PROFESSIONAL MEDICAL MANAGEMENT CO, S-1/A, 1996-12-17

PROFESSIONAL MEDICAL MANAGEMENT CO
S-1/A, 1996-12-17
OFFICES & CLINICS OF DOCTORS OF MEDICINE

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1996

REGISTRATION NO. 333-10557

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------

AMENDMENT NO. 3

TO
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------

PROMEDCO MANAGEMENT COMPANY

(Exact name of Registrant as specified in its charter)

DELAWARE 8011 75-2529809
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Identification
incorporation or Number) Number)
organization)
------------------

801 CHERRY STREET, SUITE 1450
FORT WORTH, TEXAS 76102
(817) 335-5035
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
------------------

H. WAYNE POSEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER

PROMEDCO MANAGEMENT COMPANY

801 CHERRY STREET, SUITE 1450
FORT WORTH, TEXAS 76102
(817) 335-5035
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------

COPIES TO:
MICHAEL JOSEPH, ESQ. JEFFREY A. CHAPMAN, ESQ.
DYER ELLIS & JOSEPH, P.C. VINSON & ELKINS L.L.P.
600 NEW HAMPSHIRE AVE., N.W. 3700 TRAMMELL CROW CENTER
SUITE 1000 2001 ROSS AVENUE
WASHINGTON, D.C. 20037 DALLAS, TEXAS 75201
(202) 944-3000 (214) 220-7700

------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective. If any of
the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box.|_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |X|

------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE>

Subject to Completion, Dated December , 1996

PROSPECTUS
Dated , 1996
SHARES

[ProMedCo logo]

PROMEDCO MANAGEMENT COMPANY

COMMON STOCK

All of the shares of Common Stock offered hereby are being issued and sold by
ProMedCo Management Company ("ProMedCo" or the "Company").

Prior to this offering (the "Offering"), there has been no public market for the
Common Stock of the Company. It is currently estimated that the initial public
offering price will be between $ and $ per share. See "Underwriting" for a
discussion of the factors to be considered in determining the initial public
offering price. Application has been made to list the Common Stock on the Nasdaq
National Market under the proposed symbol "PMCO."

SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT (1) COMPANY (2)
<S> <C> <C> <C>
Per Share..................... $ $ $
- ------------------------------ ----------------------------- ----------------------------- -----------------------------
Total (3)..................... $ $ $
- ------------------------------ ----------------------------- ----------------------------- -----------------------------
<FN>

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting expenses payable by the Company estimated at $ .
(3) The Company and the Selling Stockholder (as defined herein) have granted
the Underwriters a 30-day option to purchase up to an additional shares
of Common Stock from the Company and shares of Common Stock from the
Selling Stockholder solely to cover over-allotments, if any, at the Price
to Public less the Underwriting Discount. If all such shares are
purchased, the total Price to Public, Underwriting Discount, Proceeds to
Company, and Proceeds to Selling Stockholder will be $ , $ , $ , and $ ,
respectively. See "Underwriting."
</FN>
</TABLE>

The shares of Common Stock are offered by the Underwriters subject to prior sale
when, as, and if delivered to and accepted by the Underwriters and subject to
their right to reject orders in whole or in part. It is expected that
certificates for such shares will be available for delivery at the offices of
Piper Jaffray Inc. in Minneapolis, Minnesota on or about , 1996.

PIPER JAFFRAY INC.

ROBERTSON, STEPHENS & COMPANY

COWEN & COMPANY

<PAGE>

[Map of United States showing location of affiliated physician groups]

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON
STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR OTHERWISE.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. As used herein, the terms "ProMedCo" and "the
Company" refer to ProMedCo Management Company and its consolidated subsidiaries.
Except as otherwise indicated, all information in this Prospectus assumes (i)
the conversion of all outstanding shares of Redeemable Convertible Preferred
Stock and Class B Common Stock of the Company into Common Stock and the
termination of the Company's contingent obligation to repurchase Redeemable
Common Stock, (ii) the reincorporation of the Company as a Delaware corporation
and increase of its authorized Common Stock to 50,000,000 shares, and (iii) no
exercise of the Underwriters' over-allotment option.

THE COMPANY

ProMedCo is a physician practice management company that consolidates
its affiliated physician groups into primary-care-driven multi-specialty
networks. The Company focuses on pre-managed-care secondary markets located
principally outside of or adjacent to large metropolitan areas. The Company
believes that primary care physicians increasingly will be the principal point
of access to the healthcare delivery system and will control, directly or
indirectly, a growing percentage of healthcare expenditures, and it therefore
affiliates with physician groups having a primary care orientation. ProMedCo
assists in expanding and integrating the affiliated groups into comprehensive
multi-specialty networks to increase their market presence. The groups expand
through affiliations with additional primary care physicians and specialists and
selective additions of ancillary services. The groups are thus well positioned
to become the physician component of locally developing managed care delivery
systems. In addition to providing operating and expansion capital, the Company
provides its affiliated groups with a broad range of strategic and management
expertise and services.

ProMedCo commenced operations in December 1994 and has since affiliated
with seven physician groups aggregating 151 physicians and 43 physician
extenders (primarily physician assistants and nurse practitioners) at 23 sites
in Texas, Alabama, Kentucky, and Nevada. Currently, approximately 70% of the
Company's affiliated physicians are primary care providers. Following the
Offering, approximately % of ProMedCo's outstanding Common Stock will
be owned by the Company's management and affiliated physicians.

When affiliating with a physician group, the Company typically
purchases the group's non-real estate operating assets and enters into a
long-term service agreement with the group in exchange for a combination of
Common Stock, cash, other securities of the Company, and/or assumption of
liabilities. Under the service agreement, the physician group receives a fixed
percentage (typically 85%) of its operating income plus a percentage (typically
a variable percentage, depending upon the amount of revenue) of any surpluses in
the group's revenues under risk-sharing arrangements pursuant to capitated
managed care contracts. Although the group's physicians retain full control over
the practice of medicine, ProMedCo manages all day-to-day operations other than
the provision of medical services. Through a policy council, the physicians set
broad management and operational policy jointly with Company representatives.

The key elements of the Company's strategy are to (i) affiliate with
primary-care-oriented multi-specialty groups; (ii) continue to penetrate
pre-managed-care markets; (iii) expand its affiliated groups' market presence
through addition of physicians and selected ancillary services; (iv) preserve
the local autonomy of the Company's affiliated physician groups and to maintain
decentralized management; and (v) align the Company's economic interests with
those of its physician partners.

<PAGE>

The Company was incorporated in Texas in 1993 and will be
reincorporated in Delaware prior to the Offering. Its executive offices are
located at 801 Cherry Street, Suite 1450, Fort Worth, Texas 76102, and its
telephone number is (817) 335-5035.

THE OFFERING

Common Stock offered by
the Company......................... shares
Common Stock to be outstanding
after the Offering.................. shares(1)
Use of proceeds............................ Acquisitions and working capital
Proposed Nasdaq National Market symbol..... PMCO

(1) Based upon the number of shares outstanding as of September 30, 1996. Does
not include (i) 1,883,768 shares to be issued in February 1997 in
connection with the acquisition of the assets of Abilene Diagnostic Clinic,
P.L.L.C. ("Abilene"), (ii) 4,027,020 shares reserved for issuance upon
exercise of outstanding options and warrants with a weighted average
exercise price of $2.89 per share, and (iii) 200,030 shares reserved for
conversion of outstanding convertible subordinated notes issued in
connection with acquisitions. See "Business--Affiliation Structure" and
"Management--Director Stock Option Plan," "--Employee Stock Incentive
Plan," "--Employee Stock Purchase Plan," and "--Physician Stock Option
Plan."
SUMMARY FINANCIAL DATA
<TABLE>
<CAPTION>

JULY 1, 1994 YEAR ENDED NINE MONTHS ENDED
(INCEPTION) TODECEMBER 31, SEPTEMBER 30,
DECEMBER 31, PRO FORMA(1) PRO FORMA(1)
1994 1995 1995 1995 1996 1996
----------- ----------- ----------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Physician group revenue, net... $ - $ 1,918,029 $59,078,860 $ 690,110 $20,779,713 $47,426,069
Less: cost of affiliated
physician services........... - 759,513 24,023,340 247,103 9,249,421 19,031,014
----------- ----------- ----------- ----------- ----------- -----------
Net revenue.................... - 1,158,516 35,055,520 443,007 11,530,292 28,395,055
Net income (loss).............. (169,890) (697,342) 534,769 (502,802) (308,185) 544,713
Net income (loss) per share.... $ (0.03) $ (0.09) $ 0.05 $ (0.07) $ (0.04) $ 0.05
Weighted average number of
common shares outstanding.... 6,014,197 7,510,269 10,350,350 7,487,146 7,578,094 10,390,974

OTHER DATA (AT END OF PERIOD):
Affiliated physicians.......... 32 8 118 151
Affiliated physician groups.... 2 1 6 7
Number of service sites........ 4 1 19 23
States. . . . ................. 1 1 3 4
</TABLE>

SEPTEMBER 30, 1996
PRO PRO FORMA
ACTUAL FORMA(2) AS ADJUSTED(3)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents.............................................. $ 941,038 $ 1,126,394 S
Working capital........................................................ 1,887,672 2,076,628
Total assets........................................................... 25,921,274 39,661,157
Long-term debt, less current maturities................................ 5,133,045 5,512,522
Redeemable equity securities........................................... 3,945,134 -
Total stockholders' equity............................................. 10,916,389 25,991,436
<FN>
(1) Gives effect to the following transactions as if they had been completed on
January 1, 1995: (i) the affiliations with North Texas Medical Surgical,
P.A., Cullman Primary Care, P.C., Morgan-Haugh, P.S.C., HealthFirst Medical
Group, P.A., King's Daughters Clinic, P.A., and Abilene during 1995 and
1996 (collectively, the "Acquisitions") and (ii) the merger with Western
Medical Management Corp., Inc. (the "Reno merger"). The acquisition of the
assets of Abilene by the Company will be completed in February 1997.
(2) Gives effect to the Abilene acquisition and the Reno merger as if they had
been completed on September 30, 1996, the conversion into Common Stock of
all outstanding shares of Redeemable Convertible Preferred Stock, and the
termination of the Company's contingent obligation to repurchase Redeemable
Common Stock.
(3) Adjusted to give effect to the sale of shares of Common Stock
offered by the Company hereby at an assumed public offering price
of $ per share and the application of the estimated net proceeds
therefrom. See "Use of Proceeds."
</FN>
</TABLE>

<PAGE>

RISK FACTORS

In addition to the other information contained in this Prospectus, the
following should be considered carefully in evaluating an investment in the
Common Stock offered hereby.

RISKS ASSOCIATED WITH GROWTH STRATEGY

The Company's strategy involves growth through affiliation with
physician groups and the expansion of their practices. The Company is subject to
various risks associated with this strategy, including the risks that the
Company will be unable to identify and recruit suitable affiliation candidates,
successfully expand and manage the practices of the groups with which it
affiliates, or successfully integrate such groups into its existing operations.
The Company's growth is dependent on its ability to affiliate with physicians,
to manage and control costs, and to realize economies of scale. There can be no
assurance that the Company will be able to achieve and manage its planned growth
or that suitable physician groups will continue to be available for affiliation
upon terms satisfactory to the Company, if at all. In addition, there can be no
assurance that the Company will be able to continue to attract and retain a
sufficient number of qualified physicians and other healthcare professionals to
continue to expand its operations or otherwise to maintain an adequate
infrastructure to support continued growth. See "Business."

LIMITED CAPITAL; NEED FOR ADDITIONAL FINANCING

Implementation of the Company's growth strategy requires substantial
capital resources. Such resources will be needed to acquire the assets of
additional physician groups and for the effective integration, operation, and
expansion of affiliated groups. The Company expects that its capital
requirements over the next several years will substantially exceed capital
generated from operations, the net proceeds of the Offering, and borrowings
available under its current credit facility. To finance its capital
requirements, the Company intends from time to time to issue additional equity
securities and incur additional debt. A greater amount of debt or additional
equity financing could be required to the extent that the Company's Common Stock
fails to maintain a market value sufficient to warrant its use in future
affiliations or to the extent that physician groups are unwilling to accept
Common Stock in exchange for their operating assets. There can be no assurance
that the Company will be able to obtain additional required capital on
satisfactory terms. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."

LIMITED OPERATING HISTORY; LOSSES

The Company has operated only since December 1994. It has grown
principally through acquisitions and is pursuing a strategy of growth. For the
year ended December 31, 1995, the Company incurred a net loss of $697,342, and
for the nine months ended September 30, 1996, it incurred a net loss of
$308,185. There can be no assurance that the Company will become profitable. In
addition, the Company may experience significant quarter-to-quarter variations
in operating results. See "Selected Financial Data" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

<PAGE>

CONCENTRATION OF REVENUE

The Company's net revenue is currently derived from seven physician
groups, of which King's Daughters Clinic, P.A. in Temple, Texas ("Temple")
accounted for approximately 34.2% and 34.2%, Western Medical Management Corp.,
Inc. in Reno, Nevada ("Reno") accounted for approximately 21.9% and 20.6%, and
Abilene accounted for approximately 18.1% and 19.6% of the Company's net revenue
on a pro forma basis for the year ended December 31, 1995 and the nine months
ended September 30, 1996, respectively. While the Company's service agreements
are for terms of 40 years and may be terminated only for cause, any termination
or significant deterioration of the Company's relationship with any of its
affiliated physician groups could have a material adverse effect upon the
Company. In addition, each of the Company's affiliated physician groups operates
within a limited geographic area, and a deterioration of economic or other
conditions within such area could have a material adverse impact upon the group.
Such a result, as well as any other deterioration in the financial condition of
any of the affiliated physician groups, could also have a material adverse
effect on the Company. See "Business."

GOVERNMENT REGULATION

Federal and state laws regulate the healthcare industry and the
relationships among physicians and other providers of healthcare services.

Medicare and Medicaid Fraud and Abuse. The fraud and abuse provisions
of the Medicare and Medicaid statutes prohibit the payment or receipt of any
remuneration for the referral of Medicare or Medicaid patients or for
recommendations, leasing, arranging, ordering, or purchasing of Medicare- or
Medicaid-covered services and impose significant penalties for false or improper
billings for physician services. In addition, these laws impose restrictions on
physicians' referrals for certain designated health services to entities with
which they have financial relationships. Violations of these laws may result in
substantial civil or criminal penalties for individuals or entities, including
exclusion from participation in the Medicare and Medicaid programs. Such
exclusion or penalties, if applied to the Company's affiliated physicians, could
have a material adverse effect upon the Company. See "Business Government
Regulation."

State Regulation. The laws of many states, including Texas, from which
a significant portion of the Company's revenue is derived, prohibit
non-physician entities from practicing medicine and limit the ability of
non-physicians to receive physician practice revenues. These laws and their
interpretations vary from state to state and are enforced by the courts and by
regulatory authorities with broad discretion. Although the Company believes its
operations as currently conducted are in material compliance with existing
applicable laws, there can be no assurance that the Company's contractual
arrangements with affiliated physicians will not be successfully challenged as
constituting fee splitting or the unlicensed practice of medicine or that the
enforceability of such arrangements will not be limited. There can be no
assurance that review of the business of the Company and its affiliates by
courts or regulatory authorities will not result in a determination that could
adversely affect their operations or that the healthcare regulatory environment
will not change so as to restrict the Company's existing operations or
expansion. In the event that any legislature, regulatory authority, or court
limits or prohibits the Company from carrying on its business or from expanding
the operations of the Company to certain jurisdictions, structural and
organizational modifications of the Company's organization and arrangements may
be required, which could have a material adverse effect on the Company. See
"Business Government Regulation."

<PAGE>

Reform Initiatives. There have been numerous initiatives at the federal
and state levels for comprehensive reforms affecting the availability of and
payment for healthcare. The Company believes that such initiatives will continue
during the foreseeable future. Certain reforms previously proposed could, if
adopted, have a material adverse effect on the Company. See "Business --
Government Regulation."

RELIANCE ON MEDICAL SERVICE PROVIDERS

Each of the Company's affiliated physician groups enters into
employment agreements with its physicians. Such agreements generally are for an
initial term of five years. Although the Company, in conjunction with the
affiliated physician groups, will endeavor to extend such contracts, in the
event a significant number of physicians terminate their relationships with the
Company's affiliated physician groups at the expiration of their employment
agreements or otherwise, the Company could be adversely affected. See "Business
- -- Affiliation Structure."

CHANGES IN BASIS OF PAYMENT FOR HEALTHCARE SERVICES

The Company derives all of its revenue from its affiliated physician
groups. Substantially all of the revenue of the affiliated groups is derived
from third-party payors. The Company estimates that approximately 30% of the net
physician group revenue is currently derived from government-sponsored
healthcare programs (principally, the Medicare and Medicaid programs). The
healthcare industry is experiencing a trend toward cost containment, as
government and other third-party payors seek to impose lower reimbursement and
utilization rates upon providers and negotiate reduced payment schedules with
them. The Company believes that this trend will continue to result in a
reduction in per-patient revenue from historical levels. Further reductions in
payments to physicians or other changes in reimbursement for healthcare services
could have a material adverse effect on the Company. See "Business -- Government
Regulation."

RISKS ASSOCIATED WITH MANAGED CARE CONTRACTS

A significant part of the Company's growth strategy involves assisting
its affiliated physician groups in obtaining capitated managed care contracts
and managing the medical risk associated with such contracts. Such captitated
managed care contracts typically are with health maintenance organizations
("HMOs"). Under such contracts the physician group accepts a pre-determined
amount per patient per month, referred to as a "capitation" payment, in exchange
for providing all necessary covered services to the patients covered by the
contract, thus shifting much of the risk of providing care from the payor to the
physician group. Such an arrangement results in a greater predictability of
revenues, but exposes the physician group to the risk of fluctuations in the
costs of providing the services. To the extent that patients covered by such
contracts require more frequent or extensive care than is anticipated, operating
margins may be reduced and the revenues derived from such contracts may be
insufficient to cover the costs of the services provided. Any such reduction of
margins or losses from these arrangements could have a material adverse effect
on the Company. Although its management has substantial experience in managed
care contracting, the Company itself has had limited experience with such
contracts. There can be no assurance that the Company will be able to negotiate
satisfactory risk-sharing or capitated arrangements on behalf of its affiliated
physician groups. In addition, some jurisdictions are taking the position that
capitated risk-sharing arrangements should be regulated by state insurance laws.
As a result, in some states the Company's affiliated physician groups may be
limited in their ability to enter into such arrangements. See "Business."

<PAGE>

POSSIBLE EXPOSURE TO PROFESSIONAL LIABILITY

In recent years, physicians, hospitals, and other participants in the
healthcare industry have become subject to an increasing number of lawsuits
alleging medical malpractice and related legal theories. Many of these lawsuits
involve large claims and substantial defense costs. In addition, through its
employment of non-physician healthcare personnel, the Company could be named in
actions involving care provided by the affiliated physician groups assisted by
such personnel. The Company maintains professional malpractice and general
liability insurance. In addition, the Company's service agreements require
affiliated physicians to maintain professional liability insurance coverage of
the practice and of each employee and agent of the practice. The Company
generally is a named insured under such policies and is indemnified under each
of the service agreements by the physician groups for liabilities resulting from
the performance of medical services. Certain types of risks and liabilities are
not covered by insurance, however, and there can be no assurance that coverage
will continue to be available upon terms satisfactory to the Company or that the
coverage will be adequate to cover losses. Malpractice insurance, moreover, can
be expensive and varies from state to state. Successful malpractice claims
asserted against the physician groups or the Company could have a material
adverse effect on the Company. See "Business -- Insurance."

RISKS RELATED TO INTANGIBLE ASSETS

As a result of the Company's various acquisition transactions,
intangible assets of approximately $14.5 million have been recorded on the
Company's balance sheet at September 30, 1996. Using an amortization period of
40 years for the service agreements (the life of the service agreements),
amortization expense will be approximately $364,000 per year. Acquisitions that
result in the recognition of additional intangible assets will cause
amortization expense further to increase. A substantial portion of the
amortization generated by these intangible assets is not deductible for tax
purposes.

Although as of September 30, 1996 the net unamortized balance of
intangible assets acquired and anticipated to be acquired was not considered to
be impaired, any future determination that a significant impairment has occurred
would require the write-off of the impaired portion of unamortized intangible
assets, which could have a material adverse effect on the Company's results of
operations. See Note 2 of Notes to Consolidated Financial Statements.

COMPETITION

The physician practice management industry is highly competitive. The
Company is subject to significant competition both in affiliating with physician
groups and in seeking managed care contracts on behalf of its affiliated groups.
Its competitors include hospitals, managed care organizations, and other
physician practice management companies. In comparison with the Company, many of
its competitors are larger and have substantially greater resources, provide a
wider variety of services, and have longer established relationships with
purchasers of such services. There can be no assurance that the Company will be
able to compete effectively, that additional competitors will not enter the
market, or that such competition will not make it more difficult to enter into
affiliations with physician groups on terms beneficial to the Company.

The Company also experiences competition in the recruitment and
retention of qualified physicians and other healthcare professionals on behalf
of its affiliated physician groups. There can be

<PAGE>

no assurance that the Company will be able to recruit or retain a sufficient
number of qualified physicians and other healthcare professionals to continue to
expand its operations.

BROAD DISCRETION OF MANAGEMENT IN APPLYING PROCEEDS OF OFFERING

The Company intends to utilize the net proceeds of the Offering to
finance the purchase of operating assets in connection with future affiliations
with physician groups and expansions of such groups, for working capital, and
for other general corporate purposes. Accordingly, the Company's management will
have broad discretion in applying the net proceeds of the Offering. See "Use of
Proceeds."

NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF PRICE

Prior to the Offering there has been no public market for the Common
Stock. Accordingly, there can be no assurance that an active trading market will
develop or be sustained upon completion of the Offering or that the market price
of the Common Stock will not decline below the initial public offering price.
The initial public offering price of the Common Stock will be determined by
negotiations between the Company and the Representatives of the Underwriters and
may not be indicative of the prices that will prevail in the public market. The
trading prices of the Company's Common Stock could be subject to wide
fluctuations in response to quarter-to-quarter variations in the Company's
operating results, material announcements by the Company, governmental
regulatory action, general conditions in the healthcare industry, or other
events or factors, many of which are beyond the Company's control. In addition,
the stock market has experienced extreme price and volume fluctuations, which
have particularly affected the market prices of many healthcare services
companies and which have often been unrelated to the operating performance of
such companies. The Company's operating results in future quarters may be below
the expectations of securities analysts and investors. In such event, the price
of the Common Stock would likely decline, perhaps substantially. See
"Underwriting."

CONTROL BY MANAGEMENT

Upon completion of the Offering, the executive officers and Directors
of the Company will collectively own approximately % of the outstanding shares
of Common Stock. Accordingly, these persons may have the ability to control the
Company's Board of Directors and, therefore, the business, policies, and affairs
of the Company. Such control could preclude unsolicited acquisitions of the
Company and, consequently, adversely affect the market price of the Common
Stock. See "Principal Stockholders" and "Description of Capital Stock."

ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Certificate of Incorporation and
certain provisions of the Delaware General Corporation Law may make it difficult
to change control of the Company and replace incumbent management. For example,
the Certificate of Incorporation provides for a staggered Board of Directors and
permits the Board of Directors, without stockholder approval, to issue
additional shares of Common Stock or establish one or more classes or series of
Preferred Stock having such number of shares, designations, relative voting
rights, dividend rates, liquidation and other rights, preferences and
limitations as the Board of Directors may determine. In addition, the Company's
Board of Directors has adopted a stockholder rights plan that could further
discourage attempts to acquire control of the Company. See "Description of
Capital Stock" and "Management."

<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of Common Stock in the public market
following the Offering, or the perception that such sales could occur, could
adversely affect prevailing market prices of the Common Stock and could impair
the future ability of the Company to raise capital through the sale of its
equity securities. The Company is unable to predict the effect, if any, that
future sales of Common Stock or the availability of Common Stock for sale may
have on the market price of the Common Stock prevailing from time to time.
Certain existing stockholders have the right to require the Company to register
their Common Stock from time to time. See "Description of Capital Stock --
Registration Rights" and "Shares Eligible for Future Sale."

DILUTION

Purchasers of the Common Stock offered hereby will incur immediate and
substantial dilution in pro forma net tangible book value from the initial
public offering price. See "Dilution."

DIVIDENDS

The Company has never paid cash dividends on its Common Stock and does
not currently intend to pay cash dividends. It is not likely that any cash
dividends will be paid in the foreseeable future. See "Dividend Policy."

<PAGE>

USE OF PROCEEDS

The net proceeds of the Offering, after deducting expenses payable by
the Company and assuming an initial offering price of $ per share, will be
approximately $ million ($ million if the Underwriters' over-allotment option is
exercised). The Company intends to use such proceeds to finance affiliations
with physician groups, for working capital, including reduction of $ million
outstanding under its revolving credit agreement (the "Credit Facility"), and
for other general corporate purposes. Pending application of the net proceeds as
described above, the Company intends to invest the net proceeds in short-term,
interest-bearing securities. For information concerning the terms of the Credit
Facility, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources."

While the Company is continually seeking additional physician groups
with which to affiliate, it currently has no agreement or understanding with
respect to any future affiliation, and there can be no assurance that any such
affiliation will occur.

DIVIDEND POLICY

The Company has never paid cash dividends on its Common Stock. The
Company currently intends to retain any earnings to finance the growth and
development of its business and does not anticipate paying cash dividends in the
foreseeable future. Any payment of cash dividends in the future will depend upon
the financial condition, capital requirements, and earnings of the Company, as
well as other factors the Board of Directors may deem relevant. In addition, the
Company is currently restricted under the terms of its Credit Facility from
paying any dividends to stockholders without the prior written consent of the
lenders. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."

<PAGE>

DILUTION

The Company's pro forma net tangible book value at September 30, 1996
was $831,000 or approximately $0.13 per share. Pro forma net tangible book value
per share represents total assets, less intangible assets and total liabilities,
divided by the number of shares outstanding as of September 30, 1996 (assuming
the conversion into Common Stock of all outstanding Redeemable Convertible
Preferred Stock and the exchange of all outstanding Redeemable Common Stock and
Class B Common Stock for Common Stock). After giving effect to the sale of the
shares of Common Stock offered hereby at an assumed initial offering price of $
per share and the application by the Company of the estimated net proceeds
therefrom as described in "Use of Proceeds," the pro forma net tangible book
value of the Company as of September 30, 1996 would have been $ , or $ per share
of Common Stock. This represents an immediate increase in net tangible book
value of $ per share to existing stockholders and an immediate dilution in net
tangible book value of $ per share of Common Stock to purchasers of Common Stock
in the Offering. The following table illustrates this per share dilution:

Assumed initial public offering
price per share....................................... $

Pro forma net tangible book value
per share before the Offering.................... $ 0.13
Increase in net tangible book value
attributable to new investors....................

Pro forma net tangible book value per
share after the Offering.............................

Dilution per share to new investors...................... $

The following table summarizes, on a pro forma basis as of September
30, 1996, the total shares purchased and the total consideration and average
price per share paid by existing stockholders, and paid by the new investors
purchasing the shares offered hereby, assuming an initial public offering price
of $ per share.
<TABLE>
<CAPTION>

Shares Purchased Total Consideration Average Price
Number Percent Amount Percent Per Share
<S> <C> <C> <C> <C> <C>
Existing stockholders............ % $ % $
New investors....................

Total .................... % $ %
============ ============ =============== ============
</TABLE>

The above calculations do not give effect to the exercise of (i)
outstanding options and warrants to purchase 4,027,020 shares of Common Stock at
a weighted average exercise price of $2.89 per share outstanding at September
30, 1996, (ii) options available for issuance under the Company's 1994 stock
option plan for an additional 408,200 shares of Common Stock , and (iii) 200,030
shares of Common Stock issuable upon conversion of outstanding convertible
subordinated notes issued in connection with affiliations.

<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company at
September 30, 1996 (i) on a pro forma basis to give effect to the conversion of
all outstanding shares of Redeemable Convertible Preferred Stock and Class B
Common Stock of the Company into Common Stock, the termination of the Company's
contingent obligation to repurchase Redeemable Common Stock, and the issuance of
shares of Common Stock in connection with the Reno merger and the February 1997
Abilene acquisition, and (ii) as adjusted to reflect the sale by the Company of
the Common Stock offered hereby, assuming an initial public offering price of $
per share and after deducting the applicable underwriting discount and estimated
expenses payable by the Company, and the application of the estimated net
proceeds therefrom as described under "Use of Proceeds." See "Pro Forma
Consolidated Financial Information."
<TABLE>
<CAPTION>

SEPTEMBER 30, 1996
PRO PRO FORMA
ACTUAL FORMA AS ADJUSTED
<S> <C> <C> <C>
Current maturities of long-term debt (1).......... $ 1,198,641 $ 1,647,760 $
============== =============== ==============
Long-term debt, net of current
maturities (1)............................... $ 5,133,045 $ 5,512,522 $
Redeemable Convertible Preferred Stock, no
par value; 700,000 shares authorized,
500,000 shares issued and outstanding;
no shares issued and outstanding pro
forma and pro forma as adjusted.............. 2,953,358 -
Redeemable Common Stock, no par value;
165,296 shares issued and outstanding;
no shares issued and outstanding pro
forma and pro forma as adjusted.............. 991,776 -
Stockholders' equity:
Class B Common Stock, no par value;
2,600,000 shares authorized;
1,226,150 shares issued and
outstanding; no shares issued
and outstanding pro forma and pro
forma as adjusted........................ 601,893 -
Common Stock, no par value; 50,000,000
shares authorized; 2,700,136 shares
issued and outstanding; 6,195,934 shares
issued and outstanding pro forma and
shares issued and outstanding
pro forma as adjusted (2)................ 9,226,653 23,274,722
Common Stock to be issued, 194,361,
759,491 and 759,491 shares,
respectively............................. 2,385,760 5,776,542
Stockholder notes receivable................. (122,500) (122,500)
Accumulated deficit.......................... (1,175,417) (2,937,328)
-------------- ---------------
Total stockholders' equity............... 10,916,389 25,991,436
Total capitalization..................... $ 19,994,568 $ 31,503,958 $
============== =============== ===============
<FN>
(1) See Note 6 to Consolidated Financial Statements for information concerning long-term debt.
(2) Excludes 4,027,020 shares reserved for issuance upon exercise of outstanding options and warrants, at a
weighted average exercise price of $2.89 per share, and 200,030 shares
reserved for issuance upon conversion of outstanding convertible
subordinated notes issued in connection with affiliations. See "Description
of Capital Stock."
</FN>
</TABLE>

<PAGE>

PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following pro forma consolidated statements of operations for the nine
months ended September 30, 1996 and the year ended December 31, 1995, give
effect to the Reno merger and the Acquisitions as if they had been completed on
January 1, 1995. The pro forma consolidated balance sheet gives effect to the
Reno merger and the Abilene acquisition as if they had been completed on
September 30, 1996 and also reflects the conversion of all outstanding
Redeemable Convertible Preferred Stock and Class B Common Stock of the Company
into Common Stock and the termination of the Company's contingent obligation to
repurchase all outstanding Redeemable Common Stock, all of which will occur
simultaneously with the closing of the Offering, as if such transactions had
occurred on September 30, 1996. Abilene's operations are reflected in the
historical consolidated statements of operations for the nine months ended
September 30, 1996 and the year ended December 31, 1995, since Abilene, the
assets of which will not be acquired by the Company until February 1997, has
been operated by the Company under an interim service agreement since December
1995. The Reno merger will be accounted for as a pooling of interests, and
accordingly the historical operations and balance sheets of the Company and
Western Medical Management Corp., Inc. have been combined in these pro forma
financial statements. The pro forma consolidated financial information is based
on the combined financial statements of the Company and the affiliated physician
groups, giving effect to the Acquisitions under the purchase method of
accounting, and the assumptions and adjustments in the accompanying notes to pro
forma consolidated financial information.

The pro forma consolidated financial information has been prepared by
management based on the audited and unaudited financial statements of the
affiliated physician groups, adjusted where necessary to reflect the
acquisitions and related operations as if the service agreements between the
Company and such groups had been in effect during the entire periods presented.
This pro forma consolidated financial information is presented for illustrative
purposes only and is not indicative of the results that would have occurred if
the Reno merger and the Acquisitions had been completed on the dates indicated
or that may be obtained in the future. The pro forma consolidated financial
information should be read in conjunction with the audited consolidated
financial statements and notes thereto of the Company and the audited financial
statements and notes thereto of North Texas Medical Surgical, P.A., Cullman
Family Practice, P.C., Family Medical Clinic, P.C., Morgan-Haugh, P.S.C.,
HealthFirst Services, Inc. and Tarrant Family Practice, P.A., Abilene Diagnostic
Clinic Practices, King's Daughters Clinic, P.A., and Western Medical Management
Corp., Inc. included elsewhere in this Prospectus.

<PAGE>

PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
(UNAUDITED)

ABILENE ABILENE RENO EQUITY
HISTORICAL HISTORICAL ADJUSTMENTS HISTORICAL (F) CONVERSIONS (G) PRO FORMA
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents. $ 941,038 $ 185,356 (a)$ -- $ -- $ -- $ 1,126,394
Accounts receivable, net.. 4,809,591 1,457,843 (a) -- 1,785,473 -- 8,052,907
Inventories............... 194,385 -- -- 7,678 -- 202,063
Management fees receivable 418,244 -- (418,244) (b) -- -- --
Due from affiliated
physician groups....... 1,203,503 -- (664,506) (b) -- -- 538,997
Prepaid expenses and other
current assets......... 247,617 30,727 (30,727) (c) 65,849 -- 313,466
----------- ----------- ----------- ----------- ----------- -------------
Total current assets. 7,814,378 1,673,926 (1,113,477) 1,859,000 -- 10,233,827
Property and equipment, net.. 2,986,762 40,643 (a) -- 557,491 -- 3,584,896
Intangible assets, net....... 14,459,340 -- 10,701,514 (a) -- -- 25,160,854
Other assets, net............ 660,794 56,851 (56,851) (c) 20,786 -- 681,580
----------- ----------- ----------- ----------- ----------- -------------
Total assets......... $25,921,274 $ 1,771,420 $ 9,531,186 $ 2,437,277 $ -- $ 39,661,157
=========== =========== =========== =========== =========== =============

LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable.......... $ 1,052,924 $ 89,845 $ (89,845) (c)$ 939,355 $ -- $ 1,992,279
Management fees payable... -- 418,244 (a) (418,244) (b) -- -- --
Payable to affiliated
physician groups....... 1,211,197 -- -- 513,811 -- 1,725,008
Accrued salaries, wages and
benefits............... 1,097,484 -- -- -- -- 1,097,484
Accrued expenses and other
current liabilities.... 1,366,460 766,133 (a) (101,627) (c) 328,208 -- 1,694,668
(664,506) (b)
Current maturities of notes
payable................ 759,872 68,929 (68,929) (c) 449,119 -- 1,208,991
Current maturities of capital
lease obligations...... 269,361 -- -- -- -- 269,361
Deferred purchase
price.................. 169,408 -- -- -- -- 169,408
--------- ---- ----- ----- ---- ----------
Total current
liabilities.......... 5,926,706 1,343,151 (1,343,151) 2,230,493 -- 8,157,199
Notes payable, net........... 1,191,025 93,006 (93,006) (c) 379,477 -- 1,570,502
Capital leases............... 1,030,171 -- -- -- -- 1,030,171
Deferred purchase price...... 718,000 -- -- -- -- 718,000
Convertible subordinated notes
payable................... 1,800,274 -- -- -- -- 1,800,274
Other long term liabilities.. 393,575 -- -- -- -- 393,575
----------- ----------- ----------- ----------- ----------- -------------
Total liabilities...... 11,059,751 1,436,157 (1,436,157) 2,609,970 -- 13,669,721
Redeemable convertible
preferred stock........... 2,953,358 -- -- -- (2,953,358) --
Redeemable common stock...... 991,776 -- -- -- (991,776) --
Stockholders' equity:
Class B common stock...... 601,893 -- -- -- (601,893) --
Common stock.............. 9,226,653 335,263 (335,263) (d) 1,589,218 4,547,027 23,274,722
7,911,824 (e) --
Common stock to be issued. 2,385,760 -- 3,390,782 (e) -- -- 5,776,542
Stockholder notes receivable (122,500) -- -- -- -- (122,500)
Retained earnings......... (1,175,417) -- -- (1,761,911) -- (2,937,328)
----------- ----------- ----------- ----------- ----------- -------------
Total stockholders' equity 10,916,389 335,263 10,967,343 (172,693) 3,945,134 25,991,436
----------- ----------- ----------- ----------- ----------- -------------
Total liabilities and
stockholders' equity... $25,921,274 $ 1,771,420 $ 9,531,186 $ 2,437,277 $ -- $ 39,661,157
=========== =========== =========== =========== =========== =============
</TABLE>

See accompanying notes to pro forma consolidated financial information.

<PAGE>

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>

1996 TRANS-
HISTORICAL ACTIONS (H) ADJUSTMENTS PRO FORMA

<S> <C> <C> <C> <C>
Physician group revenue, net....................... $ 20,779,713 $ 26,646,356 $ - $ 47,426,069
Less: cost of affiliated physician services........ 9,249,421 10,847,248 (10,847,248) (i) 19,031,014
9,781,593 (j)
Net revenue........................................ 11,530,292 15,799,108 1,065,655 28,395,055

Operating expenses:
Clinic salaries and benefits.................... 4,483,942 7,659,268 (603,070) (k) 11,540,140
Clinic rent and lease expense................... 1,222,006 1,804,992 17,630 (l) 3,044,628
Clinic supplies................................. 1,411,472 1,579,733 - 2,991,205
Other clinic costs.............................. 2,644,614 4,669,761 (402,809) (m) 6,911,566
General corporate expenses...................... 1,824,521 - - 1,824,521
Depreciation and amortization................... 201,567 356,822 (29,365) (n) 988,406
459,382 (o)
Interest expense................................ 50,355 131,903 (25,442) (p) 216,020
59,204 (q)
------------- ------------- --------------
11,838,477 16,202,479 (524,470) 27,516,486
------------- ------------- -------------- --------------

Income (loss) before provision for
income taxes.................................... (308,185) (403,371) 1,590,125 878,569

Provision for income taxes......................... - 9,445 324,411 (r) 333,856
------------- ------------- -------------- --------------

Net income (loss).................................. $ (308,185) $ (412,816) $ 1,265,714 $ 544,713
============= ============= ============== ==============

Net income (loss) per share
outstanding..................................... $ (0.04) 0.05
============= ==============

Weighted average number of common shares
outstanding..................................... 7,578,094 10,390,974
============= ==============
</TABLE>

See accompanying notes to pro forma consolidated financial information.

