1265 Drummers Lane, Suite 107
Wayne, PA 19807
April 15, 1996
Mr. Mark Russell
c/o Hospital Group of America, Inc.
1265 Drummers Lane, Suite 107
Wayne, PA 19087
Re: Employment Agreement
Dear Mark:
Reference is made to the Employment Agreement ("Employment Agreement")
dated as of May 27, 1992 between you and Hospital Group of America, Inc.
("HGA"), as amended by the letter agreement effective as of June, 15, 1993 among
you, HGA and PSG Management, Inc. ("PSG") and as further amended by Steven G.
Singer's memorandum to you dated November 12, 1993 and by the letter agreement
effective as of January 11, 1995 among you, HGA and PSG.
HGA and PSG each hereby ratifies and confirms the Employment Agreement
in all respects, except that, effective as of the date hereof, clause (a) of
Section 1 of the Employment Agreement shall be amended to read in its entirety
as follows: (a) July 1, 1998; and".
The provisions of Sections 9, 10 and 11(c) of the Employment Agreement
shall be deemed incorporated in this Agreement as if fully set forth herein.
Kindly evidence your agreement with the foregoing amendments to the
Employment Agreement by signing in the space provided below for your signature.
Very truly yours,
HOSPITAL GROUP OF AMERICA, INC.
By: /s/ Carol R. Kaufman
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PSG MANAGEMENT, INC.
By: /s/ Carol R. Kaufman
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Agreed to and accepted this
17th day of April, 1996, to
be effective as of the date
set forth above.
/s/ Mark R. Russell
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Mark R. Russell