AMERICAN MEDICAL PROVIDERS INC, S-1, 1997-11-04

AMERICAN MEDICAL PROVIDERS INC
S-1, 1997-11-04

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1997
REGISTRATION NO. 333-
================================================================================

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

FORM S-1

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

AMERICAN MEDICAL PROVIDERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 8021 76-0530185
(STATE OR OTHER (PRIMARY STANDARD
JURISDICTION OF INDUSTRIAL
INCORPORATION OR CLASSIFICATION CODE (I.R.S. EMPLOYER
ORGANIZATION) NUMBER) IDENTIFICATION NUMBER)

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

JACK N. MCCRARY
AMERICAN MEDICAL PROVIDERS, INC. AMERICAN MEDICAL PROVIDERS, INC.
3555 TIMMONS LANE, SUITE 1550 3555 TIMMONS LANE, SUITE 1550
HOUSTON, TEXAS 77027 HOUSTON, TEXAS 77027
(713) 621-5500 (713) 621-5500
(ADDRESS, INCLUDING ZIP CODE, AND (NAME AND ADDRESS, INCLUDING ZIP
TELEPHONE NUMBER, CODE, AND TELEPHONE
INCLUDING AREA CODE, OF REGISTRANT'S NUMBER, INCLUDING AREA CODE, OF AGENT
PRINCIPAL EXECUTIVE OFFICES) FOR SERVICE)

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

COPIES TO:
MICHAEL L. BOYKINS IVAN WOOD STEVE ARMSTRONG
BERNARD L. KRAMER BAKER & HOSTETLER LLP BAKER & HOSTETLER LLP
MCDERMOTT, WILL & EMERY 1000 LOUISIANA, SUITE 303 EAST 17TH AVENUE,
227 WEST MONROE STREET, 2000 SUITE 1100
SUITE 3100 HOUSTON, TEXAS 77002 DENVER, COLORADO 80203
CHICAGO, ILLINOIS (713) 751-1600 (303) 861-0600
60606-5096
(312) 372-2000

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

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, 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. [ ]
------------------------

CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROPOSED
MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
- -------------------------------------------------------------------------------
Class A Common Stock................. $30,000,000 $9,091
- -------------------------------------------------------------------------------
Total................................ $30,000,000 $9,091
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH 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>
CROSS-REFERENCE SHEET PURSUANT TO ITEM 501(B) OF REGULATION S-K

FORM S-1 ITEM
NUMBER AND CAPTION LOCATION IN PROSPECTUS
- ------------------------------------- -----------------------------------------
1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus.............. Outside Front Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus....... Inside and Outside Back Cover Pages
3. Summary Information, Risk
Factors and Ratio of Earnings to
Fixed Charges................... Prospectus Summary; Risk Factors
4. Use of Proceeds................. Use of Proceeds
5. Determination of Offering
Price........................... Underwriting
6. Dilution........................ Dilution
7. Selling Security Holders........ *
8. Plan of Distribution............ Underwriting
9. Description of Securities to be
Registered...................... Description of Capital Stock
10. Interests of Named Experts and
Counsel......................... Legal Matters
11. Information with Respect to the
Registrant...................... Outside and Inside Front Cover Pages;
Prospectus Summary; Risk Factors; Use of
Proceeds; Capitalization; Selected
Financial Data; Management's Discussion
and Analysis of Financial Condition and
Results of Operations; Business;
Management; Certain Transactions;
Principal Stockholders; Description of
Capital Stock; Financial Statements
12. Disclosure of Commission
Position on Indemnification for
Securities Act Liabilities..... *

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

* Answer is negative or item is not applicable.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. The securities offered hereby may not be
sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of the
securities offered hereby in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state.

SUBJECT TO COMPLETION, DATED NOVEMBER 4, 1997

AMERICAN MEDICAL PROVIDERS, INC.

CLASS A COMMON STOCK

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

All of the shares of class A common stock, par value $.001 per share,
offered hereby are being sold by American Medical Providers, Inc. (the
"Company" or "AMP"). Prior to the offering made hereby (the "Offering"),
there has been no public market for the class A common stock. The Company has
authorized two classes of common stock: the class A common stock (the "Common
Stock") and class B common stock, par value $.001 per share (the "Class B
Common Stock"). Each holder of Common Stock is entitled to one vote per share
and each holder of Class B Common Stock is entitled to of a vote per
share on all matters submitted to a vote of stockholders. The Company's Board of
Directors consists of seven directors. Holders of Common Stock are entitled to
elect as a class six members of the Board of Directors and the holders of the
Class B Common Stock are entitled to elect as a class the remaining member of
the Board of Directors. Except in the election of the Board of Directors and as
required by law, holders of the Common Stock and the Class B Common Stock vote
together as a single class. Each share of Common Stock and Class B Common Stock
will share ratably in any dividends, or other distributions, including upon the
liquidation, dissolution or winding up of the Company. See "Description of
Capital Stock." 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. The Company has applied to have the shares of Common
Stock approved for quotation on the Nasdaq Stock Market under the symbol
"AMPZ".

The Company will file a shelf registration statement with the Securities
and Exchange Commission relating to the separate offering of up to
shares of Common Stock to be used in connection with future affiliations with
Affiliated Practices (as defined herein) and providers of ancillary services and
facilities and resales of the shares issued thereunder by the recipients of such
shares.

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN
MATTERS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- ----------------------------------------------------------------------------------------------------
<S> <C>
Per Share............................... $ $ $
- ----------------------------------------------------------------------------------------------------
Total(3)................................ $ $ $
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."

(2) Before deducting estimated expenses of $ payable by the
Company.

(3) The Company has granted the Underwriters a 45-day option to purchase up to
additional shares of Common Stock on the same terms and
conditions as set forth above solely to cover over-allotments, if any. If
such option is exercised in full, the total Price to Public, Underwriting
Discount and Proceeds to Company will be $ , $ , and
$ , respectively. See "Underwriting."
------------------------

The Common Stock is offered by the several Underwriters, subject to prior
sale, when, as and if issued to and accepted by them and subject to certain
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer or to reject any orders in whole or in part without notice. It is
expected that delivery of the shares of Common Stock will be made on or about
, 1997.

A.G. EDWARDS & SONS, INC.

The date of this Prospectus is , 1997
<PAGE>
45 AFFILIATED PRACTICES SERVING 57 CITIES THROUGH 95 OFFICES

[MAP OF LOCATIONS OF AFFILIATED PRACTICES' OFFICES]

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MADE HEREBY MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
COMMON STOCK, INCLUDING OVER-ALLOTMENT, OTHER STABILIZING AND SHORT-COVERING
TRANSACTIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."

2
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND THE FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE
IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, ALL INFORMATION IN THIS
PROSPECTUS (I) ASSUMES NO EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT OPTION,
(II) ASSUMES THE MID-POINT OF THE INITIAL PUBLIC OFFERING PRICE RANGE, (III)
ASSUMES NO EXERCISE OF ANY OUTSTANDING OPTIONS TO PURCHASE COMMON STOCK, (IV)
ASSUMES THAT THE TRANSFERS (THE "TRANSFERS") TO THE COMPANY OF THE OPERATING
ASSETS AND RECEIVABLES OR STOCK OF 45 SEPARATE PODIATRIC PRACTICES (THESE
INITIAL PRACTICES AND ANY ADDITIONAL PRACTICES TRANSFERRED ARE COLLECTIVELY
REFERRED TO AS THE "AFFILIATED PRACTICES") IN EXCHANGE FOR SHARES OF THE
COMPANY'S COMMON STOCK, CASH AND/OR THE ASSUMPTION OF CERTAIN INDEBTEDNESS HAS
OCCURRED, (V) ASSUMES THAT THE ANESTHECARE TRANSFER (AS DEFINED BELOW) HAS
OCCURRED AND (VI) GIVES EFFECT TO CONVERSION OF AMP'S EXISTING COMMON STOCK,
WITHOUT CLASS, INTO CLASS B COMMON STOCK (THE "SHARE CONVERSION") AND A STOCK
SPLIT OF THE OUTSTANDING SHARES OF CLASS B COMMON STOCK EFFECTED IN CONNECTION
WITH THE OFFERING (THE "STOCK SPLIT"). THIS PROSPECTUS CONTAINS SUMMARIES WITH
RESPECT TO SELECTED TERMS OF CERTAIN DOCUMENTS. PROSPECTIVE INVESTORS SHOULD
REFER TO THE ACTUAL DOCUMENTS SUMMARIZED THAT ARE EXHIBITS TO THE COMPANY'S
REGISTRATION STATEMENT FOR COMPLETE INFORMATION CONCERNING THE DOCUMENTS. ALL
SUMMARIES HEREIN ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE COMPLETE
DOCUMENTS.

THE COMPANY

AMP was founded in August 1996 to provide practice management services and
comprehensive foot care delivery systems to podiatric practices throughout the
United States. AMP will generate revenue by providing to the Affiliated
Practices professional management, marketing, expertise, equipment and
facilities often unavailable to podiatrists with small practices. The initial 45
Affiliated Practices consist of 64 doctors of podiatric medicine ("DPMs")
operating 95 offices located in 7 states serving 57 cities. The Company intends
to grow rapidly by affiliating with additional podiatric practices and by making
available to the Affiliated Practices services that are ancillary and directly
related to the Affiliated Practices' existing podiatric care.

The Company has entered into definitive agreements to transfer cash and
Common Stock and assume certain liabilities in exchange for stock or certain
operating assets and receivables of the Affiliated Practices simultaneous with
and as a condition to the closing of the Offering. The DPMs will join regional
group practices organized by geographic location (the "Regional Group
Practices") and will enter into physician engagement agreements with the
Regional Group Practices. AMP will enter into a long-term management agreement
with each Regional Group Practice under which AMP will receive fees for its
services. The Company will own the operating assets and receivables of the
Affiliated Practices, hire the non-physician employees, and otherwise assume the
management of each practice. The initial Affiliated Practices were selected
based upon their location, size, historical profitability and growth and
reputation for high quality care. Management believes that the initial
Affiliated Practices are leading podiatric practices in their respective markets
and that, following the Transactions, AMP will be the largest provider of
comprehensive podiatric practice management services in the United States.

A key element of the Company's strategy is to provide ancillary services
and facilities to the Affiliated Practices. These ancillary services and
facilities are expected to include, among other things, ambulatory surgical
centers, anesthesiology, pathology, radiology, MRIs, EKGs, laboratory work,
pharmacy, physical history and exams, physical therapy, orthotics, pain
management, home care, diabetic wound care, specialty shoes and other retail
products. The Company intends to make available some or all of these ancillary
services on a regional basis. The Affiliated Practices in each region will
primarily or exclusively use AMP's ancillary services, enabling the Company to
control the cost, quality and other important aspects of these services.
Pursuant to this strategy, AMP has entered into a definitive agreement to
purchase certain assets (including the name "AnestheCare, Inc.") of Pyramid
Anesthesiology Group, Inc. (the "AnestheCare Transfer", and together with the
Transfers, the "Transactions"), an anesthesiology management services
organization currently servicing 15 locations in metropolitan Atlanta, Georgia
("AnestheCare").

3
<PAGE>
Podiatry is the practice of medicine whereby DPMs provide preventative,
diagnostic, surgical and other foot care to patients. Podiatric care ranges from
relatively simple procedures, such as treating foot infections, to complex
surgeries, such as reconstructing the bones in a foot. Today, there are
approximately 10,700 active DPMs throughout the United States handling
approximately 55 million patient visits per year. According to the American
Podiatric Medical Association, billing receipts of all DPMs in the United States
increased to approximately $2.3 billion in 1995 from approximately $1.3 billion
in 1987, a compound annual growth rate of 7.7%.

AMP's objective is to be the nation's leading provider of management
services and comprehensive foot care delivery systems to podiatric practices. To
achieve its objective, AMP will employ the following operating strategies: (i)
enhance quality of DPM patient care, (ii) achieve operational efficiencies,
(iii) develop Regional Group Practice structure, (iv) provide effective
marketing, and (v) implement comprehensive foot care delivery systems. AMP
intends to grow rapidly by: (i) growing Affiliated Practices, (ii) developing
ancillary provider networks, and (iii) affiliating with new practices.

THE TRANSACTIONS

The 45 Transfers of the initial Affiliated Practices will be accounted for
by the Company under SEC Staff Accounting Bulletin No. 48, "Transfers of
Non-Monetary Assets by Promoters or Shareholders" ("SAB 48"), so that the
non-monetary assets of these initial Affiliated Practices will be received by
the Company at the transferor's historical cost basis for accounting purposes.
The AnestheCare Transfer will not be accounted for under SAB 48. Instead, it and
all future individual practice affiliations will be accounted for as purchases
at fair market value resulting in subsequent annual noncash amortization charges
for intangible assets in the Company's statements of operations. The aggregate
consideration to be paid by the Company to the initial Affiliated Practices is
approximately $32.9 million, consisting of $22.2 million payable in shares of
Common Stock at the initial public offering price, approximately $10.0 million
in cash, and $656,000 of assumed indebtedness, all of which is due or will be
assumed at the closing of the Transfers. The consideration to be paid by the
Company to AnestheCare is approximately $6.0 million in cash and $500,000
payable in shares of Common Stock at the initial public offering price. Proceeds
from the Offering will be used to pay the cash portion of the consideration.

The Company's principal executive offices are at 3555 Timmons Lane, Suite
1550, Houston, Texas 77027, and its telephone number is (713) 621-5500.

4
<PAGE>
THE OFFERING
<TABLE>
<CAPTION>
<S> <C>
Common Stock offered by the Company..... shares

Common Stock to be outstanding after the
Offering.............................. shares(1)

Class B Common Stock to be outstanding
after the Offering.................... shares

Voting rights........................... Holders of Common Stock of the Company are entitled to
one vote per share and the holders of Class B Common
Stock of the Company are entitled to of a vote per
share. The Company's Board of Directors consists of
seven directors. Holders of Common Stock are entitled to
elect as a class six members of the Board of Directors
and the holders of the Class B Common Stock are entitled
to elect as a class the remaining member of the Board of
Directors. The Common Stock and Class B Common Stock
possess ordinary voting rights and vote together as a
single class in respect of all other corporate matters.
See "Description of Capital Stock."

Conversion of the Class B Common
Stock................................. Each share of Class B Common Stock will automatically
convert to Common Stock on a share-for-share basis (i)
in the event of a disposition of such share of Class B
Common Stock by the holder thereof (excluding
dispositions to such holder's affiliates), (ii) in the
event any person not affiliated with the Company
acquires beneficial ownership of 15% or more of the
outstanding shares of capital stock of the Company,
(iii) in the event any person not affiliated with the
Company offers to acquire 15% or more of the outstanding
shares of capital stock of the Company, (iv) in the
event the holder of such shares elects to so convert at
any time after the second anniversary of the date of
this Prospectus, (v) on the fifth anniversary of the
date of this Prospectus, or (vi) in the event the
holders of a majority of the outstanding shares of
Common Stock approve such conversion. In addition, the
Company may elect to convert any outstanding shares of
Class B Common Stock into shares of Common Stock in the
event 80% or more of the outstanding shares of Class B
Common Stock as of the date of this Prospectus have
previously been converted into shares of Common Stock.

5
<PAGE>
Use of proceeds......................... To fund the cash portion of the consideration to be paid
in the Transactions; to repay certain indebtedness and
deferred expenses of the Company; to complete the
purchase of the Company's management information system;
and for general corporate purposes, which are expected
to include (among other things) future transfers of DPM
practices and certain development costs of ancillary
services. See "Use of Proceeds."

Proposed Nasdaq National Market
symbol................................ "AMPZ"
</TABLE>
- ------------
(1) Excludes shares of Common Stock issuable upon exercise of
outstanding options to purchase Common Stock, at the initial public offering
price, and shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.

FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS CONTAINED IN THIS PROSPECTUS, INCLUDING STATEMENTS
CONTAINING THE WORDS "BELIEVES," "ANTICIPATES," "INTENDS," "EXPECTS" AND
WORDS OF SIMILAR IMPORT, CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF THE U.S. SECURITIES EXCHANGE REFORM ACT. THESE FORWARD-LOOKING
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT
MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY OR ITS
INDUSTRY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS.

THESE RISK FACTORS INCLUDE, AMONG OTHERS, THE LIMITED COMPANY AND COMBINED
OPERATING HISTORY, DEPENDENCE ON CERTAIN OPERATIVE AGREEMENTS, DEPENDENCE ON
REGIONAL GROUP PRACTICES, DEPENDENCE ON IMPLEMENTATION AND INTEGRATION OF
INFORMATION SYSTEMS, DEPENDENCE UPON KEY PERSONNEL, DEPENDENCE ON IMPLEMENTATION
OF GROWTH STRATEGY, MOVEMENT TOWARD MANAGED CARE, CHANGES IN PAYMENT FOR MEDICAL
SERVICES, POTENTIAL ADVERSE CONSEQUENCES OF GOVERNMENT REGULATION, FUTURE HEALTH
CARE REFORM, COMPETITION, NEED FOR ADDITIONAL FUNDS, LIABILITY AND INSURANCE
RISKS ASSOCIATED WITH PODIATRIC PRACTICES, NO PRIOR PUBLIC MARKET FOR THE COMMON
STOCK, THE NUMBER OF SHARES ELIGIBLE FOR FUTURE SALE, SUBSTANTIAL PROCEEDS OF
THE OFFERING PAYABLE TO AFFILIATED PRACTICES AND AFFILIATES, CONTROL BY EXISTING
MANAGEMENT AND STOCKHOLDERS, CERTAIN ANTI-TAKEOVER PROVISIONS IN THE COMPANY'S
ARTICLES AND BYLAWS, IMMEDIATE AND SUBSTANTIAL DILUTION TO INVESTORS IN THE
COMMON STOCK, NO INTENT TO PAY DIVIDENDS, AND OTHER FACTORS REFERENCED IN THIS
PROSPECTUS. CERTAIN OF THESE FACTORS ARE DISCUSSED IN MORE DETAIL ELSEWHERE IN
THIS PROSPECTUS, INCLUDING UNDER THE CAPTIONS "PROSPECTUS SUMMARY" AND "RISK
FACTORS". GIVEN THESE UNCERTAINTIES, POTENTIAL INVESTORS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. THE COMPANY DISCLAIMS
ANY OBLIGATION TO UPDATE ANY OF THESE FACTORS OR TO PUBLICLY ANNOUNCE THE RESULT
OF ANY REVISIONS TO ANY OF THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO
REFLECT FUTURE EVENTS OR DEVELOPMENTS.

6
<PAGE>
SUMMARY FINANCIAL DATA

THE FOLLOWING INFORMATION IS DERIVED FROM THE FINANCIAL STATEMENTS OF THE
COMPANY INCLUDED ELSEWHERE IN THIS PROSPECTUS. EXCEPT AS INDICATED, THIS
INFORMATION DOES NOT REFLECT THE EFFECTS OF THE TRANSACTIONS OR THE OFFERING.
FOR CERTAIN INFORMATION CONCERNING THE TRANSACTIONS, SEE NOTE 4 OF NOTES TO
FINANCIAL STATEMENTS OF THE COMPANY AND UNAUDITED PRO FORMA COMBINED BALANCE
SHEET AND THE NOTES THERETO.

FOR THE SIX
PERIOD FROM MONTHS ENDED
AUGUST 9, 1996 TO JUNE 30,
DECEMBER 31, 1996 1997
----------------- ------------
(UNAUDITED)
STATEMENT OF OPERATIONS DATA(1):
Revenues................................ $ -- $ --
Expenses................................ 514,141 799,443
----------------- ------------
Net loss................................ $ (514,141) $ (799,443)
================= ============

JUNE 30, 1997
----------------------------
AS
HISTORICAL ADJUSTED(2)
-------------- ------------
(UNAUDITED)
BALANCE SHEET DATA:
Cash and cash equivalents............... $ -- $
Working capital deficit(3).............. (1,448,801)
Total assets(4)......................... 794,200
Long-term debt.......................... --
Stockholders' deficit................... (1,313,384)
- ------------
(1) The Company has conducted no significant on-going, non-developmental
business operations to date and will not conduct significant business
operations until the affiliation of the Company with the initial Affiliated
Practices and the Offering are completed. Pursuant to a reimbursement
agreement (the "Reimbursement Agreement") dated November , 1997 between
the Company and Ankle & Foot Centers of America, LLC ("AFC"), the Company
will reimburse the affiliation-related expenses incurred by AFC since May
1996, including AFC's payroll, travel and entertainment, office equipment
and audit expenses. AFC currently holds shares of Class B Common
Stock which management plans to distribute to AFC members upon consummation
of the Offering.

(2) As adjusted gives effect to the Transactions, the sale of million shares
of Common Stock offered by the Company, and the application of the estimated
net proceeds therefrom. See "Use of Proceeds."

(3) The historical balance includes $1.5 millon due to AFC which will be repaid
upon consummation of the Offering.

(4) The Company will record the non-monetary assets transferred to the Company
in connection with the Transfers at the historical cost basis of the
transferors.

<PAGE>
RISK FACTORS

AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK. A PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER ALL OF THE
INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE DECIDING WHETHER TO PURCHASE THE
COMMON STOCK OFFERED HEREBY AND, IN PARTICULAR, THE FOLLOWING FACTORS:

LIMITED COMPANY AND COMBINED OPERATING HISTORY. The Company was
incorporated in August 1996 and has no history of operations or earnings.
Certain members of the Company's management group have been assembled recently.
As a result of the Transfers, certain members of AMP expect to be responsible
for the management of all non-medical aspects of the operations and all
non-physician employees of the initial Affiliated Practices. There can be no
assurance that such persons will be able to effectively manage the initial
Affiliated Practices or oversee the implementation of the Company's operating,
growth and business strategies. Further, there can be no assurance that
management will be able to operate the Company successfully, manage the initial
Affiliated Practices' operations, achieve any cost savings as a result of the
Transactions or institute the necessary systems and procedures to manage the
Company on a profitable basis. The inability of the Company to successfully
integrate or operate the Affiliated Practices could have a material adverse
effect on the Company's business, financial condition and results of operations
and make it unlikely that the Company's affiliations with the Affiliated
Practices will be successful.

Prior to the Offering, the initial Affiliated Practices were not under
common control or management and have operated as separate, independent
entities. As a result, the financial results of the respective initial
Affiliated Practices prior to the Offering will not necessarily be similar to
the results of the initial Affiliated Practices after the Offering. The Company
may experience delays, complications and expenses in implementing, integrating
and operating such initial Affiliated Practices, any of which could have a
material adverse effect on the Company's business, financial condition and
results of operations.

DEPENDENCE ON OPERATIVE AGREEMENTS. To effect AMP's affiliation with the
Affiliated Practices, the following agreements have been entered into or will be
entered into (collectively, the "Operative Agreements"): (i) Business Purchase
Agreements by and between the Affiliated Practices and the Company; (ii)
Management Agreements by and between the Regional Group Practices and the
Company; (iii) Physician Engagement Agreements by and between the Regional Group
Practices and each owner of an Affiliated Practice; and (iv) employment
agreements between the Regional Group Practices and each non-owner DPM. The
consummation of the affiliations with the Affiliated Practices and the
subsequent viability of the Company are dependent on the initial and continuing
enforceability of the Operative Agreements. While the Company has attempted to
structure the Operative Agreements in accordance with applicable law, there can
be no assurance that the enforceability of certain non-compete and other
provisions contained in the Operative Agreements will not be successfully
challenged. Further, because each of the Physician Engagement Agreements is
between a Regional Group Practice and each owner of the Affiliated Practices,
there can be no assurance that the parties thereto will not terminate or amend
the terms and conditions of such agreements. See "Business -- Purchase
Agreements," " -- Management Agreements" and " -- Physician Engagement
Agreements."

DEPENDENCE ON REGIONAL GROUP PRACTICES. The Company's operations will be
entirely dependent upon its continued ability to negotiate and enter into
management services agreements (the "Management Agreements") with Regional
Group Practices and upon the success of such practices. The Company expects to
receive fees for services provided to Regional Group Practices under the
Management Agreements, but will not employ podiatrists or control or own the
medical practice of Regional Group Practices. The Management Agreements have
40-year terms but are subject to prior termination by the Regional Group
Practice or the Company for, among other things, a default in the performance of
a material duty or obligation. There can be no assurance that the initial
Regional Group Practices will maintain successful practices, that Management
Agreements will not be terminated or that any of the key DPMs in a particular
Regional Group Practice will continue affiliation with any Regional Group
Practice. Any termination of such Management Agreements or affiliation could
have a material adverse effect on the Company's business, financial condition
and results of operations.

8
<PAGE>
Some of the initial Regional Group Practices will derive, and any
additional Regional Group Practices may derive, a significant portion of their
revenue from a limited number of DPMs. Particularly, because none of the DPMs in
the initial Regional Group Practices will have previously entered into
management arrangements similar to those embodied in the Company's Management
Agreements, there can be no assurance that the Company or the Regional Group
Practices will maintain cooperative relationships with these key DPMs. In
addition, there can be no assurance that key members of a Regional Group
Practice will not retire, become disabled or otherwise become unable or
unwilling to continue practicing their profession with a Regional Group
Practice. The loss by a Regional Group Practice of one or more key members would
have a material adverse effect on the revenue of such Regional Group Practice
and, thus, on the Company. The material loss of revenue by any Regional Group
Practice could have a material adverse effect on AMP.

Rates paid by private third party payors, including those that provide
Medicare supplemental insurance, are based on established health care provider
and hospital charges and are generally higher than Medicare payment rates. A
change in the patient mix of any Regional Group Practice that results in a
decrease in patients covered by private insurance could have a material adverse
effect on the Regional Group Practice and, as a result, on the Company.

DEPENDENCE ON IMPLEMENTATION AND INTEGRATION OF INFORMATION SYSTEMS. The
Company's success is dependent upon its ability to implement its new management
information systems and to integrate these systems into the initial Regional
Group Practices' and the Affiliated Practices' existing operational, financial
and clinical information systems. In addition to their integral role in helping
the Regional Group Practices realize operating efficiencies, these systems are
critical to negotiating, pricing and managing managed care contracts. The
Company will need to continue to invest in and administer sophisticated
management information systems to support these activities. AMP may experience
unanticipated delays, complications and expenses in implementing, integrating
and operating these systems. Furthermore, these systems may require
modifications, improvements or replacements as the Company expands or if new
technologies become available. These modifications, improvements or replacements
may require substantial expenditures and may require interruptions in operations
during periods of implementation. The failure to successfully implement and
maintain operational, financial and clinical information systems would have a
material adverse effect on the Company's business, financial condition and
results of operations.

DEPENDENCE UPON KEY PERSONNEL. The Company is highly dependent upon its
three executive officers, Jack McCrary, Wayne Bertsch, and Randy Johnson, and
other key personnel, for the management of the Company, the Affiliated Practices
and the implementation of its business strategy. The Company has entered into
employment contracts and non-compete agreements with these executive officers
and others. Due to the likely difficulty in finding suitable replacements for
these individuals, the loss of the services of any of these persons or the
Company's inability in the future to attract and retain management or other key
personnel could have a material adverse effect on the Company. AMP does not have
key man insurance for any of its executive officers or other key personnel.

DEPENDENCE ON IMPLEMENTATION OF GROWTH STRATEGY. One of the Company's
principal strategies is to acquire the operating assets and receivables or stock
of certain Affiliated Practices in targeted markets which meet its affiliation
criteria and enter into management services contracts with the Regional Group
Practices. The Company's growth strategy also involves expanding the Affiliated
Practices and, to the extent permitted by applicable law, contracting with or
acquiring ancillary facilities and providers, to provide services such as
ambulatory surgical centers, anesthesiology, pathology, radiology, MRIs, EKGs,
laboratory work, pharmacy, physical history and exams, physical therapy,
orthotics, pain management, home care, diabetic wound care, specialty shoes and
other related retail products. The process of (i) identifying appropriate DPM
group practices, DPMs and ancillary providers and facilities and (ii) proposing,
negotiating and implementing economically attractive affiliations with them is
lengthy, complex and costly. The failure of the Company to identify and effect
additional practice affiliations would have a material adverse effect on the
Company. Moreover, there can be no assurance that future practice affiliations,
if any, will contribute to the Company's profitability. Further, such
arrangements involve a number of risks, including diversion of management's
attention, dependence on hiring, training and

9
<PAGE>
retaining key personnel, and risks associated with the assumption of certain
contingent legal liabilities, some or all of which could have a material adverse
effect on the Company's business, financial condition and results of operations.
In addition, there can be no assurance that the Affiliated Practices will
achieve anticipated revenues and earnings or that suitable additional practice
affiliations can be accomplished on terms favorable to the Company or that
financing, if necessary, can be obtained for such affiliations.

The Company's ability to implement its growth strategy is also dependent
upon the Company's and the Regional Group Practices' ability to (i) adapt the
Company's arrangements with the Regional Group Practices to comply with current
and future legal requirements, including state prohibitions on (a) fee-
splitting, (b) corporate practice of medicine, (c) referrals to facilities in
which physicians have a financial interest, and (d) kickbacks, (ii) obtain
regulatory approvals and certificates of need, where necessary, and (iii) comply
with licensing requirements applicable to physicians and to facilities operated,
and services offered, by physicians. There can be no assurance that application
of current laws or changes in legal requirements will not adversely affect the
Company or that the Company or its Regional Group Practices will be able to
obtain and maintain all necessary regulatory approvals and comply with
applicable laws, regulations and licensing requirements.

AMP is highly dependent upon the revenue stream, in the form of management
fees, that it expects to receive under the Management Agreements. In addition,
AMP will pay the liabilities of certain Affiliated Practices in connection with
the Transfers. Failure by the Regional Group Practices to generate sufficient
management fees to permit AMP to pay such liabilities could have a material
adverse effect on AMP's business, financial condition and results of operations.
In addition, failure by the Regional Group Practices to calculate or pay the
management fees required, whether by mistake, fraud or otherwise, would have a
material adverse effect on AMP. In addition, AMP expects to make loans to
certain DPM owners in Affiliated Practices after the date of this Offering in
order to assist them in temporarily replacing any salary reductions incurred as
a result of the Transfers. AMP would be materially and adversely affected if any
or all of the podiatrists failed to repay amounts loaned to them by AMP. See
Unaudited Pro Forma Combined Balance Sheet and the notes thereto, "Certain
Transactions," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Management."

MOVEMENT TOWARD MANAGED CARE. An increasing percentage of patients have
entered into health care coverage arrangements with managed care payors in
recent years. AMP believes that its success will be dependent upon its ability
to negotiate contracts on behalf of the Regional Group Practices with HMOs,
employer groups and other private third party payors. Many such managed care or
other third party payors already have existing provider structures in place and
may not be able or willing to change their provider networks. Managed care and
third party payors have established primary care providers who often have
considerable discretion over who delivers various medical services, including
the provision of podiatric services. Many such third party payors do not
recognize DPMs as primary care providers. Therefore, many non-DPM physicians,
acting as primary care providers, may elect to (i) perform podiatric services
themselves, (ii) contract with other podiatrists or podiatric practices which
are not Affiliated Practices or (iii) contract with other providers, such as
orthopedists. The inability of AMP to establish or maintain arrangements on
behalf of the Regional Group Practices with third party providers could have a
material adverse effect on the Company.

CHANGES IN PAYMENT FOR MEDICAL SERVICES. The Company anticipates that the
Regional Group Practices will be licensed under applicable state law and
certified as providers under the federal Medicare program and state Medicaid
programs. These programs are highly regulated and subject to frequent and
substantial changes. In recent years, basic changes in Medicare reimbursement
programs have resulted, and are expected to continue to result, in reduced
levels of reimbursement for individuals covered by these programs.

In certain instances, AMP may seek to negotiate on behalf of regional
podiatric care networks consisting of Regional Group Practices affiliated with
the Company and other physicians or group practices willing to permit the
Company to negotiate on their behalf with respect to a particular third party
payor. The Company anticipates that, in the future, the payor contracts that may
be entered into on behalf of the

10
<PAGE>
Regional Group Practices and any related physician networks will include
contracts based on capitated fee arrangements. Under some of these contracts, a
health care provider agrees either to accept a predetermined dollar amount per
member per month in exchange for undertaking to provide all covered services to
patients or to provide treatment on an episode-of-care basis. These health care
providers bear the risk, generally subject to certain loss limits, that the
aggregate costs of providing medical services will exceed the premiums received.
Some agreements may also contain "shared risk" provisions under which
affiliated physicians may earn additional compensation based on utilization
control of institutional, ancillary and other services by patients, and the
Regional Group Practices and the Company may be required to bear a portion of
any loss in connection with these "shared risk" provisions. To the extent that
patients or enrollees covered by these contracts require more frequent or, in
certain instances, more extensive care than anticipated, there could be a
material adverse effect on a Regional Group Practice and, therefore, on the
Company. Any material reduction or elimination of earnings to the Regional Group
Practices under these fee arrangements could have a material adverse effect on
the Company.

POTENTIAL ADVERSE CONSEQUENCES OF GOVERNMENT REGULATION. The delivery of
podiatric care services and health care generally are subject to extensive
federal and state regulation. The Company believes that its operations are and
will be conducted in material compliance with applicable laws. However, the
Company has not received or applied for an opinion from any federal or state
judicial or regulatory authority to this effect, and many aspects of the
Company's business operations to date have not been the subject of state or
federal regulatory interpretation. There can be no assurance that a review of
AMP's operations by federal or state judicial or regulatory authorities will not
result in a determination that AMP or one or more of its Regional Group
Practices have violated one or more provisions of federal or state law. Any such
determination could have a material adverse effect on the Company.

The fraud and abuse provisions of the Social Security Act and anti-kickback
laws and regulations adopted by many states prohibit the solicitation, payment,
receipt or offering of any direct or indirect remuneration in return for, or as
an inducement to, certain referrals of patients, items or services. Provisions
of the Social Security Act impose significant penalties for false or improper
billings for services reimbursable by Medicare, Medicaid or other
federally-funded programs. In addition, the Stark amendments to the Social
Security Act impose specific restrictions on physicians' referrals for
designated health services reimbursable by Medicare, Medicaid or other
federally-funded programs to entities with which the physicians have financial
relationships. The federal government has also recently extended its statutory
prohibitions to include the relationship between health care providers and any
health care benefit programs, including non-governmental health care programs
(such as HMOs, PPOs or standard indemnity insurance).

Violations of any of these laws may result in substantial civil or criminal
penalties, including large civil monetary penalties and, in the case of
violations of certain federal laws, exclusion from participation in the
Medicare, Medicaid or other federally-funded programs. Such exclusion and
penalties, if applied to the Company or the Regional Group Practices, would have
a material adverse effect on the Company.

The laws of many states prohibit business corporations, such as the
Company, from practicing medicine or exercising control over the medical
judgments or decisions of physicians and from engaging in certain financial
arrangements, such as splitting fees with physicians. These laws and their
interpretations vary from state to state and are enforced by both the courts and
regulatory authorities, each with broad discretion. Violations of these laws
could result in censure or the revocation of the license of affiliated
physicians, civil or criminal penalties, including large civil monetary
penalties, or other sanctions. In addition, a determination in any state that
AMP is engaged in the corporate practice of medicine or any unlawful
fee-splitting arrangement could render any Management Agreement between AMP and
a Regional Group Practice located in such state unenforceable or subject to
modification, which could have a material adverse effect on AMP.

Expansion of the Company's operations into certain jurisdictions may
require modification of the Company's form of relationship with its Regional
Group Practices, which could have a material adverse effect on the Company.
Furthermore, the Company's ability to expand into, or to continue to operate
within, certain jurisdictions may depend on the Company's ability to modify its
operational structure to conform to

11
<PAGE>
such jurisdictions' regulatory framework or to obtain necessary approvals,
licenses and permits. Any such limitation on the Company's ability to expand
could have a material adverse effect on the Company. See
"Business -- Government Regulations."

FUTURE HEALTH CARE REFORM. In addition to extensive existing government
health care regulation, there are numerous initiatives on the federal and state
levels for comprehensive reforms affecting the payment for and availability of
health care services. These initiatives include reductions in Medicare and
Medicaid payments, trends in adopting managed care for Medicare and Medicaid
patients, regulation of entities that provide managed care and additional
prohibitions on ownership by health care providers, directly or indirectly, of
facilities to which they refer patients. It is uncertain what legislative
proposals will be adopted in the future or what actions federal or state
legislators or third party payors may take in anticipation of or in response to
any health care reform proposals or legislation. Aspects of certain of these
health care proposals, if adopted, could have a material adverse effect on the
Company.

COMPETITION. The business of providing podiatric services is highly
competitive in each of the Company's markets. The Company believes that changes
in governmental and private reimbursement policies, among other factors, have
resulted in increased competition among providers of medical services to
patients. Each of the Regional Group Practices faces competition from other
podiatrists in the communities served, some of which have more established
practices in the market. There can be no assurance that the Regional Group
Practices will be able to compete effectively in the markets they serve. In
addition, there is significant competition for the affiliation with podiatric
practices and such competition may limit the availability of suitable practices
with which the Company may be able to affiliate. Generally, there are no
significant barriers to potential competitors entering the industry or pursuing
a business strategy similar to the Company's. Several companies with established
operating histories and greater resources than the Company, including physician
practice management companies and some hospitals, clinics and HMOs, are pursuing
activities similar to those of the Company. There can be no assurance that the
Company will be able to compete effectively with these competitors, that
additional competitors will not enter the market or that this competition will
not make it more difficult and costly to acquire the assets of, and provide
management services to, podiatric practices on terms beneficial to the Company.
See "Business -- Competition."

NEED FOR ADDITIONAL FUNDS. The Company expects funds available to it from
the proceeds of the Offering, cash from operations and its expected credit line
to fund its operations for approximately twelve months, although this cannot be
assured. The Company has received from a major international financial
institution a commitment for a $15.0 million, three-year revolving credit
facility to help fund its working capital needs, capital expenditures and
practice affiliations, although there can be no assurance that amounts available
under the credit line will be adequate to meet the Company's needs for funds.
The failure of the Company to enter into the credit line or a similar credit
line could have a material adverse effect on the Company's business, financial
condition and results of operations. The Company's growth strategy will require
substantial capital. The Company intends to finance future affiliations with
cash, the issuance of debt or equity securities, or any combination thereof. In
the event that the Common Stock does not maintain a sufficient market value, or
potential affiliation candidates are unwilling to accept debt or equity
securities as partial consideration for their practices, the Company may be
required to use its cash resources, if available, to initiate and maintain its
affiliation program. As a result, the Company anticipates that it will, in the
future, seek to raise additional funds through debt financing or the issuance of
equity or debt securities. There can be no assurance that sufficient funds will
be available on terms acceptable to AMP, if at all. The inability to obtain such
financing could have a material adverse effect on the Company's business,
financial condition and results of operations. Furthermore, issuing shares of
Common Stock as consideration for (or in order to provide financing for) future
affiliations could result in significant dilution to existing stockholders. If
additional funds are raised through the incurrence of debt, the Company may
become subject to restrictions on its operations and finances, including the
ability to pay dividends on its capital stock. These conditions may have an
adverse effect on, among other things, the Company's ability to pursue its
affiliation strategy. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources" and
"Business -- Strategy -- Growth Strategy."

12
<PAGE>
LIABILITY AND INSURANCE RISKS ASSOCIATED WITH PODIATRY PRACTICES.
Providing health care services involves potential claims of medical malpractice
and similar claims. The Company does not, itself, engage in the practice of
medicine or have responsibility for compliance with regulatory requirements
directly applicable to physicians and requires affiliated physicians performing
medical services to maintain medical malpractice insurance. Nonetheless,
malpractice claims may be asserted against the Company if services or procedures
performed at one of the Affiliated Practices are alleged to have resulted in
injury or other adverse effects. Although the Company has obtained liability
insurance that will be effective concurrent with the closing of the Offering
that it believes will be adequate as to both risk and amounts, successful
malpractice claims could exceed the limits of the Company's insurance and could
have a material adverse effect on the Company's business, financial condition or
operating results. Moreover, a malpractice claim asserted against the Company
could be costly to defend, could consume management resources and could
adversely affect the Company's reputation and business, regardless of the merit
or eventual outcome of the claim. In addition, there can be no assurance that
the Company will be able to obtain insurance on commercially reasonable terms in
the future or that any insurance will provide adequate coverage against
potential claims. AMP requires each Regional Group Practice and Affiliated
Practice to obtain and maintain professional liability insurance. This insurance
is expected to provide insurance coverage, subject to policy limits, if the
Company is held liable as a co-defendant in a lawsuit for professional
malpractice. In addition, the Company is indemnified by the Regional Group
Practices for liabilities resulting from the Regional Group Practices' providing
medical services.

NO PRIOR PUBLIC MARKET. Prior to this Offering, there has been no public
market for the Company's Common Stock. There can be no assurance that a public
market for the Common Stock will develop or continue after the Offering. The
Company has filed an application for the Common Stock to be approved for
quotation on the Nasdaq National Market, however, there can be no assurance
that, following the Offering, a regular trading market for the Common Stock will
develop or be sustained. The initial public offering price has been determined
by negotiation among the Company and the Underwriters and may bear no
relationship to the market price of the Common Stock after this Offering. See
"Underwriting."

If a public market for the Company's Common Stock develops, from time to
time, there may be significant volatility in the market price of the Common
Stock. Quarterly operating results of the Company, deviations in results of
operations from estimates of securities analysts, changes in general conditions
in the economy or the health care industry or other developments affecting the
Company or its competitors could cause the market price of the Common Stock to
fluctuate substantially. The equity markets have, on occasion, experienced
significant price and volume fluctuations that have altered the market prices
for many companies'securities and that have often been unrelated to the
operating performance of these companies. Concern about the potential effects of
health care reform measures has contributed to the volatility of stock prices of
companies in health care and related industries and may similarly affect the
price of the Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE. The market price of the Common Stock of
the Company could be adversely affected by the sale of substantial amounts of
the Common Stock in the public market following the Offering. After giving
effect to the sale of the shares of Common Stock offered hereby, the Company
will have shares of Common Stock issued and outstanding. Of these
shares, shares ( shares if the Underwriters'
over-allotment option is exercised in full) of Common Stock sold in the Offering
will be freely tradable without restriction under the Securities Act of 1933, as
amended (the "Securities Act"), except for any shares exchanged by
"affiliates" of the Company as that term is defined under the Securities Act.
None of the remaining shares were acquired in a transaction
registered under the Securities Act. Such shares may not be sold except in
transactions registered under the Securities Act or pursuant to an exemption
from registration. Of these shares, shares will be eligible for sale
pursuant to Rule 144 promulgated under the Securities Act in and the
balance of these shares will be eligible for sale at various times from
through . See "Shares Eligible For Future Sale."

13
<PAGE>
In addition, AMP, its officers and directors and certain other stockholders
of the Company have agreed that they will not offer, sell, contract to sell,
announce their intention to sell, pledge or otherwise dispose of, directly or
indirectly, or file with the Commission a registration statement under the
Securities Act relating to any additional shares of Common Stock or securities
convertible or exchangeable or exercisable for any shares of Common Stock,
without the prior written consent of the Representative (as defined herein) for
a period of 180 days after the date of this Prospectus (the "lock-up period"),
except (i) subsequent sales of Common Stock offered in the Offering, (ii)
issuances of unregistered Common Stock by the Company in connection with
affiliation with additional practices, DPMs and ancillary providers (although
persons receiving such shares would be subject to such restrictions for the
remainder of the lock-up period) or (iii) issuances of Common Stock by the
Company pursuant to the exercise of employee stock options outstanding on the
date of this Prospectus.

The holders of certain shares of Common Stock outstanding on the date of
this Prospectus have certain registration rights with respect to such shares and
additional shares that may be issued to such persons upon exercise of options
(subject to certain limitations on the number of shares such holders are
entitled to have registered under any registration statement), although the
holders of at least of these shares have agreed to refrain from
selling their shares during the lock-up period. Pursuant to certain registration
rights agreements with the DPMs (the "Registration Rights Agreements"), the
Company has granted certain registration rights to the DPMs permitting them to
include their shares of the Company's Common Stock on a registration statement
filed by the Company within one year of the date of such agreements. See
"Description of Capital Stock." AMP also intends to register an additional
shares of Common Stock reserved for issuance under the Company's
1997 Incentive and Non-Qualified Stock Option Plan as soon as practicable
thereafter. See "Management" and "Underwriting." In addition, the Company
will register additional shares of Common Stock under a shelf
registration, which, when combined with the Company's cash resources, will be
used to fund the Company's planned practice affiliation program. These shares
generally will be freely tradable upon issuance to persons not deemed to be
affiliates of the Company, unless the Company contractually restricts the sale
or other transfer of such shares. Initially, the Company will issue such shares
subject to a lock-up period of up to 180 days from the date of this Prospectus.

SUBSTANTIAL PROCEEDS OF OFFERING PAYABLE TO AFFILIATED PRACTICES AND
AFFILIATES. Approximately $16.0 million of the net proceeds of this Offering
will be used to pay the cash portion of the price of the Transactions.
Approximately $300,000 of the net proceeds of the Offering will be used to pay
the accrued salary of Jack N. McCrary. In addition, approximately $5.2 million
of the net proceeds from the Offering will be used to repay indebtedness and
interest assumed by the Company in connection with the Transactions, including
the reimbursement by AMP of certain expenses and debt incurred by Ankle & Foot
Centers of America, LLC ("AFC") to finance organizational costs and working
capital. See "Use of Proceeds" and "Certain Transactions."

CONTROL BY EXISTING MANAGEMENT AND STOCKHOLDERS. Following the completion
of the Offering, officers, directors and employees of the Company and investors
in AFC (which financed the Company's initial organizational costs and working
capital) will beneficially own 100% of the outstanding shares of the Class B
Common Stock and the owners of the initial Affiliated Practices will
beneficially own approximately % of the outstanding shares of the Company's
Common Stock. Although, following the Offering, no arrangements or
understandings among such persons with respect to the voting of the shares of
Common Stock beneficially owned by such persons will remain in effect, such
persons may nevertheless effectively be able to control the affairs of the
Company. See "Principal Stockholders."

ANTI-TAKEOVER PROVISIONS. Certain provisions of Delaware law, the
Company's Amended and Restated Certificate of Incorporation and the Company's
Amended and Restated Bylaws, including the terms of conversion of the Class B
Common Stock, could delay or impede the removal of incumbent directors and could
make it more difficult for a third party to acquire, or could discourage a third
party from attempting to acquire, control of the Company. These provisions could
limit the price that investors might be willing to pay in the future for shares
of Common Stock. In addition, shares of preferred stock may be

14
<PAGE>
issued by AMP's Board of Directors without stockholder approval on such terms
and conditions, and having such rights, privileges and preferences, as the Board
of Directors may determine. The rights of the holders of Common Stock will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. Under certain circumstances,
the Company may issue Series A Junior Participating Preferred Stock which may
have an anti-takeover effect. The Company has no other current plans to issue
any shares of preferred stock. See "Description of Capital Stock."

IMMEDIATE AND SUBSTANTIAL DILUTION. The purchasers of the shares of Common
Stock offered hereby will experience immediate and substantial dilution in the
net tangible book value of their shares of Common Stock in the amount of
$ per share (after giving effect to underwriting discounts and
commissions and estimated Offering expenses). See "Dilution." If the Company
issues Common Stock in the future, including shares that may be issued in
connection with future practice affiliations, purchasers of Common Stock in the
Offering may experience further dilution in the net tangible book value per
share of the Company's Common Stock.

NO INTENT TO PAY DIVIDENDS. The Company has never paid or declared any
cash dividends and does not anticipate paying any cash dividends after
completion of the Offering and the Transactions. In addition, the Company has
entered into a commitment for a credit facility that will restrict the Company's
ability to pay dividends. See "Dividend Policy "and "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."

15
<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the sale of Common Stock in the
Offering assuming an initial public offering price of $ per share (after
deducting the underwriting discount and estimated Offering expenses), are
estimated to be approximately $ ($ if the Underwriters'
over-allotment option is exercised in full).

The Company intends to use the net proceeds from the Offering as follows:
(i) approximately $16.0 million is expected to be used to consummate the
Transactions, (ii) approximately $5.2 million is expected to be used to repay
certain indebtedness and interest of the Company and AFC, $500,000 of which
bears interest at 18% per annum and matures on the fifth day following initial
public offering and the remainder of which bears no interest and has no maturity
date (including the reimbursement by the Company of expenses, debt and interest
incurred by AFC to finance the Company's organizational and affiliation costs
and initial working capital), (iii) approximately $1.6 million is expected to be
used to pay certain deferred expenses, (iv) approximately $1.0 million is
expected to be used to complete the purchase of the Company's management
information system, and (v) the balance is expected to be used for general
corporate purposes, including, among other things, making short-term loans of up
to $950,000 aggregate principal amount to DPM owners of Affiliated Practices as
discussed herein and executing the Company's business plan set forth herein. See
"Business -- Practice Affilations," "-- Services and Operations -- Management
Information Systems," "-- Operative Agreements -- Physician Engagement
Agreements" and "Certain Transactions -- Organization of the Company."
Pending such uses, the net proceeds will be invested in United States government
securities and in short-term, interest-bearing investment grade securities. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

Although the estimates set forth above represent the Company's best
estimate of the intended use of proceeds from the Offering, the timing and
amount of funds required for specific uses by the Company cannot be precisely
determined. The use of proceeds from the Offering is subject to change based on
competitive conditions, unanticipated costs of expansion and unexpected
requirements in developing and operating the Company's business. The rate of the
Company's progress in developing its business, the availability of alternate
methods of financing and other factors will affect the allocation and timing of
the Company's use of proceeds from the Offering.

DIVIDEND POLICY

The Company does not anticipate paying any cash dividends after completion
of the Offering and the Transactions. In addition, the Company has entered into
a commitment for a credit facility that will restrict the Company's ability to
pay dividends. The Company currently intends to retain any future earnings for
use in its business. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

16
<PAGE>
DILUTION

The pro forma net tangible book value of the Company at June 30, 1997,
after giving effect to the Transactions as if they had occurred on that date,
would have been $ , or $ per share. Pro forma net tangible book
value per share represents the amount of pro forma total tangible assets of the
Company less pro forma total liabilities divided by the number of shares of
Common Stock and Class B Common Stock outstanding. After giving effect to the
sale by the Company of the shares of Common Stock offered hereby
(after deducting the underwriting discounts and commissions and estimated
Offering expenses payable by the Company) and the application of the net
proceeds therefrom as discussed under "Use of Proceeds," the pro forma as
adjusted net tangible book value of the Company as of June 30, 1997 would have
been approximately , or $ per share. This represents an immediate
increase in adjusted pro forma net tangible book value of approximately $ per
share to existing stockholders and an immediate dilution of approximately $
per share to new investors purchasing Common Stock in this Offering. The
following table illustrates this per share dilution:

Assumed initial public offering price
per share............................. $
Pro forma net tangible book value
per share as of June 30, 1997.... $
Increase per share attributable to
new investors....................
---------
Pro forma as adjusted net tangible book
value per share after the Offering....
---------
Dilution per share to new investors of
Common Stock.......................... $
=========

The following table sets forth on a pro forma basis, giving effect to (i)
the Transactions as of June 30, 1997, (ii) the number of shares of Common Stock
held by existing stockholders, the total consideration given for such shares and
the average price per share paid or invested in the Company for such shares, and
(iii) the number of shares of Common Stock to be purchased from the Company, the
total consideration for such shares and the average price per share to be paid
by new investors purchasing such shares in the Offering before deducting
underwriting discounts and commissions and estimated Offering expenses payable
to the Company:
<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------- ------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
--------- ------- --------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1)................ % $ % $
New investors...........................
--------- ------- --------- -------
Total(2)........................... 100% $ 100%
========= ======= ========= =======
</TABLE>
- ------------

(1) Total consideration paid by existing stockholders represents the combined
stockholders' equity of the Company (after giving effect to the
Transactions) before the Offering, adjusted to reflect the payment of $
in cash as partial consideration in connection with the
Transactions. See "Use of Proceeds" and "Capitalization."

(2) Represents the par value of outstanding Common Stock and additional paid in
capital immediately after giving effect to the Transactions. See the
Company's Financial Statements and Notes thereto included elsewhere in this
Prospectus. Does not include shares of Common Stock issuable upon
the exercise of options for the purchase of Common Stock pursuant to the
Company's stock option plans.

17
<PAGE>
CAPITALIZATION

The following table sets forth the long-term debt and the total
capitalization of the Company (i) as of June 30, 1997, (ii) on a pro forma basis
to reflect the Transactions, and (iii) on a pro forma adjusted basis to reflect
the Transactions, the Stock Split, the Share Conversion, the sale by the Company
of shares of Common Stock offered hereby and the application of the
estimated net proceeds therefrom. See "Use of Proceeds." This table should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations," the Company's Financial Statements and
Notes thereto and the Unaudited Pro Forma Combined Balance Sheet appearing
elsewhere in this Prospectus.
<TABLE>
<CAPTION>
AS OF JUNE 30, 1997
-----------------------------------------------
PRO FORMA
HISTORICAL PRO FORMA(1) AS ADJUSTED(1)(2)
---------- ------------ -----------------
(IN THOUSANDS)
<S> <C> <C> <C>
Current portion of long-term debt.... $ -- $ 656 $
========== ============ =================
Long-term debt, less current
portion............................ $ -- $ -- $
---------- ------------ -----------------
Stockholders' deficit:
Common stock, $.01 par value,
1,000,000 shares authorized,
20,000 shares issued and
outstanding..................... -- 3
Preferred Stock, $.001 par value;
shares authorized; no
shares issued and outstanding,
pro forma or pro forma as
adjusted........................ -- --
Class A Common Stock, $.001 par
value; shares
authorized(3); shares
issued and outstanding, pro
forma or pro forma as
adjusted(4)..................... -- --
Class B Common Stock, $.001 par
value; shares
authorized(3); shares
issued and outstanding, pro
forma or pro forma as
adjusted(4)..................... -- --
Additional paid-in capital......... -- 499
Accumulated deficit................ (1,314) (7,599)
---------- ------------ -----------------
Total stockholders'
deficit.................... (1,314) (7,097)
---------- ------------ -----------------
Total capitalization................. $ (1,314) $ (7,097) $
========== ============ =================
</TABLE>
- ------------
(1) See Unaudited Pro Forma Combined Balance Sheet and the notes thereto
included elsewhere in this Prospectus for a discussion of the assumptions
made and adjustments applied in preparation of this information.

(2) Gives effect to the Stock Split, the Share Conversion and the sale of
million shares of Common Stock offered by the Company at
an assumed initial public offering price of $ per share and the
application of the estimated net proceeds therefrom. See "Use of
Proceeds."

(3) Reflects an amendment to the Company's Certificate of Incorporation filed
subsequent to June 30, 1997 to increase the authorized capital stock, revise
the par value to $.001 per share, and to designate classes of common stock.

(4) Does not include shares of Common Stock issuable upon the exercise
of outstanding options for the purchase of Common Stock pursuant to the
Company's stock option plans.

18
<PAGE>
SELECTED FINANCIAL DATA

PERIOD FROM FOR THE SIX
AUGUST 9, 1996 TO MONTHS ENDED
DECEMBER 31, 1996 JUNE 30, 1997
------------------ -------------
(UNAUDITED)
STATEMENT OF OPERATIONS DATA(1):
Revenues............................. $ -- $ --
Expenses............................. 514,141 799,443
------------------ -------------
Net loss............................. $ (514,141) $(799,443)
================== =============

JUNE 30, 1997 AS
HISTORICAL ADJUSTED(2)
------------------ -------------
(UNAUDITED)
Cash and cash equivalents............ $ -- $
Working capital deficit(3)........... (1,448,801)
Total assets(4)...................... 794,200
Long-term debt....................... --
Stockholders' deficit................ (1,313,384)

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

(1) The Company has conducted no significant on-going, non-developmental
business operations to date and will not conduct significant business
operations until the affiliation of the Company with the initial Affiliated
Practices and the Offering are completed. Pursuant to the Reimbursement
Agreement, the Company will reimburse the affiliation-related expenses
incurred by AFC since May 1996, including AFC's payroll, travel and
entertainment, office equipment and audit expenses. AFC currently holds
shares of Class B Common Stock which management plans to
distribute to AFC members upon consummation of the Offering.