<PAGE>

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)

PRO FORMA
1995 FOR 1995 1996
TRANS- TRANS- TRANS-
HISTORICAL ACTIONS (H) ADJUSTMENTS ACTIONS (S) ACTIONS (H) ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C> <C> <C> <C>
Physician group
revenue, net.... $ 1,918,029 $7,907,397 $ - $9,825,426 $ 49,369,434 $ (116,000) $59,078,860
Less: cost of
affiliated physician
services..... 759,513 4,116,214 (4,116,214) (i) 4,691,885 19,293,238 (19,293,238)(i) 24,023,340
3,932,372 (j) 19,331,455 (j)
----------- ---------- ----------- ---------- ------------ -----------
Net revenue..... 1,158,516 3,791,183 183,842 5,133,541 30,076,196 (154,217) 35,055,520

Operating expenses:
Clinic salaries and
benefits...... 554,384 984,071 (56,589) (k) 1,481,866 13,278,985 (1,365,246)(k) 13,395,605
Clinic rent and lease
expense....... 115,028 467,305 - 582,333 3,025,426 49,487 (l) 3,657,246
Clinic supplies 111,703 347,178 - 458,881 2,958,726 - 3,417,607
Other clinic costs 242,491 1,737,455 (205,624) (m) 1,774,322 8,682,090 (792,746)(m) 9,663,666
General corporate
expenses...... 802,980 - - 802,980 - 1,629,715 (t) 2,432,695

Depreciation and
amortization.. 34,302 14,870 (14,870) (n) 330,002 693,032 (257,319)(n) 1,321,165
295,700 (o) 555,450 (o)
Interest expense
(income)...... (5,030) 23,620 (23,620) (p) (5,030) 259,684 (132,619)(p) 305,006
- 182,971 (q)
----------- ---------- ----------- ---------- ------------ -----------
1,855,858 3,574,499 (5,003) 5,425,354 28,897,943 (130,307) 34,192,990
----------- ---------- ----------- ---------- ------------ ----------- -----------

Income (loss)
before
provision
for income
taxes........... (697,342) 216,684 188,845 (291,813) 1,178,253 (23,910) 862,530

Provision
(benefit)
for income
taxes........... - - (110,889) (r) (110,889) 181,326 257,324 (r) 327,761
----------- ---------- ----------- ---------- ------------ ----------- -----------

Net income
(loss).......... $ (697,342) $ 216,684 $ 299,734 $ (180,924) $ 996,927 $ (281,234) $ 534,769
=========== ========== ========== ========== ============ =========== ===========

Net income
(loss) per
share........... $ (0.09) $ 0.05
========== ===========

Weighted average
number of
common shares
outstanding..... 7,510,269 10,350,350
=========== ===========
</TABLE>

See accompanying notes to pro forma consolidated financial information.

<PAGE>

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

During the year ended December 31, 1995, the Company acquired, through
its wholly owned subsidiary, certain operating assets and assumed certain
operating liabilities of a physician group located in Texas. During the nine
months ended September 30, 1996, the Company, through its wholly owned
subsidiaries, acquired certain operating assets and assumed certain operating
liabilities of four additional physician groups located in Alabama, Kentucky,
and Texas. The Company has also entered into an agreement to acquire the
operating assets and assume certain operating liabilities of Abilene, which is
currently operated under an interim service agreement with the closing to occur
on February 16, 1997. In addition, the Reno merger will be consummated
simultaneously with the closing of the Offering.

NET REVENUE

Under the service agreements, the Company provides the physician group
with the facilities and equipment used in the group's medical practice, assumes
responsibility for the management of the operations of the practice, and employs
substantially all of the non-physician personnel utilized by the group.

The Company's management fees are dependent upon the operating income of
the affiliated physician groups. Under the service agreements, the affiliated
physician groups receive a fixed percentage (typically 85%) of group operating
income. Group operating income is defined in the agreements as the group's net
medical revenues less certain contractually agreed-upon clinic expenses,
including clinic salaries and benefits, rent, insurance, interest and other
direct clinic expenses. The percentage of group operating income paid to the
physician groups is reflected as cost of affiliated physician services in the
accompanying statements of operations. The remaining amount of the group
operating income (typically 15%) and an amount equal to 100% of the clinic
expenses are reflected as net revenue in such statements.

PRO FORMA CONSOLIDATED BALANCE SHEET

The adjustments reflected in the pro forma consolidated balance sheet
are as follows:

(a) To record the assets acquired and liabilities assumed by ProMedCo in the
Abilene acquisition. The acquisition has been accounted for by the purchase
method of accounting and, accordingly, the purchase price has been
allocated to the assets acquired and liabilities assumed based on the
estimated fair values as of September 30, 1996. Common stock issued and to
be issued in connection with the acquisition totaled 1,883,768 shares. The
number of shares issued and to be issued in connection with the acquisition
is based upon the estimated fair value of the clinic assets acquired and
liabilities assumed, divided by $6. The fair value of the clinic net assets
was determined based on an analysis of estimated future clinic operating
results. The $6 value per

<PAGE>

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL INFORMATION -- CONT.

common share was based upon arm's length negotiations between the
Company and the sellers. All negotiations were completed and agreements
entered into in December 1995.

The following methods and assumptions were used to estimate fair value:

Cash and cash equivalents- The historical carrying amount approximates
fair value.

Accounts receivable, net- The Company reviewed receivable balances and
determined that fair value approximates their historical carrying
amount.

Property and equipment, net- The Company performed an asset by asset
review and determined that fair value approximates their historical
carrying amount.

Liabilities assumed- Given the short term nature of the liabilities
assumed, the historical carrying amount approximates their fair value.

Intangible assets- The intangible assets purchased are summarized as
follows:

Service agreement rights $ 10,701,514

Service agreement rights are being amortized using the straight-line
method over 40 years, the non-cancelable term of the service agreements
not including options for future extensions. The service agreements are
cancelable only for cause. In the event a physician group breaches the
service agreement, or if the Company terminates with cause, the
physician group is required to purchase all related assets, including
the unamortized portion of any intangible assets, at their then net
book value.

(b) To eliminate the Abilene portion of management fees receivable and due
from affiliated physician groups on ProMedCo's historical balance sheet
and the related payables on Abilene's historical balance sheet. The
entire $1,082,750 relates to unpaid management fees and cash advances
owed to ProMedCo by Abilene under the terms of the service agreement.

(c) To eliminate assets not acquired and liabilities not assumed by
ProMedCo in the Abilene acquisition as stated in the purchase
agreement.

(d) To eliminate the owner's equity of Abilene in connection with the
purchase accounting for the acquisition.

(e) To record the Common Stock issued and issuable in exchange for the
assets acquired and liabilities assumed in connection with the Abilene
acquisition. The purchase agreement requires 70% of the purchase price
to be paid at closing, with the remaining 30% payable at future dates.

(f) To record the Reno merger. The Reno merger will be accounted for as a
pooling of interests, and accordingly the historical balance sheet of
Reno as of September 30, 1996 has been combined with the ProMedCo
balance sheet.

<PAGE>

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL INFORMATION -- CONT.

(g) To reflect the conversion of all Redeemable Convertible Preferred Stock
and Class B Common Stock into Common Stock and the termination of the
Company's contingent obligation to repurchase Redeemable Common Stock.
The Equity Conversions assume that all stock was converted using a
one-for-one conversion ratio, as provided in the Company's Certificate
of Incorporation.

PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

The adjustments reflected in the pro forma consolidated statements of
operations for the nine months ended September 30, 1996 and the year
ended December 31, 1995 are as follows:

(h) The Transactions column represents the historical revenues and expenses of
the physician groups for that portion of the year preceding the groups'
affiliation with the Company. The 1995 transactions include North Texas
Medical Surgical, P.A. and Abilene Diagnostic Clinic, P.L.L.C. The 1996
transactions include the Abilene Association of Anesthesiology, P.A. and
the additional doctors that joined the Abilene Diagnostic Clinic, P.L.L.C.
during 1996, Cullman Family Practice, P.C., Family Medical Clinic, P.C.,
Morgan-Haugh, P.S.C., HealthFirst Services, Inc. and Tarrant Family
Practice, P.A., King's Daughters Clinic, P.A., and Western Medical
Management Corp., Inc.

(i) To eliminate the historical cost of affiliated physician services for each
acquired physician group.

(j) To record the cost of affiliated physician services to the percentage
specified in the service agreement entered into with each affiliated
physician group. The adjustment is for the periods the physician groups
were not managed under the service agreements.

(k) To eliminate the salaries of nurses and physician extenders at
historical levels for the periods not covered by the service
agreements. The service agreements provide that these costs are for the
account of the physician groups.

(l) To record additional rental expense related to the rental of clinic
space from affiliated physician groups.

(m) To eliminate physician benefits and other physician-related costs, such
as club dues and subscriptions, that will not be paid by the Company.

(n) To eliminate the depreciation and amortization expense recorded by the
physician groups at historical values.

(o) To adjust depreciation expense by $85,637 and $253,809 and amortization
expense by $373,745 and $597,341 for the nine months ended September
30, 1996 and the year ended December 31, 1995, respectively. The
adjustment for depreciation expense is computed by dividing total fixed
assets acquired by the weighted average life of the fixed assets
(approximately seven years), less depreciation expense recorded on an
historical basis. The adjustment for amortization expense is computed
by dividing total service agreement rights acquired by the term of the
agreements

<PAGE>

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL INFORMATION -- CONT.

(40 years), less agreement amortization expense recorded on an
historical basis. The adjustments assume the acquired assets were held
for the entire period presented.

(p) To eliminate interest expense related to liabilities not assumed in
connection with acquisitions.

(q) To record interest expense on debt issued in connection with
acquisitions.

(r) To record and adjust estimated federal and state income taxes at a
combined rate of 38%.

(s) The Pro Forma For 1995 Transactions column represents the pro forma
results of operations for the year as if all 1995 transactions were
entered into on January 1, 1995.

(t) To record additional general corporate expenses necessary to manage all
acquired physician groups for the entire year. Additional general
corporate expenses were calculated based on historical 1996
expenditures and include the rental of corporate office space,
management salaries, and corporate overhead.

<PAGE>

SELECTED FINANCIAL DATA

The selected financial data presented below should be read in
conjunction with the consolidated financial statements and the notes thereto of
the Company, the financial statements and the notes thereto of North Texas
Medical Surgical, P.A., Cullman Family Practice, P.C., Family Medical Clinic,
P.C., Morgan-Haugh, P.S.C., HealthFirst Services, Inc. and Tarrant Family
Practice, P.A., Abilene Diagnostic Clinic Practices, King's Daughters Clinic,
P.A., and Western Medical Management Corp., Inc., "Pro Forma Consolidated
Financial Information," and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this Prospectus. The
selected unaudited pro forma consolidated statement of operations data for the
year ended December 31, 1995 and the nine months ended September 30, 1996 give
effect to the Acquisitions and the Reno merger as if they had been completed on
January 1, 1995. The selected unaudited pro forma consolidated balance sheet
data as of September 30, 1996 give effect to the Abilene acquisition and the
Reno merger as if they had been completed on September 30, 1996. Such pro forma
data are presented for illustrative purposes only and do not purport to
represent what the Company's results would have been if such events had occurred
at the dates indicated, nor do such data purport to project the financial
position or results of operations for any future period or as of any future
date. The results for the nine months ended September 30, 1996 are not
necessarily indicative of the results to be expected for the full year.
<TABLE>
<CAPTION>

JULY 1, 1994 YEAR ENDED NINE MONTHS ENDED
(INCEPTION) TODECEMBER 31, SEPTEMBER 30,
DECEMBER 31, PRO FORMA PRO FORMA
1994 1995 1995 1995 1996 1996
----------- --------- ----------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Physician group revenue, net... $ - $1,918,029 $59,078,860 $ 690,110 $20,779,713 $47,426,069
Less: cost of affiliated
physician services........... - 759,513 24,023,340 247,103 9,249,421 19,031,014
----------- --------- ----------- ----------- ----------- -----------
Net revenue.................... - 1,158,516 35,055,520 443,007 11,530,292 28,395,055
Operating expenses:
Clinic salaries and benefits. - 554,384 13,395,605 232,010 4,483,942 11,540,140
Clinic rent and lease expense - 115,028 3,657,246 37,958 1,222,006 3,044,628
Clinic supplies. . .......... - 111,703 3,417,607 42,133 1,411,472 2,991,205
Other clinic costs........... - 242,491 9,663,666 87,372 2,644,614 6,911,566
General corporate expenses... 172,462 802,980 2,432,695 538,033 1,824,521 1,824,521
Depreciation and amortization 1,182 34,302 1,321,165 21,240 201,567 988,406
Interest expense (income).... (3,754) (5,030) 305,006 (12,937) 50,355 216,020
----------- --------- ----------- ----------- ----------- -----------
169,890 1,855,858 34,192,990 945,809 11,838,477 27,516,486
----------- --------- ----------- ----------- ----------- -----------
Income (loss) before provision
for income taxes............. (169,890) (697,342) 862,530 (502,802) (308,185) 878,569
Income tax..................... - - 327,761 - - 333,856
----------- --------- ----------- ----------- ----------- -----------
Net income (loss).......... $ (169,890) $(697,342) $ 534,769 $ (502,802) $ (308,185) $ 544,713
=========== ========= =========== =========== =========== ===========
Net income (loss) per share.... $ (0.03) $ (0.09) $ 0.05 $ (0.07) $ (0.04) $ 0.05
=========== ========= =========== =========== =========== ===========
Weighted average number of
common shares outstanding.... 6,014,197 7,510,269 10,350,350 7,487,146 7,578,094 10,390,974
=========== ========= =========== =========== =========== ===========
</TABLE>

SEPTEMBER 30, 1996
PRO
ACTUAL FORMA
BALANCE SHEET DATA:
Cash and cash equivalents............................ $ 941,038 $ 1,126,394
Working capital...................................... 1,887,672 2,076,628
Total assets......................................... 25,921,274 39,661,157
Long-term debt, less current maturities.............. 5,133,045 5,512,522
Redeemable equity securities......................... 3,945,134 -
Total stockholders' equity........................... 10,916,389 25,991,436

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

ProMedCo is a physician practice management company that consolidates
its affiliated physician groups into primary-care-driven multi-specialty
networks. The Company was incorporated in Texas in 1993 and will be
reincorporated in Delaware prior to the completion of the Offering. ProMedCo
commenced operations in December 1994 and affiliated with its initial physician
group in June 1995. The Company's rapid growth in 1995 and 1996 has resulted
primarily from its affiliation with additional physician groups. The Company is
affiliated with seven physician groups in four states representing 151
physicians and 43 physician extenders practicing at 23 service sites. When
affiliating with a physician group, the Company typically acquires at fair
market value the group's non-real estate operating assets and enters into a
40-year service agreement with the group in exchange for a combination of Common
Stock, cash, other securities of the Company, and/or the assumption of certain
liabilities. The Company has also entered into a merger agreement with Reno, a
physician management company. Reno commenced operations in 1988 and provides
physician management services similar to those provided by the Company. Under
the terms of the agreement, Reno will exchange its common stock for common stock
of the Company. The business combination is expected to be consummated upon the
closing of the Offering and will be accounted for as a pooling of interests, as
defined by APB No. 16, "Business Combinations."

Physician group revenue represents the revenue of the physician groups,
reported at the estimated realizable amounts from patients, third-party payors
and others for services rendered, net of contractual and other adjustments. The
cost of affiliated physician services represents amounts paid to the physicians
pursuant to the service agreements between the Company and the physician groups.
Net revenue represents the management fees paid to the Company under these
agreements. The management fee consists of payment for all clinic expenses plus
a percentage of group operating income, as defined below. Under the service
agreements, the Company provides the physician group with the facilities and
equipment used in the group's medical practice, assumes responsibility for the
management of the operations of the practice, and employs substantially all of
the non-physician personnel utilized by the group. The Company's management fees
are dependent upon the operating income of the affiliated physician group. Under
the service agreements, the affiliated physician groups receive a fixed
percentage (typically 85%) of group operating income. Group operating income is
defined in the agreements as the group's net medical revenues less certain
contractually agreed-upon clinic expenses, including clinic salaries and
benefits, rent, insurance, interest and other direct clinic expenses. The
percentage of group operating income paid to the physician groups is reflected
as cost of affiliated physician services in the accompanying statements of
operations. The remaining amount of the group operating income (typically 15%)
and an amount equal to 100% of the clinic expenses are reflected as net revenue
in such statements.

Operating expenses consist of the expenses incurred by the Company in
fulfilling its obligations under the service agreements. These expenses are the
same as the operating costs and expenses that would have been incurred by the
affiliated groups, including non-physician salaries, employee benefits, medical
supplies, building rent, equipment leases, malpractice insurance premiums,
management information systems and other expenses related to clinic operations.
The distribution to the group for

<PAGE>

providing medical services is increased or decreased by a percentage of the
group's surplus or deficit, respectively, in net revenue under risk-sharing
arrangements pursuant to capitated managed care contracts.

In addition to the clinic expenses discussed above, the Company also
incurs personnel and administrative expenses in connection with maintaining a
corporate office function that provides management, administrative, marketing
and acquisition services to the affiliated groups. The Company's profitability
depends on, among other things, increasing market share, expanding healthcare
services, enhancing operating efficiencies, and developing favorable contractual
relationships with payors.

Management believes that industry trends toward cost containment and
lower reimbursement rates will continue to result in a reduction from historical
levels in per patient revenue. Further reductions in reimbursement rates could
have an adverse effect on the Company's operations unless the Company is
otherwise able to offset such payment reductions.

For the nine months ended September 30, 1996, three of the Company's
affiliated physician groups each contributed 10% or more of the Company's pro
forma net revenue. Temple, Reno, and Abilene represented approximately 34.2%,
20.6%, and 19.6% of the pro forma net revenue, respectively.

<PAGE>

RESULTS OF OPERATIONS

As a result of the Company's rapid growth and limited period of
affiliation with its affiliated physician groups, the Company does not believe
that the period-to-period comparisons and percentage relationships within
periods set forth below are meaningful. The Company commenced operations in
December 1994 and affiliated with its first physician group in June 1995 and its
second group in December 1995. The Company entered into affiliations with four
additional groups during the nine months ended September 30, 1996. Changes in
results of operations for the nine months ended September 30, 1996 as compared
to the nine months ended September 30, 1995 and for the year ended December 31,
1995 were caused primarily by affiliations with these five physician groups.

The following table sets forth the percentages of net physician group
revenue represented by certain items reflected in the Company's consolidated
statements of operations.
<TABLE>
<CAPTION>

YEAR ENDED NINE MONTHS ENDED SEPTEMBER 30,
DECEMBER 31, PRO FORMA
1995 1995 1996 1996
------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Physician group revenue, net.......... 100.0% 100.0% 100.0% 100.0%
Less: cost of affiliated
physician services................. 39.6 35.8 44.5 40.1
------------- ------------- -------------- -------------
Net revenue........................... 60.4 64.2 55.5 59.9
Operating expenses:
Clinic salaries and benefits....... 28.9 33.6 21.6 24.3
Clinic rent and lease expenses..... 6.0 5.5 5.9 6.4
Clinic supplies.................... 5.8 6.1 6.8 6.3
Other clinic costs................. 12.6 12.7 12.7 14.6
General corporate expenses......... 41.9 78.0 8.8 3.8
Depreciation and amortization...... 1.8 3.1 1.0 2.1
Interest expense (income).......... (0.3) (1.9) 0.2 0.5
------------- ------------- -------------- -------------
Net income (loss)............... (36.4)% (72.9)% (1.5)% 1.9%
============= ============= ============== =============
</TABLE>

For the nine months ended September 30, 1996, net physician group
revenue was $20,779,713, compared with $690,110 for the nine months ended
September 30, 1995, an increase of $20,089,603. For the nine months ended
September 30, 1996, pro forma net physician group revenue was $47,426,069. For
the nine months ended September 30, 1996, cost of affiliated physician services
was $9,249,421, compared with $247,103 for the nine months ended September 30,
1995. For the nine months ended September 30, 1996, net revenue was $11,530,292,
compared with $443,007 for the nine months ended September 30, 1995, an increase
of $11,087,285. For the nine months ended September 30, 1996, pro forma net
revenue was $28,395,055. For the year ended December 31, 1995, net revenue was
$1,158,516, compared with zero for the period from July 1, 1994 (inception) to
December 31, 1994. The increase in net physician group revenue, cost of
affiliated physician services, and net revenue resulted from the affiliation
with five physician groups since December 1995.

For the period from July 1, 1994 (inception) to December 31, 1994 and
through the nine months ended September 30, 1995, general corporate expenses
exceeded net revenue due to the start-up nature of the Company. While declining
as a percentage of net revenue, the level of these expenses continued to
increase during 1995 and through the nine months ended September 30, 1996, as
the Company continued to add to its management infrastructure. While the Company
expects that these expenses will

<PAGE>

continue to increase as the Company increases the number of affiliated physician
groups, it believes that these expenses will continue to decline as a percentage
of net revenue. Pro forma net income for the nine months ended September 30,
1996 was $544,713.

The mix of physician specialities and ancillary services affects clinic
salaries and benefits, clinic supplies, and deprecation and amortization.
Generally, primary care and office-based physician practices are less capital
intensive, but require a higher number of support staff, than specialty care or
hospital-based practices. The percentage of primary care physicians to total
physicians affiliated with the Company was 84% and 58% (70% on a pro forma
basis) at December 31, 1995 and September 30, 1996, respectively.

Clinic rent and lease expense as a percentage of net revenue will vary
based on the size of each of the affiliated group offices and the current market
rental rate for medical office space in the particular geographic markets. Other
clinic costs will vary as a percentage of net revenue based on regional cost
differences and the Company's ability to implement operational efficiencies and
negotiate more favorable purchasing arrangements.

<PAGE>

SUMMARY OF OPERATIONS BY QUARTER (UNAUDITED)

The following table presents unaudited quarterly operating results for
the preceding five quarters. The Company believes that all necessary
adjustments, consisting only of normal, recurring adjustments, have been
included in the amounts stated below to present fairly the quarterly results
when read in conjunction with the Company's consolidated financial statements
and notes thereto included elsewhere in this Prospectus. Future quarterly
results may fluctuate depending on, among other things, the timing and number of
affiliations with physician groups. Results of operations for any particular
quarter are not necessarily indicative of results of operations for a full year
or for future periods.
<TABLE>
<CAPTION>

THREE MONTHS ENDED
SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30,
1995 1995 1996 1996 1996
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Physician group
revenue, net........... $ 517,366 $ 1,227,919 $ 4,139,217 $ 6,981,105 $ 9,659,391
Less: cost of affiliated
physician services..... 192,390 512,410 2,010,147 3,286,250 3,953,024
----------- -------------- ------------- ------------- --------------
Net revenue............... 324,976 715,509 2,129,070 3,694,855 5,706,367
Operating expenses:
Clinic salaries and
benefits............. 175,139 322,374 778,356 1,434,784 2,270,802
Clinic rent and lease
expense.............. 29,002 77,070 262,838 395,255 563,913
Clinic supplies........ 33,705 69,570 241,329 417,935 752,208
Other clinic costs..... 54,362 155,119 492,078 855,920 1,296,616
General corporate
expenses............. 177,452 264,947 581,596 676,098 566,827
Depreciation and
amortization......... 12,961 13,062 31,591 43,378 126,598
Interest expense
(income)............. (3,858) 7,907 (28,768) 27,618 51,505
---------- -------------- ------------ ------------ --------------
Net income (loss).... $ (153,787) $ (194,540) $ (229,950) $ (156,133) $ 77,898
========== = ============== ============ ============ ==============

OTHER DATA (AT END OF PERIOD):
Affiliated physicians..... 8 32 51 72 118
Affiliated physician
groups................... 1 2 3 5 6
Number of service sites... 1 4 6 15 19
States.................... 1 1 2 3 3
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1996, the Company had $1.9 million in working capital,
a decrease of $1.1 million from December 31, 1995. The decrease was primarily
related to cash paid and short-term obligations incurred relative to the 1996
Acquisitions. The Company's principal sources of liquidity as of September 30,
1996 consisted of cash and cash equivalents of $941,000 and net accounts
receivable of $4.8 million. In addition, effective July 15, 1996 the Company
entered into the Credit Facility, providing a $25.0 million revolving working
capital loan.

<PAGE>

The Company has financed its acquisitions, capital expenditures, and
working capital needs since inception through a combination of (i) private
placements of capital stock and (ii) issuances of Common Stock, debt, and
convertible subordinated notes and assumption of equipment financing and other
debt in the Acquisitions. Through September 30, 1996, the Company paid or
committed to pay consideration in an aggregate amount of approximately $17.3
million in connection with the Acquisitions, consisting of $11.9 million of
issuances or committed issuances of Common Stock, $3.6 million of debt assumed,
and $1.8 million of cash paid.

For the year ended December 31, 1995 and the nine months ended
September 30, 1996, cash used by operations was approximately $600,000 and
$200,000, respectively. During 1995 and the nine months ended September 30, 1996
the Company incurred losses of approximately $700,000 and $300,000,
respectively, and increases in non-cash current assets were offset by increases
in current liabilities.

Cash used in investing activities was $2.1 million in 1995 and $39,000
for the nine months ended September 30, 1996. In 1995, the Company purchased
government-sponsored agency debt securities with maturities of less than six
months. During the 1996 period, cash used in investing activities was primarily
for the acquisition of physician groups.

Cash provided by financing activities (primarily related to the
issuance of the Company's Redeemable Convertible Preferred Stock) for the year
ended December 31, 1995 totaled $3.3 million.

Under the terms of the Credit Facility, the Company paid a commitment
fee in July 1996 of $500,000, which was capitalized and is being amortized as an
adjustment to interest expense using the effective interest method. The interest
rate under the Credit Facility is, at the Company's option (i) the 30-day
commercial paper rate of issuers whose corporate bonds are rated "AA" plus
3.25%, (ii) reserve adjusted LIBOR plus 3.25%, or (iii) prime rate plus 0.5%.
The Credit Facility, which expires July 15, 1999, includes certain restrictive
covenants including prohibitions on the payment of dividends, limitations on
capital expenditures, and the maintenance of minimum net worth and certain
financial ratios (including minimum interest-expense and debt-service coverage,
maximum debt-to-capitalization, and maximum senior debt-to-EBITDA, as defined).
At September 30, 1996 borrowings under the Credit Facility were $647,000 and the
interest rate in effect was 8.75%.

Although each of the Company's service agreements with its affiliated
physician groups requires the Company to provide capital for equipment,
expansion, additional physicians, and other major expenditures, no specific
amount has been committed in advance. Capital expenditures are made based
partially upon the availability of funds, the sources of funds, alternative
projects, and an acceptable repayment period.

The Company's acquisition and expansion programs will require
substantial capital resources. In addition, the operation and expansion of
physician groups will require ongoing capital expenditures. The financing of
future acquisitions and business expansion is anticipated to be provided by a
combination of the proceeds of this Offering, the Credit Facility, and cash
flows from operations. The Company believes that the combination of these
sources will be sufficient to meet the Company's currently anticipated
acquisition, expansion, and working capital needs through 1997. In addition, in
order to meet its long-term liquidity needs, ProMedCo expects to incur, from
time to time, additional short- and long-term bank indebtedness and to issue
additional equity and debt securities, the availability and terms of which will
depend upon market and other conditions. There can be no assurance that such
additional

<PAGE>

financing will be available on terms acceptable to the Company. The failure to
raise the funds necessary to finance its future cash requirements could
adversely affect the Company's ability to pursue its strategy and could
adversely affect its results of operations for future periods.

<PAGE>

BUSINESS

GENERAL

ProMedCo commenced operations in December 1994 and has since affiliated
with seven physician groups aggregating 151 physicians and 43 physician
extenders (primarily physician assistants and nurse practitioners) at 23 sites
in Texas, Alabama, Kentucky, and Nevada. Currently, approximately 70% of the
Company's affiliated physicians are primary care providers. Following the
Offering, approximately
% of ProMedCo's outstanding Common Stock will be owned by the Company's
management and affiliated physicians.

INDUSTRY OVERVIEW

The healthcare delivery system in the United States has been undergoing
substantial change, largely in response to concerns over the quality and
escalating cost of healthcare. National expenditures for healthcare grew from
$250 billion in 1980 to an estimated $1 trillion in 1995. Of the total estimated
1995 expenditures, physicians received approximately $200 billion for their own
services and controlled an additional $600 billion through the referral of
patients for additional care and services provided by others.

The substantial increase in healthcare expenditures has led to the
widespread establishment and growth of managed care organizations ("MCOs"),
consisting primarily of HMOs and preferred provider organizations ("PPOs"). As
MCO enrollment has grown, so has MCO influence over physicians and other
healthcare providers. MCOs have increased their efforts to reduce costs and
bring about greater accountability with respect to the quality and
appropriateness of care.

As a result of increased enrollment in managed care health plans,
physicians and other healthcare providers, in order to retain broad access to
patients, are seeking to become components of vertically integrated healthcare
delivery systems that provide a full range of services for the MCOs that operate
those plans. Typically, the physician and hospital components of these
integrated systems contract with MCOs to provide medical and hospital services
to MCO enrollees pursuant to risk-sharing and other arrangements. Such
risk-sharing arrangements commonly consist of "capitated" risk contracts, under
which providers undertake to provide a specified range of services for a
predetermined fixed fee per enrollee. Such an arrangement results in a greater
predictability of revenues, but exposes the provider to the risk of fluctuations
in the costs of providing the services. To the extent that patients or enrollees
covered by such contracts require more frequent or extensive care than is
anticipated, operating margins

<PAGE>

may be reduced and the revenues derived from such contracts may be insufficient
to cover the costs of the services provided. Many physician groups are
concluding that, in order to compete effectively in the managed care
environment, they need to have greater control over the delivery of a wider
range of healthcare services and expenditures. Accordingly, an increasing number
of physician groups are entering into capitation arrangements under which they
assume contractual risk and responsibility for healthcare provided by others.

The private practice of medicine remains a largely fragmented market.
The American Medical Association reports that, of the approximately 613,000
physicians actively involved in patient care in the United States, only 34% are
currently practicing in groups. Many of these are small to mid-sized physician
groups, which are at a competitive disadvantage in the managed care environment.
They generally do not have the market presence, expertise, or sophisticated cost
accounting and quality management systems required for capitated risk-sharing
arrangements. In addition, they often lack the capital required to purchase new
medical equipment and information systems to enhance the efficiency and quality
of their practices.

Physician groups are increasingly turning to physician-driven
organizations such as ProMedCo to provide the professional management expertise
and capital required to compete in the managed care environment and otherwise to
assist them with the increasingly complex management of physician practices.
ProMedCo believes that this has resulted in a need for management organizations
committed to preserving the professional autonomy of physician groups and whose
economic incentives are fully aligned with those of physicians. Because of the
unique position of primary care physicians in managing the delivery of
healthcare by both providing primary care and controlling patient referrals,
ProMedCo further believes that multi-specialty groups with a substantial primary
care orientation are likely to be best positioned to succeed in the emerging
managed care environment.

STRATEGY

The Company's strategy is to affiliate with leading physician groups in
pre-managed-care markets and expand and integrate them into comprehensive
multi-specialty networks to increase their market presence and position them to
become the physician component of managed care delivery systems as they develop
in their local markets. The key elements of the Company's strategy are as
follows:

Affiliate with Primary-Care-Oriented Multi-Speciality Groups. ProMedCo
believes that the primary care physician increasingly will manage the delivery
of healthcare services to patients by providing primary care and controlling
patient referrals for specialist, hospital, and other healthcare services.
Because of this central role, the Company believes that multi-specialty
physician groups with a primary care orientation can more effectively manage
capitated risk than other participants in the healthcare delivery system. The
Company also believes that primary care physicians and specialists organized
within a single multi-specialty network provide a comprehensive range of
services that is attractive to MCOs.

Continue to Penetrate Pre-Managed-Care Markets. Notwithstanding the
increasing presence of MCOs, managed care is just beginning to reach many
communities, principally outside of or adjacent to large metropolitan areas.
ProMedCo seeks to affiliate in such markets with high quality physician groups
that recognize the need for outside managerial, financial, and business
expertise, that are committed to expanding their practices, and that are, or
have the potential to be, the leading multi-specialty groups within their
markets.

<PAGE>

Expand Existing Groups. ProMedCo seeks to increase the market presence
of each of its affiliated groups within the group's local market. The Company
facilitates expansion of the groups through affiliations with and recruitment of
other primary care physicians and selected specialists, recruitment of physician
extenders, and expansion of selected ancillary services.

Preserve Local Autonomy. While the Company provides management
expertise to a newly affiliated group, it believes that each physician group
presents unique management issues and therefore is best served by decentralized
management. The Company generally retains the group's existing administrative
staff, adding additional management personnel as the group expands. Each group's
physicians continue to maintain full professional control of the practice of
medicine. The Company establishes for each group a policy council, comprised
equally of physicians and ProMedCo representatives, to determine the broad
strategic and operational policies of the group.

Align Economic Interests. ProMedCo believes that affiliations with
practice management organizations whose incentives are fully aligned with the
interests of physicians are more attractive to physicians than affiliations with
hospitals or MCOs. Accordingly, ProMedCo employs an affiliation structure under
which the income of both the Company and the physicians within each group depend
upon the operating income of the group, providing a common incentive to expand
the group and increase its efficiency. In conjunction with the group's
affiliation with the Company, the affiliated physicians generally receive
ProMedCo Common Stock, which further aligns their interests with those of the
Company.

DEVELOPMENT AND OPERATIONS

Market Development

ProMedCo's development objective is to affiliate with leading primary
care groups or primary- care-oriented multi-specialty groups within
pre-managed-care secondary markets. The Company performs research and market
analyses to identify priority markets, which generally are communities that have
populations of at least 30,000, have less than 20% HMO penetration, and meet
other market criteria. Such criteria relate to, among other things, the number
of primary care physicians relative to demand, Medicare payment rates, physician
group competition, the number of hospitals, demographics, population growth, and
the likelihood of significant future HMO growth. The Company estimates that
there are approximately 490 markets in 33 states, with an average population of
69,000, that currently satisfy its priority market criteria. The Company ranks
these markets based upon the degree to which they satisfy its criteria, enabling
the Company further to prioritize its development efforts. While the Company
identifies its priority markets in this manner, it expects to pursue development
opportunities in other markets as well.

Within its priority markets, ProMedCo seeks to affiliate either with
primary care groups or with multi-specialty groups that are committed to the
importance of primary care physicians. The Company seeks to affiliate with
groups that have a reputation for providing high quality care and have a
substantial share of their local markets or the potential to acquire such share.
These groups are frequently the largest groups in their markets.

Once ProMedCo has identified a group meeting its criteria, the Company
conducts preliminary discussions to ascertain the group's interest in an
affiliation. If such interest is established, the Company conducts site visits,
analyzes financial and other data, and conducts an extensive due diligence
investigation into the group's operations, leadership, and commitment to
long-term growth. Assuming

<PAGE>

a favorable outcome of the investigation, the Company proposes to purchase the
group's operating assets and enter into a long-term service agreement with the
group. See "--Affiliation Structure."

Upon affiliation with a group, the Company immediately begins to
facilitate expansion of the group within its local market. Group expansion may
be accomplished through affiliations with additional primary-care and specialty
physicians in the community, recruitment of physicians from outside the
community, and addition of physician extenders to the group. One of the
Company's affiliated groups, for example, consisted of 24 physicians when it
entered into an agreement in principle with the Company and, during the ensuing
ten months, has been expanded to 36 physicians, including four new specialities.

Current Operations

Since commencing operations in December 1994, ProMedCo has affiliated
with seven groups currently aggregating 151 physicians and 43 physician
extenders at 23 sites in Texas, Alabama, Kentucky, and Nevada. Approximately 70%
of ProMedCo's affiliated physicians are primary care providers. The primary care
physicians generally consist of family practitioners, general internists,
pediatricians, obstetrician/gynecologists, and urgent-care physicians.
Increasingly, these physicians are augmented by physician extenders, primarily
consisting of physician assistants and nurse practitioners, whom the Company
believes significantly increase the efficiency of delivery of a group's primary
care services. Each of the physician groups also provides, to varying degrees,
medical specialty services and ancillary services. Medical specialities
currently include anesthesiology, endocrinology, gastroenterology, general
surgery, infectious diseases, nephrology, neurology, occupational medicine,
orthopedic surgery, otolaryngology, pulmonology, rheumatology, and urology. Each
of the physician groups is continually seeking to expand its practice through
the addition of primary care physicians and specialists.

The physician groups offer, to varying degrees, a range of ancillary
services such as audiology, clinical laboratories, diagnostic imaging (which may
include CAT scanning, gastrointestinal laboratories, mammography, nuclear
medicine, ultrasound, and x-ray), stress testing, and outpatient surgical
facilities. The Company and each of its affiliated groups continually evaluate
the addition of ancillary services to enhance the growth and profitability of
such group.

