1 Exhibit 10.45 AMENDMENT OF EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of January 1, 1999 is by and between American Physician Partners, Inc., a Delaware corporation (the "Company"), and Mark S. Martin (the "Employee")....

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                                                                   Exhibit 10.45




                        AMENDMENT OF EMPLOYMENT AGREEMENT


         THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of January 1, 1999 is
by and between American Physician Partners, Inc., a Delaware corporation (the
"Company"), and Xxxx X. Xxxxxx (the "Employee").

         WHEREAS, the parties to this Amendment entered into that certain
Employment Agreement, dated as of June 12, 1996, (the "Employment Agreement");
and

         WHEREAS, the Company and the Employee desire to enter into this
Amendment in order to reflect an increase in the Employee's base salary and to
make certain other amendments;

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth herein, the parties hereby agree as follows:

         1. The Employment Agreement is hereby amended to delete the existing
Section 3.1 and to add the following as a new Section 3.1:

         "Section 3.1 SALARY. For the performance of the Employee's duties
         hereunder, the Company shall pay the Employee an annual salary of
         $235,000, payable (less required withholdings) no less frequently than
         twice monthly."

         2. The Employment Agreement is hereby amended to add the following
language to the end of Section 5.2(b):

         "Employee shall be entitled to receive an additional six months of his
         then applicable salary, excluding bonus, if he is unable to secure a
         position with (i) reasonably equivalent duties and (ii) a cash
         compensation package substantially similar to his base salary at the
         time of termination (an "Equivalent Position"); provided, however, that
         payments pursuant to this sentence would be paid monthly and only until
         such time as the Employee secured an Equivalent Position."

         3. For purposes of delivering notice to the Company, the address that
should be inserted into Section 6.8 should be as follows:

         "American Physician Partners, Inc.
          3600 Chase Tower, 0000 Xxxx Xxxxxx
          Xxxxxx, Xxxxx 00000-0000."


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         IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment effective as of the date first written above.

                               AMERICAN PHYSICIAN PARTNERS, INC.



                               By:  /s/ Xxxx X. Xxxxx
                                    --------------------------------------------
                                    Xxxx X. Xxxxx
                                    Chairman, President and CEO


                               EMPLOYEE:



                               By:  /s/ Xxxx X. Xxxxxx
                                    --------------------------------------------
                                    Xxxx X. Xxxxxx