(2) As adjusted gives effect to the Transactions, the sale of million
shares of Common Stock offered by the Company, and the application of the
estimated net proceeds therefrom. See "Use of Proceeds."

(3) The historical balance includes $1.5 million due to AFC which will be repaid
upon consummation of the Offering.

(4) The Company will record the non-monetary assets transferred to the Company
in connection with the Transfers at the historical cost basis of the
transferors.

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

THE FOLLOWING DISCUSSION AND ANALYSIS CONTAINS CERTAIN STATEMENTS OF A
FORWARD-LOOKING NATURE RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL
PERFORMANCE OF THE COMPANY. SUCH STATEMENTS ARE ONLY FORECASTS, AND THE ACTUAL
EVENTS OR RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN "RISK
FACTORS," AS WELL AS THOSE DISCUSSED ELSEWHERE IN THIS PROSPECTUS. THE
HISTORICAL RESULTS SET FORTH IN THIS DISCUSSION AND ANALYSIS ARE NOT INDICATIVE
OF TRENDS WITH RESPECT TO ANY ACTUAL OR PROJECTED FUTURE FINANCIAL PERFORMANCE
OF THE COMPANY. THE FOLLOWING SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND RELATED NOTES THERETO APPEARING ELSEWHERE IN THIS PROSPECTUS.

OVERVIEW

The Company's business operations since its incorporation in August 1996
have consisted solely of arranging the Transactions and preparing to implement
its related business plan described herein. At the time of the anticipated
initial Affiliated Practice affiliations, the predecessors of the initial
Affiliated Practices will have been separate businesses engaged in podiatric
care.

In connection with the Transactions, the Company will receive certain
operating assets or receivables and stock and assume certain liabilities of the
Affiliated Practices and AnestheCare and enter into long-term management
agreements with the Regional Group Practices. Pursuant to the Management
Agreements, the Company will provide, among other things, facilities,
management, administrative and development services to the Regional Group
Practices and employ non-physician personnel, in each case in exchange for
management fees, the Company's principal anticipated source of revenues. The
management fees will be paid monthly to the Company by each Regional Group
Practice based upon the Regional Group Practice's adjusted patient revenues. The
Company will be responsible for collecting the billings of the Regional Group
Practices. The Company will be entitled to retain a service fee equal to 12% to
18% of the Regional Group Practice revenues plus an amount equal to certain
expenses, subject to adjustment to reflect the fair value of the management
services provided considering the nature and volume of services required and
risks assumed by the Company. In addition, the Company will generally be
entitled to a fee of approximately 70% of the ancillary revenues, net of certain
operating expenses of the Regional Group Practice. In connection with the
AnestheCare Transfer, the Company will retain the existing financial and fee
arrangements of AnestheCare with its existing clients. After the AnestheCare
Transfer, services provided by AnestheCare to the Regional Group Practices will
be delivered in exchange for a fee and AMP will receive a fee of approximately
70% of the ancillary revenues net of certain other operating expenses, which is
calculated pursuant to the applicable management agreement.

The expenses expected to be incurred by AMP in fulfilling its obligations
under the Management Agreements will be the salaries, wages and benefits of
personnel (other than DPM owners and certain employed DPMs), supplies, expenses
involved in administering the clinical practices of the Regional Group Practices
and general and administrative expenses, as well as depreciation, amortization
and interest incurred in the acquisition of assets by the Company in connection
with the Transactions. The Company will seek to reduce these operating expenses
through purchase discounts, economies of scale, standardization of best
practices, and other operating efficiencies. In addition to operating expenses,
the Company has incurred and will continue to incur expenses on behalf of the
Regional Group Practices, such as the management information systems. AMP will
also incur personnel, rental and other typical expenses in connection with its
corporate management, which will provide management, administrative, marketing,
development, acquisition and other services to the Regional Group Practices.

RESULTS OF OPERATIONS

The Company has not conducted on-going, non-developmental business
operations and will not until the Transactions and the Offering are complete.
Consequently, AMP has generated no revenues. For an historical presentation of
the results of operations of the Affiliated Practices and AnestheCare, see Note
4 of the Notes to the Company's Financial Statements and the Financial
Statements of Pyramid Anesthesiology Group, Inc., respectively, appearing
elsewhere in this Prospectus.

The Company's principal stockholder, AFC, incurred a loss for the period
from the date of its organization in 1996 through June 30, 1997 of approximately
$1,313,584, reflecting principally salaries and the travel, legal and accounting
costs associated with the Company's anticipated initial Affiliated Practice
affiliations. The Company has agreed to assume these expenses upon completion of
the Offering.

20
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

AFC, on the Company's behalf, has financed the Company's operations to date
from the proceeds of AFC's private placements of debt and equity. To date, AFC
has received net proceeds from private placements of debt and equity in an
aggregate amount of approximately $2.3 million. AMP has agreed to assume AFC's
obligations under such debt at and after the Offering and the existing common
stock, without class, will be converted into Class B Common Stock.

If the Transactions had occurred on June 30, 1997, the Company would have
had a pro forma working capital deficit of approximately $14.7 million,
including the accrual of $16.0 million for cash consideration payable in the
Transactions.

In connection with certain of the Transactions, the Company will record
aggregate federal and state deferred tax liabilities of approximately $900,000.
These liabilities generally will become payable over an approximate three-year
period commencing on the date of the consummation of such Transfers.

AMP anticipates that its capital expenditures during 1998 will relate
primarily to affiliations with additional Affiliated Practices, if any,
development of the ancillary services network and expenditures related to
expansion and purchase of equipment for the Affiliated Practices. The Company
anticipates that funding for these expenditures will be derived from the
proceeds of the Offering, funds borrowed under the Company's anticipated credit
facility and cash flow from operations. Management believes that these sources
will be sufficient to fund the Company's capital needs for a period of
approximately twelve months following completion of the Offering. Thereafter, if
necessary, the Company will seek to raise additional funds for capital
expenditures through borrowings or the issuance of debt or equity securities.
There can be no assurance that sufficient funds will be available from sources
other than the Offering on terms acceptable to the Company, if at all.

The Company has received a commitment for a $15.0 million three-year
revolving credit facility with a major international financial institution which
is intended to be available to assist in funding the Company's working capital
needs, capital expenditures and anticipated future affiliations. The credit
facility will contain customary affirmative and negative covenants (including
prohibitions on the payment of dividends and capital expenditures) and events of
default customary to transactions of this type. The credit facility will bear
interest at a rate equal to the London Inter-Bank Offered Rate, or, at the
Company's option, at such financial institution's Base Rate plus a margin based
on the ratio of the Company's senior debt to earnings before interest, taxes,
depreciation and amortization. There can be no assurance that the Company will
ultimately close on the credit facility. In addition, the Company is,
concurrently with the Offering, registering additional shares of
Common Stock under a shelf registration, which, when combined with the Company's
cash resources, will be used to fund the Company's planned practice affiliation
program.

The success of AMP is directly dependent upon, among other things, the
ability of AMP to obtain funds by providing services to Regional Group
Practices. If funds from this principal source are unavailable or insufficient,
the Company will need to obtain financing from other sources, such as the
issuance of additional debt or equity securities or borrowings. There can be no
assurance that those alternative sources would be available, available on
favorable terms or sufficient to meet the Company's capital requirements.

ACCOUNTING

The owners of the Affiliated Practices will be deemed promoters in all but
one of the Transfers. Thus, under SAB 48, the transfer to the Company of certain
non-monetary assets and liabilities of the predecessor podiatric practices
contemplated by Transfers will be accounted for by the Company at the
transferors' historical cost basis. The Common Stock being exchanged for assets
will be recorded by AMP at the predecessor practices' historical cost.

The AnestheCare Transfer and all of the anticipated future individual
podiatric practice affiliations will be accounted for by the purchase accounting
method. As a result, the Company will recognize a substantial amount of
goodwill, resulting in annual noncash amortization charges for intangible
assets.

21
<PAGE>
BUSINESS

THE COMPANY

The Company has entered into definitive agreements to transfer cash and
Common Stock and assume certain liabilities in exchange for stock or certain
operating assets and receivables of the Affiliated Practices simultaneous with
and as a condition to the closing of the Offering. The DPMs will join Regional
Group Practices organized by geographic location and will enter into physician
engagement agreements with the Regional Group Practices. AMP will enter into a
long-term management agreement with each Regional Group Practice under which AMP
will receive fees for its services. The Company will own the operating assets of
the Affiliated Practices, hire the non-physician employees and otherwise assume
the management of each practice. The initial Affiliated Practices were selected
based upon their location, size, historical profitability and growth and
reputation for high quality care. Management believes that the initial
Affiliated Practices are leading podiatric practices in their respective markets
and that, following the Transactions, AMP will be the largest provider of
comprehensive podiatric practice management services in the United States.

A key element of the Company's strategy is to provide ancillary services
and facilities to the Affiliated Practices. These ancillary services and
facilities are expected to include, among other things, ambulatory surgical
centers, anesthesiology, pathology, radiology, MRIs, EKGs, laboratory work,
pharmacy, physical history and exams, physical therapy, orthotics, pain
management, home care, diabetic wound care, specialty shoes and other retail
products. The Company intends to make available some or all of these ancillary
services on a regional basis. The Affiliated Practices in each region will
primarily or exclusively use AMP's ancillary services, enabling the Company to
control the cost, quality and other important aspects of these services.
Pursuant to this strategy, AMP has entered into a definitive agreement to
purchase certain assets of AnestheCare, an anesthesiology management services
organization currently servicing 15 locations in metropolitan Atlanta, Georgia.

THE PODIATRIC INDUSTRY

Podiatry is the practice of medicine whereby DPMs provide preventative,
diagnostic, surgical and other foot care to patients. Podiatric care ranges from
relatively simple procedures, such as treating foot infections, to complex
surgeries, such as reconstructing the bones in the foot. According to the
American Podiatric Medical Association ("APMA"), 39% of all foot care is
provided by DPMs compared to 13% by orthopedic physicians, 37% by other
physicians and 11% by physical therapists and others. Today, there are
approximately 10,700 active DPMs throughout the United States handling 55
million patient visits per year. In 1995, active DPMs averaged 92 patient visits
per week and 80 bone surgeries for the year. According to the APMA, 99% of DPMs
graduated from one of seven Colleges of Podiatric Medicine, 87% completed
residency programs, and 53% are Board Certified. All of the owner DPMs at the
Affiliated Practices have completed residency programs, approximately 94% are
Board Certified and 100% are Board Eligible (that is, having passed the Board's
written exam and are awaiting the Board's oral examination). All 50 states
require DPMs to pass rigorous state board examinations before they are licensed,
and most require continuing education programs for regular license renewal.

The average APMA member who practiced podiatric medicine in 1995 reported
an average gross income of approximately $252,000 and average net income of
approximately $108,000. According to the APMA, billing receipts of all DPMs in
the United States increased to approximately $2.3 billion in 1995

22
<PAGE>
from approximately $1.3 billion in 1987, a compound annual growth rate of 7.7%.
The Company believes that the historical growth in DPM revenues is due to a
number of factors including the following:

o AGING POPULATION. The Bureau of Census forecasts that the resident
population of the United States will increase between 1997 and 2010 by an
average annual rate of 0.8%. However, the number of persons age 65 and over
will increase by an average annual rate of 1.1% over the same period.
People age 65 and over experience foot problems at approximately twice the
rate of persons under the age of 65, and based on Medicare program studies,
older persons utilize DPMs at a higher rate than the remainder of the
population.

o INCREASING MANAGED CARE. As recently as 1988, only an approximate 25% of
all privately insured individuals were covered by managed care. By 1996,
over three-quarters of active employees in the private sector were enrolled
in some type of managed care arrangement. The Company believes that primary
care physicians are more likely to refer footcare patients covered by
managed care to DPMs, as a result of the lower reimbursement rates
anticipated for footcare under managed care programs relative to footcare
covered on a fee-for-service basis.

o INCREASED MEDICARE ENROLLMENT. Managed care enrollment in Medicare has
doubled in the last three years and is growing at an annual rate of
approximately 30%. Enrollees are generally older than the average
population, and consequently, incur a higher incidence of foot problems. In
addition, the Company believes that enrollees are more likely to visit a
podiatrist than non-insured individuals.

The podiatric industry in the United States is highly fragmented, dominated
by solo and small group practices. According to the APMA, 69% of the
approximately 14,000 total DPMs in the United States are sole practitioners with
the majority of the remaining DPMs in small or medium-sized practices, generally
consisting of two to four DPMs. In addition, there is an over supply of
podiatric service providers in the United States that could exceed demand by as
much as 27% in 2010. Finally, as with other areas of health care, there is a
pronounced trend toward managed care in the podiatric industry.

The Company believes that due to (i) the highly fragmented structure of the
podiatric industry, (ii) the growing surplus of DPMs and (iii) the trend toward
managed care, the industry is ripe for a provider of comprehensive podiatric
practice management services such as AMP. The Company intends to pool the
resources of, and provide professional management to, some of the nation's
leading podiatrists to allow them to compete more effectively in the current
industry environment. As a result, management expects this business approach
will attract third party payors and provide a strong incentive for DPMs to
affiliate with the Company.

OPERATING STRATEGY

The Company's objective is to be the nation's leading provider of
management services and comprehensive foot care delivery systems to podiatric
practices. To achieve this objective, the Company will employ the following
operating strategies:

ENHANCING QUALITY OF DPM PATIENT CARE. Management believes that the
services and support it will provide the Affiliated Practices will positively
impact DPM patient care. The Company, through its Affiliated DPMs and its
Medical Policy Board is developing uniform standards of care for the Affiliated
Practices to ensure quality control and provide the opportunity to implement the
most current and effective podiatric treatments and techniques. The Company
believes that one of its most valuable practice management services will be its
ability to identify practice-level strategies that have proven successful for
individual Affiliated Practices and share these best practices with other
Affiliated Practices. The quality of patient care is also expected to improve as
a result of (i) treatment protocols and other important information being made
available to each Affiliated Practice by the Company's sophisticated management
information system, (ii) the peer review that will result from being affiliated
with other podiatrists, the Company's Medical Advisory Board and the respective
Boards of the Regional Group Practices, (iii) more time being made available to
DPMs for patient care rather than administrative duties, and (iv) the continuity
of care, including early disease detection and treatment, that will be afforded
by the Affiliated Practices and the Company's ancillary services.

23
<PAGE>
ACHIEVING OPERATIONAL EFFICIENCIES. The Company intends to implement a
variety of operating procedures and systems to improve the productivity and
profitability of each Affiliated Practice. The Company is developing and
implementing a centralized management information system, uniform inventory
control procedures and national group purchasing contracts. In addition, the
Company is installing a patient billing and collections system that is expected
to improve collections as a result of its ease of use, billing frequency and
standardized procedures. Management also believes that physical improvements in
design to certain Affiliated Practices' facilities should result in an increase
in the volume of patients seen and an increase in employee and DPM productivity.

DEVELOPING REGIONAL GROUP PRACTICE STRUCTURE. AMP will use the Regional
Group Practices as an important mechanism to pool the Affiliated Practices'
resources and implement its other strategies. The Regional Group Practices, and
in particular the Boards thereof, will (i) collect from and disseminate to its
Affiliated Practice members best practices and standards of care, (ii) provide
the mechanism for peer review and quality control of the Affiliated Practices,
(iii) develop regional marketing and advertising programs, (iv) identify,
recruit, and integrate additional practice affiliations and ancillary services
acquisitions, and (v) coordinate the sharing of specialists' resources in each
region.

PROVIDING EFFECTIVE MARKETING. The Company intends to develop and
implement aggressive and innovative marketing and advertising plans to augment
each Affiliated Practice's existing referral and other marketing efforts.
Management believes that the podiatric industry has not taken advantage of the
gains that can be achieved through strategic direct and target marketing. In
particular, AMP plans to (i) target market to specific underserved market
segments, (ii) market and advertise in a manner designed to attract walk-in
patients for whom the DPMs would be the primary care provider for foot care,
(iii) market directly to payors in the managed care system, and (iv) develop and
market to payors disease-specific treatment programs for the early detection of
certain types of foot problems.

IMPLEMENTING COMPREHENSIVE FOOT CARE DELIVERY SYSTEMS. The Company plans
to make available ancillary care providers and their resources to work with DPMs
in individual practices within each Regional Group Practice. By making these
specialists and resources available to each Regional Group Practice, the Company
plans to create an integrated, comprehensive system of podiatric services that
management believes will exceed the capabilities of most traditional podiatric
practices operating on their own. The Company expects that making available
ancillary services and facilities, including, among others, ambulatory surgical
centers, anesthesiology, pathology, radiology, MRIs, EKGs, laboratory work,
pharmacy, physical history and exams, physical therapy, orthotics, pain
management, home care, diabetic wound care, specialty shoes and other retail
products, to its Affiliated Practices will promote better patient care and
provide patients with one-stop foot care services.

GROWTH STRATEGY

Management believes the growth of the initial Affiliated Practices and the
development of new Affiliated Practices are key components of the future success
of the Company. Key elements of the Company's growth strategy include:

GROWING AFFILIATED PRACTICES. The Company will assist Affiliated Practices
in expansion through regionally-focused marketing and advertising and
improvements in operating efficiencies. The Company believes that such an
approach will increase the Affiliated Practices' market share and revenues. The
Company also intends to make available capital for practice expansion through
market research, site selection, office design and marketing.

DEVELOPING ANCILLARY PROVIDER NETWORK. The Company intends to augment its
growth by adding a network of providers of ancillary products and services that
will complement the services provided by the Affiliated Practices. The Company
believes that, by acquiring or contracting with providers of ancillary services
on behalf of the Regional Group Practices, the Company will create a new
approach to the delivery of podiatric services and provide a menu of services
that is more comprehensive than that traditionally offered by individual
podiatric practices.

24
<PAGE>
AFFILIATING WITH NEW PRACTICES. A core business strategy of the Company is
to affiliate with additional podiatric practices. Management believes that an
ample supply of candidates for podiatric practice affiliations exist among the
approximately 10,700 active podiatrists in the United States. The Company plans
to select additional practice affiliations from this pool based upon each
practice's location, size, historical profitability and growth, and reputation
for high quality care. Management believes that affiliation will be an
attractive option for many of these podiatrists because the Company intends to
(i) provide capital to open and integrate new offices into existing Affiliated
Practices, (ii) identify and recruit qualified DPMs for the Affiliated
Practices, (iii) design and offer business and operational, financial and
clinical systems for each Affiliated Practice, (iv) hire the necessary
administrative and non-physician personnel for each new Affiliated Practice, (v)
implement effective marketing and advertising strategies designed to help
increase each Affiliated Practice's market share and the number of new patients,
and (vi) reduce the time Affiliated Practices spend on administrative duties,
allowing them to focus on delivering quality patient care.

PRACTICE AFFILIATIONS

The Company has entered into definitive agreements, to be consummated
simultaneously with the closing of this Offering, to obtain certain operating
assets and receivables of or the stock of certain entities holding the assets of
the initial Affiliated Practices, which include 64 DPMs operating 95 offices
located in 7 states serving 57 cities. Management believes that the Affiliated
Practices are leading practices in their markets. The Affiliated Practices were
selected based upon a variety of factors, including location, size, historical
profitability and growth and reputation for high quality care among local
consumers of podiatric services and within the podiatric services industry.
Management intends to capitalize on the reputations and relationships of the
Affiliated Practices and their DPMs to assist the Company in affiliating with
additional podiatric practices.

The aggregate consideration that will be paid by the Company to acquire the
operating assets, receivables or stock of the initial Affiliated Practices
consists of approximately (i) $10.0 million in cash (of which $4.7 million
represents payment for accounts receivable) and (ii) $22.2 million payable in
shares of Common Stock at the initial public offering price. The purchase prices
for the initial Affiliated Practices were determined by the practice's gross
revenue, growth potential, quality of patients, service delivery and depth of
presence in its local market. The Company will also assume certain indebtedness
of the initial Affiliated Practices totaling approximately $656,000. For a more
detailed discussion of amounts to be paid to and indebtedness assumed of each of
the initial Affiliated Practices, see "Certain Transactions."

Upon consummation of the Transfers, the Company will provide management
services to the following Regional Group Practices:
<TABLE>
<CAPTION>
REGIONAL NUMBER OF NUMBER OF NUMBER OF
GROUP PRACTICE MARKET STATE PRACTICES PODIATRISTS OFFICES
- ------------------------------------- -------------- ---------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Atlanta.............................. Atlanta Georgia 2 3 5
North Texas.......................... Dallas Texas 5 8 8
Fort Worth Texas 4 4 4
Amarillo Texas 1 1 1
Houston.............................. Houston Texas 16 22 37
Maryland............................. Hagerstown Maryland 4 7 3
Pennsylvania* -- -- 3
West Virginia* -- -- 1
Miami................................ Miami Florida 7 9 11
Mid-Georgia.......................... Macon Georgia 1 3 8
South Texas.......................... San Antonio Texas 3 4 7
Brownsville Texas 1 1 2
St. Louis............................ St. Louis Missouri 1 2 5
-- -- --
Total........................... 45 64 95
== == ==
</TABLE>
- ------------
* One of the Affiliated Practices in Maryland has 3 offices in Pennsylvania and
another has an office in West Virginia.

25
<PAGE>
The Company has also entered into definitive agreements to acquire certain
assets of AnestheCare for approximately $6.0 million in cash and $500,000
payable in Common Stock at the initial public offering price. AnestheCare
provides billing and management services to providers of health care-related
services to local hospitals and others.

SERVICES AND OPERATIONS

MANAGEMENT SERVICES

Simultaneous with the Offering, each Affiliated Practice will join a
Regional Group Practice which will, in turn, enter into a long-term Management
Agreement with the Company. Under the Management Agreement, the Company will
employ the Affiliated Practice's non-physician personnel, assume and enter into
leases for their facilities and provide services such as practice management,
information systems, marketing and negotiation of payor contracts.

The Company believes that its integrated care delivery network will give
the Regional Group Practices the ability to, among other things, reduce
overhead, engage in regional contracting with managed care payors and expand
service offerings. Pursuant to the Management Agreements, the Company will
assist the Regional Group Practices in strategic planning, preparation of
operating budgets and capital project analysis. The Company intends to
coordinate group purchasing of supplies, inventory and insurance for the
practices. In addition, the Company will assist the Regional Group Practices in
physician recruitment by introducing physician candidates to the Regional Group
Practices and advising the Regional Group Practices in structuring employment
arrangements.

The Company also will provide or arrange for a variety of additional
services relating to the day-to-day non-medical operations of the practices,
including (i) management and monitoring each practice's patient billings,
invoicing and accounts receivable collection by payor type, (ii) accounting,
payroll, legal services and records, and (iii) cash management and centralized
disbursements. These services are designed to reduce the amount of time
physicians must spend on administrative duties, thereby enabling the physicians
to dedicate more of their efforts to the delivery of health care. The Company's
anticipated capital resources and assistance in budgeting and capital project
analysis are designed to assist the Regional Group Practices in establishing
facilities to provide ancillary footcare services.

As a result of the Transfers, the Company will employ the Affiliated
Practices' non-physician personnel. These non-physician personnel, along with
additional personnel at the Company's headquarters, will manage the day-to-day
non-medical operations of each of the Regional Group Practices by, among other
things, providing secretarial, bookkeeping, scheduling and other routine
services. Under the Management Agreements, the Company will provide facilities
and equipment to the Regional Group Practices, and, to this end, the Company
intends to enter into new lease agreements or assume existing lease agreements
for the facilities and assets utilized by each of the Regional Group Practices.

REGIONAL GROUP PRACTICES

At the closing of the Transactions, the DPM owners of Affiliated Practices
in a geographic area will become members of a Regional Group Practice. Each
Regional Group Practice will be a professional limited liability company
composed only of physician members who also enter into Physician Engagement
Agreements with the Regional Group Practice. Each Regional Group Practice will
be under one provider number for Medicare/Medicaid purposes. The Regional Group
Practices serve two principal purposes. First, they are designed to allow the
Company and the Affiliated Practices to work together in compliance with the
"group practice" exemption under the Stark amendments to the Social Security
Act. Second, the Regional Group Practice structure is an important mechanism
that allows the Company to achieve its business plan, as the Regional Group
Practices act as focal points for best practices, peer review, regional
marketing, practice expansions and additions, and resource exchanges.

Within the Regional Group Practices, individual DPMs will retain the
integrity of their practice revenues and expenses within that Regional Group
Practice. In addition, Regional Group Practices will separately determine
certain budget and personnel matters and each will have its own board of
managers

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elected by a majority of its members. Members will be subject to certain
standards for admission and may also be expelled in certain circumstances. The
member interests in the Regional Group Practice will be subject to restrictions
on transferability. The DPMs are subject to certain restrictions on their
ability to compete with the Regional Group Practices and must pay certain
liquidated damages upon their breach and/or termination of their Physician
Engagement Agreement. See "-- Operative Agreements -- Physician Engagement
Agreements."

The Company will enter into a 40-year Management Agreement with each
Regional Group Practice and, together, will establish a Joint Planning Committee
to develop long-term strategic objectives and management policies for the
operation of the Regional Group Practice and to facilitate communication and
interaction.

MANAGEMENT INFORMATION SYSTEMS

A key element in AMP's business strategy is implementing and using
sophisticated management information systems. The Company has developed a
comprehensive information systems plan that integrates a financial information
system (Lawson Software) and a physician practice management system (Medic
Vision). Both systems will be operating at the Company's corporate office in
Houston at the time of the Offering. The Company's hardware platform will
consist of two identical IBM RS 6000 minicomputers, running the financial or
practice management software. If one system fails, the other is expected to be
used for both software applications. Complete hardware and software deployment
of the systems to the Company's Affiliated Practices is expected to be completed
within approximately 90 days after the Offering.

Billing and collections for the Regional Group Practices' services,
including financial accounting, accounts payable, other cash disbursements and
cash management will be performed centrally at the Company's headquarters in
Houston. The Affiliated Practices will be networked to a central site for
billing, collections, and scheduling, assuring continuous communication, through
dedicated communication lines, among the Affiliated Practices and the Company.

The Affiliated Practices will have real time data access in order to
analyze on-going operations. Monthly financial data will also be available
through the network for each Affiliated Practice. In addition, the Company
intends to develop a data repository that will consolidate operational,
clinical, financial and outcomes data that will be used to develop pricing
strategies and to better report to and negotiate with managed care payors.

MANAGED CARE

The Company believes that podiatry, like many other medical specialties,
has been slow to achieve the integration and consolidation needed for survival
in the era of managed care. The rise of managed care and its emphasis on cost
containment and risk sharing has placed podiatry's practitioners and small to
medium-size physician groups at a significant disadvantage. These practices
typically lack the capital to expand, develop or acquire information systems and
purchase new technologies, which often improve quality of care, reduce costs and
increase profitability. These individual practices also tend to lack the cost
accounting and quality management systems necessary to allow physicians to enter
into sophisticated risk-sharing contracts with private and third-party payors.
Additionally, small to medium-size practices often do not have formal ties with
other providers, nor do they have the ability to offer a variety of medical
services, thus reducing their competitive position relative to larger provider
organizations. These smaller practices often have higher operating costs because
overhead must be spread over a relatively small revenue base and have minimal
purchasing power compared with suppliers.

A significant and increasing portion of the net revenues of podiatric
practices are expected to be derived from managed care payors. Although rates
paid by managed care payors are generally lower than commercial rates, managed
care payors provide access to large patient volumes. AMP intends to assist the
Affiliated Practices to compete effectively in the managed care framework and to
take advantage of the managed care payors' large patient volumes. To this end,
the Company plans to (i) perform analyses of the Regional Group Practices'
markets to develop managed care contracting strategies, (ii) meet with principal

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payors in each market to enhance relationships between the Regional Group
Practices and the payors, (iii) negotiate attractive arrangements with managed
care payors leveraging the Affiliated Practices' combined size, and (iv) market
to managed care payors by emphasizing the Company's disease-specific treatment
programs, treatment protocols, ancillary services and information-sharing
capabilities.

GOVERNANCE

The Company's current governance structure promotes physician participation
in the management of the Company. Four physicians or medical experts will serve
on the Company's Board of Directors. In addition, each Regional Group Practice
will have a Joint Planning Committee whose membership will include an equal
number of representatives from each of the Regional Group Practices and the
Company. The Joint Planning Committee will have responsibilities that include
developing long-term strategic objectives, developing practice expansion and
payor contracting guidelines, promoting practice efficiencies, recommending
significant capital expenditures and facilitating communication and information
exchange between the Company and each of the Regional Group Practices.

Concurrent with the Offering, the Company will create a Medical Policy
Board that will identify and communicate the best medical practices and
protocols. This Medical Policy Board, which will consist primarily of physicians
from Regional Group Practices, will receive managerial and information systems
and administrative support from the Company and develop patient outcome
statistics. The Medical Policy Board will initially consist of Dr. Stanley R.
Kalish D.P.M., F.A.C.F.S. Chairman, Dr. Lawrence B. Harkless D.P.M. Vice
Chairman, and Dr. Bernard J. Hersh, D.P.M., Vice Chairman. See "Management --
Medical Policy Board."

The Company will not exercise any responsibility on behalf of affiliated
physicians that could be construed as affecting the practice of medicine.
Accordingly, the Company believes that its operations do not violate applicable
state laws relating to the corporate practice of medicine. Such laws and legal
doctrines have been subjected to only limited judicial and regulatory
interpretation and there can be no assurance that, if challenged, the Company
would be considered in compliance with all such laws and doctrines. A
determination in any state that the Company is engaged in the corporate practice
of medicine could render any Management Agreement between the Company and a
Regional Group Practice located in such state unenforceable or subject to
modification in a manner adverse to the Company.

OPERATIVE AGREEMENTS

PURCHASE AGREEMENTS

The Purchase Agreements provide that the Company will acquire, and each DPM
will transfer to AMP, certain operating assets and receivables or stock of each
of the Affiliated Practices and AnestheCare, as the case may be. If the
conditions to closing in the Purchase Agreements are satisfied, the Company's
acquisitions of the Affiliated Practices and AnestheCare are expected to be
consummated simultaneously with the closing of the Offering.

SAB 48 TRANSACTIONS

The Purchase Agreements with respect to the initial Affiliated Practices
have the terms set forth below.

CONSIDERATION. The consideration to be paid by the Company for each
initial Affiliated Practice is being determined by arms-length negotiations
between the Company and a representative of each Affiliated Practice. The
aggregate consideration to be paid by the Company for the initial Affiliated
Practices is approximately $32.9 million, including the assumption of $656,000
in indebtedness. The consideration is based upon the Affiliated Practice's gross
revenue, growth potential, quality of patients and service delivery and depth of
presence in its local market.

The consideration to be paid for the initial Affiliated Practices will be
paid by a combination of cash, Common Stock of the Company and the assumption of
certain debt.

COVENANTS. Each DPM agrees under their relevant Purchase Agreement that,
for a period of five years, he or she will not compete with the business of the
Affiliated Practice within 20 miles of any location

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of the Affiliated Practice's Regional Group Practice at which the DPM has
practiced podiatric medicine in the prior year. Each DPM also will agree that
during this time period, he or she will not induce or attempt to induce any
employee of the Regional Group Practice or any of its affiliates to terminate
his or her employment with the Regional Practice Group. Additionally, the
parties to the Purchase Agreement agree not to disclose each other's
confidential information.

INDEMNIFICATION. Under the Purchase Agreements, each DPM (to the extent of
their proportionate interest in the Affiliated Practice) and each Affiliated
Practice will be obligated to indemnify the Company and its subsidiaries for (i)
a breach of any representation, warranty or covenant of the Affiliated Practice
or any owner, (ii) any violation (or alleged violation) by the DPMs, the
Affiliated Practice or past or present affiliates of state or federal laws
governing healthcare fraud and abuse (including, but not limited to, fraud and
abuse in the Medicare and Medicaid programs) occurring on or before the Closing
or any overpayment or obligation (or alleged overpayment or obligation) arising
out of or resulting from claims submitted to any third party payor (including
the Medicare and Medicaid programs) on or before the Closing, or (iii) any
liability under any federal or state securities law or regulation arising out of
or based upon any untrue statement or alleged untrue statement of a material
fact relating to any DPM, the Affiliated Practice (including its subsidiaries)
or their Regional Group Practice and provided to the Company or its counsel by
the Affiliated Practice or its DPMs.

The Company will be obligated under the Purchase Agreements to indemnify
DPMs and the Affiliated Practices for (i) a breach by the Company of any of its
representations, warranties or covenants in the Purchase Agreement and (ii) any
liability under any federal or state securities law or regulation arising out of
or based upon an untrue statement or alleged untrue statement of a material fact
relative to the Company contained in this Prospectus, any preliminary
prospectus, the Registration Statement or any amendment or supplement arising
out of or based upon any omission or alleged omission to state a material fact
necessary to make the statements not misleading.

ACCOUNTING TREATMENT. As a result of the transactions contemplated by the
Purchase Agreements, the historical balance sheet information of the Affiliated
Practices will be combined on an historical cost basis in accordance with
generally accepted accounting principles as if the Affiliated Practices had
always been members of the same group. Cash payments attributed to non-monetary
assets made to DPMs of Affiliated Practices under the Purchase Agreements will
be accounted for as a cash dividend.

CONDITIONS TO CONSUMMATION. The Company's obligation to consummate the
Closing under the Purchase Agreements is subject to a variety of conditions,
including, but not limited to, the following: (i) the formation of the Regional
Group Practice; (ii) the execution by the Regional Group Practice of a
management services agreement; (iii) the delivery of documents of conveyance;
(iv) the acquisition by the Company of all licenses, consents and permits, and
the provision of all notices, necessary for the Company and the Affiliated
Practices to continue their operations; (v) the absence of any injunction or
other proceeding to prohibit the Closing; and (vi) the satisfactory completion
by the Company of its due diligence investigation of the Affiliated Practices
through the Closing.

CONDUCT OF BUSINESS PENDING CLOSING. Pursuant to each Purchase Agreement,
each Affiliated Practice and its DPMs will agree that, until the Closing, the
Affiliated Practice will operate its business only in the usual, regular and
ordinary course, consistent with past practices, and will restrict certain
activities except with the prior written consent of the Company.

TERMINATION. Each Purchase Agreement and the transactions contemplated
thereby may be terminated prior to the Closing by the DPM or the Company if the
acquisition has not been consummated due to the failure of the Offering made
hereby.

RESALES. The Company's Common Stock to be delivered to DPMs under the
Purchase Agreements will not be registered under the Securities Act or any state
securities act and will be offered and sold in reliance upon exemptions from the
registration requirements of the Securities Act and such laws. Thus, Common
Stock issued pursuant to the Purchase Agreements will not be readily
transferable immediately. See "Shares Eligible for Future Sale."

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Pursuant to each Purchase Agreement, each DPM receiving Common Stock has
agreed not to sell or otherwise dispose of any Common Stock during a 180-day
period after the Closing without the prior written consent of the underwriters
of the Offering made hereby.

NON-SAB 48 TRANSACTION

The Purchase Agreement with respect to the AnestheCare Transfer is
substantially similar to the Purchase Agreements with respect to the Affiliated
Practices, except for the noteworthy differences noted below.

The aggregate consideration to be paid for AnestheCare's assets is
$6,500,000, $2,000,000 of which will be held by AMP in escrow pending
AnestheCare's achievement of certain performance targets. Pursuant to employment
agreements with each of Roger Bigham and David LaGuardia (each of whom owns 50%
of AnestheCare), in the event of the termination of the employment of Mr. Bigham
or Mr. LaGuardia by the Company without "Cause" or by such person for "Good
Reason" his options will vest and he will be entitled to receive from such
escrow an amount equal to the greater of (i) his base salary and an annual
target bonus payable over the remainder of his contract term, or (ii) two times
his annual salary plus an annual target bonus. In addition, such person would be
entitled to receive a lump sum payment equal to the total amount of any excise
taxes to which such person may become subject under Section 4999 of the Internal
Revenue Code.

MANAGEMENT AGREEMENTS

The following summary of the Management Agreements is a general summary of
the form of Management Agreement. The Company expects to enter into similar
agreements with the other Affiliated Practices. The terms of the individual
Management Agreements into which the Company may enter in the future may vary
from the description below as a result of negotiations with individual practices
and the requirements of local regulations.

Pursuant to the Management Agreements, the Company, among other things,
will (i) act as the exclusive manager and administrator of non-physician
services relating to the operation of the Regional Group Practices, subject to
matters for which the Regional Group Practices maintain responsibility or which
are referred to the board of managers of the Regional Group Practices, (ii) bill
patients, insurance companies and other third party payors and collect, on
behalf of the Regional Group Practices, the fees for professional medical and
other services rendered, including goods and supplies sold by the Regional Group
Practices, (iii) provide or arrange for, as necessary, clerical, accounting,
purchasing, payroll, legal, bookkeeping and computer services and personnel,
information management, preparation of certain tax returns, printing, postage
and duplication services and medical transcribing services, (iv) maintain
custody of substantially all files and records relating to the operation of the
Regional Group Practices and supervise preparation of patient medical records
(medical records of the Regional Group Practices are confidential and remain the
property of the Regional Group Practices), (v) provide and maintain facilities
for the Regional Group Practices, and provide the Regional Group Practices with
the use of equipment, furniture, fixtures, furnishings and other personal
property, (vi) prepare, in consultation with the Joint Planning Committee and
the Regional Group Practices, all annual and capital operating budgets, (vii)
order and purchase inventory and supplies as reasonably requested by the
Regional Group Practices, (viii) implement, in consultation with the Joint
Planning Committee and the Regional Group Practices, national and local public
relations or advertising programs, (ix) employ or otherwise retain all necessary
management, administrative, clerical, secretarial, bookkeeping, accounting,
payroll, billing and collections, and other personnel, (x) provide financial and
business assistance in the negotiation, establishment, supervision and
maintenance of contracts and relationships with managed care and other similar
providers and payors, (xi) assist each Regional Group Practice in fulfilling its
obligations to its patients to maintain a high quality of medical and
professional services, and (xii) provide such consulting and other advisory
services as requested by each Regional Group Practice in all areas of the
respective Regional Group Practice's business

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functions, including, without limitation, financial planning, acquisition and
expansion strategies, development of long-term business objectives and other
related matters. The Company expects that most employees of the Affiliated
Practices will be retained after the consummation of this Offering.

Under the Management Agreements, the Regional Group Practices will retain
the responsibility for, among other things, (i) hiring, compensating,
supervising, training, evaluating and terminating its physician employees and
certain other medical professionals, (ii) ensuring that physicians have the
required licenses, credentials, approvals and other certifications needed to
perform their duties, (iii) complying with certain federal and state laws and
regulations applicable to the practice of medicine and (iv) matters involving
its corporate governance, employees and similar internal matters, including but
not limited to preparation and the contents of reports to regulatory authorities
and distribution of professional fee income. In addition, the Regional Group
Practices will maintain exclusive control of all aspects of the practice of
medicine and the delivery of medical services.

The Management Agreement provides for the establishment of a Joint Planning
Committee which will consist of three members designated by the Company and
three members designated by the respective Regional Group Practice. The Joint
Planning Committee will be responsible for developing long-term strategic
planning objectives and management policies for the overall operation of each
Regional Group Practice and will have the authority to (i) develop and assist
each Regional Group Practice in implementing both long-term strategic objectives
and short-term operating plans, (ii) prepare proposals and make recommendations
to the Board of Directors of AMP regarding significant capital expenditures,
contractual arrangements, capital improvement and expansion projects on behalf
of each Regional Group Practice, (iii) with assistance of the Company, prepare
the annual capital and operating budgets of each Regional Group Practice, (iv)
consider and make recommendations regarding grievances pertaining to matters not
specifically addressed in the Management Ageeement if such matters are referred
to it by each Regional Group Practice or the Company, (v) make recommendations
to each Regional Group Practice regarding the performance, number and type of
physicians required for the efficient operation of each Regional Group Practice,
and (vi) make decisions and recommendations regarding the business plan of each
Regional Group Practice.

Under the Management Agreements, the Company will collect fees from the
Regional Group Practices on a monthly basis for the services it provides. The
Company will be entitled to reimbursement for group practice expenses, as well
as a service fee that is a negotiated, commercially reasonable percentage of the
Regional Group Practice revenues. The Company will also be entitled to a fee of
approximately 70% of the ancillary revenues net of certain operating expenses of
the Regional Group Practice.

The Management Agreements will have initial terms of 40 years, with
automatic extensions (unless specified notice is given) of additional ten-year
terms. The Management Agreements may be terminated by either party if the other
party (i) files a petition in bankruptcy or other similar events occur or (ii)
defaults on the performance of a material duty or obligation, which default
continues for a specified term after notice, and, in the case of the Regional
Group Practice, has also been approved by 80% of the equity holders of the
Regional Group Practice. In addition, the Company may terminate the agreement if
the Regional Group Practice or any physician (i) engages in conduct or is
formally accused of conduct that would subject his or her license to practice
medicine to be revoked or (ii) is otherwise disciplined by any licensing,
regulatory or professional entity or institution, if the result of any event
described in clause (i) or (ii) reasonably would be expected to materially
adversely affect the Regional Group Practice.

During the term of the Management Agreement and for a period of one year
thereafter, the Regional Group Practices agree not to compete with the Company
in providing services similar to those provided by the Company or by any
Regional Group Practice anywhere generally within 20 miles of any location at
which any physician of the Regional Group Practice has practiced medicine in the
last year. Each Regional Group Practice also agrees that any and all
confidential and proprietary information acquired by the Regional Group Practice
during the term of the Management Agreement is the property of the Company and
agrees to hold in strictest confidence such confidential and proprietary
information. In addition, the

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Physician Engagement Agreement makes the Company a third party beneficiary of
the Physician Engagement Agreement including covenants not to compete with and
not to divulge confidential and properietary information of the Company and the
Regional Group Practice and liquidated damages provisions therein. The Physician
Engagement Agreements generally require the Regional Group Practices to pursue
enforcement of these provisions or to assign to the Company the right to pursue
enforcement. Furthermore, the Company may require the Group Practice to pay
liquidated damages owed by a departing physician before those damages are
collected by the Regional Group Practice.

The Regional Group Practices will be responsible for obtaining professional
liability and worker's compensation insurance for the physicians and other
medical employees of the Regional Group Practices, as well as general liability
umbrella coverage. The Company is responsible for obtaining professional
liability and worker's compensation insurance for employees of the Company and
arranging for general liability and property insurance for the Regional Group
Practices.

The Management Agreements contain indemnification provisions pursuant to
which the Company will indemnify the Regional Group Practices for damages
resulting from negligent acts or omissions by the Company and/or its
stockholders, employees and/or subcontractors (other than the Regional Group
Practice and its employees). In addition, the Regional Group Practices will
indemnify the Company for any damages resulting from any negligent act or
omissions by the Regional Group Practice and/or shareholders, employees and/or
subcontractors (other than the Company or its employees) of the Regional Group
Practices, resulting from claims arising from the performance of medical
services or other intentional or negligent acts or omissions to act. The Company
also agrees to indemnify the Regional Group Practices in connection with its
failure to perform its obligations under the Management Agreement.

PHYSICIAN ENGAGEMENT AGREEMENTS

In addition to becoming a member of a Regional Group Practice, each DPM
will enter into a Physician Engagement Agreement with that Regional Group
Practice. Pursuant to the Physician Engagement Agreements, the Regional Group
Practices will engage the DPMs to provide certain medical services to patients
at the Group Practices offices. During the term of engagement, the DPM will
practice medicine only as a participant in the Regional Group Practice, will
practice medicine on a full-time basis at the Regional Group Practice offices
and will perform such other duties as are reasonably assigned to and accepted by
the DPM including, among other things (i) providing "on duty" and "on call"
services on an equal rotating basis with other physician members of the Regional
Group Practice, (ii) keeping and maintaining on a timely basis appropriate
records relating to all professional services rendered and attending to all
billing reports, claims and correspondence required in connection with services
rendered, and (iii) complying with reasonable and necessary policies and
procedures adopted by the Regional Group Practice. In addition, the DPM will
continue to be licensed to practice medicine, will be or will become Board
certified, will participate in continuing medical education programs and
seminars, and will obtain and maintain an American Podiatric Medical Association
C.M.E. certificate, or its equivalent. The DPM will also take any action
reasonably required to obtain key man life insurance covering the DPM and naming
the Regional Group Practice and/or its management services provider as exclusive
beneficiaries.

Each Physician Engagement Agreement has an initial term of five years
(unless terminated as set forth below) and is automatically renewed for
successive two year-period unless terminated in accordance the agreement terms
(the "Term"). Termination occurs upon (i) the death of the DPM, (ii) the
disability of the DPM, or (iii) at the Regional Group Practice's option for
"cause," which term includes (a) the failure of the DPM to perform the duties
required in a reasonably satisfactory manner, (b) material dishonesty, fraud or
gross negligence by the DPM, (c) the conviction of the DPM of a felony or other
crime involving moral turpitude, (d) violation of the non-competition or
non-disclosure provisions of the Physician Engagement Agreement, (e) unlawful
use or other misuse of drugs or alcohol by the DPM, (f) failure by the DPM to
maintain DPM's license to practice, (g) failure to obtain and/or maintain Board
certification in podiatric medicine by an acceptable certifying organization
within two years, or (h) the termination, cancellation or revocation of the
medical malpractice insurance due to an act or omission by the DPM.

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For a period beginning at the beginning of the Term and ending one year
after the end of the Term, the DPM may not, without consent of the Regional
Group Practice own an entity engaged in a business the same as or substantially
similar to the business of a Regional Group Practice or in a business that
competes in any manner with the business of the Regional Group Practice and that
is generally located or intended to be located within a radius of 20 miles of
the offices of the Regional Group Practice at which the DPM has practiced
podiatry in the last year. In addition, the DPM may not, during the same period,
disclose or use any confidential material relating to any aspect of the business
of the Regional Group Practice or any information regarding business methods,
policies, procedures, techniques or trade secrets of the Regional Group
Practice, its affiliates or entities in which the Regional Group Practices have
an interest. The DPM may not act for any person or entity which employs or
contracts with any person or entity employed by or an agent or consultant to the
Regional Group Practice. Finally, in the event that the DPM terminates the
Physician Engagement Agreement, the DPM must pay liquidated damages in an amount
approximately equal to the twelve months of the Affiliated Practice expenses
attributable to the DPM and agreed to by the Company at the time the Purchase
Agreement was executed.

In addition, the Company has agreed to make available to each DPM owner, a
loan in an amount equal to the difference between 90% of the prior year's level
of distributions and the current period's level of distributions from the
practice for the first three months and the difference between 80% of the prior
year's level of distribution and the current period's level of distribution for
the second three months following the Offering. The loan, if drawn, is repayable
over two years and bears a market rate of interest.

COMPETITION

The Company competes with many other entities to affiliate with podiatric
practices. Several companies that have established operating histories and
greater resources than the Company are pursuing the acquisition of the assets of
general and specialty practices and the management of such practices. Physician
practice management companies and some hospitals, clinics and HMOs engage in
activities similar to the activities of the Company. There can be no assurance
that the Company will be able to compete effectively with these competitors,
that additional competitors will not enter the market or that this competition
will not make it more difficult to affiliate with, and to enter into agreements
to provide management services to, practices on terms beneficial to the Company.

Regional Group Practices will compete with other local podiatric care
service providers, as well as some managed care organizations. The Company
believes that changes in government and private reimbursement policies and other
factors have resulted in increased competition for consumers of medical
services. The Company believes that the cost, accessibility and quality of
services provided are the principal factors that affect competition. There can
be no assurance that the Regional Group Practices will be able to compete
effectively in the markets that they serve. The inability of the Regional Group
Practices to compete effectively would materially adversely affect the Company.

Further, the Regional Group Practices compete with other providers for
managed care podiatric care contracts. The Company believes that trends toward
managed care have resulted in increased competition for these contracts. Other
practices and management service organizations may have more experience than the
Regional Group Practices and the Company in obtaining these contracts. There can
be no assurance that the Company or the Regional Group Practices will be able to
successfully acquire sufficient managed care contracts to compete effectively in
the markets they serve. The inability of the Regional Group Practices to compete
effectively for these contracts could materially adversely affect the Company.

GOVERNMENT REGULATION

The delivery of health care services has become one of the most highly
regulated of professional and business endeavors in the United States. Both the
federal government and the individual state governments are responsible for
overseeing the activities of individuals and businesses engaged in the delivery
of health care services. Federal law and regulations are based primarily upon
the Medicare program and the Medicaid program, each of which is financed, at
least in part, with federal funds. State jurisdiction is based upon the state's
interest in regulating the quality of health care in the state, regardless of
the source of payment.

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The Company believes its operations will be in material compliance with
applicable laws; however, the Company has not received or applied for a ruling
from any federal or state judicial or regulatory authority to this effect, and
many aspects of the Company's business operations have not been the subject of
state or federal regulatory interpretation.

FEDERAL LAW

The federal health care laws apply in any case in which a Regional Group
Practice is providing an item or service that is reimbursable under Medicare or
Medicaid or other federal health care programs or in which the Company is
claiming reimbursement from Medicare, Medicaid other federal health care
programs or, in some instances, other third party payors on behalf of physicians
with whom the Company has a Management Agreement. The principal federal laws
include those that prohibit the filing of false or improper claims, those that
prohibit unlawful inducements for the referral of business reimbursable under
Medicare or Medicaid or other federal healthcare programs and those that
prohibit the provision of certain services by (a) a provider to a patient if the
patient was referred by a physician with which the provider has certain types of
financial relationships or (b) a provider who is excluded from Medicare,
Medicaid or other federal health care programs.

FALSE AND OTHER IMPROPER CLAIMS. The federal government is authorized to
impose criminal, civil and administrative penalties and/or exclusions on any
health care provider and its officers, directors, and in certain limited
circumstances, its owners that files a false claim or a pattern of claims based
on a code that the provider has reason to know will result in greater payments
than appropriate, claims for items or services not medically necessary, or for
the offer, solicitation, payment or receipt of anything of value (direct or
indirect, overt or covert, in cash or in kind), that is intended to induce the
referral of federal health care program patients or the ordering of items or
services reimbursable under those programs or the recommendation of, or the
arranging for, the provision of items or services reimbursable under Medicare
and Medicaid. Civil monetary penalties can also be imposed if a person
"arranges or contracts" with a person excluded from a federally funded health
care program, if they knew or should have known such person was excluded for
reimbursement from Medicare or Medicaid. Criminal penalties are also available
in the case of claims filed with private insurers if the government can show
that the claims constitute mail fraud, wire fraud, health care fraud, theft, or
embezzlement in connection with health care or false statements relating to
healthcare matters. While the criminal statutes are generally reserved for
instances evincing an obviously fraudulent intent, the criminal and
administrative penalty statutes are being applied by the government in an
increasingly broad range of circumstances. The government has taken the
position, for example, that a pattern of claiming reimbursement for unnecessary
services violates these statutes if the claimant should have known that the
services were unnecessary. The government has also taken the position that
claiming reimbursement for services that are substandard is a violation of these
statutes if the claimant should have known that the care was substandard. The
government, in cases of suspected fraud, can freeze the assets of a health care
provider and in the case of a federal health care offense can order the
forfeiture of assets that constitute or are derived from proceeds traceable to
the offense.

The Company believes that its billing activities on behalf of the Regional
Group Practices will be in material compliance with these laws, but there can be
no assurance that the Company's activities will not be challenged or scrutinized
by government authorities. A determination that the Company had violated these
laws could have a material adverse effect on the Company.

ANTI-KICKBACK LAW. A federal law commonly known as the "Anti-Kickback
Law" prohibits the offer, solicitation, payment or receipt of anything of value
(direct or indirect, overt or covert, in cash or in kind), that is intended to
induce the referral of federal health care program patients or the ordering of
items or services reimbursable under those programs. The law also prohibits
remuneration that is intended to induce the recommendation of, or the arranging
for, the provision of items or services reimbursable under Medicare and
Medicaid. The law has been broadly interpreted by a number of courts to prohibit
remuneration that is offered or paid for otherwise legitimate purposes if the
circumstances show that one purpose of the arrangement is to induce referrals.
Even bona fide investment interests in a health care provider may be questioned
under the Anti-Kickback Law if the government concludes that the opportunity

34
<PAGE>
to invest was offered as an inducement for referrals. The penalties for
violations of this law include criminal sanctions and exclusion from the federal
health care program.

In part to address concerns regarding the implementation of the
Anti-Kickback Law, the federal government in 1991 published regulations that
provide exceptions or "safe harbors" for certain transactions that will not be
deemed to violate the Anti-Kickback Law. Among the safe harbors included in the
regulations were provisions relating to the sale of physician practices,
management and personal services agreements and employee relationships.
Subsequently, regulations were published offering safe harbor protection to
additional activities, including referrals within group practices consisting of
active investors. Proposed amendments clarifying the existing safe harbor
regulations were published in 1994. If any of the proposed regulations are
ultimately adopted, they would result in substantive changes to existing
regulations. The failure of an activity to qualify under a safe harbor
provision, while potentially leading to greater regulatory scrutiny, does not
render the activity illegal.

There are several aspects of the Company's relationships with physicians to
which the Anti-Kickback Law may be relevant. In some instances, for example, the
government may construe some of the marketing and managed care contracting
activities of the Company as arranging for the referral of patients to the
physicians with whom the Company has a Management Agreement.

Although neither the investments in the Company by physicians nor the
Management Agreements between the Company and the Regional Group Practices
qualify for protection under the safe harbor regulations, the Company does not
believe that these activities fall within the type of activities the Anti-
Kickback Law was intended to prohibit. A determination that the Company had
violated the Anti-Kickback Law would have a material adverse effect on the
Company.

The Civil Monetary Penalties law also prohibits offering remuneration
prohibited under the anti-kickback laws and offering remuneration to an
individual eligible for Medicare or Medicaid benefits to induce that person to
order or receive any reimbursable item or service from a particular person.
Violations of the Civil Monetary Penalties law can result in the imposition of
significant civil penalties.

STARK SELF-REFERRAL LAW. The Stark Self-Referral Law (the "Stark Law")
prohibits a physician from referring a patient to a health care provider for
certain designated health services reimbursable by Medicare or Medicaid if the
physician has a financial relationship with that provider, including an
investment interest, a loan or debt relationship or a compensation relationship.
In addition to the conduct directly prohibited by the law, the statute also
prohibits schemes that are designed to obtain referrals indirectly that cannot
be made directly. The penalties for violating the law include (i) a refund of
any Medicare or Medicaid payments for services that resulted from an unlawful
referral, (ii) civil fines, and (iii) exclusion from the Medicare and Medicaid
programs.

The Company does not currently provide any designated health service under
the Stark Law. However, because the Company will provide management services
related to those designated health services provided by physicians affiliated
with the Regional Group Practices, there can be no assurance that the Company
will not be deemed the provider for those services for purposes of the Stark Law
and, accordingly, the recipient of referrals from physicians affiliated with the
Regional Group Practices. In that event, such referrals will be permissible only
if (i) the financial arrangements under the Management Agreements with the
Regional Group Practices meet certain exceptions in the Stark Law and (ii) the
ownership of stock in the Company by the referring physicians meets certain
investment exceptions under the Stark Law. The Company believes that the
financial arrangements under the Management Agreements qualify for applicable
exceptions under the Stark Law. However, there can be no assurance that a review
by courts or regulatory authorities would not result in a contrary
determination. In addition, the Company will not meet the Stark Law exception
related to investment interest until the Company's stockholders' equity exceeds
$75 million.

STATE LAW

STATE ANTI-KICKBACK LAWS. Many states have laws that prohibit payment of
kickbacks in return for the referral of patients. Some of these laws apply only
to services reimbursable under state Medicaid programs.

35
<PAGE>
However, a number of these laws apply to all health care services in the state,
regardless of the source of payment for the service. Based on court and
administrative interpretation of federal anti-kickback laws, the Company
believes that these laws prohibit payments to referral sources where a purpose
for payment is for the referral. However, the laws in most states regarding
kickbacks have been subjected to limited judicial and regulatory interpretation.
Therefore, no assurances can be given that the Company's activities will be
found to be in compliance. Noncompliance with these laws could have an adverse
effect upon the Company and subject it and physicians affiliated with the
Regional Group Practices to penalties and sanctions.