<PAGE>

The following table sets forth information concerning the Company's
affiliated physician groups.
<TABLE>
<CAPTION>

BEGINNING OF
MEDICAL PROMEDCO PHYSICIAN MEDICAL SITES OF
GROUP LOCATION AFFILIATION PHYSICIANS EXTENDERS SPECIALITIES SERVICE
<S> <C> <C> <C> <C> <C> <C>

North Texas
Medical Surgical, P.A. Denton, TX June 1995 8 -- 3 1

Abilene Diagnostic
Clinic, P.L.L.C. Abilene, TX December 1995 36 5 9 3
Cullman Primary
Care, P.C. Cullman, AL March 1996 10 1 1 3

Morgan-Haugh,
P.S.C. Mayfield, KY April 1996 13 1 6 2

HealthFirst Medical
Group, P.A. Lake Worth, TX June 1996 12 6 4 6

King's Daughter's
Clinic, P.A. Temple, TX September 1996 41 11 17 3

The Medical Group of
Northern Nevada Reno, NV October 1996 31 19 7 5

--- -- --

TOTAL 151 43 23

</TABLE>

The Abilene and Reno groups are currently operated under interim service
agreements. The Reno merger will be consummated simultaneously with the closing
of the Offering. The acquisition of the Abilene group's operating assets will be
consummated in February 1997 and is subject only to the delivery of customary
closing documents. Following the merger and the asset acquisition, each group
will be operated under a long-term service agreement.

Management Services

Upon affiliating with a physician group, ProMedCo immediately assumes
the management of all aspects of the group's operations other than the provision
of medical services. The operating assets acquired by the Company are provided
for the exclusive use of the group, and substantially all non-physician
personnel utilized in the group's practice become employees of the Company.
ProMedCo provides the full range of administrative services required for the
group's operations, including facilities management and the purchase of medical
malpractice insurance, supplies, and equipment, and a broad spectrum of
financial and accounting services, including budgeting, billing and third-party
reimbursement services. The Company also provides each group with operating
capital and expansion capital for affiliations with other physicians, additions
of ancillary services, and improvements of existing facilities and equipment. As
MCOs expand their presence into the local market, the Company provides expertise
in the negotiation of managed care contracts and the management of risk-sharing
arrangements. Currently, only one of the Company's affiliated groups derives a
significant portion of its revenues from managed care contracts.

While the Company provides a centralized source of expertise in all
aspects of management, it believes that each physician group presents different
operational issues and challenges and therefore employs a system of
decentralized local management of each group. The Company generally retains the
group's existing administrative staff as ProMedCo employees, adding additional
management personnel as the group expands. The physicians in the group continue
to maintain full professional control of the

<PAGE>

practice of medicine, including the hiring and termination of physicians and the
setting of practice guidelines and standards. The Company establishes for each
group a policy council comprised equally of physicians and ProMedCo
representatives to determine the broad strategic and operational policies of the
group. See "--Affiliation Structure."

The Company believes that sophisticated information systems are
essential to reducing the cost and improving the quality of healthcare. Basic
practice management systems have long been necessary for efficient patient
scheduling and registration, billing, and collections. In the future, the
integration of financial, practice management, managed care, and clinical
systems is expected to be imperative for physician groups to remain competitive.
Clinical systems will provide information in the physician's workplace--such as
case management, practice guidelines, and clinical pathways--that will
facilitate the improvement of patient care. Electronic medical records will
automate the clinical workflow and allow access to patient records from multiple
sites, thus providing more effective clinical decision support and increasing
the quality of care. Systems that effectively measure clinical outcomes and
patient satisfaction are likely to become increasingly important as quality
becomes a more significant factor in maintaining and growing market share.

Rather than attempting to develop its own proprietary information
systems, ProMedCo believes it is more cost-effective, in light of the rapidly
changing healthcare and information technology environments, to utilize systems
developed and proven by independent companies. Although there are many systems
currently under development, none are yet available that, in the Company's
opinion, effectively address all of the evolving needs of physicians. The
Company initially works with its affiliated physician groups to maximize the
performance of the groups' existing systems. As MCOs increase their penetration
of each group's market, new or enhanced information systems will be implemented
as required. Ultimately, the Company expects to interface all of its affiliated
clinics with a central data repository for consolidation and evaluation of
operating, clinical, and financial data.

AFFILIATION STRUCTURE

ProMedCo utilizes an affiliation structure that fully aligns the
interests of the Company with those of its physician partners. Moreover, each
physician group retains professional autonomy and control over its medical
practices through continued ownership and governance of its professional
corporation or similar organization.

When a physician group has agreed to affiliate with ProMedCo, the
Company purchases the group's operating assets, excluding real estate, and the
group enters into a long-term service agreement with the Company in exchange for
a combination of Common Stock, cash, other securities of the Company, and/or
assumption of certain liabilities. The Company has utilized, and intends to
continue to utilize, Common Stock in payment of a significant portion of its
consideration for affiliated physician groups. The Company also grants stock
options to certain affiliated physicians and physician extenders, including
those subsequently recruited by the group. See "Management--Physician Stock
Option Plan."

The service agreement between the Company and the physician group
typically becomes effective at the beginning of the month of the acquisition of
the group's operating assets. Under the service agreement, the Company provides
the physician group with the facilities and equipment used in the group's
medical practice, assumes responsibility for the management of the operations of
the practice, and employs substantially all of the non-physician personnel
utilized by the group.

<PAGE>

The income of both the Company and the physicians within each group is
dependent upon the operating income of the group. Under its service agreement,
the physician group receives a fixed percentage (typically 85%) of group
operating income, which is defined as the group's net revenue less certain
contractually agreed-upon clinic expenses before physician salaries and other
physician-related expenses. In addition, the distribution to the group is
increased or decreased by a percentage (typically a variable percentage,
depending upon the amount of revenue) of the group's surplus or deficit,
respectively, in revenues under risk-sharing arrangements pursuant to capitated
managed care contracts. Thus, both the Company and the physicians have
incentives to improve the group's operating income and revenue surplus under
risk-sharing arrangements, and both share the risk that the group may have
limited or no operating income or a deficit under its risk-sharing arrangements.
Although the risk-sharing provisions currently do not have a material effect
upon any affiliated group's operating income, the Company expects such
provisions to become significant as managed care emerges in its groups' local
markets and its groups enter into managed care contracts. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

The Company's service agreements are for a term of 40 years and
generally cannot be terminated by either party without cause, consisting
primarily of bankruptcy or material default. Upon expiration of the term of a
service agreement or in the event of termination, the physician group is
required to purchase the assets related to the practice, including intangible
assets, then owned by the Company at their current book value. Concurrently with
the execution of a service agreement, the physician group is required to enter
into an employment contract with each of its physicians, typically for an
initial term of five years. The employment contract provides for the repayment
to ProMedCo of all or a portion of the physician's share of the consideration
paid by ProMedCo for the group's operating assets and service agreement in the
event of the physician's breach of the contract. Each physician group also
enters into an agreement not to compete with the Company, and each physician
within the group enters into an agreement not to compete with the physician
group during the period of his employment and for a period of time thereafter,
typically two years.

The policy council established for each group is comprised equally of
physicians and ProMedCo representatives. The council meets periodically to
consider and determine broad policies regarding strategic and operational
planning, marketing, arrangements with MCOs, and other major issues involving in
the group's operations. This ensures that the physicians within each group
retain a significant voice in the expansion and operation of their group, while
benefitting from ProMedCo's management experience and expertise.

COMPETITION

The physician practice management industry is highly competitive. The
Company is subject to significant competition both in affiliating with physician
groups and in seeking managed care contracts on behalf of its affiliated groups.
Its competitors include hospitals, managed care organizations, other physician
groups, and other physician practice management companies. Many of the Company's
competitors are larger, have substantially greater resources, and have longer
established relationships with purchasers of healthcare services than the
Company. There can be no assurance that the Company will be able to compete
effectively, that additional competitors will not enter the market, or that such
competition will not make it more difficult to enter into affiliations with
physician groups on terms beneficial to the Company.

<PAGE>

The Company also experiences competition in the recruitment and
retention of qualified physicians and other healthcare professionals on behalf
of its affiliated physician groups. There can be no assurance that the Company
will be able to recruit or retain a sufficient number of qualified physicians
and other healthcare professionals to continue to expand its operations.

GOVERNMENT REGULATION

As a participant in the healthcare industry, the Company's operations
and relationships are subject to extensive and increasing regulation by a number
of governmental entities at the federal and state levels. The Company believes
its operations are in material compliance with applicable laws. Because the
structure of its relationship with physician groups is relatively new, however,
many aspects of the Company's business operations have not been the subject of
state or federal regulatory interpretation. There can therefore be no assurance
that a review of the Company's or the affiliated physicians' business by courts
or regulatory authorities will not result in a determination that could
adversely affect the operations of the Company or that the healthcare regulatory
environment will not change so as to restrict the Company's or its affiliated
physician groups' existing operations or expansion.

The Company estimates that approximately 30% of the net physician group
revenue of the Company is derived from payments made by government-sponsored
healthcare programs (principally Medicare and Medicaid). As a result, any change
in government reimbursement regulations, policies, practices, interpretations,
or statutes could adversely affect the operations of the Company. There are also
state and federal civil and criminal statutes imposing substantial penalties,
including civil and criminal fines and imprisonment, on healthcare providers
that fraudulently or wrongfully bill governmental or other third-party payers
for healthcare services. Although the Company believes it is in material
compliance with such laws, there can be no assurance that its activities will
not be challenged or scrutinized by governmental authorities.

The laws of many states prohibit business corporations such as the
Company from practicing medicine and employing physicians to practice medicine.
The Company performs only non-medical administrative services, does not hold
itself out as a provider of medical services, and does not exercise influence or
control over the practice of medicine by the physicians with whom it is
affiliated. Accordingly, the Company believes it is not in violation of
applicable state laws relating to the practice of medicine. In addition to
prohibiting the practice of medicine, numerous states limit the ability of
entities such as the Company to control physician revenues or to receive
portions of such revenues in excess of the value of services provided. The
Company believes that it is not in violation of applicable state laws relating
to the corporate practice of medicine or sharing of physician revenues.

Certain provisions of the Social Security Act, commonly referred to as
the fraud and abuse provisions, prohibit the payment or receipt of any form of
remuneration in return for the referral of Medicare or Medicaid patients or
patient care opportunities, or in return for the recommendation, arrangement,
purchase, lease, or order of items or services that are covered by Medicare or
Medicaid programs. Many states have adopted similar prohibitions against
payments that are intended to induce referrals of Medicaid and other third-party
payor patients. Although the Company believes that neither it nor any of its
affiliated physician groups is in violation of the any such prohibitions, its
operations do not fit within any of the existing or proposed federal safe
harbors and may therefore be subject to challenge.

<PAGE>

Significant prohibitions against physician referrals were enacted by
Congress in the Omnibus Budget Reconciliation Act of 1993. Subject to certain
exemptions, a physician or a member of his or her immediate family is prohibited
by this legislation from referring Medicare or Medicaid patients to an entity
providing "designated health services" in which the physician has an ownership
or investment interest or with which the physician has entered into a
compensation arrangement. While the Company believes it and its affiliated
physician groups are in compliance with such legislation, future regulations
could require the Company to modify the form of its relationships with physician
groups. Some states have also enacted similar so-called "physician
self-referral" laws, and additional states may follow. The Company believes that
its practices fit within exemptions contained in such statutes. Nevertheless,
expansion of the operations of the Company to certain jurisdictions may require
structural and organizational modifications of the Company's relationships with
physician groups to comply with new or revised state statutes.

Because the Company's affiliated physician groups remain separate legal
entities, they may be deemed competitors subject to a range of antitrust laws
that prohibit anti-competitive conduct, including price fixing, concerted
refusals to deal, and division of market. The Company intends to comply with
such state and federal laws in its development of integrated healthcare delivery
networks, but there can be no assurance that a review of the Company's business
by courts or regulatory authorities will not result in a determination that
could adversely affect the operation of the Company and its affiliated physician
groups.

As a result of the continued escalation of healthcare costs and the
inability of many individuals to obtain health insurance, numerous proposals
have been or may be introduced in the U.S. Congress and state legislatures
relating to healthcare reform. There can be no assurance as to the ultimate
content, timing, or effect of any healthcare reform legislation, nor is it
possible at this time to estimate the impact of potential legislation, which
could be material, on the Company.

INSURANCE

The Company's affiliated physician groups maintain medical malpractice
liability insurance in the amount of $1 million per occurrence and $3 million in
the aggregate. The Company is named as the additional insured on the policies
maintained by each of its affiliated groups. The Company also maintains general
liability and umbrella coverage, including excess malpractice coverage of $5
million per occurrence and $5 million in the aggregate. The cost and
availability of such coverage has varied widely in recent years. While the
Company believes its insurance policies are adequate in amount and coverage for
its current operations, there can be no assurance that the coverage maintained
by the Company will be sufficient to cover all future claims or will continue to
be available in adequate amounts or at a reasonable cost.

EMPLOYEES

As of September 30, 1996, the Company employed approximately 450
people, including those employed in its corporate office. The Company is not
party to any collective bargaining agreement with a labor union and considers
its relations with its employees to be good. The Company does not employ any of
the physicians practicing in its affiliated groups.

<PAGE>

PROPERTIES

The Company currently leases approximately 5,000 square feet of space
at 801 Cherry Street in Fort Worth, Texas, where its headquarters are located,
under a lease terminable upon 60 days' notice by either party. The Company
believes these facilities are adequate for its current uses and that additional
space is available to accommodate its anticipated growth.

The Company leases, subleases, or occupies pursuant to its service
agreements the clinic facilities at which its affiliated physician groups
conduct their practices. The leases have varying terms ranging from
month-to-month to ten years. The Company anticipates that as the affiliated
practices continue to grow and add new services, expanded facilities will be
required.

LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceeding. The
Company's affiliated physician groups are from time to time subject to medical
malpractice claims. Such claims, if successful, could result in substantial
damage awards that may exceed the limits of insurance coverage. The Company does
not engage in the practice of medicine or provide medical services, nor does it
control the practice of medicine by its affiliated physician groups or the
compliance with regulatory requirements directly applicable to such groups.
Nevertheless, there can be no assurance that the Company will not become subject
to such claims in the future.

<PAGE>

MANAGEMENT

The following table sets forth certain information regarding the
directors and executive officers of the Company:

NAME AGE POSITION

Richard E. Ragsdale (1)(2)(3)........... 52 Chairman and Director
H. Wayne Posey(1)(2).................... 58 President, Chief Executive
Officer, and Director
Richard R. D'Antoni..................... 48 Executive Vice President,
Chief Operating
Officer, and Director
Deborah A. Johnson...................... 44 Senior Vice President -
Administration
Dale K. Edwards......................... 34 Vice President - Development
R. Alan Gleghorn........................ 35 Vice President - Operations
Rick E. Weymier......................... 40 Vice President - Managed Care
David T. Bailey, M.D.(4)................ 51 Director
E. Thomas Chaney(1)(2)(3)............... 54 Director
James F. Herd, M.D...................... 60 Director
Jack W. McCaslin(4)..................... 57 Director

(1) Member of Executive Committee
(2) Member of Compensation Committee
(3) Member of Option Committee
(4) Member of Audit Committee

RICHARD E. RAGSDALE, a co-founder of the Company, has served as the
Chairman of its Board of Directors since its inception. He also has served as
the Chairman of the Board of Directors of Community Health Systems, Inc.
("CHS"), a non-urban hospital management company that he co-founded, since its
inception in 1985, and a director of The RehabCare Group, Inc., a publicly owned
rehabilitation services management company, since 1993. Prior to 1985, Mr.
Ragsdale was Senior Executive Vice President, Chief Financial Officer, and a
director of Republic Health Corporation, a hospital management company that he
co-founded in 1981. During 1980 and 1981, he was Vice President and Chief
Financial Officer of INA Healthcare Group, a wholly owned subsidiary of INA
Corporation, and from 1973 to 1980 he was a Vice President of Hospital
Affiliates International, Inc.
("HAI"), a publicly owned hospital management company.

H. WAYNE POSEY, a co-founder of the Company, has been the President,
Chief Executive Officer, and a Director of the Company since its inception. Mr.
Posey was a healthcare consultant from 1975 until 1994, most recently as the
principal in charge of the healthcare services division of McCaslin & Company,
P.C., a public accounting and consulting company in Fort Worth, Texas. Mr. Posey
was employed by HAI from 1970 until 1975, holding the positions of Controller,
Vice President and Controller, and Senior Vice President of Operations. He also
served on HAI's Board of Directors and Executive Committee.

RICHARD R. D'ANTONI has served as Executive Vice President, Chief
Operating Officer, and a Director of the Company since February 1996. From 1990
to 1995, Mr. D'Antoni served as President and Chief Executive Officer of
Cellcor, Inc., a publicly owned biotechnology company. Previously, he

<PAGE>

served as Executive Vice President of Medical Care International, Inc.,
predecessor of Medical Care America, Inc., a publicly owned operator of
outpatient surgical centers, and also was employed by Medical Networks, Inc., a
physician practice management company, where he was responsible for development
and operations.

DEBORAH A. JOHNSON has served as Senior Vice President-Administration
of the Company since October 1996. From February 1995 to October 1996 Ms.
Johnson was, successively, Senior Vice President - Operations and Senior Vice
President - Administration of MedPartners/Inc., a physician practice management
company. From 1978 to 1994 Ms. Johnson served in various executive capacities
with Humana Inc., an integrated healthcare delivery company, Galen Health Care
Inc., a hospital management company, and Columbia/HCA Healthcare Corporation.
Her positions have included Legal Counsel, Director of Strategic Planning, Vice
President-Information Systems, and Vice President-Internal Audit.

DALE K. EDWARDS has served as a Vice President of the Company with
primary responsibility for developing affiliations with physician groups since
November 1994. From November 1993 to November 1994, Mr. Edwards was Vice
President of Physician Network Development with Columbia/HCA Healthcare
Corporation a publicly owned hospital management company, and with Medical Care
America, Inc., prior to its acquisition by Columbia/HCA. From 1991 to 1993, Mr.
Edwards was Vice President of Managed Care and Regional Vice President of Sales
of Medical Care America. Previously, he was employed by HealthPlus, a regional
HMO in the State of Washington, as an Account Executive.

R. ALAN GLEGHORN has served as a Vice President of the Company with
primary responsibility for operations since January 1995. From 1993 to January
1995, Mr. Gleghorn was Administrator and Chief Operating Officer of Family
Healthcare Associates, a 52-member physician medical group practice with nine
locations in the Dallas Fort Worth Metroplex. From September 1984 to August
1993, Mr. Gleghorn served as Associate Administrator of a 56-member physician
medical group in Wichita Falls, Texas. During 1995, he was the President of the
Texas Medical Group Management Association. He is certified as a Medical
Practice Executive by the American College of Medical Practice Executives.

RICK E. WEYMIER has served as Vice President of Managed Care of the
Company since March 1996. From April 1994 to March 1996, he was Chief Operating
Officer of Morgan Health Group, Inc., a 270-member primary care physician
network. From July 1993 until he joined Morgan, Mr. Weymier was Chief Operating
Officer of Southwest Orthopedic Institute, a 24-member physician orthopedic
group. From May 1991 to July 1993, he served as Vice President-Finance of MH
Healthcare, Inc., a hospital- owned 60,000-member prepaid health plan. Mr.
Weymier is certified as a Medical Practice Executive by the American College of
Medical Practice Executives.

DAVID T. BAILEY, M.D. has served as a Director of the Company since January
1996. Dr. Bailey also serves as President of Abilene Diagnostic Clinic,
P.L.L.C., a ProMedCo affiliated physician group. Dr. Bailey is Board Certified
with the American Board of Family Practice and has been a full-time practicing
family physician since 1973. He has served as Chairman of the Department of
Family Practice both at Hendrick Medical Center and Abilene Regional Hospital in
Abilene. He also served as Chairman of the Board of Trustees at Abilene
Christian Schools from 1983 to 1994.

E. THOMAS CHANEY has served as President, Chief Executive Officer, and a
director of CHS, which he co-founded in 1985, since its inception. From 1981 to
1985, Mr. Chaney was Vice President of Finance of ARA Living Centers, an
operator of nursing homes. From 1978 to 1981, he was national

<PAGE>

director of the U.S. healthcare practice of the accounting and consulting firm
of KMG Main Hurdman, and from 1971 to 1978, he held the positions of Controller
and Chief Accounting Officer with HAI. A co-founder of the Company, he has
served as a Director of the Company since its inception.

JAMES F. HERD, M.D. has been in private practice in obstetrics and
gynecology in Fort Worth, Texas since 1968. During 1994, he was the President of
the Tarrant County Medical Society. From 1986 to 1990, he served as Chief and
Vice Chief of Staff at Harris Methodist Hospital in Fort Worth.
He has been a Director of the Company since its inception.

JACK W. MCCASLIN has been the managing principal of McCaslin & Company,
P.C. and its predecessor, McCaslin, Wright & Greenwood, P.C. since 1983. From
1980 to 1982, he was Secretary and Treasurer of Burnett Oil Company, Inc. Prior
to joining Burnett Oil, he was a partner of the public accounting firm of
Deloitte Haskins & Sells in its Fort Worth office. Mr. McCaslin was the
President of the Fort Worth Chapter of Certified Public Accountants in 1993. He
has served as a Director of the Company since its inception.

The Company's Certificate of Incorporation and By-Laws provide that the
Board of Directors is divided into three classes of directors serving staggered
terms. The three classes of the Board of Directors are as follows: Class I,
comprised of Messrs. D'Antoni and Herd, who will serve until 1998; Class II,
comprised of Messrs. Bailey and McCaslin, who will serve until 1999; and Class
III, comprised of Messrs. Chaney, Posey, and Ragsdale, who will serve until
2000.

The Board of Directors has established an Executive Committee, a
Compensation Committee, an Option Committee, and an Audit Committee. The
Executive Committee exercises the powers of the Board of Directors in the
management of the business and affairs of the Company between Board meetings to
the extent permitted by applicable law. The Compensation Committee reviews on
behalf of, and makes recommendations to, the Board of Directors with respect to
the compensation of executive officers. The Option Committee administers the
Company's option plans and makes recommendations to the Board of Directors with
respect to the plans and the grant of options to persons eligible under the
plans. The Audit Committee's functions include recommending to the Board of
Directors the engagement of the Company's independent public accountants,
reviewing with such accountants the plans for and the results and scope of their
auditing engagement, and certain other matters relating to their services
provided to the Company, including the independence of such accountants.

<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth the compensation earned in the year
ended December 31, 1995 by the Chief Executive Officer and each of the most
highly compensated executive officers whose individual remuneration exceeded
$100,000 for the fiscal year (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

Long Term
Compensation
Annual Compensation Awards
Other Securities
Name and Principal Annual Underlying All Other
Position Salary ($) Bonuses ($) Compensation($) Options Compensation
------------------ ----------- ------------ --------------- --------- -------------
<S> <C> <C> <C> <C> <C>
H. Wayne Posey.......................... $ 144,667 $ 12,600 $ - - $ -
President and CEO
Dale K. Edwards......................... 111,250 9,625 - 80,000 -
Vice President-Development
R. Alan Gleghorn........................ 104,199 4,167 - 104,000 -
Vice President-Operations
</TABLE>

OPTION GRANTS IN FISCAL YEAR 1995
<TABLE>
<CAPTION>

Individual Grants Potential Realizable
Percent of Value at Assumed
Number of Total Options Annual Rates of
Shares Granted to Stock Price
Underlying Employees Exercise Appreciation for
Options in Fiscal Year Price Expiration Option Term (2)
-------------------------
Name Granted(1) 1995 Per Share Date 5% 10%
---- ---------- ------------ ----------------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
H. Wayne Posey - - - - -
Dale K. Edwards 80,000 14.6% $6.00 7/1/04 $ $
R. Alan Gleghorn 24,000 4.4% $0.50 7/1/04 $ $
80,000 14.6% $6.00 7/1/04 $ $

- -----------------
<FN>

(1) Represents options to purchase Common Stock granted
pursuant to the 1994 Stock Option Plan. Options generally are exercisable
in 20% increments, commencing one year after the date of grant.

(2) Based upon the estimated initial public offering price and on annual
appreciation of such value, through the expiration date of such options, at
the stated rates. These amounts represent assumed rates of appreciation
only and may not necessarily be achieved. Actual gains, if any, depend on
the future performance of the Common Stock, as well as the continued
employment of the Named Executives for the full term of the options.
</FN>
</TABLE>

<PAGE>

AGGREGATED OPTION EXERCISES IN 1995
AND OPTION VALUES AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>

Number of Number of Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired Warrants/Options at Warrants/Options at
on Value December 31, 1995 December 31, 1995(1)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
H. Wayne Posey - - 277,109(2) 40,000 $ $
Dale K. Edwards - - 8,000 112,000 $ $
R. Alan Gleghorn - - - 104,000 $ $
<FN>
(1) Represents an amount equal to the difference between the estimated initial
public offering price of the Company's Common Stock minus the option
exercise price, multiplied by the number of unexercised options at December
31, 1995.

(2) Represents an option to purchase 155,000 Units, each consisting of one
share of Common Stock and a warrant to purchase .7878 of a share
of Common Stock.
</FN>
</TABLE>

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with Messrs. Posey,
D'Antoni, Edwards, Gleghorn, and Weymier and Ms. Johnson to serve in their
respective current positions. The agreement with Mr. Posey, which expires June
30, 2001, provides for an initial annual base salary of $325,000 plus an annual
bonus not to exceed 120% of base salary, depending upon the achievement of
certain operating goals. In the event Mr. Posey's employment is terminated
without cause or there is a "change in control" of the Company (as defined in
his employment agreement), Mr. Posey is entitled to receive severance benefits
equal to the present value of 36 months of his salary, bonus, and certain other
benefits.

Mr. D'Antoni's agreement, which expires February 9, 1998, currently
provides for a base salary of $260,000, subject to a minimum of 80% of the base
salary of the Chief Executive Officer of the Company. The agreement also
provides that Mr. D'Antoni may receive an annual bonus based upon the
achievement of certain operating goals. The Company has agreed to lend Mr.
D'Antoni up to $500,000 to finance the exercise of options held by him and, in
the event the Company's taxes are reduced because the options do not qualify as
incentive stock options, the amount of such reduction will be applied to the
repayment of any such loan and any excess will be paid to Mr. D'Antoni. In the
event Mr. D'Antoni's employment is terminated without cause or there is a change
in control of the Company, Mr. D'Antoni is entitled to receive his salary and
bonus through the later of February 9, 1998 or one year following such
termination or change in control.

Ms. Johnson's agreement, which expires October 18, 1998, provides for
an initial annual base salary of $150,000 and an annual bonus based upon the
achievement of certain operating goals. In the event Ms. Johnson's employment is
terminated without cause or there is a change in control of the Company, Ms.
Johnson is entitled to receive her salary and bonus through the later of October
18, 1998 or one year following such termination or change in control.

The employment agreements with Mr. Edwards and Mr. Gleghorn expire on
November 14, 1996 and provide for annual salaries of $160,000 and $130,000,
respectively. Messrs. Edwards' and Gleghorn's agreements provide for the payment
of the purchase price of shares of Common Stock (see "Certain Transactions")
over a two-year period under promissory notes that bear interest at annual rates
of 5.71% and 6.2%, respectively. The Company is entitled to repurchase all or a
portion of Mr.

<PAGE>

Edwards' and Mr. Gleghorn's stock for its purchase price less any amounts paid
to the Company in the event their employment is terminated prior to certain
specified dates. Mr. Weymier's agreement expires March 4, 1997 and provides for
an annual salary of $100,000. In addition to the provisions described above, the
agreements with Messrs. Edwards, Gleghorn, and Weymier provide for an annual
bonus based upon the achievement of certain operating goals. In addition, such
agreements provide for an annual increase in salary at least equal to the
increase in the Consumer Price Index.

The Company has established the level of potential bonuses and related
operating goals for its officers for the six months ending December 31, 1996.
Depending upon whether the Company meets or the extent to which it exceeds
certain levels of net income, Messrs. Posey, D'Antoni, and Edwards and Ms.
Johnson will be entitled to receive bonuses of up to 60% of their base salaries
to be paid during the current year, and up to an additional 60% of their base
salaries to be paid in equal installments in January of each of the next three
years, and Messrs. Gleghorn and Weymier will be entitled to receive bonuses of
up to 45% of their base salaries to be paid during the current year, and up to
an additional 40% of their base salaries to be paid in equal installments in
January of each of the next three years.

DIRECTOR COMPENSATION

Members of the Board of Directors receive no cash compensation in their
capacities as Directors. Beginning January 1997, each Director not employed by
the Company will be granted options annually to purchase 2,000 shares of Common
Stock at an exercise price equal to the fair market value of such stock on the
date of grant, exercisable in annual increments of 20%. Each such Director who
is newly appointed or newly elected to the Board of Directors will in addition
be granted options to purchase 5,000 shares of Common Stock upon the same terms.
See "-- Director Stock Option Plan." All Directors are reimbursed for
out-of-pocket expenses incurred in attending meetings of the Board of Directors
or committees thereof and for other expenses incurred in their capacity as
Directors.

The Company has entered into five-year consulting agreements with
Messrs. Ragsdale and Chaney, providing for annual compensation of $60,000 and
$36,000, respectively, under which Messrs. Ragsdale and Chaney provide strategic
and financial advisory services to the Company. Compensation under such
agreements is paid to Messrs. Ragsdale and Chaney in their capacities as
consultants to the Company and not as Directors. The Company believes that the
terms of the arrangements, which were determined through negotiation among the
Company's founders, are as favorable as might have been obtained from
non-affiliated persons.

CERTAIN TRANSACTIONS

In connection with its organization and initial funding, the Company
issued securities to certain of its officers and directors in private
transactions. In July 1994, the Company issued 80,000, 214,068, and 690,000
shares of Common Stock at a purchase price of $0.05 per share to Messrs. Herd,
McCaslin, and Ragsdale, respectively, and 690,000 shares of Common Stock at a
purchase price of $0.03 to Mr. Posey. In connection with such issuances, the
Company also granted such persons warrants to purchase 63,020, 168,634, 543,556,
and 543,556 shares of Common Stock, respectively, at an exercise price of $1.25
per share. In October 1994, the Company issued 500,000, 76,000, and 500,000
shares of Common Stock at a purchase price of $0.50 per share to Messrs. Chaney,
McCaslin, and Ragsdale, respectively. In connection with such issuances, the
Company also granted such persons warrants to purchase 393,882, 59,870, and
393,882 shares of Common Stock, respectively, at an exercise price of $1.25 per
share. In November 1994, the Company issued 40,000 shares of Common Stock at a
purchase

<PAGE>

price of $0.50 per share to Mr. Edwards. In January 1995, the Company issued
20,000 shares of Common Stock at a purchase price of $0.50 per share to Mr.
Gleghorn. In June 1995 the Company granted warrants in connection with the
issuance of notes payable to purchase 60,000 shares of Common Stock at an
exercise price of $2.50 per share to each of Messrs. Chaney and Ragsdale. The
purchase prices for the shares issued in July 1994 in connection with the
initial capitalization of the Company were determined by negotiation; those for
the shares issued subsequently were based upon estimates of the Company's value
and prospects in light of its development as of the date of each respective
transaction. The amounts and exercise prices of the warrants were determined by
negotiations.

In December 1995 the Company issued an aggregate of 500,000 shares of
Redeemable Convertible Preferred Stock at a purchase price of $6.00 per share to
Bessemer Venture Partners, a venture capital firm, and certain related persons
(collectively, "Bessemer"). In addition, the Company issued Bessemer warrants to
purchase 200,000 shares of Redeemable Convertible Preferred Stock at an exercise
price of $6.00 per share for no additional consideration. Upon consummation of
the Offering, all of such shares of Redeemable Convertible Preferred Stock will
be converted into shares of Common Stock on a share-for-share basis, and such
warrants will be converted into warrants to purchase 200,000 shares of Common
Stock.

Following the Company's affiliation with the Abilene group, David T.
Bailey, M.D., the president of the group, became a member of the Company's Board
of Directors. The Company and the group are parties to an asset purchase
agreement, an interim service agreement, and a service agreement. See "Business
- -- Development and Operations -- Current Operations" and "Business --
Affiliation Structure."

In June 1995, Messrs. Ragsdale and Chaney each advanced the Company
$150,000. The loans, which bore interest at an annual rate of 7.2%, were
forgiven in June 1996 in consideration of the exercise of warrants to purchase
60,000 shares of Common Stock at $2.50 per share. See Note 6 of Notes to
Consolidated Financial Statements.

In March 1996, the Company accepted a note in the amount of $120,000
from Mr. D'Antoni in consideration of his exercise of options to purchase 20,000
shares of Common Stock at an exercise price of $6.00 per share. The note bears
interest at an annual rate of 5.71% and matures on March 1, 2000.

STOCK OPTION PLANS

The Company has reserved 1,500,000 shares of Common Stock for issuance
under its 1994 Stock Option Plan and 1,600,000 shares of Common Stock for
issuance under its 1996 Stock Option Plan. Under the plans, which are
administered by the Option Committee of the Board of Directors, key employees,
including executive officers, may be granted incentive or non-qualified stock
options. In addition, under the 1996 Stock Option Plan, directors not employed
by the Company and physicians and physician extenders employed by the Company's
affiliated physician groups may be granted stock options. Options granted under
the plans may not be exercised until vested. The Option Committee is empowered
under the plans to determine all terms and provisions under which options are
granted, including (i) the number of shares subject to each option, (ii) when
the option becomes exercisable, (iii) the exercise price, and (iv) the duration
of the option, which cannot exceed ten years.

The Company has reserved 100,000 shares of Common Stock for issuance to
Directors. Beginning in January 1997, each Director not employed by the Company
will annually be granted options

<PAGE>

to purchase 2,000 shares of the Company's Common Stock at an exercise price
equal to the fair market value of such stock on the date of grant, exercisable
in annual increments of 20%. Each such Director who is newly appointed or newly
elected to the Board of Directors will in addition be granted options to
purchase 5,000 shares of Common Stock upon the same terms.

The Company has reserved 1,000,000 shares of Common Stock for issuance
to physicians and physician extenders employed by the Company's affiliated
physician groups who may be granted non-qualified options to purchase shares of
Common Stock.

As of September 30, 1996, options to purchase 1,276,200 shares of
Common Stock had been granted under the 1994 Stock Option Plan and none had been
granted under the 1996 Stock Option Plan.

EMPLOYEE STOCK PURCHASE PLAN

The Company has reserved 500,000 shares of Common Stock for purchase
over the next five years under its 1996 Employee Stock Purchase Plan. This plan
permits employees to purchase shares of Common Stock at a discount to market
value and be eligible to receive favorable income tax treatment of the discount
under section 423 of the Internal Revenue Code of 1986, as amended. Under this
plan, all employees working more than 20 hours weekly are eligible to purchase
reserved shares at a discount equal to 15% of market price. The market cost of
shares purchased by an employee under this plan may not exceed $25,000 annually.
As of September 30, 1996, no shares had been purchased under the Employee Stock
Purchase Plan.

<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of September 30, 1996, and as adjusted to
reflect the sale of the shares offered hereby, by (i) each person who is known
by the Company to be the beneficial owner of more than 5% of the outstanding
Common Stock, (ii) each Director, (iii) each Named Executive Officer, and (iv)
all Directors and executive officers as a group. The Company believes that the
individuals listed below each have sole voting and investment power with respect
to such shares, except as otherwise indicated in the footnotes to the table.
Unless otherwise indicated below, the business address of each person listed is:
c/o ProMedCo, Inc. 801 Cherry Street, Suite 1450, Fort Worth, Texas 76102.

Shares Beneficially Owned Shares Beneficially
Name and Address Prior to Offering(1) Owned After Offering(1)
of Beneficial Owner Number Percent Number Percent
<S> <C> <C> <C> <C>
Richard E. Ragsdale 2,026,540 27.2 2,026,540
H. Wayne Posey (2) 1,510,665 20.3 1,510,6(2)
E. Thomas Chaney 1,114,780 15.0 1,114,780
Jack W. McCaslin 518,572 7.0 518,572
Richard R. D'Antoni 120,000 1.6 120,000
David T. Bailey, M.D. - - - -
James F. Herd, M.D. 143,020 1.9 143,020
Bessemer Venture Partners
III L.P.(3) 652,308 8.8 652,308
All Directors and executive officers
as a group (12 persons) 5,578,377 75.0 5,578,377

<FN>
(1) Includes shares issuable upon the exercise of options that are exercisable
within 60 days of the date of this Prospectus. The shares underlying such
options are deemed to be outstanding for the purpose of computing the
percentage of outstanding stock owned by such persons individually and by
each group of which they are a member, but are not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person.

(2) The Company and Mr. Posey, the Company's chief executive officer, (the
"Selling Stockholder") have granted to the Underwriters an over-allotment
option to purchase up to an additional shares of Common Stock. To the
extent that the Underwriters exercise this option, the first 150,000
shares of Common Stock will be sold by the Selling Stockholder (in which
case he will own 1,360,665 shares, or % of the outstanding Common Stock
assuming the over-allotment option is exercised in full, after the
Offering) and the balance will be sold by the Company. See
"Underwriting."

