EXHIBIT 10.44

                                                                   EXHIBIT 10.44


made this ____ day of ___________________, 199_, by and between
_____________________________, of _________________ ("Employee") and American
Transitional Hospitals, Inc., a Delaware corporation ("Company").

         1.      In consideration of my (promotion to __________ and/or
increase in salary from $_________ to $__________) from the Company (which
together with any related business entity is hereinafter referred to as
"Employer"), effective on even date herewith, I agree:

         1.1     Except as Employer may otherwise consent in writing, not to
                 use (other than for Employer) and not to directly or
                 indirectly publish or otherwise disclose at any time (except
                 as my duties to Employer may require) either during or
                 subsequent to my employment, any of Employer's "Confidential
                 Information" (as defined below"), whether or not the same was
                 conceived, originated, discovered or developed, in whole or in
                 part, by me;

         1.2     That Confidential Information means information or material
                 which is not generally available to or used by others or the
                 utility or value of which is not generally known or recognized
                 as standard practice, whether or not the underlying details
                 are in the public domain, including:

                 1.2.1          information or material which relate to
                                Employer's technological developments,
                                "knowhow," purchasing, accounting,
                                merchandising, or licensing;

                 1.2.2          information contained in or derived from
                                Employer's client lists, whether inactive,
                                active or prospective;

                 1.2.3          trade secrets as defined in the _______________
                                _____________; and

                 1.2.4          any information of the type described above
                                which Employer obtained from another party and
                                which Employer treats as proprietary or
                                designates as confidential, whether or not
                                owned or developed by Employer.

         1.3     That Cause means willful breach by the Employee of a material
                 provision of this Agreement, willful neglect to perform his
                 duties hereunder, conviction of a felony, an act or acts of
                 dishonesty intended to result directly or indirectly in the
                 Employee's gain or

                 personal enrichment at the expense of the Company, or the
                 violation by the Employee of any covenant not to compete
                 delivered to the Company on the date hereof.

         1.4     To deliver to Employer promptly upon request or on the date of
                 termination of my employment all documents, copies thereof and
                 other materials in my possession pertaining to the business of
                 Employer, including, but not limited, Confidential
                 Information, and thereafter to promptly return documents and
                 copies thereof and other materials in my possession pertaining
                 to the business of Employer and originating with Employer that
                 come into my possession.

         1.5     If the Employee terminates employment with the Employer or if
                 the Employee is terminated for Cause by the Employer, for a
                 period of two (2) years following termination of my employment
                 with Employer within the geographical area consisting of a 150
                 mile radius from the city where the Company or any of its
                 subsidiaries are located, not to engage in or contribute my
                 knowledge to any work which is competitive with or similar to
                 the product, process, apparatus or service on which I worked
                 or with respect to which I had access to Confidential
                 Information while during my employment with Employer.  It is
                 understood that the time period and geographical area set
                 forth in this clause are divisible so that if this clause is
                 invalid or unenforceable as to the time period and/or in any
                 included geographical area, the time period and/or the
                 included geographical area is severable such that this clause
                 remains in effect for the remaining time period and included
                 geographical areas in which the clause is valid;

         1.6     That this Agreement represents the full and complete
                 understanding between me and Employer with respect to the
                 subject matter hereof and supersedes all prior representations
                 and understandings, whether oral or written;

         1.7     That my obligations under this Agreement shall be binding upon
                 my heirs, executors, administrators, or other legal
                 representatives or assigns, and that this Agreement shall
                 inure to the benefit of Employer, its successors and assigns.

         2.      I represent, except as I have written below, that I have no
agreements with or obligations to others with respect to Developments or
Confidential Information, belonging either to Employer or others, or in
conflict with the foregoing.

         3.      I understand that this Agreement may not, on behalf of or in
respect to Employer, be changed, modified, released,

discharged, abandoned or otherwise terminated, in whole or in part, except by
an instrument in writing signed by the President of Employer.

         4.      During or upon termination of my employment with Employer, I
shall, if requested by Employer, reaffirm my recognition of the importance of
maintain the confidentiality of Employer's Confidential Information and
reaffirm all of the obligations set forth in Paragraph 1 of this Agreement.

         5.      This Agreement shall be governed by and construed in
accordance with the internal substantive laws of the State of Delaware, without
regard to the law of conflicts of laws, which shall not apply.

         IN WITNESS WHEREOF, the parties hereto have caused this
Non-Competition and Non-Disclosure Agreement to be duly executed as of the day
and year first above written.

_______________________________         ______________________________________
Employee's Typed/Printed Name           Witness

_______________________________         ______________________________________
Employee's Signature                    Date


By: _______________________________________           ________________________
Title: ____________________________________           ________________________ 


Basic Info X:

Type: Non-Disclosure Agreement
Date: July 8, 1994
State: Delaware

Other info:


  • American Transitional Hospitals , Inc.
  • State of Delaware


  • Delaware