STATE SELF-REFERRAL LAWS. A number of states have enacted self-referral
laws that are similar in purpose to the Stark Law but which impose different
restrictions. Some states, for example, only prohibit referrals when the
physician's financial relationship with a health care provider is based upon an
investment interest. Other state laws apply only to a limited number of
designated health services. Some states do not prohibit referrals but require
only that a patient be informed of the financial relationship before the
referral is made. The Company believes that its operations are in material
compliance with the self-referral law of the states in which the Regional Group
Practices are located.

FEE-SPLITTING LAWS. Many states prohibit a physician from splitting with a
referral source the fees generated from physician services. Other states have a
broader prohibition against any splitting of a physician's fees, regardless of
whether the other party is a referral source. In most states, it is not
considered to be fee-splitting when the payment made by the physician is
reasonable reimbursement for services rendered on the physician's behalf.

The Company will be reimbursed by physicians on whose behalf the Company
provides management services. The compensation provisions of the Management
Agreements have been designed to comply with applicable state laws relating to
fee-splitting. There can be no certainty, however, that if challenged, the
Company and its Regional Group Practices will be found to be in compliance with
each state's fee-splitting laws. A determination in any state that the Company
is engaged in any unlawful fee-splitting arrangement could render any service
Management Agreement between the Company and a Regional Group Practice located
in such state unenforceable or subject to modification in a manner adverse to
the Company.

CORPORATE PRACTICE OF MEDICINE. Most states prohibit corporations from
engaging in the practice of medicine. Many of these state doctrines prohibit a
business corporation from employing a physician. States differ, however, with
respect to the extent to which a licensed physician can affiliate with corporate
entities for the delivery of medical services. Some states interpret the
"practice of medicine" broadly to include activities of corporations such as
the Company that can have an indirect impact on the practice of medicine, even
where the physician rendering the medical services is not an employee of the
corporation and the corporation exercises no discretion with respect to the
diagnosis or treatment of a particular patient.

INSURANCE LAWS. Laws in all states regulate the business of insurance and
the operation of HMOs. Many states also regulate the establishment and operation
of networks of health care providers. While these laws do not generally apply to
companies that provide management services to networks of physicians, there can
be no assurance that regulatory authorities of the states in which the Company
operates would not apply these laws to require licensure of the Company's
operations as an insurer, as an HMO or as a provider network. The Company
believes that its proposed operations are in compliance with these laws in the
states in which it currently does business, but there can be no assurance that
future interpretations of insurance and health care network laws by regulatory
authorities in these states or in the states into which the Company may expand
will not require licensure or a restructuring of some or all of the Company's
operations.

EMPLOYEES AND AFFILIATED PERSONS

Upon the consummation of the Offering, the Company expects to employ about
175 staff personnel of the initial Affiliated Practices and 25 people at the
corporate headquarters in Houston, Texas. In addition, AMP intends to make
available benefits to the approximately 64 DPMs and employees of the Regional
Group Practices. The Company intends to outsource the personnel administration
function as well as the benefits component to a Professional Employer
Organization and is currently in the process of evaluating and selecting a
provider. The Company feels this will enable it to more efficiently manage human
resource

36
<PAGE>
risks, implement the management of a geographically diversified workforce more
quickly, offer a more comprehensive benefits packages, and realize overall cost
efficiencies. As the Company grows, it will continually reevaluate this
decision, and may eventually decide to hire additional employees to perform
these functions. The Company believes that its relationship with its employees
is good. None of the Company's employees have entered into a collective
bargaining agreement.

LEGAL PROCEEDINGS AND INSURANCE

The Company is not party to any litigation. However, if the Regional Group
Practices become subject to litigation involving medical malpractice or any
other claims, the Company may be implicated or become involved. The Company has
acquired medical malpractice insurance that will be effective upon consummation
of the Offering. See "Risk Factors -- Liability and Insurance Risks Associated
with Podiatry Practices." In addition, in connection with the purchase of the
stock of certain Affiliated Practices, the Company will assume certain
liabilities of such practices.

PROPERTIES

The Company leases approximately 7,544 square feet of office space at its
headquarters in Houston, Texas. In addition, in connection with the
Transactions, the Company will enter into leases for the facilities utilized by
the initial Affiliated Practices.

37
<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The authorized number of directors on the Company's Board will be seven.
Immediately prior to the closing of the Offering, the Board will be divided into
three classes, as nearly equal in number as possible, with the initial term of
office of Class I directors to expire at the first annual meeting of
stockholders, the initial term of office of Class II directors to expire at the
second annual meeting of stockholders and the initial term of office of Class
III directors to expire at the third annual meeting of stockholders, each class
of directors to hold office until their successors have been duly elected and
qualified. The Class III Directors will be Mr. McCrary, Mr. Bertsch and Dr.
Kalish. The Class II Directors will be Dr. Hartley and Mr. Bace. The Class I
Directors will be Dr. Huge and another DPM to be elected by the holders of Class
B Common Stock.

The table below sets forth information with respect to those individuals
who are currently expected to serve as directors and executive officers of the
Company immediately following the Closing.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---------------------------------------- --- ---------------------------------------------------------------
<S> <C>
Jack N. McCrary......................... 60 Chairman of the Board of Directors, President and Chief
Executive Officer
Wayne A. Bertsch........................ 55 Senior Vice President, Chief Financial Officer,
Treasurer and Director
Randy E. Johnson........................ 42 Senior Vice President -- Regional Operations Officer
Kenneth Arrowood........................ 58 Vice President -- Development
Roger Bigham............................ 45 Vice President of the Company and Chief Operating Officer of
AnestheCare
Joseph D. Grau.......................... 42 Vice President -- Regional Operations Officer
David LaGuardia......................... 37 Vice President -- Ancillary Support Services
Cecil R. Pickens........................ 33 Vice President and Chief Accounting Officer
John S. Bace, CFA....................... 65 Director
Dr. S.F. "Charley" Hartley, D.P.M.,
F.A.C.F.S............................. 53 Director
Dr. Donald S. Huge, M.D................. 67 Director
Dr. Stanley R. Kalish, D.P.M.,
F.A.C.F.S............................. 51 Director and Chairman, Medical Policy Board
</TABLE>
JACK N. MCCRARY has been Chairman, President and Chief Executive Officer of
the Company since March 1996 and is a founder and organizer of the Company. Mr.
McCrary has been active in the executive management of entities involved in the
U.S. health care industry since 1970. Most recently, he co-founded five Houston,
Texas medical facilities and he served as Vice Chairman of Doctors Hospital
Airline and Vice Chairman and President of Doctors Hospital East Loop, Kingwood
Plaza Hospital, Plaza Rehabilitation Hospital at Kingwood and Kingwood Medical
Plaza. Since 1995, these organizations have been in the process of winding
down/selling their operations to Columbia/HCA. Prior to this, Mr. McCrary was
with Lifemark Corporation as its Chief Financial Officer, which included
corporate development responsibilities. During his years at Lifemark, Mr.
McCrary served in the capacities of Director, Member of the Executive Committee,
Member of the Finance Committee and President of two of Lifemark's operating
subsidiaries. Mr. McCrary has also been responsible for developing 13
lithotripter centers, while serving as the founding President of URO-Tech
Corporation and has served as President of Medi-Magnetics, Inc., a medical
device company. Mr. McCrary also has served as the Chairman of the Board of
Trustees of the Texas A&M Research Foundation since November 1989. Mr. McCrary
received a B.S. in Mechanical Engineering from Texas A&M University in 1959 and
an M.B.A. from Harvard Graduate School of Business Administration in 1965 and
completed the Executive Advanced Management Program at the University of Texas
in 1968.

WAYNE A. BERTSCH has been Senior Vice President, Chief Financial Officer
and Treasurer since October 1997. Mr. Bertsch was previously Vice
President -- Regional Operations Officer of the Company from August 1996 to
August 1997. From September 1995 to August 1996, Mr. Bertsch served as Business

38
<PAGE>
Manager of Hermann Hospital Home Health, an agency based in a large,
not-for-profit, university-affiliated medical center. Mr. Bertsch was associated
with Medical Innovations, Inc. as a Director of its Hospital Home Care Division
from January 1993 to August 1995. He also served as Vice President-Finance for
Preferred Homecare, Inc. and a related entity, Preferred Pharmacy, Inc., from
April 1991 to December 1992. Mr. Bertsch has been active in the U.S. health care
industry in various capacities since 1970, including 14 years with Lifemark
Corporation where he had increasing roles of responsibility in the financial and
operational performance of Lifemark. He has been responsible for cash management
billing and collection of professional and management fees, and audited
financial and operational reporting, for partnerships and corporations. Mr.
Bertsch received a B.A. in Economics and Business Administration in 1965, a B.S.
in Accounting in 1966 from Rice University and is a Certified Public Accountant.

RANDY E. JOHNSON has been Senior Vice President-Regional Operations Officer
for the Regional Group Practices of Atlanta, Houston, Miami and South Texas
since October 1997 and was Vice President -- Regional Operations Officer of AMP
from August 1996 to August 1997. From February 1991 to August 1996, Mr. Johnson
held various senior operating management positions with Mid-America Health Care
Group and some of its affiliated hospital organizations, including serving as
the organizing and founding Administrator at Kingwood Plaza Rehabilitation
Hospital. He has held various senior management positions over entities involved
in the U.S. health care market since September 1979. Mr. Johnson received an
B.B.A. in Finance from the University of Texas in 1979 and an M.S. in Health
Service Administration from the University of Houston at Clear Lake in 1981.

KENNETH R. ARROWOOD joined the Company as Vice President-Development on
September 9, 1997. Prior to that he had been a consultant for the Company since
April 1997. Before joining the Company, Mr. Arrowood served for two years as the
Chief Executive Officer & Founder of Management Service Organization, Inc., a
physician practice management company. Prior to Management Services
Organization, Inc., Mr. Arrowood has served as the Chief Executive Officer &
Founder of Provider Management Services, Inc., an orthopedic, imaging and
physical therapy practice management company since 1989. Prior to 1989, Mr.
Arrowood served as the Chief Executive Officer & Founder for The Gains Group,
Inc., a physician recruiting and turn-key medical practice installation
consultant for hospitals from 1988 to 1989, and as Chief Executive Officer &
Founder for the Allenwood Group, Inc., a national executive recruitment and
Human Resource consulting firm from 1979 to 1986.

ROGER BIGHAM is the Company's Vice President and will serve as the Chief
Operating Officer of AnestheCare, Inc., which will become a wholly-owned
subsidiary of the Company upon its acquisition by the Company in connection with
the Offering. Mr. Bigham was the President and CEO of Pyramid Anesthesiology
Group, Inc. and AnestheCare (collectively "AnestheCare") from 1984 to the time
of his joining the Company. In addition to serving as a certified registered
nurse anesthetist, Mr. Bigham has served as a clinical instructor at Mission
Memorial Hospital from 1977-1982, and as a head of the Anesthetist Department
for Humana Hospitals from 1984-1987. Mr. Bigham earned his Registered Nurse
Associate Degree from Pima College in Tucson, Arizona and in 1982 his B.S. in
Nurse Anesthesiology at Warren Wilson College in Swannanoa, North Carolina. Mr.
Bigham is an active member in the Anesthesia Administrators Assembly, the
Ambulatory Surgery Society, the Financial Management Society, the Healthcare
Financial Management Association, the American College of Healthcare Executives,
and the American Association of Nurse Anesthetists.

JOSEPH D. GRAU serves as the Vice President -- Regional Operations Officer
for the Regional Group Practices of North Texas, St. Louis, and Maryland. From
February 1994 to the time of his joining the Company, Mr. Grau was President,
Southwest Region for Physician Management Group, Inc. ("Physician
Management"). At Physician Management, Mr. Grau was responsible for analyzing,
evaluating, and providing creative solutions in connection with this provision
of practice management consultative services to numerous medical practices. From
March 1989 to January 1994, Mr. Grau served as Vice President of Nix Healthcare
System, a multi-facility hospital management company. From April 1987 to
February 1989, Mr. Grau served as the Administrator of Willis-Knighton South
Hospital, prior to which Mr. Grau served from July 1985 to March 1987 as the
Executive Director of Riverside Community Hospital and Byrd

39
<PAGE>
Memorial Hospital both hospitals being owned by American Medical International,
Inc. From March 1984 to July 1985, Mr. Grau was the Administrator of Littlefield
Medical Center. Mr. Grau has been involved in healthcare since 1978. Mr. Grau
received his B.A. in accounting in 1976 and his M.B.A. in 1979, both from Auburn
University.

DAVID LAGUARDIA will join the Company upon the Offering as its Vice
President--Ancillary Support Services. In 1984, Mr. LaGuardia co-founded
AnestheCare, serving as its Vice President and Chief Financial Officer, and in
1987 Mr. LaGuardia co-formed Professional Therapy Service Incorporated, now
Georgia Rehabilitation Corporation, Inc. ("GRC") serving as its President and
Chairman. Mr. LaGuardia continues his involvement in AnestheCare and GRC. Mr.
LaGuardia is a board certified registered nurse anesthetist, having received his
nurse anesthetist certificate from Montgomery School of Anesthesia in
Philadelphia in 1980 and his board certification in 1983.

CECIL R. PICKENS is the Company's Vice President and Chief Accounting
Officer. From November 1995 to February 1997, Mr. Pickens served as the
Corporate Controller for American Ophthalmic, Inc., a physician practice
management company specializing in ophthalmology. Mr. Pickens' responsibilities
at American Ophthalmic included internal and external financial reporting,
budgeting and analysis, and the establishment of accounting policies and
procedures. Prior to American Ophthalmic, from May 1992 to October 1995, Mr.
Pickens was with OccuSystems, Inc., a physician practice management company,
specializing in occupational medicine, where he held the positions of Director
of Managed Care Information and Corporate Controller. From July 1986 to February
1992, Mr. Pickens was employed by KPMG Peat Marwick in various accounting
capacities resulting in his becoming an Audit Manager in 1991. Mr. Pickens
graduated from the University of Texas at Austin with a B.B.A. in accounting in
May 1986 and is a Certified Public Accountant.

JOHN S. BACE, CFA, has agreed to serve as a Director of the Company upon
consummation of the Offering. Mr. Bace is a private investor and currently
serves in the capacity of Chairman or Trustee of several charitable trusts and
foundations. From 1976 until October 1994, Mr. Bace served as Executive Vice
President, Principal, and Director of Eagle Management and Trust Company, an
investment management firm with assets in excess of $1 billion. Mr. Bace
received his Masters of Business Administration in 1959 from the University of
Texas where he has for the last three years served as Investment Counselor to
the MBA Investment Fund, University of Texas in Austin. Mr. Bace has been a
member of the Association of Investment Management and Research since 1970, and
since 1974 has been a member of the Institute of Chartered Financial Analysts.

DR. S.F. "CHARLEY" HARTLEY, D.P.M., F.A.C.F.S. has agreed to become a
Director of the Company upon consummation of the Offering and has been a
practicing podiatrist in S.F. Hartley, D.P.M., P.C. since 1979. Dr. Hartley has
been a member of the Harris County Podiatry Association since 1979, having
served as its President in 1983-1984, has been a member of the Texas Podiatry
Medical Association since 1979, having served as its President in 1992-1993, has
been a member of the American Podiatry Medical Association since 1979, has
served as a Delegate of the American Podiatry Medical Association House of
Delegates since 1993 and, since 1987, has been a member of the Academy of
Podiatric Sports Medicine. Dr. Hartley graduated from the University of Houston
with a B.S. in Biology and from the Illinois College of Podiatric Medicine with
a Doctor of Podiatric Medicine. Dr. Hartley is Board Certified by the American
Board of Podiatric Surgery.

DR. DONALD S. HUGE, M.D. has agreed to serve on the Board of Directors of
AMP upon consummation of the Offering. Dr. Huge has served as the National
Medical Director and Vice President of Chapman Schewe, Inc., a benefit
consulting firm since March 1997. From July 1995 to February 1997, he served as
the Medical Director for HMO Texas, where he was responsible for medical
management, utilization, concurrent review and case management, quality
assurance and quality improvement. Dr. Huge served as Senior Medical Director
for Sanus/NYL Care from June 1993 to June 1995, and from March 1992 to May 1995
he worked with MetLife/United where he served as both Network Director and
Medical Director. Prior to assuming his various medical directorship positions,
Dr. Huge was a practicing physician for 23 years. Dr. Huge has been a member of
the American College of Medical Quality since 1992 and served as

40
<PAGE>
its President from 1994 to 1996. Dr. Huge has served on the Board of Trustees of
Park Plaza Hospital, and the Visiting Nurses Association, and has served on the
utilization committees of Park Plaza Hospital, Hermann Hospital and Diagnostic
Center Hospital. Dr. Huge received his B.A. degree in 1953 from Southern
Methodist University, Dallas, Texas, and his Medical Degree from Baylor College
of Medicine, Houston, Texas, in 1957.

DR. STANLEY R. KALISH, D.P.M., F.A.C.F.S. has agreed to become a Director
of the Company and the Chairman of the Medical Policy Board upon consummation of
the Offering. Dr. Kalish has been a practicing podiatrist in Atlanta Foot & Leg
Clinic, P.A. since 1974, is an accomplished author and lecturer and has designed
several surgical instruments. Dr. Kalish has been an active member and Diplomat
of the American Board of Podiatric Surgery since 1976, has been a Fellow of the
American College of Foot Surgery (F.A.C.F.S.) since 1976, has been a member of
the American College of Podiatrics and since 1980 has been a Fellow of the
American College of Podiatric Dermatology. Dr. Kalish graduated in 1967 with a
B.A. in Biology from Adelphi University and received his Doctor of Podiatric
Medicine in 1971 from the New York College of Podiatric Medicine.

MEDICAL POLICY BOARD

Concurrently with the Offering, the Company will create a Medical Policy
Board to identify and communicate the best medical practices and protocol. The
initial Medical Policy Board will consist of the following three members:

NAME AGE POSITION
- ---------------------------------------- --- ---------------
Dr. Stanley R. Kalish, D.P.M.,
F.A.C.F.S............................. 51 Chairman
Dr. Lawrence B. Harkless, D.P.M......... 46 Vice Chairman
Dr. Bernard J. Hersh, D.P.M............. 62 Vice Chairman

DR. STANLEY R. KALISH, D.P.M., F.A.C.F.S. See "Management -- Directors and
Executive Officers."

DR. LAWRENCE B. HARKLESS, D.P.M. will serve as a Vice Chairman on the
Medical Policy Board upon consummation of the Offering. Since September 1993,
Dr. Harkless has been a Professor in the Department of Orthopaedics and a
Director of the Podiatry Residency Training Program (the "UT Program") at the
University of Texas Health Science Center at San Antonio. From September 1987
until September 1993 he was a Clinical Professor and Director of the UT Program.
Dr. Harkless received his B.S. from California College of Podiatric Medicine in
San Francisco, California in 1973 and his D.P.M. from the same institution in
1975.

DR. BERNARD J. HERSH, D.P.M. has agreed to serve as a Vice Chairman of the
Medical Policy Board upon consummation of the Offering. Dr. Hersh was National
President of the American Association of Hospital Podiatrists and has been
involved in the American Academy of Podiatric Sports Medicine and the Texas
Podiatric Medical Association, among other professional associations. Since
1959, Dr. Hersh has been in private practice in Bernard J. Hersh, D.P.M., a sole
proprietorship. Dr. Hersh received his D.P.M. in 1959 from Temple University
College of Podiatric Medicine.

BOARD OF DIRECTORS, MEDICAL POLICY BOARD AND COMMITTEES

DIRECTOR COMPENSATION

Following the closing of the Offering, it is anticipated that non-employee
directors of the Company will receive a fee of $2,000 for each meeting of the
Board attended in person and $500 for each Board meeting attended
telephonically. For each committee meeting not held in conjunction with a Board
meeting, each non-employee director will receive a fee of $1,000 for each such
meeting attended in person. All directors will be reimbursed for expenses
incurred in the performance of their duties. Each non-employee director will
receive a non-qualified option to purchase shares of Common Stock
exercisable at the Offering price, upon being elected a director.

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<PAGE>
MEDICAL POLICY BOARD

Following the closing of the Offering, it is anticipated that those serving
in the capacity of Chairman or Vice Chairman of the Medical Policy Board will
receive a fee of $2,000 for each Medical Policy Board meeting attended in person
and $500 for each Medical Policy Board meeting attended telephonically. All
members of the Medical Policy Board will be reimbursed for expenses incurred in
the performance of their duties. Each member of the Medical Policy Board will
receive a non-qualified option to purchase shares of Common Stock
exercisable at the Offering price, upon joining the Medical Policy Board.

EXECUTIVE COMMITTEE

Under the Company's Articles and Bylaws, the Board may by resolution
appoint from its membership, annually, an executive committee of two or more
directors, which shall include the Chief Executive Officer and the Chief
Financial Officer of the Company. The Board may designate in such resolution one
or more directors as alternate members of the Executive Committee, who may
replace any absent or disqualified member at any meeting of the committee. The
Executive Committee, during the intervals between meetings of the Board, will
have authority and power to act on behalf of the Board as provided in the
Bylaws. After the Offering, the initial members of the Executive Committee are
expected to be Messrs. McCrary and Bertsch.

OTHER COMMITTEES

The Board may, by resolution adopted by a majority of the authorized number
of directors, designate one or more other committees, each consisting of two or
more directors, to serve at the pleasure of the Board. The Board may designate
one or more directors as alternate members of any committee, who may replace any
absent member at any meeting of the committee. Any such committee shall have
authority to act in the manner and to the extent provided in the resolution of
the Board and may have all the authority of the Board, except with respect to
the limitations as set forth in the Bylaws.

Following the Closing, the Board is expected to have the following
committees, in addition to the Executive Committee, and the following respective
initial members (i) the Audit Committee (Mr. Bace and Dr. Huge), (ii) the
Finance and Strategic Planning Committee (Messrs. McCrary, Bertsch and one
Independent Director) and (iii) the Compensation Committee (Mr. McCrary, Mr.
Bace and Dr. Huge).

EXECUTIVE COMPENSATION

AMP has not conducted and will not conduct on-going non-developmental
business activities until the initial Affiliated Practice affiliations and the
Offering are complete. Until the Offering, AFC has paid the salaries of persons
who are executive officers and employees of AMP. Prior to the Offering, Jack N.
McCrary, Chairman, Chief Executive Officer and President of AMP, accrued salary
of $150,000 for the fiscal year ended December 31, 1996. Such salary was
incurred by AFC in connection with the affiliations and will be assumed by AMP
under the Reimbursement Agreement. Mr. McCrary's accrued salary will be paid
with a portion of the proceeds of the Offering and, in addition, Mr. McCrary has
received 52,500 membership interests of AFC. Other than Mr. McCrary, there have
been no executive officers who have earned $100,000 in any single completed
fiscal year since the Company's inception.

The Company has entered into employment agreements with Mr. McCrary, Wayne
A. Bertsch, Randy E. Johnson, Roger Bigham and David LaGuardia pursuant to which
these officers will be paid annual salaries of $300,000, $180,000, $180,000,
$150,000 and $150,000, respectively.

INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN

The Company has adopted the 1997 Incentive and Non-Qualified Stock Option
Plan (the "1997 Plan") to provide incentives to attract and retain directors,
officers, advisors, consultants and key employees. After the Offering, the 1997
Plan will be administered by the Company's Board of Directors or a committee
composed of members of the board (the "Plan Administrator"). Officers,
directors, employees of the Company, consultants and advisors to the Company are
eligible to receive awards under the 1997 Plan, at the Plan Administrator's
discretion.

42
<PAGE>
Awards available under the 1997 Plan include: (i) Common Stock purchase
options; (ii) stock appreciation rights; (iii) restricted stock; (iv) deferred
stock; (v) performance shares and (vi) other stock-based awards. The Company has
reserved up to 8% of the shares of its Common Stock for granting of awards under
the 1997 Plan. Under the terms of the 1997 Plan, the Plan Administrator retains
discretion, subject to plan limits, to modify the terms of outstanding awards
and to reprice awards.

The Company has granted options to purchase shares of Common Stock equal to
3.34% of the shares of Common Stock to be outstanding after consummation of the
Offering at a purchase price equal to the initial public offering price.
Pursuant to their Employment Agreements (as defined below), the Company has
granted options to Messrs. McCrary, Bertsch, and Johnson under the 1997 Plan,
representing the right to purchase 1.0%, 0.5%, and 0.5% of the shares of Common
Stock, respectively.

PERFORMANCE BONUS PLAN

The Board has adopted the American Medical Providers, Inc. Executive
Officer Performance Bonus Plan (the "Performance Bonus Plan") covering
eligible officers of the Company. The Performance Bonus Plan will be
administered by the Compensation Committee, which each year, beginning on
January 1, 1998 will select the officers of the Company who will be eligible to
receive awards under the Performance Bonus Plan. Upon achievement by the Company
of certain targeted operating results or other performance goals, such as
operating income, pre-tax income or earnings per share, the Company will pay
performance bonuses, the aggregate amounts of which will be determined annually
based upon an objective formula. The Employment Agreements (as defined below)
provide for the payment of certain minimum bonuses upon the achievement of
targeted performance criteria under the Performance Bonus Plan. See
" -- Employment Agreements."

EMPLOYMENT AGREEMENTS

In connection with the Offering, Messrs. McCrary, Bertsch, Johnson, Bigham
and LaGuardia's employment agreements with AFC will be terminated and replaced
with new employment agreements (the "Employment Agreements") with the Company
described below.

These officers' Employment Agreements will provide that they will serve in
the following capacities: Mr. McCrary as President, Chief Executive Officer,
Chairman of the Board and Chairman of the Executive Committee; Mr. Bertsch as
Senior Vice President, Chief Financial Officer and a Director and, for as long
as he is a Director, a member of the Executive Committee; Mr. Johnson as Sr.
Vice President -- Regional Operations Officer; Mr. Bigham as Vice President of
the Company and Chief Operating Officer of AnestheCare, Inc.; and Mr. LaGuardia
as Vice President -- Ancillary Support Services.

The Employment Agreement of Mr. McCrary will have an initial term of five
years, and each of the Employment Agreements of Messrs. Bertsch, Johnson, Bigham
and LaGuardia will have an initial term of three years. The Employment Agreement
of Mr. McCrary will be renewed automatically upon expiration of its initial term
and any subsequent five year term, unless the Company or Mr. McCrary gives 12
months prior notice that such Agreement will not be renewed. Upon expiration of
their initial terms, each of the Employment Agreements of Messrs. Bertsch,
Johnson, Bigham and LaGuardia will be renewed automatically one time only for
two additional years, unless the Company or any of Messrs. Bertsch, Johnson,
Bigham and LaGuardia as applicable, gives 12 months prior notice that such
Agreement will not be renewed.

Under the Employment Agreements, each officer will be entitled to receive a
base salary and an annual bonus and will be entitled to participate in the stock
option plans of the Company that are generally available to executives of the
Company. The initial base salaries for Messrs. McCrary, Bertsch, Johnson, Bigham
and LaGuardia under their respective Employment Agreements are $300,000,
$180,000, $180,000, $150,000 and $150,000, respectively. The total number of
shares of Common Stock of the Company that will be permitted to be distributed
under the 1997 Plan will be up to 8% of the total number of shares of Common
Stock to be outstanding after consummation of the Offering. Of this total,
pursuant to the

43
<PAGE>
Employment Agreements, the Company has granted to Messrs. McCrary, Bertsch and
Johnson options under the 1997 Plan to purchase 1.0%, 0.5% and 0.5% of the
shares of Common Stock, respectively.

Each of Messrs. McCrary, Bertsch, Johnson, Bigham and LaGuardia is
prohibited from competing with the Company while employed by the Company. In
certain circumstances, each of Messrs. McCrary, Bertsch, Johnson, Bigham and
LaGuardia will be prohibited from competing for two years following termination
of his Employment Agreement during the initial term of his Employment Agreement
and for one year following termination during successive terms.

The Employment Agreement of Mr. McCrary cannot be terminated by the Company
without the prior approval of two-thirds of the Board. If Mr. McCrary is
terminated by the Company without "Cause" or resigns for "Good Reason" (each
as defined in his Employment Agreement), his outstanding options will
immediately vest and become exercisable and he will be entitled to receive a
lump sum payment equal to the greater of (i) his current base salary and annual
target bonus payable over the remainder of his contract term or (ii) 3.0 times
his current annual salary plus annual target bonus. If Messrs. Bertsch, Johnson,
Bigham or LaGuardia is terminated by the Company without "Cause" or by such
officer for "Good Reason" (each as defined in their respective Employment
Agreement), his respective outstanding options will immediately vest and become
exercisable and he will be entitled to receive a lump sum payment equal to the
greater of (i) his current base salary and annual target bonus payable over the
remainder of his contract term or (ii) two times his current annual salary plus
annual target bonus.

Upon termination of the employment of any of Messrs. McCrary, Bertsch,
Johnson, Bigham or LaGuardia by the Company without "Cause" or by such officer
for "Good Reason," such officer would be entitled to receive a lump sum
payment equal to the total amount of any excise taxes to which such officer may
become subject under Section 4999 of the Internal Revenue Code.

CERTAIN TRANSACTIONS

AFFILIATED PRACTICES

The consideration paid by the Company for the initial Affiliated Practices
is based upon the practices' gross revenue, growth potential, quality of
patients, location and service delivery and depth of presence in its local
market. The following table provides certain information concerning the
Transfers:
<TABLE>
<CAPTION>
CONSIDERATION TO BE RECEIVED
---------------------------------------------
CASH
VALUE OF NUMBER OF CASH AND DEBT
AFFILIATE PRACTICES SHARES SHARES ASSUMED(1)
- ------------------------------------- ----------- --------- -------------
<S> <C> <C>
Louis M. Antahades, D.P.M............ $ 41,324 $ 10,331
Stephan Bard, D.P.M.................. 122,919 53,572
Douglas M. Beek, D.P.M............... 299,735 141,716
David L. Blumfield, D.P.M............ 1,003,493 443,347
William B. Bradbury, D.P.M........... 602,645 265,039
Karen E. Brooks, D.P.M............... 336,862 154,140
David K. Cantor, D.P.M............... 375,946 173,981
Armida P. deBelvill, D.P.M........... 80,652 20,163
Peter R. DeFrank, D.P.M.............. 206,115 93,200
Salvatore DeFrank, D.P.M............. 405,786 165,882
Kenrick J. Dennis, D.P.M............. 217,978 108,444
Stephen R. Densen, D.P.M............. 161,800 81,252
Laurence I. Dorman, D.P.M............ 137,102 70,277

(TABLE CONTINUED ON FOLLOWING PAGE)

44
<PAGE>
<CAPTION>
CONSIDERATION TO BE RECEIVED
---------------------------------------------
CASH
VALUE OF NUMBER OF CASH AND DEBT
AFFILIATE PRACTICES SHARES SHARES ASSUMED(1)
- ------------------------------------- ----------- --------- -------------
Alan I. Ettinger, D.P.M.............. $ 172,956 $ 77,174
Gerald I. Falke, D.P.M............... 724,420 306,806
Thomas S. Garrison, D.P.M............ 413,185 185,588
Norman W. Goldman, D.P.M............. 328,354 151,636
Anthony Halinski, D.P.M.............. 797,350 348,856
Todd Harrison, D.P.M................. 482,946 204,537
S.F. Hartley, D.P.M.................. 675,226 311,343
Dale S. Herman, D.P.M................ 309,197 150,429
Bernard J. Hersh, D.P.M.............. 501,275 224,125
Richard Hochman, D.P.M............... 98,095 52,906
Stanley R. Kalish, D.P.M............. 945,261 443,888
Michael W. Kendall, D.P.M............ 551,148 351,094
Kirk Koepsel, D.P.M.................. 413,185 185,588
Paul D. Leon, D.P.M.................. 250,558 106,806
Gregory L. Mangum, D.P.M............. 770,725 340,695
Bruce Miller, D.P.M.................. 912,301 382,662
James E. Miller, D.P.M............... 93,260 53,940
Michael Mineo, D.P.M................. 1,003,493 443,347
Robert J. Morris, D.P.M.............. 121,539 120,385
Steven A. Moskowitz, D.P.M........... 964,944 416,917
Jeffrey R. Murray, D.P.M............. 519,187 267,882
Sherman Nagler, D.P.M................ 805,276 346,207
Robert G. Parker, D.P.M.............. 804,522 407,790
Steven P. Richman, D.P.M............. 481,189 219,001
Donald E. Robinson, D.P.M............ 275,064 143,108
Mark R. Sands, D.P.M................. 822,300 367,588
Charles P. Sanicola, D.P.M........... 278,863 136,204
Jerry S. Silverman, D.P.M............ 394,267 206,442
Donald C. Stran, D.P.M............... 760,575 330,922
Barry M. Tuvel, D.P.M................ 471,119 211,706
George R. Vito, D.P.M................ 1,734,362 1,278,121
Richard A. Weissman, D.P.M........... 299,735 141,716
----------- --------- -------------
Total........................... $22,168,234 $10,696,753
=========== ========= =============
</TABLE>
- ------------
(1) Includes $656,000 of debt assumed from the Affiliated Practices. Total Cash
and Debt Assumed includes consideration attributed to $4.7 million of
monetary assets acquired. Under SAB 48 the cash portion of the purchase
price attributed to the non-monetary assets of $6.0 million will be treated
as a cash dividend to the DPM owners of the Affiliated Practices.

REIMBURSEMENT OF AFC EXPENSES BY THE COMPANY

Pursuant to the Reimbursement Agreement between AFC and the Company, the
Company has agreed to reimburse AFC approximately $5.2 million relating to AMP's
organizational costs and working capital in connection with the Transfers and
the Offering. These amounts will be paid out of the proceeds of the Offering.
See "Use of Proceeds."

45
<PAGE>
ACQUISITION OF PRACTICES OF MEMBERS OF BOARD AND OFFICERS

The Company is acquiring the assets and stock of the practices of Dr. S.F.
Hartley, D.P.M. and Dr. Stanley Kalish, D.P.M., each of whom will become a
member of the Company's Board of Directors upon consummation of the Offering. In
addition, David LaGuardia and Roger Bigham, both of whom are executive officers
of AMP, each own 50% of AnestheCare. Pursuant to the AnestheCare Transfer,
Messrs. LaGuardia and Bigham will each receive $3.0 million in cash and $250,000
payable in shares of Common Stock at the initial public offering price in
exchange for the assets of AnestheCare. Dr. Kalish is also the Chairman of the
Company's Medical Policy Board.

CERTAIN LEASE ARRANGEMENTS

The Company currently occupies corporate offices consisting of 7,544 square
feet of office space located at 3555 Timmons Lane, Houston, Texas pursuant to a
month to month sub-lease with Mid-America Hospitals, Inc. ("Tenant") as prime
tenant under the lease with M & J Wilkow, Ltd. as prime landlord (the lease
between Tenant and M&J Wilkow, Ltd. being referred to as the "Prime Lease").
Jack N. McCrary, the Company's Chairman, President and Chief Executive Officer,
founded and served as Vice Chairman and President of Tenant. The Prime Lease was
originally dated November 14, 1988, was amended by Amendment of Lease dated May
10, 1994, and a Second Amendment of Lease dated February 22, 1995, (collectively
the Prime Lease, the Amendment of Lease and the Second Amendment of Lease being
referred to as the "Lease"). The Lease currently expires March 31, 2000, and
requires a monthly base rental of $7,060. The Lease contains a prohibition of
assignment without Landlord's consent, and such consent will have been received
prior to the Offering Date.

DEFERRED SALARY PAYMENT FOR JACK N. MCCRARY

Mr. McCrary has served as the Director, President and Chief Executive
Officer of AFC and as such has managed and supervised the organizational efforts
of AFC. Mr. McCrary has agreed to accept deferred compensation of $300,000
payable upon successful completion of the Offering. In exchange for Mr. McCrary
agreeing to defer his compensation earned prior to the Offering, Mr. McCrary has
received 52,500 membership interests of AFC's outstanding and issued membership
interests.

46
<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of November 1, 1997
regarding the beneficial ownership of the Company's Common Stock and Class B
Common Stock and as adjusted to reflect the sale of the shares offered pursuant
to this Prospectus, by (i) each person known to the Company to own beneficially
more than 5% of the Company's Common Stock and Class B Common Stock, (ii) each
Named Executive Officer of the Company, (iii) each director of the Company, and
(iv) all directors, nominees and executive officers as a group.
<TABLE>
<CAPTION>
PERCENT OF PERCENT OF
CLASS B COMMON STOCK
SHARES OF COMMON STOCK BENEFICIALLY
CLASS B BENEFICIALLY OWNED SHARES OF OWNED
COMMON STOCK -------------------- COMMON STOCK --------------------
BENEFICIALLY PRIOR TO AFTER BENEFICIALLY PRIOR TO AFTER
NAME OF BENEFICIAL OWNER OWNED(1) OFFERING OFFERING OWNED OFFERING OFFERING
- ---------------------------------------- ------------ -------- -------- ------------ -------- --------
<S> <C> <C> <C>
Ankle & Foot Centers of America,
LLC(2)................................ 11,250 56.3%
John S. Bace, CFA(3).................... 0 0
Wayne A. Bertsch........................ 555 2.8
Dr. S. F. Hartley, D.P.M.,
F.A.C.F.S.(4)......................... 0 0
Donald S. Huge, M.D.(5)................. 0 0
Randy Johnson........................... 555 2.8
Dr. Stanley Kalish, D.P.M.,
F.A.C.F.S.(6)......................... 0 0
Jack N. McCrary......................... 6,500 32.5
All Directors and Executive Officers as
a Group............................... 7,810 39.1
</TABLE>
- ------------
* Less than one percent.

(1) The shares of Class B Common Stock listed as beneficially owned by each
stockholder assumes the consummation of the Share Conversion pursuant to
which the shares of AMP's existing common stock, without class, will be
converted into shares of Class B Common Stock. Unless otherwise indicated,
each of the individual stockholders listed above has, through the Offering
date, granted all of his or her voting power with respect to the shares of
Common Stock or Class B Common Stock beneficially owned by such stockholder
to Jack N. McCrary. Shares of Common Stock subject to options exercisable
within 60 days, of which there are none, would be deemed outstanding for
purposes of computing the percentage of ownership of the holder. The address
of all persons listed except for Mr. Bace, and Drs. Hartley, Huge and Kalish
is 3555 Timmons Lane, Suite 1550, Houston, Texas 77027.

(2) Messrs. Bace, Bertsch, Johnson and McCrary and Drs. Hartley and Kalish are
investors in and owners of AFC and will be entitled to distribution of the
Company's Class B Common Stock in proportion to their ownership of
membership interests in AFC.

(3) The business address of Mr. Bace is 3730 Del Monte, Houston, Texas 77019.

(4) The business address of Dr. Hartley is 112 W. Pasadena Blvd., Deer Park,
Texas 77536. Dr. Hartley is an owner DPM of one of the Affiliated Practices
and will, upon consummation of the transactions, receive Common Stock having
an equivalent value of $ valued at the Offering price.

(5) Dr. Huge's business address is 1177 W. Loop South, Suite 700, Houston, Texas
77027.

(6) Dr. Kalish's business address is 6911 Tara Blvd., Jonesboro, GA 30236. Dr.
Kalish is an owner DPM of one of the Affiliated Practices and will receive
Common Stock having an equivalent value of $ valued at the Offering
price.

47
<PAGE>
DESCRIPTION OF CAPITAL STOCK

The Company has authorized shares of Class A Common Stock, $.001
par value per share ("Common Stock"), shares of Class B Common Stock,
par value $.001 per share ("Class B Common Stock") and shares of
preferred stock, $.001 par value per share. As of November , 1997, 20,000
shares of Common Stock were issued and outstanding and held of record by
stockholders. No shares of Class B Common Stock or Preferred Stock were
outstanding.

COMMON STOCK AND CLASS B COMMON STOCK

Upon consummation of the Offering, holders of the Class B Common Stock will
have the ability to elect as a class one member of the Board of Directors and
the holders of the Common Stock will have the ability to elect as a class all
other members of the Board of Directors. The Common Stock and Class B Common
Stock possess ordinary voting rights and vote together as a single class in
respect of all other corporate matters, and, in connection therewith, holders of
shares of Common Stock are entitled to one vote per share and holders of shares
of Class B Common Stock are entitled to of a vote per share. The Common
Stock and Class B Common Stock afford no cumulative voting rights, and the
holders of a majority of the shares voting for the election of directors can
elect all the directors if they choose to do so. Except for the conversion
rights of the Class B Common Stock described below, the Common Stock and Class B
Common Stock carry no preemptive rights, are not convertible, redeemable,
assessable or entitled to the benefits of any sinking fund. The holders of
Common Stock and Class B Common Stock are entitled to dividends in such amounts
and at such times as may be declared by the Board of Directors out of funds
legally available therefor. The Company intends that, after completion of the
Offering, all future dividends, if any, declared on, or distributions with
respect to, its shares of Common Stock and Class B Common Stock will be paid on
a pro rata basis to the holders of such shares. See "Dividend Policy" for
information regarding the Company's dividend policy.

Directors may be removed, with or without cause, by the holders of the
class or classes of stock that elected them. Directors may be removed by the
Board of Directors only for cause. Vacancies in a directorship may be filled by
the vote of the class or classes of shares that had previously filled that
vacancy, or by the remaining directors or director elected by such class or
classes; however, if there are no such directors, the vacancy may be filled by
the other directors.

Each share of Class B Common Stock will automatically convert into shares
of Common Stock (i) in the event of a disposition of such share of Class B
Common Stock by the holder thereof (excluding dispositions to such holder's
affiliates), (ii) in the event any person not affiliated with the Company
acquires beneficial ownership of 15% or more of the outstanding shares of
capital stock of the Company, (iii) in the event any person not affiliated with
the Company offers to acquire 15% or more of the outstanding shares of capital
stock of the Company, (iv) in the event the holder of such shares elects to so
convert at any time after the second anniversary of the date of this Prospectus,
(v) on the fifth anniversary of the date of this Prospectus or (vi) in the event
the holders of a majority of the outstanding shares of Common Stock approve such
conversion. In addition, the Company may elect to convert any outstanding shares
of Class B stock into shares of Common Stock in the event 80% or more of the
outstanding shares of Class B Common Stock as of the date of this Prospectus
have previously been converted into shares of Common Stock.

PREFERRED STOCK

The Board of Directors is authorized, without further action by the
stockholders, to provide for the issuance of shares of Preferred Stock as a
class without series or in one or more series, to establish the number of shares
in each class or series and to fix the designation, powers, preferences and
rights of each such class or series and the qualifications, limitations or
restrictions thereof. Because the Board of Directors has the power to establish
the preferences and rights of each class or series of Preferred Stock, the Board
of Directors may afford the holders of any class or series of Preferred Stock
preferences, powers and rights, voting or otherwise, senior to the rights of
holders of Common Stock or the Class B Common Stock. The issuance of Preferred
Stock could have the effect of delaying or preventing a change in control of the
Company. As of the date of this Prospectus, the Company has not issued any
Preferred Stock but the Board

48
<PAGE>
has authorized the issuance of the Series A Junior Participating Preferred Stock
of the Company (the "Series A Preferred Stock"). See -- "Certain Anti-Takeover
and Other Provisions of Delaware Law and the Company's Certificate of
Incorporation and Bylaws." Other than the foregoing, there are no plans,
agreements or understandings for the issuance of any shares of Preferred Stock.

CERTAIN ANTI-TAKEOVER AND OTHER PROVISIONS OF DELAWARE LAW AND THE COMPANY'S
CERTIFICATE OF INCORPORATION AND BYLAWS

On , 1997, the Company declared a dividend
distribution of rights (each, a "Right") to purchase a certain number of units
(determined by a formula described herein) at a price of $ , subject to
adjustment (the "Exercise Price"). Each unit is equal to one one-hundredth of
a share of a newly authorized Series A Preferred Stock. One Right will be
distributed per share of Common Stock and Class B Common Stock of the Company
held of record on , 1997 (the "Record Date").
Rights will also be distributed in connection with the future issuance of shares
of Common Stock and Class B Common Stock. The description and terms of the
Rights are set forth in a Stockholder Protection Agreement (the "Agreement")
between the Company and , as rights agent (the
"Rights Agent").

Until the Separation Time (as defined below), the Rights are not
exercisable and certificates for the Rights will not be sent to stockholders.

Subject to certain exceptions described in the Agreement, the Rights will
separate from the Common Stock and the Class B Common Stock, separate
certificates evidencing the Rights (the "Rights Certificates") will be issued
and the Rights will become exercisable 10 business days (the "Separation
Time") following the date on which a person (including its affiliates and
associates) (i) acquires, (ii) obtains the right to acquire or (iii) announces
or commences a tender or exchange offer to acquire beneficial ownership of 15%
or more (or in the case of certain institutional investors, more than 20% of the
outstanding Common Stock (such person thereby becoming an "Acquiring
Person")).

Following the Separation Time, holders of the Rights (the "Rights
Holders") (other than Rights beneficially owned by the Acquiring Person or its
affiliates or associates, which will thereafter be void) will be entitled to
receive upon exercise and payment of the Exercise Price that number of units of
Series A Preferred Stock which equals the result obtained by dividing the
Exercise Price by 50% of the Market Price (as defined in the Agreement) per
share of Common Stock and Class B Common Stock at the Separation Time (subject
to adjustment, if applicable). Each unit of Series A Preferred Stock will be
entitled to one vote on all matters on which share of Common Stock and Class B
Common Stock may vote.

If, after the Separation Time, (i) the Company were to be acquired in a
merger or other business combination transaction in which the Company was not
the surviving corporation nor in which the Company's outstanding Common Stock
were changed or exchanged for cash, stock or assets of another person or (ii)
50% or more of the Company's consolidated assets or earning power were to be
sold (other than in transactions in the ordinary course of business), then
proper provision would be made so that each Rights Holder who has not
theretofore exercised his Rights (other than Rights beneficially owned by the
Acquiring Person or its affiliates or associates, which will thereafter be void)
will thereafter have the right to receive, upon exercise, a number of shares of
common stock of the acquiring entity having a value equal to two times the
Exercise Price.

Each share of Series A Preferred Stock for which Rights had been exercised
prior to a business combination or other transaction of the type referred to in
clause (i) in the immediately preceding paragraph would be entitled to receive
upon consummation thereof 100 times the consideration (cash, securities or other
property, or a combination thereof) that one share of Common Stock would
receive. At any time on or prior to the earlier of (i) the Separation Time or
(ii) the Expiration Date of the Rights, the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price").
Immediately upon the action of the Board of Directors authorizing redemption of
the Rights, the right to exercise the Rights will terminate and the only right
of the Rights Holders will be to receive the Redemption Price.

49
<PAGE>
At any time following the Separation Time but before the Expiration Date,
the Company may, at its option, exchange all or any portion of the Rights for
shares of Common Stock at an exchange ratio which equals the Exercise Price
divided by the Market Price per share of Common Stock. The Company, however, may
not effect such an exchange if an Acquiring Person become the owner of 50% or
more of the then outstanding Common Stock.

The Company is subject to the provisions of Section 203 of the General
Corporation Law of the State of Delaware (the "DGCL"). Section 203 prohibits a
publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes a merger, asset sale or other transaction resulting in a
financial benefit to the interested stockholder. Subject to certain exceptions,
an "interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years prior to the proposed business
combination, has owned 15% or more of the corporation's voting stock.

The Company's Certificate of Incorporation provides that liability of
directors of the Company is eliminated to the fullest extent permitted under the
DGCL. As a result, no director of the Company will be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability: (i) for any breach of the director's duty of
loyalty to the Company or its stockholders; (ii) for acts omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) for any willful or negligent payment of an unlawful dividend, stock
purchase or redemption; or (iv) for any transaction from which the director
derived an improper personal benefit. The Company's Bylaws generally provide
that the Company shall indemnify its directors, employees and other agents to
the fullest extent provided by Delaware law.

In addition, the Company's Certificate of Incorporation requires the vote
of 75% of the Board of Directors to effect certain actions, including a sale of
substantially all of the assets of the Company, certain mergers and
combinations, and the acquisition of securities representing a majority of the
voting power of the Company. The "supermajority" voting rights could have the
effect of making it more difficult for a third party to acquire, or discouraging
a third party from seeking to acquire, control of the Company.

The Bylaws of the Company provide that stockholders must follow an advance
notification procedure for certain stockholder nominations of candidates for the
Board of Directors and for certain other stockholder business to be conducted at
an annual meeting. These provisions could, under certain circumstances, operate
to delay, defer or prevent a change in control of the Company. The Transfer
Agent and Registrar for the Common Stock is .

50
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

The market price of the Common Stock of the Company could be adversely
affected by the sale of substantial amounts of the Common Stock in the public
market following the Offering. After giving effect to the sale of the shares of
Common Stock offered hereby, the Company will have shares of Common
Stock issued and outstanding. Of these shares, the shares (
shares if the Underwriters' over-allotment option is exercised in full) of
Common Stock sold in the Offering will be freely tradable without restriction
under the Securities Act, except for any shares purchased by affiliates of the
Company. None of the remaining shares were acquired in a transaction
registered under the Securities Act. Such shares may not be sold except in
transactions registered under the Securities Act or pursuant to an exemption
from registration. Of these shares, shares will be eligible for sale
pursuant to Rule 144 in and the balance of these
shares will be eligible for sale at various times from
through .

In general, under Rule 144 as currently in effect, a person who has (or
persons whose shares are aggregated who have) beneficially owned "restricted"
shares for at least one year, including an "affiliate" of the Company, as that
term is defined in the Securities Act, is entitled to sell within any
three-month period a number of shares of Common Stock that does not exceed the
greater of 1% of the then outstanding shares of Common Stock or the average
weekly trading volume during the four calendar weeks preceding the date on which
notice of the sale is filed with the Commission. Sales under Rule 144 are also
subject to certain manner of sale provisions and the availability of current
public information about the Company. A person who is not an affiliate of the
Company at any time during the three months preceding a sale, and who has
beneficially owned shares for at least two years, would be entitled to sell such
shares without regard to the volume limitations, manner of sale provisions or
notice or other requirements of Rule 144.

In addition, the Company, its officers and directors and certain other
stockholders of the Company have agreed that they will not offer, contract to
sell, announce their intention to sell, pledge or otherwise dispose of, directly
or indirectly, or file with the Commission a registration statement under the
Securities Act relating to any additional shares of Common Stock or securities
convertible or exchangeable or exercisable for any shares of Common Stock
without the prior written consent of the Representative for a period of days
after the date of this Prospectus (the "lock-up period"), except (i)
subsequent sales of Common Stock offered in the Offering, (ii) issuances of
unregistered Common Stock by the Company in connection with affiliation with
practices, physicians and ancillary providers (although persons receiving such
shares would be subject to such restrictions for the remainder of the lock-up
period) or (iii) issuances of Common Stock by the Company pursuant to the
exercise of employee stock options outstanding on the date of this Prospectus.

Pursuant to an agreement with the Company, the holders of all shares of
Common Stock outstanding on the date of this prospectus have certain
registration rights with respect to such shares and additional shares that may
be issued to such persons upon exercise of options (subject to certain
limitations on the number of shares such holders are entitled to have registered
under any registration statement), although the holders of at least
of these shares have agreed to refrain from
selling their shares during the lock-up period. Pursuant to the Registration
Rights Agreements, the Company has granted certain registration rights to the
DPMs permitting them to include their shares of Common Stock on a registration
statement filed by the Company within one year of the date of such agreements.
The Company intends to register an additional
shares of Common Stock reserved for issuance under the 1997 Plan as soon as
practicable after expiration of the lock-up period. In addition, the Company
will register additional shares of Common Stock under a shelf
registration, which, when combined with the Company's cash resources, will be
used to fund the Company's planned practice affiliation program. These shares
generally will be freely tradable upon issuance to persons not deemed to be
affiliates of the Company, unless the Company contractually restricts the sale
or other transfer of such shares. Initially, the Company will issue such shares
subject to a lock-up period of up to 180 days from the date of this Prospectus.
See "Underwriting."

51
<PAGE>
UNDERWRITING

The Underwriters named below have severally agreed with the Company,
subject to the terms and conditions of the Underwriting Agreement, to purchase
the respective number of shares of Common Stock set forth opposite their names
below:

UNDERWRITER NUMBER OF SHARES
- ------------------------------------- -----------------
A.G. Edwards & Sons, Inc.............

-----------------
Total.........................
=================

In the Underwriting Agreement, the Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all of the shares of Common
Stock offered hereby, if any of such shares are purchased.

The Company has been advised by the Underwriters that the Underwriters
propose to offer the shares of Common Stock to the public at the offering price
set forth on the cover page of this Prospectus and to certain dealers at such
price less a concession not in excess of $ per share. The Underwriters and
such dealers may reallow a discount of not in excess of $.10 per share to
certain other dealers. The public offering price and the concession and discount
to dealers may be changed by the Underwriters after the Offering.

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 offer without notice. The Underwriters
reserve the right to reject any offer for the purchase of shares.

The Company has granted the Underwriters an option, expiring at the close
of business on the 45th day subsequent to the date of the Underwriting
Agreement, to purchase up to additional shares of Common Stock at the
public offering price, less the underwriting discount set forth on the cover
page of this Prospectus. The Underwriters may exercise such option solely to
cover over-allotments, if any, in the sale of the shares. To the extent the
Underwriters exercise such option, each of them will have a firm commitment,
subject to certain conditions, to purchase approximately the same percentage of
the option shares as the number of shares set forth opposite each Underwriter's
name in the preceding table bears to , and the Company will
be obligated to sell such shares to the Underwriters.

The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or will contribute to payments that the Underwriters may be
required to make in respect thereof.

The Company, all Directors and Executive Officers of the Company and all
holders of more than 5.0% of the Common Stock prior to the Offering other than
have agreed that they will not, directly or
indirectly, offer, sell or otherwise dispose of any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for, or any
rights to purchase or acquire, Common Stock for a period of 180 days after the
date of this Prospectus without the prior written consent of A.G. Edwards &
Sons, Inc. other than the exercise of options previously granted under the
Company's director and employee benefit plans and agreements. See "Shares
Eligible for Future Sale."

The Underwriters have advised the Company that they do not intend to
confirm sales to any account over which they exercise discretionary authority.

In connection with this Offering, certain Underwriters and selling group
members (if any) who in the past have acted as market makers in the Common Stock
may engage in passive market making activities in

52
<PAGE>
the Common Stock on the Nasdaq National Market in accordance with Rule 103 of
Regulation M under the Exchange Act. Underwriters and other participants in the
distribution of the Common Stock generally are prohibited during a specified
time period (the "qualifying period"), determined in light of the timing of
the Offering, from bidding for or purchasing the Common Stock or a related
security except to the extent permitted under the applicable rules of Regulation
M. Rule 103 allows, among other things, an Underwriter or member of the selling
group (if any) for the Common Stock to effect "passive market making"
transactions on the Nasdaq National Market in the Common Stock during the
qualifying period at a price that does not exceed the highest independent bid
for that security at the time of the transaction. Such a passive market maker
must not display a bid for the subject security at a price in excess of the
highest independent bid, and generally must lower its bid if all independent
bids are lowered. Moreover, the passive market maker's net purchases of such
security on each day of the qualifying period shall not exceed 30.0% of its
average daily trading volume during a reference period preceding the
distribution.

In connection with the Offering, the Underwriters and other persons
participating in the Offering may engage in transactions that stabilize,
maintain or otherwise affect the price of the Common Stock. Specifically, the
Underwriters may over-allot in connection with the Offering, creating a short
position in the Common Stock for their own account. To cover over-allotments or
to stabilize the price of the Common Stock, the Underwriters may bid for, and
purchase, shares of the Common Stock in the open market. The Underwriters may
also impose a penalty bid whereby they may reclaim selling concessions allowed
to an underwriter or dealer for distributing the Common Stock in the Offering,
if the Underwriters repurchase previously distributed Common Stock in
transactions to cover their short position, in stabilization transaction or
otherwise. Finally, the Underwriters may bid for, and purchase, shares of the
Common Stock in market making transactions. These activities may stabilize or
maintain the market price of the Common Stock above market levels that may
otherwise prevail. The Underwriters are not required to engage in these
activities and may end any of these activities at any time. See "Principal
Stockholders."