(3) This number includes (1) 18,837 shares held by a limited partnership of
which Deer III & Co., the general partner of Bessemer, is the general
partner and (2) 17,381 shares held by six individuals and two subchapter
S corporations employed by or related to Bessemer Securities Corporation,
whose wholly-owned subsidiary is the limited partner of Bessemer. Each of
these individuals and S corporations is obligated to vote his or her
shares as directed by Bessemer. This number does not include 50,162
shares owned or controlled by partners of Deer III & Co., nor does it
include 3,500 shares owned by associates of Deer III & Co. Included in
the foregoing numbers are shares issuable upon conversion of Redeemable
Convertible Preferred Stock which are issuable upon the exercise of
warrants that are presently exercisable at $6.00 per share in the
following amounts: Bessemer - 173,654, the limited partnership - 5,382,
the eight individuals - 4,966, the partners of Deer III & Co., - 14,332
and associates of Deer III & Co. - 1,000. The Redeemable Convertible
Preferred Stock when issued, is convertible into equal numbers of common
shares. The voting partners of the general partner of Bessemer, who may
be deemed the beneficial owners of the securities held by Bessemer, are
William T. Burgin, Robert H. Buescher, David J. Cowan, G. Felda Hardymon,
and Christopher F. O. Gabrieli. This number also includes options
exercisable within 60 days at $6.00 per share, expiring July 1, 2004, to
purchase the following shares: Bessemer, 7,834; the limited partnership
of which Deer III & Co. is the general partner, 243; and the six
individuals and two subchapter S corporations employed by or related to
Bessemer Securities Corporation, 224. This number does not include 586 of
such option shares issuable to partners of Deer III & Co. or to entities
controlled by such partners or 45 of such option shares issuable to
associates of Deer III & Co. These individuals disclaim beneficial
ownership of such securities except to the extent of their partnership
interest. The address of Bessemer Venture Partners is 1025 Old Country
Road, Suite 205, Westbury, New York 11590.
[/FN]
</TABLE>

<PAGE>

DESCRIPTION OF CAPITAL STOCK

The following summary description is qualified by reference to the
Company's Certificate of Incorporation, which is filed as an exhibit to the
registration statement of which this Prospectus is a part (the "Registration
Statement"). Upon consummation of the Offering, the authorized capital stock of
the Company will consist of 50,000,000 shares of Common Stock, no par value per
share, of which shares will be issued and outstanding, and 20,000,000 shares of
Preferred Stock, no par value per share, none of which will be issued and
outstanding.

COMMON STOCK

Holders of Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by the stockholders. There is no cumulative
voting with respect to the election of Directors, with the result that the
holders of a majority of the shares of Common Stock voting for the election of
Directors can elect all of the Directors then up for election. The holders of
Common Stock are entitled to receive dividends when, as, and if declared by the
Board of Directors out of funds legally available therefor. In the event of
liquidation, dissolution, or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining which are available
for distribution to them after payment of liabilities and after provision has
been made for each class of stock having preference over the Common Stock.
Holders of shares of Common Stock, as such, have no conversion, preemptive, or
other subscription rights, and there are no redemption provisions applicable to
the Common Stock. All of the outstanding shares of Common Stock are fully paid
and nonassessable.

PREFERRED STOCK

The Board of Directors is authorized, without further approval or
action by the stockholders, to issue shares of Preferred Stock in one or more
series and to determine the rights, preferences, privileges, and restrictions
thereof, including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences, sinking fund terms, and number of shares
constituting any series of Preferred Stock or the designation of such series.

The rights of the holders of Common Stock will generally be subject to
the prior rights of the holders of any outstanding shares of Preferred Stock
with respect to dividends, liquidation preferences, and other matters. Among
other things, the Preferred Stock could be issued by the Company to raise
capital or finance acquisitions. The Preferred Stock could have certain
anti-takeover effects under certain circumstances. The issuance of shares of
Preferred Stock could enable the Board of Directors to render more difficult or
discourage an attempt to obtain control of the Company by means of a merger,
tender offer, or other business combination transaction directed at the Company
by, among other things, placing shares of Preferred Stock with investors who
might align themselves with the Board of Directors, issuing new shares to dilute
stock ownership of a person or entity seeking control of the Company, or
creating a class or series of Preferred Stock with class voting rights.

The Company has no current plans to issue any shares of its Preferred
Stock.

<PAGE>

DELAWARE ANTI-TAKEOVER LAW

The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law. Section 203 provides, with certain exceptions, that a
Delaware corporation may not engage in certain business combinations with a
person or affiliate or associate of such person who is an "interested
stockholder" for a period of three years from the date such person became an
interested stockholder unless: (i) the transaction resulting in the acquiring
person's becoming an interested stockholder, or the business combination, is
approved by the board of directors of the corporation before the person becomes
an interested stockholder; (ii) the interested stockholder acquires 85% or more
of the outstanding voting stock of the corporation in the same transaction that
makes it an interested stockholder (excluding shares owned by directors who are
also officers, and excluding certain employee stock option plans); and (iii) on
or after the date the person becomes an interested stockholder, the business
combination is approved by the corporation's board of directors and by the
holders of at least two-thirds of the corporation's outstanding voting stock at
an annual or special meeting, excluding shares owned by the interested
stockholder. Except as otherwise specified in Section 203, an "interested
stockholder" is defined as (a) any person that is the owner of 15% or more of
the outstanding voting stock of the corporation, (b) any person that is an
affiliate or associate of the corporation and was the owner of 15% or more of
the outstanding voting stock of the corporation at any time within the
three-year period immediately prior to the date on which it is sought to be
determined whether such person is an interested stockholder, or (c) the
affiliates and associates of any such person. By restricting the ability of the
Company to engage in business combinations with an interested person, the
application of Section 203 to the Company may provide a barrier to hostile or
unwanted takeovers. Under Delaware law, the Company could have opted out of
Section 203 but elected to be subject to its provisions.

CERTAIN PROVISIONS OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BY-LAWS

Business Combinations. In addition to the requirements of Section 203,
the Company's Certificate of Incorporation requires the affirmative vote of at
least 75% of the outstanding shares of Common Stock held by stockholders other
than a beneficial owner of 10% or more of the Common Stock (a "Related Person")
for any merger or certain other business combinations (a "Business Combination")
with a Related Person unless the Business Combination is approved by the
Company's Board of Directors. If the requisite approval of the Board is obtained
with respect to a Business Combination, only a majority vote of the Common Stock
is required, or, for certain transactions, no stockholder vote is necessary
unless the Business Combination is subject to Section 203 as described above.
Therefore, depending upon the circumstances, this provision will require a 75%
stockholder vote for a Business Combination in cases in which either a majority
vote or no vote is otherwise required under Delaware law.

Classified Board of Directors. The Company's Certificate of
Incorporation and By-Laws provide that the Board is to be divided into three
classes of directors serving staggered terms. One class of directors will be
elected at each annual meeting of stockholders for a three-year term. See
"Management-- Directors and Executive Officers." Thus, at least two annual
meetings of stockholders, instead of one, generally will be required to change
the majority of the Board of Directors. Directors can be removed from office
only for cause and only by the affirmative vote of at least two-thirds of the
then outstanding shares of capital stock entitled to vote generally in the
election of Directors, voting as a single class. Vacancies on the Board of
Directors may be filled only by the remaining Directors and not the
stockholders. The foregoing provisions may have the effect of making it more
difficult to acquire control

<PAGE>

of the Company by means of a hostile tender offer, open market purchases, a
proxy contest, or otherwise. See "Management."

Requirements for Advance Notification of Stockholder Nominations and
Proposals. The Company's By-Laws require 60 to 90 days' notice to the Company
with regard to stockholder proposals and the nomination, other than by or at the
direction of the Board of Directors or a committee thereof, of candidates for
election as directors. Such notice must provide specified information, including
information regarding the ownership of Common Stock by the person giving the
notice, information regarding the proposal or the nominees, and information
regarding the interest of the proponent in the proposal or the nominations.

Special Meetings of Stockholders; Actions by Written Consent. The
Company's Certificate of Incorporation and By-Laws provide that special meetings
of stockholders of the Company may only be called by the Chairman of the Board,
the President, or a majority of the then authorized number of Directors. This
provision precludes stockholders from calling a special meeting and taking
actions opposed by the Board of Directors. The Certificate of Incorporation also
provides that stockholder action cannot be taken by written consent in lieu of a
meeting.

Limitation of Director Liability. The Company's Certificate of
Incorporation limits the liability of Directors to the Company and its
stockholders to the fullest extent permitted by Delaware law. Specifically,
under current Delaware law, a director will not be personally liable for
monetary damages for breach of the director's fiduciary duty as a director,
except liability (i) for a breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions by a director not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for liability arising under Section 174 of the Delaware General
Corporation Law (relating to the declaration of dividends and purchase or
redemption of shares in violation of the Delaware General Corporation Law) or
(iv) for any transaction from which the director derived an improper personal
benefit. The inclusion of this provision in the Company's Certificate of
Incorporation may have the effect of reducing the likelihood of derivative
litigation against directors and may discourage or deter stockholders or
management from bringing a lawsuit against directors for breach of their duty of
care. This limitation on monetary liability does not alter the duties of
Directors, affect the availability of equitable relief, or affect the
availability of monetary relief predicated on claims based upon federal law,
including the federal securities laws.

Supermajority Provisions. The Company's Certificate of Incorporation
provides that the vote of the Board of Directors or the affirmative vote of at
least two-thirds of the then outstanding shares of capital stock entitled to
vote generally in the election of Directors, voting as a single class, is
required to amend, repeal, or alter any of the Company's By-Laws or the
foregoing provisions contained in the Company's Certificate of Incorporation.

RIGHTS PLAN

Prior to the consummation of the Offering, there will be a dividend
distribution of one right (a "Right") for each outstanding share of Common Stock
of the Company to stockholders of record at the close of business on the date
the shares of Common Stock are first offered to the public (the "Record Date").
The Board of Directors will further authorize the issuance of one right for each
share of Common Stock that shall become outstanding between the Record Date and
the earlier of the Final Expiration Date (as defined herein) and the date the
Rights are redeemed. Except as described below, each Right, when exercisable,
entitles the registered holder thereof to purchase from the Company one

<PAGE>

one-hundredth of a share of Series A Junior Participating Preferred Stock, par
value $1.00 per share (the "Junior Preferred Shares"), at a price of $ per one
one-hundredth of a share (the "Purchase Price"), subject to adjustment. The
purchase price will be the estimated fair market value of the Junior Preferred
Shares at the dividend distribution date. Therefore, the dividend will have no
initial value and no impact on the financial statements of the Company. The
description and terms of the Rights are set forth in the Rights Agreement (the
"Rights Agreement") between the Company and , as Rights Agent. A copy of the
Rights Agreement has been filed with the Commission as an exhibit to the
registration statement of which this Prospectus is a part. This summary of
certain provisions of the Rights Agreement and the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement.

Initially, the Rights will be evidenced by Common Stock certificates
representing shares then outstanding, and no separate certificates evidencing
the Rights will be distributed. Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons, with certain limited exceptions (an "Acquiring Person"), has
acquired, or obtained the right to acquire, beneficial ownership of capital
stock of the Company representing 15% or more of the voting power of the Company
(the "Shares Acquisition Date") or (ii) 15 business days (or such later date as
may be determined by action of the Board of Directors prior to the time that any
person becomes an Acquiring Person) following the commencement of (or a public
announcement of an intention to make) a tender or exchange offer if, upon
consummation thereof, such person or group would be the beneficial owner of
capital stock of the Company representing 15% or more of the voting power of the
Company (such date being called the "Distribution Date"), the Rights will be
evidenced by the Common Stock certificates and not by separate certificates.

The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with, and only with, the Common Stock. Until the
Distribution Date (or earlier redemption, expiration, or termination of the
Rights), the transfer of any Common Stock certificates will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificates. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and, thereafter, such separate Right Certificates alone will
evidence the Rights.

The Rights are not exercisable until the Distribution Date, and will
expire upon the earliest of (i) the close of business on the tenth anniversary
of the date of the Rights Agreement (the "Final Expiration Date"), (ii) the
redemption of the Rights by the Company as described below or (iii) the exchange
of all Rights for Junior Preferred Shares as described below.

A person will not become an Acquiring Person under the Rights Agreement
if such person is the Company or an affiliate of the Company or obtained 15% or
more of the voting power of the Company through (i) an issuance of Common Stock
by the Company directly to such person (for example, in a private placement or
an acquisition by the Company in which Common Stock is used as consideration) or
(ii) a repurchase by the Company of Common Stock.

In the event that any person or group becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise at
the then current exercise price of the Right, Junior Preferred Shares (or, in
certain circumstances, cash, property, or other securities of the Company)
having a value equal to two times the exercise price of the Right.

<PAGE>

In the event that, at any time following a Shares Acquisition Date, the
Company is acquired by the Acquiring Person in a merger or other business
combination transaction or 50% or more of the Company's assets or earning power
are sold to the Acquiring Person, proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon exercise at
the then current exercise price of the Right, common stock of the acquiring or
surviving company having a value equal to two times the exercise price of the
Right.

Notwithstanding the foregoing, following the occurrence of any of the
events set forth in the preceding two paragraphs (the "Triggering Events"), any
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will immediately
become null and void.

The Purchase Price payable, the number of Junior Preferred Shares,
shares of Common Stock or other securities or property issuable upon exercise of
the Rights, and the number of Rights outstanding, are subject to adjustment from
time to time to prevent dilution, among other circumstances, in the event of a
stock dividend on, or a subdivision, split, reverse split, combination,
consolidation, or reclassification of, the Junior Preferred Shares or the Common
Stock.

With certain exceptions, no adjustment to the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% to
the Purchase Price. Upon the exercise of a Right, the Company will not be
required to issue fractional Junior Preferred Shares or fractional shares of
Common Stock (other than fractions in multiples of one one-hundredth of a Junior
Preferred Share) and, in lieu thereof, an adjustment in cash may be made based
on the market price of the Junior Preferred Shares or Common Stock on the last
trading date prior to the date of exercise.

At any time after a person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of capital stock of the Company
representing 50% or more of the voting power of the Company, the Board of
Directors may exchange the Rights (other than Rights owned by such person or
group, which will become void), in whole or in part, at an exchange ratio of one
share of Common Stock per Right (subject to adjustment).

At any time after the date of the Rights Agreement until the earlier of
the time that a person becomes an Acquiring Person or the Final Expiration Date,
the Board of Directors may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price"), which may (at the option of
the Company) be paid in cash, shares of Common Stock or other consideration
deemed appropriate by the Board of Directors. Upon the effectiveness of any
action of the Board of Directors ordering redemption of the Rights, the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.

Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.

The provisions of the Rights Agreement may be amended by the Company,
except that any amendment adopted after the time that a person becomes an
Acquiring Person may not adversely affect the interests of holders of Rights.

Upon consummation of the Offering, there will be shares of
Common Stock outstanding and shares of Common Stock reserved for
issuance under employee benefit plans. Each outstanding

<PAGE>

share of Common Stock will receive one Right. Junior Preferred Shares
will be reserved for issuance in the event of the exercise of the Rights.

The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired by the Acquiring Person. Under certain
circumstances the Rights beneficially owned by such a person or group may become
void. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors because, if the Rights would
become exercisable as a result of such merger or business combination, the Board
of Directors may, at its option, at any time prior to the time that any person
or entity becomes an Acquiring Person, redeem all (but not less than all) of the
then outstanding Rights at the Redemption Price.

<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this Offering, there has been no public market for the Common
Stock. Sales of substantial amounts of shares of Common Stock in the public
market could adversely affect market prices of the shares and make it more
difficult for the Company to sell equity securities in the future at a time and
price that it deems appropriate.

The shares sold in this Offering ( shares if the Underwriters'
over-allotment option is exercised in full) will be freely tradeable without
restriction or further registration under the Securities Act of 1933, as amended
(the "Securities Act"), except for shares purchased by "affiliates" of the
Company, which will be subject to the resale limitations of Rule 144 under the
Securities Act. As defined in Rule 144, an affiliate of an issuer is a person
who, directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such issuer, and generally
includes members of the Board of Directors and senior management. The remaining
shares of Common Stock that will be outstanding immediately following this
Offering include shares issued in private transactions (the "Restricted
Shares").

The Restricted Shares, together with 4,027,020 shares of Common Stock
that may be acquired upon exercise of presently outstanding options and warrants
and 200,030 shares of Common Stock that may be issued upon conversion of
presently outstanding convertible subordinated notes, may not be sold except in
compliance with the registration requirements of the Securities Act or pursuant
to an exemption from registration, such as the exemption provided by Rule 144.
The Restricted Shares held by current stockholders will become eligible for
sale, subject to the restrictions of Rule 144, commencing in
. In general, Rule 144 allows a stockholder who has beneficially owned
Restricted Shares for at least two years (including person who may be deemed
"affiliates" of the Company under Rule 144) to sell a number of shares within
any three-month period that does not exceed the greater of (i) 1% of the then
outstanding shares of Common Stock (approximately shares after giving effect to
this Offering) or (ii) the average weekly trading volume in the Common Stock
during the four calendar weeks immediately preceding such sale. Sales under Rule
144 are also subject to certain requirements as to the manner and notice of sale
and the availability of public information concerning the Company. A stockholder
who is not an "affiliate" of the Company at any time during the 90 days
immediately preceding a sale, and who has beneficially owned his or her shares
for at least three years (as computed under Rule 144), is entitled to sell such
shares under Rule 144 without regard to the volume and manner of sale
limitations described above.

The Company and its Directors, officers, and certain stockholders have
agreed not to offer, sell, or otherwise dispose of any of their Common Stock for
a period of 180 days after the date of this Prospectus without prior written
consent of Piper Jaffray, Inc. See "Underwriting."

Certain holders have demand and "piggyback" registration rights with
respect to 1,238,394 shares of Common Stock held by them or issuable to them,
which rights allow them to require the Company, subject to certain conditions,
to file a registration statement covering the sale of such shares after the
expiration of the 180-day lock up period. In addition, the Company intends to
file a registration statement covering approximately 3,600,000 shares of Common
Stock reserved for issuance under the Company's stock option plans.

<PAGE>

UNDERWRITING

The Company has entered into a Purchase Agreement (the "Purchase
Agreement") with the underwriters listed in the table below (the
"Underwriters"), for whom Piper Jaffray Inc., Robertson, Stephens & Company LLC,
and Cowen & Company are acting as representatives (the "Representatives").
Subject to the terms and conditions set forth in the Purchase Agreement, the
Company has agreed to sell to the Underwriters, and each of the Underwriters has
severally agreed to purchase, the number of shares of Common Stock set forth
opposite each Underwriter's name in the table below:

NUMBER OF
NAME SHARES

Piper Jaffray Inc........................................
Robertson, Stephens & Company LLC........................
Cowen & Company..........................................

Total...........................................

Subject to the terms and conditions of the Purchase Agreement, the
Underwriters have agreed to purchase all of the Common Stock being sold pursuant
to the Purchase Agreement, if any is purchased (excluding shares covered by the
over-allotment option granted therein). In the event of a default by any
Underwriter, the Purchase Agreement provides that in certain circumstances
purchase commitments of the nondefaulting Underwriters may be increased or the
Purchase Agreement may be terminated.

The Representatives have advised the Company that the Underwriters
propose to offer Common Stock directly to the public at the initial public
offering price set forth on the cover page of this Prospectus and to certain
dealers at such price less a concession of not more than $ per share.
Additionally, the Underwriters may allow, and such dealers may reallow, a
concession not in excess of $ per share to certain other dealers. After the
Offering, the initial public offering price and other selling terms may be
changed by the Underwriters.

The Company and the Selling Stockholder have granted to the
Underwriters an option, exercisable by the Representatives within 30 days after
the date of the Purchase Agreement, to purchase up to an additional shares of
Common Stock at the same price per share to be paid by the Underwriters for the
other shares offered hereby. If the Underwriters purchase any of such additional
shares pursuant to this option, each Underwriter will be committed to purchase
such additional shares in approximately the same proportion as set forth in the
table above. The Underwriters may exercise the option only for the purpose of
covering over-allotments, if any, made in connection with the distribution of
the Common

<PAGE>

Stock offered hereby. To the extent that the Underwriters exercise this option,
the first 150,000 shares of Common Stock will be sold by the Selling Stockholder
and the balance will be sold by the Company.

The Representatives have informed the Company that neither they, nor
any other member of the National Association of Securities Dealers, Inc. (the
"NASD") participating in the Offering, will make sales of shares of Common Stock
offered hereby to accounts over which they exercise discretionary authority
without the prior specific written approval of the customer.

The Offering of the shares of Common Stock is made for delivery when,
as, and if accepted by the Underwriters and subject to prior sale and to
withdrawal, cancellation, or modification of the Offering without notice. The
Underwriters reserve the right to reject an order for the purchase of shares in
whole or in part.

The officers and Directors of the Company and certain other
stockholders designated by the Representatives, who will beneficially own in the
aggregate shares of Common Stock upon completion of the Offering, have agreed
that they will not sell, offer to sell, distribute, or otherwise dispose of any
shares of Common Stock owned by them for a period of 180 days after the date of
this Prospectus, without the prior written consent of Piper Jaffray Inc. See
"Shares Eligible For Future Sale." The Company has agreed that it will not,
without the prior written consent of Piper Jaffray Inc., offer, sell, issue, or
otherwise dispose of any shares of Common Stock, options, or warrants to acquire
shares of Common Stock or securities exchangeable for or convertible into shares
of Common Stock during the 180-day period following the date of this Prospectus,
except that the Company may issue shares upon the exercise of options and
warrants granted prior to the date hereof, may grant additional options under
, and may issue Common Stock in connection with
affiliation with new physician groups.

Prior to the Offering, there has been no public market for the Common
Stock. The initial public offering price for the Common Stock has been
determined by negotiation among the Company and the Representatives. Among the
factors considered in determining the initial public offering price were
prevailing market and economic conditions, estimates of the business potential
and prospects of the Company, the present state of the Company's business
operations, an assessment of the Company's management, and the consideration of
the above factors in relation to the market valuation of companies in related
businesses. See "Risk Factors--No Prior Public Market; Possible Volatility of
Price."

The Company has agreed to indemnify the Underwriters and their
controlling persons against certain liabilities, including liabilities under the
Securities Act, and to contribute to payments the Underwriters may be required
to make in respect thereof.

<PAGE>

LEGAL MATTERS

Certain legal matters in connection with the Offering are being passed
upon by Dyer Ellis & Joseph PC, Washington, D.C., special counsel to the
Company, and for the Underwriters by Vinson & Elkins L.L.P., Dallas, Texas.

EXPERTS

The consolidated financial statements and schedule of the Company as of
December 31, 1994 and 1995, June 30, 1996, and for the period from inception
(July 1, 1994) to December 31, 1994, and the year ended December 31, 1995,
included in this Prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

The financial statements of North Texas Medical Surgical, P.A., Cullman
Family Practice, P.C., Family Medical Clinic, P.C., Morgan-Haugh, P.S.C., King's
Daughters Clinic P.A., Western Medical Management, Inc., and the combined
financial statements of HealthFirst Services, Inc. and Tarrant Family Practice,
P.A. and Abilene Diagnostic Clinic Practices included in this Prospectus have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

ADDITIONAL INFORMATION

A Registration Statement on Form S-1 including amendments thereto
relating to the Common Stock offered hereby has been filed by the Company with
the Securities and Exchange Commission, Washington, D.C. This Prospectus does
not contain all of the information set forth in the Registration Statement and
the exhibits and schedules thereto. Statements contained in this Prospectus as
to the contents of any contract or other document referred to are not
necessarily complete and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified by such reference. For further information
with respect to the Company and the Common Stock offered hereby, reference is
made to the Registration Statement, exhibits, and schedules. A copy of the
Registration Statement may be inspected without charge at the Securities and
Exchange Commission's principal office located at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, the New York Regional Office located at 7 World
Trade Center, Suite 1300, New York, New York 10048, and the Chicago Regional
Office located at Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661-2511 and copies of all or any part thereof may be obtained from
the Public Reference Section of the Securities and Exchange Commission upon the
payment of certain fees prescribed by the Securities and Exchange Commission.
The Registration Statement may also be obtained from the Web site that the
Commission maintains at http:\www.sec.gov.

The Company intends to furnish its stockholders with annual reports
containing audited financial statements certified by an independent public
accounting firm and quarterly reports for each of the first three quarters of
each fiscal year containing unaudited financial information.

<PAGE>

INDEX TO FINANCIAL STATEMENTS

Page

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

Report of Independent Public Accountants............................ F-4
Consolidated Balance Sheets as of December 31,
1994 and 1995, and June 30, 1996
and September 30, 1996 (unaudited).............................. F-5
Consolidated Statements of Operations for
the period from inception (July 1, 1994)
to December 31, 1994, the year ended
December 31, 1995, and the nine months
ended September 30, 1995 and 1996 (unaudited)................... F-7
Consolidated Statements of Stockholders' Equity
for the period from inception
(July 1, 1994) to December 31,
1994, the year ended December 31, 1995,
and the six months ended June 30, 1996
and the three months ended
September 30, 1996 (unaudited).................................. F-8
Consolidated Statements of Cash Flows
for the period from inception (July 1, 1994)
to December 31, 1994, the year ended
December 31, 1995, and the nine months
ended September 30, 1995 and 1996 (unaudited)................... F-9
Notes to Consolidated Financial Statements.......................... F-10

NORTH TEXAS MEDICAL SURGICAL, P.A.
Report of Independent Public Accountants............................ F-26
Balance Sheets as of December 31, 1994, and June 30, 1995........... F-27
Statements of Operations for the years
ended December 31, 1993 and 1994, and
the six months ended June 30, 1995.............................. F-28
Statements of Stockholders' Equity
for the years ended December 31, 1993
and 1994, and the six months ended June 30, 1995................ F-29
Statements of Cash Flows for the years
ended December 31, 1993 and 1994,
and the six months ended June 30, 1995.......................... F-30
Notes to Financial Statements....................................... F-31

CULLMAN FAMILY PRACTICE, P.C.
Report of Independent Public Accountants............................ F-34
Balance Sheets as of December 31, 1994 and 1995..................... F-35
Statements of Operations for the years ended
December 31, 1994 and 1995, the
period from January 1, 1995 to
February 28, 1995 (unaudited), and the period
from January 1, 1996 to March 6, 1996 (unaudited)............... F-36
Statements of Stockholders' Equity for the
years ended December 31, 1994 and 1995.......................... F-37
Statements of Cash Flows for the years
ended December 31, 1994 and 1995................................ F-38
Notes to Financial Statements....................................... F-39

F-1

<PAGE>

FAMILY MEDICAL CLINIC, P.C.
Report of Independent Public Accountants............................ F-42
Balance Sheets as of December 31, 1994 and 1995..................... F-43
Statements of Operations for the years ended
December 31, 1994 and 1995, the
period from January 1, 1995, to
February 28, 1995 (unaudited), and the period
from January 1, 1996 to March 6, 1996 (unaudited)............... F-44
Statements of Stockholders' Equity for the
years ended December 31, 1994 and 1995.......................... F-45
Statements of Cash Flows for the years
ended December 31, 1994 and 1995................................ F-46
Notes to Financial Statements....................................... F-47

MORGAN-HAUGH, P.S.C.
Report of Independent Public Accountants............................ F-51
Balance Sheets as of December 31, 1994 and 1995..................... F-52
Statement of Operations for the years
ended December 31, 1993, 1994, and 1995, the
period from January 1, 1995 to March 31, 1995
(unaudited), and the period from
January 1, 1996 to March 31, 1996 (unaudited)................... F-53
Statements of Stockholders' Equity for the years ended
December 31, 1993, 1994, and 1995 .............................. F-54
Statements of Cash Flows for the years ended
December 31, 1993, 1994, and 1995............................... F-55
Notes to Financial Statements....................................... F-56

HEALTHFIRST SERVICES, INC. AND TARRANT FAMILY PRACTICE, P.A.
Report of Independent Public Accountants............................ F-62
Combined Balance Sheets as of December 31, 1994 and 1995............ F-63
Combined Statements of Operations for
the years ended December 31, 1993,
1994, and 1995, the period from
January 1, 1995 to May 31, 1995
(unaudited), and the period from January 1, 1996 to
May 31, 1996 (unaudited)........................................ F-64
Combined Statements of Owners' Equity for the years ended
December 31, 1993, 1994, and 1995............................... F-65
Combined Statements of Cash Flows for the years ended
December 31, 1993, 1994, and 1995............................... F-66
Notes to Combined Financial Statements.............................. F-67

F-2

<PAGE>

ABILENE DIAGNOSTIC CLINIC PRACTICES
Report of Independent Public Accountants............................ F-71
Combined Balance Sheets as of December
31, 1994 and 1995 and September 30,
1996 (unaudited)................................................ F-72
Combined Statements of Operations for the years ended
December 31, 1993, 1994, and 1995, and the
nine months ended September 30,
1995 and 1996 (unaudited)....................................... F-73
Combined Statements of Owners' Equity for the years ended
December 31, 1993, 1994, and 1995............................... F-74
Combined Statements of Cash Flows for the years ended
December 31, 1993, 1994, and 1995, and the nine months ended
September 30, 1995 and 1996 (unaudited)......................... F-75
Notes to Combined Financial Statements.............................. F-76

KING'S DAUGHTERS CLINIC, P.A.
Report of Independent Public Accountants............................ F-80
Balance Sheets as of December 31, 1994 and 1995, and
August 31, 1996 (unaudited)..................................... F-81
Statements of Operations for the years ended
December 31, 1993, 1994, and 1995,
and the eight months ended August 31, 1995
and 1996 (unaudited)............................................ F-82
Statements of Stockholders' Equity
for the years ended December 31, 1993,
1994, and 1995, and the eight months
ended August 31, 1996 (unaudited).............................. F-83
Statements of Cash Flows for the years
ended December 31, 1993, 1994, and 1995,
and the eight months ended August 31,
1995 and 1996 (unaudited)...................................... F-84
Notes to Financial Statements....................................... F-85

WESTERN MEDICAL MANAGEMENT CORP., INC.
Report of Independent Public Accountants............................ F-91
Balance Sheets as of December 31, 1994
and 1995, and September 30,
1996 (unaudited)................................................ F-92
Statements of Operations for
the years ended December 31, 1993, 1994, and 1995,
and the nine months ended September 30,
1995 and 1996 (unaudited)....................................... F-93
Statements of Stockholders' Equity for
the years ended December 31, 1993,
1994, and 1995, and the nine months
ended September 30, 1996 (unaudited)............................ F-94
Statements of Cash Flows for the years
ended December 31, 1993, 1994, and 1995,
and the nine months ended September 30,
1995 and 1996 (unaudited)....................................... F-95
Notes to Financial Statements....................................... F-96

F-3

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
ProMedCo Management Company:

We have audited the accompanying consolidated balance sheets of ProMedCo
Management Company (a Delaware corporation - see Note 7 to Consolidated
Financial Statements) and subsidiaries as of December 31, 1994 and 1995, and
June 30, 1996, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the period from inception (July 1,
1994) to December 31, 1994, and the year ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ProMedCo Management Company and
subsidiaries as of December 31, 1994 and 1995, and June 30, 1996, and the
results of their operations and their cash flows for the period from inception
(July 1, 1994) to December 31, 1994, and the year ended December 31, 1995, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Worth, Texas,
August 20, 1996

F-4

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

Pro Forma
September 30, 1996
(Note 2)
Pro Forma
Merger Including
Pro Forma and Merger
December 31, June 30, September 30,For Equity Acquisition and
ASSETS 1994 1995 1996 1996 Conversions Adjustments Acquisition
--------- --------- ----------- ---------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents........ $490,391 $1,076,836 $ 1,148,243 $ 941,038 $ 941,038 $ 185,356 $ 1,126,394
Short-term investments........... - 1,970,530 - - - - -
Accounts receivable, net of
allowances of $0, $135,334,
$1,289,008, and $4,559,730,
respectively................... 200 168,177 1,415,350 4,809,591 4,809,591 3,243,316 8,052,907
Inventory........................ - 13,035 78,641 194,385 194,385 7,678 202,063
Management fees receivable....... - 116,968 806,378 418,244 418,244 (418,244) -
Due from affiliated physician groups - - 371,448 1,203,503 1,203,503 (664,506) 538,997
Prepaid expenses and other
current assets................. 62 17,559 120,829 247,617 247,617 65,849 313,466
-------- --------- ----------- ---------- ---------- ----------- -----------

Total current assets......... 490,653 3,363,105 3,940,889 7,814,378 7,814,378 2,419,449 10,233,827

PROPERTY AND EQUIPMENT, net
of accumulated depreciation and
amortization of $1,049, $22,907,
$48,124, and $108,970,
respectively..................... 31,555 96,035 887,902 2,986,762 2,986,762 598,134 3,584,896

INTANGIBLE ASSETS, net of
accumulated amortization of $0,
$11,515, $60,613, and $102,199,
respectively..................... - 976,025 6,841,027 14,459,340 14,459,340 10,701,514 25,160,854

OTHER ASSETS, net of accumulated
amortization of $133, $1,062, $1,716
and $25,882, respectively........ 2,233 16,182 84,062 660,794 660,794 20,786 681,580
-------- --------- ----------- ---------- ---------- ----------- -----------

Total assets................. $524,441 $4,451,347 $11,753,880 $25,921,274 $25,921,274 $13,739,883 $39,661,157
======== ========== =========== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS -- CONT.
<TABLE>
<CAPTION>
Pro Forma
September 30, 1996
(Note 2)
Pro Forma
Merger Including
Pro Forma and Merger
December 31, June 30, September 30,For Equity Acquisition and
1994 1995 1996 1996 Conversions Adjustments Acquisition
--------- ----------- ----------- ---------- -------------------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable..................... $ 19,794 $ 94,174 $ 291,624 $ 1,052,924 $ 1,052,924 $ 939,355 $ 1,992,279
Payable to affiliated physician groups - - 276,747 1,211,197 1,211,197 513,811 1,725,008
Accrued salaries, wages and benefits. - 24,079 269,299 1,097,484 1,097,484 - 1,097,484
Accrued expenses and other current
liabilities........................ 359 185,346 840,928 1,366,460 1,366,460 328,208 1,694,668
Current maturities of notes payable.. 1,025 66,898 420,132 759,872 759,872 449,119 1,208,991
Current maturities of obligations under
capital lease...................... - - - 269,361 269,361 - 269,361
Deferred purchase price.............. - - 264,408 169,408 169,408 - 169,408
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total current liabilities...... 21,178 370,497 2,363,138 5,926,706 5,926,706 2,230,493 8,157,199
NOTES PAYABLE, net of current
maturities........................... 2,050 1,429 455,169 1,191,025 1,191,025 379,477 1,570,502
NOTES PAYABLE TO
STOCKHOLDERS......................... - 261,604 - - - - -
OBLIGATIONS UNDER CAPITAL
LEASE ............................... - - - 1,030,171 1,030,171 - 1,030,171
DEFERRED PURCHASE PRICE................. - - 718,000 718,000 718,000 - 718,000
CONVERTIBLE SUBORDINATED
NOTES PAYABLE........................ - - 1,800,274 1,800,274 1,800,274 - 1,800,274
OTHER LONG TERM LIABILITIES............. - - - 393,575 393,575 - 393,575
--------- ----------- ----------- ----------- ----------- ----------- -----------
Total liabilities.............. 23,228 633,530 5,336,581 11,059,751 11,059,751 2,609,970 13,669,721
--------- ----------- ----------- ----------- ----------- ----------- -----------

COMMITMENTS AND CONTINGENCIES
REDEEMABLE CONVERTIBLE
PREFERRED STOCK, 700,000 shares
authorized; 500,000 shares issued and
outstanding (liquidation preference of
$6,000,000) ......................... - 2,953,358 2,953,358 2,953,358 - - -
REDEEMABLE COMMON STOCK,
165,296 shares issued
and outstanding...................... - 991,776 991,776 991,776 - - -
STOCKHOLDERS' EQUITY:
Class B Common Stock, no par value;
2,600,000 shares authorized;
1,226,150 shares issued
and outstanding (liquidation
preference of $1,226,150).......... 601,893 601,893 601,893 601,893 - - -
Common stock, no par value; 50,000,000
shares authorized; 1,878,000,
1,899,000, 2,122,827, and
2,700,136 shares issued
and outstanding at December 31,
1994 and 1995, June 30, 1996, and
September 30, 1996, respectively... 102,710 165,856 1,238,077 9,226,653 13,773,680 9,501,042 23,274,722
Common stock to be issued, 0, 667,
167,647 and 194,361 shares, at
December 31, 1994 and 1995, June 30,
1996, and September 30, 1996,
respectively....................... - 4,000 2,011,760 2,385,760 2,385,760 3,390,782 5,776,542
Stockholder notes receivable......... (33,500) (31,834) (126,250) (122,500) (122,500) (122,500)
Accumulated deficit.................. (169,890) (867,232) (1,253,315) (1,175,417) (1,175,417) (1,761,911) (2,937,328)
--------- ----------- ----------- ----------- ----------- ----------- -----------
Total stockholders' equity..... 501,213 (127,317) 2,472,165 10,916,389 14,861,523 11,129,913 25,991,436
--------- ----------- ----------- ----------- ----------- ----------- -----------
Total liabilities and
stockholders' equity......... $ 524,441 $ 4,451,347 $11,753,880 $25,921,274 $25,921,274$ 13,739,883$ 39,661,157
========= =========== =========== =========== ====================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Period from
Inception
(July 1, 1994)
to Year Ended Nine Months
December 31, December 31, Ended September 30,
1994 1995 1995 1996
--------------- --------------- ---------------- ----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
PHYSICIAN GROUP
REVENUE, NET....................... $ - $ 1,918,029 $ 690,110 $ 20,779,713
LESS: COST OF AFFILIATED
PHYSICIAN SERVICES.................. - 759,513 247,103 9,249,421
--------------- --------------- ---------------- ---------------
NET REVENUE........................... - 1,158,516 443,007 11,530,292

OPERATING EXPENSES:
Clinic salaries and benefits....... - 554,384 232,010 4,483,942
Clinic rent and lease expense...... - 115,028 37,958 1,222,006
Clinic supplies.................... - 111,703 42,133 1,411,472
Other clinic costs................. - 242,491 87,372 2,644,614
General corporate expenses......... 172,462 802,980 538,033 1,824,521
Depreciation and amortization...... 1,182 34,302 21,240 201,567
Interest expense (income).......... (3,754) (5,030) (12,937) 50,355
--------------- --------------- ---------------- ---------------

169,890 1,855,858 945,809 11,838,477
--------------- --------------- ---------------- ---------------

LOSS BEFORE PROVISION FOR
INCOME TAXES....................... (169,890) (697,342) (502,802) (308,185)

