THIS EMPLOYMENT AGREEMENT is made and entered into this 2nd day of June, 1997 by and between
APACHE Medical Systems, Inc., a Delaware corporation ("APACHE"), and Scott A. Mason (the "Executive").
W I T N E S S E T H:
WHEREAS, Executive is a primary shareholder in and is employed as President and Managing Partner of
National Health Advisors, Ltd., a Virginia Corporation ("NHA"); and
WHEREAS, NHA is being merged into and with APACHE pursuant to an Agreement and Plan of Merger dated
on date even herewith (the "Merger Agreement"), pursuant to which Executive will realize a significant and
substantial personal gain; and
WHEREAS, NHA will become a wholly owned subsidiary of APACHE pursuant to the Merger Agreement; and
WHEREAS, APACHE desires to employ Executive in accordance with the terms of this Agreement, and
Executive desires to be so employed.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, each party having had the
opportunity to consult their own legal counsel, Executive and APACHE agree as follows:
1. Employment. APACHE agrees to employ Executive and Executive agrees to accept employment pursuant to
the terms and conditions of this Agreement conditional and effective upon the closing of the transactions
described in the Merger Agreement.
2. Duties. APACHE agrees to employ Executive and Executive accepts employment as the Executive Vice
President of APACHE and President of NHA, upon the terms and subject to the conditions set forth herein.
Management of APACHE, provided Executive continues to perform his duties hereunder, will use its best efforts
to recommend Executive's election to APACHE's Board of Directors (the "Board") at an appropriate time within
12 months of the execution of this Agreement. Executive agrees to devote his full and exclusive professional time,
skills and energies to his employment with APACHE and NHA; provided that Executive may serve as a board
member of certain organizations so long as such