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Baker & Hostetler LLP. A partner of Baker & Hostetler LLP holds
shares of Class B Common Stock and one of counsel attorney at Baker &
Hostetler LLP holds shares of Class B Common Stock. Certain legal matters
in connection with the Offering made hereby will be passed upon for the
Underwriters by McDermott, Will & Emery, Chicago, Illinois.

EXPERTS

The financial statements of American Medical Providers, Inc., and Pyramid
Anesthesiology Group, Inc. appearing in this Prospectus and 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 such firm as experts in giving
said reports.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act (the "Registration Statement") with respect to
the shares of Common Stock offered hereby. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement, including the exhibits and schedules
thereto. For further information with respect to the Company and the shares of
Common Stock, reference is made to the Registration Statement. Statements
contained in this Prospectus as to the contents of any contract or other
document 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 in all respects by
such reference. The Registration Statement, including the exhibits and schedules
thereto, may be inspected without charge at the principal office of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and the Commission's Regional Offices at Seven World Trade

53
<PAGE>
Center, Suite 1300, New York, New York 10048, and Northwest Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, and copies may be
obtained at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the Registration
Statement and certain other filings made with the Commission through its
Electronic Data Gathering Analysis and Retrieval ("EDGAR") system are publicly
available through the Commission's site on the Internet's World Wide Web,
located at http://www.sec.gov. The Registration Statement, including all
exhibits thereto and amendments thereof, has been filed with the Commission
through EDGAR.

<PAGE>
INDEX TO FINANCIAL STATEMENTS

PAGE
----
AMERICAN MEDICAL PROVIDERS, INC.
Report of Independent Public
Accountants....................... F-2
Balance Sheets..................... F-3
Statements of Operations........... F-4
Statements of Stockholders'
Deficit........................... F-5
Statements of Cash Flows........... F-6
Notes to Financial Statements...... F-7

PYRAMID ANESTHESIOLOGY GROUP, INC.
Report of Independent Public
Accountants....................... F-16
Balance Sheets..................... F-17
Statements of Operations........... F-18
Statements of Stockholders'
Equity............................ F-19
Statements of Cash Flows........... F-20
Notes to Financial Statements...... F-21

UNAUDITED PRO FORMA COMBINED BALANCE
SHEET
Unaudited Pro Forma Combined
Balance Sheet..................... F-24
Notes to Unaudited Pro Forma
Combined Balance Sheet............ F-25

F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To American Medical Providers, Inc.:

We have audited the accompanying balance sheet of American Medical
Providers, Inc., a development-stage enterprise and a Delaware corporation (the
"Company"), as of December 31, 1996, and the related statement of operations,
stockholders' deficit and cash flows for the period from inception (August 9,
1996) to December 31, 1996. 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 audit.

We conducted our audit 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 audit provides 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 American Medical Providers,
Inc. as of December 31, 1996, and the results of its operations and its cash
flows for the period from inception (August 9, 1996) to December 31, 1996, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP
Houston, Texas
October 16, 1997

F-2
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)
BALANCE SHEETS

DECEMBER 31, JUNE 30,
1996 1997
------------ --------------
(UNAUDITED)

ASSETS
CURRENT ASSETS:
Cash............................ $ -- $ --
Deferred issuance costs......... 404,622 654,252
Other current assets............ 12,092 4,531
------------ --------------
Total current assets....... 416,714 658,783
EQUIPMENT, at cost................... 116,648 153,120
Less - Accumulated
depreciation................... (5,258) (17,703)
------------ --------------
Equipment, net............. 111,390 135,417
------------ --------------
Total assets............... $ 528,104 $ 794,200
============ ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable................ $ 262,806 $ 204,973
Accrued salaries................ 166,970 309,807
Due to stockholder.............. 612,269 1,592,804
------------ --------------
Total current
liabilities............ 1,042,045 2,107,584
------------ --------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
Common stock, $.01 par value;
1,000,000 shares authorized,
20,000 shares issued and
outstanding.................... 200 200
Deficit accumulated during the
development stage.............. (514,141) (1,313,584)
------------ --------------
Total stockholders'
deficit................ (513,941) (1,313,384)
------------ --------------
Total liabilities and
stockholders'
deficit................ $ 528,104 $ 794,200
============ ==============

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

F-3
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS

FOR THE PERIOD
FROM INCEPTION
(AUGUST 9, SIX MONTHS
1996) TO ENDED
DECEMBER 31, JUNE 30,
1996 1997
--------------- -----------
(UNAUDITED)
REVENUES............................. $ -- $ --
EXPENSES:
Salaries, wages and benefits.... 401,318 529,117
General and administrative...... 112,823 270,326
--------------- -----------
Total expenses........ 514,141 799,443
--------------- -----------
LOSS BEFORE INCOME TAXES............. (514,141) (799,443)
INCOME TAX BENEFIT................... -- --
--------------- -----------
NET LOSS............................. $(514,141) $ (799,443)
=============== ===========

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

F-4
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)
STATEMENTS OF STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
COMMON STOCK DURING THE
--------------- DEVELOPMENT STOCKHOLDERS'
SHARES AMOUNT STAGE DEFICIT
------ ------ ----------- -------------
<S> <C> <C> <C> <C>
INITIAL CAPITALIZATION AUGUST 9, 1996
(Inception)........................ 20,000 $ 200 $ -- $ 200
Net loss........................ -- -- (514,141) (514,141)
------ ------ ----------- -------------
BALANCE AT DECEMBER 31, 1996......... 20,000 200 (514,141) (513,941)
Net loss (Unaudited)............ -- -- (799,443) (799,443)
------ ------ ----------- -------------
BALANCE AT JUNE 30, 1997
(Unaudited)........................ 20,000 $ 200 $(1,313,584) $ (1,313,384)
====== ====== =========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.

F-5
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS

FOR THE PERIOD
FROM INCEPTION
(AUGUST 9, SIX MONTHS
1996) TO ENDED
DECEMBER 31, JUNE 30,
1996 1997
--------------- ------------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................... $(514,141) $ (799,443)
Adjustments to reconcile net loss
to net cash used in operating
activities --
Depreciation.................... 5,258 12,445
Changes in assets and
liabilities --
Deferred issuance costs....... (404,622) (249,630)
Other current assets.......... (11,892) 7,561
Accounts payable.............. 262,806 (57,833)
Accrued salaries.............. 166,970 142,837
Due to stockholder............ 612,269 980,535
--------------- ------------
Net cash provided by
operating
activities......... 116,648 36,472
--------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment.............. (116,648) (36,472)
--------------- ------------
Net cash used in
investing
activities......... (116,648) (36,472)
--------------- ------------
NET CHANGE IN CASH................... -- --
CASH, beginning of period............ -- --
--------------- ------------
CASH, end of period.................. $ -- $ --
=============== ============

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

F-6
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
1. BUSINESS AND ORGANIZATION

American Medical Providers, Inc. (the "Company" or "AMP") was founded
in August 1996 to provide physician practice management services and
comprehensive foot care delivery systems to podiatric practices throughout the
United States. Simultaneously with, and as a condition to the closing of an
initial public offering (the "Offering"), 45 separate podiatric practices will
transfer (the "Transfers") either certain of their operating assets and
accounts receivable or stock to the Company in exchange for cash, shares of
class A common stock (the "Common Stock") and the assumption of certain
indebtedness (these practices collectively referred to as the "Affiliated
Practices"). The Company will own the operating assets and receivables of the
Affiliated Practices, hire their non-physician employees and otherwise assume
the management of each practice. The doctors of podiatric medicine ("DPMs")
will join regional group practices organized by geographic location (the
"Regional Group Practices"). The Company will enter into a long-term
management agreement with each Regional Group Practice under which AMP will
receive fees for its services. At the time of the Offering, AMP will acquire in
a purchase accounting transaction Pyramid Anesthesiology Group, Inc.
("AnestheCare") (the "AnestheCare Transfer") an anesthesiology management
services organization. The Transfers and the AnestheCare Transfer are
collectively referred to as the "Transactions."

The Company has had no on-going, non-developmental business operations to
date, and the financial statements have been prepared on the basis that the
proposed Transactions will occur, although no assurance can be made that the
proposed Transactions will be completed or that the Company will be successful
in completing planned future acquisitions. The Company intends to expand by
affiliating with additional podiatric practices throughout the United States. In
order to expand, the Company will need additional capital in the form of debt or
equity financing. There can be no assurance that such capital will be available.

Ankle & Foot Centers of America, LLC ("AFC") was formed to fund the
organization and development of AMP through the date of the Offering. Thus, for
purposes of these financial statements, certain transactions of AFC are treated
as transactions of AMP. Upon the Offering's consummation, AMP will reimburse AFC
for all costs and expenses that AFC has incurred to the Offering date and will
assume all liabilities of AFC with respect to AMP. Accordingly, all amounts
actually incurred by AFC on behalf of AMP with respect to such costs, expenses
and liabilities are reflected in these financial statements of AMP as amounts
due to stockholder.

During August 1996, the Company authorized for issuance 1,000,000 shares of
AMP Common Stock, $.01 par value, and approved the issuance of 20,000 shares of
AMP Common Stock, of which 16,500 were issued to AFC and 3,500 to a founder of
AFC who is also a member of AFC management. The AMP shares held by AFC may be
distributed to members of AFC as well as certain members of AFC management as
determined by AFC. As of December 31, 1996 and June 30, 1997, 5,250 shares of
the AMP Common Stock held by AFC had been issued to members of AFC management
and consultants.

THE TRANSACTIONS

All of the Transfers of the initial Affiliated Practices will be accounted
for by the Company under Securities and Exchange Commission Staff Accounting
Bulletin ("SAB") No. 48, "Transfers of Non-Monetary Assets by Promoters or
Shareholders," such that the non-monetary assets and liabilities of these
initial Affiliated Practices will be received by the Company at the transferor's
historical cost basis for accounting purposes. The AnestheCare Transfer, in
which the Company will acquire assets of an anesthesiology management services
organization located in Georgia, will not be accounted for under SAB No. 48.
Instead, this and all future individual practice affiliations will be accounted
for as purchases at fair market value and are expected to result in purchase
prices in excess of net assets (goodwill) which will require subsequent annual
noncash amortization charges in the Company's statements of operations. Monetary

F-7
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

assets and liabilities, including billed and unbilled receivables and credit
balances, payables and certain miscellaneous accruals will either be acquired by
AMP at their fair market value or retained by the Affiliated Practices, as
agreed among the parties.

In connection with the Transfers, AMP will acquire certain operating
assets, accounts receivable or the stock of entities holding the non-monetary
assets of the 45 separate Affiliated Practices in exchange for a combination of
cash and shares of Common Stock estimated at $32.2 million and assumed
liabilities of $656,000, and will enter into long-term management agreements
with the Regional Group Practices. Of the total consideration attributed to the
non-monetary assets for each transaction, the Affiliated Practices could elect
to receive up to 25% in cash and the balance in shares of Common Stock. The
assets and liabilities of the Affiliated Practices will carry over at their
historical costs to AMP. The assets to be transferred include billed and
unbilled receivables, supplies inventory, other receivables, prepaid expenses,
net equipment and certain other current and noncurrent assets. The liabilities
to be transferred include credit balances of accounts receivable, certain
miscellaneous accruals and debt assumed. The cash paid to the Affiliated
Practices for the non-monetary assets will be recorded as a dividend by the
Company. Consideration in the AnestheCare Transfer will consist of approximately
$6.0 million cash and approximately $500,000 of Common Stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DEFERRED ISSUANCE COSTS

The Company has incurred certain costs including legal, accounting and
other professional services associated with the Transactions and the Offering.
These costs have been deferred pending the consummation of the Transactions and
the Offering.

REVENUE RECOGNITION

Revenues from managing the practices and ancillary operations will be
recognized on a monthly basis as the services are provided. The revenue of AMP
will consist of the sum of the management fees and such amounts equal to the
operating expenses of the podiatric practice assumed by AMP under the management
agreements and owned ancillary operations. In general, the management agreements
provide for the payment of fees to the Company based on a negotiated percentage
of the adjusted patient revenue of the podiatric practice and ancillary
operations. Adjusted patient revenue is net patient revenue, as determined under
generally accepted accounting principles, including adjustments for contractual
allowances and other discounts, plus an adjustment for uncollectible accounts.
Expenses not required to be paid by AMP pursuant to the agreements primarily
consist of certain professional expenses of the podiatrist.

INCOME TAXES

The Company follows the liability method of accounting for income taxes in
accordance with Statement of Financial Accounting Standards (SFAS) No. 109.
Under this method, deferred income taxes are recorded based upon the differences
between the financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
underlying assets or liabilities are recovered or settled.

Since inception, the Company has incurred losses and is dependent upon the
consummation of the Transactions and the Offering to generate future income.
Accordingly, a full valuation allowance has been provided on tax benefits
generated during the development stage.

STOCK OPTIONS

The Company anticipates accounting for the issuance of options to employees
in accordance with Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees." Options issued to employees at an
exercise price at or above fair value at the date of grant would require no

F-8
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

compensation expense to be recorded under APB Opinion No. 25. In addition,
Statement of Financial Accounting Standards (SFAS) No. 123 "Accounting for
Stock-Based Compensation"(SFAS 123) will require pro forma disclosure
reflecting the effect of recording the employee stock options under SFAS 123
which would require compensation expense based upon the fair value of the equity
instrument granted over the expected vesting period. Options issued to
non-employees will be accounted for under SFAS No. 123. Options issued to
non-employees require compensation expense to be recorded for the fair value of
the equity instrument granted over the expected vesting period.

As of December 31, 1996 and June 30, 1997, no options to purchase shares of
the Company's Common Stock had been authorized or granted.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain 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. Accordingly, actual results could differ from those estimates.

INTERIM UNAUDITED FINANCIAL INFORMATION

The interim financial statements as of and for the six months ended June
30, 1997 are unaudited and certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles, have been omitted. In the opinion of management, they
include all adjustments (consisting solely of normal recurring adjustments)
necessary for a fair presentation of the unaudited financial statements for this
interim period have been included. Accounting measurements at interim dates
inherently involve greater reliance on estimates than at year end. The results
of interim periods are not necessarily indicative of the results to be obtained
for a full year.

ACCOUNTING PRONOUNCEMENTS

The Company anticipates that the Emerging Issues Task Force of the
Financial Accounting Standards Board will be evaluating certain matters relating
to the physician practice management industry, such as the ability to
consolidate the revenues of a physician practice through a contractual
management agreement, mergers between physician practices and management
entities, and merger transactions that qualify for pooling-of-interests
accounting treatment. The Company expects this evaluation will include a review
of accounting for business combinations. The Company is unable to predict the
impact, if any, that this review may have on the Company's acquisition strategy,
allocation of purchase price related to acquisitions and amortization life
assigned to intangible assets.

3. COMMITMENTS AND CONTINGENCIES

The Company will be subject to certain government regulations at the
federal and state levels. In compliance with certain regulatory requirements,
the Company will not control the practice of podiatry. There can be no assurance
that the legality of any long-term management services agreements that will be
entered into will not be successfully challenged. There also can be no assurance
that the laws and regulations of states in which the Company will maintain
operations will not change or be interpreted in the future to restrict or
further restrict the Company's relationship with podiatrists.

Podiatrists may be subject to legal liability suits while under management
or physician engagement agreements with the Company. The Company will not
control or employ the podiatrists; however, the Company intends to acquire
certain liability insurance.

F-9
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

4. TRANSACTIONS WITH AFFILIATED PRACTICES (UNAUDITED)

As discussed in Note 1, the Company plans to complete the Transfers through
a series of stock and asset exchanges, the acquisition of certain assets and
assumption of certain liabilities of the Affiliated Practices concurrently with
an initial public offering of shares of its Common Stock.

AGREEMENTS WITH AFFILIATED PRACTICES AND REGIONAL GROUP PRACTICES

The Company is party to management agreements with each Regional Group
Practice. The owners of the Affiliated Practices will enter into five-year DPM
engagement agreements with the Regional Group Practices. Additionally, the
non-owner employee podiatrists at the Affiliated Practices will enter into
employment and noncompete agreements with the Regional Group Practices.

MANAGEMENT AGREEMENTS

The following summary of the management agreements is a general summary of
the form of the management agreements. The Company expects to enter into similar
agreements with other affiliated practices. The terms of the individual
management agreements into which the Company may enter in the future may vary
from the description below as a result of negotiations with individual practices
and the requirements of local laws and regulations.

Pursuant to the management agreements, the Company, among other things,
will (a) act as the exclusive manager and administrator of non-physician
services related to the operation of the Regional Group Practices, subject to
matters for which the Regional Group Practices maintain responsibility or which
are referred to the board of managers of the Regional Group Practices, (b) bill
patients, insurance companies and other third-party payors and collect, on
behalf of the Regional Group Practices, the fees for professional medical and
other services rendered (as allowed by local regulations), including goods and
supplies sold by the Regional Group Practices, (c) provide or arrange for, as
necessary, clerical, accounting, purchasing, payroll, legal, bookkeeping and
computer services and personnel, information management, preparation of certain
tax returns, printing, postage and duplication services and medical transcribing
services, (d) supervise and maintain custody of substantially all files and
records (medical records of the Regional Group Practices remain the property of
the Regional Group Practices), (e) provide facilities for the Regional Group
Practices, (f) prepare, in consultation with the policy boards and the Regional
Group Practices, all annual and capital operating budgets, (g) order and
purchase inventory and supplies as reasonably requested by the Regional Group
Practices, (h) implement, in consultation with the policy boards and the
Regional Group Practices, national and local public relations or advertising
programs, and (i) provide financial and business assistance in the negotiation,
establishment, supervision and maintenance of contracts and relationships with
managed-care and other similar providers and payors. Most of the services
described above are expected to be provided by employees previously employed by
the Affiliated Practices.

Under the management agreements, the Regional Group Practices will retain
the responsibility for, among other things, (a) hiring and compensating
physician employees and certain other medical professionals, (b) ensuring that
physicians have the required licenses, credentials, approvals and other
certifications needed to perform their duties and (c) complying with certain
federal and state laws and regulations applicable to the practice of podiatric
medicine and (d) matters involving its corporate governance, employees and
similar internal matters, including but not limited to preparation and the
contents of reports to regulatory authorities and distribution of professional
fee income. In addition, the Regional Group Practices will maintain exclusive
control of all aspects of the practice of medicine and the delivery of medical
services.

Under the management agreements, the Company will earn fees from the
Regional Group Practices on a monthly basis. The Company will be entitled to
retain a service fee equal to the Regional Group Practice expenses and ancillary
expenses plus approximately 12% to 18% of the Regional Group Practice revenues,

F-10
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

subject to adjustment to reflect the fair value of the management services

provided considering the nature and volume of services required and risks
assumed by the Company. In addition, the Company will generally be entitled to a
fee of approximately 70% of the ancillary revenues, net of certain operating
expenses, of the Regional Group Practice.

The management agreements between the Company and the Regional Group
Practices will have initial terms of 40 years, with automatic extensions (unless
specified notice is given) of additional 10-year terms. The management
agreements may be terminated by either party if the other party (a) files a
petition in bankruptcy or other similar events occur or (b) defaults on the
performance of a material duty or obligation, which default continues for a
specified term after notice and, in the case of the Regional Group Practice, has
also been approved by 80% of the equity holders of the Regional Group Practice.
In addition, the Company may terminate the agreement if the Regional Group
Practice or any DPM (a) engages in conduct or is formally accused of conduct
that would subject his or her license to practice medicine to be revoked or (b)
is otherwise disciplined by any licensing, regulatory or professional entity or
institution, if the result of any event described in clause (a) or (b)
reasonably would be expected to materially adversely affect the group practice.

During the term of the management agreement and for a period of one year
thereafter, the Regional Group Practices agree not to compete with the Company
in providing services similar to those provided by the Company or by any
Regional Group Practice anywhere within 20 miles of any location at which any
DPM of the Regional Group Practice has practiced medicine in the last year. In
addition, the initial management agreement makes the Company a third-party
beneficiary of the physician engagement agreement including the noncompetition
and liquidated damages provisions therein. The management agreements generally
require the Regional Group Practices to pursue enforcement of these provisions
or to assign to the Company the right to pursue enforcement. Furthermore, the
Company may require the Regional Group Practice to pay liquidated damages owed
by a departing DPM before those damages are collected by the Regional Group
Practice.

The Regional Group Practices will be responsible for obtaining professional
liability and workers' compensation insurance for the DPMs and other medical
employees of the Regional Group Practices, as well as general liability umbrella
coverage. The Company is responsible for obtaining professional liability and
workers' compensation insurance for employees of the Company and arranging for
general liability and property insurance for the Regional Group Practices.

The management agreements will contain indemnification provisions pursuant
to which the Company will indemnify the Regional Group Practices for damages
resulting from negligent acts or omissions by the Company or its agents,
employees or stockholders. In addition, the Regional Group Practices indemnify
the Company for any damages resulting from any negligent act or omission by any
affiliated DPM, agent or employee of the Regional Group Practices, other than
damages resulting from claims arising from the performance or nonperformance of
medical services.

PHYSICIAN ENGAGEMENT AGREEMENTS

In addition to becoming a member of a Regional Group Practice, each
affiliated DPM will enter into an engagement agreement with that Regional Group
Practice (the "Physician Engagement Agreement").

The Physician Engagement Agreements are for a period of five years with
successive two-year renewal periods thereafter. DPMs entering into Physician
Engagement Agreements agree to practice podiatric medicine on a full-time basis
for the Regional Group Practice in return for a percentage of the earnings
before taxes of and certain ancillary revenues related to that Regional Group
Practice. A Physician Engagement Agreement terminates (a) upon the death of the
DPM, (b) upon the DPM's "disability" or (c) at the Regional Group Practice's
option, for "cause," as defined in the Physician Engagement Agreement. If the
Physician Engagement Agreement terminates, other than at the normal expiration
of its term or as a

F-11
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

result of a violation by the Regional Group Practice, the DPM agrees to pay an
amount of liquidated damages to the Regional Group Practice approximately equal
to the twelve months of the Affiliated Practice expenses attributable to that
DPM and agreed to by the Company at the time the Purchase Agreement was
executed. Furthermore, during the term of the Physician Engagement Agreement and
for a period of one year commencing upon expiration or termination of the
agreement, the DPM will not compete with the Regional Group Practice within a
radius of 20 miles of the offices at which that DPM practiced podiatry in the
last year.

UNAUDITED PRO FORMA MANAGEMENT FEES

The management fees earned by the Company will be in accordance with a
standard management agreement which calls for a calculation of the monthly
management fee based primarily on the total revenues earned by the Regional
Group Practices. There are adjustments to the management fees designed to both
provide incentives for the DPMs to provide efficient patient treatment and to
increase the number of patients treated, as well as to ensure that the DPMs
retain a minimum amount for payment of their compensation from their respective
Regional Group Practice on a monthly basis. The Company believes the fees to be
generated by these formulas will be reflective of the fair market value of the
services provided and will be comparable to the fees earned by other management
companies in the respective jurisdictions where these arrangements will exist.

The unaudited pro forma management fee for practices is based on 15% of the
accrual basis revenues of the Affiliated Practices appropriately adjusted for
various provisions of the service fee agreement. The unaudited pro forma
management fee for ancillary services is based on 70% of accrual basis revenues
of the ancillary service revenues net of certain operating expenses. In
addition, the fee will include an amount approximately equal to the expenses of
the Regional Group Practice and other ancillary service expenses. Applying the
management fee agreements to the historical results of the Affiliated Practices,
the total unaudited pro forma management fee revenues for the year ended
December 31, 1996 would have been:

Affiliated Practice and ancillary
service management fees............... $ 2,666,301
Affiliated Practice and ancillary
service expenses...................... 14,570,580
--------------
Total unaudited pro forma
management fee revenues.... $ 17,236,881
==============

In addition, unaudited pro forma earnings to AMP attributed to AnestheCare
would approximate that of the historical income from operations of AnestheCare
of $1.1 million for the year ended December 31, 1996.

The above presentation of the unaudited pro forma management fees is
presented for illustrative purposes only and is not necessarily indicative of
the operating results that would have been achieved if the Transactions had been
consummated as of January 1, 1996, nor is it necessarily indicative of the
future operating results of the Company.

HISTORICAL INFORMATION OF AFFILIATED PRACTICES

The combined historical financial information of the Affiliated Practices
presented herein is not related to the financial position or results of
operations of AMP. This information is presented solely for the purpose of
providing disclosures to potential investors regarding the group of entities
with which AMP will be contracting to provide future services due to the
significant relationships between AMP and the Affiliated Practices. The
Affiliated Practices' financial information is presented on a combined
historical basis due to the fact that their service and engagement agreements
with the Company will be effective on the completion of the Offering. The
Affiliated Practices were not operated under common control or management during
the fiscal year ended December 31, 1996, or during the six months ended June 30,
1997.

F-12
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

COMBINED ADJUSTED REVENUES

SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
1996 1997
------------ -----------
(UNAUDITED) (UNAUDITED)
Affiliated Practices' net patient
revenues........................... $ 19,885,337 $ 9,714,600
Ancillary service revenues of
Affiliated Practices............... 2,486,220 1,101,009
AnestheCare.......................... 1,867,646 1,140,497
------------ -----------
Total combined adjusted
revenues................ $ 24,239,203 $11,956,106
============ ===========

OPERATING EXPENSES

Subsequent to the Transfers, substantially all of the operating expenses of
the Affiliated Practices will be the responsibility of AMP through the Regional
Group Practices to be formed. The Company shall be responsible for the payment
of all operating expenses incurred by the Regional Group Practice as required to
operate a podiatric office. These expenses will include the following:

a. Salaries, benefits, payroll taxes, workers' compensation, health
insurance and other benefit plans, and other direct expenses of all
employees of the Regional Group Practices, excluding those costs
associated with AMP and any other classification of employee which AMP
is prohibited from employing by law.

b. Direct costs of all employees or consultants that provide services to
each Regional Group Practice.

c. Office supplies as permitted by law.

d. Lease or rent payments as permitted by law, depreciation, principal and
other debt service, utilities, telephone and maintenance expenses for
practice facilities.

e. Property taxes on AMP assets located at Regional Group Practice
offices.

f. Property, casualty, liability and malpractice insurance premiums.

g. Recruiting expenses.

h. Interest on advances to Regional Group Practice bank accounts.

i. Advertising and other marketing expenses attributable to the promotion
of Regional Group Practice offices.

All of the above expenses will be incurred by AMP and be paid directly to
the third-party provider of the goods or services indicated.

The Regional Group Practices will assume responsibility for the payment of
any and all direct employment expenses, including benefits, for any DPM or other
employee that AMP is prohibited by law from employing. In addition, the Regional
Group Practices will retain responsibility for the payment of continuing
education expenses, seminars, professional licenses, professional membership
dues and all other expenses of any DPM.

F-13
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The combined historical expenses of the Affiliated Practices, ancillary
services of the Affiliated Practices and AnestheCare for the year ended December
31, 1996, and the six months ended June 30, 1997, were as follows:

COMBINED DETAIL OF EXPENSES

SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
1996 1997
------------ -----------
(UNAUDITED) (UNAUDITED)
Salaries, wages and benefits of
employees, excluding the DPMs...... $ 4,276,562 $ 2,219,891
Supplies............................. 1,451,835 635,518
Rent................................. 1,660,960 731,820
Advertising and marketing............ 502,655 250,573
General and administrative........... 6,850,898 3,636,663
Depreciation and amortization on
acquired assets.................... 591,495 232,860
------------ -----------
Total expenses............. $ 15,334,405 $ 7,707,325
============ ===========

The above presentation of the combined expenses of the Affiliated
Practices, ancillary services of the Affiliated Practices and AnestheCare is
presented solely for the purpose of providing disclosure to potential investors
regarding the group of entities with which AMP will be contracting to provide
future services. All of the historical expenses incurred (as noted above) will
not be assumed by AMP and are not necessarily indicative of the expenses to be
incurred by the Company in the future.

RECEIVABLES OF AFFILIATED PRACTICES

The following table presents the combined uncollected patient receivables
of the Affiliated Practices and AnestheCare affiliate receivables, net of
allowance for bad debts and contractual allowances.

COMBINED NET RECEIVABLES

DECEMBER 31, JUNE 30,
1996 1997
------------ -----------
(UNAUDITED) (UNAUDITED)
Patient receivables, net of
contractual and bad debt allowances
of $4,294,718 and $4,353,074,
respectively....................... $3,912,255 $ 3,512,620
AnestheCare affiliate receivables.... 386,970 596,463
------------ -----------
$4,299,225 $ 4,109,083
============ ===========

5. SUBSEQUENT EVENTS (UNAUDITED)

In connection with the Offering, it is anticipated that existing shares of
the Company's Common Stock will be converted into shares of Class B Common
Stock. In addition, it is anticipated that following such conversion and prior
to the closing of the Offering, the Company will effect a stock split of the
Company's Class B Common Stock.

Subsequent to June 30, 1997, the Company adopted the 1997 Incentive and
Non-Qualified Stock Option Plan (the "1997 Plan") to provide incentives to
attract and retain directors, officers, advisors, consultants and key employees.
Officers, directors, employees of the Company, consultants and advisors to the
Company are eligible to receive awards under the 1997 Plan, at the Plan
Administrator's discretion. Awards available under the 1997 Plan include: (i)
common stock purchase options; (ii) stock appreciation rights; (iii) restricted
stock; (iv) deferred stock; (v) performance shares and (vi) other stock based
awards.

F-14
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The Company has reserved up to 8% of the shares of its Common Stock for granting
of awards under the 1997 Plan. Under the terms of the 1997 Plan, the Plan
Administrator retains discretion, subject to plan limits, to modify the terms of
outstanding awards and to reprice awards. Subsequent to June 30, 1997, options
to purchase 3.34% of the shares of Common Stock were granted, and options to
purchase 0.37% of the shares of Common Stock were authorized, but not granted,
all at an exercise price equal to the initial public offering price. The Company
anticipates granting options to purchase additional shares of Common Stock to
employees of AMP and the Regional Group Practices, prior to or contemporaneous
with the closing of the Offering, at a purchase price equal to the initial
public offering price.

During September 1997, AFC entered into a loan and security agreement which
resulted in borrowings of $500,000 from a third party. The borrowings bear
interest at an annual rate of 18%, payable quarterly, and are due March 31, 1998
or the fifth day following the date of the initial public offering. The
agreement provides for, at the lenders' option exercised by notice prior to the
initial public offering pricing, the conversion of any or all of the outstanding
principal and accrued interest on the loan into shares of AMP Common Stock
offered in the Offering valued at the initial public offering price. Proceeds
under the loan are being used by AFC to fund certain expenses on behalf of AMP
in conjunction with AMP's proposed initial public offering.

During November 1997, AFC intends to complete a financing of $1,500,000,
representing $1,425,000 in non-interest bearing loans and $75,000 representing
15 membership interests in AFC to fund certain expenses on behalf of AMP, in
conjunction with AMP's proposed initial public offering. The financing provides
for the loans to be repaid by AFC from funds it will receive from AMP's initial
public offering. Additionally, at the investor's option prior to the Offering,
AFC is required to repurchase each of the 15 membership units in AFC in exchange
for either (i) $71,667 in cash or (ii) $71,667 worth of AMP Common Stock offered
in its initial public offering valued at the initial public offering price of
AMP Common Stock.

The Company has received from a major international financial institution a
commitment for a $15.0 million, three-year revolving credit facility that is
expected to be available to help fund the Company's working capital needs,
capital expenditures and anticipated future affiliations. The credit facility is
expected to contain customary affirmative and negative covenants (including
proscriptions on the payment of dividends and capital expenditures.) The credit
facility is expected to bear interest at either the London Inter-Bank Offered
Rate or, at the Company's option, the lender's base rate, plus a margin based on
the ratio of the Company's senior debt to earnings before interest, taxes,
depreciation and amortization. There can be no assurance that the Company will
ultimately close on the credit facility.

The Board of Directors is authorized without further action by the
stockholders to provide for the issuance of shares of Preferred Stock as a class
without series or in one or more series, to establish the number of shares in
each class or series and to fix the designation, powers, preferences, powers and
rights, of each such class or series and the qualifications, limitations or
restrictions thereof. The issuance of Preferred Stock could have the effect of
delaying or preventing a change in control of the Company.

In the fourth quarter of 1997, AMP intends to file a registration statement
regarding its initial public offering of its Common Stock and intends to
simultaneously exchange cash and shares of its Common Stock for certain assets
and liabilities of the founding practices upon consummation of the Offering. An
investment in shares of Common Stock offered by this prospectus involves a high
degree of risk, including, among others, limited operating history of the
Company and combined practices, dependence on operative agreements, dependence
on Regional Group Practices, implementation of information systems, dependence
upon key personnel, growth strategy, managed care, future health care reform,
competition and the need for additional funds. For a more thorough discussion of
risk factors, see "Risk Factors" included elsewhere in this prospectus.

F-15

<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Pyramid Anesthesiology Group, Inc.:

We have audited the accompanying balance sheets of Pyramid Anesthesiology
Group, Inc. (the "Company" or "AnestheCare"), a Georgia S Corporation, as of
December 31, 1995 and 1996, 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.

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 Pyramid Anesthesiology
Group, Inc., as of December 31, 1995 and 1996, 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

Houston, Texas
October 16, 1997

F-16
<PAGE>
PYRAMID ANESTHESIOLOGY GROUP, INC.
BALANCE SHEETS

DECEMBER 31,
---------------------- JUNE 30,
1995 1996 1997
---------- ---------- -----------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash............................ $ 5 $ 42,464 $ --
Accounts receivable............. 31,970 -- --
Accounts receivable from
affiliates.................... 550,525 386,970 596,463
Other current assets............ 3,980 1,183 --
---------- ---------- -----------
Total current assets....... 586,480 430,617 596,463
---------- ---------- -----------
EQUIPMENT, at cost
Computers and equipment......... 88,960 132,029 147,338
Furniture and fixtures.......... 97,575 115,860 115,860
---------- ---------- -----------
186,535 247,889 263,198
Less-Accumulated depreciation... (26,373) (86,775) (113,072)
---------- ---------- -----------
160,162 161,114 150,126
---------- ---------- -----------
OTHER ASSETS:
Investment...................... 18,000 7,200 7,200
---------- ---------- -----------
$ 764,642 $ 598,931 $ 753,789
========== ========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable................ $ 13,726 $ 20,904 $ 65,955
Due to affiliates............... 250,770 260,504 282,839
Accrued expenses................ 15,122 41,543 21,203
Note payable to related party... 26,438 74,776 --
---------- ---------- -----------
Total current
liabilities............. 306,056 397,727 369,997
---------- ---------- -----------
STOCKHOLDERS' EQUITY:
Common stock.................... 2,000 2,000 2,000
Retained earnings............... 456,586 199,204 381,792
---------- ---------- -----------
Total stockholders'
equity.................. 458,586 201,204 383,792
---------- ---------- -----------
$ 764,642 $ 598,931 $ 753,789
========== ========== ===========

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

F-17
<PAGE>
PYRAMID ANESTHESIOLOGY GROUP, INC.
STATEMENTS OF OPERATIONS

YEARS ENDED SIX MONTHS
DECEMBER 31, ENDED
-------------------------- JUNE 30,
1995 1996 1997
------------ ------------ ------------
(UNAUDITED)
REVENUES............................. $ 1,009,017 $ 1,867,646 $ 1,140,497
OPERATING EXPENSES................... 495,960 763,825 390,352
------------ ------------ ------------
Income from operations..... 513,057 1,103,821 750,145
------------ ------------ ------------
OTHER INCOME:
Interest income................. 3,851 1,719 1,212
Gain on sale of investment to
affiliate..................... -- 196,875 --
Other........................... 16,558 11,203 44,697
------------ ------------ ------------
Total other income......... 20,409 209,797 45,909
------------ ------------ ------------
NET INCOME........................... $ 533,466 $ 1,313,618 $ 796,054
============ ============ ============

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

F-18
<PAGE>
PYRAMID ANESTHESIOLOGY GROUP, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK
------------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
------- ------- ----------- --------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1994........... 2,000 $ 2,000 $ 45,341 $ 47,341
Stockholder distributions....... -- -- (122,221) (122,221)
Net income...................... -- -- 533,466 533,466
------- ------- ----------- --------------
BALANCE, December 31, 1995........... 2,000 2,000 456,586 458,586
Stockholder distributions....... -- -- (1,571,000) (1,571,000)
Net income...................... -- -- 1,313,618 1,313,618
------- ------- ----------- --------------
BALANCE, December 31, 1996........... 2,000 2,000 199,204 201,204
Stockholder distributions
(unaudited)................... -- -- (613,466) (613,466)
Net income (unaudited).......... -- -- 796,054 796,054
------- ------- ----------- --------------
BALANCE, June 30, 1997 (unaudited)... 2,000 $ 2,000 $ 381,792 $ 383,792
======= ======= =========== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.

F-19
<PAGE>
PYRAMID ANESTHESIOLOGY GROUP, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED PERIOD
DECEMBER 31, ENDED
---------------------------- JUNE 30,
1995 1996 1997
------------ -------------- ------------
(UNAUDITED)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income......................... $ 533,466 $ 1,313,618 $ 796,054
Adjustments to reconcile net income
to net cash provided by
operating activities --
Depreciation.................... 26,373 60,402 26,297
Gain on sale of investments..... -- (196,875) --
Changes in assets and
liabilities --
Accounts receivable........... 3,030 31,970 --
Accounts receivable from
affiliates................. 926,388 163,555 (209,493)
Other current assets.......... (3,980) 2,797 1,183
Accounts payable.............. (13,486) 7,178 45,051
Due to affiliates............. (1,186,590) 9,734 22,335
Accrued expenses.............. 15,122 26,421 (20,340)
------------ -------------- ------------
Net cash provided by operating
activities.................... 300,323 1,418,800 661,087
------------ -------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and
equipment....................... (186,535) (61,354) (15,309)
Purchase of investment............. (18,000) -- --
Proceeds from sale of investment... -- 207,675 --
------------ -------------- ------------
Net cash provided by (used in)
investing activities.......... (204,535) 146,321 (15,309)
------------ -------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to shareholders...... (122,221) (1,571,000) (613,466)
Note payable to related party...... 26,438 48,338 (74,776)
------------ -------------- ------------
Net cash used in financing
activities.................... (95,783) (1,522,662) (688,242)
------------ -------------- ------------
NET INCREASE (DECREASE) IN CASH...... 5 42,459 (42,464)
CASH, beginning of period............ -- 5 42,464
------------ -------------- ------------
CASH, end of period.................. $ 5 $ 42,464 $ --
============ ============== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.

F-20
<PAGE>
PYRAMID ANESTHESIOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Pyramid Anesthesiology Group, Inc. (the "Company"), a Georgia S
Corporation, was incorporated on February 1, 1993, for the purpose of providing
billing and management services for entities that provide health care-related
services for local hospitals and to members of the community. The Company began
generating revenues from ongoing operations in March 1995.

USE OF ESTIMATES

INTERIM UNAUDITED FINANCIAL INFORMATION

The interim financial statements for the six months ended June 30, 1997,
are unaudited, and certain information and footnote disclosures, normally
included in financial statements prepared in accordance with generally accepted
accounting principles, have been omitted. In the opinion of management, they
include all adjustments (consisting solely of normal recurring adjustments)
necessary for a fair presentation of the unaudited financial statements for this
interim period have been included. Accounting measurements at interim dates
inherently involve greater reliance on estimates than at year end. The results
of interim periods are not necessarily indicative of the results to be obtained
for a full year.

INVESTMENT

The Company maintains an ownership interest in a partnership. Since the
Company's ownership does not represent a significant influence, the investment
is accounted for under the cost method.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash, receivables and accounts payable approximates
fair value due to the short maturity of these instruments.

PROPERTY AND DEPRECIATION

Property and equipment are stated at cost. Depreciation is provided on the
straight-line method over the estimated useful lives of the respective assets.
Those lives are as follows:

Computers and equipment.............. 5 years
Furniture and fixtures............... 7 years

Maintenance and repairs are charged to expense as incurred whereas major
renewals and betterments are capitalized. When items of property or equipment
are sold or retired, the related cost and accumulated depreciation are removed
from the accounts and any gain or loss is included in income.

INCOME TAXES

The Company, with the consent of its stockholders, has elected under the
Internal Revenue Code to be an S Corporation for tax purposes. In lieu of
corporation income taxes, the stockholders of an S Corporation are taxed on
their proportionate share of the Company's taxable income. Therefore, no
provisions or liability for income taxes has been included in the financial
statements.

F-21
<PAGE>
PYRAMID ANESTHESIOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

SIGNIFICANT CONCENTRATIONS

Substantially all of the Company's revenue is from services performed
through affiliates of the Company (see Note 3). The Company's parent has signed
a professional services agreement with one hospital which expires September 30,
1999, with continuing one-year renewal options thereafter. Approximately 32% and
47% of the Company's revenues were from services associated with this contract
during the years ended December 31, 1995 and 1996, respectively.

2. RELATED-PARTY TRANSACTIONS

The Company provides services to a group of affiliated companies (the
"Affiliates"). As of December 31, 1995 and 1996, the Affiliates with some
common owners are Georgia Rehabilitation Center, Southern Crescent Nurse
Anesthesia, LLC, and Cell Saver, Inc. Southern Crescent Anesthesiology, Inc., is
also an affiliate but is not under common control.

The Company earns 10 percent of all revenues collected on behalf of the
Affiliates. Accounts receivable from these affiliated entities as of December
31, 1995 and 1996, were $550,525 and $386,870, respectively. Revenues from these
affiliated entities for the years ended December 31, 1995 and 1996, were
$686,339 and $747,127, respectively. In addition, revenues from services
provided to three hospitals are earned through affiliates of the Company,
primarily through a professional services agreement between the parent Company
(the "Parent") and one hospital. Revenues earned by the Company as a result of
the agreement between the Parent and the one hospital for the years ended
December 31, 1995 and 1996 were $319,696 and $884,998, respectively. Based upon
contractual arrangements between the Company and the Affiliates, certain general
and administrative costs which benefit all the entities are shared amongst all
entities. Expenses allocated to the Affiliates for the years ended December 31,
1995 and 1996, were $57,500 and $230,728, respectively. One of the Affiliates
had prepaid $17,166 of these expenses, which is shown as due to affiliates in
the accompanying financial statements.

3. COMMITMENTS AND CONTINGENCIES

The Company rents office space from one of the Affiliates for $5,166 per
month through August 2005. Rent expense for 1996 was $61,992. The Company
additionally leases a light truck and an office copier.

Future minimum payments under these leases are as follows:

Year ending December 31 --
1997............................ $ 67,006
1998............................ 68,721
1999............................ 68,473
2000............................ 65,111
2001............................ 61,992
Thereafter...................... 222,138
----------
$ 553,441
==========

The Company has a defined contribution 401(k) plan. Eligible employees can
contribute up to 15 percent of their compensation, and the Company may make a
discretionary matching contribution. For 1996, the Company contributed $8,625.
No matching contributions have been approved for 1997.

4. SUBSEQUENT EVENTS

In October 1997, the Company entered into an agreement with American
Medical Providers, Inc. ("AMP"), pursuant to which AMP or a designated
subsidiary will acquire substantially all of the assets and operations of the
Company. The scope of the ongoing operations of the Company will be
significantly reduced as a result of the sale.

F-22
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET

Simultaneously with and as a condition to the closing of the initial public
offering (the "Offering"), American Medical Providers, Inc. (the "Company"
or "AMP") will acquire certain operating assets and accounts receivable or
stock of 45 separate podiatric practices (the "Transfers") (these practices
collectively referred to as the "Affiliated Practices") in exchange for cash,
shares of class A common stock, $.01 par value per share (the "Common Stock")
and the assumption of certain indebtedness. The aggregate consideration paid by
the Company to the initial Affiliated Practices is approximately $32.9
million.
AMP will also acquire through a transaction to be accounted for as a purchase,
certain assets of Pyramid Anesthesiology Group, Inc. (the "AnestheCare
Transfer"), an anesthesiology management services organization ("AnestheCare"
and, together with the Affiliated Practices, the "Transactions"). The
Transfers will be accounted for pursuant to Staff Accounting Bulletin No. 48,
"Transfers of Non-monetary Assets by Promoters and Shareholders" ("SAB No.
48"). As a result, these transactions will result in the carryover basis of
non-monetary assets of the Affiliated Practices.

The following unaudited pro forma combined balance sheet gives effect to
the Transactions and the Offering, and is based upon the historical financial
statements of AMP, the Affiliated Practices as a group, and AnestheCare.

The unaudited pro forma combined balance sheet gives effect as if such
events had occurred on June 30, 1997. The unaudited pro forma combined balance
sheet should be read in conjunction with other financial information, including
the financial statements of AMP included elsewhere in this Prospectus.

The Company will not employ podiatrists or control the practice of
podiatry. As the Company will not be acquiring the future patient revenues
earned by the Affiliated Practices, the Transfers are not deemed to be business
combinations. In accordance with SAB No. 48, the Transfers will be accounted for
at the historical cost basis with the shares of common stock to be issued in
those transactions being valued at the historical cost of the non-monetary
assets acquired.

The unaudited pro forma combined balance sheet is presented for
illustrative purposes only and is not necessarily indicative of the financial
position that would have been achieved if the Transactions and Offering had been
consummated on the date indicated, nor is it necessarily indicative of the
future operating results of the Company.

F-23
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
AMERICAN COMBINED PRO POST
MEDICAL AFFILIATED PRO FORMA FORMA OFFERING
PROVIDERS, INC. PRACTICES ANESTHECARE ADJUSTMENTS COMBINED ADJUSTMENTS
--------------- -------- ----------- ----------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents........... $-- $ 948 $-- $ (948)(1) $ --
Patient receivables, net............ -- 3,513 -- -- 3,513
Affiliate receivables............... -- -- 596 -- 596
Deferred issuance costs............. 654 -- -- -- 654
Other current assets................ 5 541 -- (307)(1) 239
--------------- -------- ----------- ----------- -------- -----------
Total current assets........... 659 5,002 596 (1,255) 5,002
Equipment, net...................... 135 1,180 150 -- 1,465
Other assets........................ -- 347 8 (355)(1) --
Goodwill............................ -- -- 6,116 6,116
--------------- -------- ----------- ----------- -------- -----------
Total assets................... $ 794 $ 6,529 $ 754 $ 4,506 $12,583 $
=============== ======== =========== =========== ======== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
CURRENT LIABILITIES:
Accounts payable and other current
liabilities....................... $ 515 $ 1,439 $ 370 $(1,809)(1) $ 515
Due to stockholders................. 1,593 -- -- -- 1,593
Payable to Affiliated Practices..... -- -- -- 10,041(1) 10,041
Payable to AnestheCare.............. -- -- -- 6,000(1) 6,000
Deferred income taxes............... -- -- -- 875(2) 875
Current portion of long-term debt... -- 867 -- (211)(1) 656
--------------- -------- ----------- ----------- -------- -----------
Total current liabilities...... 2,108 2,306 370 14,896 19,680
--------------- -------- ----------- ----------- -------- -----------
Long-term debt, less current
portion........................... -- 765 -- (765)(1) --
--------------- -------- ----------- ----------- -------- -----------
Total liabilities.............. 2,108 3,071 370 14,131 19,680
--------------- -------- ----------- ----------- -------- -----------
STOCKHOLDERS' EQUITY (DEFICIT):
American Medical Providers, Inc.....
Class A Common Stock........... -- -- -- 3(1) 3
Class B Common Stock........... -- -- -- -- --
Accumulated deficit............ (1,314) -- -- (6,285)(1)(2) (7,599)
Additional paid-in capital..... -- -- -- 499(1) 499
AnestheCare
Common Stock................... -- -- 2 (2)(1) --
Retained earnings.............. -- -- 382 (382)(1) --
Affiliated Practices' combined
equity............................ -- 3,458 -- (3,458)(1) --
--------------- -------- ----------- ----------- -------- -----------
Total stockholders' equity
(deficit).................... (1,314) 3,458 384 (9,625) (7,097)
--------------- -------- ----------- ----------- -------- -----------
Total liablities and
stockholders' equity
(deficit).................... $ 794 $ 6,529 $ 754 $ 4,506 $12,583 $
=============== ======== =========== =========== ======== ===========
</TABLE>
PRO FORMA
AS ADJUSTED
-----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents...........
Patient receivables, net............
Affiliate receivables...............
Deferred issuance costs.............
Other current assets................
-----------
Total current assets...........
Equipment, net......................
Other assets........................
Goodwill............................
-----------
Total assets................... $
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
CURRENT LIABILITIES:
Accounts payable and other current
liabilities.......................
Due to stockholders.................
Payable to Affiliated Practices.....
Payable to AnestheCare..............
Deferred income taxes...............
Current portion of long-term debt...
-----------
Total current liabilities......
-----------
Long-term debt, less current
portion...........................
-----------
Total liabilities..............
-----------
STOCKHOLDERS' EQUITY (DEFICIT):
American Medical Providers, Inc.....
Class A Common Stock...........
Class B Common Stock...........
Accumulated deficit............
Additional paid-in capital.....
AnestheCare
Common Stock...................
Retained earnings..............
Affiliated Practices' combined
equity............................
-----------
Total stockholders' equity
(deficit)....................
-----------
Total liablities and
stockholders' equity
(deficit).................... $
===========

The accompanying notes to the unaudited pro forma combined balance sheet
are an integral part of this financial statement.

F-24
<PAGE>
AMERICAN MEDICAL PROVIDERS, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET

The following is a summary of the adjustments reflected in the unaudited
combined pro forma balance sheet:

(1) Reflects the issuance of shares of Common Stock of the
Company and cash of approximately $10.0 million in exchange for
certain operating assets and accounts receivable or stock and
assumption of certain liabilities of the Affiliated Practices and the
issuance of shares of Common Stock of the Company and cash of
approximately $6.0 million in connection with the AnestheCare
Transfer, and to remove certain assets, liabilities and owners' equity
not acquired as part of the Transactions. The Affiliated Practices
will receive up to twenty percent of the consideration in cash and the
remainder in Common Stock.

(2) Reflects the deferred income tax liability attributable to the
temporary differences between financial reporting and income tax bases
of assets and liabilities currently being acquired by AMP through the
Transactions.

F-25
<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING 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 ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITY
OTHER THAN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES OF
COMMON STOCK BY ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR
SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
------------------------

TABLE OF CONTENTS

PAGE
----
Prospectus Summary...................... 3
Risk Factors............................ 8
Use of Proceeds......................... 16
Dividend Policy......................... 16
Dilution................................ 17
Capitalization.......................... 18
Selected Financial Data................. 19
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................ 20
Business................................ 22
Management.............................. 38
Certain Transactions.................... 44
Principal Stockholders.................. 47
Description of Capital Stock............ 48
Shares Eligible for Future Sale......... 51
Underwriting............................ 52
Legal Matters........................... 53
Experts................................. 53
Additional Information.................. 53
Index to Financial Statements........... F-1

UNTIL , 1997 ALL DEALERS EFFECTING TRANSACTIONS IN THE
REGISTERED SECURITIES, 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 ON SUBSCRIPTIONS.

SHARES
AMERICAN MEDICAL
PROVIDERS, INC.
CLASS A COMMON STOCK

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

PROSPECTUS
------------------------

A.G. EDWARDS & SONS, INC.

, 1997

<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses to be paid by the Company
(other than underwriting compensation expected to be incurred) in connection
with the offering described in this Registration Statement. All amounts are
estimates, except the Securities and Exchange Commission registration fee, the
NASD filing fee and the Nasdaq National Market listing fee.

Securities and Exchange Commission
registration fee...................... $
NASD filing fee.........................
Nasdaq National Market listing fee...... *
Blue sky fees and expenses.............. *
Printing and engraving fees and
expenses.............................. *
Legal fees and expenses................. *
Accounting fees and expenses............ *
Transfer agent and registrar fees and
expenses.............................. *
Premiums for D&O insurance.............. *
----------
Miscellaneous expenses.................. *
----------
Total.............................. $
==========

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

* To be provided by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

DELAWARE GENERAL CORPORATION LAW

The General Corporation Law of the State of Delaware (the "DGCL")
provides for indemnification by a corporation of costs incurred by directors,
employees and agents in connection with an action, suit or proceeding brought by
reason of their position as a director, employee or agent. The person being
indemnified must have acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation. The DGCL
provides that a corporation may advance payment of expenses. The DGCL further
provides that the indemnification and advancement of expenses provisions of the
DGCL will not be deemed exclusive of any other rights to which these
indemnifications or advancements of expenses may be entitled under bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action under official capacity and as to action in another capacity when
holding such office.

In addition to the general indemnification section, Delaware law provides
further protection for directors under Section 102(b)(7) of the DGCL. This
section was enacted in June 1986 and allows a Delaware corporation to include in
its certificate of incorporation a provision that eliminates and limits certain
personal liability of a director for monetary damages for certain breaches of
the director' s fiduciary duty of care, provided that any such provision does
not (in the words of the statute) do any of the following:

"eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of this
Title [dealing with willful or negligent violation of the statutory
provision concerning dividends and stock purchases and redemptions], or
(iv) for any transaction from which the director derived an improper
personal benefit. No such provision shall eliminate or limit the liability
of a director for any act or omission occurring prior to the date when such
provision becomes effective . . . ."

II-1
<PAGE>
CERTIFICATE OF INCORPORATION

The Amended Restated Certificate of Incorporation of the Company provides
that the liability of directors of the Company shall be eliminated to the
fullest extent permissible under the DGCL. If the DGCL is amended to authorize
the further elimination or limitation of the liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability described above, shall be limited to the fullest extent
permitted by the amended DGCL. Further, any repeal or modification of such
provision of the Amended and Restated Certificate of Incorporation by the
stockholders of the Company shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director of the Company
existing at the time of such repeal or modification.

BYLAWS

The Bylaws of the Company generally provide that the Company will indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action by reason of the fact that he or she is
or was a director, officer, employee or agent, of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), actually and
reasonably incurred by him or her in connection with such action if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interest of the Corporation; provided, however, that the
Company is only required to indemnify persons serving as directors, officers,
employees or agents of the Company for the expenses incurred in a proceeding if
such person is a party to and is successful, on the merits or otherwise, in such
proceeding. The Bylaws further provide that, in the event of any threatened, or
pending action, suit or proceeding in which any of the persons referred to above
is a party or is involved and that may give rise to a right of indemnification
under the Bylaws, following written request by such person, the Company will
promptly pay to such person amounts to cover expenses reasonably incurred by
such person in such proceeding in advance of its final disposition upon the
receipt by the Company of an undertaking executed by or on behalf of such person
providing that such person will repay the advance if it is ultimately determined
that such person is not entitled to be indemnified by the Company as provided in
the Bylaws.

UNDERWRITING AGREEMENT

The Underwriting Agreement provides for the indemnification of the
directors and officers of the Company in certain circumstances.

INSURANCE

The Company intends to maintain liability insurance for the benefit of its
directors and officers.

II-2
<PAGE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

The following information relates to securities of the Company issued or
sold within the past three years which were not registered under the Securities
Act:

The Company issued the shares of its existing common stock, without class,
par value $.01 per share as follows:

HOLDER NUMBER OF SHARES(1) DATE
- -------------------- -------------------- --------
Jack N. McCrary..... 3,500 8/22/96
Jack N. McCrary..... 3,000 8/22/96
Ankle and Foot
Centers of
America, LLC...... 11,250 8/22/96
Kevin C. Graham..... 20 8/22/96
Wayne A. Bertsch.... 552.5 10/14/96
Wayne A. Bertsch.... 2.5 6/16/97
Randy Johnson....... 552.5 10/14/96
Randy Johnson....... 2.5 6/16/97
Cherie J. Partain... 10 10/14/96
Cherie J. Partain... 15 6/16/97
Robert C. Joyner.... 320 6/16/97
Robert C. Joyner.... 235 9/09/97
Amanda Walker....... 5 6/16/97
Gary Hubschman...... 200 6/16/97
Karen Boyle......... 15 6/16/97
Kenneth Arrowood.... 100 9/09/97
Cecil Pickens....... 50 10/14/97
Joseph Grau......... 50 10/14/97
Robert C. Joyner, as
Escrow Agent...... 120 9/9/97

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

(1) The Company received $200.00 in connection with the issuance of its original
20,000 shares to AFC and Jack McCrary. All other shares of the Company's
existing common stock were issued for nominal consideration.