PROVISION FOR INCOME TAXES............ - - - -
--------------- --------------- ---------------- ---------------

NET LOSS.............................. $ (169,890) $ (697,342) $ (502,802) $ (308,185)
=============== =============== ================ ===============

NET LOSS PER SHARE.................... $ (0.03) $ (0.09) $ (0.07) $ (0.04)
=============== =============== ================ ===============

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING........................ 6,014,197 7,510,269 7,487,146 7,578,094
=============== =============== ================ ===============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-7

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

Class B Common Stockholder
Common Stock Common Stock Stock Notes Accumulated
Shares Amount Shares Amount To Be Issued Receivable Deficit Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, July 1,
1994, (inception).. - $ - - $ - $ - $ - $ - $ -
Issuance of common
stock............ - - 1,878,000 102,710 - (34,750) - 67,960
Issuance of Class B
common stock..... 1,226,150 601,893 - - - - - 601,893
Payments on stockholder
notes............ - - - - - 1,250 - 1,250
Net loss........... - - - - - - (169,890) (169,890)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

BALANCE, December 31,
1994............... 1,226,150 601,893 1,878,000 102,710 - (33,500) (169,890) 501,213
Common stock
subscribed....... - - - - 4,000 (4,000) - -
Issuance of common stock
and warrants..... - - 21,000 63,146 - (10,000) - 53,146
Payments on stockholder
notes............ - - - - - 15,666 - 15,666
Net loss........... - - - - - - (697,342) (697,342)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

BALANCE, December 31,
1995.................. 1,226,150 601,893 1,899,000 165,856 4,000 (31,834) (867,232) (127,317)
Issuance of common
stock............ - - 223,827 1,072,221 - - - 1,072,221
Stock subscription
canceled......... - - - - (4,000) 4,000 - -
Common stock
to be issued in
connection with
acquisitions..... - - - - 2,011,760 - - 2,011,760
Issuance of stockholder
note............. - - - - - (120,000) - (120,000)
Payments on stockholder
notes............ - - - - - 21,584 - 21,584
Net loss........... - - - - - - (386,083) (386,083)
----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------

BALANCE, June 30,
1996.................. 1,226,150 601,893 2,122,827 1,238,077 2,011,760 (126,250) (1,253,315) 2,472,165
Issuance of common
stock (unaudited).. - - 577,309 7,988,576 - - - 7,988,576
Common stock to be issued
in connection
with acquisitions
(unaudited)........ - - - - 374,000 - - 374,000
Payments on stockholder
notes (unaudited).. - - - - - 3,750 - 3,750
Net income (unaudited) - - - - - - 77,898 77,898
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
BALANCE, September 30,
1996 (unaudited)...... 1,226,150 $ 601,893 2,700,136 $ 9,226,653 $ 2,385,760 $ (122,500) $(1,175,417) $10,916,389
=========== =========== =========== =========== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-8

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Period from
Inception
(July 1, 1994)
to Year Ended Nine Months
December 31, December 31, Ended September 30,
1994 1995 1995 1996
------------ ------------ ------------- --------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss....................................................... $ (169,890) $ (697,342) $ (502,802) $ (308,185)
Adjustments to reconcile net loss to net
cash used in operating activities (net of effects of
purchase transactions):
Depreciation and amortization.............................. 1,182 34,302 21,240 201,567
Noncash compensation....................................... - - - 14,750
Changes in assets and liabilities:
Accounts receivable...................................... (200) (45,791) (42,234) (703,301)
Inventory................................................ - (13,035) (13,948) (115,991)
Management fees receivable............................... - (116,968) - (301,276)
Due from affiliated physician groups..................... - - (14,629) (849,924)
Prepaid expenses and other current assets................ (62) 11,914 7,372 (71,614)
Other assets............................................. (2,366) (13,949) (5,026) (126,469)
Accounts payable......................................... 19,794 55,048 46,450 332,695
Accrued expenses and other current liabilities........... 359 143,625 29,802 1,684,569
------------ ------------ ------------- ------------
Net cash used in operating activities.................. (151,183) (642,196) (473,775) (243,179)
------------ ------------ ------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............................ (32,604) (30,395) (15,113) (510,611)
Purchases of clinic assets, net of cash........................ - (90,424) (90,424) (1,499,097)
Purchases of short-term investments............................ - (1,970,530) - -
Proceeds from short-term investments........................... - - - 1,970,530
------------ ------------ ------------- ------------
Net cash used in investing activities.................. (32,604) (2,091,349) (105,537) (39,178)
------------ ------------ ------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under notes payable................................. 3,075 297,820 360,706 674,319
Payment of deferred financing costs............................ - - - (570,000)
Proceeds from issuance of redeemable
convertible preferred stock.................................. - 2,953,358 - -
Proceeds from issuance of common stock......................... 704,603 63,146 15,000 126,656
Payment of deferred purchase price............................. - - - (95,000)
Payments of stockholder notes receivable, net.................. (33,500) 5,666 2,466 10,584
------------ ------------ ------------- ------------
Net cash provided by financing activities.............. 674,178 3,319,990 378,172 146,559
------------ ------------ ------------- ------------
INCREASE (DECREASE) IN CASH....................................... 490,391 586,445 (201,140) (135,798)
CASH AND CASH EQUIVALENTS, beginning of period.................... - 490,391 490,391 1,076,836
------------ ------------ ------------- ------------
CASH AND CASH EQUIVALENTS, end of period.......................... $ 490,391 $ 1,076,836 $ 289,251 $ 941,038
============ ============ ============= ============
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION (See also Notes 3 and 6):
Cash paid during the year-
Interest expense............................................. $ - $ 14,391 $ - $ 50,355
Income taxes................................................. $ - $ - $ - $ -
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-9

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1994 AND 1995, JUNE 30, 1996, AND
SEPTEMBER 30, 1995 AND 1996 (UNAUDITED)

1. DESCRIPTION OF BUSINESS:

ProMedCo Management Company and subsidiaries ("ProMedCo" or the "Company"), a
Delaware corporation, formerly ProMedCo, Inc. and subsidiaries, a Texas
corporation (see Note 7), is engaged in operating and managing physician groups.
The Company, through its wholly owned subsidiaries, acquires certain net assets
of and operates physician groups under long-term service agreements with
affiliated physician groups. The Company was incorporated in Texas in December
1993, commenced operations in December 1994, and completed its first acquisition
in June 1995. Therefore, the Company has a limited operating history.

2. SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation/Basis of Consolidation

The consolidated financial statements have been prepared on the accrual basis of
accounting and include the accounts of the Company and its wholly owned
subsidiaries that have acquired the operating assets and assumed certain
liabilities of its affiliated physician groups. The Company's subsidiaries
account for the Company's operating activities with its affiliated physician
groups under the Company's long-term service agreements. All intercompany
accounts and transactions have been eliminated in the consolidation.

The Company's financial statements have been prepared in anticipation of an
initial public offering (the "Offering").

Net Revenue

Under the service agreements, the Company provides the physician group with the
facilities and equipment used in the group's medical practice, assumes
responsibility for the management of the operations of the practice, and employs
substantially all of the non-physician personnel utilized by the group.

The Company's management fees are dependent upon the operating income of the
affiliated physician groups. Under the service agreements, the affiliated
physician groups receive a fixed percentage

F-10

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

(typically 85%) of group operating income. Group operating income is
defined in the agreements as the group's net medical revenues less certain
contractually agreed-upon clinic expenses, including clinic salaries and
benefits, rent, insurance, interest and other direct clinic expenses. The
percentage of group operating income paid to the physician groups is reflected
as cost of affiliated physician services in the accompanying statements of
operations. The remaining amount of the group operating income (typically 15%)
and an amount equal to 100% of the clinic expenses are reflected as net revenue
in such statements.

Revenue under certain third-party payor agreements is subject to audit and
retroactive adjustments. Provisions for estimated third-party payor settlements
and adjustments are estimated in the period the related services are rendered
and adjusted in future periods as final settlements are determined. There are no
material claims, disputes, or other unsettled matters that exist to management's
knowledge concerning third-party reimbursements. In addition, management
believes there are no retroactive adjustments that would be material to the
Company's financial statements. During 1995 and 1996, the Company estimates that
approximately 60% and 30%, respectively, of net physician group revenue was
received under government-sponsored healthcare programs (principally, the
Medicare and Medicaid programs). The Company has numerous agreements with
managed care organizations to provide physician services based on negotiated fee
schedules. No individual managed care organization is material to the Company.

Clinic Expenses and General Corporate Expenses

Clinic expenses represent substantially all clinic operating expenses, including
clinic salaries and benefits, rent, supplies, maintenance and repairs,
insurance, utilities, and other direct clinic expenses. General corporate
expenses represent primarily the salaries and benefits of corporate headquarters
personnel, rent, travel, and other administrative expenses.

F-11

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

Net Loss Per Share

In September 1995, the Company's Board of Directors declared a two-for-one split
of the Company's Common Stock including the Class B Common Stock. All share and
per share amounts have been restated to reflect the stock split. Net loss per
share is computed by dividing net loss by the number of common and common
equivalent shares outstanding during the periods in accordance with the
applicable rules of the Securities and Exchange Commission ("SEC"). All Common
Stock and Common Stock options and warrants issued or contingently issuable in
the year prior to the Offering have been considered as outstanding Common Stock
equivalents for all periods presented under the treasury stock method, based on
an estimate of the initial public offering price. Shares of Common Stock
issuable upon conversion of the Redeemable Convertible Preferred Stock are
assumed to be Common Stock equivalent shares for all periods presented. Fully
diluted net loss per share is not materially different than primary net loss per
share and is therefore not presented.

Unaudited Pro Forma Information at September 30, 1996

Upon completion of the Offering, all outstanding Redeemable Convertible
Preferred Stock and Class B Common Stock will be exchanged for Common Stock and
the Company's contingent obligation to repurchase certain shares of Common Stock
will terminate (see Note 7). The unaudited pro forma balance sheet information
is presented as if such conversions and termination had occurred as of September
30, 1996.

The Company has also presented unaudited pro forma balance sheet information at
September 30, 1996 to reflect the effects of pending acquisitions as described
in Notes 3 and 11.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of
three months or less when purchased to be cash equivalents.

Short-Term Investments

The Company has government-sponsored agency debt securities which are classified
as "held-to- maturity." These securities matured in February and May 1996.

Accounts Receivable

Accounts receivable principally represent receivables from patients for medical
services provided by physician groups. Such amounts are recorded net of
contractual allowances and estimated bad debts.

F-12

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

Property and Equipment

Property and equipment are stated at cost. Depreciation of property and
equipment is calculated using the straight-line method over the estimated useful
lives of the assets which range from three to ten years. Leasehold improvements
are amortized on a straight-line basis over the shorter of the lease term or
estimated useful life of the assets. Routine maintenance and repairs are charged
to expense as incurred, while major renewals or improvements are capitalized.

Intangible Assets

The Company's acquisitions involve the purchase of tangible and intangible
assets and the assumption of certain liabilities of the affiliated physician
groups. As part of the purchase allocation, the Company allocates the purchase
price to the tangible assets acquired and liabilities assumed, based on
estimated fair market values. In connection with each acquisition, the Company
enters into long-term service agreements with the affiliated physician groups.
The service agreements are for a term of 40 years and cannot be terminated by
either party without cause, consisting primarily of bankruptcy or material
default.

In connection with the allocation of the purchase price to identifiable
intangible assets, the Company analyzes the nature of each group with which a
service agreement is entered into, including the number of physicians in each
group, number of service sites and ability to recruit and develop additional
physicians, the length of time each group has been in existence, and the term
and enforceability of the service agreement. Because the Company does not
practice medicine, hire physicians, enter into employment contracts with the
physicians, or directly contract with payors, the intangible asset created in
the purchase allocation process is associated with the service agreement with
the physician group. The physician groups actively recruit physicians and, as
appropriate and necessary, subsequently add qualified physicians to the group.
This manner of operations allows the physician group to perpetuate itself as
individual physicians retire or are otherwise replaced. The Company believes
that the physician groups with which it has service agreements thus are
long-lived entities with a life in excess of 40 years, and that the physicians,
customer demographics, and various contracts will be continuously replaced over
the next 40 years. Accordingly, the service agreement intangible is being
amortized on a straight-line method over the life of the agreements.

On January 1, 1996, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of." Under SFAS No. 121, intangibles
are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of the asset may not be recoverable. If this review
indicates that the carrying amount of the asset may not be recoverable, as
determined based on the undiscounted cash flows of the operations acquired over
the remaining amortization period, the carrying value of the asset is reduced to
fair value.

F-13

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

Payable to Affiliated Physician Groups

Amounts payable to affiliated physician groups primarily represent monthly
compensation to physicians which, based on the service agreements, are generally
payable to physicians by the 15th day following the end of each month.

F-14

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

Deferred Purchase Price

Deferred purchase price represents cash consideration due to affiliated
physician groups payable in July 1996 through January 1997. Deferred purchase
price totaling $718,000 has been classified as long-term as the amount will be
refinanced with borrowings under the Company's revolving credit agreement.

Income Taxes

The Company and its subsidiaries file a consolidated tax return. The Company's
year-end for tax reporting purposes is June 30. The Company accounts for income
taxes under the liability method which states that deferred taxes are to be
determined based on the estimated future tax effects of differences between the
financial statement and tax bases of assets and liabilities given the provisions
of enacted tax laws. Deferred income tax provisions and benefits are based on
the changes to the asset or liability from period to period.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

New Accounting Pronouncement

In October 1995, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123, "Accounting for Stock-Based Compensation," which requires entities to
measure compensation costs related to awards of stock-based compensation using
either the fair value method or the intrinsic value method. Under the fair value
method, compensation expense is measured at the grant date based on the fair
value of the award. Under the intrinsic value method, compensation expense is
equal to the excess, if any, of the quoted market price of the stock at the
grant date over the amount the employee must pay to acquire the stock. Entities
electing to measure compensation costs using the intrinsic value method must
make pro forma disclosures for fiscal years beginning after January 1, 1996, of
net income and earnings per share as if the fair value method had been applied.
The Company has elected to account for stock-based compensation programs using
the intrinsic value method consistent with existing accounting policies and,
therefore, the standard will have no effect on the consolidated financial
statements.

F-15

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

Basis of Presentation--Interim Financial Statements

The interim financial statements and footnote disclosures as of and for the nine
months ended September 30, 1995 and 1996 have been prepared by the Company,
without audit, pursuant to Accounting Principles Board ("APB") Opinion No. 28,
"Interim Financial Reporting." Certain information and footnote disclosures
normally included in the financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to APB Opinion No. 28; nevertheless, management of the Company believes that the
disclosures herein are adequate to prevent the information presented from being
misleading. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the results of their
operations for the nine month periods ended September 30, 1995 and 1996, have
been included herein.

3. ACQUISITIONS:

During the year ended December 31, 1995, the Company, through its wholly owned
subsidiary, acquired in an asset purchase transaction, certain operating assets
and assumed certain operating liabilities of a physician group located in Texas.
During the nine months ended September 30, 1996, the Company, through its wholly
owned subsidiaries, acquired certain operating assets and assumed certain
operating liabilities of five additional physician groups, two located in
Alabama, one in Kentucky, and two in Texas. The two acquisitions located in
Alabama were both acquired in stock purchase transactions and the other three
acquisitions were asset purchase transactions. In addition, the Company has
entered into an asset purchase agreement to acquire the operating assets and
liabilities of a group that is currently operated under an interim service
agreement. The closing of this acquisition will occur on February 16, 1997.

The acquisitions of the operating assets and liabilities have been accounted for
by the purchase method of accounting and, accordingly, the purchase price has
been allocated to the tangible assets acquired and liabilities assumed based on
the estimated fair values at the dates of acquisition. The accounts receivable
was valued at net collectible values based upon analyses by the Company. The
estimated fair values of assets acquired and liabilities assumed during 1995 and
1996 are summarized as follows:

F-16

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

<TABLE>
<CAPTION>
Six Months Nine Months
Year Ended Ended Ended
December 31, June 30, September 30,
1995 1996 1996
-------------- ------------- ---------
(unaudited)
<S> <C> <C> <C>
Cash and cash equivalents.................................... $ 2,360 $ 172,677 $ 172,677
Accounts receivable, net..................................... 90,222 1,073,477 3,777,320
Prepaid expenses and other current assets.................... 15,649 320,102 556,144
Property and equipment....................................... 66,529 673,425 2,462,181
Liabilities assumed.......................................... (74,097) (384,516) (4,358,220)
Intangible assets............................................ 987,540 5,914,100 13,574,356
-------------- ------------- -------------
1,088,203 7,769,265 16,184,458

Less- fair value of common stock issued and to be issued..... 991,776 2,631,284
10,868,860...................................................
Less- notes and convertible subordinated notes issued........ - 2,613,882 2,613,882
Less- deferred purchase price (payable in cash).............. - 982,408 982,439
-------------- ------------- -------------

Cash purchase price.......................................... $ 96,427 $ 1,541,691 $ 1,719,277
============== ============= =============
</TABLE>

The fair value of common stock issued and to be issued for each acquisition is
determined by the Company based upon an analysis of the value of the operating
assets and liabilities being acquired using projected discounted cash flows and
the negotiation process between the Company and the sellers. For certain
acquisitions occurring close to or at the end of the period, the estimated fair
values are preliminary, and therefore are subject to change. Under the purchase
agreements, the purchase price is adjustable by the Company for a period between
60 to 120 days after the closing of the transaction in order to finalize the
fair values of the assets acquired and liabilities assumed.

In connection with the acquisition of a physician group, the Company is
contingently obligated to pay additional consideration, depending on the
achievement of certain financial results, as defined by the purchase agreement.
The Company is contingently obligated until the earlier of the Offering or June
1997. Such liability, if any, will be recorded in the period in which the
outcome of the contingency becomes known. Any payment made will be accounted for
as additional consideration and will not be immediately charged to expense.
Based on the operations of the physician group to date, the Company does not
believe any obligation arising from the arrangement will have a material effect
on the Company's financial position or results of operations.

In connection with the acquisition of a physician group, the Company has issued
Common Stock to the sellers as consideration for the purchase. The purchase
agreement requires the Company to issue additional shares based on the Offering
price, net of certain adjustments as defined by the purchase

F-17

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

agreement. Based upon the estimated Offering price, an additional 237,000 shares
would be issued in connection with this acquisition.

In addition, the Company has entered into an agreement to acquire the operating
assets and liabilities of a physician group which is currently operated under an
interim service agreement. The closing of this acquisition will occur on
February 16, 1997. The Company will issue approximately 1,884,000 common shares
as consideration related to the acquisition, adjustable as defined by the
purchase agreement.

The following unaudited pro forma information reflects the effect of
acquisitions on the consolidated results of operations of the Company had the
acquisitions occurred at January 1, 1995. Future results may differ
substantially from pro forma results and cannot be considered indicative of
future results.

Nine Months
Year Ended Ended
December 31, September 30,
1995 1996
(Unaudited) (Unaudited)

Physician group revenue, net.................. $ 47,808,484 $ 38,400,348

Less: cost of affiliated physician services... 20,424,715 15,841,016
---------------- ---------------

Net revenue.................................. $ 27,383,769 $ 22,559,332
================ ===============

Net income................................... $ 157,149 $ 209,861
================ ===============

Net income per share......................... $ 0.02 $ 0.02
================ ===============

4. PROPERTY AND EQUIPMENT:

Property and equipment is summarized as follows:
<TABLE>
<CAPTION>

December 31, June 30, September 30,
1994 1995 1996 1996
(unaudited)
<S> <C> <C> <C> <C>
Furniture, fixtures, and equipment............ $ 32,604 $ 108,942 $ 723,696 $ 2,820,632
Leasehold improvements........................ - 10,000 212,330 275,100
Less- accumulated depreciation
and amortization............................ (1,049) (22,907) (48,124) (108,970)
------------- -------------- ------------- -------------

Property and equipment, net................... $ 31,555 $ 96,035 $ 887,902 $ 2,986,762
============= ============== ============= =============
</TABLE>

F-18

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

5. INTANGIBLE ASSETS:

Intangible assets are summarized as follows:

December 31, June 30, September 30,
1995 1996 1996
(unaudited)
Service agreement rights... $ 987,540 $ 6,901,640 $ 14,561,539
Less- accumulated
amortization........... (11,515) (60,613) (102,199)
--------------- ---------------- ---------------

Intangible assets, net..... $ 976,025 $ 6,841,027 $ 14,459,340
=============== ================ ===============

6. NOTES PAYABLE, OTHER LONG-TERM DEBT AND OBLIGATIONS UNDER
CAPITAL LEASES:

Notes Payable are summarized as follows:

<TABLE>
<CAPTION>
December 31, June 30, September 30,
1994 1995 1996 1996
(Unaudited)
<S> <C> <C> <C> <C>
Notes payable issued to stockholders.......... $ - $ 261,604 $ - $ -
============= ========== =========== ==========
Note payable issued to physician groups....... $ - $ - $ 823,093 $ 837,321
Borrowings under Credit Facility.............. - - - 647,000
Other notes payable........................... 3,075 68,327 52,208 466,576
------------- ---------- ----------- ----------
3,075 68,327 875,301 1,950,897
Less- current portion......................... (1,025) (66,898) (420,132) (759,872)
------------- ---------- ----------- ----------
Notes payable, net............................ $ 2,050 $ 1,429 $ 455,169 $1,191,025
============= ========== =========== ==========
</TABLE>

The maturities of notes payable at September 30, 1996, are as follows:

Remaining in 1996............................. $ 337,358
1997.......................................... 422,514
1998.......................................... 581,119
1999.......................................... 139,770
2000.......................................... 140,660
2001.......................................... 329,476
Thereafter.................................... -
-------------

$ 1,950,897

In connection with the issuance of notes payable to stockholders and one other
party in 1995, the Company issued 150,000 warrants to purchase common stock at
$2.50 per share. On June 30, 1996, the warrants were exercised in exchange for
forgiveness of the notes payable.

F-19

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

The interest rates on the notes payable ranges from 7.0% to 8.25% and mature
from 1998 to 2001.

Convertible Subordinated Notes Payable

On March 29, 1996, in connection with the affiliation of two physician groups,
the Company issued $1,800,274 in convertible subordinated notes. The notes bear
interest at 7.0% and mature in March 2003. The notes may, at the election of the
noteholders, be converted into shares of Common Stock at a conversion price of
$9.00 per share, subject to certain limitations as defined in the note
agreement. In addition, upon the effective date of the Offering, 20% of the
notes will, at the option of the holder, convert into shares of Common Stock.

Revolving Credit Agreement

Effective July 15, 1996, the Company entered into a revolving credit agreement
(the "Credit Facility"). The Credit Facility provides for a three-year
commitment to fund revolving credit borrowings of up to $25.0 million for
acquisitions and general working capital purposes. Under the terms of the Credit
Facility, the Company paid a commitment fee of approximately $500,000 which has
been capitalized in other assets in the accompanying September 30, 1996
consolidated balance sheet and amortized as an adjustment to interest expense
using the effective interest method. In July, the Company granted options to the
lender exercisable for 62,500 shares of Common Stock. In August, options to
purchase 15,625 shares were exercised at $8.00 per share. The remaining options
to purchase 46,875 shares at an exercise price of $10.00 per share were
outstanding as of September 30, 1996. The interest rate under the Credit
Facility will be set at the Company's option as follows: (i) 30-day commercial
paper rate of an issuer whose corporate bonds are rated "AA," plus 3.25%; (ii)
reserve adjusted LIBOR, as defined, plus 3.25%; or (iii) prime rate plus .5%.
The Credit Facility includes certain restrictive covenants including limitations
on the payment of dividends as well as the maintenance of certain financial
ratios. The Credit Facility is secured by substantially all the assets of the
Company. At September 30, 1996, the Company had $3.4 million available under the
working capital portion of the Credit Facility and $19.4 million was available
for acquisition purposes, subject to certain conditions as defined by the
agreement.

F-20

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

Obligations Under Capital Leases

In connection with an acquisition, the Company assumed the obligation of various
equipment under capital leases. At September 30, 1996, future minimum lease
payments under capital leases are as follows:

Remaining 1996........................................ $ 131,390
1997.................................................. 455,256
1998.................................................. 408,457
1999.................................................. 264,662
2000.................................................. 205,236
2001.................................................. 106,749
Thereafter............................................ -
--------------
1,571,750
Less portion attributable
to interest......................................... (272,218)
--------------

Net obligations....................................... $ 1,299,532
==============

7. REDEEMABLE CONVERTIBLE PREFERRED STOCK,
COMMON STOCK, AND STOCKHOLDERS' EQUITY:

The Company has authorized the issuance of 23,300,000 shares of no par value
stock, of which 700,000 shares are designated Redeemable Convertible Preferred
Stock ("Preferred Stock"), 2,600,000 shares are designated Class B Common Stock,
and 20,000,000 shares are designated Common Stock. The Preferred Stock, Class B
Common Stock, and Common Stock have voting rights equal to one vote per share.

In August 1996, the Board of Directors authorized the reincorporation of the
Company in the State of Delaware, including an increase in the authorized shares
of Common Stock to 50,000,000 shares, and the change of the Company's name from
ProMedCo, Inc. to ProMedCo Management Company, to be effected prior to the
Offering. All presentations have been adjusted to reflect these changes. In
addition, the Board of Directors authorized the Company to reserve an aggregate
2,600,000 shares of Common Stock under the Company's Director Stock Option Plan,
1996 Employee Stock Option Plan, 1996 Employee Stock Purchase Plan and 1996
Physician Stock Option Plan.

Redeemable Convertible Preferred Stock

The Company has issued and outstanding 500,000 shares, and warrants to purchase
an additional 200,000 shares, of Preferred Stock as of September 30, 1996. The
warrants are exercisable at an amount per share equal to the lesser of $6.00 or
one-half the price per share issued in the Offering. The warrants expire on
December 6, 2000. Shares of Preferred Stock may, at the option of the holder, be
converted at any time into Common Stock, on a one-for-one basis as adjusted for
certain events. All outstanding

F-21

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

shares of Preferred Stock will be automatically converted into Common Stock upon
an Offering of Common Stock equal to or exceeding $12 per share. In absence of
an Offering, the Preferred Stock is subject to mandatory redemption by the
Company at $6.00 per share in equal amounts on December 6, 2000, and December 6,
2001.

The Company is required for all shares or share equivalents of Common Stock
issued subsequent to December 6, 1995, excluding shares and share equivalents
issued in connection with an acquisition or shares issued in connection with a
redemption or conversion when the share equivalent was issued prior to December
6, 1995, to grant options to purchase shares of Common Stock to Preferred
Stockholders in an amount equal to their percentage ownership of the Company
prior to the issuance. During 1996, options to purchase 39,522 shares of Common
Stock were granted, of which 3,809 and 5,539 were exercisable at prices ranging
from $6.00 to $12.00 per share as of June 30, 1996 and September 30, 1996,
respectively.

Redeemable Common Stock

In connection with an acquisition in 1995, the Company issued 165,296 shares of
Common Stock for $991,776. The stockholders have the right to require the
Company to repurchase the shares for cash, if the Company does not complete a
public offering by June 30, 2000.

Class B Common Stock

During 1994, the Company issued 613,075 Class B units, each consisting of two
shares of Class B Common Stock and a warrant to purchase 1.5756 shares of Class
B Common Stock at an exercise price of $1.25 per share. The warrants are
exercisable on or before June 30, 2004. The Company also granted an option to
purchase 77,500 Class B units at an exercise price of $0.50 per unit. The
options are fully vested and may be exercised until September 30, 2004. As of
September 30, 1996, no warrants or options have been exercised. The Class B
Common Stock has a liquidation preference, subordinate to the Preferred Stock,
at an amount equal to $1.00 per share. Each share of Class B Common Stock may,
at the option of the holder, be converted at any time into Common Stock on a
one-for-one basis and will automatically convert to Common Stock at the
Offering.

Common Stock

During 1994, the Company issued 907,000 Common Stock units, each consisting of
two shares of Common Stock and a warrant to purchase 1.5756 shares of Common
Stock at an exercise price of $1.25 per share. The warrants are exercisable on
or before June 30, 2003. As of September 30, 1996, no warrants have been
exercised.

Common Stock To Be Issued

In connection with an acquisition in May 1996, common shares valued at
$1,970,960 will be issued in early 1997.

F-22

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

1994 Stock Option Plan

On July 1, 1994, the Company's Board of Directors approved a Stock Option Plan
(the "Plan") under which options to purchase 1,500,000 shares of the Company's
Common Stock may be granted to key employees and other non-employees, as defined
by the Plan. Options granted under the Plan may be either incentive stock
options ("ISO") or non-qualified stock options ("NQSO"). The option price per
share shall not be less than the fair market value of the Company's Common Stock
at the date of grant. Generally, options vest over a five-year period. As of
September 30, 1996, options to purchase 408,200 shares remain available for
grant under the Plan.

The following table summarizes the activity in the plan:
Outstanding Price Per Share

July 1, 1994 (inception)............ - -
Granted........................... 80,000 $0.50 - $2.50
Exercised......................... - -
Canceled.......................... - -
-------------

December 31, 1994................... 80,000 $0.50 - $2.50
Granted........................... 546,200 $0.50 - $6.00
Exercised......................... - -
Canceled.......................... (121,000) $3.00 - $6.00
-------------

December 31, 1995................... 505,200 $0.50 - $6.00
Granted........................... 650,000 $6.00 - $14.00
Exercised......................... (23,200) $0.50 - $6.00
Canceled.......................... (33,400) $0.50 - $6.00
-------------

June 30, 1996....................... 1,098,600 $0.50 - $14.00
Granted........................... - -
Exercised......................... - -
Canceled.......................... (30,000) $6.00 - $9.00
-------------

September 30, 1996 (unaudited)...... 1,068,600 $0.50 - $14.00
=============

Stock options available for exercise under the Plan as of December 31, 1994 and
1995, June 30, 1996, and September 30, 1996, totaled 0, 8,000, 43,867, and
122,612, respectively. Upon completion of the Offering, the vesting period
accelerates for options to purchase approximately 45,000 shares.

F-23

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

8. INCOME TAXES:

At September 30, 1996, the Company had a cumulative net operating loss
carryforward for income tax purposes of approximately $1.0 million available to
reduce future amounts of taxable income. If not utilized to offset future
taxable income, the net operating loss carryforwards will begin to expire in
2010.

The net deferred tax assets generated during 1994, 1995, and 1996, respectively,
have been offset by provisions of equal amounts to establish a valuation
allowance. The valuation allowance will be maintained until it is more likely
than not that some portion or all of the deferred tax assets will be realized.

Deferred income taxes reflect the net operating loss carry forward of the
Company and the net tax effects of temporary differences between the amounts of
assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes. Significant components of the Company's net deferred tax
assets are as follows:
December 31, June 30,
1994 1995 1996
Deferred tax assets:
Net operating losses....... $ 61,160 $ 295,472 $ 414,875
Other...................... - 1,429 -
------------- ------------- -------------

Net deferred tax assets...... 61,160 296,901 414,875

Valuation allowance.......... (61,160) (296,901) (414,875)
------------- ------------- -------------
$ - $ - $ -
============= ============= =============

The differences between the provision (benefit) for income taxes and the amount
computed by applying the statutory Federal income tax rate to loss before income
taxes were as follows:

Period Ended Year Ended
December 31, December 31,
1994 1995
------------- ---------

Federal tax at statutory rate.................. $ (57,763) $ (237,096)

State income tax, net of federal tax
effect.................................... (3,397) (13,947)

Increase in valuation allowance................ 61,160 235,741

Other ...................................... - 15,302
---- --------
$ - $ -
============= =============

F-24

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

9. DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS:

SFAS No. 107, "Disclosures About Fair Value of Financial Instruments," requires
disclosure about the fair value of financial instruments for which it is
practicable to estimate fair value. The carrying amounts of financial
instruments included in current assets and current liabilities approximate fair
values because of the short maturity of those instruments. The fair values of
the Company's notes payable and convertible subordinated notes payable are based
on similar issues or on the current rates available to the Company for debt with
similar terms. The carrying values and estimated fair values of the Company's
outstanding debt were estimated to be the same as of December 31, 1995.

10. COMMITMENTS AND CONTINGENCIES:

Leases

Operating leases generally consist of short-term leases for the office space
where the physician groups are located. Lease expense of $1,588 and $122,594 for
the period and year ended December 31, 1994 and 1995, respectively, reflect
lease commitments for medical practice office space, medical practice equipment,
corporate office space, and corporate equipment.

The following is a schedule of future minimum lease payments under noncancelable
operating leases as of December 31, 1995.

1996 ................................ $ 514,173
1997 ................................ 615,292
1998 ................................ 559,205
1999 ................................ 511,971
2000 ................................ 497,231
Thereafter............................ 754,090
-------------
$ 3,451,962
Litigation

The Company is subject to various claims and legal actions which arise in the
ordinary course of business. In the opinion of management, the ultimate
resolution of such matters will not have a material adverse effect on the
Company's financial position or results of operations.

Insurance

The Company and its affiliated physician groups are insured with respect to
medical malpractice risks on a claims made basis. Management is not aware of any
claims against it or its affiliated physician groups which might have a material
impact on the Company's financial position or results of operations.

F-25

<PAGE>

PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONT.

11. SUBSEQUENT EVENT:

The Company has entered into a letter of intent with Western Medical Management
Corp., Inc. ("Reno"), a physician management company. Under the terms of the
agreement, Reno will exchange its common stock for common stock of the Company.
The business combination is expected to be consummated at the closing of the
Offering, subject to the terms of a final definitive agreement. The transaction
is anticipated to be accounted for as a pooling of interests, as defined by APB
No. 16, "Business Combinations."

F-26

<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
North Texas Medical Surgical, P.A.:

We have audited the accompanying balance sheets of North Texas Medical Surgical,
P.A. (a Texas professional association) as of December 31, 1994, and June 30,
1995, and the related statements of operations, stockholders' equity, and cash
flows for the years ended December 31, 1993 and 1994, and for the six months
ended June 30, 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of North Texas Medical Surgical,
P.A. as of December 31, 1994, and June 30, 1995, and the results of its
operations and its cash flows for the years ended December 31, 1993 and 1994,
and for the six months ended June 30, 1995, in conformity with generally
accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Worth, Texas,
July 22, 1996

F-26

<PAGE>

NORTH TEXAS MEDICAL SURGICAL, P.A.

BALANCE SHEETS

ASSETS December 31, June 30,
1994 1995

CURRENT ASSETS:
Cash ........................................ $ 17,096 $ 2,563
Accounts receivable, net of allowances
of $55,000 in
1994 and 1995............................... 192,664 185,891
Prepaid expenses and other current assets..... - 6,000
------------- -------------
Total current assets.................... 209,760 194,454

PROPERTY AND EQUIPMENT, net of accumulated
depreciation and amortization of $118,043 and
$125,211, respectively........................ 79,826 72,658
------------- -------------
Total assets............................ $ 289,586 $ 267,112
============= =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable.............................. $ 23,693 $ 6,218
Accrued salaries and benefits................. 22,400 22,400
Note payable.................................. 54,652 29,782
------------- -------------
Total current liabilities............... 100,745 58,400
------------- -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock, $100 par value; 500 shares
authorized, 8 shares
issued and outstanding...................... 800 800
Retained income............................... 188,041 207,912
------------- -------------
Total stockholders' equity.............. 188,841 208,712
------------- -------------

Total liabilities and stockholders'
equity................................. $ 289,586 $ 267,112
============= =============

The accompanying notes are an integral part of these financial statements.

F-27

<PAGE>

NORTH TEXAS MEDICAL SURGICAL, P.A.

STATEMENTS OF OPERATIONS

Years Ended Six Months Ended
December 31, June 30,
1993 1994 1995
------------- ------------- ---------

NET REVENUE...................... $ 2,417,428 $ 2,275,585 $ 1,091,147

COSTS AND EXPENSES:
Cost of affiliated
physician services......... 1,042,575 1,062,748 434,244
Clinic salaries and benefits.. 592,336 612,736 315,211
Clinic rent and lease expenses 109,921 109,637 56,587
Clinic pharmaceuticals
and supplies................ 108,003 83,269 38,921
Other clinic costs............ 557,406 422,184 219,145
Depreciation and amortization. 21,441 33,868 7,168
Interest expense.............. 1,961 64 -
-------------- ------------- -------------
Total costs and expenses.. 2,433,643 2,324,506 1,071,276
-------------- ------------- -------------

NET INCOME (LOSS)................ $ (16,215) $ (48,921) $ 19,871
============== ============= =============

The accompanying notes are an integral part of these financial statements.

F-28

<PAGE>

NORTH TEXAS MEDICAL SURGICAL, P.A.

STATEMENTS OF STOCKHOLDERS' EQUITY

Common Stock Retained
Shares Amount Earnings Total
<S> <C> <C> <C> <C>
BALANCE, December 31, 1992....................... 8 $ 800 $ 253,177 $ 253,977

Net loss...................................... - - (16,215) (16,215)
------------- -------------- ------------- -------------

BALANCE, December 31, 1993....................... 8 800 236,962 237,762

Net loss...................................... - - (48,921) (48,921)
------------- -------------- ------------- -------------

BALANCE, December 31, 1994....................... 8 800 188,041 188,841

Net income.................................... - - 19,871 19,871
------------- -------------- ------------- -------------

BALANCE, June 30, 1995........................... 8 $ 800 $ 207,912 $ 208,712
============= ============== ============= =============

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-29

<PAGE>

NORTH TEXAS MEDICAL SURGICAL, P.A.

