Exhibit 10.29


                               RESTATED EXHIBIT B

-     Reimbursement for reasonable expenses incurred in Employee's three House
      hunting trips to Knoxville all in accordance with the Company's expense
      reimbursement policies. (a).

-     Packing, Transportation and reasonable Insurance thereon by a Team Health
      approved mover of household goods (a).

-     Reimbursement for up to 45 days of temporary housing payments in
      Knoxville, TN while Employee simultaneously maintain a residence in
      Brentwood, TN and up to an additional 45 days of temporary housing once
      Employee and his family have relocated to Knoxville, TN. This
      reimbursement is subject to the Company's expense reimbursement policies.

-     Employee will be reimbursed for the costs for up to 90 days storage in
      Knoxville, TN of Employee's household goods.

-     Employer will reimburse Employee up to a maximum of fifty thousand
      ($50,000) dollars for the customary closing costs associated with
      Employee's sale of his residence in Brentwood, TN, and his purchase of a
      residence in the Knoxville, TN area, including any costs associated with
      either residence related to (i) real estate commissions, (ii) interest or
      points, or (iii) attorneys fees. (a)

-     As additional consideration for the execution of this Agreement by
      Employee and Employees performance in accordance with this Agreement, and
      in lieu of Employer assuming any risk for the sale of Employee's current
      residence, Employer agrees to pay Employee One Hundred Thousand ($100,000)
      dollars as a bonus, one half to be paid within 10 days after the Effective
      Date and the other half on or before December 31, 2004.

This Restated Exhibit B is acknowledged as a replacement to the former Exhibit B
to the Employment Agreement between Greg Roth and Team Health, dated as of
October 4, 2004.

Dated this 28th day of January, 2005.

S/ Lynn Massingale            S/ Gregory S. Roth
Team Health by Lynn           Gregory S. Roth
Massingale, Chief Executive
Officer

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      (a)   Grossed up for Federal Income Taxes.



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