On November , 1997 the Company converted each share of such common stock
into one share of the Company's Class B Common Stock, par value $.001 per share.

The foregoing securities were issued pursuant to the exemption from
registration under Section 4(2) of the Act since no public offering was involved
and the securities were acquired for investment and not with a view to
distribution.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

The following exhibits are filed pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------------------------ ------------------------------------------------------------------------------------------
<C> <S>
1.1* -- Form of Underwriting Agreement
3.1 -- Form of Amended and Restated Certificate of Incorporation of American Medical Providers,
Inc. (the "Company")
3.2 -- Form of Amended and Restated Bylaws of the Company
5.1* -- Opinion of Baker & Hostetler, LLP regarding legality of securities being registered
10.1 -- Form of 1997 Incentive and Non-Qualified Stock Option Plan of the Company
10.2* -- Employment Agreement between the Company and Jack N. McCrary
10.3* -- Employment Agreement between the Company and Wayne A. Bertsch
10.4* -- Employment Agreement between the Company and Randy E. Johnson
10.5 -- Form of Management Services Agreement by and among the Company and each Regional Group
Practice

II-3
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
- ------------------------ ------------------------------------------------------------------------------------------
10.6 -- Form of Physician Employment Agreement by and between each non-practice owner DPM and the
Regional Group Practice
10.7 -- Form of Physician Engagement Agreement by and between each DPM practice owner and the
Regional Group Practice
10.8 -- Form of Stock Purchase Agreement among the Company and certain DPM practice owners
10.9 -- Form of Business Purchase Agreement among the Company and certain DPM practice owners
10.10 -- Asset Purchase Agreement dated October 31, 1997 among the Company and Pyramid
Anesthesiology Group, Inc.
10.11 -- Form of Registration Rights Agreement between the Company and each DPM practice owner
10.12* -- Form of Stockholder Protection Agreement dated as of , 1997 between the
Company and , as Rights Agent.
10.13* -- Reimbursement and Assumption Agreement dated as of , 1997 between the
Company and Ankle & Foot Centers of America, L.L.C.
23.1 -- Consent of Arthur Andersen LLP
23.2* -- Consent of Baker & Hostetler, LLP (contained in Exhibit 5.1)
24.1 -- Power of Attorney (contained on the signature page II-4 of this Registration Statement)
27.1 -- Financial Data Schedule
</TABLE>
- -----------

* To be filed by amendment.

(b) Financial Statement Schedules.

All schedules are omitted because they are not applicable or because the
required information is contained in the Financial Statements or Notes thereto.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes as follows:

(1) To provide to the Underwriters at the closing specified in the
Underwriting 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 provisions described
in Item 14, or otherwise, the registrant has been advised that in the
opinion of the 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 payments
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, 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) That, for the purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a 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 this registration statement as of the time it was declared
effective.

(4) That, 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-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
American Medical Providers, Inc. has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on November 4, 1997.

AMERICAN MEDICAL PROVIDERS, INC.
By: /s/JACK N. McCRARY
JACK N. MCCRARY
CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Jack N. McCrary and Wayne A. Bertsch, and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities to sign any and all amendments (including pre-effective and
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- ------------------------------------------------------------ -----------------
/s/JACK N. McCRARY Chairman, President, Chief November 4, 1997
JACK N. MCCRARY Executive Officer and Director
(Principal Executive Officer)
/s/WAYNE A. BERTSCH Senior Vice President, Chief November 4, 1997
WAYNE A. BERTSCH Financial Officer and Director
(Principal Financial and
Accounting Officer)
/s/CECIL R. PICKENS Vice President and Chief November 4, 1997
CECIL R. PICKENS Accounting Officer (Principal
Accounting Officer)

II-5

EXHIBIT 3.1

FORM OF

AMERICAN MEDICAL PROVIDERS, INC.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Jack N. McCrary and Wayne A. Bertsch, being the duly elected President and
Secretary, respectively, of American Medical Providers, Inc. (the
"Corporation"), a corporation organized and existing under and by virtue of the
Delaware General Corporation Law, do hereby certify as follows:

1. That the Corporation was originally incorporated in the State of
Delaware on August 9, 1996, under the name of Podiatry Newco, Inc.

2. That the Board of Directors of the Corporation, in accordance with
Sections 242 and 245 of the Delaware General Corporation Law, adopted
resolutions as of _______________, 1997 providing for the adoption of an Amended
and Restated Certificate of Incorporation of the Corporation in the form
attached hereto as Exhibit A which amends and restates the Certificate of
Incorporation in its entirety. The resolution further directed that the Amended
and Restated Certificate of Incorporation be submitted to the stockholders of
the Corporation for their consideration and approval.

3. That, in accordance with Section 242 of the Delaware General
Corporation Law, the holders of a majority of the outstanding stock of the
Corporation adopted a resolution dated as of _____________________, 1997
providing for the adoption of the Amended and Restated Certificate of
Incorporation of the Corporation. Such resolution was adopted by written consent
in lieu of a special meeting of stockholders of the Corporation, as permitted by
Section 228(a) of the Delaware General Corporation Law, and written notice of
the taking of a corporate action without a meeting by less than unanimous
written consent has been given as required by Section 228(d) of the Delaware
General Corporation Law.

IN WITNESS WHEREOF, American Medical Providers, Inc. has caused this
Amended and Restated Certificate of Incorporation to be executed by Jack N.
McCrary, its President, and Wayne A. Bertsch, its Secretary, as of this ______
day of ____________, 1997.

AMERICAN MEDICAL PROVIDERS, INC.

By:_______________________________________
Jack N. McCrary, President

ATTEST:

By:_________________________________
Wayne A. Bertsch, Secretary

<PAGE>
EXHIBIT A

FORM OF

AMENDED AND RESTATED ARTICLES OF INCORPORATION

AMERICAN MEDICAL PROVIDERS, INC.
A DELAWARE CORPORATION

FIRST. The name of the corporation is AMERICAN MEDICAL PROVIDERS, INC.

SECOND. The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware ("Delaware Law").

THIRD. The total number of shares of all classes of stock which the
corporation shall have authority to issue is [ ], consisting of (i) [ ] shares
of Common Stock (a) [ ] shares of which shall be designated as Class A Common
Stock (the "Class A Common Stock") with a par value of $.001 per share and (b) [
] shares of which shall be designated as Class B Common Stock (the "Class B
Common Stock") with a par value of $.001 per share and (ii) [ ] shares with a
par value of $.001 per share shall be designated as Preferred Stock. Except as
set forth below, the designations, preferences, qualifications, limitations,
restrictions, and special or relative rights of the Class A Common Stock and the
Class B Common Stock shall be identical and equal in all respects, share for
share, except that the voting power in the Corporation for the election of
directors and for any and all other purposes shall be vested exclusively in the
holders of the Class A Common Stock and the Class B Common Stock as set forth
below, and at all meetings of the shareholders and at all elections of the
directors, each holder of the Class A Common Stock shall be entitled to one vote
for each share of Class A Common Stock held by him or her and registered on the
books of the Corporation and each holder of the Class B Common Stock shall be
entitled to of a vote for each share of Class B Common Stock held by him or her
and registered on the books of the Corporation. Each fractional share of Class A
Common Stock or Class B Common Stock shall be entitled to a corresponding
fractional vote on each matter submitted to a vote of shareholders equal to the
fraction of a share held multiplied by the vote for a share of such class.

Holders of Class A Common Stock of the Company are entitled to one vote
per share and the holders of Class B Common Stock of the corporation are
entitled to of a vote per share. The corporation's Board of Directors consists
of seven directors. Holders of Class A Common Stock are entitled to elect as a
class six members of the Board of Directors and the holders of the Class B
Common Stock are entitled to elect as a class the remaining member of the Board
of Directors. The Class A Common Stock and Class B Common Stock possess ordinary
voting rights and vote together as a single class in respect of all other
corporate matters.

A-1
<PAGE>
Each share of Class B Common Stock will automatically convert to Class A
Common Stock on a share-for-share basis (i) in the event of a disposition of
such share of Class B Common Stock by the holder thereof (excluding dispositions
to such holder's affiliates), (ii) in the event any person not affiliated with
the corporation acquires beneficial ownership of 15% or more of the outstanding
shares of capital stock of the corporation, (iii) in the event any person not
affiliated with the corporation offers to acquire 15% or more of the outstanding
shares of capital stock of the corporation, (iv) in the event the holder of such
shares elects to so convert at any time after______(v) on ______, or (vi) in the
event the holders of a majority of the outstanding shares of Class A Common
Stock approve such conversion. In addition, the corporation may elect to convert
any outstanding shares of Class B Common Stock into shares of Class A Common
Stock in the event 80% or more of the outstanding shares of Class B Common Stock
as of _____ have previously been converted into shares of Class A Common Stock.

Shares of Preferred Stock may be issued in series from time to time by the
board of directors, and the board of directors is expressly authorized to fix by
resolution or resolutions the designations and the powers, preferences and
rights, and the qualifications, limitations and restrictions thereof, of the
shares of each series of Preferred Stock, including without limitation the
following:

(a) the distinctive serial designation of such series which shall
distinguish it from other series;

(b) the number of shares included in such series, which number may be
increased or decreased from time to time unless otherwise provided
by the board of directors in the resolution or resolutions providing
for the issue of such series;

(c) the dividend rate (or method of determining such rate, which may be
faced or variable) payable to the holders of the shares of such
series, any conditions upon which such dividends shall be paid and
the date or dates upon which such dividends shall be payable;

(d) whether dividends on the shares of such series shall be cumulative
and, in the case of shares of any series having cumulative dividend
rights, the date or dates or method of determining the date or dates
from which dividends on the shares of such series shall be
cumulative;

(e) the amount or amounts which shall be payable out of the assets of
the corporation to the holders of the shares of such series upon
voluntary or involuntary liquidation, dissolution or winding up the
corporation;

(f) the price or prices at which, the period or periods within which and
the terms and conditions upon which the shares of such series may be
purchased or redeemed, in

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whole or in part, at the option of the corporation or at the option
of the holder or holders thereof or upon the happening of a
specified event or events;

(g) the obligation, if any, of the corporation to purchase or redeem
shares of such series pursuant to a sinking fund or otherwise and
the price or prices at which, the period or periods within which and
the terms and conditions upon which the shares of such series shall
be redeemed or purchased, in whole or in part, pursuant to such
obligation;

(h) whether or not the shares of such series shall be convertible or
exchangeable, at any time or times at the option of the holder or
holders thereof or at the option of the corporation or upon the
happening of a specified event or events, into shares of any other
class or classes or any other series of the same or any other class
or classes of stock or debt securities of the corporation or of any
other entity, and the price or prices or rate or rates of exchange
or conversion and any adjustments applicable thereto; and

(i) the voting rights, if any, of the holders of the shares of such
series.

FOURTH. The board of directors of the corporation is expressly authorized
to adopt, amend or repeal the by-laws of the corporation. This Article Fourth
and the by-laws of the corporation may not be amended, modified or repealed by
the holders of the capital stock of the corporation except by the affirmative
vote of the holders of not less than a majority of the Total Voting Power (as
hereinafter defined) of the corporation and the affirmative vote of the holders
of a majority of the voting power of all outstanding Public Shares (as
hereinafter defined), each considered for purposes hereof as a single class.

For the purposes of these Articles, the following terms shall have the
following meanings: The term "Public Shares" shall mean shares of capital stock
of the corporation not beneficially owned (as determined pursuant to Rule 13d-3
or Rule 13d-5 of the Securities Exchange Act of 1934, as amended, as in effect
on the date this Restated Certificate of Incorporation becomes effective (the
"Exchange Act")) by any individual, partnership, corporation, limited liability
company, trust or other entity (a "Controlling Person") that is a member of any
group (as defined under Rule 13d-5 of the Exchange Act) that beneficially owns
25 percent or more of the Total Voting Power of the corporation; provided that
the Independent Directors (as hereinafter defined) shall have the power and duty
to construe and apply the provisions of this definition and to make all
determinations necessary or desirable to implement such provisions. The term
"Independent Directors" shall mean the directors of the corporation who are not
employed by, affiliated with or nominees or representatives of any Controlling
Person or employed by or affiliated with the corporation or any of their
respective Subsidiaries (as hereinafter defined), excluding for the purpose of
the foregoing any affiliation by reason of being a member on the Board of
Directors (but not an officer) of the corporation or its Subsidiaries. The term
"Subsidiary" with respect to any person shall mean any corporation or other
organization, whether incorporated or

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unincorporated, of which at least a majority of the voting power of all
outstanding securities entitled by the terms thereof to vote generally in the
election of directors, or others performing similar functions with respect to
such corporation or other organization, is directly or indirectly beneficially
owned by such person. The term "Total Voting Power" shall mean the nondiluted
aggregate number of votes that may be cast by the holders of outstanding Voting
Securities. The term "Voting Securities" shall mean securities entitled to vote
in the ordinary course in the election of directors or of persons serving in a
similar governing capacity, including the voting rights attached to such
securities and rights or options to acquire such securities.

FIFTH. The number of directors of the corporation shall be fixed from
time to time pursuant to the by-laws of the corporation but in no case to be
less than nine.

The directors of the corporation shall be divided into three classes, as
nearly equal in number as possible, as determined by the board of directors,
with the initial term of office of Class I to expire at the first annual meeting
of shareholders thereafter, the initial term of office of Class II to expire at
the second annual meeting of shareholders thereafter and the initial term of
office of Class III to expire at the third annual meeting of shareholders
thereafter, with each class of directors to hold office until their successors
have been duly elected and qualified. At each annual meeting of shareholders
following such initial classification and election, directors elected to succeed
the directors whose terms expire at such annual meeting shall be elected to hold
office for a term expiring at the annual meeting of shareholders in the third
year following the year of their election and until their successors have been
duly elected and qualified. If the number of directors is changed, any increase
or decrease shall be apportioned among the classes so as to maintain or attain a
number of directors in each class as nearly equal as possible, but no decrease
in the number of directors may shorten the term of any incumbent director.

Shareholders shall not be entitled to cumulate votes in the election of
directors.

No director may be removed by the stockholders of the Corporation except
for cause.

In the event that the holders of any class or series of stock of the
corporation shall be entitled, voting separately as a class, to elect any
directors of the corporation, then the number of directors that may be elected
by such holders shall be in addition to the number fixed pursuant to the by-laws
and, except as otherwise expressly provided in the terms of such class or
series, the terms of the directors elected by such holders shall expire at the
annual meeting of shareholders next succeeding their election without regard to
the classification of the remaining directors.

This Article Fifth may not be amended, modified or repealed except by the
affirmative vote of the holders of not less than sixty percent (60%,) of the
Total Voting Power and the affirmative vote of the holders of a majority of the
voting power of all outstanding Public Shares, each considered for purposes
hereof as a single class.

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SIXTH. No action required or permitted to be taken by the holders of any
class or series of stock of the corporation, including but not limited to the
election of directors, may be taken by written consent or consents and must be
taken at a duly called annual meeting or at a special meeting of shareholders.
This Article Sixth may not be amended, modified or repealed except by the
affirmative vote of the holders of not less than sixty percent (60%) of the
Total Voting Power of the corporation and the affirmative vote of the holders of
a majority of the Voting Power of all outstanding Public Shares, each considered
for purposes hereof as a single class.

SEVENTH. (a) The Board of Directors may not alter, amend or repeal
Sections 2.3, 2.4, 2.7, 2.11, 2.12, 2.14, 3.2, 3.3, 3.4, 3.5, 3.8, 3.9, 4.1,
Article VI or Article IX of the By-laws, except upon the affirmative vote of not
less than sixty percent (60%) of the entire Board of Directors.

In addition, any contract or transaction between the Corporation or any of
its subsidiaries and one or more of its directors or Controlling Persons (or any
of their "affiliates" as such term is defined in Rule 12b-2 of the Securities
and Exchange Act of 1934, as amended), or between the corporation or any of its
subsidiaries and any other corporation, partnership, association or other
organization in which one or more of its directors or Controlling Persons have a
material financial interest, shall require that (i) the material facts as to his
or her relationship or interest and as to the contract or transaction be fully
and fairly disclosed in good faith to the Board of Directors and (ii) the Board
of Directors in good faith authorize the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum. Common or interested directors
may be counted in determining the presence of a quorum at a meeting of the Board
of Directors which authorizes the contract or transaction. A mere common
directorship does not constitute a material financial interest within the
meaning of this subdivision. A director is not interested within the meaning of
this subdivision in a resolution fixing the compensation of another director as
a director, officer or employee of the corporation, notwithstanding the fact
that the first director is also receiving compensation from the corporation.

If the other provisions hereinabove are met, no such contract or other
transaction contemplated above, or vote of a director, whether one or more, or
the Board of Directors, shall be void or voidable solely because a director is
not a disinterested director with respect to a matter and is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction to which such director is not a
disinterested director or solely because his or her or their votes are counted
for such approval.

(c) Dividends on the outstanding shares of the corporation, if any,
shall not be declared except upon the affirmative vote of not less
than sixty percent (60%) of the whole Board of Directors at any
regular or special meeting. Dividends may be paid by the corporation
in cash, in property, or in the corporation's own shares, but only
as permitted under Delaware Law. Subject to limitations upon the
authority of the Board of Directors imposed by any law, the
declaration of and provision for payment of dividends shall be at
the discretion of the Board of Directors.

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(d) The Board of Directors may, by resolution passed by the affirmative
vote of at least sixty percent (60%) of the whole Board of
Directors, appoint from its membership, annually, an Executive
Committee of two or more directors, which shall include the Chief
Executive Officer and the President of the corporation. The
appointment or removal of any member (or alternate members) of the
Executive Committee shall require the affirmative vote of not less
than sixty percent (60%) of the whole Board of Directors.

This Article Seventh may not be amended, modified or repealed by the
holders of the capital stock of the corporation except by the affirmative vote
of the holders of not less than a majority of the Total Voting Power of the
corporation and the affirmative vote of the holders of a majority of the voting
power of all outstanding Public Shares, each considered for purposes hereof as a
single class.

NINTH. The liability of directors of the corporation for monetary damages
shall be eliminated so the fullest extent permissible under Delaware Law. No
amendment, modification or repeal of this Article Ninth shall adversely affect
any right or protection of a director that exists at the time of such amendment,
modification or repeal.

This Article Ninth may not be amended, modified or repealed except by the
affirmative vote of the holders of not less than eighty percent (80%,) of the
Total Voting Power of the corporation and the affirmative vote of the holders of
a majority of the voting power of all outstanding Public Shares, each considered
for purposes hereof as a single class.

TENTH. The corporation is authorized to indemnify the directors, officers,
employees or other agents of the corporation to the fullest extent permissible
under Delaware Law.

ELEVENTH. The Board of Directors is expressly authorized to adopt, amend
or repeal a shareholder protection rights plan, which plan may distinguish
between shares of Common Stock or other securities of the same class or series
and may distinguish between shareholders of Common Stock or other securities of
the same class or series.

This Article Eleventh may not be amended, modified or repealed except by
the affirmative vote of the holders of not less than eighty percent (80%,) of
the Total Voting Power and the affirmative vote of the holders of a majority of
the voting power of all outstanding Public Shares, each considered for purposes
hereof as a single class.

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EXHIBIT 3.2

FORM OF

AMENDED AND RESTATED BYLAWS

AMERICAN MEDICAL PROVIDERS, INC.

ARTICLE I

CORPORATE OFFICES

1.1 PRINCIPAL OFFICE

The Board of Directors shall fix the location of the principal executive
office of the corporation at any place within or outside the State of Delaware.
Unless and until redesignated by the Board of Directors, the principal executive
office of the corporation is 3555 Timmons Lane, Suite 1550, Houston, Texas
77027. The Board of Directors may at any time establish branch or subordinate
offices at any place or location.

1.2 REGISTERED OFFICE AND AGENT

The Corporation shall have and maintain at all times (a) a registered
office in the State of Delaware, which office shall be located at 1209 Orange
Street, Wilmington, Delaware 19801, and (b) a registered agent located at such
address whose name is The Corporation Trust Company, until changed from time to
time as provided by the General Corporation Law of the State of Delaware
("Delaware Corporation Law").

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 PLACE OF MEETINGS

All meetings of the stockholders of the Corporation shall be held within
or without the State of Delaware as may be designated by the Board of Directors
or the president, or, if not designated, at the registered office of the
Corporation.

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2.2 ANNUAL MEETINGS

The annual meeting of stockholders for the election of directors and for
the transaction of such other business as may properly be brought before the
meeting shall be held on such date and at such time as determined by resolution
of the Board of Directors. If, at the place of the meeting, this date shall fall
upon a legal holiday, then such meeting shall be held on the next succeeding
business day at the same hour. If no annual meeting is held in accordance with
the foregoing provisions, the board of directors shall cause the meeting to be
held as soon thereafter as convenient. If no annual meeting is held in
accordance with the foregoing provisions, a special meeting may be held in lieu
of the annual meeting, and any action taken at that special meeting shall have
the same effect as if it had been taken at the annual meeting, and in such case
all references in these Bylaws to the annual meeting of stockholders shall be
deemed to refer to such special meeting.

2.3 SPECIAL MEETINGS

Unless otherwise prescribed law or by the Certificate of Incorporation,
special meetings of stockholders, for any purpose or purposes, may be called
only by either the Chairman, if there be one, or the President, and shall be
called by the Secretary or any Assistant Secretary, if there be one, at the
request in writing of a majority of the Board of Directors or of any holder or
holders of an aggregate of ten percent (10%) or more of the issued and
outstanding stock of the Corporation entitled to vote at any such meeting
called. Such request shall state the purpose or purposes of the proposed
meeting. Upon receipt of such written request, the president shall fix a date
and time for such meeting which such date shall be within ten business days of
the proposed date specified in the written request.

2.4 NOTICE OF MEETING

Except as otherwise provided in these Bylaws or Delaware Corporation Law,
written notice of any meeting of stockholders stating the place, date and hour
of the meeting and, in the case of a special meeting, the purpose for which the
meeting is called, shall be delivered either personally or by mail to each
stockholder of record entitled to vote at such meeting not less than ten nor
more than sixty days before the date of the meeting. If mailed, such notice
shall be deemed to be delivered as to any stockholder of record when deposited
in the United States mail addressed to the stockholder at his address as it
appears on the stock transfer books of the Corporation, with postage prepaid.
When a meeting is adjourned to another time or place, notice need not be given
of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.

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2.5 WAIVER OF NOTICE

Any stockholder, either before or after any stockholders, meeting, may
waive in writing notice of the meeting, and his waiver shall be deemed the
equivalent of giving notice. Attendance at a meeting by a stockholder shall
constitute a waiver of notice, except when the stockholder attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

2.6 FIXING OF RECORD DATE

For the purpose of determining the stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof, or express
consent to corporate action in writing without a meeting or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the board of directors
of the Corporation may fix, in advance, a record date which shall be not more
than sixty (60) days nor less than ten (10) days prior to the date of such
meeting, nor more than sixty (60) days prior to any other action. If no record
date is fixed, the record date for determining the stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting, provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

2.7 NOTICE OF BUSINESS

At any meeting of the stockholders of the Corporation, only such proper
business shall be conducted as shall have been brought before the meeting (i) by
or at the direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is a stockholder of record at the time of giving of the notice
provided for in this Section 2.7, who shall be entitled to vote at such meeting
and who complies with the notice procedures set forth in this Section 2.7. For
business to be brought before a meeting of stockholders by a stockholder, the
stockholder shall have given timely notice thereof in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice shall be delivered to
or mailed and received at the principal executive office of the Corporation not
less than 50 days nor more than 75 days prior to the meeting; PROVIDED, HOWEVER,
that in the event that less than 60 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on

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which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Such stockholder's notice to the
Secretary of the Corporation shall set forth as to each matter the stockholder
proposes to bring before the meeting (i) a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and, in the event that such business includes a proposal
to amend any document, including these Bylaws, the language of the proposed
amendment, (ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, (iii) the class and number of shares
of capital stock of the Corporation which are beneficially owned by such
stockholder and (iv) any material interest of such stockholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at a meeting of the stockholders except in accordance with the
procedures set forth in this Section 2.7. The chairman of the meeting of
stockholders shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting and in accordance with
the provisions of these Bylaws, and if he should so determine, he shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted. Notwithstanding the foregoing provisions of
this Section 2.7, a stockholder shall also comply with all applicable
requirements of the Securities and Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder with respect to matters set forth
in this Section 2.7.

2.8 QUORUM

Except as otherwise provided by law or by the Certificate of
Incorporation, the holders of a majority of the capital stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

2.9 VOTING

Unless otherwise required by law, the Certificate of Incorporation or
these Bylaws, any question brought before any meeting of stockholders shall be
decided by the vote of the holders of a majority of the stock represented and
entitled to vote thereat. Each stockholder shall have one vote for each share of
stock entitled to vote held of record by such stockholder and a proportionate
vote for each fractional share so held, unless otherwise provided in the
Certificate of Incorporation. The Board of Directors, in its discretion, or the
officer of the Corporation

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presiding at a meeting of stockholders, in his discretion, may require that any
votes cast at such meeting shall be cast by written ballot.

Persons holding stock in a fiduciary capacity shall be entitled to vote
the shares so held. Persons whose stock pledged shall be entitled to vote,
unless in the transfer by the pledgor on the books of the Corporation he has
expressly empowered the pledgee to vote thereon, in which case only the pledgee,
or his proxy, may represent such stock and vote thereon.

If shares having voting power stand of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, tenants by the entirety, or otherwise, or if two or more persons have
the same fiduciary relationship respecting the same shares, unless the secretary
of the Corporation is given written notice to the contrary and is furnished with
a copy of the instrument or order appointing them or creating the relationship
wherein it is so provided, their acts with respect to voting shall have the
following effect: (i) if only one votes, his act binds all; (ii) if more than
one vote, the act of the majority so voting binds all; and (iii) if more than
one vote, but the vote is evenly split on any particular matter, each fraction
may vote the securities in question proportionately, or any person voting the
shares or a beneficiary, if any, may apply to the Court of Chancery or any court
of competent jurisdiction in the State of Delaware to appoint an additional
person to act with the persons so voting the shares. The shares shall then be
voted as determined by a majority of such persons and the person appointed by
the Court. If a tenancy is held in unequal interests, a majority or even-split
for the purpose of this subsection shall be a majority or even-split in
interest.

2.10 PROXIES

A stockholder entitled to vote at a meeting of stockholders or to express
consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy. No proxy shall be
voted or acted upon after three (3) years from its date, unless the proxy
provides for a longer period.

2.11 LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer of the Corporation who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder of the
Corporation who is present.

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2.12 STOCK LEDGER

The stock ledger of the Corporation shall be the only evidence as to who
are the stockholders entitled to examine the stock ledger, the list required by
Section 2.11 of this Article II or the books of the Corporation, or to vote in
person or by proxy at any meeting of stockholders.

2.13 ORGANIZATION OF MEETINGS

The Chairman of the Board of Directors, if any, shall preside at each
meeting of stockholders, or in the absence of the Chairman of the Board of
Directors, the Vice-Chairman of the Board of Directors, if any, or in the
absence of the Vice-Chairman, the President, or in the absence of the President,
the Chief Financial Officer of the Company, or in the absence of the Chief
Financial Officer, by a chairman designated by the Board of Directors, in the
absence of such designation, by a chairman chosen at the meeting. The Secretary
shall act as secretary of all meetings of stockholders and keep the records of
such meetings, and in the absence of the Secretary, his or her duties shall be
performed by any other officer authorized by the Board of Directors or in the
absence of such authorization any officer authorized by these Bylaws or if no
such officer is available or willing to so act, by any person appointed by
resolution duly adopted at the meeting.

The order of business at each such meeting shall be as determined by the
chairman of the meeting. The chairman of the meeting shall have the right and
authority, subject to applicable law and the provisions of the Restated Articles
of Incorporation and these Bylaws, to prescribe such rules, regulations and
procedures and to do all such acts and things as are necessary or desirable for
the proper conduct of the meeting, including without limitation, the
establishment of procedures for the maintenance of order and safety, limitation
on the time allotted to questions or comments on the affairs of the corporation,
restrictions on entry to such meetings after the time prescribed for the
commencement thereof and the opening and closing of the voting polls.

2.14 ADVANCE NOTICE

(a) NOMINATION OF DIRECTORS. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the corporation, except as may be otherwise provided in the
Restated Articles of Incorporation of the corporation with respect to the right
of holders of certain classes of stock of the corporation to nominate and elect
a specified number of directors in certain circumstances. Nominations of persons
for election to the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (i) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (ii) by the stockholder of the
corporation (x) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 2.14 and on the record date for the
determination of stockholders entitled to vote at such meeting and (y) who
complies with the notice procedures set forth in this Section 2.14.

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In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.

To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the corporation not
less than sixty (60) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting of the
stockholders; provided, however, that (i) in the event that the annual meeting
is called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed for
such public disclosure of the date of the annual meeting was made, whichever
first occurs; and (ii) in the case of a special meeting of stockholders called
for the purpose of electing directors, not later than the close of business on
the tenth (10th) day following the day on which notice of the date of the
special meeting was mailed or public disclosure of the date of the special
meeting was made, whichever first occurs.

To be in proper written form, a stockholder's notice to the Secretary must
set forth (x) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (y) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the corporation which are owned
beneficially (as determined pursuant to Rule 13d-3 of the Exchange Act) or of
record by such stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve as a
director if elected.

No person shall be eligible for election as a director of the corporation
unless nominated in accordance with the procedures set forth in this Section
2.14. If the Chairman of the meeting determines that a nomination was not made
in accordance with the foregoing procedures, the

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Chairman shall declare to the meeting that the nomination was defective and such
defective nomination shall be disregarded.

(b) BUSINESS AT ANNUAL MEETING. No business may be transacted at an annual
meeting of stockholders, other than business that is either (1) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors (or any duly authorized committee thereon, (ii) otherwise
properly brought before the annual meeting by or at the direction of the Board
of Directors (or any duly authorized committee thereof) or (iii) otherwise
properly brought before the annual meeting by any stockholder of the corporation
(x) who is a stockholder of record on the date of the giving of the notice
provided for in this Section 2.14 and on the record date for the determination
of stockholders entitled to vote at such annual meeting and (y) who complied
with the notice procedures set forth in this Section 2.14.

In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the corporation.

To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the corporation which are
owned beneficially (as determined pursuant to Rule 13d-3 of the Exchange Act) or
of record by such stockholders, (iv) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by such
stockholder and any material interest of such stockholder in such business and
(v) a representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.

No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 2.14, provided, however, that, once
business has been properly brought before the annual meeting in accordance with
such procedures, nothing in this Section 2.14 shall be deemed to preclude
discussion by any stockholder of any such business. If the Chairman of an annual
meeting

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determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

2.15 INSPECTORS OF ELECTION

In advance of any meeting of stockholders, the Board of Directors may
appoint inspectors of election to act at the meeting and any adjournment
thereof. If inspectors of election are not so appointed or designated or if any
persons so appointed fail to appear or refuse to act, then the Chairman of the
meeting may, and on the request of any stockholder or a stockholder's proxy
shall, appoint inspectors of election (or persons to replace those who so fail
to appear) at the meeting The number of inspectors shall be either one (1) or
three (3). If appointed at a meeting on the request of one ( 1 ) or more
stockholders or proxies, the majority of shares represented in person or by
proxy shall determine whether one (1) or three (3) inspectors are to be
appointed.

The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum and the authenticity, validity, and effect of proxies,
receive votes, ballots or consents, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, (if permitted by the Restated Articles of
Incorporation), determine when the polls shall close, determine the result and
do any other acts that may be proper to conduct the election or vote with
fairness to all stockholders. If there are three (3) inspectors of election, the
decision, act or certificate of a majority is effective in all respects as to
the decision, act or certificate or all. Any report or certificate made by the
inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III

DIRECTORS

3.1 POWERS

Subject to the provisions of Delaware Corporation Law and any limitations
in the Restated Articles of Incorporation and these Bylaws relating to action
required to be approved by the stockholders or by the outstanding shares, the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board of Directors.
The Board may delegate the management of the day-to-day operation of the
business of the corporation to a management company or other person provided
that the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the Board.

3.2 NUMBER OF DIRECTORS

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The authorized number of directors of the corporation shall be not less
than seven (7) nor more than twelve (12), and the exact number of directors
shall be seven (7) until changed, within the limits specified above, by a
resolution amending such exact number, duly adopted by at least sixty percent
(60%) of the entire Board of Directors or by the stockholders, in accordance
with-the provisions set forth in the Restated Articles of Incorporation, these
Bylaws and applicable laws. In accordance with the provisions set forth in the
Restated Articles of Incorporation and subject to the limitations contained
therein, the minimum and maximum number of directors may be changed, or a
definite number may be fixed without provision for an indefinite number, by a
duly adopted amendment to the Restated Articles of Incorporation or by an
amendment to this Bylaw duly adopted by the vote or written consent, if
permitted by the Restated Articles of Incorporation, of stockholders entitled to
vote in such manner as set forth in the Restated Articles of Incorporation;
provided, however, that an amendment reducing the fixed number or the minimum
number of directors to a number less than five (5) cannot be adopted if the
votes cast against its adoption at a meeting are equal to more than the
outstanding shares entitled to vote thereon.

No reduction of the authorized number of directors shall have the effect
of removing any director before that director's term of office expires.

3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS AND REMOVAL

At each annual meeting of stockholders, directors shall be elected to hold
office until the next election of the class for which such directors were
designated and until their successors have been elected and qualified, in
accordance with the provisions set forth in the Restated Articles of
Incorporation and in these Bylaws. Each director, including a director elected
to fill a vacancy, shall hold office, in accordance with the provisions set
forth in the Restated Articles of Incorporation and in these Bylaws, until the
expiration of the term for which elected and until a successor has been elected
and qualified, except in the case of the death, resignation, or removal of such
a director.

No director may be removed from office, except as provided by the Restated
Articles of Incorporation or by law.

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3.4 CLASS OR SERIES DIRECTORS

Whenever the holders of any class or series of stock are entitled to elect
one or more directors by the articles of incorporation, the provisions of the
last sentence of Section 3.3 shall apply, with respect to the removal without
cause of a director or directors so elected, to the vote of the holders of the
outstanding shares of that class or series and not to the vote of the
outstanding shares as a whole. Unless otherwise provided in the Restated
Articles of Incorporation or these Bylaws, vacancies and newly created
directorships resulting from any increase in the authorized number of directors
elected by all of the stockholders having the right to vote as a single class or
from any other cause may be filled by a majority of the directors then in
office, although less than a quorum, or by the sole remaining director. Whenever
the holders of any class or classes of stock or series thereof are entitled to
elect one or more directors by the articles of incorporation, vacancies and
newly created directorships of such class or classes or series may be filled by
a majority of the directors elected by such class or classes or series thereof
then in office, or by the sole remaining director so elected. Any director
elected or appointed to fill a vacancy shall hold office until the next election
of the class of directors of the director which such director replaced, and
until and his or her successor is elected and qualified or until his or her
earlier resignation or removal.

3.5 RESIGNATION AND VACANCIES

(a) Any director may resign effective upon giving oral or written notice
to the Chairman of the Board, the President, the Secretary or the Board of
Directors, unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation of a director is effective at a future
time, the Board of Directors may elect a successor to take office when the
resignation becomes effective.

(b) Unless otherwise provided in the Restated Articles of Incorporation of
these Bylaws, vacancies on the Board of Directors may be filled by a majority of
the remaining directors, although less than a quorum, or a sole remaining
director.

(c) The stockholders may elect a director to fill any vacancy not filled
by the directors in accordance with law and with the provisions of the Restated
Articles of Incorporation and these Bylaws.

(d) A vacancy or vacancies in the Board of Directors shall be deemed to
exist (i) in the event of the death, resignation or removal of any director,
(ii) if the Board of Directors by resolution declares vacant the office of a
director who has been declared of unsound mind by an order of court or convicted
of a felony, (iii) if the authorized number of directors is increased as
provided in the Restated Articles of Incorporation, or (iv) if the stockholders
fail, at any meeting of stockholders at which any director or directors are
elected, to elect the full authorized number of directors to be elected at that
meeting, as provided in the Restated Articles of Incorporation.

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3.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

Regular meetings of the Board of Directors may be held at any place within
or outside the State of Delaware that has been designated from time to time by
resolution of the Board. In the absence of such a designation, regular meetings
shall be held at the principal executive office of the corporation. Special
meetings of the Board may be held at any place within or outside the State of
Delaware that has been designated in the notice of the meeting or, if not stated
in the notice or if there is no notice, at the principal executive office of the
corporation.

Members of the Board may participate in a meeting through the use of
conference telephone or similar communications equipment, so long as all
directors participating in such meeting can hear one another. Participation in a
meeting pursuant to this paragraph constitutes presence in person at such
meeting

3.7 REGULAR MEETINGS

Regular meetings of the Board of Directors may be held without notice if
the time and place of such meetings are fixed by the Board of Directors or by
these Bylaws.

3.8 SPECIAL MEETINGS; NOTICE

Subject to the provisions of the following paragraph, special meetings of
the Board of Directors for any purpose or purposes may be called at any time by
the Chairman of the Board, the President, any Vice President, the Secretary or
any two (2) directors.

Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail,
telegram, charges prepaid, or by telecopier, addressed to each director at that
director's address as it is shown on the records of the corporation. If the
notice is mailed, it shall be deposited in the United States mail at least four
(4) days before the time of the holding of the meeting. If the notice is
delivered personally or by telephone or by telecopier or telegram, it shall be
delivered personally or by telephone or by telecopier or to the telegraph
company at least forty-eight (48) hours before the time of the holding of the
meeting. Any oral notice given personally or by telephone may be communicated
either to the director or to a person at the office of the director who the
person giving the notice has reason to believe will promptly communicate it to
the director. The notice need not specify the purpose of the meeting.

3.9 QUORUM AND ACTION AT MEETING

At meetings of the board of directors or any committee designated by the
board, a majority of the total number of directors, or a majority of the members
of any such committee, as the case may be, shall constitute a quorum for the
transaction of business. In the event one or more of the directors shall be
disqualified to vote at any meeting, then the required quorum shall be reduced

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by one for each such director so disqualified; provided, however, that in no
case shall less than one-third (1/3) of the number so fixed constitute a quorum.
If a quorum is present, the act of the majority of directors in attendance shall
be the act of the board of directors or any committee thereof, as the case may
be, unless the act of a greater number is required by these Bylaws, the
Certificate of Incorporation or Delaware Corporation Law. If a quorum shall not
be present at any meeting of the board of directors, the directors present
thereat may adjourn that meeting from time to time, without notice other than
announcement at the meting, until a quorum shall be present.

3.10 WAIVER OF NOTICE

Notice of a meeting need not be given to any director who signs a waiver
of notice or a consent to holding the meeting or an approval of the minutes
thereof, whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to such
director. All such waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. A waiver of
notice need not specify the purpose of any regular or special meeting of the
Board of Directors.

3.11 ADJOURNMENT

A majority of the directors present, whether or not a quorum is present,
may adjourn any meeting to another time and place.

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3.12 NOTICE OF ADJOURNMENT

If the meeting is adjourned for more than twenty-four (24) hours, notice
of any adjournment to another time and place shall be given prior to the time of
the adjourned meeting to the directors who were not present at the time of the
adjournment.

3.13 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action required or permitted to be taken by the Board of Directors
under the provisions of the Restated Articles of Incorporation and these Bylaws
or otherwise may be taken without a meeting, if all members of the Board
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board. Such action by written consent shall have the same force and effect as a
unanimous vote of the Board of Directors.

3.14 FEES AND COMPENSATION OF DIRECTORS

Directors and members of committees may receive such compensation, if any,
for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the Board of Directors. This Section 3.14 shall not
be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee or otherwise and receiving compensation
for those services.

ARTICLE IV

COMMITTEES

4.1 EXECUTIVE COMMITTEE

EXECUTIVE COMMITTEE. In accordance with the provisions set forth in these
Bylaws and the Restated Articles of Incorporation, the Board of Directors may,
by resolution passed by the affirmative vote of at least sixty percent (60%) of
the whole Board of Directors, appoint from its membership, annually, an
Executive Committee of two or more directors, which shall include the Chief
Executive Officer and the President of the Corporation. The Board of Directors
may designate in such resolution one or more directors as alternate members of
the Executive Committee, who may replace any absent or disqualified member at
any meeting of the Committee. The Executive Committee, during the intervals
between meetings of the Board of Directors, shall have and there is hereby
granted to it all of the authority and power of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation be affixed to papers which may require it, except that
the Executive Committee shall have authority to act in the manner and to the
extent provided in the resolution of the Board and may have all the authority of
the Board, except with respect to:

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(a) approving or adopting, or recommending to the stockholders, any action
or matter expressly required by Delaware Corporation Law to be submitted to
stockholders for approval; or

(b) adopting, amending or repealing any bylaw of the Corporation.

The Executive Committee shall keep regular minutes of all business
transacted at its meetings, and all action of the Executive Committee shall be
reported to the Board of Directors at its next meeting. The minutes of the
Executive Committee shall be placed in the minute book of the Corporation.
Members of the Executive Committee shall receive such compensation as may be set
forth in the resolution appointing such member and shall be reimbursed for
reasonable expenses actually incurred by reason of membership on the Executive
Committee.

4.2 OTHER COMMITTEES OF DIRECTORS

(a) The Board of Directors may, by resolution adopted by a majority of the
authorized number of directors, designate one or more other committees, each
consisting of two (2) or more directors, to serve at the pleasure of the Board
of Directors. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent member at any meeting of the
committee. The appointment of members or alternate members of a committee
requires the vote of a majority of the authorized number of directors. Any such
committee shall have authority to act, in the manner and to the extent provided
in the resolution of the Board of Directors and may have all the authority of
the Board, except with respect to the limitations as set forth in Section 4.1.

(b) The Board of Directors may, by resolution adopted by a majority of the
authorized number of directors, appoint from its membership an Audit Committee,
a Compensation and Stock Option Committee and a Finance and Strategic Planning
Committee.

4.3 MEETINGS AND ACTIONS OF COMMITTEES

Meetings and actions of committees permitted by the provisions of the
Restated Articles of Incorporation shall be governed by, and held and taken in
accordance with each of the provisions of Article III of these Bylaws, with such
changes in the context of those Bylaws as are necessary to substitute the
committee and its members for the Board of Directors and its members; provided,
however, that the time of regular meetings of committees may be determined
either by resolution of the Board of Directors or by resolution of the
committee, that special meetings of committees may also be called by resolution
of the Board of Directors, and that notice of special meetings of committees
shall also be given to all alternate members, who shall have the right to attend
all meetings of the committee. The Board of Directors may adopt rules for the
government of any committee not inconsistent with the provisions of these Bylaws
and the Restated Articles of Incorporation.

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ARTICLE V

OFFICERS

5.1 OFFICERS

The officers of the corporation shall be a Chief Executive Officer, a
President, a Secretary, and a Chief Financial Officer. The corporation may also
have, at the discretion of the Board of Directors, a Chairman of the Board, a
Vice Chairman of the Board, one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 5.3 of
these Bylaws. Any number of offices may be held by the same person.

5.2 APPOINTMENT OF OFFICERS

The officers of the corporation, except such officers as may be appointed
in accordance with the provisions of Section 5.3 or Section 5.5 of these Bylaws,
shall be chosen by the Board and serve at the pleasure of the Board of
Directors, subject to the rights, if any, of an officer under any contract of
employment.

5.3 SUBORDINATE OFFICERS

The Board of Directors may appoint, or may empower the Chairman of the
Board or the President to appoint, such other officers as the business of the
corporation may require, each of whom shall hold office for such period, have
such authority, and perform such duties as are provided in these Bylaws or as
the Board of Directors may from time to time determine.

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5.4 REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of an officer under any contract of
employment, all officers serve at the pleasure of the Board of Directors and any
officer may be removed, either with or without cause, by the Board of Directors
at any regular or special meeting of the Board or, except in case of an officer
chosen by the Board of Directors, by any officer upon whom such power of removal
may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

5.5 VACANCIES IN OFFICES

A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these Bylaws for regular appointments to that office.

5.6 CHAIRMAN OF THE BOARD

The Chairman of the Board, if such an officer be elected, shall, if
present, preside at meetings of the Board of Directors and exercise and perform
such other powers and duties as may from time to time be assigned by the Board
of Directors or as may be prescribed by these Bylaws or by law.

5.7 CHIEF EXECUTIVE OFFICER

Subject to such supervisory powers, if any, as may be given by the Board
of Directors to the Chairman of the Board, if there be such an officer, the
Chief Executive Officer shall have general supervision, direction, and control
of the business and the officers of the corporation. The Chief Executive Officer
shall preside at all meetings of the stockholders and, in the absence or
nonexistence of a Chairman of the Board, at all meetings of the Board of
Directors. The Chief Executive Officer shall have the general powers and duties
of management usually vested in the office of Chief Executive Officer of a
corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors or these Bylaws.

5.8 PRESIDENT

Subject to such supervisory powers, if any, as may be given by the Board
of Directors to the Chief Executive Officer, if there be such an officer, the
President shall have general supervision, direction, and control of the business
and the officers of the corporation. The

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President shall preside at all meetings of the stockholders and, in the absence
or nonexistence of a Chief Executive Officer, at all meetings of the Board of
Directors. The President shall have the general powers and duties of management
usually vested in the office of President of a corporation, and shall have such
other powers and duties as may be prescribed by the Board of Directors or these
Bylaws.

5.9 VICE PRESIDENTS

In the absence or disability of the President, the Vice Presidents, if
any, in order of their rank as fixed by the Board of Directors or, if not
ranked, a Vice President designated by the Board of Directors, shall perform all
the duties of the President and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the President. The Vice Presidents
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the Board of Directors, these Bylaws,
the President or the Chairman of the Board.

5.10 SECRETARY

The Secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the Board of Directors may
direct, a book of minutes of all meetings and actions of Directors, committees
of directors and stockholders. The minutes shall show the time and place of each
meeting, whether regular or special (and, if special, how authorized and the
notice given), the names of those present at directors' meetings or committee
meetings, the number of shares present or represented at stockholders' meetings,
and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal executive
office of the corporation or at the office of the corporation's transfer agent
or registrar, as determined by resolution of the Board of Directors, a share
register, or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each. the number
and date of certificates evidencing such shares, and the number and date of
cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the Board of Directors required to be given by law or by
these Bylaws. The Secretary shall keep the seal of the corporation, if one be
adopted, in safe custody and shall have such other powers and perform such other
duties as may be prescribed by the Board of Directors or by these Bylaws.

5.11 CHIEF FINANCIAL OFFICER

The Chief Financial Officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and business transactions of

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the corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and shares. The books
of account shall at all reasonable times be open to inspection by any director.

The Chief Financial Officer shall deposit all money and other valuables in
the name and to the credit of the corporation with such depositaries as may be
designated by the Board of Directors. The Chief Financial Officer shall disburse
the funds of the corporation as may be ordered by the Board of Directors, shall
render to the President and directors, whenever they request it, an account of
all of his or her transactions as Chief Financial Officer and of the financial
condition of the corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or these Bylaws.

ARTICLE VI

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

6.1 INDEMNIFICATION: THIRD PARTY ACTIONS

The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent, of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interest of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interest of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

6.2 INDEMNIFICATION: DERIVATIVE ACTIONS

The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint

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venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation and, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.

6.3 MANDATORY INDEMNIFICATION

To the extent that a director or officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 6.1 and 6.2 above or in
defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.

6.4 AUTHORIZATION FOR INDEMNIFICATION

Any indemnification under Sections 6.1 and 6.2 above (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in Sections 6.1 and 6.2 above. Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

6.5 ADVANCE PAYMENT OF EXPENSES

Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the Corporation
as authorized in this Article VI. Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.

6.6 NON-EXCLUSIVITY

The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this Article VI shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw,

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agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue, unless otherwise provided, when
authorized or ratified, as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

6.7 INSURANCE

The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the Corporation would have the power to
indemnify him or against such liability under the provisions of this Article VI.

6.8 DEFINITIONS

For purposes of this Article VI, the following terms shall have the
following meanings:

(a) references to "the Corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees or agents so that any person who is
or was a director, officer, employee or agent of such constituent corporation,
or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise shall stand in the same position under the
provisions of this Article VI with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent corporation
if its separate existence had continued;

(b) references to "other enterprises" shall include employee benefit
plans;

(d) references to "serving at the request of the Corporation" shall
include any service as a director, officer, employee or agent of the Corporation
which imposes duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its participants,
or beneficiaries; and

(e) a person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed

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to have acted in a manner "not opposed to the interests of the Corporation" as
referred to in this Article VI.

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<PAGE>
6.9 CONFLICTS

No indemnification or advance shall be made under this Article VI, except
where such indemnification or advance is mandated by law or the order, judgment
or decree of any court of competent jurisdiction, in any circumstance where it
appears:

(1) That it would be inconsistent with a provision of the Restated
Articles of Incorporation, these Bylaws, a resolution of the stockholders or an
agreement in effect at the time of the accrual of the alleged cause of the
action asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or

(2) That it would be inconsistent with any condition expressly imposed by
a court in approving a settlement.

6.10 RIGHT TO BRING SUIT

If a claim under this Article VI is not paid in full by the Corporation
within 90 days after a written claim has been received by the Corporation
(either because the claim is denied or because no determination is made), the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall also be entitled to be paid the expenses of prosecuting such
claim. The Corporation shall be entitled to raise as a defense to any such
action that the claimant has not met the standards of conduct that make it
permissible under Delaware Corporation Law for the Corporation to indemnify the
claimant for the claim. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such action that indemnification of
the claimant is permissible in the circumstances because he or she has met the
applicable standard of conduct, if any, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met the applicable standard of conduct,
shall be a defense to such action or create a presumption for the purposes of
such action that the claimant has not met the applicable standard of conduct.

6.11 AMENDMENT, REPEAL OR MODIFICATION

Any amendment, repeal or modification of any provision of this Article VI
shall not adversely affect any right or protection of a director or agent of the
Corporation existing at the time of such amendment, repeal or modification.

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ARTICLE VII

RECORDS AND REPORTS

7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER

The corporation shall keep either at its principal executive office or at
the office of its transfer agent or registrar (if either be appointed), as
determined by resolution of the Board of Directors, a record of its stockholders
listing the names and addresses of all stockholders and the number and class of
shares held by each stockholder.

A stockholder or stockholders of the corporation holding at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation or who hold at least one percent (1%) of such voting shares and have
filed a Schedule 14B with the United States Securities and Exchange Commission
relating to the election of directors, shall have an absolute right to do either
or both of the following (i) inspect and copy the record of stockholders' names,
addresses, and shareholdings during usual business hours upon five (5) days'
prior written demand upon the corporation, or (ii) obtain from the transfer
agent for the corporation, upon written demand and upon the tender of such
transfer agent's usual charges for such list (the amount of which charges shall
be stated to the stockholder by the transfer agent upon request), a list of the
stockholders' names and addresses who are entitled to vote for the election of
directors, and their shareholdings, as of the most recent record date for which
it has been compiled or as of a date specified by the stockholder subsequent to
the date of demand. The list shall be made available on or before the later of
five (5) business days after the demand is received or the date specified
therein as the date as of which the list is to be compiled.

The record of stockholders shall also be open-to inspection and copying by
any stockholder or holder of a voting trust certificate at any time during usual
business hours upon written demand on the corporation, for a purpose reasonably
related to the holder's interests as a stockholder or holder of a voting trust
certificate.

Any inspection and copying under this Section 7.1 may be made in person or
by an agent or attorney of the stockholder or holder of a voting trust
certificate making the demand.

7.2 MAINTENANCE AND INSPECTION OF BYLAWS

The corporation shall keep at its principal executive office or at its
principal business office the original or a copy of these Bylaws as amended to
date, which shall be open to inspection by the stockholders at all reasonable
times during office hours.

7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

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The accounting books and records and the minutes of proceedings of the
stockholders and the Board of Directors, and committees of the Board of
Directors shall be kept at such place or places as are designated by the Board
of Directors or, in absence of such designation, at the principal executive
office of the corporation. The minutes shall be kept in written form, and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form.

The minutes and accounting books and records shall be open to inspection
upon the written demand on the corporation of any stockholder or holder of a
voting trust certificate at any reasonable time during usual business hours, for
a purpose reasonably related to such holder's interests as a stockholder or as
the holder of a voting trust certificate. Such inspection by a stockholder or
holder of a voting trust certificate may be made in person or by an agent or
attorney and the right of inspection includes the right to copy and make
extracts. Such rights of inspection shall extend to the records of each
subsidiary corporation of the corporation.

7.4 INSPECTION BY DIRECTORS

Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to inspect
the physical properties of the corporation and each of its subsidiary
corporations, domestic or foreign. Such inspection by a director may be made in
person or by an agent or attorney and the right of inspection includes the right
to copy and make extracts.

7.5 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The Chairman of the Board, the Vice Chairman of the Board, the President,
any Vice President, the Chief Financial Officer, the Secretary or Assistant
Secretary of this corporation, or any other person authorized by the Board of
Directors or the President or a Vice President, is authorized to vote,
represent, and exercise on behalf of this corporation all rights incident to any
and all shares of any other corporation or corporations standing in the name of
this corporation. The authority herein granted may be exercised either by such
person directly or by any other person authorized to do so by proxy or power of
attorney duly executed by such person having the authority.

ARTICLE VIII

GENERAL MATTERS

8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

For purposes of determining the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any

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<PAGE>
other lawful action, other than with respect to notice or voting at a
stockholders meeting, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) days prior to any such action. Only
stockholders of record at the close of business on the record date are entitled
to receive the dividend, distribution or allotment of rights, or to exercise the
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date, except as otherwise provided in
the Restated Articles of Incorporation or Delaware Corporation Law.

If the Board of Directors does not so fix a record date, then the record
date for determining stockholders for any such purpose shall be at the close of
business on the day on which the Board adopts the resolution relating thereto or
the sixtieth (60th) day prior to the date of that action, whichever is later.

8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

From time to time, the Board of Directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and only the persons so authorized
shall sign or endorse those instruments.

8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

The Board of Directors, except as otherwise provided in these Bylaws, may
authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the Board of Directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

8.4 CERTIFICATES FOR SHARES

A certificate or certificates for shares of the corporation shall be
issued to each stockholder when any of such shares are fully paid. The Board of
Directors may authorize the issuance of certificates for shares partly paid
provided that these certificates shall state the total amount of the
consideration to be paid for them and the amount actually paid. All certificates
shall be signed in the name of the corporation by the Chairman of the Board or
the Vice Chairman of the Board or the President or a Vice President and by the
Chief Financial Officer or the Treasurer or the Secretary or an Assistant
Secretary, certifying the number of shares and the class or series of shares
owned by the stockholder. Any or all of the signatures on the certificate may be
by facsimile.

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<PAGE>
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed on a certificate has ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if that person were an
officer, transfer agent or registrar at the date of issue.

8.5 LOST CERTIFICATES

Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation or its transfer agent or registrar and cancelled
at the same time. The Board of Directors may, in case any share certificate or
certificate for any other security is lost, stolen or destroyed (as evidenced by
a written affidavit or affirmation of such fact), authorize the issuance of
replacement certificates on such terms and conditions as the Board may require;
the Board may require indemnification of the corporation secured by a bond or
other adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability, on account of
the alleged loss, theft or destruction of the certificate or the issuance of the
replacement certificate.

8.6 CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Code shall govern the construction of these
Bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

ARTICLE IX

AMENDMENTS

9.1 AMENDMENT BY STOCKHOLDERS

Except as otherwise provided in the Restated Articles of Incorporation or
in these Bylaws new Bylaws may be adopted or these Bylaws may be amended or
repealed by the vote or written consent of holders of a majority of the
outstanding shares entitled to vote; provided, however, that if the Restated
Articles of Incorporation of the corporation set forth the number of authorized
Directors of the corporation, then the authorized number of Directors may be
changed only by an amendment of the Restated Articles of Incorporation.