STATEMENTS OF CASH FLOWS

Six Months
Years Ended Ended
December 31, June 30,
1993 1994 1995
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................................... $ (16,215) $ (48,921) $ 19,871
Adjustments to reconcile net income (loss) to net cash
provided by operating activities-
Depreciation and amortization................................... 21,441 33,868 7,168
Changes in assets and liabilities-
Accounts receivable........................................... 24,439 92,545 6,773
Other current assets.......................................... 4,938 - (6,000)
Accounts payable.............................................. 6,069 (4,515) (17,475)
----------- ----------- -----------
Net cash provided by operating activities................... 40,672 72,977 10,337
----------- ----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment................................. - (21,174) -
Proceeds from sale of property and equipment........................ 1,522 - -
----------- ----------- -----------
Net cash provided by (used in) investing
activities.............................................. 1,522 (21,174) -
----------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable.......................................... 21,969 - -
Payments on note payable............................................ (59,564) (64,118) (24,870)
----------- ----------- -----------
Net cash used in financing activities....................... (37,595) (64,118) (24,870)
----------- ----------- -----------

NET INCREASE (DECREASE) IN CASH........................................ 4,599 (12,315) (14,533)

CASH, beginning of the year............................................ 24,812 29,411 17,096
----------- ----------- -----------

CASH, end of the year.................................................. $ 29,411 $ 17,096 $ 2,563
=========== =========== ===========

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid during the year-
Interest.......................................................... $ 1,961 $ 64 $ -
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-30

<PAGE>

NORTH TEXAS MEDICAL SURGICAL, P.A.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1994 AND JUNE 30, 1995

1. DESCRIPTION OF BUSINESS:

North Texas Medical Surgical, P.A. (the "Company") is a Texas professional
association owned by eight physicians which practice in the Denton, Texas area.
The Company was purchased by ProMedCo of Denton, Inc. effective June 30, 1995
(see Note 8).

2. SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of
accounting.

Revenue Recognition

Revenue is recorded at estimated net amounts to be received from third-party
payors and others for services rendered.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and
amortization. Property and equipment is depreciated using the straight-line
method over the following useful lives:

Years
Furniture and fixtures........................... 7
Equipment........................................ 5
Leasehold improvements........................... Estimated life of lease

Income Taxes

The Company has historically not incurred significant tax liabilities for
federal or state income taxes. Compensation to physician owners has
traditionally reduced taxable income to nominal levels. This relationship would
be expected to continue in the future. Because of this practice, provisions for
income taxes and deferred tax assets and liabilities are not material and have
not been reflected in the financial statements.

Use of Estimates

F-31

<PAGE>

NORTH TEXAS MEDICAL SURGICAL, P.A.

NOTES TO FINANCIAL STATEMENTS -- CONT.

reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

3. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

December 31, June 30,
1994 1995

Furniture, fixtures, and equipment.............. $ 134,310 $ 134,310
Leasehold improvements.......................... 63,559 63,559
Less- Accumulated depreciation and amortization (118,043) (125,211)
----------- -----------

Property and equipment, net..................... $ 79,826 $ 72,658
=========== ===========

4. NOTE PAYABLE:

At December 31, 1994 and June 30, 1995, the Company had a note payable for
$54,652 and $29,782, respectively. This note is payable in monthly installments
of $4,964 and was paid in its entirety in December 1995.

5. COMMITMENTS AND CONTINGENCIES:

The Company has operating leases for administrative equipment and facilities
expiring at various dates through April 1997. Rent expense totaled $109,921, and
$109,637 for the years ended December 31, 1993 and 1994, respectively, and
$56,587 for the six months ended June 30, 1995.

Future lease commitments under the operating leases are as follows:

1996....................................................... $ 29,855
1997....................................................... 1,509

6. RELATED-PARTY TRANSACTIONS:

The Company currently leases its facilities from First Texas Medical, Inc., an
affiliated company which shares certain common ownership with the Company.

7. DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS:

SFAS No. 107, "Disclosures About Fair Value of Financial Instruments," requires
disclosure about the fair value of financial instruments. Carrying amounts for
all financial instruments approximate fair value as of June 30, 1995.

F-32

<PAGE>

NORTH TEXAS MEDICAL SURGICAL, P.A.

NOTES TO FINANCIAL STATEMENTS -- CONT.

8. SUBSEQUENT EVENT:

Effective June 30, 1995, the Company was acquired by ProMedCo of Denton, Inc., a
wholly owned subsidiary of ProMedCo Management Company, in an asset
purchase transaction whereby ProMedCo of Denton, Inc. agreed to acquire
substantially all the operations and certain assets and certain liabilities of
the Company.

F-33

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Cullman Family Practice, P.C.:

We have audited the accompanying balance sheets of Cullman Family Practice, P.C.
(an Alabama professional corporation) as of December 31, 1994 and 1995, and the
related statements of operations, stockholders' equity, and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cullman Family Practice, P.C.
as of December 31, 1994 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Fort Worth, Texas,
July 20, 1996

F-34

<PAGE>

CULLMAN FAMILY PRACTICE, P.C.

BALANCE SHEETS

December 31,
ASSETS 1994 1995
------ ----------- --------

CURRENT ASSETS:
Cash ........................................... $ 3,832 $ 5,585
Accounts receivable, net of allowances
of $113,970 and $72,521,
respectively..................................... 157,392 100,165
Prepaid expenses and other current assets......... 16,790 30,464
----------- -----------
Total current assets........................ 178,014 136,214

PROPERTY AND EQUIPMENT, net of
accumulated depreciation
and amortization of $58,243
and $66,197, respectively........................ 6,053 4,145
----------- -----------
Total assets................................ $ 184,067 $ 140,359
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable.................................. $ 8,003 $ 11,951
Accrued expenses and other current liabilities.... 20,274 20,497
----------- -----------
Total current liabilities................... 28,277 32,448
----------- -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock, $1 par value; 10,000
shares authorized, 2,500 shares
issued and outstanding.......................... 2,500 2,500
Additional paid-in capital........................ 5,692 5,692
Retained income................................... 147,598 99,719
----------- -----------
Total stockholders' equity.................. 155,790 107,911
----------- -----------

Total liabilities and stockholders' equity.. $ 184,067 $ 140,359
=========== ===========

The accompanying notes are an integral part of these financial statements.

F-35

<PAGE>

CULLMAN FAMILY PRACTICE, P.C.

STATEMENTS OF OPERATIONS

Period From Period From
January 1, January 1,
1995 1996
Years Ended to to
December 31, February 28, March 6,
1994 1995 1995 1996
------------- -------------- ------------- ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
NET REVENUE...................................... $ 1,872,444 $ 2,199,025 $ 372,019 $ 364,266

COSTS AND EXPENSES:
Cost of affiliated physician services......... 709,496 966,557 110,210 117,860
Clinic salaries and benefits.................. 565,416 642,975 79,586 83,698
Clinic rent and lease expenses................ 195,912 249,385 43,344 32,407
Clinic pharmaceuticals and supplies........... 132,102 132,812 15,079 19,093
Other clinic costs............................ 277,697 251,575 46,308 53,652
Depreciation and amortization................. 4,200 3,600 600 643
Interest expense.............................. 259 - - -
------------- -------------- ------------- -------------

Total costs and expenses.................. 1,885,082 2,246,904 295,127 307,353
------------- -------------- ------------- -------------

NET INCOME (LOSS)................................ $ (12,638) $ (47,879) $ 76,892 $ 56,913
============= ============== ============= =============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-36

<PAGE>

CULLMAN FAMILY PRACTICE, P.C.

STATEMENTS OF STOCKHOLDERS' EQUITY

Additional
Common Stock Paid-In Retained
Shares Amount Capital Earnings Total
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1993.................. 2,500 $ 2,500 $ 5,692 $ 160,236 $ 168,428

Net loss................................. - - - (12,638) (12,638)
----------- ----------- ----------- ----------- -----------

BALANCE, December 31, 1994.................. 2,500 2,500 5,692 147,598 155,790

Net loss................................. - - - (47,879) (47,879)
----------- ----------- ----------- ----------- -----------

BALANCE, December 31, 1995.................. 2,500 $ 2,500 $ 5,692 $ 99,719 $ 107,911
=========== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-37

<PAGE>

CULLMAN FAMILY PRACTICE, P.C.

STATEMENTS OF CASH FLOWS

Years Ended
December 31,
1994 1995

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss...................................... $ (12,638) $ (47,879)
Adjustments to reconcile net loss to net cash
provided by operating activities-
Depreciation and amortization............. 4,200 3,600
Changes in assets and liabilities-
Accounts receivable..................... 32,977 57,227
Other current assets.................... (543) (13,674)
Accounts payable........................ 8,003 3,948
Accrued expenses and other
current liabilities................... 5,690 223
------------- -------------
Net cash provided by
operating activities................. 37,689 3,445
------------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment........... (383) (1,692)
------------- -------------
Net cash used in investing activities. (383) (1,692)
------------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt.................... (40,000) -
------------- -------------
Net cash used in financing activities.. (40,000) -
------------- -------------

NET INCREASE (DECREASE) IN CASH................... (2,694) 1,753

CASH, beginning of year........................... 6,526 3,832
------------- -------------

CASH, end of year................................. $ 3,832 $ 5,585
============= =============

The accompanying notes are an integral part of these financial statements.

F-38

<PAGE>

CULLMAN FAMILY PRACTICE, P.C.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1994 AND 1995

1. DESCRIPTION OF BUSINESS:

Cullman Family Practice, P.C. (the "Company") is an Alabama professional
corporation owned by five physicians which practice in the Cullman, Alabama
area. The Company was purchased by ProMedCo of Cullman, Inc. effective March 12,
1996 (see Note 8).

2. SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation - Audited Financial Statements

The accompanying financial statements have been prepared on the accrual basis of
accounting.

Basis of Presentation - Interim Financial Statements

The interim financial statements have been prepared by the Company without
audit, pursuant to Accounting Principles Board ("APB") Opinion No. 28, "Interim
Financial Reporting." Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to APB
Opinion No. 28; nevertheless, management of the Company believes that the
disclosures herein are adequate to prevent the information presented from being
misleading. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the financial position
of the Company with respect to the results of its operations for the interim
periods from January 1, 1995 to February 28, 1995, and from January 1, 1996 to
March 6, 1996, have been included herein. The results of operations for the
interim periods are not necessarily indicative of the results for the full year.

Revenue Recognition

Revenue is recorded at estimated net amounts to be received from third-party
payors and others for services rendered.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and
amortization. Property and equipment is depreciated using the straight-line
method over the following useful lives:

Years

Furniture and fixtures.................... 7
Equipment................................. 5
Leasehold improvements.................... Estimated life of lease

F-39

<PAGE>

CULLMAN FAMILY PRACTICE, P.C.

NOTES TO FINANCIAL STATEMENTS -- CONT.

Income Taxes

Use of Estimates

3. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

December 31,
1994 1995

Furniture and fixtures..................... $ 26,961 $ 28,652
Equipment.................................. 30,695 35,050
Leasehold improvements..................... 6,640 6,640
Less accumulated depreciation
and amortization....................... (58,243) (66,197)
------------- -------------

Property and equipment, net................ $ 6,053 $ 4,145
============= =============

4. COMMITMENTS AND CONTINGENCIES:

The Company leases a building and equipment under operating leases which expire
in 1999. Rent expense totaled $195,912 and $249,385 for the years ended December
31, 1994 and 1995, respectively.

Future minimum lease commitments under operating leases are as follows:

1996............................. $ 140,400
1997............................. 140,400
1998............................. 140,400
1999............................. 105,300

F-40

<PAGE>

CULLMAN FAMILY PRACTICE, P.C.

NOTES TO FINANCIAL STATEMENTS -- CONT.

5. RELATED-PARTY TRANSACTIONS:

The Company currently leases its building and equipment from MMB Partnership, an
entity owned by the Company's stockholders. The building lease expires in 1999
and the equipment lease is cancelable on the yearly anniversary of the lease by
either party given 60 days notice. Amounts paid under the building lease were
approximately $103,000 and $138,000 in 1994 and 1995, respectively. Amounts paid
under the equipment lease were approximately $91,000 and $111,000 in 1994 and
1995, respectively.

6. BENEFIT PLAN:

The Company maintains a defined contribution plan for those employees who meet
the minimum length of service and age requirements. The Company contributed
$17,563 and $22,368 in 1994 and 1995, respectively.

7. DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS:

8. SUBSEQUENT EVENT:

Effective March 12, 1996, the Company was acquired by ProMedCo of Cullman, Inc.,
a wholly owned subsidiary of ProMedCo Management Company, in a stock
purchase transaction whereby ProMedCo of Cullman, Inc. agreed to acquire
substantially all the operations and certain assets and certain liabilities of
the Company, excluding, among other things, requirements under the Company's
benefit plan.

F-41

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Family Medical Clinic, P.C.:

We have audited the accompanying balance sheets of Family Medical Clinic, P.C.
(an Alabama professional corporation) as of December 31, 1994 and 1995, and the
related statements of operations, stockholders' equity, and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Family Medical Clinic, P.C. as
of December 31, 1994 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Fort Worth, Texas,
July 20, 1996

F-42

<PAGE>

FAMILY MEDICAL CLINIC, P.C.

BALANCE SHEETS

December 31,
ASSETS 1994 1995
------ ------------- ---------

CURRENT ASSETS:
Cash ......................................... $ 37,220 $ 72,873
Accounts receivable, net of allowances
of $127,409 and $150,904,
respectively................................. 130,302 145,397
------------- -------------
Total current assets....................... 167,522 218,270
PROPERTY AND EQUIPMENT, net of accumulated
depreciation of $87,731 and $114,582,
respectively................................... 63,538 94,576
------------- -------------
Total assets............................... $ 231,060 $ 312,846
============= =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable................................$ 2,630 $ 2,942
Current maturities of notes payable............. 40,751 39,886
Accrued expenses and other current liabilities.. 41,646 44,793
------------- -------------
Total current liabilities................... 85,027 87,621
NOTES PAYABLE, net of current maturities........... 29,017 99,974
------------- -------------
Total liabilities........................... 114,044 187,595
------------- -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock, $10 par value; 200 shares
authorized, 150 shares
issued and outstanding....................... 1,500 1,500
Additional paid-in capital..................... 5,300 5,300
Retained income................................ 110,216 118,451
------------- -------------
Total stockholders' equity................. 117,016 125,251
------------- -------------
Total liabilities and stockholders' equity. $ 231,060 $ 312,846
============= =============

The accompanying notes are an integral part of these financial statements.

F-43

<PAGE>

FAMILY MEDICAL CLINIC, P.C.

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

Period From Period From
January 1, January 1,
1995 1996
Years Ended to to
December 31, February 28, March 6,
1994 1995 1995 1996
------------- -------------- ------------- ---------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
NET REVENUE...................................... $ 1,951,683 $ 2,113,442 $ 330,603 $ 394,259
------------- -------------- ------------- -------------

COSTS AND EXPENSES:
Cost of affiliated physician services......... 1,211,088 1,218,585 137,414 169,808
Clinic salaries and benefits.................. 315,974 369,304 51,797 64,657
Clinic rent and lease expenses................ 18,704 87,356 2,372 8,403
Clinic pharmaceuticals and supplies........... 101,930 108,380 15,014 15,772
Other clinic costs............................ 283,050 264,646 46,886 65,845
Depreciation.................................. 18,306 41,295 4,614 4,734
Interest expense.............................. 1,544 14,891 - 385
------------- -------------- ------------- -------------

Total costs and expenses.................... 1,950,596 2,104,457 258,097 329,604
------------- -------------- ------------- -------------

NET INCOME....................................... $ 1,087 $ 8,985 $ 72,506 $ 64,655
============= ============== ============= =============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-44

<PAGE>

FAMILY MEDICAL CLINIC, P.C.
STATEMENTS OF STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 1994
AND DECEMBER 31, 1995

Common Stock Additional Retained
Shares Amount Paid-In Capital Earnings Total
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1993 150 $ 1,500 $ 5,300 $ 109,879 $ 116,679

Net income - - - 1,087 1,087

Dividends - - - (750) (750)
------- --------- ------------ ------------ ------------

BALANCE, December 31, 1994 150 1,500 5,300 110,216 117,016

Net income - - - 8,985 8,985

Dividends - - - (750) (750)
------- --------- ------------ ------------ ------------

BALANCE, December 31, 1995 150 $ 1,500 $ 5,300 $ 118,451 $ 125,251
======= ========= ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-45

<PAGE>

FAMILY MEDICAL CLINIC, P.C.

STATEMENTS OF CASH FLOWS

Years Ended
December 31,
1994 1995

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income....................................... $ 1,087 $ 8,985
Adjustments to reconcile net income to net cash
provided by operating activities-
Depreciation................................ 18,306 41,295
Changes in assets and liabilities-
Accounts receivable......................... (9,740) (15,095)
Other current assets........................ 1,333 -
Accounts payable............................ (1,966) 312
Accrued expenses and other
current liabilities.................... 4,870 3,147
------------- ------------
Net cash provided by
operating activities................. 13,890 38,644
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............ (7,690) (72,333)
------------- ------------
Net cash used in investing activities.. (7,690) (72,333)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable.................... 34,511 107,324
Payments on notes payable...................... (40,769) (37,232)
Payment of dividends........................... (750) (750)
------------- -------------
Net cash provided by (used in)
financing activities..................... (7,008) 69,342
------------- -------------
NET INCREASE (DECREASE) IN CASH................... (808) 35,653
CASH, beginning of year........................... 38,028 37,220
------------- -------------
CASH, end of year................................. $ 37,220 $ 72,873
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid during the year-
Interest ........................................$ 1,544 $ 14,891

The accompanying notes are an integral part of these financial statements.

F-46

<PAGE>

FAMILY MEDICAL CLINIC, P.C.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1994 AND 1995

1. DESCRIPTION OF BUSINESS:

Family Medical Clinic, P.C. (the "Company") is an Alabama professional
corporation owned by three physicians which practice in Cullman, Alabama. The
Company was purchased by ProMedCo of Cullman, Inc. effective March 12, 1996 (see
Note 9).

2. SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation - Audited Financial Statements

The accompanying financial statements have been prepared on the accrual basis of
accounting.

Basis of Presentation - Interim Financial Statements

The interim financial statements have been prepared by the Company without
audit, pursuant to the rules and regulations of Accounting Principles Board
("APB") Opinion No. 28, "Interim Financial Reporting." Certain information and
footnote disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to APB Opinion No. 28; nevertheless, management of the Company
believes that the disclosures herein are adequate to prevent the information
presented from being misleading. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly the
financial position of the Company with respect to the results of its operations
for the interim periods from January 1, 1995 to February 28, 1995, and from
January 1, 1996 to March 6, 1996, have been included herein. The results of
operations for the interim periods are not necessarily indicative of the results
for the full year.

Revenue Recognition

Revenue is recorded at estimated net amounts to be received from third-party
payors and others for services rendered.

F-47

<PAGE>

FAMILY MEDICAL CLINIC, P.C.

NOTES TO FINANCIAL STATEMENTS -- CONT.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation.
Property and equipment is depreciated using the straight-line method over the
following useful lives:

Years

Furniture and fixtures.......................................... 7
Equipment....................................................... 5

Income Taxes

Use of Estimates

3. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

December 31,
1994 1995

Furniture and fixtures.................. $ 92,816 $ 147,483
Equipment............................... 58,453 61,675
Less- Accumulated depreciation.......... (87,731) (114,582)
------------- -------------
Property and equipment, net............. $ 63,538 $ 94,576
============= =============

F-48

<PAGE>

FAMILY MEDICAL CLINIC, P.C.

NOTES TO FINANCIAL STATEMENTS -- CONT.

4. NOTES PAYABLE:

Notes payable consisted of the following:
<TABLE>
<CAPTION>

December 31,
1994 1995
<S> <C> <C>
Line of credit with a bank, due August 2000, principal and interest payable
monthly, annual interest rate equal to the Bank's commercial base rate ranging
between 7.75%-9.75% and 5.9% for the years 1994 and 1995, respectively, secured
by all assets of the Company and guaranteed by its
stockholders.................................................................... $ 42,279 $ 113,609

Other notes payable due April 1997, principal and interest payable monthly,
annual interest rates of 7.75%
and 9.5%, secured by automobiles................................................ 27,489 26,251
------------- -------------

Total .................................................................. 69,768 139,860
Less current maturities.................................................. (40,751) (39,886)
------------- -------------
Notes payable, net....................................................... $ 29,017 $ 99,974
============= =============
</TABLE>

The maturities of notes payable at December 31, 1995, are as follows:

1996 ....................................... $ 39,886
1997 ....................................... 28,974
1998 ....................................... 24,347
1999 ....................................... 26,631
2000 ....................................... 20,022
-------------
$ 139,860

5. COMMITMENTS AND CONTINGENCIES:

The Company has entered into an operating lease for a building which expires in
2005. The future minimum lease commitments under the operating leases are as
follows:

1996.......................... $ 90,248
1997.......................... 92,954
1998.......................... 95,743
1999.......................... 98,616
2000.......................... 101,573
Thereafter.................... 565,297

F-49

<PAGE>

FAMILY MEDICAL CLINIC, P.C.

NOTES TO FINANCIAL STATEMENTS -- CONT.

Rent expense totaled $18,704 and $87,536 for the years ended December 31, 1994
and 1995, respectively.

6. RELATED-PARTY TRANSACTIONS:

During 1994, the Company paid approximately $4,500 to Family Medical Clinic
Association, an entity owned by two of the Company's stockholders, for building
rental. In addition, the Company paid this same entity approximately $14,000 and
$4,000 for equipment in 1994 and 1995, respectively.

7. BENEFIT PLAN:

The Company maintains a defined contribution plan for employees who meet the
minimum length of service and age requirements. Under the plan, the Company
makes contributions of 11% of all plan participants' compensation, plus 5.7% of
each of the participant's excess compensation, as defined. The Company is
responsible for the administration of the plan as the plan administrator and
trustee. The Company's contributions totaled $113,648 and $113,700 in 1994 and
1995, respectively, including $90,000 contributed for a stockholder in 1994 and
1995.

8. DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS:

9. SUBSEQUENT EVENT:

F-50
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Morgan-Haugh, P.S.C.:

We have audited the accompanying balance sheets of Morgan-Haugh, P.S.C. (a
Kentucky professional services corporation) as of December 31, 1994 and 1995,
and the related statements of operations, stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Morgan-Haugh, P.S.C. as of
December 31, 1994 and 1995, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1995, in conformity
with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Worth, Texas,
July 16, 1996

F-51

<PAGE>

MORGAN-HAUGH, P.S.C.

BALANCE SHEETS
<TABLE>
<CAPTION>

December 31,
ASSETS 1994 1995
------ ------------- -------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents................................................ $ 113,132 $ 188,346
Accounts receivable, net of allowances of $407,000 and
$432,000, respectively.............................................. 582,597 584,636
Stockholder notes receivable............................................. 23,935 -
Prepaid expenses and other current assets................................ 29,002 8,423
------------- -------------
Total current assets................................................ 748,666 781,405

PROPERTY AND EQUIPMENT, net of accumulated depreciation
of $836,689 and $929,949, respectively................................... 1,158,393 1,072,726

OTHER ASSETS ........................................................... 50,261 42,529
--------- ----------
Total assets........................................................ $1,957,320 $1,896,660
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable......................................................... $ 70,041 $ 55,988
Notes payable............................................................ 203,032 130,049
Accrued expenses and other current liabilities........................... 290,018 345,555
Deferred income taxes.................................................... 83,891 116,909
------------- -------------
Total current liabilities........................................... 646,982 648,501

NOTES PAYABLE, net of current maturities..................................... 983,017 864,811
------------- -------------
Total liabilities................................................... 1,629,999 1,513,312
------------- -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock, no par value, 4,000 shares authorized;
3,000 shares issued and 2,200 shares outstanding.................... 505,069 446,566
Treasury stock........................................................... (340,097) (271,186)
Stockholders notes receivable............................................ (174,472) (191,277)
Retained income.......................................................... 336,821 399,245
------------- -------------
Total stockholders' equity.......................................... 327,321 383,348
------------- -------------

Total liabilities and stockholders' equity.......................... $ 1,957,320 $1,896,660
============= =============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-52

<PAGE>

MORGAN-HAUGH, P.S.C.

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

Period From Period From
January 1, January 1,
1995 1996
Years to to
Ended December 31, March 31, March 31,
1993 1994 1995 1995 1996
------------- ------------- ------------- ------------- ---------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
NET REVENUE:
Patient service revenue..... $ 4,879,771 $ 4,519,251 $ 4,403,055 $ 1,301,949 $ 1,091,091
Other revenue............... 167,541 146,713 48,373 36,822 36,049
------------- ------------- ------------- ------------- -------------
Total net revenue....... 5,047,312 4,665,964 4,451,428 1,338,771 1,127,140
------------- ------------- ------------- ------------- -------------

COSTS AND EXPENSES:
Cost of affiliated physician
services.................. 1,749,511 1,767,328 1,636,120 495,297 404,988
Clinic salaries and benefits 1,827,385 1,547,205 1,412,101 222,664 197,644
Rent expense................ 25,633 24,575 33,547 7,685 7,911
Clinic pharmaceuticals and
supplies.................. 385,466 376,986 304,183 47,298 45,777
Other clinic costs.......... 1,021,745 894,142 761,402 355,236 322,369
Depreciation................ 123,406 115,350 111,266 27,189 23,556
Interest expense............ 100,471 88,775 87,465 23,673 19,887
------------- ------------- ------------- ------------- -------------
Total costs and expenses 5,233,617 4,814,361 4,346,084 1,179,042 1,022,132
------------- ------------- ------------- ------------- -------------

INCOME (LOSS) BEFORE
PROVISION FOR
INCOME TAXES................ (186,305) (148,397) 105,344 159,729 105,008

PROVISION (CREDIT) FOR
INCOME TAXES................ (73,317) (59,617) 42,920 60,696 39,903
------------- ------------- ------------- ------------- -------------

NET INCOME (LOSS).............. $ (112,988) $ (88,780) $ 62,424 $ 99,033 $ 65,105
============= ============= ============= ============= =============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-53

<PAGE>

MORGAN-HAUGH, P.S.C.

STATEMENTS OF STOCKHOLDERS' EQUITY

Stockholder
Common Stock Treasury Notes Retained
Shares Amount Stock Receivable Earnings Total
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31,
1992 ...................... 2,200 $ 570,465 $ (286,635) $ (277,017) $ 538,589 $ 545,402

Stock purchased............. (200) - (96,713) - - (96,713)

Payments on stockholders
notes, net................ - - - 144,025 - 144,025

Net loss.................... - - - - (112,988) (112,988)
----------- ----------- ----------- ----------- ----------- -----------

BALANCE, December 31,
1993 ...................... 2,000 570,465 (383,348) (132,992) 425,601 479,726

Stock purchased............. (200) - (87,558) - - (87,558)

Stock issued................ 400 (65,396) 130,809 - - 65,413

Payments on stockholders
notes, net................ - - - (41,480) - (41,480)

Net loss.................... - - - - (88,780) (88,780)
----------- ----------- ----------- ----------- ----------- -----------

BALANCE, December 31,
1994 ...................... 2,200 505,069 (340,097) (174,472) 336,821 327,321

Stock purchased............. (200) - (18,889) - - (18,889)

Stock issued................ 200 (58,503) 87,800 - - 29,297

Payments on stockholders
notes, net................ - - - (16,805) - (16,805)

Net income.................. - - - - 62,424 62,424
----------- ----------- ----------- ----------- ----------- -----------

BALANCE, December 31,
1995 ...................... 2,200 $ 446,566 $ (271,186) $ (191,277) $ 399,245 $ 383,348
=========== =========== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-54

<PAGE>

MORGAN-HAUGH, P.S.C.

STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

Years Ended December 31,
1993 1994 1995
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................................ $ (112,988) $ (88,780) $ 62,424
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities-
Depreciation............................................. 123,406 115,350 111,266
(Gain) loss on sale of property.......................... (585) (2,904) 183
Changes in assets and liabilities-
Accounts receivable.................................... (17,637) (24,392) (2,039)
Prepaid expenses and other current assets.............. 77,658 5,218 20,579
Accounts payable....................................... 22,361 (2,691) (14,053)
Accrued expenses and other current liabilities......... (18,499) 35,323 55,537
Deferred income taxes.................................. (62,492) (59,617) 33,018
-------------- ------------- -------------
Net cash provided by (used in)
operating activities............................... 11,224 (22,493) 266,915
-------------- ------------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment.......................... (60,542) (53,841) (25,787)
Proceeds from sales of property and equipment................ 5,710 19,622 5
Other assets................................................. (2,510) (2,855) 7,732
-------------- ------------- -------------
Net cash used in investing activities................ (57,342) (37,074) (18,050)
-------------- ------------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on stockholders notes receivable.................... 99,120 44,043 23,935
Proceeds from notes payable.................................. - 283,289 76,889
Payments on notes payable.................................... (122,928) (214,840) (255,586)
Purchase of treasury stock................................... (96,713) (87,558) (18,889)
-------------- ------------- -------------
Net cash provided by (used in)
financing activities................................ (120,521) 24,934 (173,651)
-------------- ------------- -------------

NET INCREASE (DECREASE) IN CASH................................. (166,639) (34,633) 75,214

CASH AND CASH EQUIVALENTS, beginning
of year...................................................... 314,404 147,765 113,132
-------------- ------------- -------------

CASH AND CASH EQUIVALENTS, end of year.......................... $ 147,765 $ 113,132 $ 188,346
============== ============= =============

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid during the year-
Interest................................................... $ 100,471 $ 88,775 $ 87,465
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-55

<PAGE>

MORGAN-HAUGH, P.S.C.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1994 AND 1995

1. DESCRIPTION OF BUSINESS:

Morgan-Haugh, P.S.C. (the "Company") is a Kentucky professional corporation that
provides medical services. The principal stockholders of the Company are the
physicians who provide healthcare services. The Company was purchased by
ProMedCo of Mayfield, Inc. effective April 25, 1996 (see Note 10).

2. SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation - Audited Financial Statements

The accompanying financial statements have been prepared on the accrual basis of
accounting.

Basis of Presentation - Interim Financial Statements

The interim financial statements have been prepared by the Company without
audit, pursuant to the rules and regulations of Accounting Principles Board
("APB") Opinion No. 28, "Interim Financial Reporting." Certain information and
footnote disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to APB Opinion No. 28; nevertheless, management of the Company
believes that the disclosures herein are adequate to prevent the information
presented from being misleading. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly the
financial position of the Company with respect to the results of its operations
for the interim periods from January 1, 1995 to March 31, 1995, and from January
1, 1996 to March 31, 1996, have been included herein. The results of operations
for the interim periods are not necessarily indicative of the results for the
full year.

Revenue Recognition

Revenue is recorded at estimated net amounts to be received from third-party
payers and others for services rendered.

Cash and Cash Equivalents

The Company includes all cash accounts, which are not subject to withdrawal
restrictions or penalties, and all highly liquid debt instruments, with original
maturities of three months or less, as cash and cash equivalents.

F-56

<PAGE>

MORGAN-HAUGH, P.S.C.

NOTES TO FINANCIAL STATEMENTS -- CONT.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation.
Depreciation is computed on a straight-line method over the following useful
lives:

Years

Furniture, fixtures, and equipment......................... 5-10
Building and improvements.................................. 15-30

Use of Estimates

3. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:
December 31,
1994 1995

Land..................................... $ 161,852 $ 161,852
Furniture, fixtures, and equipment....... 679,851 684,844
Building and improvements................ 1,153,379 1,155,979
Less- Accumulated depreciation........... (836,689) (929,949)
------------- -------------

Property and equipment, net.............. $ 1,158,393 $ 1,072,726
============= =============

4. NOTES PAYABLE:

Notes payable consists of the following:
December 31,
1994 1995
7.5% note payable to a bank, due in monthly
installments of $1,439, including interest, through
April 2005, secured by property and equipment....... $ 123,677 $ 115,432

7.5% note payable to a bank, due in monthly
installments of $7,279, including interest, through
May 2003, secured by property and equipment.......... 540,002 491,565

F-57

<PAGE>

MORGAN-HAUGH, P.S.C.

NOTES TO FINANCIAL STATEMENTS -- CONT.

9.0% note payable to a bank, due in monthly
installments of $2,283, including interest, through
January 2011, secured by property and equipment....... 233,109 225,058

6.56% note payable to a related party, due in monthly
installments of $215, including interest, through
July 2005, unsecured.................................. - 18,324

8.75% note payable to a bank, due in monthly
installments of $407, including interest, through
May 2003, unsecured................................... - 26,558

5.9% note payable to a related party, due in monthly
installments of $249, including interest, through
December 2003, unsecured.............................. 20,943 19,145

9.0% note payable to a bank, due in monthly
installments of $747, including interest, through
September 1999, unsecured............................. - 28,362

9.0% note payable to a bank, due in monthly
installments of $4,428, including interest, through
May 1997, secured by equipment........................ 115,279 70,416

8.26% note payable to a related party, due in monthly
installments of $863, including interest, through
January 1999, unsecured............................. 35,808 -

5.9% note payable to a related party, due in monthly
installments of $442, including interest, through
December 2003, unsecured............................ 37,231 -

8.5% note payable to a bank, due August
1995, unsecured................................... 80,000 -
------------- -------------

Total....................................... 1,186,049 994,860

Less current maturities..................... (203,032) (130,049)
------------- -------------

Notes payable, net.......................... $ 983,017 $ 864,811
============= =============

F-58

<PAGE>

MORGAN-HAUGH, P.S.C.

NOTES TO FINANCIAL STATEMENTS -- CONT.

The maturities of notes payable as of December 31, 1995, are as follows:

1996............................... $ 130,049
1997............................... 109,436
1998............................... 94,853
1999............................... 100,130
2000............................... 101,166
Thereafter......................... 459,226
-------------

$ 994,860
5. STOCKHOLDER NOTES RECEIVABLE:

At December 31, 1994 and 1995, the Company had the following non-interest
bearing notes due from stockholders. Each of the notes was received in exchange
for shares of the Company's common stock. As these notes are
noninterest-bearing, interest has been imputed and is recognized as interest
income in the statements of operations. As these notes relate to equity
contributions, the outstanding receivables as of December 31, 1994, have been
shown as a reduction of stockholders' equity.

The maturities of stockholder notes receivable at December 31, 1995, are as
follows:

Note receivable, $601 per month, through March 1998..... $ 16,219
Note receivable, $677 per month, through May 1999....... 29,798
Note receivable, $403 per month, through May 2010....... 69,714
Note receivable, $411 per month, through August 2004.... 30,021
Note receivable, $411 per month, through July 2004...... 29,425
Note receivable, $215 per month, through April 2005..... 16,100
-------------
$ 191,277

6. COMMITMENTS AND CONTINGENCIES:

The Company leases various equipment on a month-to-month basis; total rent
expense charged to operations aggregated $25,633, $24,575, and $33,547 in 1993,
1994, and 1995, respectively.

The Company leases office space and examination rooms to several physicians
under one-year renewable lease agreements. The Company is responsible for
repairs, maintenance, and utilities; the lessee is responsible for insurance
coverage during the term of the lease. Rental income under these operating
leases aggregated $20,070, $29,760, and $37,550 in 1993, 1994, and 1995,
respectively, and is included in other revenues in the accompanying statements
of operations.

F-59

<PAGE>

MORGAN-HAUGH, P.S.C.

NOTES TO FINANCIAL STATEMENTS -- CONT.

7. INCOME TAXES:

Deferred income taxes are attributable primarily to timing differences between
income tax reporting and financial reporting related to revenues and expenses.

The following table summarizes the composition of the deferred tax assets and
liabilities.
December 31,
1994 1995
------------- ---------

Deferred tax assets-
Accounts payable.............................. $ 29,093 $ 18,834
Accrued expenses and other current liabilities 104,048 100,912
Operating loss carryforwards.................. 23,601 -
------------- -------------

Total deferred tax assets................ 156,742 119,746
------------- -------------

Deferred tax liabilities-
Accounts receivable........................... 233,039 233,855
Other ................................................ 7,594 2,800
------- -------

Total deferred tax liabilities............ 240,633 236,655
------------- -------------

Net current deferred taxes....................... $ 83,891 $ 116,909
============= =============

The following table summarizes the significant components of income tax expense
(benefit):

1993 1994 1995
------------- ------------- -------------

Current tax provision (benefit).... $ (10,825) $ - $ 9,902
Deferred tax provision (benefit)... (62,492) (59,617) 33,018
------------- ------------- -------------

Provision (credit) for income taxes $ (73,317) $ (59,617) $ 42,920
============= ============= =============

A reconciliation of the statutory federal income tax rate to the Company's
effective income tax rate follows:

1993 1994 1995
------------- ------------- ------------

Statutory federal income tax rate 34% 34% 34%
State income taxes, net of
federal income taxes.... 4 4 4
Other ........................ 1 2 3
--- ---- ---

39% 40% 41%
============ ============= =============

F-60

<PAGE>

MORGAN-HAUGH, P.S.C.

NOTES TO FINANCIAL STATEMENTS -- CONT.

8. PROFIT SHARING PLAN:

The Company has a qualified profit sharing plan (the "Plan") that includes a
401(k) provision. The profit sharing component covers substantially all
full-time employees and provides for contributions in such amounts as the Board
of Directors may annually determine. The 401(k) component permits eligible
employees, at their discretion, to invest up to 15% of their salary in the Plan.
Under the Plan agreement, the Company must match the employees' discretionary
investment in the Plan up to 3% of employees' compensation. Total expenses for
the Plan for the years ended December 31, 1993, 1994, and 1995, aggregated
$258,596, $130,199, and $153,752, respectively.

9. DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS:

10. SUBSEQUENT EVENT:

Effective April 25, 1996, the Company was acquired by ProMedCo of Mayfield,
Inc., a wholly owned subsidiary of ProMedCo Management Company, in
an asset purchase transaction whereby ProMedCo of Mayfield, Inc. agreed to
acquire substantially all the operations and certain assets and liabilities of
the Company, excluding, among other things, requirements under the Company's
profit sharing plan.