9.2 AMENDMENT BY DIRECTORS

Except as otherwise provided in the Restated Articles of Incorporation or
in these Bylaws, these Bylaws including amendments adopted by the stockholders
may be altered, amended or

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<PAGE>
repealed by a majority vote of the whole Board of Directors at any regular or
special meeting of the Board of Directors provided that the stockholders may
from time to time specify particular provisions of the Bylaws which shall not be
amended by the Board of Directors. Notwithstanding the foregoing, any
alteration, amendment or repeal of Sections 2.3, 2.4, 2.7, 2.11, 2.12, 2.14,
3.2, 3.3, 3.4, 3.5, 3.8, 3.9, 4.1, Article VI or Article IX shall require
the affirmative vote of not less than sixty percent (60%) of the whole Board of
Directors.

9.3 RECORD OF AMENDMENTS

Whenever an amendment or new Bylaw is adopted, it shall be copied in the
book of minutes with the original Bylaws. If any Bylaw is repealed, the fact of
repeal, with the date of the meeting at which the repeal was enacted or written
consent was filed, shall be stated in said book.

ARTICLE X

INTERPRETATION

Reference in these Bylaws to any provision of Delaware Corporation Law
shall be deemed to include all amendments thereof.

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EXHIBIT 10.1

AMERICAN MEDICAL PROVIDERS, INC.

FORM OF
1997 STOCK INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.

The name of this plan is the American Medical Providers, Inc. 1997 Stock
Incentive Plan (the "Plan"). The Plan was adopted by the Company's Board of
Directors on _________, 1997, subject to the approval of the Stockholders of the
Company, which approval was obtained on , 1997. The purpose of the Plan is to
enable the Company to attract and retain highly qualified personnel who will
contribute to the Company's success by their ability, ingenuity and industry and
to provide incentives to the participating officers, directors, employees,
consultants and advisors that are linked directly to increases in stockholder
value and will therefore inure to the benefit of all stockholders of the
Company.

For purposes of the Plan, the following terms shall be defined as set
forth below:

(1) "ADMINISTRATOR" means the Board, or if and to the extent the Board
does not administer the Plan, the Committee in accordance with Section 2.

(2) "BOARD" means the Board of Directors of the Company.

(3) "CODE" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor thereto.

(4) "COMMITTEE" means a committee appointed by the Board and composed of
two or more members of the Board who qualify as (i) "Non-Employee Directors"
within the meaning of Rule 16b-3 promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934 (the
"Exchange Act"), and as such Rule may be amended from time to time, or any
successor definition adopted by the Commission, and (ii) "outside directors"
within the meaning of Section 162(m) of the Code. If at any time or to any
extent the Board shall not administer the Plan, then the functions of the Board
specified in the Plan shall be exercised by the Committee.

(5) "COMPANY" means American Medical Providers, Inc., a Delaware
corporation (or any successor corporation).

(6) "DEFERRED STOCK" means an award made pursuant to Section 7 below of
the right to receive Stock at the end of a specified deferral period.

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(7) "DISABILITY" means the inability of a Participant to perform
substantially his duties and responsibilities to the Company by reason of a
physical or mental disability or infirmity (i) for a continuous period of six
months or (ii) at such earlier time as the Participant submits medical evidence
satisfactory to the Administrator that he has a physical or mental disability or
infirmity which will likely prevent him from returning to the performance of his
work duties for six months or longer. The date of such Disability shall be on
the last day of such six-month period or the day on which the Participant
submits such satisfactory medical evidence, as the case may be.

(9) "EFFECTIVE DATE" shall mean the date provided pursuant to Section 11.

(10) "ELIGIBLE EMPLOYEE" means an officer and/or employee of the Company
or any Subsidiary.

(11) "FAIR MARKET VALUE" means, as of any given date, with respect to any
awards granted hereunder, (A) if the Stock is publicly traded, the closing sale
price of the Stock on such date as reported in the Western Edition of the Wall
Street Journal, or the average of the closing price of the Stock on each day on
which the Stock was traded over a period of up to twenty trading days
immediately prior to such date, (B) the fair market value of the Stock as
determined in accordance with a method prescribed in the agreement evidencing
any award hereunder, or (C) the fair market value of the Stock as otherwise
determined by the Administrator in the good faith exercise of its discretion.

(12) "INCENTIVE STOCK OPTION" means any Stock Option intended to be
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.

(13) "LIMITED STOCK APPRECIATION RIGHT" means a Stock Appreciation Right
that can be exercised only in the event of a "Change of Control" (as defined in
the award evidencing such Limited Stock Appreciation Right).

(14) "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option, including any Stock Option that provides (as of the time
such option is granted) that it will not be treated as an Incentive Stock
Option.

(15) "PARENT CORPORATION" means any corporation (other than the Company)
in an unbroken chain of corporations ending with the Company, if each of the
corporations in the chain (other than the Company) owns stock possessing 50% or
more of the combined voting power of all classes of stock in one of the other
corporations in the chain.

(16) "PARTICIPANT" means any Eligible Employee, director, consultant or
advisor to the Company selected by the Administrator, pursuant to the
Administrator's authority in Section 2 below, to receive grants of Stock
Options, Stock Appreciation Rights, Limited Stock

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Appreciation Rights, Restricted Stock awards, Deferred Stock awards,
Performance Shares or any combination of the foregoing.

(17) "PERFORMANCE SHARE" means an award of shares of Stock pursuant to
Section 7 that is subject to restrictions based upon the attainment of specified
performance objectives.

(18) "RESTRICTED STOCK" means an award granted pursuant to Section 7 of
shares of Stock subject to certain restrictions.

(19) "STOCK" means the common stock, $.001 par value per share, of the
Company.

(20) "STOCK APPRECIATION RIGHT" means the right pursuant to an award
granted under Section 6 to receive an amount equal to the difference between (A)
the Fair Market Value, as of the date such Stock Appreciation Right or portion
thereof is surrendered, of the shares of Stock covered by such right or such
portion thereof, and (B) the aggregate exercise price of such right or such
portion thereof.

(21) "STOCK OPTION" means any option to purchase shares of Stock granted
pursuant to Section 5.

(22) "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations (other than the last corporation) in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

SECTION 2. ADMINISTRATION.

The Plan shall be administered in accordance with the requirements of Rule
16b-3 of the Exchange Act and Section 162(m) of the Code (but only to the extent
necessary to maintain qualification of the Plan under Rule 16b-3 of the Exchange
Act and Section 162(m) of the Code) by the Board or by the Committee which shall
be appointed by the Board and which shall serve at the pleasure of the Board.

Pursuant to the terms of the Plan, the Administrator shall have the power
and authority to grant to Eligible Employees, directors, consultants and
advisors to the Company, pursuant to the terms of the Plan: (a) Stock Options,
(b) Stock Appreciation Rights or Limited Stock Appreciation Rights, (c)
Restricted Stock, (d) Performance Shares, (c) Deferred Stock or (f) any
combination of the foregoing.

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In particular, the Administrator shall have the authority:

(a) to select those Eligible Employees, directors, consultants and
advisors of the Company who shall be Participants;

(b) to determine whether and to what extent Stock Options, Stock
Appreciation Rights, Limited Stock Appreciation Rights, Restricted Stock,
Deferred Stock, Performance Shares or a combination of the foregoing, are to be
granted hereunder to Participants;

(d) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder (including, but not limited
to, (x) the restrictions applicable to Restricted or Deferred Stock awards and
the conditions under which restrictions applicable to such Restricted or
Deferred Stock shall lapse, and (y) the performance goals and periods applicable
to the award of Performance Shares); and

(e) to determine the terms and conditions, not inconsistent with the
terms of the Plan, which shall govern all written instruments evidencing the
Stock Options, Stock Appreciation Rights, Limited Stock Appreciation Rights,
Restricted Stock, Deferred Stock, Performance Shares
or any combination of the foregoing.

The Administrator shall have the authority, in its discretion, to adopt,
alter and repeal such administrative rules, guidelines and practices governing
the Plan as it shall from time to time deem advisable; to interpret the terms
and provisions of the Plan and any award issued under the Plan (and any
agreements relating thereto); and to otherwise supervise the administration of
the Plan.

All decisions made by the Administrator pursuant to the provisions of the
Plan shall be final and binding on all persons, including the Company and the
Participants.

SECTION 3. STOCK SUBJECT TO PLAN.

The total number of shares of Stock reserved and available for issuance
under the Plan shall be _________. Such shares may consist, in whole or in part,
of authorized and unissued shares or treasury shares. The aggregate number of
shares of Stock as to which Stock Options, Stock Appreciation Rights, Restricted
Stock and Performance Shares may be granted to any individual during any
calendar year may not, subject to adjustment as provided in this Section 3,
exceed 80% of the shares of Stock reserved for the purposes of the Plan in
accordance with the provisions of this Section 3.

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Consistent with the provisions of Section 162(m) of the Code, as from time
to time applicable, to the extent that (i) a Stock Option expires or is
otherwise terminated without being exercised, or (ii) any shares of Stock
subject to any Restricted Stock, Deferred Stock or Performance Share award
granted hereunder are forfeited, such shares shall again be available for
issuance in connection with future awards under the Plan. If any shares of Stock
have been pledged as collateral for indebtedness incurred by a Participant in
connection with the exercise of a Stock Option and such shares are returned to
the Company in satisfaction of such indebtedness, such shares shall again be
available for issuance in connection with future awards under the Plan.

In the event of any merger, reorganization, consolidation,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, contribution of shares, exchange
of shares, change in corporate structure or other transaction affecting the
Stock, a substitution or adjustment shall be made in (i) the aggregate number of
shares reserved for issuance under the Plan, (ii) the kind, number and option
price of shares subject to outstanding Stock Options granted under the Plan, and
(iii) the kind, number and purchase price of shares issuable pursuant to awards
of Restricted Stock, Deferred Stock and Performance Shares, as may be determined
by the Administrator, in its sole discretion. Such other substitutions or
adjustments shall be made as may be determined by the Administrator, in its sole
discretion. An adjusted option price shall also be used to determine the amount
payable by the Company upon the exercise of any Stock Appreciation Right or
Limited Stock Appreciation Right associated with any Stock Option. In connection
with any event described in this paragraph, the Administrator may provide, in
its discretion, for the cancellation of any outstanding awards and payment in
cash or other property therefor.

SECTION 4. ELIGIBILITY.

Officers (including officers who are directors of the Company), directors,
employees of the Company, and consultants and advisors to the Company who are
responsible for or are in a position to contribute to the management, growth
and/or profitability of the business of the Company shall be eligible to be
granted Stock Options, Stock Appreciation Rights, Limited Stock Appreciation
Rights, Restricted Stock awards, Deferred Stock awards or Performance Shares
hereunder. However, only Eligible Employees of the Company and Subsidiaries
shall be eligible to receive grants of Incentive Stock Options. The Participants
under the Plan shall be selected from time to time by the Administrator, in its
sole discretion, from among the Eligible Employees, directors, consultants and
advisors to the Company recommended by the senior management of the Company, and
the Administrator shall determine, in its sole discretion, the number of shares
of Stock covered by each award.

SECTION 5. STOCK OPTIONS.

Stock Options may be granted alone or in addition to other awards granted
under the Plan. Any Stock Option granted under the Plan shall be in such form as
the Administrator may from

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time to time approve, and the provisions of Stock Option awards need not be the
same with respect to each optionee. Recipients of Stock Options shall enter into
a subscription and/or award agreement with the Company, in such form as the
Administrator shall determine, which agreement shall set forth, among other
things, the exercise price of the option, the term of the option and provisions
regarding exercisability of the option granted thereunder.

The Stock Options granted under the Plan may be of two types: (i)Incentive
Stock Options and (ii)Non-Qualified Stock Options.

The Administrator shall have the authority to grant to any Eligible
Employee Incentive Stock Options, Non-Qualified Stock Options, or both types of
Stock Options (in each case with or without Stock Appreciation Rights or Limited
Stock Appreciation Rights). Directors, consultants and advisors may only be
granted Non-Qualified Stock Options (with or without Stock Appreciation Rights
or Limited Stock Appreciation Rights). To the extent that any Stock Option does
not qualify as an Incentive Stock Option, it shall constitute a separate
Non-Qualified Stock Option. The Company shall have no liability to a
Participant, or any other party, if a Stock Option (or any part thereof) which
is intended to be an Incentive Stock Option is not an Incentive Stock Option.
More than one option may be granted to the same optionee and be outstanding
concurrently hereunder.

Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Administrator shall deem
desirable:

(1) OPTION PRICE. The option price per share of Stock purchasable under a
Stock Option shall be determined by the Administrator in its sole discretion at
the time of grant but shall not, in the case of Incentive Stock Options, be less
than 100% of the Fair Market Value of the Stock on such date and shall not, in
any event, be less than the par value (if any) of the Stock. If an employee owns
or is deemed to own (by reason of the attribution rules applicable under Section
424(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Parent Corporation and an Incentive Stock Option is
granted to such employee, the option price of such Incentive Stock Option (to
the extent required by the Code at the time of grant) shall be no less than 110%
of the Fair Market Value of the Stock on the date such Incentive Stock Option is
granted.

(2) OPTION TERM. The term of each Stock Option shall be fixed by the
Administrator, but no Stock Option shall be exercisable more than ten years
after the date such Stock Option is granted; PROVIDED, HOWEVER, that if an
employee owns or is deemed to own (by reason of the attribution rules of Section
424(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Parent Corporation and an Incentive Stock Option is

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granted to such employee, the term of such Incentive Stock Option (to the extent
required by the Code at the time of grant) shall be no more than five years from
the date of grant.

(3) EXERCISABILITY. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Administrator at or after grant. The Administrator may provide, in its
discretion, that any Stock Option shall be exercisable only in installments, and
the Administrator may waive such installment exercise provisions at any time in
whole or in part based on such factors as the Administrator may determine, in
its sole discretion, including but not limited to in connection with any "change
in control" of the Company, as defined in any stock option agreement.

(4) METHOD OF EXERCISE. Subject to Section 5(3) above, Stock Options may
be exercised in whole or in part at any time during the option period, by giving
written notice of exercise to the Company specifying the number of shares to be
purchased, accompanied by payment in full of the purchase price in cash or its
equivalent as determined by the Administrator. As determined by the
Administrator, in its sole discretion, payment in whole or in part may also be
made (i) by means of any cashless exercise procedure approved by the
Administrator, (ii) in the form of unrestricted Stock already owned by the
optionee, or (iii) in the case of the exercise of a NonQualified Stock Option,
in the form of Restricted Stock or Performance Shares subject to an award
hereunder (based, in each case, on the Fair Market Value of the Stock on the
date the option is exercised); PROVIDED, HOWEVER, that in the case of an
Incentive Stock Option, the right to make payment in the form of already owned
shares may be authorized only at the time of grant. If payment of the option
exercise price of a Non-Qualified Stock Option is made in whole or in part in
the form of Restricted Stock or Performance Shares, the shares received upon the
exercise of such Stock Option (to the extent of the number of shares of
Restricted Stock or Performance Shares surrendered upon exercise of such Stock
Option) shall be restricted in accordance with the original terms of the
Restricted Stock or Performance Share award in question, except that the
Administrator may direct that such restrictions shall apply only to that number
of shares equal to the number of shares surrendered upon the exercise of such
option. An optionee shall generally have the right to dividends and any other
rights of a stockholder with respect to the Stock subject to the option only
after the optionee has given written notice of exercise, has paid in full for
such shares, and, if requested, has given the representation described in
paragraph (1) of Section 10.

The Administrator may require the voluntary surrender of all or a portion
of any Stock Option granted under the Plan as a condition precedent to the grant
of a new Stock Option. Subject to the provisions of the Plan, such new Stock
Option shall be exercisable at the price, during such period and on such other
terms and conditions as are specified by the Administrator at the time the new
Stock Option is granted; PROVIDED, HOWEVER, should the Administrator so require,
the number of shares subject to such new Stock Option shall not be greater than
the number of shares subject to the surrendered Stock Option. Consistent with
the provisions of Section 162(m), to the extent applicable, upon their
surrender, Stock Options shall be canceled and the shares previously subject to
such canceled Stock Options shall again be available for grants of Stock Options
and other awards hereunder.

7
<PAGE>
(5) LOANS. The Company may make loans available to Stock Option holders in
connection with the exercise of outstanding options granted under the Plan, as
the Administrshall (i) be evidenced by promissory notes entered into by the
Stock Option holders in favor of the Company, (ii) be subject to the terms and
conditions set forth in this Section 5(5) and such other terms and conditions,
not inconsistent with the Plan, as the Administrator shall determine, (iii) bear
interest, if any, at such rate as the Administrator shall determine, and (iv) be
subject to Board approval (or to approval by the Administrator to the extent the
Board may delegate such authority). In no event may the principal amount of any
such loan exceed the sum of (x) the exercise price less the par value (if any)
of the shares of Stock covered by the option, or portion thereof, exercised by
the holder, and (y) any federal, state, and local income tax attributable to
such exercise. The initial term of the loan, the schedule of payments of
principal and interest under the loan, the extent to which the loan is to be
with or without recourse against the holder with respect to principal or
interest and the conditions upon which the loan will become payable in the event
of the holder's termination of employment shall be determined by the
Administrator. Unless the Administrator determines otherwise, when a loan is
made, shares of Stock having a Fair Market Value at least equal to the principal
amount of the loan shall be pledged by the holder to the Company as security for
payment of the unpaid balance of the loan, and such pledge shall be evidenced by
a pledge agreement, the terms of which shall be determined by the Administrator,
in its discretion; PROVIDED; HOWEVER, that each loan shall comply with all
applicable laws, regulations and rules of the Board of Governors of the Federal
Reserve System and any other governmental agency having jurisdiction.

(6) NON-TRANSFERABILITY OF OPTIONS. Unless otherwise determined by the
Administrator subject to the limitations on transferability set forth in Rule
16b-3, no Stock Option shall be transferable by the optionee, and all Stock
Options shall be exercisable, during the optionee's lifetime, only by the
optionee. Notwithstanding the foregoing, an Incentive Stock Option shall not be
transferable except by will or the laws of descent and distribution, and shall
be exercisable, during the optionee's lifetime, only by the optionee.

(7) TERMINATION OF EMPLOYMENT OR SERVICE. If an optionee's employment with
or service as a director, consultant or advisor to the Company terminates by
reason of death, Disability or for any other reason, the Stock Option may
thereafter be exercised to the extent provided in the applicable subscription or
award agreement, or as otherwise determined by the Administrator, PROVIDED,
HOWEVER, that an optionee who has been granted an Incentive Stock Option and
whose employment has been terminated must exercise the Incentive Stock Option
within three months following such termination or within twelve months in the
event such termination is the result of optionee's disability.

(8) ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent that the
aggregate Fair Market Value (determined as of the date the Incentive Stock
Option is granted) of shares of Stock

8
<PAGE>
with respect to which Incentive Stock Options granted to an Optionee under this
Plan and all other option plans of the Company or its Parent Corporation become
exercisable for the first time by the Optionee during any calendar year exceeds
$100,000, such Stock Options shall be treated as Non-Qualified Stock Options.

SECTION 6. STOCK APPRECIATION RIGHTS AND LIMITED STOCK APPRECIATION RIGHTS.

(1) GRANT AND EXERCISE. Stock Appreciation Rights and Limited Stock
Appreciation Rights may be granted either alone ("Free Standing Rights") or in
conjunction with all or part of any Stock Option granted under the Plan
("Related Rights"). In the case of a Non-Qualified Stock Option, Related Rights
may be granted either at or after the time of the grant of such Stock Option. In
the case of an Incentive Stock Option, Related Rights may be granted only at the
time of the grant of the Incentive Stock Option.

A Related Right or applicable portion thereof granted in conjunction with
a given Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, except that, unless
otherwise provided by the Administrator at the time of grant, a Related Right
granted with respect to less than the full number of shares covered by a related
Stock Option shall only be reduced if and to the extent that the number of
shares covered by the exercise or termination of the related Stock Option
exceeds the number of shares not covered by the Related Right.

A Related Right may be exercised by an optionee, in accordance with
paragraph (2) of this Section 6, by surrendering the applicable portion of the
related Stock Option. Upon such exercise and surrender, the optionee shall be
entitled to receive an amount determined in the manner prescribed in paragraph
(2) of this Section 6. Stock Options which have been so surrendered, in whole or
in part, shall no longer be exercisable to the extent the Related Rights have
been so exercised.

(2) TERMS AND CONDITIONS. Stock Appreciation Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Administrator, including the
following:

(a) Stock Appreciation Rights that are Related Rights ("Related
Stock Appreciation Rights") shall be exercisable only at such time or times and
to the extent that the Stock Options to which they relate shall be exercisable
in accordance with the provisions of Section 5 and this Section 6 of the Plan;
PROVIDED, HOWEVER, that no Related Stock Appreciation Right shall be exercisable
during the first six months of its term, except that this additional limitation
shall not apply in the event of death or Disability of the optionee prior to the
expiration of such six-month period.

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<PAGE>
(b) Upon the exercise of a Related Stock Appreciation Right, an
optionee shall be entitled to receive up to, but not more than, an amount in
cash or that number of shares of Stock (or in some combination of cash and
shares of Stock) equal in value to the excess of the Fair Market Value of one
share of Stock as of the date of exercise over the option price per share
specified in the related Stock Option multiplied by the number of shares of
Stock in respect of which the Related Stock Appreciation Right is being
exercised, with the Administrator having the right to determine the form of
payment.

(c) Related Stock Appreciation Rights shall be transferable only
when and to the extent that the underlying Stock Option would be transferable
under paragraph (6) of Section 5 of the Plan.

(d) Upon the exercise of a Related Stock Appreciation Right, the
Stock Option or part thereof to which such Related Stock Appreciation Right is
related shall be deemed to have been exercised for the purpose of the limitation
set forth in Section 3 of the Plan on the number of shares of Stock to be issued
under the Plan, but only to the extent of the number of shares issued under the
Related Stock Appreciation Right.

(e) A Related Stock Appreciation Right granted in connection with an
Incentive Stock Option may be exercised only if and when the Fair Market Value
of the Stock subject to the Incentive Stock Option exceeds the exercise price of
such Stock Option.

(f) Stock Appreciation Rights that are Free Standing Rights ("Free
Standing Stock Appreciation Rights") shall be exercisable at such time or times
and subject to such terms and conditions as shall be determined by the
Administrator at or after grant; PROVIDED, HOWEVER, that no Free Standing Stock
Appreciation Right shall be exercisable during the first six months of its term,
except that this limitation shall not apply in the event of death or Disability
of the recipient of the Free Standing Stock Appreciation Right prior to the
expiration of such six-month period.

(g) The term of each Free Standing Stock Appreciation Right shall be
fixed by the Administrator, but no Free Standing Stock Appreciation Right shall
be exercisable more than ten years after the date such right is granted.

(h) Upon the exercise of a Free Standing Stock Appreciation Right, a
recipient shall be entitled to receive up to, but not more than, an amount in
cash or that number of shares of Stock (or any combination of cash or shares of
Stock) equal in value to the excess of the Fair Market Value of one share of
Stock as of the date of exercise over the price per share specified in the Free
Standing Stock Appreciation Right (which price shall be no less than 100% of the
Fair Market Value of the Stock on the date of grant) multiplied by the number of
shares of Stock in respect to which the right is being exercised, with the
Administrator having the right to determine the form of payment.

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<PAGE>
(i) Free Standing Stock Appreciation Rights shall be transferable
only when and to the extent that a Stock Option would be transferable under
paragraph (6) of Section 5 of the Plan.

(j) In the event of the termination of employment or service of a
Participant who has been granted one or more Free Standing Stock Appreciation
Rights, such rights shall be exercisable at such time or times and subject to
such terms and conditions as shall be determined by the Administrator at or
after grant.

(k) Limited Stock Appreciation Rights may only be exercised within
the 30-day period following a "Change of Control" (as defined by the
Administrator in the agreement evidencing such Limited Stock Appreciation Right)
and, with respect to Limited Stock Appreciation Rights that are Related Rights
("Related Limited Stock Appreciation Rights"), only to the extent that the Stock
Options to which they relate shall be exercisable in accordance with the
provisions of Section 5 and this Section 6 of the Plan; PROVIDED, HOWEVER, that
no Related Limited Stock Appreciation Right shall be exercisable during the
first six months of its term, except that this additional limitation shall not
apply in the event of death or Disability of the optionee prior to the
expiration of such six-month period.

(l) Upon the exercise of a Limited Stock Appreciation Right, the
recipient shall be entitled to receive an amount in cash equal in value to the
excess of the "Change of Control Price" (as defined in the agreement evidencing
such Limited Stock Appreciation Right) of one share of Stock as of the date of
exercise over (A) the option price per share specified in the related
Stock Option, or (B) in the case of a Limited Stock Appreciation Right which is
a Free Standing Stock Appreciation Right, the price per share specified in the
Free Standing Stock Appreciation Right, such excess to be multiplied by the
number of shares in respect of which the Limited Stock Appreciation Right shall
have been exercised.

SECTION 7. RESTRICTED STOCK, DEFERRED STOCK AND PERFORMANCE SHARES.

(1) GENERAL. Restricted Stock, Deferred Stock or Performance Share awards
may be issued either alone or in addition to other awards granted under the
Plan. The Administrator shall determine the persons to whom, and the time or
times at which, grants of Restricted Stock, Deferred Stock or Performance Share
awards shall be made; the number of shares to be awarded; the price, if any, to
be paid by the recipient of Restricted Stock, Deferred Stock or Performance
Share awards; the Restricted Period (as defined in paragraph (3) hereof)
applicable to Restricted Stock or Deferred Stock awards; the performance
objectives applicable to Performance Share or Deferred Stock awards; the date or
dates on which restrictions applicable to such Restricted Stock or Deferred
Stock awards shall lapse during such Restricted Period; and all other conditions
of the Restricted Stock, Deferred Stock and Performance Share awards. The
Administrator may also condition the grant of Restricted Stock, Deferred Stock
awards or Performance Shares upon the exercise of Stock Options, or upon such
other criteria as the

11
<PAGE>
Administrator may determine, in its sole discretion. The provisions of the same
with respect to each recipient. In the discretion of the Administrator, loans
may be made to Participants in connection with the purchase of Restricted Stock
under substantially the same terms and conditions as provided in Section 5(5)
with respect to the exercise of Stock Options.

(2) AWARDS AND CERTIFICATES. The prospective recipient of a Restricted
Stock, Deferred Stock or Performance Share award shall not have any rights with
respect to such award, unless and until such recipient has executed an agreement
evidencing the award (a "Restricted Stock Award Agreement," "Deferred Stock
Award Agreement" or "Performance Share Award Agreement," as appropriate) and
delivered a fully executed copy thereof to the Company, within a period of sixty
days (or such other period as the Administrator may specify) after the award
date. Except as otherwise provided below in this Section 7(2), (i) each
Participant who is awarded Restricted Stock or Performance Shares shall be
issued a stock certificate in respect of such shares of Restricted Stock or
Performance Shares; and (ii) such certificate shall be registered in the name of
the Participant, and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such award.

The Company may require that the stock certificates evidencing Restricted
Stock or Performance Share awards hereunder be held in the custody of the
Company until the restrictions thereon shall have lapsed, and that, as a
condition of any Restricted Stock award or Performance Share award, the
Participant shall have delivered a stock power, endorsed in blank, relating to
the Stock covered by such award.

With respect to Deferred Stock awards, at the expiration of the Restricted
Period, stock certificates in respect of such shares of Deferred Stock shall be
delivered to the participant, or his legal representative, in a number equal to
the number of shares of Stock covered by the Deferred Stock award.

(3) RESTRICTIONS AND CONDITIONS. The Restricted Stock, Deferred Stock and
Performance Share awards granted pursuant to this Section 7 shall be subject to
the following restrictions and conditions:

(a) Subject to the provisions of the Plan and the Restricted Stock
Award Agreement, Deferred Stock Award Agreement or Performance Share Award
Agreement, as appropriate, governing such award, during such period as may be
set by the Administrator commencing on the grant date (the "Restricted Period"),
the Participant shall not be permitted to sell, transfer, pledge or assign
shares of Restricted Stock, Performance Shares or Deferred Stock awarded under
the Plan; PROVIDED, HOWEVER, that the Administrator may, in its sole discretion,
provide for the lapse of such restrictions in installments and may accelerate or
waive such restrictions in whole or in part, based on such factors and such
circumstances as the Administrator may determine, in its sole discretion,
including, but not limited to, the attainment of certain performance related

12
<PAGE>
goals, the Participant's termination of employment or service, death or
Disability or the occurrence of a "Change of Control" as defined in the
agreement evidencing such award.

(b) Except as provided in paragraph (3)(a) of this Section 7, the
Participant shall generally have, with respect to the shares of Restricted Stock
or Performance Shares, all of the rights of a stockholder with respect to such
stock during the Restricted Period. The Participant shall generally not have the
rights of a stockholder with respect to stock subject to Deferred Stock awards
during the Restricted period; PROVIDED, HOWEVER, that dividends declared during
the Restricted period with respect to the number of shares covered by a Deferred
Stock award shall be paid to the Participant. Certificates for shares of
unrestricted Stock shall be delivered to the Participant promptly after, and
only after, the Restricted Period shall expire without forfeiture in respect of
such shareistrator, in its sole discretion, shall otherwise determine.

(c) The rights of holders of Restricted Stock, Deferred Stock and
Performance Share awards upon termination of employment or service for any
reason during the Restricted Period shall be set forth in the Restricted Stock
Award Agreement, Deferred Stock Award Agreement or Performance Share Award
Agreement, as appropriate, governing such awards.

SECTION 8. AMENDMENT AND TERMINATION.

The Board may amend, alter, suspend or discontinue the Plan in any respect
at any time. Board approval must be accompanied by (i) shareholder approval in
those cases in which amendment, alteration or discontinuation requires
shareholder approval under applicable law or regulations or the requirements of
the principal exchange or interdealer quotation system on which the Common Stock
is listed or quoted and (ii) affected Participant's approval if the amendment,
alteration or discontinuation would adversely affect the Participant's rights
under any outstanding award.

The Administrator may amend the terms of any award theretofore granted,
prospectively and retroactively, but, subject to Section 3 above, no such
amendment shall impair the rights of any holder without his or her consent.

SECTION 9. UNFUNDED STATUS OF PLAN.

The Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments not yet made to a Participant by the
Company, nothing contained herein shall give any such Participant any rights
that are greater than those of a general creditor of the Company.

13
<PAGE>
SECTION 10. GENERAL PROVISIONS.

(1) The Company may require any person to whom an award is granted, or any
person to whom an award is transferred in accordance with the Plan, as a
condition of exercising or acquiring stock under any award, (1) to give written
assurances satisfactory to the Company as to such person's knowledge and
experience in financial and business matters and/or to employ a purchaser
representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters, and that he or she is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the award; and (2) to give written assurances satisfactory
to the Company stating that such person is acquiringtion of selling or otherwise
distributing the stock. The foregoing requirements, and any assurances given
pursuant to such requirements, shall be inoperative if (i) the issuance of the
shares upon the exercise or acquisition of stock under the award has been
registered under a then currently effective registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), or (ii) as to any
particular requirement, a determination is made by counsel for the Company that
such requirement need not be met in the circumstances under the then applicable
securities laws.

All certificates for shares of Stock delivered under the Plan shall be
subject to such stock transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations and other
requirements of the Commission, any stock exchange upon which the Stock is then
listed, and any applicable federal or state securities law, and the
Administrator may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.

(2) Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan shall
not confer upon any employee, consultant or advisor of the Company any right to
continued employment or service with the Company, as the case may be, nor shall
it interfere in any way with the right of the Company to terminate the
employment or service of any of its employees, consultants or advisors at any
time.

(3) Each Participant shall, no later than the date as of which the value
of an award first becomes includible in the gross income of the Participant for
federal income tax purposes, pay to
the Company, or make arrangements satisfactory to the Administrator regarding
payment of, by law to be withheld with respect to the award.
The obligations of the Company under the Plan shall be conditional on the making
of such payments or arrangements, and the Company shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Participant.

14
<PAGE>
(4) No member of the Board or the Administrator, nor any officer or
employee of the Company acting on behalf of the Board or the Administrator,
shall be personally liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members of the
Board or the Administrator and each and any officer or employee of the Company
acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation.

(5) During the terms of any award made hereunder, the Company shall keep
available at all times the number of shares of stock required to satisfy such
award.

(6) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares hereunder; provided, however, that this undertaking shall
not require the Company to register under the Securities Act either the Plan,
any award made hereunder or any stock issued or issuable pursuant to any such
award. If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell stock
upon exercise of such award unless and until such authority is obtained.

SECTION 11. EFFECTIVE DATE OF PLAN.

The Plan became effective (the "Effective Date") on ___________, 1997, the
date the Company's stockholders formally approved the Plan.

SECTION 12. TERM OF PLAN.

No Stock Option, Stock Appreciation Right, Limited Stock Appreciation
Right, Restricted Stock, Deferred Stock or Performance Share award shall be
granted pursuant to the Plan on or after the tenth anniversary of the Effective
Date, but awards theretofore granted may extend beyond that date.

EXHIBIT 10.5
FORM OF
MANAGEMENT SERVICES AGREEMENT

Dated as of the ____________ day of ___________, 1997
by and between

AMERICAN MEDICAL PROVIDERS, INC.

and
---------------------------
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE 1 Definitions....................................................... 1
Section 1.1 Definitions............................................... 1

ARTICLE 2 Relationship of the Parties....................................... 8

ARTICLE 3 Services to be Provided by Administrator.......................... 9
Section 3.1 Overall Function.......................................... 9
Section 3.2 General Administrative Services........................... 9
Section 3.3 Facilities................................................ 11
(a) Premises..................................................... 11
(b) Personal Property............................................ 12
(c) Expenses..................................................... 12
(d) Disposition.................................................. 12
Section 3.4 Acquisition and Assistance................................ 12
Section 3.5 Financial Planning and Budgeting.......................... 12
Section 3.6 Inventory and Supplies.................................... 13
Section 3.7 Marketing, Advertising and Public Relations............... 13
Section 3.8 Personnel................................................. 13
Section 3.9 Provider and Payor Relationships.......................... 14
Section 3.10 Quality Assurance......................................... 14
Section 3.11 Other Consulting and Advisory Services.................... 14
Section 3.12 Events Excusing Performance............................... 14

ARTICLE 4 Obligations of the Group Practice................................. 15
Section 4.1 Employment of Physician Employees; Distributions to
Physicians Stockholders.................................. 15
Section 4.2 Professional Services..................................... 15
Section 4.3 Medical Practices......................................... 15
Section 4.4 Group Practice's Internal Matters......................... 16
Section 4.5 Group Practice Board Meetings............................. 16
Section 4.6 Name...................................................... 16
Section 4.7 Compliance with Laws...................................... 16
Section 4.8 Ancillary Operations...................................... 17
Section 4.9 Premises and Personal Property............................ 17
Section 4.10 Group Practice Employee Benefit Plans..................... 18

ARTICLE 5 Joint Planning Board.............................................. 19

(i)
<PAGE>
ARTICLE 6 Restrictive Covenants and Liquidated Damages...................... 20
Section 6.1 Restrictive Covenants of the Group Practice............... 20
(a) Noncompetition............................................... 20
(b) Acknowledgment of Proprietary Interest....................... 21
(c) Covenant Not-to-Divulge Confidential and Proprietary
Information................................................. 21
(d) Return of Materials to Administrator......................... 21
(e) Return of Materials to the Group Practice.................... 21
Section 6.2 Restrictive Covenants and Liquidated Damages Provisions... 22
Section 6.3 Enforcement of Physician Agreements....................... 22
(a) Enforceability of Liquidated Damages Provisions.............. 22
(b) Enforcement of Restrictive Covenants and Other Provisions.... 23
Section 6.4 Remedies.................................................. 23

ARTICLE 7 Financial and Security Arrangements............................... 24
Section 7.1 Service Fees.............................................. 24
(a) Management of Professional Services.......................... 24
Section 7.2 Payments.................................................. 24
Section 7.3 Repayment................................................. 24
Section 7.4 Security Agreement........................................ 24
Section 7.5 Performance Incentive/Reduction........................... 25

ARTICLE 8 Records........................................................... 25

ARTICLE 9 Insurance and Indemnity........................................... 26
Section 9.1 Insurance to be Maintained by the Group Practice.......... 26
Section 9.2 Insurance to be Maintained by Administrator............... 26
Section 9.3 Continuing Liability Insurance Coverage................... 26
Section 9.4 Additional Insured........................................ 26
Section 9.5 Indemnification........................................... 26
Section 9.6 Guaranty.................................................. 27

ARTICLE 10 Term and Termination............................................. 27
Section 10.1 Term of Agreement......................................... 27
Section 10.2 Extended Term............................................. 27
Section 10.3 Termination by the Group Practice......................... 27
Section 10.4 Termination by Administrator.............................. 28
Section 10.5 Effective Date of Termination............................. 28
Section 10.6 Effect Upon Termination................................... 28

ARTICLE 11 General Provisions............................................... 29
Section 11.1 Assignment................................................ 29
Section 11.2 Amendments................................................ 29
Section 11.3 Waiver of Provisions...................................... 29
Section 11.4 Additional Documents...................................... 30

(ii)
<PAGE>
Section 11.5 Attorneys' Fees........................................... 30
Section 11.6 Contract Modifications for Prospective Legal Events....... 30
Section 11.7 Parties In Interest; No Third Party Beneficiaries......... 30
Section 11.8 Entire Agreement.......................................... 30
Section 11.9 Severability.............................................. 30
Section 11.10 Governing Law............................................. 31
Section 11.11 No Waiver; Remedies Cumulative............................ 31
Section 11.12 Arbitration and Mediation................................. 31
(a) Mediation.................................................... 31
(b) Binding Arbitration.......................................... 32
Section 11.13 Communications............................................ 33
Section 11.14 Captions.................................................. 33
Section 11.15 Gender and Number......................................... 33
Section 11.16 Reference to Agreement.................................... 33
Section 11.17 Notice.................................................... 33
Section 11.18 Counterparts.............................................. 34
Section 11.19 Defined Terms............................................. 34

(iii)
<PAGE>
FORM OF
MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement (this "Agreement"), dated as of
_________________, 1997, is by and among American Medical Providers, Inc., a
Delaware corporation, ("AMP"), and its affiliates (collectively,
"Administrator") and ______________________ a [STATE] PROFESSIONAL LIMITED
LIABILITY COMPANY (the "Group Practice").

WITNESSETH:

WHEREAS, the Group Practice will conduct a podiatric medical practice in
the ____________________ area and will provide professional podiatric care and
products to the general public; and

WHEREAS, Administrator is in the business of owning certain assets of
medical practices and providing consulting, administrative, and other support
services to and furnishing medical practices with the necessary facilities,
equipment, non-physician personnel, supplies and non-physician support staff
services; and

WHEREAS, the Group Practice desires to obtain the services of
Administrator in performing functions so as to permit the Group Practice to
devote its efforts on a concentrated and continuous basis to the rendering of
medical services to its patients; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and on the terms and subject to the
conditions herein set forth, the parties hereto agree as follows:

ARTICLE 1

Definitions

SECTION 1.1 DEFINITIONS. For the purposes of this Agreement, the
following definitions shall apply:

(a) "ACCOUNTING CENTER" shall mean the separate accounting centers
within the Group Practice established for a subgroup of the Group Practice,
consisting of a single or multiple Physicians in accordance with the Physician
Engagement Agreements.

(b) "ACQUISITIONS" shall mean the acquisition transactions described in
the Acquisition Agreements.

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(c) "ACQUISITION AGREEMENTS" shall mean the Business Purchase Agreement,
the Physician Employment Agreement, and the Physician Engagement Agreement of
even date herewith by and between Administrator and (1) the Group Practice, (2)
the Physician Stockholders, (3) the Physician Employees and/or (4) the
predecessor employers of Physician Stockholders.

(d) "ACQUISITION CONSIDERATION" shall mean the AMP Common Stock and
other consideration furnished pursuant to the Acquisition Agreements by AMP in
connection with the Acquisition.

(e) "ACQUISITION EFFECTIVE DATE" shall mean the date the Acquisition is
effective pursuant to the terms of the Acquisition Agreements.

(f) "ADJUSTMENTS" shall mean any adjustments for uncollectible accounts,
discounts, Medicare and Medicaid disallowances, workers' compensation ,
employee/dependent health care benefit programs, professional courtesies and
other activities to the extent they do not generate a collectible fee or offset
a fee previously recorded.

(g) "ADMINISTRATOR EXPENSE" shall mean, pursuant to GAAP applied on a
consistent basis for each Accounting Center of the Group Practice:

(i) Any corporate overhead charges of Administrator and other
items incurred by Administrator that are not incurred specifically for
the purpose of providing services to the Group Practice or are not
directly attributable to the Group Practice as reasonably determined by
Administrator, including, without limitation, salaries and benefits of
executive officers of Administrator, except as otherwise provided for in
the definition of Group Practice Expenses;

(ii) Any amortization of any intangible asset resulting from the
Acquisition;

(iii) Any depreciation attributable to increases in the book
value of tangible depreciable assets resulting from the Acquisition;

(iv) Any legal and accounting expenses incurred by Administrator
in connection with the Acquisition;

(v) All taxes of Administrator, including but not limited to
state and federal income taxes and franchise taxes; but excluding state
and federal employee taxes related to employees who provide services for
the Group Practice, property taxes on assets used by the Group Practice
and other taxes specifically included in Group Practice Expenses.

(vi) Any expenses, whether for premiums or otherwise, related to
disability or life insurance for any Physician where the beneficiary
thereof is Administrator.

(vii) Any other expenses specifically included in "Administrator
Expenses" in this Agreement.

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(h) "AFFILIATE" with respect to any person shall mean a person that
directly or indirectly through one or more intermediaries controls, or is
controlled by or is under common control with, such person. Neither
Administrator nor the Group Practice is deemed to be an Affiliate of the other.

(i) "AMP COMMON STOCK" shall mean the common stock, par value $0.01 per
share, of AMP.

(j) "AMP GROUP" shall mean Administrator and its Affiliates and all
professional associations or corporations or other entities for which
Administrator, AMP, or their Affiliates provide management services.

(k) "ANCILLARY EMPLOYEES" shall mean those individuals who are employed
by or otherwise under contract or associated with Administrator to provide
services in the ancillary areas of the Group Practice's practice.

(l) "ANCILLARY EXPENSES" shall mean, pursuant to GAAP applied on a
consistent basis for each Accounting Center of the Group Practice, all operating
and non-operating expenses of Administrator incurred in the operation of
Ancillary Services on behalf of the Group Practice pursuant to this Agreement,
and all operating and non-operating expenses of the Group Practice incurred by
the Group Practice in the operation of Ancillary Services on behalf of the Group
Practice, including, without limitation, all expenses normally included within
the definition of Group Practice Expenses and specifically including all costs
associated with Ancillary Employees.

(m) "ANCILLARY REVENUE" for any month shall mean, all fees and income of
each Accounting Center of the Group Practice that, pursuant to GAAP applied on a
consistent basis, should be recorded each month (net of adjustments) by or on
behalf of the Group Practice from the provision of Ancillary Services to the
patients of the Group Practice.

(n) "ANCILLARY SERVICES" shall mean any and all services, products or
other fee generating activities provided to the patients of the Group Practice
and not resulting from direct professional medical services or incident to such
professional medical services by Physician Stockholders, Physician Employees or
Physician Extender Employees of the Group Practice.

(o) "ANNUAL CONTRIBUTION" shall mean for any given calendar year an
amount equal to the aggregate Group Practice Revenues for such calendar year
less the aggregate Group Practice Expenses for such year.

(p) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

(q) "CONFIDENTIAL AND PROPRIETARY INFORMATION" shall have the meaning
set forth in Section 6.

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(r) "CURRENT PHYSICIAN RESTRICTIVE COVENANTS" shall have the meaning set
forth in Section 6.2.

(s) "DESIGNATED HEALTH SERVICES" shall have the meaning assigned to such
term in Stark.

(t) "DISPUTE" shall have the meaning set forth in Section 11.12.

(u) "ERISA" shall have the meaning set forth in Section 4.10(c).

(v) "EXCLUDED GROUP PRACTICE EXPENSES" shall mean, pursuant to GAAP
applied on a consistent basis, for each Accounting Center of the Group Practice:

(i) any salaries or other distributions made to Physicians,
whether for professional fee income or otherwise, and any expenses
related thereto, including payroll and other taxes associated therewith;

(ii) any federal, state or other income taxes applicable to the
Group Practice;

(iii) any expenses, whether for premiums or otherwise, related
to disability or life insurance for any Physician where the beneficiary
thereof has been named by the Physician,

(iv) all costs, expenses and liabilities incurred by the Group
Practice or Administrator for professional liability insurance,

(v) any expenses described in any Physician Employment Agreement
for a Physician Employee,

(vi) any expenses described in any Physician Engagement
Agreement for a Physician Stockholder,

(vii) expenses related to professional meetings, seminars and
dues and professional licensing fees related to the business of the
Group Practice;

(viii) any contributions to any Group Practice Plan for the
benefit of any Physician, and

(ix) any other expenses specifically included in "Excluded Group
Practice Expenses" in this Agreement.

(w) "FUTURE PHYSICIAN RESTRICTIVE COVENANTS" shall have the meaning set
forth in Section 6.2.

(x) "GAAP" shall mean generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board and the Securities
and Exchange Commission or in such other statements by such other entity

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<PAGE>
or other practices and procedures as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination. For purposes of this Agreement, GAAP shall be applied on
an accrual basis.

(y) "GROUP PRACTICE" shall include the Group Practice as defined in the
first paragraph of this Agreement and all Accounting Centers, satellite
locations and related businesses of such Group Practice.

(z) "GROUP PRACTICE EXPENSES" shall mean, pursuant to GAAP applied on a
consistent basis, for each Accounting Center of the Group Practice, all
operating and non-operating expenses of Administrator incurred specifically for
and directly attributable to the operation of the Group Practice pursuant to
this Agreement, and all operating and non-operating expenses of the Group
Practice incurred by the Group Practice in the operation of the Group Practice,
including, without limitation:

(i) Salaries, benefits and other direct costs of all employees
of Administrator who perform services for the Group Practice (other than
Group Practice Physician Employees), including, without limitation,
federal and state employee taxes and costs of workers' compensation.

(ii) Direct costs of all employees or consultants of
Administrator engaged to provide services at or in connection with the
Group Practice or who actually provide services at or in connection with
the Group Practice for improved performance, such as quality assurance,
materials management, purchasing, charge and coding analysis, physician
recruitment and business office consultant; provided, however, only the
portion of expenses related to such employee or consultant, without
mark-up, that is allocable to work performed at or for the benefit of
the Group Practice shall be included in Group Practice Expenses.

(iii) The obligations of Administrator, including capital costs,
depreciation and amortization, leases or subleases for assets which are
leased or utilized for the benefit of the Group Practice, including,
without limitation, any subleases between any Affiliates included in
Administrator, provided that the rent payable under such subleases shall
not exceed the rent payable by such Affiliate.

(iv) Personal and intangible property taxes assessed against
Administrator's or its Affiliate's assets which are leases or utilized
for the benefit of the Group Practice, commencing on the date of this
Agreement.

(v) Interest expense on indebtedness (1) assumed by
Administrator as a result of the Acquisition or (2) funds expended by
Administrator (a) to finance or refinance obligations assumed by
Administrator at the time of the Acquisition and/or (b) in connection
with making advances and capital available to the Group Practice and in
providing other services pursuant to this Agreement.

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<PAGE>
(vi) Any provider tax assessed against the Group Practice by the
State and any sales and use taxes assessed against the Group Practice
related to Group Practice operations or assessed against Administrator
related to services provided hereunder.

(vii) All expenses specifically included in "Group Practice
Expenses" in this Agreement.

(viii) All expenses, whether for premiums or otherwise, related
to life insurance for any Group Practice Physician Stockholder where the
beneficiary thereof is the Group Practice.

(ix) Other expenses incurred by Administrator in providing
services for the direct benefit of the Group Practice and in carrying
out its obligations under this Agreement.

Provided, however, that, notwithstanding anything contained herein,
Administrator Expenses, Ancillary Expenses and Excluded Group Practice Expenses
shall not be included in Group Practice Expenses.

(aa) "GROUP PRACTICE FUNDS" shall indicate for the relevant period an
amount equal to Group Practice Revenues less than the sum of Group Practice
Expenses and the Service Fees, for each Accounting Center of the Group Practice.

(ab) "GROUP PRACTICE PLAN" shall have the meaning set forth in Section
4.10(a).

(ac) "GROUP PRACTICE REVENUES" for any month shall mean all fees and
income of each Accounting Center of the Group Practice that, pursuant to GAAP
applied on a consistent basis, should be recorded each month (net of
Adjustments) by or on behalf of the Group Practice, including, without
limitation, the fees generated as a result of professional medical services
furnished to patients by Physician Employees, including Physician Extender
Employees, and other fees or income generated in their capacity as
professionals, whether rendered in an inpatient or outpatient setting,
including, but not limited to, medical director fees or technical fees from
medical ancillary services and consulting fees, but shall not include (i) any
income or revenue received by any Group Practice Physician Employee individually
from the activities listed in Schedule A to the applicable Physician Employment
Agreement or Physician Engagement Agreement, (ii) liquidated damages received by
the Group Practice or the Administrator pursuant to Section 6.2 or 6.3, or (iii)
Ancillary Group Practice Revenues as defined herein.

(ad) "IRS" shall mean the Internal Revenue Service.

(ae) "JOINT PLANNING BOARD" shall mean a six (6) member joint board
established pursuant to Article 5.

(af) "LD CAUSES OF ACTION" shall have the meaning set forth in Section
6.3(a).

(ag) "LIQUIDATED DAMAGES" shall have the meaning set forth in Section
6.3(a).

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(ah) "LIQUIDATED DAMAGES PROVISIONS" shall have the meaning set forth in
Section 6.2.

(ai) "MANAGED CARE CONTRACTS" shall have the meaning set forth in
Section 3.9.

(aj) "MANAGED CARE PAYORS" shall have the meaning set forth in Section
3.9.

(ak) "MEDICAL WASTE" includes, but is not limited to, (i) pathological
waste, (ii) blood, (iii) sharps, (iv) wastes from surgery or autopsy, (v)
dialysis waste, including contaminated disposable equipment and supplies, (vi)
cultures and stocks of infectious agents and associated biological agents, (vii)
contaminated animals, (viii) isolation wastes, (ix) contaminated equipment, (x)
laboratory waste, (xi) any substance, pollutants material or contaminants listed
or regulated under any Medical Waste Law, and (xii) other biological Waste and
discarded materials contaminated with or exposed to blood, excretion, or
secretions from human beings or animals.

(al) "MEDICAL WASTE LAWS" shall mean the following, including
regulations promulgated and orders issued thereunder, all as may be amended from
time to time: (i) the MWTA, (ii) the U.S. Public Vessel Medical Waste
Anti-Dumping Act of 1988, 33 USCA ss.ss. 2501 ET SEQ., (iii) the Marine
Protection, Research, and Sanctuaries Act of 1972, 33 USCA ss.ss.1401 ET SEQ.,
(iv) The Occupational Safety and Health Act, 29 USCA ss.ss.651 ET M., (v) the
United States Department of Health and Human Services, National Institute for
Occupational Safety and Health, Infectious Waste Disposal Guidelines,
Publication No. 88-119, and (vi) any other federal, state, regional, county,
municipal or other local laws, regulations and ordinances insofar as they
purport to control Medical Waste, or impose requirements relating to Medical
Waste.

(am) "PAYMENT DATE" shall have the meaning set forth in Section 7.3.

(an) "PERSONAL PROPERTY" shall have the meaning set forth in Section
3.3(b).

(ao) "PHYSICIAN" shall mean all Physician Stockholders and Physician
Employees, as defined below.

(ap) "PHYSICIAN EMPLOYMENT AGREEMENT" shall mean the employment
agreement entered into between the Group Practice and Physician Employees,
whether on the date hereof or on any date hereafter during the term of this
Agreement and any extension thereof.

(aq) "PHYSICIAN EMPLOYEES" shall mean those individuals who are
physicians employed by the Group Practice under a Physician Employment
Agreement, or who are otherwise under contract or associated with the Group
Practice to provide professional medical services to patients of the Group
Practice except those individuals employed under a Physician Engagement
Agreement.

(ar) "PHYSICIAN ENGAGEMENT AGREEMENT" shall mean the engagement
agreement entered into between the Group Practice and Physician Stockholders,
whether on the date hereof or on any date hereafter during the term of this
Agreement and any extensions thereof.

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<PAGE>
(as) "PHYSICIAN EXTENDER EMPLOYEES" shall mean those individuals who are
employed by or otherwise under contract or associated with Administrator as
nurse anesthetists, physicians assistants, nurse practitioners or similar
positions, or any position that generates a professional charge, but shall not
include Ancillary Employees.

(at) "PHYSICIAN STOCKHOLDER" shall mean those individuals engaged by the
Group Practice under a Physician Engagement Agreement.

(au) "PLANS" shall have the meaning set forth in Section 4.10(a).

(av) "PREMISES" shall mean the premises provided to the Group Practice
pursuant to Section 3.3.

(aw) "RESTRICTIVE COVENANTS" shall mean the Current Physician
Restrictive Covenants and the Future Physician Restrictive Covenants.

(ax) "SERVICE FEE" shall have the meaning set forth in Section 7. 1 (b).

(ay) "STARK" shall mean the anti-selfreferral provisions for certain
health services found in 42 U.S.C. ss. 1395nn and all rules and regulations
promulgated thereunder, as such may be amended or revised from time to time.

(az) "STATE" shall mean the State of ___________________.

(ba) "TAX RETURNS" shall include all federal, state, local, franchise,
property and other tax returns.

(bb) "TERMINATION DATE" shall have the meaning set forth in Section
10.5.

(bc) "TERMINATION NOTICE" shall have the meaning set forth in Section
10.5(a).

ARTICLE 2

Relationship of the Parties

The Group Practice and Administrator intend to act and perform as
independent contractors, and the provisions hereof are not intended to create
any partnership, joint venture, agency or employment relationship between the
parties. Administrator and the Group Practice agree that the Group Practice
shall retain the exclusive authority to direct the medical, professional, and
ethical aspects of its medical practice. Administrator shall neither exercise
control over nor interfere with the physician-patient relationships of the Group
Practice, which shall be maintained strictly between the physicians of the Group
Practice and their patients. The parties hereby agree that the benefits to the
Group Practice hereunder do not require, are not payment for and are not in any
way contingent upon the admission, referral or any other arrangement for the
provision of any item or service offered by Administrator or any of its
Affiliates to any of

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<PAGE>
the Group Practice's patients in any ancillary service controlled, managed or
operated by Administrator.

ARTICLE 3

Services to be Provided by Administrator

SECTION 3.1 OVERALL FUNCTION. Administrator shall provide or arrange for
the services set forth in this Article 3 and the costs, fees, expenses and other
disbursements incurred by Administrator in connection therewith shall be
included in Group Practice Expenses, except to the extent such costs, fees or
expenses are Excluded Group Practice Expenses, Administrator Expenses or
Ancillary Expenses. Administrator is authorized to perform its services
hereunder as is necessary or appropriate for the efficient operation of the
Group Practice, including, without limitation, performance of some of the
business office functions at locations other than the Group Practice. The Group
Practice will not act in a manner which would prevent Administrator from
performing its duties hereunder and will provide such information and assistance
to Administrator as is reasonably required by Administrator to perform its
services hereunder. Administrator shall use its best efforts to cause its
employees, to comply with all applicable federal, state and local laws, rules
and regulations in its provision of services hereunder.

SECTION 3.2 GENERAL ADMINISTRATIVE SERVICES.

(a) The Group Practice hereby engages Administrator to serve as its
exclusive manager and administrator of non-physician services relating to the
operation of the Group Practice, subject to matters reserved for the Group
Practice or referred to the Joint Planning Board as herein contemplated, and
Administrator shall have all necessary authority to perform such services. The
Group Practice agrees that the purpose and intent of this Agreement is to
relieve the Physician Employees to the maximum extent possible of the
administrative, accounting, purchasing, non-physician personnel and other
business aspects of its practice. Administrator agrees that only the Group
Practice and Physician Employees, will perform the medical functions of its
practice. Administrator shall have no authority, directly or indirectly, to
perform or supervise, and shall not perform or supervise, any medical function.
Administrator may, however, advise the Group Practice as to the relationship
between its performance of medical functions and overall administrative and
business functions of its practice to the extent permitted by applicable law.

(b) Administrator shall, in the name of and on behalf of the Group
Practice, bill patients, insurance companies and other third-party payors and
collect the professional fees for medical services rendered by the Group
Practice in the Group Practice, for services performed outside the Group
Practice for its hospitalized patients, and for other professional and Group
Practice services and products. The Group Practice hereby appoints Administrator
for the term of this Agreement to be its true and lawful attorney-in-fact, for
the following purposes: (i) to bill patients, insurance companies and other
third-party payors in the Group Practice's name and on

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<PAGE>
its behalf, (ii) to collect accounts receivable resulting from such billing in
the Group Practice's name and on its behalf, (iii) to receive payments on behalf
of the Group Practice from insurance companies, prepayments received from health
care plans, Medicare, Medicaid and all other third party payors; (iv) to take
possession of and endorse in the name of the Group Practice (and/or in the name
of an individual physician), such payments intended for the purpose of payment
of a physician's bill related to the Group Practice, and notes, checks, money
orders, insurance payments and other instruments received in payment of accounts
receivable; and (v) to initiate the institution of legal proceedings in the name
of the Group Practice or a Physician Employee to collect any accounts and monies
owed to the Group Practice or the Physician Employee, to enforce the rights of
the Group Practice or the Physician Employee as creditor under any contract or
in connection with the rendering of any service, and to contest adjustments and
denials by governmental agencies (or their fiscal intermediaries) as third-party
payors. All monies shall be accounted for by Administrator as being distinctly
attributable to the Group Practice. The Group Practice may perform the functions
or exercise the rights set forth in this Section 3.2(b) only with the consent of
Administrator. The Group Practice shall execute a Power of Attorney in form and
substance acceptable to the parties hereto in connection with the rights and
powers granted to Administrator pursuant to this Section 3.2(b). The Group
Practice shall cooperate with and at the request of Administrator shall provide
reasonable assistance to Administrator regarding the functions set forth herein.
In the performance of the services described in the Section 3.2(b),
Administrator shall use commercially reasonable efforts to collect such
professional fees and still comply with all applicable managed care contracts
and all applicable laws, rules and regulations.

(c) Administrator shall supply to the Group Practice the ordinary,
necessary or appropriate services for the efficient operation of the Group
Practice, including without limitation, necessary clerical, accounting,
purchasing, payroll, legal, bookkeeping and computer services, information
management, preparation of Tax Returns, printing, postage and duplication
services and medical transcribing services; provided, however, that the Group
Practice may elect to prepare its own Tax Returns, in which case, the cost of
preparing such Tax Returns in excess of $1,500 per annum shall be included in
Excluded Group Practice Expenses. Administrator shall prepare monthly unaudited
financial statements for the Group Practice containing a balance sheet, income
statement and cash flow statement, which shall be delivered to the Group
Practice as soon as practicable, but not later than thirty (30) days after the
end of each calendar month. The Group Practice may elect, no more than annually,
to have an audit conducted with respect to such financial statements, in which
case the cost of such audit shall be included in Excluded Group Practice
Expenses.

(d) Administrator shall maintain all files and records relating to the
operation of the Group Practice, including, but not limited to, accounting,
billing, collection and customary financial records and patient files. The
management of all files and records shall comply with all applicable federal,
state and local statutes and regulations, and all files and records shall be
located so that they are readily accessible for patient care, consistent with
ordinary records management practices. The Group Practice shall supervise the
preparation of, and direct the contents of, patient medical records, all of
which shall remain confidential. All original patient

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records contributed to the Group Practice by the Group Practice Physician
Stockholders shall be and remain the property of the Group Practice and all
original patient records created after the Acquisition Effective Date by the
Group Practice shall be and remain the property of the Group Practice. At such
time as this Agreement expires or terminates, (i) Administrator will provide the
Group Practice with the original patient records that it owns, if any (or true
and complete copies thereof, if Administrator shall be prevented by any
applicable laws, regulations or accreditation policies from providing the Group
Practice with the original records), of all continuing patients of the Group
Practice, but subject to applicable laws, regulations and accreditation
policies, Administrator shall be permitted to retain true and complete copies of
such records (and shall retain the original records if, for any of the foregoing
reasons, it is prevented from providing them to the Group Practice), and (ii)
subject to applicable laws, regulations and accreditation policies, the Group
Practice will, if requested by Administrator, provide Administrator with true
and complete copies of the original patient records that it owns. Administrator
hereby agrees to preserve the confidentiality of such patient medical records
and to use the information in such records only for the limited purposes
necessary to perform management services, and, within the limits of its
responsibilities hereunder, to ensure that provision is made for appropriate
care for patients of the Group Practice.

(e) Administrator shall take such action in the name of and on behalf of
the Group Practice to collect fees and pay in a timely manner all Group Practice
Expenses, except as otherwise agreed among Administrator and the Group Practice.

(f) Administrator shall, upon the terms and at the times as mutually
agreed by Administrator and the Group Practice (but in no event less frequently
than monthly), distribute the Group Practice Funds to the Group Practice
Accounting Centers, with appropriate adjustments made to reflect any Group
Practice Expenses paid by the Administrator and not reimbursed by Group Practice
or Group Practice Revenues collected or received by the Group Practice and not
remitted to Administrator.

SECTION 3.3 FACILITIES.

(a) PREMISES. Administrator shall make available to the Group Practice
the Premises that are described in Schedule 3.3 attached hereto and such other
real property acquired (with the consent of the Group Practice) and improvements
made by Administrator for the use of the Group Practice hereunder; provided,
that in the event Administrator's rights to use any such Premises shall
terminate, Administrator shall use its best efforts to provide other suitable
Premises to be used by the Group Practice, which Premises shall be approved by
the Group Practice, such approval not to be unreasonably withheld. Administrator
shall obtain for the Group Practice all utilities reasonably required in
connection with the use of the Premises and shall provide for the proper
cleanliness of the Premises, including normal janitorial services and refuse
disposal. Administrator shall maintain the Premises and make all necessary
repairs thereto.

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(b) PERSONAL PROPERTY. Administrator shall provide the Group Practice
with the use of the equipment, furniture, fixtures, furnishings and other
personal property acquired by Administrator in the Acquisitions, together with
such other equipment, furniture, fixtures, furnishings and other personal
property acquired by Administrator for the use of Group Practice pursuant to the
terms hereof (collectively, the "Personal Property"). Administrator shall
maintain the Personal Property and make necessary repairs thereto.

(c) EXPENSES. All costs, fees, expenses and other disbursements incurred
by Administrator or the Group Practice in connection with the Premises and the
Personal Property, including, without limitation, all costs of repairs,
maintenance and improvements, utility expenses (i.e., telephone, electric, gas
and water), janitorial services, refuse disposal, real or personal property
lease cost payments and expenses, interest, principal and other debt service or
refinancing payments and expenses, depreciation, taxes and casualty, liability
and other insurance, shall be included in Group Practice Expenses, provided that
the lesser of depreciation or principal payments for the same assets shall not
both be included in Group Practice Expenses.

(d) DISPOSITION. Nothing herein shall be construed as precluding
Administrator from selling, leasing or otherwise disposing of all or any part of
its real property, improvements, Personal Property, tradenames, trademarks and
other intangible property; provided that any such disposition shall not
eliminate or diminish Administrator's obligations hereunder.

SECTION 3.4 ACQUISITION AND ASSISTANCE. In the event a decision is made
by the Group Practice to employ additional physicians or acquire physician
groups or practices and if requested by the Group Practice, Administrator may,
in its sole discretion, assist the Group Practice in the identification and
selection of physicians or physician groups or practices that may be beneficial
in providing the services and products of the Group Practice. In the event that
a decision is made by the Group Practice to pursue the employment of selected
physicians or the acquisition of a particular physician group or practice,
Administrator may, in its sole discretion, if requested by the Group Practice,
provide recruiting, consulting, negotiating and other services and may provide
for legal, accounting and other professional advisor services in connection with
such transaction. Nothing contained herein shall be construed to require
Administrator to provide any capital, funds or other assistance to the Group
Practice in connection with the employment of physicians or acquisition of
physician groups or practices by the Group Practice.

SECTION 3.5 FINANCIAL PLANNING AND BUDGETING.

(a) Subject to the terms contained herein, Administrator will make funds
available for capital expenditures and improvements by Administrator on behalf
of the Group Practice. Requests for expenditures and improvement projects shall
be prepared by the Joint Planning Board in consultation with the Group Practice
and Administrator. All requests for capital expenditures and improvements at the
Group Practice in excess of $5,000 individually and $20,000 in the aggregate for
any calendar year must be approved by the Board of Directors of Administrator.

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(b) Administrator shall consult with the Group Practice and the Joint
Planning Board, in the preparation of all annual capital and operating budgets.
Combined annual budgets for the Group Practice shall be subject to the review,
amendment and approval or disapproval of the Board of Directors of Administrator
(or a committee designated by such Board of Directors) and the Group Practice.
In the event Administrator and the Group Practice can not reach agreement on
such budgets, the next previously agreed to budgets shall remain in effect with
an adjustment to all items not to exceed three percent (3%).

SECTION 3.6 INVENTORY AND SUPPLIES. Administrator shall order and
purchase inventory and supplies, and such other ordinary, necessary or
appropriate materials which are requested by the Group Practice and which the
Group Practice shall reasonably determine to be necessary in the operation of
the Group Practice. Supplies and inventory to be used directly in patient care
and providing medical services shall be of the type and quality specified by the
Group Practice. Such inventory, supplies and other materials shall be included
in Group Practice Expenses at their cost to Administrator, as the case may be.

SECTION 3.7 MARKETING, ADVERTISING AND PUBLIC RELATIONS. In consultation
with the Joint Planning Board and the Group Practice, Administrator shall
implement (and design where requested) any appropriate local marketing, public
relations or advertising program on behalf of the Group Practice, with
appropriate emphasis on public awareness of the availability of services at the
Group Practice. Prior to publication or distribution of marketing or public
relations material or information, Administrator shall submit such material to
the Group Practice for its review and approval, which approval shall not be
unreasonably withheld. However, if Administrator does not receive a response
from Group Practice regarding a submission of material within ten (10) days of
such submission, Administrator may continue as if it had received approval from
Group Practice. Administrator shall also design and implement all national or
other non-local public relations or advertising programs on behalf of the Group
Practice, the cost of which shall be included in Administrator Expenses, except
to the extent such national programs are reasonably designed to replace or
supplement the marketing benefits derived from local marketing, public relations
or advertising programs, in which case, such costs will be included in Group
Practice Expenses. The parties hereto agree that all public relations and
advertising programs shall be conducted in compliance with applicable standards
of medical ethics, laws and regulations.

SECTION 3.8 PERSONNEL. Except as specifically provided in Section 5(b)
of this Agreement, Administrator shall employ or otherwise retain and shall be
responsible for selecting, hiring, training, supervising, and terminating, all
management, administrative, clerical, secretarial, bookkeeping, accounting,
payroll, billing and collection and other personnel as Administrator deems
reasonably necessary and appropriate for Administrator's performance of its
duties and obligations under this Agreement. Consistent with reasonably prudent
personnel management policies, Administrator shall seek and consider the advice,
input, and requests of the Group Practice in regard to personnel matters.
Administrator shall have sole responsibility for determining the salaries and
providing such fringe benefits, and for withholding, as required by law, any
sums for income tax, unemployment insurance, social security, or any other

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withholding required by applicable law or governmental requirement.
Notwithstanding the foregoing, it is clearly understood that Physicians shall
exercise control over all actions taken by personnel with regard to the
rendering of medical services to the same extent Physicians would exercise such
control if such personnel were directly employed by Physician.

SECTION 3.9 PROVIDER AND PAYOR RELATIONSHIPS. Administrator shall
provide financial and business assistance to the Group Practice in the
negotiation, establishment, supervision and maintenance of contracts and
relationships (collectively, the "Managed Care Contracts") with all managed
care, institutional health care providers and payors, health maintenance
organizations, preferred provider organizations, exclusive provider
organizations, Medicare, Medicaid and other similar persons (collectively,
"Managed Care Payors"). Approval, disapproval, termination or amendment of any
contract or relationship with such Managed Care Payors and the Group Practice
shall be the responsibility of the Group Practice and the Joint Planning Board;
provided, however, that should a contract or relationship between any Managed
Care Payor and the Group Practice involve or affect a contract or relationship
between a Managed Care Payor and Administrator or a person or entity serviced or
managed by Administrator and a consensus among such affected Affiliates and
serviced entities cannot be reached regarding the contract or relationship, then
the ultimate decision as to the approval, disapproval, termination or amendment
of the contract or the relationship between such Affiliates and other affected
or involved serviced clinics and such Managed Care Payor, and such decision
involving the Group Practice and such Managed Care Payor, shall be made by the
Board of Directors of AMP.

SECTION 3.10 QUALITY ASSURANCE. Subject to Article 2, Administrator
shall assist the Group Practice in fulfilling its obligations to its patients to
maintain a high quality of medical and professional services. Any expenses that
are related to the overall maintenance of Administrator's quality assurance
program shall be included in Administrator Expenses; provided, however, that any
expenses related to such program that are incurred for services provided for the
direct benefit of the Group Practice shall be included in Group Practice
Expenses.

SECTION 3.11 OTHER CONSULTING AND ADVISORY SERVICES. Administrator will
provide such consulting and other advisory services as requested by the Group
Practice in all areas of the Group Practice's business functions, including,
without limitation, financial planning, acquisition and expansion strategies,
development of long-term business objectives and other related matters.

SECTION 3.12 EVENTS EXCUSING PERFORMANCE. In the event of strikes,
lock-outs, calamities, acts of God, unavailability of supplies or other events
over which Administrator has no control, Administrator shall not be liable to
the Group Practice for failure to perform any of the material services required
hereunder and the Group Practice shall not have the right to terminate this
Agreement pursuant to Section 10.3(b), for so long as such events continue and
for a reasonable period of time thereafter; provided, however, that if such
events continue and Administrator is not able to perform any of the services
required hereunder for a period of 180 consecutive days

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or more, either Administrator or Group Practice may terminate this Agreement by
written notice to the other.

ARTICLE 4

Obligations of the Group Practice

SECTION 4.1 EMPLOYMENT OF PHYSICIAN EMPLOYEES; DISTRIBUTIONS TO
PHYSICIANS STOCKHOLDERS. The Group Practice shall have complete control of and
responsibility for the hiring, compensation, supervision, training, evaluation
and termination of its Physician Employees, although Administrator and/or the
Joint Planning Board shall consult with the Group Practice with respect to such
matters. The Group Practice shall conduct an appropriate and reasonable due
diligence review in connection with the hiring of any physician or the
acquisition of any physician group or practice and shall compensate such
Physician Employees in amounts not to exceed amounts which are reasonable and
customary for physicians of comparable skills and experience in the community
where the Group Practice is located. Although Administrator may provide payroll
and other related services to the Group Practice, the Group Practice shall be
solely responsible for the payment of Physician Employees' salaries and wages,
payroll taxes and all other taxes now or hereafter applicable to their
employment. Physician Stockholders shall receive distributions in accordance
with their Physician Engagement Agreement. Neither the Group Practice nor its
Physicians shall have any claim under this Agreement or otherwise against
Administrator for workers' compensation, unemployment compensation or Social
Security benefits, all of which shall be the sole responsibility of the Group
Practice. The Group Practice shall only employ or contract with licensed
physicians or other persons meeting applicable credentialing guidelines
established by the Group Practice and approved by the Joint Planning Board. The
Group Practice shall cooperate in the obtaining and retaining of professional
liability insurance by ensuring that all its Physicians and its employees who
may have malpractice exposure or liability, are insurable and by participating
in an ongoing risk management program.

SECTION 4.2 PROFESSIONAL SERVICES. The Group Practice shall provide
professional services to patients in compliance at all times with ethical
standards, laws, rules and regulations applicable to the operations of the Group
Practice and the Physicians. The Group Practice shall ensure that each Physician
has all required licenses, credentials, approvals or other certifications to
perform his or her duties and services for the Group Practice. In the event that
any disciplinary actions or medical malpractice actions are initiated against
any Physician, the Group Practice shall inform Administrator within 24 hours of
such action and the underlying facts and circumstances. The Group Practice shall
carry out a program to monitor the quality of medical care practiced at the
Group Practice. The Group Practice shall employ such Physicians as is necessary
to provide efficient medical care to patients of the Group Practice.

SECTION 4.3 MEDICAL PRACTICES. The Group Practice shall use and occupy
the Premises exclusively for the practice of medicine and for providing other
related services and products. Unless otherwise approved in writing by
Administrator, which approval shall not be

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unreasonably withheld, it is expressly acknowledged by the parties hereto that
the medical practice or practices conducted by the Group Practice shall be
conducted solely by Physicians associated with the Group Practice, and, except
as set forth on Schedule 4.3, no other physician or medical practitioners shall
be permitted to use or occupy the Group Practice. The Group Practice shall be
solely and exclusively in control of all aspects of the practice of medicine and
the delivery of medical services at the Group Practice's Premises and at such
outpatient surgery center, acute care hospitals and other facilities as the
Group Practice may deem appropriate from time to time. The rendition of all
medical professional services, including, but not limited to, diagnosis,
treatment, surgery, therapy, the prescription of medicine and drugs, and the
supervision and preparation of medical reports shall be the sole responsibility
of the Group Practice. Administrator shall have no authority whatsoever with
respect to the establishment of fees or charges for the rendition of such
services. From time to time, the Group Practice in its discretion will adopt and
implement fee schedules for non-prepaid patients which shall be reasonable in
relation to fees generally being obtained in the same or similar market areas
and for all re-billings and recovery items on prepaid Managed Care Contracts
which are authorized and permitted by such contracts, a copy of which and each
amendment thereto shall be provided to Administrator for review no later than
thirty (30) days prior to the proposed effective date thereof.

SECTION 4.4 GROUP PRACTICE'S INTERNAL MATTERS. The Group Practice shall
be responsible for matters involving its corporate governance, employees and
similar internal matters, including, but not limited to, preparation and the
contents of such reports to regulatory authorities governing the Group Practice
as the Group Practice is required by law to provide, distribution of
professional fee income among the Group Practice Physician Stockholders, which
will be included in Excluded Group Practice Expenses; PROVIDED, HOWEVER, that
such compensation shall be consistent with the Physician Engagement Agreements
and Physician Employment Agreements for each Physician. The costs incurred in
connection with the foregoing matters shall be Group Practice Expenses.

SECTION 4.5 GROUP PRACTICE BOARD MEETINGS. Administrator shall have the
right to have a non-voting attendee at all meetings of the Members and the Board
of Managers of the Group Practice, and shall be entitled to reasonable notice of
every such meeting as afforded Members and the Board of Managers.

SECTION 4.6 NAME. Administrator agrees that the Group Practice shall be
entitled to use on a non-exclusive and nontransferable basis at no cost for the
term of this Agreement such of the tradenames, service marks and trade marks of
Administrator at no cost as may be necessary or appropriate in the performance
of the Group Practice's services and obligations hereunder; provided, however,
that the Group Practice enter into such Tradename, Service Mark and Trade Mark
Agreements as Administrator may require.

SECTION 4.7 COMPLIANCE WITH LAWS. The Group Practice shall, and shall
use its best efforts to cause the Physicians to comply with all applicable
federal, state and local laws, rules, regulations and restrictions in the
conduct of the Group Practice's business. Without limiting

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the generality of the foregoing, the Group Practice shall comply, and shall use
its best efforts to cause each Physician Employee to comply with all Medical
Waste Laws applicable to the operation of the Group Practice in the generation,
transportation, treatment, storage, disposal or other handling of Medical Waste
(to the extent that the Group Practice or the Physician Employees engage in such
activities), and the Group Practice shall not, and shall use its best efforts to
forbid any Physician to:

(a) enter into any contract, lease, agreement or arrangement, including,
but not limited to, any joint venture or consulting agreement, to provide
services, lease space, lease equipment or engage in any other venture or
activity with any physician, hospital, pharmacy, home health agency or other
person or entity which is in a position to make or influence referrals to, or
otherwise generate business for the Group Practice, if such transaction is in
violation of any applicable law, rule or regulation;

(b) knowingly and wilfully make or cause to be made a false statement or
representation of a material fact in any application for any benefit or payment;

(c) fail to disclose knowledge by a claimant of the occurrence of any
event affecting the initial or continued right to any benefit or payment on its
behalf or on behalf of another, with intent to fraudulently secure such benefit
or payment;

(d) knowingly and willfully pay, solicit or receive any remuneration
(including any kickback, bribe or rebate), directly or indirectly, overtly or
covertly, in cash or in kind or offer to pay or receive such remuneration (i) in
return for referring an individual to a person for the furnishing or arranging
for the furnishing of any item or service for which payment may be made in whole
or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing,
or ordering, or arranging for or recommending purchasing, leasing, or ordering
any good, facility, service, or item for which payment may be made in whole or
in part by Medicare or Medicaid; and

(e) refer a patient for Designated Health Services to, or provide
Designated Health Services to a patient upon a referral from, an entity or
person with which the physician or an immediate family member has a financial
relationship, other than as permitted by exceptions set forth in Stark.

SECTION 4.8 ANCILLARY OPERATIONS. The Group Practice shall not acquire,
establish or commence the operation of any satellite location, medical office,
ambulatory surgery center, health maintenance organization, preferred provider
organization, exclusive provider organization or similar entity or organization
established or operated by the Group Practice after the date hereof without the
prior written consent of Administrator.

SECTION 4.9 PREMISES AND PERSONAL PROPERTY. The Group Practice shall use
its best efforts to prevent damage, excessive wear and tear, and malfunction or
other breakdown of the Premises and Personal Property or any part thereof by the
Physician Employees. The Group Practice shall promptly inform Administrator in
writing of any and all necessary replacements,

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repairs or maintenance to any of the Premises or Personal Property and any
failures of equipment of which it becomes aware. The Group Practice shall comply
with all of the covenants and provisions set forth in any leases or subleases
for the Premises entered into or assumed by Administrator.

SECTION 4.10 GROUP PRACTICE EMPLOYEE BENEFIT PLANS

(a) Effective on the Acquisition Effective Date, the Group Practice
shall amend the tax-qualified retirement plan(s) described on Schedule 4.10(c)
(the "Group Practice Plan") to provide that employees of the Administrator who
are classified as "leased employees" (as defined in Code Section 414(n)) of the
Group Practice shall be treated as Group Practice employees for purposes of
eligibility and participation in the Group Practice Plan. Not less often than
annually, the Group Practice and the Administrator shall agree upon and identify
in writing those individuals to be classified as leased employees of the Group
Practice (the "designated leased employees"). The Group Practice and the
Administrator shall establish mutually agreeable procedures with respect to the
participation of designated leased employees in the Group Practice Plan. Such
procedures shall be designed to avoid the tax disqualifications of the Group
Practice Plan, similar plans of clinics similarly situated, and any similar plan
sponsored or maintained by the Administrator from time to time (collectively,
the "Plans").

(b) If the Joint Planning Board determines that the relationship between
the Administrator and the Group Practice (and other clinics similarly situated)
constitutes an "affiliated service group" (as defined in Code Section 414(m)),
the Administrator and the Group Practice shall take such actions as may be
necessary to avoid the tax disqualification of the Plans. Such actions may
include the amendment, freeze, termination or merger of the Group Practice Plan.

(c) The Plans described on Schedule 4.10(c) attached hereto are approved
by Administrator. The Group Practice shall not enter into any new "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Security Act
("ERISA") without the express written consent of Administrator. The Group
Practice shall not offer any retirement benefits or make any material retirement
payments other than under the Group Practice Plan to any Group Practice
Physician Employee without the express written consent of Administrator. Except
as otherwise required by law, the Group Practice shall not materially amend,
freeze, terminate or merge the Group Practice Plan without the express written
consent of Administrator. In the event of either of the foregoing, the
Administrator's consent shall not be withheld if such action would not
jeopardize the qualification of any of the Plans. The Group Practice agrees to
make such changes to the Group Practice Plan, including the freezing,
termination, or merger of the Group Practice Plan, as may be approved by the
Joint Planning Board and the Administrator, but only if such changes are
necessary to prevent the disqualification of any of the Plans.

(d) Expenses incurred in connection with the Group Practice Plan or
other Group Practice employee benefit plans, including without limitation the
compensation of counsel, accountants, corporate trustees, and other agents shall
be allocated amongst covered employees and treated as Group Practice Expense,
Ancillary Expense or Excluded Clinic Expense, as applicable.

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(e) The employee benefit plan contribution and administration expenses
for the Physician Employees shall be included in the Group Practice's operating
budget. The Group Practice and the Administrator shall not make employee benefit
plan contributions or payments to the Group Practice for their respective
employees in excess of such budgeted amounts unless required by law or the terms
of the Group Practice Plan. The Administrator shall make contributions or
payments with respect to the Group Practice Plan or other Group Practice
employee benefit plans; (1) as a Group Practice Expense, on behalf of designated
leased employees, and other eligible Group Practice employees; (2) as an
Excluded Group Practice Expense on behalf of Physician Employees; and (3) as an
Ancillary Expense on behalf of all employees designated as performing Ancillary
Services. In the event the Group Practice Plan or other Group Practice employee
benefit is terminated, the Administrator shall be responsible, as a Group
Practice Expense, for any funding liabilities related to designated leased
employees, or other eligible Group Practice employees, excluding any liability
for Physician Stockholder or Physician Employee.

(f) The Administrator shall have the sole and exclusive authority to
adopt, amend, or terminate any employee benefit plan for the benefit of its
employees, regardless of whether such employees are designated leased employees,
unless such actions would require the amendment, freeze or termination of the
Group Practice Plan to avoid disqualification of the Group Practice Plan, in
which case any such action would be subject to the express prior written consent
of the Joint Planning Board. The Administrator shall have the sole and exclusive
authority to appoint the trustee, custodian and administrator of any such plan.

(g) From and after the Acquisition Effective Date, the Group Practice's
employees and designated leased employees shall receive credit for prior service
with the Group Practice's predecessor for vesting and eligibility purposes under
the Group Practice Plan, but only to the extent such service was actually
recognized under the Group Practice Plan immediately prior to the Acquisition
Effective Date.

(h) In the event that any "employee welfare benefit plan" ( as defined
in ERISA Section 3(l)) maintained or sponsored by the Group Practice must be
amended, terminated, modified, or changed as a result of the Group Practice and
Administrator being deemed to be a part of an affiliated service group, the
Joint Planning Board will replace such plan or plans with a plan or plans that
provides those benefits approved by the Joint Planning Board. It shall be the
goal of the Joint Planning Board in such event to provide substantially similar
or comparable benefits if the same can be provided at a substantially similar
cost to the replaced plan.

ARTICLE 5

Joint Planning Board

(a) The parties hereto shall establish a Joint Planning Board which
shall be responsible for developing long-term strategic planning objectives and
management policies for the overall

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operation of the Group Practice and shall facilitate communication and
interaction between Administrator and the Group Practice. The Joint Planning
Board shall consist of six (6) members. Administrator shall designate, in its
sole discretion, three (3) members of the Joint Planning Board. The Group
Practice shall designate, in its sole discretion, three (3) members of the Joint
Planning Board. Actions of the Joint Planning Board must be approved by 2/3rds
of Administrator-designated members AND 2/3rds of Group Practice-designated
members.

(b) The Joint Planning Board shall, in addition to the responsibilities
set forth elsewhere in this Agreement, have the authority to (i) develop and
assist the Group Practice in implementing both long-term strategic objectives
and short-term operating plans, (ii) prepare proposals and make recommendations
to the Board of Directors of AMP regarding significant capital expenditures,
contractual arrangements, capital improvement and expansion projects on behalf
of the Group Practice, (iii) with assistance of Administrator, prepare the
annual capital and operating budgets of the Group Practice, (iv) consider and
make recommendations regarding grievances pertaining to matters not specifically
addressed in this Agreement if such matters are referred to it by the Group
Practice or Administrator, (v) make recommendations to the Group Practice
regarding the performance, number and type of physicians required for the
efficient operation of the Group Practice, and (vi) make decisions and
recommendations regarding the Group Practice Plan. Subject to Sections 3.4 and
4.1, decisions regarding the hiring or firing of physicians shall be made solely
by the Group Practice.

ARTICLE 6

Restrictive Covenants and Liquidated Damages

The parties recognize that the services provided by Administrator
hereunder shall be feasible only if the Group Practice operates an active
medical practice to which the physicians associated with the Group Practice
devote their full business time and attention. Accordingly, the parties hereto
agree as follows:

SECTION 6.1 RESTRICTIVE COVENANTS OF THE GROUP PRACTICE

(a) NONCOMPETITION. During the term of this Agreement and for a period
of one year thereafter, the Group Practice shall not, without the prior written
consent of Administrator, (i) establish, operate or provide physician services
at any medical office, clinic or other health care facility providing services
similar to those provided by the Group Practice, or (ii) engage or participate
in any business which engages in competition with the business conducted by AMP
Group, in either case, anywhere within twenty (20) miles of any location at
which any Physician of the Group Practice has practiced medicine in the last
year. This provision shall not apply to any Physician who leaves the Group
Practice because of death, disability, full-time retirement, termination without
cause or by law. This provision shall not apply to the Group Practice in the
event this Agreement is terminated under Section 10.3, below.

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(b) ACKNOWLEDGMENT OF PROPRIETARY INTEREST. The Group Practice
recognizes the proprietary interest of Administrator in any Confidential and
Proprietary Information (as hereinafter defined). The Group Practice
acknowledges and agrees that any and all Confidential and Proprietary
Information communications, learned of, developed or otherwise acquired by the
Group Practice during the term of this Agreement shall be the property of
Administrator. The Group Practice further acknowledges and understands that its
disclosure of any Confidential and Proprietary Information will result in
irreparable injury and damage to Administrator. As used herein, "Confidential
and Proprietary Information" means all trade secrets and other confidential
and/or proprietary information of Administrator, including information derived
from reports, investigations, research, work in progress, codes, marketing and
sales programs, financial projections, cost summaries, pricing formula,
contracts analyses, financial information, projections, confidential filings
with any state or federal agency, and all other confidential concepts, methods
of doing business, ideas materials or information (other than the Group
Practice's original patient records) prepared or performed for, by or on behalf
of Administrator by its employees, officers, directors, agents, representatives,
or consultants.

(c) COVENANT NOT-TO-DIVULGE CONFIDENTIAL AND PROPRIETARY INFORMATION.
The Group Practice acknowledges and agrees that Administrator is entitled to
prevent the disclosure of Confidential and Proprietary Information. The Group
Practice agrees that at all times during the term of this Agreement and forever
thereafter to hold in strictest confidence and not to disclose to any person,
firm or corporation, other than to Physicians and persons engaged by
Administrator to further the business of the Group Practice, and not to use
except in the pursuit of the business of Administrator, Confidential and
Proprietary Information, without the prior written consent of Administrator,
unless (i) such information becomes known or available to the public generally
through no wrongful act of the Group Practice or its employees, (ii) disclosure
is required by law or the rule, regulation or order of any governmental
authority under color of law, provided, that prior to disclosing any
Confidential and Proprietary Information pursuant to this clause (ii), the Group
Practice shall, if possible, give prior written notice thereof to the
Administrator and provide Administrator with the opportunity to contest such
disclosure, or (iii) the Group Practice reasonably believes that such disclosure
is required in connection with a lawsuit to which the Group Practice is a party.

(d) RETURN OF MATERIALS TO ADMINISTRATOR. In the event of any
termination of this Agreement for any reason whatsoever, or at any time upon the
request of Administrator, the Group Practice will promptly deliver to
Administrator all documents, data and other information in the Group Practice's
possession that contains any Confidential and Proprietary Information. The Group
Practice shall not take or retain any documents or other information, or any
reproduction or excerpt thereof, containing any Confidential and Proprietary
Information, unless otherwise authorized in writing by Administrator.

(e) RETURN OF MATERIALS TO THE GROUP PRACTICE. In the event of any
termination of this Agreement for any reason whatsoever, or at any time upon the
request of the Group Practice, the Administrator will promptly deliver to the
Group Practice all documents, data and other information pertaining to trade
secrets or other confidential and/or proprietary information of

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the Group Practice, unless such documents, data or information is necessary for
Administrator to perform its services hereunder, in which case Administrator
shall be able to retain such data or information and shall furnish copies of
such documents.

SECTION 6.2 RESTRICTIVE COVENANTS AND LIQUIDATED DAMAGES PROVISIONS.
Each Physician Engagement Agreement and each Physician Employment Agreement
contain certain restrictive covenants pertaining to covenants not to compete
with and not to divulge the confidential and proprietary information of
Administrator and the Group Practice ( the "Current Physician Restrictive
Covenants"). Each Physician Engagement Agreement and each Physician Employment
Agreement contain certain provisions pertaining to the payment of liquidated
damages to the Group Practice in certain cases of early termination of such
Physician Engagement Agreement or such Physician Employment Agreement (the
"Liquidated Damages Provisions"). During the term of this Agreement, the Group
Practice shall not amend, alter or otherwise change any term or provision of any
Physician Engagement Agreement or Physician Employment Agreement without the
prior written consent of Administrator. Following termination of this Agreement,
the Group Practice shall not amend, alter or otherwise change any term or
provision of the Restrictive Covenants or Liquidated Damages Provisions ("Future
Physician Restrictive Covenants"), unless such provisions are no longer in force
and effect pursuant to the terms of the applicable Physician Engagement
Agreement or Physician Employment Agreement at the time of termination of this
Agreement.

SECTION 6.3 ENFORCEMENT OF PHYSICIAN AGREEMENTS.

(a) ENFORCEABILITY OF LIQUIDATED DAMAGES PROVISIONS. The Group Practice
hereby acknowledges that the Acquisition Consideration and the terms and
conditions of this Agreement were determined based upon numerous factors,
including the continuity of each Physician's practice and the agreement of
Physicians to remain with the Group Practice pursuant to the terms of the
Physician Engagement Agreement or the Physician Employment Agreements and to
utilize the assets and business overhead required to be provided by
Administrator for a period of five (5) years. Accordingly, in the event that the
Group Practice shall be entitled to any liquidated damages (the "Liquidated
Damages") pursuant to the terms of the Liquidated Damages Provisions, (i) the
Group Practice shall pay to Administrator an amount equal to such Liquidated
Damages on the date such Liquidated Damages are received by the Group Practice
or as otherwise provided in this Section 6.3(a), (ii) at the request of
Administrator, the Group Practice shall assign to Administrator such causes of
action and/or other rights it has in connection with events and actions giving
rise to the Liquidated Damages (the "LD Causes of Action") and shall cooperate
with and provide reasonable assistance to Administrator with respect to the
pursuit of the LD Causes of Action by Administrator, and (iii) at the request of
Administrator, the Group Practice shall seek any and all remedies at law or in
equity that it may have available to it in connection with the LD Causes of
Action. Administrator shall be entitled to receive all Liquidated Damages and/or
other damages or amounts recovered in connection with the LD Causes of Action,
which shall not be included in Group Practice Revenues. The costs and expenses
incurred by the Group Practice or Administrator in connection with pursuing the
LD Causes of Action shall be borne by Administrator and included in
Administrator Expenses. In

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the event that the Group Practice has not initiated proceedings to recover any
Liquidated Damages due and owing to the Group Practice within twenty (20) days
after a request by Administrator, the Group Practice shall, within five (5) days
of a request by Administrator, pay to Administrator an amount equal to such
Liquidated Damages. In no event shall the payment by the Group Practice to
Administrator of Liquidated Damages relieve the Group Practice of its obligation
to assign the LD Causes of Action to Administrator, provided, however, in the
event that the Group Practice pays Liquidated Damages to Administrator pursuant
to the immediately preceding sentence and the Group Practice has assigned the
related LD Causes of Action to Administrator, Administrator shall prosecute such
LD Causes of Action and if Administrator recovers such Liquidated Damages,
Administrator shall reimburse the Group Practice up to the amount paid to
Administrator by the Group Practice out of any Liquidated Damages so recovered.

(b) ENFORCEMENT OF RESTRICTIVE COVENANTS AND OTHER PROVISIONS. The Group
Practice shall enforce the Physician Engagement Agreements and Physician
Employment Agreements, including, without limitation, the Restrictive Covenants.
Subject to Section 6.3(a) and the following sentence, the costs and expenses of
such enforcement shall be included in Group Practice Expenses and all damages
and other amounts recovered thereby shall be included in Group Practice
Revenues. In the event that, after a request by Administrator, the Group
Practice does not pursue any remedy that may be available to it by reason of a
breach or default of the Restrictive Covenants or any other provision of the
Physician Employment Agreements, upon the request of Administrator, the Group
Practice shall assign to Administrator, such causes of action and/or other
rights it has with respect thereto; in which case, all costs and expenses
incurred in connection therewith shall be borne by Administrator and shall be
included in Administrator Expenses, and Administrator shall be entitled to all
damages and other amounts recovered thereby.

SECTION 6.4 REMEDIES. Administrator and the Group Practice acknowledge
and agree that a remedy at law for any breach of the provisions of this Article
6 shall be inadequate, and therefore, either party shall be entitled to specific
performance and injunctive or other equitable relief in the event of any such
breach or attempted breach, in addition to any other rights or remedies
available to either party at law or in equity. Each party hereto waives any
requirement for the securing or posting of any bond in connection with the
obtaining of any such injunctive or other equitable relief. If any provision of
the Restrictive Covenants or this Article 6 relating to the restrictive period,
scope of activity restricted and/or the territory described therein shall be
declared by a court of competent jurisdiction to exceed the maximum time period,
scope of activity restricted or geographical area such court deems reasonable
and enforceable under applicable law, the time period, scope of activity
restricted and/or area of restriction held reasonable and enforceable by the
court shall thereafter be the restrictive period, scope of activity restricted
and/or the territory applicable to such provision of the Restrictive Covenants
or this Article 6. The invalidity or non-enforceability of any provision of the
Restrictive Covenants or this Article 6 in any respect shall not affect the
validity or enforceability of the remainder of the Restrictive Covenants or this
Article 6 or of any other provisions of this Agreement.

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ARTICLE 7

Financial and Security Arrangements

SECTION 7.1 SERVICE FEES. The Group Practice and Administrator agree
that the compensation set forth in this Article 7 is being paid to Administrator
in consideration of the services provided and the substantial commitment and
effort made by Administrator hereunder and any such fees have been negotiated at
arms' length and are fair, reasonable and consistent with fair market value.
Administrator shall be paid the following service fees:

(a) Management of Professional Services: Administrator shall be
reimbursed for the amount of all Group Practice Expenses and Ancillary Expenses
recorded by Administrator pursuant to the terms of this Agreement;

(b) Administrator shall receive as compensation an amount equal to
percent (__%) of Group Practice Revenues, subject to any adjustments
provided for herein (the "Service Fee"); and

(c) Management of Ancillary Services: Administrator shall receive as
additional compensation an amount equal to Ancillary Revenues of the Group
Practice minus Ancillary Expenses of the Group Practice multiplied by
percent (__%).

SECTION 7.2 PAYMENTS. The amounts to be paid to Administrator under this
Article 7 shall be calculated by Administrator applying the accrual basis of
accounting and shall be payable monthly. Payments due for each calendar month
shall be paid on the 15th day following the end of such month (or the first
preceding day that is a business day if the 15th day is not a business day) (a
"Payment Date"). Such amounts paid shall be estimates based upon available
information for such month, adjustments to the estimated payments shall be made
to reconcile final amounts due under Section 7.1 on the next Payment Date.

SECTION 7.3 REPAYMENT. Unless otherwise agreed to by Administrator and
the Group Practice, the Group Practice shall repay Administrator for any amounts
advanced to the Group Practice to fund obligations of the Group Practice as
requested by the Group Practice on the first Payment Date following such
advance. The Group Practice shall repay all indebtedness to Administrator in
connection with funding for capital expenditures or otherwise as agreed between
the Group Practice and Administrator. Any amounts owed to the Administrator by
the Group Practice and/or Physicians shall be subject to offset by Administrator
against amounts otherwise owed to Group Practice and/or Physicians in the event
repayment is not made as agreed.

SECTION 7.4 SECURITY AGREEMENT. In order to enforce its rights granted
hereunder, the Group Practice shall execute a Security Agreement in
substantially the form attached hereto as Exhibit 7.4 (the "Security
Agreement"). In addition, Group Practice shall cooperate with Administrator and
execute all other necessary security documents in connection with the granting
and perfection of such security interest (the "Additional Security Documents")
to Administrator

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or at Administrator's option, its lenders. Specifically, the Security Agreement
and the Additional Security Documents shall grant perfected first lien security
interests in all accounts receivable including Medicare/Medicaid and other
governmental receivables to the fullest extent permitted by law, in a form and
manner satisfactory to Administrator's legal counsel. All collections in respect
of such accounts receivable shall be deposited in a bank account or accounts at
a bank designated by Administrator. To the extent that the Group Practice comes
into possession of any payments in respect of such accounts receivable, the
Group Practice shall promptly remit such payments to Administrator for deposit
in Administrator's bank accounts.

SECTION 7.5 PERFORMANCE INCENTIVE/REDUCTION. It is the intent of the
parties to cause the Service Fee to continue to reflect the fair value of
management services rendered as and if the revenues and profitability of the
Accounting Centers of the Group Practice increase or decrease in relation to the
agreement of the parties. Therefore, if the amount of the Service Fee for any
period of compensation exceeds the amount by which Group Practice Revenues
exceed the sum of Group Practice Expenses and the Compensation of Physician
Shareholders of the Accounting Centers in the Group Practice (as further defined
in the appropriate Physician Engagement Agreements) (the "Adjusted Service Fee")
then the Service Fee shall be decreased by an amount so that such Service Fee
equals the Adjusted Service Fee. If the amount of the Service Fee for any period
of compensation is less than the amount of the Adjusted Service Fee, then the
Service Fee shall be increased by any amount so that such Service Fee equals the
Adjusted Service Fee. Recognizing that certain costs and expenses can vary to a
considerable degree and that reducing such costs and expenses to the extent
practicable is one of the obligations of Administrator herein, the adjustment
should serve to maintain the parties negotiated agreement as to the reasonable
fair market value of the items and services furnished by Administrator pursuant
to this Agreement, considering the nature and volume of the services required
and the risks assumed by Administrator.

ARTICLE 8

Records

All records relating in any way to the operation of the Group Practice
(other than original patient medical records contributed to the Group Practice
by the Group Practice Physician Stockholders and all original patients records
created by the Group Practice after the Acquisition Effective Date) shall,
subject to the obligations of the Group Practice to maintain patient medical
records pursuant to Section 3.2(d), at all times be the property of
Administrator as set forth in Section 3.2(d). During the term of this Agreement,
and for a reasonable time thereafter, the Group Practice or its agents shall
have reasonable access during normal business hours to the Group Practice's and
Administrator's personal and financial records relating to the Group Practice,
including, but not limited to, records of collections, expenses with
disbursements as kept by Administrator in performing Administrator's obligations
under this Agreement, and the Group Practice may copy any or all such records.

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ARTICLE 9

Insurance and Indemnity

SECTION 9.1 INSURANCE TO BE MAINTAINED BY THE GROUP PRACTICE. During the
term of this Agreement, the Group Practice shall maintain comprehensive
professional liability insurance with such carrier as determined jointly by
Administrator and the Group Practice, with limits per claim and per physician to
be agreed upon by Administrator and the Group Practice and a separate limit of
the Group Practice with such deductible as is mutually agreeable by
Administrator and the Group Practice. All malpractice premiums and deductibles
related thereto shall be included in Excluded Group Practice Expenses. All
costs, expenses and liabilities incurred by the Group Practice or Administrator
in excess of the limits of such policies shall also be included in Excluded
Group Practice Expenses.

SECTION 9.2 INSURANCE TO BE MAINTAINED BY ADMINISTRATOR. During the term
of this Agreement, Administrator will use commercially reasonable efforts to
provide and maintain, as a Group Practice Expense, comprehensive professional
liability insurance for all professional employees of Administrator, and
comprehensive general liability and property insurance covering the Group
Practice premises and operations with such limits or coverages as may reasonably
be determined to be appropriate by Administrator; provided that Administrator
must obtain the Group Practice's approval in the event any such limits or
coverages are below the limits and coverages maintained as of the date of this
Agreement.

SECTION 9.3 CONTINUING LIABILITY INSURANCE COVERAGE. The Group Practice
shall obtain or require each of its Physicians to obtain comprehensive liability
insurance coverage under either a "tail policy" or a "prior acts policy" with
the same limits and deductibles as the insurance coverage provided pursuant to
Section 9.1, upon the termination of such physician's relationship with the
Group Practice for any reason. In the event that neither the Group Practice nor
the Physician obtains such comprehensive liability insurance coverage,
Administrator may do so. The cost of such comprehensive liability Insurance
coverage shall be included in Group Practice Expenses unless such cost is borne
by the Physician.

SECTION 9.4 ADDITIONAL INSURED. The Group Practice and Administrator
agree to use their reasonable efforts to have each other named as an additional
insured on the other's respective professional liability insurance programs. The
additional cost, if any, associated therewith shall be a Group Practice Expense.

SECTION 9.5 INDEMNIFICATION. The Group Practice shall indemnify, defend
and hold Administrator, AMP and their respective officers, directors,
shareholders, employees, agents and consultants (other than such persons who are
also officers, directors, shareholders, employees, agents or consultants of the
Group Practice) harmless, from and against any and all liabilities, losses,
damages, claims, causes of action and expenses (including reasonable attorneys'
fees), not covered by insurance (including self-insured insurance and reserves),
whenever arising or incurred, that are caused or asserted to have been caused,
directly or indirectly, by or as a result

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of the performance of medical services or the performance of any intentional
acts, negligent acts or omissions by the Group Practice and/or its shareholders,
employees and/or subcontractors (other than Administrator or its employees)
during the term of this Agreement. Administrator shall indemnify, defend and
hold the Group Practice and its officers, shareholders, directors, employees,
agents and consultants harmless from and against any and all liabilities,
losses, damages, claims, causes of action and expenses (including reasonable
attorneys' fees), not covered by insurance (including self-insured insurance and
reserves), whenever arising or incurred, that are caused or asserted to have
been caused, directly or indirectly, by or as a result of the performance of way
intentional acts, negligent acts or omissions by Administrator and/or its
shareholders, employees and/or subcontractors (other than the Group Practice or
its employees) during the term of this Agreement.

SECTION 9.6 GUARANTY. Administrator hereby guarantees, absolutely and
unconditionally, the prompt performance by Administrator and any of its
Affiliates of all of its obligations due to the Group Practice under this
Agreement.

ARTICLE 10

Term and Termination

SECTION 10.1 TERM OF AGREEMENT. This Agreement shall commence on the
date hereof and shall expire on the 40th anniversary hereof unless earlier
terminated pursuant to the terms of either Section 10.3 or Section 10.4 or
automatically extended pursuant to the terms of Section 10.2

SECTION 10.2 EXTENDED TERM. Unless earlier terminated as provided for in
either Section 10.3 or Section 10.4, the term of this Agreement shall be
automatically extended for additional terms of ten (10) years each, unless
either party delivers to the other party, not less than twelve (12) months nor
earlier than fifteen (15) months prior to the expiration of the preceding term,
written notice of such party's intention not to extend the term of this
Agreement.

SECTION 10.3 TERMINATION BY THE GROUP PRACTICE. The Group Practice may
terminate this Agreement by giving written notice thereof to Administrator
(after the giving of any required notices and the expiration of any applicable
waiting periods set forth below) upon the occurrence of any of the following
events:

(a) Administrator shall admit in writing its inability to generally pay
its debts when due, apply for or consent to the appointment of a receiver,
trustee or liquidator of all or substantially all of its assets, file a petition
in bankruptcy or make an assignment for the benefit of creditors, or upon other
action taken or suffered by Administrator, voluntarily or involuntary, under any
federal or state law for the benefit of creditors, except for the filing of a
petition in involuntary bankruptcy against Administrator which is dismissed
within ninety (90) days thereafter.

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<PAGE>
(b) Administrator shall default in the performance of any material duty
or material obligation imposed upon it by this Agreement and such default shall
continue for a period of ninety (90) days after written notice thereof has been
given to Administrator by the Group Practice, provided that the Group Practice
may terminate this Agreement, if and only if, such termination shall have been
approved by the affirmative vote of the holders of eighty percent (80%) of the
interest of the equity holders of the Group Practice.

SECTION 10.4 TERMINATION BY ADMINISTRATOR. Administrator may terminate
this Agreement by giving written notice thereof to the Group Practice (after the
giving of and required notices and the expiration of any applicable waiting
periods set forth below) upon the occurrence of any of the following events:

(a) The Group Practice shall admit in writing its inability to generally
pay its debts when due, apply for or consent to the appointment of a receiver,
trustee or liquidator of all or substantially all of its assets, file a petition
in bankruptcy or make an assignment for the benefit of creditors, or upon other
action taken or suffered by the Group Practice, voluntarily or involuntarily,
under any federal or state law for the benefit of debtors, except for the filing
of a petition in involuntary bankruptcy against the Group Practice which is
dismissed within ninety (90) days thereafter.

(b) The Group Practice shall default in the performance of any material
duty or material obligation imposed upon it by this Agreement, and such default
shall continue for a period of ninety (90) days after written notice thereof has
been given to the Group Practice by Administrator.

(c) The Group Practice or any Physician (i) engages in any conduct or is
formally accused of conduct for which such Physician's license to practice
medicine reasonably would be expected to be subject to revocation or suspension,
whether or not actually revoked or suspended, or (ii) is otherwise disciplined
by any licensing, regulatory or professional entity or institution, the result
of any of which event described in clause (i) or (ii) does or reasonably would
be expected to materially adversely affect the Group Practice.

SECTION 10.5 EFFECTIVE DATE OF TERMINATION. Any termination of this
Agreement shall be effective (the "Termination Date") as follows:

(a) Immediately upon receipt of a termination notice pursuant to Section
10.3 or Section 10.4 (a "Termination Notice"); or

(b) Upon the expiration of this Agreement pursuant to Section 10.1. and
10.2.

SECTION 10.6 EFFECT UPON TERMINATION. Upon the Termination Date, this
Agreement shall terminate and shall be of no further force and effect; provided,
however:

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(a) Administrator shall use its efforts to cooperate with the Group
Practice for the appropriate transfer of management services. Administrator
shall not object to the employment by the Group Practice of Administrator's
employees performing services solely for the Group Practice and located at the
offices of the Group Practice.

(b) Each party hereto shall provide the other party with reasonable
access to books and records owned by it to permit such requesting party to
satisfy reporting and contractual obligations which may be required of it.

(c) On the Termination Date, the Group Practice shall (i) assign to
Administrator, to the extent permitted by law, all accounts receivable included
in Group Practice Revenues that have not been collected and (ii) pay to
Administrator an amount equal to such accounts receivable (net of any related
allowance for doubtful accounts recorded in accordance with GAAP) that are not
assigned to Administrator by the Group Practice. Any other amounts due and owing
but unpaid to either Administrator or the Group Practice as of the Termination
Date shall be paid promptly by the appropriate party.

(d) Any and all covenants and obligations of either party hereto which
their terms or by reasonable implications are to be performed, in whole or in
part, after the termination of this Agreement, shall survive such termination,
including, without limitation, the obligations of the parties pursuant to the
following Sections: 6.1(b), 6.1(c), 6.1(d), 6.2, 6.3, 9.5, Article 7 and the
applicable provisions of Article 11.

ARTICLE 11

General Provisions

SECTION 11.1 ASSIGNMENT. Administrator shall have the right to assign
its rights hereunder without the consent of the Group Practice to AMP or any
direct or indirect wholly-owned subsidiary of Administrator or AMP (that remains
a wholly-owned subsidiary of Administrator or AMP) so long as such assignment
does not create any material economic obligations hereunder. The Group Practice
hereby agrees that Administrator has the right to grant a security interest in
its right to receive payments hereunder to any lending institution from which
Administrator or AMP obtains financing.

SECTION 11.2 AMENDMENTS. This Agreement shall not be modified or amended
except by a written document executed by both parties to this Agreement, and
such written modification(s) or amendment(s) shall be attached hereto.

SECTION 11.3 WAIVER OF PROVISIONS. Any waiver of any terms and
conditions hereof must be in writing, and signed by the parties hereto. The
waiver of any of the terms and conditions of this Agreement shall not be
construed as a waiver of any other terms and conditions hereof.

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<PAGE>
SECTION 11.4 ADDITIONAL DOCUMENTS. Each of the parties hereto agrees to
execute any document or documents that may be requested from time to time by the
other party to implement or complete such party's obligations pursuant to this
Agreement.

SECTION 11.5 ATTORNEYS' FEES. If legal action is commenced by either
party to enforce or defend its rights under this Agreement, the prevailing party
in such action shall be entitled to recover its costs and reasonable attorneys'
fees in addition to any other relief granted.

SECTION 11.6 CONTRACT MODIFICATIONS FOR PROSPECTIVE LEGAL EVENTS. In the
event any state or federal laws or regulations, now existing or enacted or
promulgated after the date hereof, are interpreted by judicial decisions, a
regulatory agency or legal counsel in such a manner as to indicate that this
Agreement or any provision hereof may be in violation of such laws or
regulations, the Group Practice and Administrator shall amend this Agreement as
necessary to preserve the underlying economic and financial arrangements between
the Group Practice and Administrator and without substantial economic detriment
to either party. To the extent any act or service required of Administrator in
this Agreement should be construed or deemed, by any governmental authority,
agency or court, to constitute the practice of medicine, the performance of said
act or service by Administrator shall be deemed waived and forever unenforceable
and the provisions of this Section 11.6 shall be applicable. Neither party shall
claim or assert illegality as a defense to the enforcement of this Agreement or
any provision hereof, instead, any such purported illegality shall be resolved
pursuant to the terms of this Section 11.6 and Section 11.9.

SECTION 11.7 PARTIES IN INTEREST; NO THIRD PARTY BENEFICIARIES. Except
as otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and permitted assigns of the parties hereto. Neither
this Agreement nor any other agreement contemplated hereby shall be deemed to
confer upon any person not a party hereto or thereto any rights or remedies
hereunder or thereunder.

SECTION 11.8 ENTIRE AGREEMENT. This Agreement and the agreements
contemplated hereby constitute the entire agreement of the parties regarding the
subject matter hereof, and supersede all prior agreements and understandings,
both written and oral, among the parties, or any of them, with respect to the
subject matter hereof.

SECTION 11.9 SEVERABILITY. If any provision of this Agreement is held to
be illegal, invalid or unenforceable under present or future laws effective
during the term hereof, such provision shall be fully severable and this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect and shall not be
effected by the illegal, invalid or unenforceable provision or by its severance
herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as part of this Agreement a
provision as similar in its terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.

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<PAGE>
SECTION 11.10 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULES GOVERNING
CONFLICTS OF LAWS) OF THE STATE OF __________________________.

SECTION 11.11 NO WAIVER; REMEDIES CUMULATIVE. No party hereto shall by
any act (except by written instrument pursuant to Section 11.3 hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
thereunder or to have acquiesced in any default in or breach of any of the terms
and conditions hereof. No failure to exercise, nor any delay in exercising, on
the part of any party hereto, any right, power or privilege hereunder shall
operate as a waiver thereof. No single or partial exercise of any right, power
or privilege hereunder shall preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. No remedy set forth in this
Agreement or otherwise conferred upon or reserved to any party shall be
considered exclusive of any other remedy available to any party, but the same
shall be distinct, separate and cumulative and may be exercised from time to
time as often as occasion may arise or as may be deemed expedient.

SECTION 11.12 ARBITRATION AND MEDIATION. The parties agree to utilize
the following procedure with regard to any contention or claim arising out of or
relating to this Agreement, or any breach thereof (a "Dispute"); provided,
however, that the provisions in this Section 11.12. shall not be applicable to
any LD Cause of Action or other cause of action assigned to Administrator
pursuant to Section 6.3 or any Dispute or cause of action related thereto. If
any Dispute cannot be settled through direct discussions, the parties hereto
agree to endeavor first to resolve the Dispute through mediation in accordance
with Section 11.12(a). If the Dispute cannot be resolved through such mediation,
the parties hereto agree to resolve such Dispute by binding arbitration in
accordance with Section 11.12(b).