F-61

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
HealthFirst Services, Inc. and
Tarrant Family Practice, P.A.:

We have audited the accompanying combined balance sheets of HealthFirst
Services, Inc. and Tarrant Family Practice, P.A. (a Texas corporation and a
Texas association, respectively - see Note 1) as of December 31, 1994 and 1995,
and the related combined statements of operations, owners' equity, and cash
flows for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HealthFirst Services, Inc. and
Tarrant Family Practice, P.A. as of December 31, 1994 and 1995, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Fort Worth, Texas,
July 18, 1996

F-62

<PAGE>

HEALTHFIRST SERVICES, INC. AND TARRANT FAMILY PRACTICE, P.A.

COMBINED BALANCE SHEETS

December 31,
ASSETS 1994 1995
------ ------------- --------
<S> <C> <C>
CURRENT ASSETS:
Cash................................................................ $ 164,675 $ 121,538
Accounts receivable - net of allowances of $200,000 and
$360,000, respectively......................................... 493,000 836,270
------------- -------------
Total current assets.............................. 657,675 957,808

PROPERTY AND EQUIPMENT, net of accumulated
depreciation and amortization of $200,895 and $260,479,
respectively........................................................ 423,384 544,646

OTHER ASSETS............................................................. 41,954 31,543
------------- -------------

Total assets....................................... $ 1,123,013 $ 1,533,997
============= =============

LIABILITIES AND OWNERS' EQUITY

CURRENT LIABILITIES:
Accounts payable.................................................... $ 109,412 $ 180,120
Notes payable....................................................... 83,757 144,303
Accrued expenses and other current liabilities...................... 308,905 131,530
------------- -------------
Total current liabilities......................... 502,074 455,953

NOTES PAYABLE, net of current maturities................................. 221,909 117,867

OTHER LIABILITIES........................................................ - 101,180
------------- -------------

Total liabilities................................. 723,983 675,000

COMMITMENTS AND CONTINGENCIES (Note 6)

OWNERS' EQUITY .................................................. 399,030 858,997
--------- ------------

Total liabilities and owners' equity.............. $ 1,123,013 $ 1,533,997
============= =============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-63

<PAGE>

HEALTHFIRST SERVICES, INC. AND TARRANT FAMILY PRACTICE, P.A.

COMBINED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

Period From Period From
January 1, January 1,
1995 1996
to to
Years Ended December 31, May 31, May 31,
1993 1994 1995 1995 1996
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
NET REVENUE................................... $2,155,948 $ 3,024,119 $ 4,828,924 $ 1,658,933 $2,590,608
---------- ----------- ----------- ----------- ----------

COSTS AND EXPENSES:
Cost of affiliated physician services.... 591,966 878,875 1,287,409 405,035 876,457
Clinic salaries and benefits............. 627,205 821,329 1,093,392 441,476 162,484
Clinic rent and lease expense............ 61,802 98,851 169,737 38,152 94,070
Clinic pharmaceuticals and supplies...... 172,851 200,978 304,644 115,659 101,764
Other clinic costs....................... 662,255 872,805 1,428,685 466,999 918,210
Depreciation and amortization............ 32,705 62,113 70,116 11,300 -
Interest expense......................... 36,922 25,257 22,532 4,103 5,170
---------- ----------- ----------- ----------- ----------

Total costs and expenses.......... 2,185,706 2,960,208 4,376,515 1,482,724 2,158,155
---------- ----------- ----------- ----------- ----------

NET INCOME (LOSS)............................. $ (29,758) $ 63,911 $ 452,409 $ 176,209 $ 432,453
========== =========== =========== =========== ==========

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-64

<PAGE>

HEALTHFIRST SERVICES, INC. AND TARRANT FAMILY PRACTICE, P.A.

COMBINED STATEMENTS OF OWNERS' EQUITY

BALANCE, December 31, 1992.................................. $ 342,473

Net loss............................................... (29,758)
-----------

BALANCE, December 31, 1993.................................. 312,715

Net income............................................. 63,911

Capital contributions.................................. 22,404
-----------

BALANCE, December 31, 1994.................................. 399,030

Net income............................................. 452,409

Capital contributions.................................. 7,558
-----------

BALANCE, December 31, 1995.................................. $ 858,997
===========

The accompanying notes are an integral part of these financial statements.

F-65

<PAGE>

HEALTHFIRST SERVICES, INC. AND TARRANT FAMILY PRACTICE, P.A.

COMBINED STATEMENTS OF CASH FLOWS

Years Ended
December 31,
1993 1994 1995
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).................................................... $ (29,758) $ 63,911 $ 452,409
Adjustments to reconcile net income (loss)
to net cash provided by operating activities-
Depreciation and amortization................................... 32,705 62,113 70,116
Changes in assets and liabilities-
Accounts receivable, net...................................... (40,300) (126,766) (343,270)
Other current assets.......................................... 40,315 - -
Other noncurrent assets....................................... (24,006) (8,159) -
Accounts payable.............................................. 25,163 79,592 70,708
Accrued expenses and other current liabilities................ 49,321 220,292 (177,375)
----------- ----------- -----------

Net cash provided by operating activities.................. 53,440 290,983 72,588
----------- ----------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment................................... (126,931) (72,041) (173,409)
----------- ----------- -----------

Net cash used in investing activities...................... (126,931) (72,041) (173,409)
----------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable.......................................... 167,197 14,785 46,121
Payments on notes payable............................................ (50,186) (125,072) (89,617)
Proceeds from managed care contract.................................. - - 101,180
Proceeds from capital contributions.................................. - 12,500 -
----------- ----------- ----------

Net cash provided by (used in)
financing activities................................... 117,011 (97,787) 57,684
----------- ----------- ----------

NET INCREASE (DECREASE) IN CASH......................................... 43,520 121,155 (43,137)

CASH, beginning of year................................................. - 43,520 164,675
----------- ----------- ----------

CASH, end of year....................................................... $ 43,520 $ 164,675 $ 121,538
=========== =========== ==========

SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid during the year for interest............................. $ 36,922 $ 25,257 $ 22,532
Noncash capital contributions...................................... $ - $ 9,904 $ 7,558
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-66

<PAGE>

HEALTHFIRST SERVICES, INC. AND TARRANT FAMILY PRACTICE, P.A.

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 1994 AND 1995

1. DESCRIPTION OF BUSINESS:

HealthFirst Services, Inc. and Tarrant Family Practice, P.A. (collectively, the
"Company") operate five medical clinics in Fort Worth, Texas and surrounding
areas. HealthFirst Services, Inc. and Tarrant Family Practice. P.A. were formed
under the applicable laws of Texas on June 23, 1994 and January 28, 1987,
respectively. The Companies are affiliated entities and have four common
shareholders that own 70% of HealthFirst Services Inc. and 100% of Tarrant
Family Practice, P.A. Accordingly, their financial position and results of
operation have been combined for financial reporting purposes.

2. SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation - Audited Financial Statements

The accompanying combined financial statements have been prepared on the accrual
basis of accounting.

Basis of Presentation - Interim Financial Statements

The interim financial statements have been prepared by the Company without
audit, pursuant to Accounting Principles Board ("APB") Opinion No. 28, "Interim
Financial Reporting." Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to APB
Opinion No. 28; nevertheless, management of the Company believes that the
disclosures herein are adequate to prevent the information presented from being
misleading. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the financial position
of the Company with respect to the results of its operations for the interim
periods from January 1, 1995 to May 31, 1995, and from January 1, 1996 to May
31, 1996, have been included herein. The results of operations for the interim
periods are not necessarily indicative of the results for the full year.

Revenue Recognition

Revenue is recorded at estimated net amounts to be received from third-party
payers and others for services rendered.

F-67

<PAGE>

HEALTHFIRST SERVICES, INC. AND TARRANT FAMILY PRACTICE, P.A.

NOTES TO COMBINED FINANCIAL STATEMENTS -- CONT.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and
amortization. Property and equipment are depreciated using the straight-line
method over the following useful lives:

Years
Furniture and fixtures..................... 10
Equipment.................................. 5-10
Leasehold improvements..................... Remaining life of lease

Income Taxes

HealthFirst Services, Inc. and Tarrant Family Practice, P.A. are both S
Corporations. Accordingly, income tax liabilities are the responsibility of the
respective owners.

Owners' Equity

Owners' equity includes the respective capital stock, additional paid-in capital
and retained earnings of the legal entities described in Note 1.

The practices were purchased by ProMedCo of Lake Worth, Inc. subsequent to
year-end 1995 (see Note 9).

Use of Estimates

3. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

December 31,
1994 1995
Furniture, fixtures, and equipment...... $ 370,059 $ 527,317
Leasehold improvements.................. 254,220 277,808
Less- Accumulated depreciation
and amortization...................... (200,895) (260,479)
--------- ---------

Property and equipment, net............. $ 423,384 $ 544,646
============= =============

F-68

<PAGE>

HEALTHFIRST SERVICES, INC. AND TARRANT FAMILY PRACTICE, P.A.

NOTES TO COMBINED FINANCIAL STATEMENTS -- CONT.

4. NOTES PAYABLE:

Notes payable consists of the following:
<TABLE>
<CAPTION>
December 31,
1994 1995
<S> <C> <C>
Note payable to bank, due in 1997, payable in monthly
installments, bearing interest at 8.75%, secured by
property and equipment......................................................... $ 120,399 $ 77,981

Note payable to a health maintenance organization, for which the Company
will provide clinic services to its members; due in 1998, payable in
monthly installments beginning in
1995, bearing interest at prime, secured by operating assets................... 142,000 131,679

Other notes payable, due from 1996 to 1998, bearing
interest at rates from 5.85% to 9.75%......................................... 43,267 52,510
----------- -----------

Total...................................................................... 305,666 262,170

Less current maturities.................................................... (83,757) (144,303)
----------- ------------

Notes payable, net......................................................... $ 221,909 $ 117,867
=========== ===========
</TABLE>

The maturities of notes payable at December 31, 1995 are as follows:

1996............................................ $ 144,303
1997............................................ 76,938
1998............................................ 40,929
-----------

Total........................................ $ 262,170
===========

5. OTHER LIABILITIES:

During 1995, the Company received cash from a health maintenance organization in
return for agreeing to provide clinic services to its members in a certain area,
for a three-year period. The amount will be earned over the three year term,
beginning in 1996. However, upon the Company's termination of clinic services in
the area, the unearned balance becomes due.

6. COMMITMENTS AND CONTINGENCIES:

The Company has operating leases for all of its facilities including the clinics
and the business office, extending through 2011. Rent expense totaled $60,778,
$97,714, and $169,411 for the years ended December 31, 1993, 1994, and 1995,
respectively (see Note 7).

F-69

<PAGE>

HEALTHFIRST SERVICES, INC. AND TARRANT FAMILY PRACTICE, P.A.

NOTES TO COMBINED FINANCIAL STATEMENTS -- CONT.

Future lease commitments under the operating leases are as follows:

1996........................................ $ 264,342
1997........................................ 307,854
1998........................................ 271,285
1999........................................ 221,088
2000........................................ 198,848
Thereafter.................................. 1,260,000

Subsequent to December 31, 1995, the Company entered into a lease agreement with
an affiliated company for a new facility. The commitments related to this
agreement have been included in the above future lease commitments.

7. RELATED-PARTY TRANSACTIONS:

The Company leases several of its facilities from affiliated companies with
common owners. Total rent expense to related parties for the years ended
December 31, 1993, 1994, and 1995 was $45,779, $60,102, and $112,021,
respectively.

8. BENEFIT PLAN:

The Company maintains a defined contribution plan for employees who meet the
minimum length of service and age requirements. Under the plan, the Company
makes contributions of 5.7% of all plan participants' compensation. The
Company's contributions totaled $51,887, $65,984, and $90,261 in 1993, 1994, and
1995, respectively.

9. DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS:

10. SUBSEQUENT EVENT:

Effective May 29, 1996, the Company was acquired by ProMedCo of Lake Worth,
Inc., a wholly owned subsidiary of ProMedCo Management Company, in
an asset purchase transaction whereby ProMedCo of Lake Worth, Inc. agreed to
acquire substantially all the operations and certain assets and certain
liabilities of the Company, excluding, among other things, requirements under
the Company's benefit plan.

F-70

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Abilene Diagnostic Clinic, P.L.L.C.:

We have audited the accompanying combined balance sheets of the Abilene
Diagnostic Clinic Practices (see Note 1) as of December 31, 1994 and 1995, and
the related combined statements of operations, owners' equity, and cash flows
for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Abilene Diagnostic Clinic
Practices as of December 31, 1994 and 1995, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1995, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Worth, Texas,
July 25, 1996

F-71

<PAGE>

ABILENE DIAGNOSTIC CLINIC PRACTICES (NOTE 1)

COMBINED BALANCE SHEETS

December 31, September 30,
ASSETS 1994 1995 1996
------ -------------- ------------- -------------
(unaudited)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents....................................... $ 688,816 $ 369,717 $ 185,356
Accounts receivable - net of
allowances of $835,887, $783,991, and
$2,451,480, respectively................................... 1,264,807 1,478,283 1,457,843
Prepaid expenses and other current assets....................... 115,201 146,050 30,727
-------------- ------------- -------------
Total current assets....................................... 2,068,824 1,994,050 1,673,926
PROPERTY AND EQUIPMENT,
net of accumulated depreciation
of $81,354, $110,543, and
$127,123, respectively....................................... 22,314 57,224 40,643
OTHER ASSETS.................................................... - 50,000 56,851
-------------- ------------- -------------

Total assets............................................... $ 2,091,138 $ 2,101,274 $ 1,771,420
============== ============= =============

LIABILITIES AND OWNERS' EQUITY

CURRENT LIABILITIES:
Accounts payable............................................. $ 176,106 $ 583,331 $ 89,845
Management fees payable...................................... -- 113,047 418,244
Notes payable................................................ 72,547 198,163 68,929
Accrued expenses and other current liabilities............... 809,145 65,693 766,133
-------------- ------------- -------------

Total current liabilities.................................. 1,057,798 960,234 1,343,151

NOTES PAYABLE, net of current maturities........................ 198,163 - 93,006
-------------- ------------- -------------
Total liabilities.......................................... 1,255,961 960,234 1,436,157

COMMITMENTS AND CONTINGENCIES

OWNERS' EQUITY.................................................. 835,177 1,141,040 335,263
-------------- ------------- -------------

Total liabilities and owners' equity..................... $ 2,091,138 $ 2,101,274 $ 1,771,420
============== ============= =============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-72

<PAGE>

ABILENE DIAGNOSTIC CLINIC PRACTICES (NOTE 1)

COMBINED STATEMENTS OF OPERATIONS

Nine Months Nine Months
Years Ended Ended Ended
December 31, September 30, September 30,
1993 1994 1995 1995 1996
----------- ----------- ----------- ---------- ---------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
NET REVENUE........................... $ 6,375,740 $ 7,114,567 $ 9,536,623 $ 6,728,818 $11,263,067
----------- ----------- ----------- ----------- -----------

Cost of affiliated physician services 3,858,599 3,730,554 4,939,683 2,674,960 5,193,798
Clinic salaries and benefits....... 1,299,810 1,336,463 1,424,891 1,312,668 1,739,109
Clinic rent and lease expense...... 271,941 322,711 477,923 237,252 718,961
Clinic pharmaceuticals and supplies 300,359 335,317 354,161 268,141 663,383
Other clinic costs................. 1,335,732 1,382,539 1,799,974 868,496 2,672,444
Management fees.................... -- -- 113,047 -- 870,895
Depreciation ...................... 72,617 31,795 29,190 8,102 16,581
Interest expense................... 27,806 25,963 23,620 20,209 13,942
Other (income) expense............. (205,375) 4,137 27,221 -- --
----------- ----------- ----------- ----------- -----------
Total costs and expenses......... 6,961,489 7,169,479 9,189,710 5,389,828 11,889,113
----------- ----------- ----------- ----------- -----------

NET INCOME (LOSS)..................... $ (585,749) $ (54,912) $ 346,913 $ 1,338,990 $ (626,046)
========== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-73

<PAGE>

ABILENE DIAGNOSTIC CLINIC PRACTICES (NOTE 1)

COMBINED STATEMENTS OF OWNERS' EQUITY

BALANCE, December 31, 1992................................ $ 1,553,406

Net loss ........................................... (585,749)

Capital contributions................................. 167

Capital distributions................................. (38,710)
-------------

BALANCE, December 31, 1993................................ 929,114

Net loss ........................................... (54,912)

Capital distributions................................. (39,025)
-------------

BALANCE, December 31, 1994................................ 835,177

Net income............................................ 346,913

Capital distributions................................. (41,050)
-------------

BALANCE, December 31, 1995................................ $ 1,141,040
=============

The accompanying notes are an integral part of these financial statements.

F-74

<PAGE>

ABILENE DIAGNOSTIC CLINIC PRACTICES (NOTE 1)

COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

Years Ended Nine Months
December 31, Ended September 30,
1993 1994 1995 1995 1996
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................ $ (585,749) $ (54,912) $ 346,913 $ 1,338,990 $ (626,046)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities-
Depreciation........................... 72,617 31,795 29,190 8,102 16,581
(Gain) loss on sale of equipment....... (214,628) (424) -- -- --
Changes in assets and liabilities-
Accounts receivable, net............. 88,368 (116,684) (213,476) 342,916 20,440
Other current assets................. (19,989) 5,595 (30,849) (69,943) 115,323
Other assets......................... 7,337 -- (50,000) (6,735) (6,851)
Accounts payable..................... 34,205 (2,631) 407,225 (13,161) (493,486)
Management fees payable.............. -- -- 113,047 -- 305,197
Accrued expenses and other
current liabilities................ 298,023 452,145 (743,452) (363,344) 700,440
----------- ----------- ----------- ----------- -----------

Net cash provided by (used in)
operating activities................. (319,816) 314,884 (141,402) 1,236,825 31,598
----------- ----------- ----------- ----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment...... (10,206) (27,490) (64,100) (32,201) --
Proceeds from sale of property and
equipment.............................. 541,147 140,246 -- -- --
----------- ----------- ----------- ----------- -----------
Net cash provided by (used in)
investing activities .............. 530,941 112,756 (64,100) (32,201) --
----------- ----------- ----------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on debt......................... (15,535) (81,518) (72,547) (55,819) (36,228)
Proceeds from capital contributions...... 167 -- -- -- 111,269
Capital owner distributions.............. (38,710) (39,025) (41,050) (33,551) (291,000)
----------- ----------- ----------- ----------- -----------

Net cash used in financing activities (54,078) (120,543) (113,597) (89,370) (215,959)

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS......................... 157,047 307,097 (319,099) 1,115,254 (184,361)
CASH AND CASH EQUIVALENTS,
beginning of year........................ 224,672 381,719 688,816 688,816 369,717
----------- ----------- ----------- ----------- -----------
CASH AND CASH EQUIVALENTS,
end of year.............................. $ 381,719 $ 688,816 $ 369,717 $ 1,804,070 $ 185,356
=========== =========== =========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid during the year for interest... $ 27,806 $ 25,963 $ 23,620 $ 20,209 $ 13,942
=========== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-75

<PAGE>

ABILENE DIAGNOSTIC CLINIC PRACTICES (NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 1994 AND 1995

1. DESCRIPTION OF BUSINESS:

Abilene Diagnostic Clinic, P.L.L.C. ("ADC"), a Texas professional limited
liability company, operates a group medical practice in Taylor County, Texas.
ADC has entered into an interim service agreement with ProMedCo of Abilene,
Inc., a wholly owned subsidiary of ProMedCo Management Company, to
manage all day-to-day operations other than the provision of medical services.
ADC has also entered into an asset purchase agreement with ProMedCo
Management Company for certain assets and certain liabilities (excluding, among
other things, requirements under benefit plans) of ADC in exchange for common
stock of ProMedCo Management Company effective the later of February
16, 1997 or the first day of the month following the date of the initial public
offering.

The combined financial statements of Abilene Diagnostic Clinic Practices include
ADC and the historical financial statements of Abilene Association of
Anesthesiology, P.A. This practice was purchased by ADC subsequent to December
31, 1995, and is included as part of the ProMedCo Management Company
purchase of ADC. The accompanying financial statements of the Abilene Diagnostic
Clinic Practices ("Combined Entities") have been prepared on a combined basis
since the proposed business combination will be accounted for as a single
transaction and it is more meaningful to present the combined financial
position and results of operations of the acquired entities.

2. SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation - Audited Financial Statements

The accompanying combined financial statements have been prepared on the accrual
basis of accounting.

Basis of Presentation - Interim Financial Statements

The interim financial statements have been prepared by the Company without
audit, pursuant to the rules and regulations of Accounting Principles Board
("APB") Opinion No. 28, "Interim Financial Reporting." Certain information and
footnote disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to APB Opinion No. 28; nevertheless, management of the Company
believes that the disclosures herein are adequate to prevent the information
presented from being misleading. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly the
financial position of the Company with respect to the results of its operations
for the interim periods from January 1, 1995 to September 30, 1995, and from
January 1, 1996 to September 30, 1996, have been included herein. The results of
operations for the interim periods are not necessarily indicative of the results
for the full year.

Revenue Recognition

Revenue is recorded at estimated net amounts to be received from third party
payers and others for services rendered.

F-76

<PAGE>

ABILENE DIAGNOSTIC CLINIC PRACTICES

NOTES TO COMBINED FINANCIAL STATEMENTS -- CONT.

Cash and Cash Equivalents

The Combined Entities include all cash accounts, and all highly liquid debt
instruments, with original maturities of three months or less, as cash and cash
equivalents.

Accounts Receivable

Accounts receivable primarily consists of receivables from patients, insurers,
government programs and other third-party payers for medical services provided
by physicians. Such amounts are reduced by an allowance for uncollectible
amounts in certain entities.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and
amortization. Property and equipment are depreciated using the straight-line
method over the following useful lives:

Years

Furniture and fixtures................ 10
Equipment............................. 5-10
Leasehold improvements................ Remaining life of lease

Income Taxes

The Combined Entities have historically not incurred significant tax liabilities
for federal or state income taxes. Compensation to physician owners has
traditionally reduced taxable income to nominal levels. This relationship would
be expected to continue in the future. Because of this practice, provisions for
income taxes and deferred tax assets and liabilities of the taxable entities
have not been reflected in the combined financial statements.

Owners' Equity

Owners' equity includes the combined respective capital stock, additional
paid-in capital, and retained earnings of the various legal entities reflected
herein as the Combined Entities.

Use of Estimates

F-77

<PAGE>

ABILENE DIAGNOSTIC CLINIC PRACTICES

NOTES TO COMBINED FINANCIAL STATEMENTS -- CONT.

3. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:
December 31,
1994 1995

Equipment................................. $ 103,668 $ 167,767
Less accumulated depreciation............. (81,354) (110,543)
------------- -------------
Property and equipment, net............... $ 22,314 $ 57,224
============= =============

4. NOTES PAYABLE:

Notes payable consists of the following:
<TABLE>
<CAPTION>
December 31,
1994 1995
<S> <C> <C>
Note payable to a bank, due in 1996, payable in monthly installments with
the balance due at maturity, bearing interest at the bank base rate
plus 0.5%, unsecured....................................................... $ 261,840 $ 198,163

Note payable to a bank, due in 1995, payable in
monthly installments, bearing interest at 8.5%,
unsecured................................................................. 8,870 -
------------- -------------

Total ................................................................ 270,710 198,163
Less current maturities.................................................. (72,547) (198,163)
--------------- -------------
Notes payable, net....................................................... $ 198,163 $ -
============= =============
</TABLE>

5. COMMITMENTS AND CONTINGENCIES:

The Combined Entities have operating leases for all of its facilities. Rent
expense totaled $271,941, $322,711, and $477,923 for the years ended December
31, 1993, 1994, and 1995, respectively.

Future lease commitments under the operating leases are as follows:

1996............................................ $ 355,742
1997............................................ 347,742
1998............................................ 315,795
1999............................................ 103,600

6. BENEFIT PLANS:

The Combined Entities have several defined contribution plans. Contributions
were $431,757, $418,529, and $61,466 for 1993, 1994, and 1995, respectively.

F-78

<PAGE>

ABILENE DIAGNOSTIC CLINIC PRACTICES

NOTES TO COMBINED FINANCIAL STATEMENTS -- CONT.

7. DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS:

8. SALE OF THE COMBINED ENTITIES:

In December, 1995, the Combined Entities entered into an interim management
services agreement with ProMedCo of Abilene, Inc., a wholly owned subsidiary of
ProMedCo Management Company. As part of this transaction, the
Combined Entities agreed to be acquired by ProMedCo of Abilene, Inc., on the
later of February 16, 1997 or the first day of the month following the date of
the initial public offering of ProMedCo Management Company's common
stock, excluding, among other things, requirements under the Combined Entities'
benefit plan.

F-79

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of King's Daughters Clinic, P.A.:

We have audited the accompanying balance sheets of King's Daughters Clinic, P.A.
(a Texas professional association) as of December 31, 1994 and 1995, and the
related statements of operations, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of King's Daughters Clinic, P.A.
as of December 31, 1994 and 1995, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Worth, Texas,
August 30, 1996

F-80

<PAGE>

KING'S DAUGHTERS CLINIC, P.A.

BALANCE SHEETS
<TABLE>
<CAPTION>

DECEMBER 31, AUGUST 31,
1994 1995 1996
-------------- ------------- -------------
ASSETS (unaudited)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents......................... $ 41,583 $ 64,756 $ 301,706
Accounts receivable,
net of allowances of $850,000,
$2,312,000, and $2,397,000
at December 31, 1994 and 1995,
and August 31, 1996, respectively............. 1,080,764 2,651,078 2,762,001
Inventories....................................... 84,753 123,607 84,967
Prepaid expenses and other current assets......... 118,772 263,260 126,491
-------------- -------------- -------------
Total current asset........................... 1,325,872 3,102,701 3,275,165
PROPERTY AND EQUIPMENT, net............................ 920,931 1,219,271 1,597,639
-------------- -------------- -------------
Total asset................................... $ 2,246,803 $ 4,321,972 $ 4,872,804
============== ============== =============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Line of credit.................................... $ - $ 275,000 $ 225,000
Accounts payable.................................. 384,716 1,010,801 745,709
Accrued expenses and
other current liabilities..................... 617,789 524,820 1,481,362
Current portion of notes payable.................. 83,996 69,996 69,996
Current portion of capital
lease obligations............................. 201,851 279,160 294,216
Deferred income taxes............................. - 302,913 182,939
-------------- -------------- -------------
Total current liabilities..................... 1,288,352 2,462,690 2,999,222
LONG-TERM LIABILITIES:
Notes payable..................................... 180,843 110,847 64,183
Capital lease obligations......................... 530,862 668,759 1,030,171
Deferred income taxes............................. 50,146 72,755 -
Other long-term liabilities....................... - 349,845 393,575
-------------- -------------- -------------
Total long-term liabilities................... 761,851 1,202,206 1,487,929
-------------- ---------------- ---------------
Total liabilities............................. 2,050,203 3,664,896 4,487,151
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $100 par value, 1,000,000 shares
authorized; 27, 29 and 30
shares outstanding at December 31,
1994 and 1995, and August 31, 1996,
respectively, after deducting 1, 0,
and 0 shares held in treasury at
December 31, 1994 and 1995,
and August 31, 1996........................... 2,700 2,900 3,000
Retained earnings................................. 193,900 654,176 382,653
-------------- -------------- -------------
Total stockholders' equity.................... 196,600 657,076 385,653
-------------- -------------- -------------
Total liabilities and
stockholders' equity........................ $ 2,246,803 $ 4,321,972 $ 4,872,804
================ ================ ===============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-81

<PAGE>

KING'S DAUGHTERS CLINIC, P.A.

STATEMENTS OF OPERATIONS

FOR THE FOR THE
EIGHT MONTHS EIGHT MONTHS
ENDED ENDED
YEARS ENDED DECEMBER 31, AUGUST 31, AUGUST 31,
----------------------------------------------
1993 1994 1995 1995 1996
------------- -------------- ------------- ------------- --------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES:
Net patient service revenues.............. $ 13,612,086 $ 15,509,447 $ 18,757,164 $ 12,480,170 $ 12,448,700
Other revenues............................ 714,884 774,250 814,429 463,290 553,460
------------- -------------- ------------- ------------- -------------
Total net revenues.................... 14,326,970 16,283,697 19,571,593 12,943,460 13,002,160
------------- -------------- ------------- ------------- -------------

COSTS AND EXPENSES:
Cost of affiliated physician services..... 5,478,326 5,980,131 7,427,766 5,179,604 5,012,422
Clinic salaries and benefits.............. 4,559,211 5,653,364 5,010,994 3,335,680 4,015,320
Rent expense.............................. 1,405,316 1,679,774 1,724,425 1,229,919 1,175,969
Clinic pharmaceuticals and supplies....... 1,281,654 1,310,088 1,451,689 972,672 1,038,608
Other clinic costs........................ 1,301,134 1,652,023 2,863,294 1,837,771 1,828,518
Depreciation.............................. 84,796 166,781 294,960 189,044 259,119
Interest expense.......................... 19,029 31,293 101,077 71,724 83,603
------------- -------------- ------------- ------------- ------------
Total costs and expenses.............. 14,129,466 16,473,454 18,874,205 12,816,414 13,413,559
------------- -------------- ------------- ------------- ------------

INCOME (LOSS) BEFORE PROVISION FOR
INCOME TAXES.............................. 197,504 (189,757) 697,388 127,046 (411,399)

PROVISION (BENEFIT) FOR INCOME
TAXES ................................. 67,151 (64,517) 237,112 43,196 (139,876)
------------- -------------- ------------- ------------- -------------

NET INCOME (LOSS).............................. $ 130,353 $ (125,240) $ 460,276 $ 83,850 $ (271,523)
============= ============== ============= ============= =============

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-82

<PAGE>

KING'S DAUGHTERS CLINIC, P.A.

STATEMENTS OF STOCKHOLDERS' EQUITY

Common Stock Treasury Stock
Retained
Shares Amount Earnings Shares Amount Total
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1992................ 28 $ 2,800 $ 188,787 - $ - $ 191,587
Purchase of treasury stock........... - - - (4) (400) (400)
Net income........................... - - 130,353 - - 130,353
---------- --------- ------------ --------- ----------- -----------
BALANCE, December 31, 1993................ 28 2,800 319,140 (4) (400) 321,540
Purchase of treasury stock........... - - - (1) (100) (100)
Reissuance of treasury stock......... - - - 4 400 400
Net loss ............................ - - (125,240) - - (125,240)
---------- --------- ------------ --------- ---------- ----------
BALANCE, December 31, 1994................ 28 2,800 193,900 (1) (100) 196,600
Purchase of treasury stock........... - - - (1) (100) (100)
Reissuance of treasury stock......... - - - 2 200 200
Issuance of common stock............. 1 100 - - - 100
Net income........................... - - 460,276 - - 460,276
---------- --------- ------------ --------- ----------- -----------
BALANCE, December 31, 1995................ 29 2,900 654,176 - - 657,076
Issuance of common
stock (unaudited).................... 1 100 - - - 100
Net loss (unaudited)................. - - (271,523) - - (271,523)
---------- --------- ----------- - --------- ----------- -----------
BALANCE, August 31, 1996
(unaudited).......................... 30 $ 3,000 $ 382,653 - $ - $ 385,653
========== ========= ============ ========= =========== ===========

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-83

<PAGE>

KING'S DAUGHTERS CLINIC, P.A.

STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

FOR THE FOR THE
EIGHT MONTHS EIGHT MONTHS
ENDED ENDED
YEARS ENDED DECEMBER 31, AUGUST 31, AUGUST 31,
1993 1994 1995 1995 1996
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...................................... $ 130,353 $ (125,240) $ 460,276 $ (146,932) $ (467,143)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities-
Depreciation....................................... 84,796 166,781 294,960 139,550 194,452
Changes in assets and liabilities-
Accounts receivable.............................. (545,775) (5,000) (1,570,314) (497,908) (64,179)
Inventories...................................... (4,000) (4,253) (38,854) (2,830) 28,476
Prepaid expenses and other current assets........ (96,711) 152,285 (144,288) (10,479) 74,775
Accounts payable................................. 8,643 176,073 626,085 352,539 (138,504)
Accrued expenses and other current liabilities... 114,055 37,143 256,876 854,944 932,870
Deferred income taxes............................ 127,462 (77,316) 325,522 (25,886) (254,448)
------------ ------------ ------------ ---------- -----------
Net cash provided by (used in)
operating activities......................... (181,177) 320,473 210,263 662,998 306,299
------------- ------------ ------------ ---------- ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment..................... (8,273) (152,550) (174,443) (70,065) (78,670)
------------ ----------- -- ---------- ---------- ------------
Net cash used in investing activities.......... (8,273) (152,550) (174,443) (70,065) (78,670)
------------ ----------- -- ---------- ---------- ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowing (repayments) under line of credit............ - - 275,000 - (50,000)
Payments on capital leases............................. (101,310) (109,681) (203,651) (105,932) (130,246)
Proceeds from notes payable............................ 350,000 - - - -
Payments on notes payable.............................. (43,165) (83,996) (83,996) (34,998) (29,185)
------------ ---------- - ---------- ---------- -----------
Net cash provided by (used in)
financing activities......................... 205,525 (193,677) (12,647) (140,930) (209,431)
------------ ----------- -- ---------- ---------- ----------

NET INCREASE (DECREASE) IN CASH........................... 16,075 (25,754) 23,173 452,003 18,198
CASH AND CASH EQUIVALENTS, beginning of year.............. 51,262 67,337 41,583 41,583 64,756
------------ ----------- ----------- ---------- -----------
CASH AND CASH EQUIVALENTS, end of year.................... $ 67,337 $ 41,583 $ 64,756 $ 493,586 $ 82,954
============ =========== =========== ========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid during the period-
Interest............................................. $ 19,029 $ 31,293 $ 101,077 $ 56,757 $ 58,813
Income taxes......................................... $ - $ - $ - $ - $ -

NONCASH FINANCING ACTIVITIES:
Equipment acquired under capital lease................. $ 65,757 $ 617,038 $ 523,209 $ 187,582 $ 557,657

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-84

<PAGE>

KING'S DAUGHTERS CLINIC, P.A.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1994 AND 1995

1. DESCRIPTION OF BUSINESS:

King's Daughters Clinic, P.A. (the "Clinic") is a Texas professional association
that provides medical services. The principal stockholders of the Clinic are the
physicians who provide healthcare services. The Clinic was purchased by ProMedCo
of Temple, Inc. effective September 1, 1996 (see Note 9).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation - Interim Financial Statements

The financial statements for the eight months ended August 31, 1995 and 1996,
have been prepared by the Clinic, without audit, pursuant to Accounting
Principles Board (APB) Opinion No. 28, "Interim Financial Reporting." Certain
information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the APB Opinion No. 28; nevertheless,
management of the Clinic believes that the disclosures herein are adequate to
prevent the information presented from being misleading. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the financial position of the Clinic with respect to
the results of its operations for the eight months ended August 31, 1995 and
1996, have been included herein. The results of operations for the eight-month
period is not necessarily indicative of the results for the full year.

Use of Estimates

Cash and Cash Equivalents

The Clinic includes all cash accounts, which are not subject to withdrawal
restrictions or penalties, and all highly liquid debt instruments, with original
maturities of three months or less, as cash and cash equivalents.

Inventories

Inventories are stated at the lower of cost or market and consist primarily of
radiology, laboratory and office supplies.

F-85

<PAGE>

KING'S DAUGHTERS CLINIC, P.A.

NOTES TO FINANCIAL STATEMENTS -- CONT.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation.
Depreciation is computed based on the straight-line method over the following
useful lives:

Years

Leasehold improvements............................. 5-31.5
Furniture, fixtures, and equipment................. 3-7

Revenue Recognition

Revenue is recorded at estimated net amounts to be received from third-party
payers and others for services rendered.

3. PROPERTY AND EQUIPMENT:

At December 31, 1994 and 1995, property and equipment consisted of the
following:

1994 1995
---------------- ----------

Leasehold improvements.............. $ 29,386 $ 79,479
Furniture, fixtures, and equipment.. 1,225,101 1,685,414
Less- Accumulated depreciation...... (333,556) (545,622)
---------------- --------------

Property and equipment, net... $ 920,931 $ 1,219,271
================ ===============

F-86

<PAGE>

KING'S DAUGHTERS CLINIC, P.A.

NOTES TO FINANCIAL STATEMENTS -- CONT.

4. NOTES PAYABLE:

At December 31, 1994 and 1995, notes payable consisted of the following:
<TABLE>
<CAPTION>

1994 1995
---------------- ---------------
<S> <C> <C>
Note payable from a bank bearing interest
at prime plus 1% (8.5%, 8.5% and
8.25%, respectively), due in monthly
installments of $5,833, plus interest,
through, July 15, 1998,
guaranteed by a related party...................................... $ 250,839 $ 180,843

Note payable from a bank bearing interest
at prime plus .5% (8.5% in 1994),
principle due in annual installments of
$14,000 through September 10, 1995,
interest due quarterly............................................. 14,000 -

Less- Current maturities........................................... (83,996) (69,996)
---------------- ---------------

Notes payable, net............................................. $ 180,843 $ 110,847
================ ===============
</TABLE>

The maturities of notes payable as of December 31, 1995, are as follows:

1996 ............................. $ 69,996
1997 ............................. 69,996
1998 ............................. 40,851
1999 ............................. -
2000 ............................. -
Thereafter............................ -
----------------

$ 180,843

The Clinic also has a revolving line of credit with a bank in the amount of
$300,000, which accrues interest at the prime rate (8.5% at December 31, 1995).
At December 31, 1995, the outstanding balance on this line of credit was
$275,000.

F-87

<PAGE>

KING'S DAUGHTERS CLINIC, P.A.

NOTES TO FINANCIAL STATEMENTS -- CONT.

5. LEASE COMMITMENTS:

The Clinic leases various equipment and office buildings under operating leases.
Rent expense charged to operations totaled approximately $907,000, $990,000, and
$1,200,000 during the years ended December 31, 1993, 1994, and 1995,
respectively.

The Clinic also leases various equipment under capital leases. At December 31,
1995, future minimum lease payments under capital and operating leases are as
follows:
<TABLE>
<CAPTION>

Capital Operating Total
<S> <C> <C> <C>
1996.......................................... $ 356,136 $ 88,776 $ 444,912
1997.......................................... 300,053 76,560 376,613
1998.......................................... 261,955 - 261,955
1999.......................................... 136,933 - 136,933
2000.......................................... 68,641 - 68,641
Thereafter.................................... - - -
--------------- ---------------- --------------

Less-Portion attributable to interest......... (175,799) - (175,799)
--------------- ---------------- ---------------

Net obligations............................... $ 947,919 $ 165,336 $ 1,113,255
=============== ================ ===============
</TABLE>

Rent paid to related parties totaled approximately $877,000, $919,000, and
$983,000 during the years ended December 31, 1993, 1994, and 1995, respectively.

6. INCOME TAXES:

Deferred income taxes reflect net operating loss carryforwards and the impact of
temporary differences between the amount of asset and liabilities for financial
reporting purposes and such amounts as measured by tax laws and regulations.
These differences related primarily to provisions for doubtful accounts, book
versus tax depreciation differences, and accrued revenues and expenses recorded
for book purposes but not yet recorded for tax purposes.

F-88

<PAGE>

KING'S DAUGHTERS CLINIC, P.A.

NOTES TO FINANCIAL STATEMENTS -- CONT.

At December 31, 1994 and 1995, the Clinic had the following deferred tax assets
and liabilities recorded:

1994 1995
------------ -------------
Deferred tax assets-
Allowances on accounts receivable..............$ 289,009 $ 786,153
Accounts payable................................ 130,803 343,672
Accrued expenses and other current
liabilities.................................. 210,048 297,386
Operating loss carryforwards.................... 23,106 24,549
------------ ------------
Total deferred tax assets................ 652,966 1,451,760
------------ ------------
Deferred tax liabilities-
Accounts receivable.......................... 656,468 1,687,520
Depreciation.................................. 23,105 97,304
Other......................................... 23,539 42,604
------------- ------------
Total deferred tax liabilities........... 703,112 1,827,428
------------- ------------
Net deferred tax liabilities...................... $ 50,146 $ 375,668
============= ============

The following table summarizes the significant components of the income tax
provision (benefit):
<TABLE>
<CAPTION>

1993 1994 1995
-------------- ------------ --------------
<S> <C> <C> <C>
Current tax provision (benefit)............................ $ (60,311) $ 12,799 $ (88,410)
Deferred tax provision (benefit)........................... 127,462 (77,316) 325,522
-------------- ------------ -------------
Total income tax provision (benefit)....................... $ 67,151 $ (64,517) $ 237,112
============== ============= =============
</TABLE>

The Clinic has no significant permanent tax differences and therefore its
effective tax rate equals its statutory tax rate.

7. PROFIT SHARING PLAN:

The Clinic has a qualified profit sharing plan (the "Plan") that includes a
401(k) provision. The profit sharing component covers substantially all
full-time employees and provides for contributions in such amounts as the Board
of Directors may annually determine. The 401(k) component permits eligible
employees, at their discretion, to contribute a percentage of their salary into
the Plan. The maximum contribution percentage was 10% until December 31, 1995,
at which time the Plan was amended to increase the contribution percentage to
15% of the employees' salary. Under the Plan agreement, the Company must match
the employees' discretionary investment in the Plan up to 1% of the employees'
compensation. The Clinic may also elect to contribute up to 5% of eligible
employees compensation to the profit sharing portion of the Plan. Total
contributions by the Clinic aggregated approximately $224,000, $300,000, and
$326,000 for the years ended December 31, 1993, 1994, and 1995, respectively.

F-89

<PAGE>

KING'S DAUGHTERS CLINIC, P.A.

NOTES TO FINANCIAL STATEMENTS -- CONT.

8. DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS:

9. SUBSEQUENT EVENT:

The Clinic has entered into a transaction whereby ProMedCo of Temple, a wholly
owned subsidiary of ProMedCo Management Company, will acquire
substantially all the operations and certain assets and liabilities of the
Clinic on September 1, 1996.

10. CONTINGENCIES:

The Clinic is involved in various legal proceedings in the ordinary course of
business. The Clinic does not believe that the disposition of such legal
proceedings and disputes will have a material adverse effect on the financial
position and results of operations of the Clinic.

F-90

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Western Medical Management Corp., Inc.:

We have audited the accompanying balance sheets of Western Medical Management
Corp., Inc. (a Nevada corporation) as of December 31, 1994 and 1995, and the
related statements of operations, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Western Medical Management
Corp., Inc. as of December 31, 1994 and 1995, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1995, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Worth, Texas,
October 23, 1996

F-91

<PAGE>

WESTERN MEDICAL MANAGEMENT CORP., INC.

BALANCE SHEETS
<TABLE>
<CAPTION>

December 31, September 30,
1994 1995 1996
(Unaudited)
ASSETS
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents...................................... $ - $ - $ -
Accounts receivable, net of allowances of $443,241,
$833,942, and $834,648, respectively........................ 1,180,400 1,711,172 1,785,473
Inventory...................................................... 17,291 12,948 7,678
Prepaid expenses and other current assets...................... 100,383 40,389 65,849
------------- ------------- ------------
Total current assets........................................ 1,298,074 1,764,509 1,859,000

PROPERTY AND EQUIPMENT, net of
accumulated depreciation of $587,275, $561,847,
and $518,359, respectively..................................... 438,900 190,465 557,491

OTHER ASSETS...................................................... 56,536 28,110 20,786
------------- ------------- ------------
Total assets................................................ $ 1,793,510 $ 1,983,084 $ 2,437,277
============= ============= ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable............................................... $ 303,794 $ 708,188 $ 939,355
Due to affiliated physician group.............................. 6,495 6,093 513,811
Notes payable.................................................. 82,896 17,705 56,795
Notes payable to affiliates.................................... 76,127 52,871 142,324
Line of credit................................................. - 225,000 250,000
Accrued expenses and other current liabilities................. 290,559 358,451 328,208
Deferred income taxes.......................................... 56,136 - -
------------- ------------- ------------
Total current liabilities................................... 816,007 1,368,308 2,230,493

NOTES PAYABLE, net of current maturities.......................... 55,575 15,929 379,477
------------ ------------- -------------
Total liabilities........................................... 871,582 1,384,237 2,609,970

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Preferred stock, $1 par value, 25,000 shares authorized, 8,500 shares issued
and outstanding (liquidation
preference of $5 per share)................................. $ 8,500 $ 8,500 $ 8,500
Common stock, $1 par value, 50,000 shares authorized,
9,906 shares issued and outstanding......................... 9,906 9,906 9,906
Paid in capital................................................ 1,570,812 1,570,812 1,570,812
Retained income................................................ (667,290) (990,371) (1,761,911)
------------ ------------- -------------
Total stockholders' equity.................................. 921,928 598,847 (172,693)
------------ ------------- -------------
Total liabilities and stockholders' equity.................. $ 1,793,510 $ 1,983,084 $ 2,437,277
============ ============= =============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-92

<PAGE>

WESTERN MEDICAL MANAGEMENT CORP., INC.

STATEMENTS OF OPERATIONS

Nine Months
Year Ended December 31, Ended September 30,
------------------------------------------- -----------------------
1993 1994 1995 1995 1996
------------- -------------- ------------ ------------ --------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
PHYSICIAN GROUP REVENUE, NET.................... $ 8,556,385 $ 9,542,857 $ 11,270,376 $ 8,154,106 $ 9,025,721

LESS: COST OF AFFILIATED
PHYSICIAN SERVICES......................... 3,079,226 3,576,330 4,349,325 3,146,489 4,223,257
------------- ------------- ------------ ------------ -------------

NET REVENUE..................................... 5,477,159 5,966,527 6,921,051 5,007,617 4,802,464

COSTS AND EXPENSES:
Clinic salaries and benefits................. 2,551,410 3,048,528 3,695,429 2,595,416 3,083,586
Rent expense................................. 430,317 484,508 592,992 425,158 485,182
Clinic pharmaceuticals and supplies.......... 504,317 482,400 512,667 379,537 358,719
Other clinic costs........................... 1,844,422 1,802,206 2,302,281 1,720,309 1,451,902
Depreciation and amortization................ 173,880 152,904 169,180 100,909 68,338
Interest expense............................. 21,702 15,999 25,988 18,553 22,858
------------- ------------- ------------ ------------ -------------

Total costs and expenses................... 5,526,048 5,986,545 7,298,537 5,239,882 5,470,585
------------- ------------- ------------ ------------ -------------

LOSS BEFORE PROVISION FOR INCOME
TAXES........................................ (48,889) (20,018) (377,486) (232,265) (668,121)

PROVISION (BENEFIT) FOR INCOME TAXES............ 26,156 12,566 (54,405) (28,983) 103,419
------------- ------------- ------------ ------------ -------------

NET LOSS........................................ $ (75,045) $ (32,584) $ (323,081) $ (203,282) $ (771,540)
============= ============= ============ ============ =============

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-93

<PAGE>

WESTERN MEDICAL MANAGEMENT CORP., INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

Additional
Preferred Stock Common Stock Paid in Retained
Shares Amount Shares Amount Capital Earnings Total
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, January 1, 1993.......... 8,500 $ 8,500 9,906 $9,906 $ 1,570,812 $ (559,661) $1,029,557

Net loss....................... - - - - - (75,045) (75,045)
------ --------- -------- ------ ----------- ---------- ---------

BALANCE, December 31, 1993........ 8,500 8,500 9,906 9,906 1,570,812 (634,706) 954,512

Net loss....................... - - - - - (32,584) (32,584)
------ --------- -------- ------ ----------- ---------- ---------

BALANCE, December 31, 1994......... 8,500 8,500 9,906 9,906 1,570,812 (667,290) 921,928

Net loss....................... - - - - - (323,081) (323,081)
------ --------- -------- ------ ----------- ---------- ---------

BALANCE, December 31, 1995........ 8,500 8,500 9,906 9,906 1,570,812 (990,371) 598,847

Net loss (unaudited)........... - - - - - (771,540) (771,540)
------ --------- -------- ------ ----------- ---------- ---------

BALANCE, September 30,
1996 (unaudited).............. 8,500 $ 8,500 9,906 $9,906 $ 1,570,812 $(1,761,911) $(172,693)
======== ========= ========= ====== =========== ============ =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-94

<PAGE>

WESTERN MEDICAL MANAGEMENT CORP., INC.

STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

Nine Months Ended
Years Ended December 31, September 30,
------------------------------------------- --------------------
1993 1994 1995 1995 1996
------------- -------------- ------------ ------------ --------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss...................................$ (75,045) $ (32,584) $ (323,081) $ (203,282) $ (771,540)
Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities-
Depreciation and amortization.......... 173,880 152,904 169,180 100,909 68,338
(Gain) loss on sale of equipment....... 12,451 263 (53,370) (53,370) (229,248)
Changes in assets and liabilities-
Accounts receivable.................. (286,098) (33,952) (530,772) (161,852) (74,301)
Inventory............................ (5,389) 2,119 4,343 9,885 5,270
Prepaid expenses and other current
assets............................. 55,835 81,945 59,994 (40,109) (25,460)
Accounts payable..................... 258,823 44,971 404,394 64,665 231,167
Due to affiliated physician group.... (110,023) (11,122) (402) (6,495) 507,718
Accrued expenses and other current
liabilities........................ 195,579 (31,057) 67,892 115,393 (30,243)
Deferred income taxes................ (102,688) (82,812) (56,136) (56,136) -
------------- -------------- ------------ ------------ -----------

Net cash provided by (used in)
operating activities............ 117,325 90,675 (257,958) (230,392) (318,299)
------------- -------------- ------------ ------------ -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment......... (257,380) (61,730) (57,839) (56,793) (454,074)
Proceeds from sale of property and
equipment .................................. - 750 218,890 218,890 255,282
Increase in other assets.................... (14,467) - - - -
------------- -------------- ------------ ------------ -----------
Net cash (used in) provided by
investing activities............. (271,847) (60,980) 161,051 162,097 (198,792)
------------- -------------- ------------ ------------ -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit................ - - 250,000 250,000 180,000
Payments on line of credit.................. - - (25,000) (25,000) (155,000)
Proceeds from notes payable................. 30,526 23,000 - - 453,615
Payments on notes payable................... (83,491) (91,693) (82,895) (61,507) (38,553)
Proceeds from notes payable to affiliates... 75,000 113,998 75,920 - 163,505
Payments on notes payable to affiliates..... (11,053) (75,000) (121,118) (79,946) (86,476)
------------- -------------- ------------ ------------ -----------

Net cash provided by (used in)
financing activities............ 10,982 (29,695) 96,907 83,547 517,091
------------- -------------- ------------ ------------ -----------

NET INCREASE (DECREASE) IN CASH................ (143,540) - - 15,252 -

CASH AND CASH EQUIVALENTS beginning
of year..................................... 143,540 - - - -
------------- -------------- ------------ ------------ -----------

CASH AND CASH EQUIVALENTS, end of year......... $ - $ - $ - $ 15,252 $ -
============= ============== ============ ============ ===========

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid during the year-
Interest.................................. $ 18,809 $ 10,850 $ 22,929 $ - $ 19,561
Taxes..................................... $ 110,000 $ 120,886 $ 67,420 $ - $ -
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-95

<PAGE>

WESTERN MEDICAL MANAGEMENT CORP., INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1993, 1994 AND 1995

1. DESCRIPTION OF BUSINESS:

Western Medical Management Corp., Inc. ("WMM" or the "Company") a Nevada
corporation is engaged in operating and managing a physician group. The Company
operates the physician group under a long-term service agreement. The principal
stockholders of the Company are physicians who also own stock and are employees
of the physician group (the "Affiliated Physician Group"). The Company has
entered into a merger agreement with ProMedCo Management Company
("ProMedCo") which is to be consummated at the initial public offering ("IPO")
of ProMedCo's common stock. The business combination is expected to be accounted
for as a pooling-of-interests (see Note 10).

The accompanying financial statements have been prepared on a going concern
basis. At September 30, 1996, the Company had negative working capital. In
addition, the Company incurred net losses of $771,540 for the nine months ended
September 30 1996. As discussed in Note 10, the Company is currently negotiating
with ProMedCo to borrow up to $1.0 million for working capital purposes.

The accompanying financial statements do not include any adjustments relating to
the carrying amounts of assets or liabilities should the Company be unable to
operate as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

The financial statements have been prepared on the accrual basis of accounting.

Basis of Presentation - Interim Financial Statements

The interim financial statements and footnote disclosures have been prepared by
the Company, without audit, pursuant to the rules and regulations of Accounting
Principles Board ("APB") Opinion No. 28, "Interim Financial Reporting." Certain
information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to APB Opinion No. 28; nevertheless,
management of the Company believes that the disclosures herein are adequate to
prevent the information presented from being misleading. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the financial position of the Company with respect
to the results of its operations for the interim periods from January 1, 1995 to
September 30, 1995, and from January 1, 1996 to September 30, 1996, have been
included herein. The results of operations for the interim periods are not
necessarily indicative of the results for the full year.

F-96

<PAGE>

WESTERN MEDICAL MANAGEMENT CORP., INC.

NOTES TO FINANCIAL STATEMENTS -- CONT.

Net Revenue

Revenue for the physician group is reported at the estimated realizable amounts
from patients, third-party payors, and others for services rendered and reduced
by the cost of affiliated physician services. The cost of affiliated physician
services represents amounts paid to the physicians under a management service
agreement. Net revenue represents WMM's proportionate share of medical revenues
under the agreement. Revenue under certain third-party payor agreements is
subject to audit and retroactive adjustments. Provisions for estimated
third-party payor settlements and adjustments are estimated in the period the
related services are rendered and adjusted in future periods as final
settlements are determined. There are no material claims, disputes, or other
unsettled matters that exist to management's knowledge concerning third-party
reimbursements. In addition, management believes there are no retroactive
adjustments that would be material to the Company's financial statements. A
significant concentration of revenue exists as all revenue earned by the Company
is derived from the service agreement with the Affiliated Physician Group.

Cash and Cash Equivalents

Inventory

Inventories are stated at lower of cost or market and consist primarily of
pharmaceuticals and office supplies.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation.
Depreciation is computed on a straight-line method over the following useful
lives:

Years
Leasehold improvements Estimated life of lease
Furniture, fixtures, and equipment 5-7

Due to Affiliated Physician Group

Amounts included in Due to Affiliated Physician Group represent amounts payable
to the Affiliated Physician Group based on the service agreement.

F-97

<PAGE>

WESTERN MEDICAL MANAGEMENT CORP., INC.

NOTES TO FINANCIAL STATEMENTS -- CONT.

Use of Estimates

New Accounting Pronouncement

In October 1995, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123, "Accounting for Stock-Based Compensation," which requires entities to
measure compensation costs related to awards of stock-based compensation using
either the fair value method or the intrinsic value method. Under the fair value
method, compensation expense is measured at the grant date based on the fair
value of the award. Under the intrinsic value method, compensation expenses is
equal to the excess, if any, of the quoted market price of the stock at the
grant date over the amount the employee must pay to acquire the stock. Entities
electing to measure compensation costs using the intrinsic value method must
make pro forma disclosures for fiscal years beginning after January 1, 1996, of
net income and earnings per share as if the fair value method had been applied.
The Company has elected to account for stock-based compensation programs using
the intrinsic value method, which is consistent with existing accounting
policies, and, therefore, the standard will have no effect on the consolidated
financial statements.

3. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:
1994 1995
------------- ---------

Leasehold improvements................. $ 107,147 $ 107,147
Furniture, fixtures, and equipment..... 919,028 645,165
Less-Accumulated depreciation.......... (587,275) (561,847)
------------- -------------

Property and equipment, net............ $ 438,900 $ 190,465
= ======= = =======

F-98

<PAGE>

WESTERN MEDICAL MANAGEMENT CORP., INC.

NOTES TO FINANCIAL STATEMENTS -- CONT.

4. NOTES PAYABLE:

Notes payable consists of the following:
<TABLE>
<CAPTION>
1994 1995
------------ -------------
<S> <C> <C>
8% unsecured note payable, due in monthly
installments of $5,771, including interest,
through February 1996............................................... $ 76,895 $ 11,428

7% unsecured note payable, due in monthly installments of $780,
including interest, through February 1995; paid in full as of
December 31, 1995................................................... 1,547 --

8% unsecured note payable, due in monthly
installments of $1,177, including interest,
through February 1996............................................... 15,687 2,331

8% unsecured note payable to an affiliate, due in monthly installments
of $13,057, including interest, through May 1995; paid in full as
of December 31, 1995................................................ 63,999 --

Note payable to an affiliate, due in monthly
installments of $4,167 through December 1995,
renegotiated to pay remaining balance in 1996....................... 50,000 15,000

Note payable to an affiliate, due in monthly
installments of $498, through August 1999........................... -- 15,929

8% unsecured note payable to an affiliate, due
in monthly installments of $4,235, including
interest, through September 1996.................................... -- 37,871
------------- -------------

Total notes payable................................................. $ 214,598 $ 86,505

Less-current maturities............................................. (159,023) (70,576)
--------------- -------------

Notes payable, net.................................................. $ 55,575 $ 15,929
============= =============
</TABLE>

F-99

<PAGE>

WESTERN MEDICAL MANAGEMENT CORP., INC.

NOTES TO FINANCIAL STATEMENTS -- CONT.

The maturities of notes payable as of December 31, 1995, are as follows:

1996................................ $ 70,576
1997................................ 8,006
1998................................ 6,123
1999................................ 1,800
-------------

$ 86,505

During 1995, the Company obtained a $225,000 revolving line of credit with a
bank. This line of credit accrues interest at the prime rate and expires on
February 27, 1996. During 1996, the line of credit was increased to $300,000 and
extended to December 31, 1996.

5. LEASE COMMITMENTS:

The Company leases various equipment and office buildings under operating
leases; rent expense charged to operations totaled approximately $430,000,
$485,000, and $593,000 in 1993, 1994, and 1995, respectively and approximately
$425,000 and $485,000 during the nine months ended September 30, 1995 and 1996,
respectively.

The Company also leases various equipment under capital leases. Future minimum
lease payments under capital and operating leases as of September 30, 1996 are
as follows:

Capital Operating Total

1996 (remainder)........ $ 27,823 $ 157,307 $ 185,130
1997.................... 109,940 629,229 739,169
1998.................... 108,590 175,217 283,807
1999.................... 108,590 63,679 172,269
2000.................... 108,590 37,047 145,637
Thereafter.............. 74,447 16,436 90,883
------------- ------------- -------------
537,980 1,078,915 1,616,895
Less portion attributable to
interest................ (118,212) -- (118,212)
------------- ------------- -------------

Net obligations........ $ 419,768 $ 1,078,915 $ 1,498,683
============= ============= =============

F-100

<PAGE>

WESTERN MEDICAL MANAGEMENT CORP., INC.

NOTES TO FINANCIAL STATEMENTS -- CONT.

6. INCOME TAXES:

Deferred income taxes are attributable primarily to timing differences between
income tax reporting and financial reporting related to revenues and expenses.

The following table summarizes the composition of the deferred tax assets and
liabilities.

December 31,
1994 1995
Deferred tax assets-
Allowance for accounts receivable........ $ 150,702 $ 227,701
------------- -------------

Total deferred tax assets.............. 150,702 227,701

Deferred tax liabilities-
Section 481 adjustment................... (206,838) (103,419)
------------- -------------

Total deferred tax liabilities......... (206,838) (103,419)
------------- -------------

(56,136) 124,282

Valuation allowance.......................... - (124,282)
------------- -------------

Net deferred tax asset (liability)........... $ (56,136) $ -
============= =============

The following table summarizes the significant components of income tax expense
(benefit):

1993 1994 1995
--------- ---------- -------

Current tax provision (benefit) $ 128,845 $ 95,378 $ 1,731
Deferred tax provision (benefit (102,689) (82,812) (56,136)
----------- ----------- ------------

Provision (benefit) for income taxes $ 26,156 $ 12,566 $ (54,405)
=========== =========== ============

F-101

<PAGE>

WESTERN MEDICAL MANAGEMENT CORP., INC.

NOTES TO FINANCIAL STATEMENTS -- CONT.

A reconciliation of the statutory federal income tax rate to the Company's
effective income tax rate follows:

1993 1994 1995
--------- ---------- -------

Federal tax at statutory rate $ (16,622) $ (6,806) $ (128,345)

Increase in valuation allowance - - 124,282

Other 42,778 19,372 (50,342)
----------- ----------- ------------
$ 26,156 $ 12,566 $ (54,405)
=========== =========== ============

Effective January 1, 1993, the Company changed from a cash-basis taxpayer filing
status to an accrual- basis taxpayer. In accordance with Internal Revenue
Service guidelines, the additional taxable income is treated as a section 481
adjustment and is recognized ratably over four years. A deferred tax liability
has been recognized for the effect of this adjustment.

7. PROFIT SHARING PLAN:

The Company has a qualified profit sharing plan (the "Plan") that includes a
401(k) provision. The profit sharing component covers substantially all
full-time employees and provides for contributions in such amounts as the Board
of Directors may annually determine. The 401(k) component permits eligible
employees, at their discretion, to invest up to 10% of their salary in the Plan.
Under the Plan agreement, the Company's matching of the employees' contribution
is discretionary at a rate of $.25 for each $1 and employees may contribute up
to $500. Total expenses for the Plan for the years ended December 31, 1993,
1994, and 1995, aggregated approximately $234,299, $173,794, and $190,797,
respectively.

8. DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS:

9. STOCK OPTIONS:

In 1994, an employee was granted options to receive 5% of the stock of the
Company. The options will be fully vested upon consummation of the business
combination with ProMedCo (see Note 10) and were granted at net book value,
which approximated fair market value.

In 1995, an employee was granted options to purchase 1% of the stock of the
Company. The options will be fully vested upon consummation of the business
combination with ProMedCo (see Note 10), and were granted at net book value,
which approximated fair market value.

F-102

<PAGE>

WESTERN MEDICAL MANAGEMENT CORP., INC.

NOTES TO FINANCIAL STATEMENTS -- CONT.

In 1995, the Company also entered into an agreement with a consultant for
financial advisory services in which the consultant was awarded warrants to
purchase up to 10% of the fully diluted equity of the

F-103

<PAGE>

WESTERN MEDICAL MANAGEMENT CORP., INC.

NOTES TO FINANCIAL STATEMENTS -- CONT.

Company. The exercise price for the options will be determined based on the
average selling price of the first 10% of the equity shares sold by the company.
The exercise price will be equal to 70% of such average purchase price paid and
will expire in 2005.

10. SUBSEQUENT EVENT:

The Company has signed a letter of intent to merge with ProMedCo in a stock for
asset combination. The business combination is expected to be accounted for as a
pooling-of-interests. The combination is to be consummated upon the closing of
the IPO of ProMedCo's common stock.

In addition, the Company is currently negotiating with ProMedCo to borrow up to
$1.0 million for working capital purposes. As part of the agreement, the Company
would enter into a consulting agreement whereby ProMedCo would provide
management services to the Company. Concurrent with the funding of the loan, the
Company would also enter into a new service agreement with the Affiliated
Physician Group.

F-104

<PAGE>

NO DEALER, SALESPERSON, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF OR THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.

TABLE OF CONTENTS
Page
Prospectus Summary...............................
Risk Factors.....................................
Use of Proceeds..................................
Dividend Policy..................................
Dilution.........................................
Capitalization...................................
Pro Forma Consolidated Financial Information.....
Selected Financial Data..........................
Management's Discussion and Analysis
of Financial Condition and Results of
Operations....................................
Business.........................................
Management.......................................
Principal and Selling Stockholders...............
Description of Capital Stock.....................
Shares Eligible for Future Sale..................
Underwriting.....................................
Legal Matters....................................
Experts..........................................
Additional Information...........................
Index to Financial
Statements....................................

UNTIL , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE COMMON STOCK OFFERED HEREBY, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

[PROMEDCO LOGO]

PROMEDCO MANAGEMENT
COMPANY

COMMON STOCK

--------------------

P R O S P E C T U S
--------------------

PIPER JAFFRAY INC.

ROBERTSON, STEPHENS &
COMPANY

COWEN & COMPANY

, 1996

<PAGE>

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all expenses payable in connection with
the registration of the Common Stock that is the subject of this Registration
Statement, all of which shall be borne by the Company. All the amounts shown are
estimates except for the registration fee, the Nasdaq listing fee, and the NASD
filing fee.

To Be Paid By
Registrant

Securities and Exchange Commission registration fee............... $ 17,241
Nasdaq listing fee................................................ *
National Association of Securities Dealers filing fee............. 5,500
Printing and engraving expenses................................... *
Legal fees and expenses........................................... *
Accounting fees and expenses...................................... *
Blue sky filing fees.............................................. *
Miscellaneous..................................................... *
-----------

Total......................................................... $ *
===========

* To be supplied by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Certificate of Incorporation and By-laws provide for
indemnification of directors, officers, agents, and employees of the Company to
the fullest extent permitted by law. Under Delaware law, a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to an action (other than an action by or in the right of the corporation) by
reason of his service as a director or officer of the corporation, or his
service, at the corporation's request, as a director, officer, employee or agent
of another corporation or other enterprise, against expenses (including
attorneys' fees) that are actually and reasonably incurred by him ("Expenses"),
and judgments, fines and amounts paid in settlement that are actually and
reasonably incurred by him, in connection with the defense or settlement of such
action, provided that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful. Although Delaware law permits a corporation to
indemnify any person referred to above against Expenses in connection with the
defense or settlement of an action by or in the right of the corporation,
provided that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the corporation's best interests, if such person has
been judged liable to the corporation, indemnification is only permitted to the
extent that the Court of Chancery (or the court in which the action was brought)
determines that, despite the adjudication of liability, such person is entitled
to indemnity for such Expenses as the court deems proper. The determination as
to whether a person seeking indemnification has met the required standard of
conduct is to be made (1) by a majority vote of a quorum of disinterested
members of the board of directors, or (2) by independent legal counsel in a
written opinion, if such a quorum does not exist or

II-1

<PAGE>

if the disinterested directors so direct, or (3) by the stockholders. The
General Corporation Law of the State of Delaware also provides for mandatory
indemnification of any director, officer, employee or agent against Expenses to
the extent such person has been successful in any proceeding covered by the
statute. In addition, the General Corporation Law of the State of Delaware
provides the general authorization of advancement of a director's or officer's
litigation expenses in lieu of requiring the authorization of such advancement
by the board of directors in specific cases, and that indemnification and
advancement of expenses provided by the statute shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement or otherwise.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since its inception, the Registrant has sold or issued the following
unregistered securities:

(1) In July and August 1994, the Registrant issued an aggregate of
1,148,000 shares of Common Stock at a purchase price of $0.045 per share and
warrants to purchase an aggregate of 885,442 shares of Common Stock at an
exercise price of $1.25 per share to certain of its officers, directors,
employees, its counsel, and certain private investors.

(2) In October and November 1994 the Registrant issued an aggregate of
1,226,150 shares of Class B Common Stock at a purchase price of $0.50 and
warrants to purchase an aggregate of 966,456 shares of Class B Common Stock at
an exercise price of $1.25 per share to certain directors of the Registrant, its
counsel, and a private investor.

(3) In October 1994 the Registrant issued 690,000 shares of Common
Stock at a purchase price of $0.045 per share and warrants to purchase 543,556
shares of Common Stock at an exercise price of $1.25 per share to an individual
who is an officer and director of the Registrant.

(4) In November 1994 the Registrant issued 40,000 shares of Common
Stock at a purchase price of $0.50 per share to an officer of the Registrant.

(5) In January 1995 the Registrant issued an aggregate of 20,000 shares
of Common Stock at a purchase price of $0.50 per share to an officer of the
Registrant.

(6) On June 15, 1995 the Registrant issued warrants to purchase an
aggregate of 150,000 shares of Common Stock at an exercise price of $2.50 per
share at a purchase price of $2.50 per warrant to two directors of the
Registrant and a private investor.

(7) On June 30, 1995 the Registrant issued, in connection with the
acquisition of a physician group, an aggregate of 138,672 shares of redeemable
Common Stock to the physicians in the group.

(8) In August 1995 the Registrant issued, in connection with the
acquisition of a physician group, an aggregate of 26,624 shares of redeemable
Common Stock to the physicians in the group.

(9) In December 1995 the Registrant issued an aggregate of 500,000
shares of Redeemable Convertible Preferred Stock and warrants to purchase
200,000 shares of Redeemable Convertible Preferred Stock at an exercise price of
$6.00 per share for aggregate net consideration of $2,953,358 to private
investors.

II-2

<PAGE>

(10) In February 1996 the Registrant issued to a former employee 3,200
shares of Common Stock upon the exercise of options at an exercise price of
$0.50 per share.

(11) In February 1996 the Registrant issued 20,000 shares of Common
Stock upon the exercise of options at an exercise price of $6.00 per share by an
individual who is an officer and director of the Registrant.

(12) In March 1996 the Registrant issued, in connection with the
acquisition of two physician groups, $1,800,274 in convertible subordinated
notes to the physicians in the groups.

(13) In June 1996, in connection with the acquisition of two physician
groups, the Registrant issued 38,027 and 13,600 shares of Common Stock to the
physicians in the groups.

(14) On June 30, 1996, the Registrant issued to two directors of the
Registrant and a private investor 150,000 shares of Common Stock upon the
exercise of warrants at an exercise price of $2.50 per share.

(15) In August 1996, in connection with the acquisition of a physician
group, the Registrant issued 13,714 shares of Common Stock to the physicians in
the group.

(16) In September 1996, the Registrant issued 15,625 shares of Common
Stock upon the exercise of options at an exercise price of $6.00 per share by
the bank with which the Registrant has a line of credit.

(17) In September 1996, in connection with the acquisition of a
physician group, the Registrant issued 547,970 shares of Common Stock to the
physicians in the group.

The issuances of securities in the above transactions were deemed to be
exempt from registration under the Act in reliance on Section 4(2) thereof as
transactions not involving a public offering.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) The following is a list of exhibits furnished:

1* Form of Purchase Agreement

2#+ Asset Purchase Agreement dated as of January 19, 1996 by and among
ProMedCo, Inc., ProMedCo Of Abilene, Inc. and Abilene Diagnostic Clinic,
P.L.L.C.

2(a)+First Amendment to Asset Purchase Agreement dated as of January 19, 1996
by and among ProMedCo, Inc., ProMedCo of Abilene, Inc., and Abilene
Diagnostic Clinic, P.L.L.C.

2.1+ Plan and Agreement for Reorganization dated as of September 13, 1996 by and
between ProMedCo, Inc., ProMedCo of Temple, Inc., and King's Daughters
Clinics, P.A.

3.1* Restated Certificate of Incorporation of ProMedCo Management Company.

II-3

<PAGE>

3.2* By-laws of ProMedCo Management Company.

4* Rights Agreement

5* Opinion of Counsel

10.1#+ Interim Service Agreement dated as of January 19, 1996 by and between
ProMedCo of Abilene, Inc. and Abilene Diagnostic Clinic, P.L.L.C.

10.1(a)+ First Amendment to Service Agreement and Interim Service Agreement
dated as of January 19, 1996 by and between ProMedCo of Abilene, Inc. and
Abilene Diagnostic Clinic, P.L.L.C.

10.2#+ Service Agreement dated as of January 19, 1996 by and between ProMedCo of
Abilene, Inc. and Abilene Diagnostic Clinic, P.L.L.C.

10.3#+ Service Agreement dated as of March 12, 1996 by and between ProMedCo,
Inc. of Cullman, Inc. and Cullman Primary Care, P.C.

10.4#+ Service Agreement dated as of April 1, 1996 by and between ProMedCo of
Mayfield, Inc. and Morgan-Haugh, P.S.C.

10.5#+ Amended and Restated Service Agreement dated as of June 24, 1996 by and
between ProMedCo of Lake Worth, Inc. and Tarrant Family Practice, P.A.

10.6#+ Service Agreement dated as of June 30, 1995 by and between ProMedCo of
Denton, Inc. and North Texas Medical Surgical Clinic, P.A.

10.7#+ Credit Agreement dated as of June 12, 1996 among ProMedCo, Inc., the
Lenders referred to therein, and Nationscredit Commercial Corporation, as
Agent

10.8* Director Stock Option Plan

10.9* Employee Stock Option Plan

10.10* Employee Stock Purchase Plan

10.11* Physician Stock Option Plan

10.12+Employment Agreement with H. Wayne Posey

10.13+Employment Agreement with Richard R. D'Antoni

10.14+Employment Agreement with Dale K. Edwards

10.15+Employment Agreement with R. Alan Gleghorn

II-4

<PAGE>

10.16+Employment Agreement with Rick E. Weymier

10.17+Employment Agreement with Deborah A. Johnson

10.18# Service Agreement dated as of September 1, 1996 by and between ProMedCo
of Temple, Inc. and Physicians of King's Daughters, P.A.

11 Computation of Net Income Per Share

22* List of Subsidiaries

23.1 Consent of Independent Accountants

23.2* Consent of Counsel (included as part of Exhibit 5)

24+ Powers of Attorney

27+ Financial Data Schedule

* To be filed by amendment
+ Previously Filed
# Confidential Treatment Requested

(b) The following is a list of financial statement schedules furnished:

Schedule II Valuation and qualifying accounts for the period from inception
(July 1, 1994) to December 31, 1994, the year ended December 31,
1995, the six months ended June 30, 1996, and the nine months
ended September 30, 1996.

Schedules not listed above have been omitted because they are not
applicable or because required information is included in the financial
statements or notes thereto.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To provide to the Underwriters at the closing specified in the
Purchase Agreement certificates in such denominations and registered in such
names as required by the Underwriters to permit prompt delivery to each
purchaser.

(2) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director,

II-5

<PAGE>

officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(3) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the registration
statement as of the time it was declared effective.

(4) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-6

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth
and State of Texas on the 17th day of December, 1996.

PROMEDCO MANAGEMENT COMPANY

By: *
H. Wayne Posey
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE

*
H. Wayne Posey President, Chief Executive December 17, 1996
Officer, and Director
(Principal Executive, Financial
and Accounting Officer)

*
Richard E. Ragsdale Chairman December 17, 1996

*
E. Thomas Chaney Director December 17, 1996

*
David T. Bailey, M.D. Director December 17, 1996

Richard R. D'Antoni Director December 17, 1996

*
James F. Herd, M.D. Director December 17, 1996

*
Jack W. McCaslin Director December 17, 1996

By: /s/ MICHAEL JOSEPH
Michael Joseph
Attorney-in-Fact

II-7

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Professional Medical Management Company:

We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements of Professional Medical Management Company, a
Delaware corporation, and subsidiaries included in this registration statement
and have issued our report thereon dated August 20, 1996. Our audit was made for
the purpose of forming an opinion on the basic financial statements taken as a
whole. Schedule II, Valuation and Qualifying Accounts, is the responsibility of
the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Fort Worth, Texas
August 20, 1996

S-1

<PAGE>

SCHEDULE II

PROFESSIONAL MEDICAL MANAGEMENT COMPANY AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

FOR THE PERIOD FROM INCEPTION (JULY 1, 1994) TO
DECEMBER 31, 1994, THE YEAR ENDED DECEMBER 31, 1995

Additions Additions
Balance at Charged to Charged to Balance at
Beginning Income/ Other End of
of Period Expense Accounts Write-Offs Period
<S> <C> <C> <C> <C> <C>
December 31, 1994:
Accounts receivable allowances.................... $ - $ - $ - $ - $ -
=========== =========== =========== =========== ===========

December 31, 1995:
Accounts receivable allowances.................... $ - $ 156,235 $ 48,756(a) $ (69,657) $ 135,334
=========== =========== =========== =========== ===========

<FN>

(a) Allowances against accounts receivable acquired in acquisitions and
established in purchase accounting.

</FN>
</TABLE>

S-2

EXHIBIT INDEX

No. Description
1* Form of Purchase Agreement