(a) Mediation

(i) INITIATION OF PROCEDURE. The initiating party shall give
written notice to the other party, describing the nature of the Dispute
and its claim for relief and identifying one or more individuals with
authority to resolve the Dispute on such party's behalf. The other party
shall have five (5) days from receipt of such notice within which to
designate in writing one or more individuals with authority to resolve
the Dispute on such party's behalf.

(ii) SELECTION OF MEDIATOR. Within ten (10) days from the date
of designation by the noninitiating party, the parties shall make a good
faith effort to select a person to mediate the Dispute. If no mediator
has been selected under this procedure, the parties shall jointly
request the National Health Lawyers Association Alternative Dispute
Resolution Service to provide a list of qualified attorney-mediators.
Within five (5) days of receipt of the list, the parties shall rank the
proposed mediators in numerical order of preference, simultaneously
exchange such list, and select as the mediator the one who has the best

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<PAGE>
combined ranking. If such mediator is not available to serve, they shall
proceed to contact the mediator who was next highest in ranking until
they select a mediator.

(iii) TIME AND PLACE FOR MEDITATION; PARTIES REPRESENTED. In
consultation with the mediator selected, the parties shall promptly
designate a mutually convenient time in Houston, Texas for the
mediation, such time to be no later than twenty (20) days after
selection of the mediator. In the mediation, each party shall be
represented by persons with authority and discretion to negotiate a
resolution of the Dispute, and may be represented by counsel.

(iv) CONDUCT OF MEDIATION. The mediator shall determine the
format for the meetings and the mediation sessions shall be private. The
mediator will keep confidential all information learned in private
causes with any party unless specifically authorized by such party to
make disclosure of the information to the other party. The parties agree
that the mediation shall be governed by the provisions of Chapter 154 of
the Tex. Civ. Prac. & Rem. Code and such other rules as the mediator
shall reasonably prescribe.

(v) FEES OF MEDIATOR; DISQUALIFICATION. The fees and expenses of
the mediator shall be shared equally by the parties. The mediator shall
be disqualified as a witness, consultant, expert or counsel for any
party with respect to the Dispute and any related matters.

(vi) CONFIDENTIALITY. Mediation is a compromise negotiation for
purposes of federal and state Rules of Evidence that constitutes
privileged communication under Texas law. The entire mediation process
is confidential, and such conduct, statements, promises, offers, views
and opinions shall not be discoverable or admissible in any proceeding
for any purpose.

(b) BINDING ARBITRATION

(i) Following the close of any unsuccessful mediation proceeding
with respect to a Dispute, such Dispute shall, at the written request of
either party, be finally determined and settled pursuant to arbitration
in Houston, Texas by three arbitrators, one to be appointed by
Administrator, one by the Group Practice, and a neutral arbitrator to be
appointed by such two party-appointed arbitrators, The neutral
arbitrator shall be an attorney and act as chairman. Should either party
fail to appoint an arbitrator as hereinabove contemplated within five
(5) days after the party not requesting arbitration has received such
written request, or the two arbitrators appointed by or on behalf of the
parties as contemplated in this Section 11.12(b) fail to appoint a
neutral arbitrator as hereinabove contemplated within five (5) days
after the date of the appointment of the last arbitrator appointed by or
on behalf of the parties, then the National Health Lawyers Alternative
Dispute Resolution Service, upon application of Administrator or of the
Group Practice, shall appoint an arbitrator to fill such position with
the same force and effect as though such arbitrator had been appointed
as hereinabove contemplated.

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(ii) The arbitration proceeding shall commence within thirty
(30) days of the initial written request for arbitration and be
conducted in accordance with The Alternative Dispute Resolution Rules of
the National Health Lawyers Association. A determination, award or other
action shall be considered the valid action of the arbitrators if
supported by the affirmative vote of two or three of the three
arbitrators. The costs of arbitration (exclusive of attending the
arbitration, and of the fees and expenses of legal counsel to such
party, all of which shall be borne by such party) shall be shared
equally by Administrator and the Group Practice. The arbitration award
shall be final and conclusive and shall receive full faith and credit
and judgment upon such award may be entered and enforced in any court of
competent jurisdiction.

SECTION 11.13 COMMUNICATIONS. The Group Practice and the Administrator
agree that good communication between the parties is essential to the successful
performance of this Agreement, and each pledges to communicate fully and clearly
with the other on matters relating to the successful operation of the Group
Practice.

SECTION 11.14 CAPTIONS. The captions in this Agreement are for
convenience of reference only and shall not limit or otherwise affect any of the
terms or provisions hereof.

SECTION 11.15 GENDER AND NUMBER. When the context requires, the gender
of all words used herein shall include the masculine, feminine and neuter and
the number of all words shall include the singular and plural.

SECTION 11.16 REFERENCE TO AGREEMENT. Use of the words "herein",
"hereof', "hereto" and the like in this Agreement shall be construed as
references to this Agreement as a whole and not to any particular Article,
Section or provision of this Agreement, unless otherwise noted.

SECTION 11.17 NOTICE. Whenever this Agreement requires or permits any
notice, request, or demand from one party to another, the notice, request, or
demand must be in writing to be effective and shall be deemed to be delivered
and received (i) if personally delivered or if delivered by telex, telegram,
facsimile or courier service, when actually received by the party to whom notice
is sent or (ii) if delivered by mail (whether actually received or not), at the
close of business on the third business day next following the day when placed
in the mail, postage prepaid, certified or registered, addressed to the
appropriate party of parties, at the address of such party set forth below (or
at such other address as such party may designate by written notice to all other
parties in accordance herewith):

If to Administrator: American Medical Providers, Inc.
3555 Timmons Lane, Suite 1550
Houston, Texas 77027
Attn: Mr. Jack N. McCrary

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With a copy to: Baker & Hostetler, LLP
1000 Louisiana, Suite 2000
Houston, Texas 77002
Attn: Ivan Wood, Esq.

If to the Group Practice: _______________________________
_______________________________
_______________________________

with a copy to: _______________________________
_______________________________
_______________________________

SECTION 11.18 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.

SECTION 11.19 DEFINED TERMS. Terms used in the Exhibits attached hereto
with their initial letter capitalized and not otherwise defined therein shall
have the meanings assigned to such terms in this Agreement.

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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

GROUP PRACTICE:

________________________________

By: ____________________________
Name: __________________________
Title: _________________________

ADMINISTRATOR:

AMERICAN MEDICAL PROVIDERS, INC.

By: ____________________________
Name: __________________________
Title: _________________________

EXHIBIT 10.6
FORM OF
PHYSICIAN EMPLOYMENT AGREEMENT

THIS PHYSICIAN EMPLOYMENT AGREEMENT (the "AGREEMENT"), is made and
entered into this _____ day of ____________________, 199__, by and between
____________________________ , D.P.M. (hereinafter "PHYSICIAN EMPLOYEE"), whose
mailing address is and whose facsimile telephone number is , and
___________________________; a [State] [professional limited liability company]
(hereinafter the "GROUP PRACTICE") having its principal office at
___________________________ and whose facsimile telephone number is
___________________ and American Medical Providers, Inc., a Delaware
corporation, or one of its affiliates, successors or assigns (hereinafter
"ADMINISTRATOR") as a designated third party beneficiary hereof whose mailing
address ____________ and whose facsimile telephone number is _______________.

W I T N E S S E T H:

This Agreement is made and entered into under the following
circumstances:

(1) Whereas the Group Practice is engaged in the business of owning and
operating a medical practice; and

(2) Whereas the Group Practice desires, on the terms and conditions
stated herein, to employ the Physician Employee as a clinic physician
specializing in podiatric medicine and all related medical fields to the fullest
extent permitted by Physician Employee's license;

(3) Whereas the Physician Employee desires, on the terms and conditions
stated herein, to be employed by the Group Practice; and

(4) Whereas Group Practice and Administrator have entered into a
Management Services Agreement as of , 1997 attached hereto as Exhibit A (the
"MANAGEMENT SERVICES AGREEMENT"), and capitalized terms used herein but not
defined shall have the meanings ascribed to those terms in the Management
Services Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, and of the
promises, covenants, terms and conditions contained herein, the parties hereto
agree as follows:

1. EMPLOYMENT AND TERM. The Group Practice hereby employs Physician
Employee, and Physician Employee hereby accepts employment with the Group
Practice commencing ______________________ (hereinafter the "EFFECTIVE DATE")
and continuing for a period of __________ (___) years and unless cancelled in
accordance with the terms of this Agreement continuing for successive _______
(___) year renewal periods thereafter (hereinafter the "TERM OF EMPLOYMENT").
The Term of Employment shall automatically renew unless either party gives
written notice of intent not to renew not less than two (2) months prior to the
applicable renewal
<PAGE>
date (the ____________ anniversary of the Effective Date and each anniversary
date thereafter). The Term of Employment provided for in this Section 1 shall be
subject to earlier termination as provided for elsewhere in this Agreement.

The parties agree that with respect to the initial renewal of the Term
of Employment, either party may initiate renewal discussions and negotiations at
any time after the end of the 27th month of the Term of Employment and the
parties will agree to mutually schedule an initial negotiating meeting prior to
the 30th month of the Term of Employment and to proceed with negotiations in an
expeditious manner until the end of the 36th month or until notice of intent not
to renew is given by either party.

2. DUTIES AND QUALIFICATIONS. Physician Employee shall provide medical
services to patients at the Group Practice's office or offices located at as
listed on SCHEDULE A, or such other locations in the county or counties listed
on SCHEDULE A (the "COUNTY") or surrounding area as requested by Group Practice
and automatically agreed to by Physician Employee, in accordance with the laws
of the state listed on SCHEDULE A (the "STATE") and the principles of medical
ethics of the American Podiatric Medical Association.

During the Term of Employment, Physician Employee will practice medicine
only as an employee of the Group Practice, will practice medicine on a full-time
basis and will perform such other duties as are reasonably assigned to Physician
Employee from time to time by the Group Practice. Such duties shall include,
without limitation:

a. Physician Employee shall devote Physician Employee's full
professional time, attention, and energies to rendering professional services at
the Facility and at such other places in the County and its surrounding areas as
may be designated from time to time by Group Practice and to performing
administrative duties related to such professional practice;

b. Physician Employee shall provide "on duty" and "on call"
services on an equal rotating basis with other physician employees of Group
Practice, and shall provide "on call" services at those hospitals and other
facilities that are designated from time to time in Group Practice's business
plan or as otherwise agreed to by Physician Employee;

c. Physician Employee agrees to keep and maintain (or cause to be
kept and maintained) on a timely basis appropriate records relating to all
professional services rendered by Physician Employee hereunder and to attend to
all billing reports, claims, and correspondence required in connection with
Physician Employee's services rendered under this Agreement;

d. Physician Employee shall notify Group Practice immediately,
but in no event later than twenty-four (24) hours after receipt by Physician
Employee of any notice, claim or petition that might be covered under any
medical professional liability insurance covering Physician Employee or, in any
event, that might claim damages in excess of five percent (5%) of Physician
Employee's net worth.

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<PAGE>
e. Physician Employee agrees to promote, to the extent permitted
by law and the applicable canons of professional ethics and applicable parts of
this Agreement, the professional practice of Group Practice;

f. Physician Employee will, to a reasonable extent, attend
professional conventions and post-graduate seminars and participate in
professional societies in conjunction with the covenants and agreements
contained herein, and will do all things reasonably desirable to maintain and
improve Physician Employee's professional skills;

g. Physician Employee shall be and remain duly licensed by the
State to practice medicine without restriction and shall comply with and be
controlled and governed by, and otherwise perform services hereunder in
accordance with, applicable law and the ethics and standards of care of the
medical community or communities in which Physician Employee shall from time to
time provide services; and

h. For the purpose of permitting the Group Practice and/or its
management services provider to purchase key man life insurance covering
Physician Employee and naming Group Practice and/or its management services
provider as exclusive beneficiaries, Physician Employee agrees to any action
reasonably required to obtain such insurance, including submitting to a physical
examination if required by any carrier proposing to provide such insurance.

i. Physician Employee shall at all times comply with the policies
and procedures adopted by the Group Practice from time to time, and shall
perform such other duties as Group Practice and Physician Employee may from time
to time mutually agree, which agreement shall not be unreasonably withheld.

j. Nothing herein shall authorize Group Practice to impose duties
or constraints of any kind which would require Physician Employee to infringe
the ethics of the medical profession or violate any local ordinance or other
law. Further, Physician Employee shall be permitted to invest Physician
Employee's personal assets and manage Physician Employee's personal investment
portfolio in such a form and manner as will not require any professional or
business services on Physician Employee's part to any third party, or conflict
with the provisions of Sections 15, 16 or 17 of this Agreement.

3. PROFESSIONAL JUDGMENT. Physician Employee will be free to exercise
Physician Employee's own judgment regarding the treatment of any particular
patient. Physician Employee, however, agrees to observe and comply with the
rules, regulations, policies and procedures of Group Practice as adopted from
time to time by the Group Practice.

4. STATUS OF PHYSICIAN EMPLOYEE. The parties expressly acknowledge that
Physician Employee, in the performance of services hereunder, is an employee of
Group Practice. Accordingly, Group Practice shall deduct from all compensation
paid to Physician Employee

3
<PAGE>
pursuant to this Agreement any sums required to be deducted by law or any other
requirement of any governmental body.

5. PROFESSIONAL FEES. Physician Employee acknowledges that Group
Practice shall be entitled to all fees generated by Physician Employee pursuant
to professional services rendered by Physician Employee, and all such fees shall
be and remain the property of Group Practice. Physician Employee expressly and
irrevocably transfers, assigns, and otherwise conveys to Group Practice all
right, title, and interest of Physician Employee in and to any fees, whether in
cash, goods, or other items of value, resulting from or incident to Physician
Employee's practice of medicine pursuant to this Agreement during the term
hereof and hereby appoints Group Practice as attorney-in-fact for collection of
same or otherwise enforcing Physician Employee's interests therein.

6. OUTSIDE PROFESSIONAL ACTIVITIES. Any fees or other honoraria received
by Physician Employee for speaking engagements or other outside professional
activities shall be the property of Group Practice, unless specifically excluded
on SCHEDULE A attached hereto or otherwise agreed to in writing.

7. SALARY. Physician Employee shall receive an annual salary of ($ .00)
payable in twelve (12) monthly installments.

[OPTIONAL 8. ANCILLARY PROFITS. During each year of the Term of Employment,
Physician Employee may receive a distribution of the profit from Ancillary
Services offered by the Group Practice, the frequency and amount of which shall
be determined in the sole discretion of the Group Practice.]

9. VACATION/PERSONAL TIME. Physician Employee shall be entitled to paid
leave for vacation, illness, disability, holiday and educational purposes as
provided on the attached SCHEDULE B. Physician Employee shall not be entitled to
any additional absences for any reason unless the Group Practice specifically
approves additional leave in writing. Unused holidays and days of vacation may
not be carried over from one fiscal year to another, and additional income will
not be given for vacation time or holidays not taken during any year. Group
Practice and Physician Employee shall mutually agree on the scheduling of
Physician Employee's vacation, holiday and leave time, and all vacation, holiday
and leave time shall be subject to Physician Employee's obligation to make
arrangements with Group Practice's other professional employees for on-call
coverage.

10. BENEFITS. In addition to any other rights Physician Employee may
have hereunder, Group Practice shall provide to Physician Employee, as an
Excluded Group Practice Expense, the benefits listed on the attached SCHEDULE B.

11. PROFESSIONAL MEETINGS AND CONTINUING MEDICAL EDUCATION. Physician
Employee shall be able to attend professional meetings and continuing medical
education conferences as

4
<PAGE>
provided on SCHEDULE B, but the cost of such meetings or conferences shall be
Exchuded Group Practice Expense.

12. PROFESSIONAL LIABILITY INSURANCE.

a. MINIMUM POLICY. Group Practice shall, at Physician Employee's
expense, at all times during the Term of Employment, maintain and keep in force
professional liability insurance "claims made" policies of standard form in the
State providing coverage for Physician Employee, Group Practice and
Administrator (if possible) with limits of not less than Two Hundred Thousand
Dollars ($200,000.00) per occurrence, and not less than Six Hundred Thousand
Dollars ($600,000.00) in the aggregate or such higher amount as may be deemed
reasonable and/or necessary for each single year. The policy shall be placed
with insurance companies authorized and licensed to issue such policies in the
State with an "A" or higher A.M. Best Rating and reasonably acceptable to Group
Practice, and shall name Physician Employee, Group Practice and Administrator
(if possible) as insured parties. Physician Employee shall cooperate fully with
Group Practice and such insurance companies in order to obtain such professional
liability insurance policy.

b. TAIL COVERAGE. Upon termination of Physician Employee's
employment with Group Practice for any reason other than death, disability or
retirement at age 65 or older, Physician Employee shall obtain at Physician
Employee's expense an extended reporting period or "tail" professional liability
insurance policy in an amount of not less than Two Hundred Thousand Dollars
($200,000.00) per occurrence and Six Hundred Thousand Dollars ($600,000.00) in
the aggregate or such higher amount as may be deemed reasonable and/or necessary
for not less than 5 years, such tail coverage policy to provide coverage of
Physician Employee, Group Practice and Administrator (if possible) for all
occurrences and events during Physician Employee's employment with Group
Practice.

c. INDEMNIFICATION. Physician Employee hereby agrees to defend,
indemnify and hold Group Practice harmless from and against any loss, claim,
suit, expense or obligation arising out of or resulting from Physician
Employee's actual or alleged malpractice in the performance of medical services
pursuant to this Agreement.

d. LOSS OF PROFESSIONAL LIABILITY INSURANCE. Group Practice may
immediately suspend Physician Employee from practice under this Agreement if,
due to any act or omission of Physician Employee, medical professional liability
insurance as specified in (a) above cannot be obtained for Physician Employee or
if Physician Employee's medical professional liability insurance is cancelled,
suspended, revoked or terminated, and Physician Employee shall not be reinstated
or permitted to practice at Group Practice's business until such time as the
medical professional liability insurance for Physician Employee is reinstated to
the satisfaction of Group Practice. Physician Employee will notify Group
Practice immediately, but in no event later than twenty-four (24) hours after
receipt by Physician Employee of any notice or information that

5
<PAGE>
Physician Employee's professional liability insurance has been or may be
cancelled, terminated, revoked or suspended.

13. TERMINATION. Notwithstanding any other provisions of this Agreement,
the Term of Employment shall terminate upon:

a. the death of Physician Employee; or,

b. upon Physician Employee's "disability" (for purposes of this
Agreement, the term "disability" shall mean the inability of Physician Employee,
arising out of any medically determinable physical or mental impairment, to
perform the services required of him hereunder for a period of sixty (60)
consecutive days during which sixty (60) day period Physician Employee's
compensation hereunder shall continue); or,

c. at Group Practice's option, immediately upon the existence of
"cause." For purposes of this Agreement, the term "cause" shall be defined as:

(1) failure of Physician Employee to perform the duties
required of him in this Agreement in a manner satisfactory to Group
Practice, in Group Practice's sole discretion; provided, however, that
the Term of Employment shall not be terminated pursuant to this
subparagraph (1) unless Group Practice first gives Physician Employee a
written notice ("Notice of Deficiency"). The Notice of Deficiency shall
specify the deficiencies in Physician Employee's performance of his
duties. Physician Employee shall have a period of thirty (30) days,
commencing on receipt of the Notice of Deficiency, in which to cure the
deficiencies contained in the Notice of Deficiency. In the event
Physician Employee does not cure the deficiencies to the satisfaction of
Group Practice, in its sole discretion, within such thirty (30) day
period, the Group Practice shall have the right to immediately terminate
the Term of Employment and this Agreement. The provisions of this
subparagraph (1) may be invoked by Group Practice any number of times
and cure of deficiencies contained in any Notice of Deficiency shall not
be construed as a waiver of this subparagraph (1) nor prevent the Group
Practice from issuing any subsequent Notices of Deficiency;

(2) any dishonesty by Physician Employee in his dealings
with the Group Practice, the commission of fraud by Physician Employee,
or negligence in the performance of the duties of Physician Employee,
all as determined by the Group Practice in accordance with adopted
procedures;

(3) the arrest or conviction (or plea of guilty or nolo
contendere) of Physician Employee of any felony or other crime involving
dishonesty or moral turpitude;

(4) any violation of any covenant or restriction contained
in Section 16 or Section 17 hereof;

6
<PAGE>
(5) unlawful use of narcotics or other controlled
substances, or use of alcohol or other drugs in a manner the Group
Practice determines to be adverse to the best interests of the Group
Practice;

(6) failure of Physician Employee to maintain Physician
Employee's license and authorization to practice as a physician in the
State;

(7) failure of Physician Employee to (a) obtain within two
(2) years of the Effective Date, and/or (b) maintain Physician
Employee's status as Board certified in podiatric medicine by a
certifying organization acceptable to Group Practice;

(8) if, due to any act or omission of Physician Employee,
the medical professional liability insurance required by Section 12(a)
of this Agreement cannot be obtained or maintained at standard cost, or
if, due to any act or omission of Physician Employee, such medical
professional liability insurance is cancelled, terminated or revoked.

For all purposes of this Agreement, termination for "cause" shall be
deemed to have occurred in the event of Physician Employee's resignation when,
because of existing facts and circumstances, subsequent termination for "cause"
can reasonably be foreseen.

Except as otherwise provided in this Agreement, in the event of
termination of this Agreement pursuant to this Section 13, Physician Employee or
Physician Employee's estate, as appropriate, shall be entitled to receive (in
addition to any fringe benefits payable upon death in the case of Physician
Employee's death) the compensation provided for in Section 7 hereof (prorated on
a daily basis) and any Ancillary Profits provided for in Section 8 hereof
(determined as provided in Section 8), up to and including the effective date of
termination. However, Group Practice reserves the right of setoff for any
damages resulting from the termination or for any amounts owed by Physician
Employee to Group Practice.

14. EFFECTS OF TERMINATION. In the event of termination of this
Agreement, neither party shall have any further obligations hereunder except for
(i) obligations accruing prior to the date of termination and (ii) obligations,
promises or covenants contained herein which are expressly made to extend beyond
the term of this Agreement, including, without limitation, confidentiality of
information, indemnities and Physician Employee's covenants not to compete and
to pay damages (which covenants and agreements shall survive the termination or
expiration of this Agreement). No compensation shall be payable to Physician
Employee following the effective date of Physician Employee's termination of
employment. The termination of this Agreement, for whatever reason, shall not
extinguish those obligations of Physician Employee specified in Sections 18 and
19 hereof, nor shall the same extinguish the right of either party to bring an
action, either in law or in equity, for breach of this Agreement by the other
party.

15. TRANSITION FOLLOWING NOTICE OF TERMINATION. Following any notice of
termination of employment hereunder, whether given by Group Practice or
Physician Employee, Physician

7
<PAGE>
Employee will fully cooperate with Group Practice in all matters relating to the
winding up of Physician Employee's pending work on behalf of Group Practice and
the orderly transfer of such work to the other professional employees of Group
Practice. On or after the giving of notice of termination hereunder and during
any notice period, Group Practice will be entitled to such full-time or
part-time services of Physician Employee as Group Practice may reasonably
require, and Group Practice will specifically have the right to terminate the
active services of Physician Employee at the time such notice is given and to
pay to Physician Employee the compensation due to him under this Agreement for
the duration of the notice period.

16. NON-COMPETITION. During the Term of Employment and for a continuous
period of one (1) year thereafter commencing upon expiration or termination of
the Term of Employment, regardless of any termination pursuant to Section 13 or
any voluntary termination or resignation by Physician Employee, Physician
Employee shall not without the written consent of Group Practice, individually
or jointly with others, directly or indirectly, whether for his own account or
for that of any other person or entity, own or hold any ownership or voting
interest in any person or entity engaged in a business the same as or similar to
any business of the Group Practice, or in a business which competes in any
manner whatsoever with the business of Group Practice or Group Practice's
facility (other than Business Interests as disclosed on SCHEDULE A and any
ownership interest in the Administrator) and which is located or intended to be
located anywhere within a radius of twenty (20) miles of any office of Group
Practice designated by Group Practice or at which Physician Employee has
practiced medicine in the last year; and Physician Employee shall not act as an
officer, director, employee, partner, independent contractor, consultant,
principal, agent, proprietor, or in any other capacity for, nor lend any
assistance (financial, managerial, professional or otherwise) or cooperation to,
nor perform any services for, any such person or entity engaged in a business
the same as or similar to any business of the Group Practice, or in a business
which competes in any manner whatsoever with the business of Group Practice or
Group Practice's facility (other than Business Interests as disclosed on
SCHEDULE A and any ownership interest in the Administrator).

17. NON-DISCLOSURE; NON-SOLICITATION. Except in the performance of his
duties hereunder, at no time during the Term of Employment or at any time
thereafter shall Physician Employee, individually or jointly with others, for
the benefit of Physician Employee or any third party, publish, disclose, use or
authorize anyone else to publish, disclose or use, any secret or confidential
material or information relating to any aspect of the business or operations of
the Group Practice or any information regarding the business methods, business
policies, procedures, techniques, or trade secrets, or other knowledge or
processes of or developed by Group Practice (and/or any other Physician Employee
or agent of Group Practice), any affiliate of the Group Practice, any entity in
which the Group Practice has an interest, including, without limitation, any
secret or confidential information relating to the business, customers,
financial position, trade or industrial practices, trade secrets, technology or
know-how of the Group Practice. Moreover, during the Term of Employment,
Physician Employee shall not act as an officer, director, employee, partner,
independent contractor, consultant, principal, agent, proprietor, owner or part
owner of, or in any other capacity for, nor lend any assistance (financial,
managerial or otherwise) or cooperation to, any person or entity (other than
Group

8
<PAGE>
Practice or the Administrator) which employs any person or hires or contracts
with, as a consultant or other independent agent or independent contractor, any
person or entity (other than Physician Employee) who was employed by or acted as
an agent for, consultant to, or independent contractor of the Group Practice,
any affiliate of the Group Practice, or any entity in which the Group Practice
has an interest, at any time during the Term of Employment, nor shall Physician
Employee employ any such person or induce or attempt to influence any such
person to terminate employment with Group Practice.

18. REASONABLENESS OF RESTRICTIONS; REFORMATION; ENFORCEMENT. The
parties hereto recognize and acknowledge that the geographical and time
limitations contained in Sections 16 and 17 hereof (hereinafter the "RESTRICTIVE
COVENANTS") are reasonable and properly required for the adequate protection of
the Group Practice's interest. Physician Employee acknowledges that the Group
Practice will provide to Physician Employee confidential information concerning
the Group Practice's business methods and operating practices in reliance on the
covenants contained in the Restrictive Covenants. It is agreed by the parties
hereto that if any portion of the restrictions contained in the Restrictive
Covenants are held to be unreasonable, arbitrary or against public policy, then
the restrictions shall be considered divisible, both as to the time and to the
geographical area, with each month of the specified period being deemed a
separate period of time and each radius mile of the restricted territory being
deemed a separate geographical area, so that the lesser period of time or
geographical area shall remain effective so long as the same is not
unreasonable, arbitrary or against public policy. The parties hereto agree that
in the event any court of competent jurisdiction determines the specified period
or the specified geographical area of the restricted territory to be
unreasonable, arbitrary or against public policy, a lesser time period or
geographical area which is determined to be reasonable, nonarbitrary and not
against public policy may be enforced against Physician Employee. If Physician
Employee shall violate any of the covenants contained herein and if any court
action is instituted by the Group Practice to prevent or enjoin such violation,
then the period of time during which the Physician Employee's business
activities shall be restricted, as provided in this Agreement, shall be
lengthened by a period of time equal to the period between the date of the
Physician Employee's breach of the terms or covenants contained in this
Agreement and the date on which the decree of the court disposing of the issues
upon the merits shall become final and not subject to further appeal.

19. NO REMEDY AT LAW. With respect to the covenants and agreements of
Physician Employee set forth in the Restrictive Covenants, the parties agree
that a violation of such covenants and agreements will cause irreparable injury
to Group Practice for which Group Practice will not have an adequate remedy at
law, and that Group Practice shall be entitled, in addition to any other rights
and remedies it may have, at law or in equity, to obtain an injunction to
restrain Physician Employee from violating, or continuing to violate, such
covenants and agreements. In the event Group Practice does apply for such an
injunction, Physician Employee shall not raise as a defense thereto that the
Group Practice has an adequate remedy at law.

20. LIQUIDATED DAMAGES. The parties agree that in the event of
termination of this Agreement by Physician Employee other than at the expiration
of the Term of Employment or

9
<PAGE>
as a result of the violation of the terms of this Agreement by Physician
Employee, the direct costs and damages to Group Practice, though substantial,
would be difficult to precisely determine. Therefore, the parties agree that in
the event of such termination, Physician Employee shall pay to Group Practice,
not as a penalty, but as the parties' reasonable estimate of the direct costs
and other direct damages resulting to Group Practice in connection with such
termination, liquidated damages in an amount equal to the twelve (12) months of
Group Practice expenses attributable to Physician Employee next preceding the
termination of this Agreement, which amount is the best estimate of the expenses
to continue to be incurred while Physician Employee is fully replaced. Such
damages shall be payable on demand by Group Practice. Physician Employee and
Group Practice agree that the damages provided for herein are not the full
measure of damages that could be incurred by the Group Practice as a result of
Physician Employee's breach of the terms of this Agreement and nothing contained
in this Section 20 shall prevent Group Practice from seeking injunctive relief
to enforce the terms of this Agreement.

21. BILLING SERVICES. Group Practice shall have sole responsibility and
authority for preparation of billings for, and collection of income generated
from, Physician Employee's practice of medicine and the operation of the
Facility and, pursuant to this Agreement, the delegated authority to request,
demand, collect, receive and provide receipts for all income on behalf of
Physician Employee including any payment or reimbursement from governmental
agencies and insurance carriers on account of medical services provided to
patients of the Facility. Upon notification by Group Practice, Physician
Employee will utilize the Group Practice's provider numbers to bill on behalf of
Physician Employee for payment and reimbursement from governmental agencies and
insurance carriers. All funds collected from operation of the Facility and from
Physician Employee's practice of medicine hereunder shall be the sole property
of Group Practice and shall be deposited into Group Practice's account and Group
Practice shall have sole authority to make disbursements therefrom, including
refunds and repayment of payments received in error.

22. REPRESENTATIONS OF PHYSICIAN EMPLOYEE. Physician Employee hereby
makes the following representations to Group Practice, each of which is material
and is being relied on by Group Practice and shall be true as of the date hereof
and throughout the Term of Employment:

a. PHYSICIAN EMPLOYEE QUALIFICATIONS. Physician Employee is, and
will continue to be, duly licensed to practice medicine in the State, is Board
certified in podiatric medicine or if not currently certified then will obtain
such certification within two (2) years of the Effective Date, agrees to
participate and does participate in a continuing medical education program, and
agrees to obtain and maintain an American Podiatric Medical Association C.M.E.
certificate or its equivalent.

b. FACTUAL INFORMATION. Any and all factual information furnished
by Physician Employee to Group Practice is true and accurate in every material
respect as of the date on which such information was furnished.

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<PAGE>
c. PROFESSIONAL CONDUCT. Physician Employee has and will continue
to conduct his professional activities in accordance and compliance with any and
all laws, regulations and ethical and professional standards applicable thereto.

d. AUTHORITY. Physician Employee has full power and authority to
enter into this Agreement and perform all obligations hereunder. The execution
and performance of this Agreement by Physician Employee will not constitute a
breach or violation of any covenant, agreement or contract to which Physician
Employee is a party or by which Physician Employee is bound.

e. NO CONFLICT. Physician Employee represents, warrants and
covenants that during the term of this Agreement and any extensions thereof,
Physician Employee will not enter into any understanding, agreement or contract
or engage in any conduct that would conflict with or be in violation of the
Management Services Agreement dated between Group Practice and Administrator or
this Agreement, or that would be to the detriment of the Group Practice, and
will sign an annual no conflict statement to that effect. Physician Employee
will inform the Group Practice if he or she is in violation of this Section
22(e) at any time and will respond to reasonable inquiry by the Group Practice
as to such Physician Employee's compliance hereunder.

23. PRIOR ACTS AND OMISSIONS OF PHYSICIAN EMPLOYEE. Physician Employee
represents and warrants to Group Practice that, as of the Effective Date, there
is no pending or threatened litigation or proceeding against Physician Employee
relating to Physician Employee's practice of medicine except as listed on the
attached SCHEDULE C. Group Practice shall not, and this Agreement is not
intended to and shall not be construed in any way as to cause Group Practice to,
assume any liabilities of Physician Employee for the acts or omissions of
Physician Employee relating to periods prior to the Effective Date, and
Physician Employee shall indemnify and hold Group Practice harmless from and
against any liability in respect thereof.

24. PATIENT RECORDS, BOOKS, OFFICE EQUIPMENT, ETC.

a. PATIENT RECORDS. As between the Physician Employee and the
Group Practice, all patient records shall at all times be and remain Group
Practice's property and all possessory rights to the patient records shall
remain with the Group Practice and Physician Employee shall have no such
possessory rights to patient records except as required by law and further;
provided, however, that upon termination of this Agreement, Group Practice shall
provide Physician Employee, at Physician Employee's expense, access to and
copies of such records relating to medical services performed at Group
Practice's business by Physician Employee during the term hereof, if so
requested by the patient or if required by Physician Employee in defense of any
professional liability claim.

b. EQUIPMENT AND SUPPLIES. Group Practice shall provide for
Physician Employee's use of all professional instruments, books, office
equipment and other property reasonably necessary, in Group Practice's
discretion, for Physician Employee's practice of

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<PAGE>
medicine under this Agreement. All instruments, equipment, furniture,
furnishings, supplies, samples, forms, charts, logs, brochures, patient records,
policies and procedures, contracts and any other property, materials or
information furnished by Group Practice are and shall remain the sole property
of Group Practice. Upon termination of this Agreement, Physician Employee shall
return all such property to Group Practice. The use of any equipment not
provided by the Group Practice will be subject to the approval of the Group
Practice.

25. ASSIGNABILITY. This Agreement and the rights and duties created
hereunder shall not be assignable or delegable by Physician Employee. Group
Practice may, at Group Practice's option and without consent of Physician
Employee, assign its rights and duties hereunder to any successor entity or
transferee of Group Practice's assets.

26. NOTICES. All notices or other communications provided for herein to
be given or sent to a party by the other party shall be deemed validly given or
sent if in writing and mailed, postage prepaid, by registered or certified
United States mail or hand delivered or sent by facsimile, addressed to the
parties at their addresses hereinabove set forth. Any party may give notice to
the other parties at any time, by the method specified above, of a change in the
address at which, or the person to whom, notice is to be addressed.

27. SEVERABILITY. Each section, subsection and lesser section of this
Agreement constitutes a separate and distinct undertaking, covenant or provision
hereof. In the event that any provision of this Agreement shall be determined to
be invalid or unenforceable, such provision shall be deemed limited by
construction in scope and effect to the minimum extent necessary to render the
same valid and enforceable, and, in the event such a limiting construction is
impossible, such invalid or unenforceable provision shall be deemed severed from
this Agreement, but every other provision of this Agreement shall remain in full
force and effect.

28. WAIVER. The failure of a party to enforce any term, provision or
condition of this Agreement at any time or times shall not be deemed a waiver of
that term, provision or condition for the future, nor shall any specific waiver
of a term, provision or condition at one time be deemed a waiver of such term,
provision or condition for any future time or times.

29. PARTIES. This Agreement shall be binding upon, and shall inure to
the benefit of, the parties hereto and their heirs, personal representatives,
legal representatives, and proper successors and assigns, as the case may be.

30. GOVERNING LAW. The validity, interpretation and performance of this
Agreement shall be governed by the laws of the State, without giving effect to
the principles of comity or conflicts of laws thereof. Each party hereto agrees
to submit to the personal jurisdiction and venue of the state and federal courts
having jurisdiction over the County and the State, for a resolution of all
disputes arising in connection with the interpretation, construction, and
enforcement of this Agreement, and hereby waives the claim or defense therein
that such courts constitute an inconvenient forum.

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<PAGE>
31. CAPTIONS. The captions of this Agreement have been assigned thereto
for convenience only, and shall not be construed to limit, define or modify the
substantive terms hereof.

32. ENTIRE AGREEMENT; COUNTERPARTS. This Agreement constitutes the
entire agreement between the parties hereto concerning the subject matter
hereof, and supersedes all prior agreements, memoranda, correspondence,
conversations and negotiations. This Agreement may be executed in several
counterparts that together shall constitute but one and the same Agreement.

33. COSTS OF ENFORCEMENT. In the event it is necessary for any party to
retain the services of an attorney or to initiate legal proceedings to enforce
the terms of this Agreement, the prevailing party shall be entitled to recover
from the non-prevailing party, in addition to all other remedies, all costs of
such enforcement, including reasonable attorneys' fees and costs and including
trial and appellate proceedings.

34. GENDER, ETC. Words used herein, regardless of the number and gender
specifically used, shall be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine or neuter, as the
context indicates is appropriate.

35. THIRD-PARTY BENEFICIARY. The parties acknowledge and agree that
Administrator has entered into a Management Services Agreement with the Group
Practice in the form attached as SCHEDULE B and that Physician Employee and
Administrator, together with certain other parties, have entered into a Business
Purchase Agreement, with Group Practice in reliance on or in expectation of the
covenants of Physician Employee contained in Sections 16 and 17 hereof.
Physician Employee acknowledges and agrees that Administrator has entered into
the Business Purchase Agreement, purchased assets and incurred expenses in order
to fulfill its obligations pursuant to the Management Services Agreement, and
otherwise detrimentally relied upon Physician Employee's agreement to perform
his obligations pursuant to terms of this Agreement, and that the
Administrator's agreement to pay the consideration described in the Business
Purchase Agreement was made in reliance on Physician Employee's commitment to
provide services as an employee of the Group Practice pursuant to terms of this
Agreement for the Term of Employment. Accordingly, Group Practice and Physician
Employee agree that Administrator is a specific intended third-party beneficiary
of such covenants, who shall be independently entitled to the benefit thereof
and shall have an independent right to enforce same. In addition, Group Practice
and Physician Employee covenant and agree for the benefit of Administrator that
this Agreement shall not be terminated, modified or amended nor any of the Group
Practice's rights hereunder waived without the prior written consent of
Administrator.

Physician Employee acknowledges and agrees that in the event of
termination of this Agreement, and in connection with any violation of this
Agreement on the part of Physician Employee, Group Practice may, upon request of
Administrator, assign any cause of action and/or rights that it may have
hereunder to the Administrator, including Group Practice's rights, if any, to
recover liquidated damages from Physician Employee.

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<PAGE>
IN WITNESS WHEREOF, the undersigned have hereunto set their hands on the
date first written above.

PHYSICIAN EMPLOYEE:

____________________________

GROUP PRACTICE:

_____________________, [State]
[professional limited liability company]

By: ___________________________________
_________________, President

ACKNOWLEDGED:

AMERICAN MEDICAL PROVIDERS, INC.,
a Delaware corporation

By: __________________________________
Printed Name: __________________________________
Title: __________________________________

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<PAGE>
EXHIBIT A

MANAGEMENT SERVICES AGREEMENT

Exhibit A - 1
<PAGE>
SCHEDULE A

A. State _____________________________________

B. County(ies) _____________________________________

C. Office Location(s) _____________________________________
_____________________________________
_____________________________________

D. List of Outside _____________________________________
Professional Activities _____________________________________
_____________________________________

E. List of Business _____________________________________
Interests _____________________________________
_____________________________________

A - 1
<PAGE>
SCHEDULE B

A. Vacation/Personal Time ______ weeks/year

B. Benefits

Retirement Plan $ ____________________

Stock Purchase Plan $ ____________________

Insurance - Life $ ____________________

Insurance - Health $ ____________________

Insurance - Disability $ ____________________

C. Professional Meetings/ ______ weeks/year
Continuing Medical Education

B - 1
<PAGE>
SCHEDULE C

PENDING LITIGATION

[NONE]

C - 1

EXHIBIT 10.7
FORM OF
PHYSICIAN ENGAGEMENT AGREEMENT

THIS PHYSICIAN ENGAGEMENT AGREEMENT (the "AGREEMENT"), is made and
entered into this _____ day of ____________________, 1997, by and between ______
___________, D.P.M. (hereinafter "PHYSICIAN STOCKHOLDER"), whose mailing address
is ; _________________________, a Texas professional limited liability company
(hereinafter the "GROUP PRACTICE") having its principal office at
___________________________________, and American Medical Providers, Inc., a
Delaware corporation, or one of its affiliates, successors or assigns
(hereinafter "ADMINISTRATOR") as a designated third party beneficiary hereof
whose mailing address is 3555 Timmons Lane, Suite 1550, Houston, Texas 77027.

W I T N E S S E T H:

This Agreement is made and entered into under the following
circumstances:

(1) Whereas the Group Practice is engaged in the business of owning and
operating a medical practice; and

(2) Whereas the Group Practice desires, on the terms and conditions
stated herein, to engage the Physician Stockholder as a clinic physician
specializing in podiatric medicine and all related medical fields to the fullest
extent permitted by Physician Stockholder's license; and

(3) Whereas the Physician Stockholder desires, on the terms and
conditions stated herein, to participate in the Group Practice; and

(4) Whereas Group Practice and Administrator have entered into a
Management Services Agreement, attached hereto as Exhibit A (the "Management
Services Agreement"); and capitalized terms used herein but not defined shall
have the meanings ascribed to those terms in the Management Services Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, and of the
promises, covenants, terms and conditions contained herein, the parties hereto
agree as follows:

1. MEMBERSHIP TERM. The Group Practice hereby engages Physician
Stockholder, and Physician Stockholder hereby accepts the engagement with the
Group Practice commencing ____________________ (hereinafter the "EFFECTIVE
DATE") and continuing for a period of five (5) years and unless cancelled in
accordance with the terms of this Agreement continuing for successive two (2)
year renewal periods thereafter (hereinafter the "TERM OF ENGAGEMENT"). The Term
of Engagement shall automatically renew unless either party gives written notice
of intent not to renew not less than two (2) years prior to the applicable
renewal date (the fifth anniversary of the Effective Date and each odd year
anniversary date thereafter). The Term of Engagement provided for in this
Section 1 shall be subject to earlier termination as provided for elsewhere in
this Agreement.
<PAGE>
The parties agree that with respect to the initial renewal of the Term
of Engagement, either party may initiate renewal discussions and negotiations at
any time after the end of the 27th month of the Term of Engagement and the
parties will agree to mutually schedule an initial negotiating meeting prior to
the 30th month of the Term of Engagement and to proceed with negotiations in an
expeditious manner until the end of the 36th month or until notice of intent not
to renew is given by either party.

2. DUTIES AND QUALIFICATIONS. Physician Stockholder shall provide
medical services to patients at the Group Practice's office or offices located
at as listed on SCHEDULE A, or such other locations in the county or counties
listed on SCHEDULE A (the "COUNTY") or surrounding area as requested by Group
Practice and agreed to by Physician Stockholder, in accordance with the laws of
the state listed on SCHEDULE A (the "State") and the principles of medical
ethics of the American Podiatric Medical Association.

During the Term of Engagement, Physician Stockholder will practice
medicine only as a participant in the Group Practice, will practice medicine on
a full-time basis and will perform such other duties as are reasonably assigned
to and accepted by Physician Stockholder from time to time by the Group
Practice. Such duties shall include, without limitation:

a. Physician Stockholder is, and will continue to be, duly
licensed to practice medicine in the State, is Board certified in podiatric
medicine or if not currently certified then will obtain such certification
within two (2) years of the Effective Date, agrees to participate and does
participate in a continuing medical education program, and agrees to obtain and
maintain an American Podiatric Medical Association C.M.E. certificate or its
equivalent.

b. Physician Stockholder shall devote Physician Stockholder's
full professional time, attention, and energies to rendering professional
services at the Premises and at such other places in the County and its
surrounding areas as may be designated from time to time by Group Practice and
consented to by Physician Stockholder and to performing administrative duties
related to such professional practice;

c. Physician Stockholder shall provide "on duty" and "on call"
services on an equal rotating basis with other physician members of Group
Practice, and shall provide "on call" services at those hospitals and other
facilities that are designated from time to time in Group Practice's business
plan and as agreed to by Physician Stockholder;

d. Physician Stockholder agrees to keep and maintain (or cause to
be kept and maintained) on a timely basis appropriate records relating to all
professional services rendered by Physician Stockholder hereunder and to attend
to all billing reports, claims, and correspondence required in connection with
Physician Stockholder's services rendered under this Agreement;

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e. Physician Stockholder shall notify Group Practice immediately,
but in no event later than one business day after receipt by Physician
Stockholder of any notice, claim or petition that might be covered under any
medical professional liability insurance covering Physician Stockholder or, in
any event, that might claim damages in excess of five percent (5%) of Physician
Stockholder's net worth.

f. Physician Stockholder agrees to promote, to the extent
permitted by law and the applicable canons of professional ethics and applicable
parts of this Agreement, the professional practice of Group Practice;

g. Physician Stockholder will, to a reasonable extent, attend
professional conventions and post-graduate seminars and participate in
professional societies in conjunction with the covenants and agreements
contained herein, and will do all things reasonably desirable to maintain and
improve Physician Stockholder's professional skills;

h. Physician Stockholder shall be and remain duly licensed by the
State(s) to practice medicine without restriction and shall comply with and be
controlled and governed by, and otherwise perform services hereunder in
accordance with, applicable law and the ethics and standards of care of the
medical community or communities in which Physician Stockholder shall from time
to time provide services; and

i. For the purpose of permitting the Group Practice and/or its
management services provider to purchase key man life insurance covering
Physician Stockholder and naming Group Practice and/or its management services
provider as exclusive beneficiaries, Physician Stockholder agrees to any action
reasonably required to obtain such insurance, including submitting to a physical
examination if required by any carrier proposing to provide such insurance.

j. Physician Stockholder shall at all times comply with the
reasonable and necessary policies and procedures adopted by the Group Practice
from time to time, and shall perform such other duties as Group Practice and
Physician Stockholder may from time to time mutually agree, which agreement
shall not be unreasonably withheld.

k. Nothing herein shall authorize Group Practice to impose duties
or constraints of any kind which would require Physician Stockholder to infringe
the ethics of the medical profession or violate any local ordinance or other
law. Further, Physician Stockholder shall be permitted to invest Physician
Stockholder's personal assets and manage Physician Stockholder's personal
investment portfolio in such a form and manner as will not require any
professional or business services on Physician Stockholder's part to any third
party, or conflict with the provisions of Sections 17, 18 or 19 of this
Agreement.

l. Physician Stockholder has full power and authority to enter
into this Agreement and perform all obligations hereunder. The execution and
performance of this Agreement by Physician Stockholder will not constitute a
breach or violation of any covenant,

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<PAGE>
agreement or contract to which Physician Stockholder is a party or by which
Physician Stockholder is bound.

3. PROFESSIONAL JUDGMENT. Physician Stockholder will be free to exercise
Physician Stockholder's own judgment regarding the treatment of any particular
patient. Physician Stockholder, however, agrees to observe and comply with the
rules, regulations, policies and procedures of Group Practice as adopted from
time to time by the Group Practice.

4. TAX STATUS OF PHYSICIAN STOCKHOLDER. The parties expressly
acknowledge that Physician Stockholder, in the performance of services
hereunder, is a Member of the Group Practice which is taxed as a partnership for
federal income and employment tax purposes. Physician Stockholder has received a
copy of the Professional Limited Liability Company Regulations of the Group
Practice and understands his or her share of the income taxes of the Group
Practice.

5. PROFESSIONAL FEES. Physician Stockholder acknowledges that Group
Practice shall be entitled to all fees generated by Physician Stockholder
pursuant to professional services rendered by Physician Stockholder, and all
such fees shall be and remain the property of Group Practice. Physician
Stockholder expressly and irrevocably transfers, assigns, and otherwise conveys
to Group Practice all right, title, and interest of Physician Stockholder in and
to any fees, whether in cash, goods, or other items of value, resulting from or
incident to Physician Stockholder's practice of medicine pursuant to this
Agreement during the term hereof and hereby appoints Group Practice as
attorney-in-fact for collection of same or otherwise enforcing Physician
Stockholder's interests therein.

6. OUTSIDE PROFESSIONAL ACTIVITIES. Any fees or other honoraria received
by Physician Stockholder for speaking engagements or other outside professional
activities shall be the property of Group Practice, unless specifically excluded
on SCHEDULE A attached hereto or otherwise agreed to in writing.

7. ACCOUNTING CENTER. Physician Stockholder's services, and the services
of such other physicians as may be agreed to by Physician Stockholder, shall
become the basis for an accounting center within the Group Practice (the
"Accounting Center"). Earnings Before Taxes for the Accounting Center and the
physicians to be included therein shall be calculated according to Schedule C,
attached hereto and the Management Services Agreement. Physician Stockholder
agrees to fully participate in the preparation of annual plans and budgets.

8. COMPENSATION. Physician Stockholder's compensation shall be based
upon Net Earnings Before Taxes of the Accounting Center calculated according to
Schedule C, multiplied by __%. Physician Stockholder shall receive actual
compensation according to this share of Net Earnings Before Taxes of the
Accounting Center as divided among all physicians related to the Accounting
Center according to Schedule D attached hereto (individually, his or her
"Compensation"). Such Compensation will be payable in the form of an estimated
monthly draw, payable on the 15th day of each calendar month, adjusted quarterly
by an estimated

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distribution or assessment and yearly by a final distribution or assessment made
after the Group Practice has filed its annual tax return.

9. OPTIONAL DISTRIBUTIONS; LOANS TO PHYSICIAN STOCKHOLDER.
Notwithstanding Section 8 above, in the first year of this Agreement the actual
distributions to Physician Stockholder shall be subject to adjustment as
follows:

a. If Physician Stockholder has so indicated on SCHEDULE D, he or
she will receive an Advance on the first monthly draw as a loan payable in
accordance with this Section 9.

b. Physician Stockholder shall have the option to receive
additional distributions during each month of the first three months of the
first year of this Agreement in the amount of the difference between the actual
compensation under Section 8 and ninety percent (90%) of 1/12th of the actual
distributions received by Physician Stockholders during the twelve (12) months
immediately preceding the commencement of this Agreement and reflected on
SCHEDULE D.

c. Physician Stockholder shall have the option to receive
additional distributions during each month of the second three months of the
first year of this Agreement in the amount of the difference between the actual
compensation under Section 8 and eighty percent (80%) of 1/12th of the actual
distributions received by Physician Stockholder during the twelve (12) months
immediately preceding the commencement of this Agreement and reflected on
SCHEDULE D.

All such distributions in excess of Physician Stockholders actual Compensation
under Section 8 above shall be a loan to Physician Stockholder, repayable to the
Group Practice as of the second anniversary of this Agreement in twenty-four
(24) monthly installments, plus interest at an annual percentage rate equal to
the prime rate as published in The Wall Street Journal on the date of said loan,
to be withheld on a prorated basis from the monthly draw.

10. ANCILLARY PROFITS. During each year of the Term of Engagement,
Physician Stockholder may receive a monthly distribution of the profit or loss
from Ancillary Services offered by the Group Practice and related to the
Accounting Center, the frequency and amount of which shall be determined in the
sole discretion of the Group Practice.

11. VACATION/PERSONAL TIME. Physician Stockholder shall be entitled to
leave for vacation, illness, disability, holiday and educational purposes as
provided on the attached SCHEDULE B. Physician Stockholder shall not be entitled
to any additional absences for any reason unless the Group Practice specifically
approves additional leave in writing. Unused holidays and days of vacation may
not be carried over from one fiscal year to another. Group Practice and
Physician Stockholder shall mutually agree on the scheduling of Physician
Stockholder's vacation, holiday and leave time, and all vacation, holiday and
leave time shall

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<PAGE>
be subject to Physician Stockholder's obligation to make arrangements with Group
Practice's other professional employees for on-call coverage.

12. BENEFITS. In addition to any other rights Physician Stockholder may
have hereunder, Group Practice shall provide to Physician Stockholder, as an
Excluded Group Practice Expense, the benefits listed on the attached SCHEDULE B.
Additionally, key man life insurance may be maintained on Physician Stockholder
but the cost of such insurance shall be a Group Practice Expense.

13. PROFESSIONAL MEETINGS AND CONTINUING MEDICAL EDUCATION. Physician
Stockholder shall be able to attend professional meetings and continuing medical
education conferences as provided on SCHEDULE B, but the cost of such meetings
or conferences shall be an Excluded Group Practice Expense.

14. PROFESSIONAL LIABILITY INSURANCE.

a. MINIMUM POLICY. Group Practice shall, at Physician
Stockholder's expense, at all times during the Term of Engagement, maintain and
keep in force professional liability insurance "claims made" (or occurrence)
policies of standard form in the State providing coverage for Physician
Stockholder, Group Practice and Administrator (if possible) with limits of not
less than Two Hundred Thousand Dollars ($200,000.00) per occurrence, and not
less than Six Hundred Thousand Dollars ($600,000.00) in the aggregate, or such
higher amount as may be deemed reasonable and/or necessary for each single year.
The policy shall be placed with insurance companies authorized and licensed to
issue such policies in the State with an "A" or higher A.M. Best Rating and
reasonably acceptable to Group Practice, and shall name Physician Stockholder,
Group Practice and Administrator (if possible) as insured parties. Physician
Stockholder shall cooperate fully with Group Practice and such insurance
companies in order to obtain such professional liability insurance policy.

b. TAIL COVERAGE. Upon termination of Physician Stockholder's
engagement with Group Practice for any reason, other than death, disability,
termination without cause or retirement at age 65 or older, Physician
Stockholder shall obtain at Physician Stockholder's expense an extended
reporting period or "tail" professional liability insurance policy in an amount
of not less than Two Hundred Thousand Dollars ($200,000.00) per occurrence and
Six Hundred Thousand Dollars ($600,000.00) in the aggregate, or such higher
amount as may be deemed reasonable and/or necessary for not less than 5 years,
such tail coverage policy to provide coverage of Physician Stockholder, Group
Practice and Administrator (if possible) for all occurrences and events during
Physician Stockholder's engagement with Group Practice.

c. INDEMNIFICATION. Physician Stockholder hereby agrees to
defend, indemnify and hold Group Practice harmless from and against any loss,
claim, suit, expense or obligation arising out of or resulting from Physician
Stockholder's actual or alleged malpractice in the performance of medical
services pursuant to this Agreement.

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<PAGE>
d. LOSS OF PROFESSIONAL LIABILITY INSURANCE. Group Practice may
immediately suspend Physician Stockholder from practice under this Agreement if,
due to any act or omission of Physician Stockholder, medical professional
liability insurance as specified in (a) above cannot be obtained for Physician
Stockholder or if Physician Stockholder's medical professional liability
insurance is cancelled, suspended, revoked or terminated, and Physician
Stockholder shall not be reinstated or permitted to practice at Group Practice's
business until such time as the medical professional liability insurance for
Physician Stockholder is reinstated to the satisfaction of Group Practice.
Physician Stockholder will notify Group Practice, immediately, but in no event
later than twenty-four (24) hours after receipt by Physician Stockholder of any
notice or information that Physician Stockholder's professional liability
insurance has been or may be cancelled, terminated, revoked or suspended.

15. TERMINATION. Notwithstanding any other provisions of this Agreement,
the Term of Engagement shall terminate upon:

a. the death of Physician Stockholder; or,

b. upon Physician Stockholder's "disability" (for purposes of
this Agreement, the term "disability" shall mean the inability of Physician
Stockholder, arising out of any medically determinable physical or mental
impairment, to perform the services required of him hereunder for a period of
sixty (60) consecutive days during which sixty (60) day period Physician
Stockholder's compensation hereunder shall continue); or,

c. at Group Practice's option, immediately upon the existence of
"cause." For purposes of this Agreement, the term "cause" shall be defined as:

(1) failure of Physician Stockholder to perform the duties
required of him in this Agreement in a manner reasonably satisfactory to
Group Practice, in Group Practice's sole discretion upon a vote of not
less than 2/3 of the Board of Managers of the Group Practice; provided,
however, that the Term of Engagement shall not be terminated pursuant to
this subparagraph (1) unless Group Practice first gives Physician
Stockholder a written notice ("Notice of Deficiency"). The Notice of
Deficiency shall specify the deficiencies in Physician Stockholder's
performance of his duties. Physician Stockholder shall have a period of
thirty (30) days, commencing on receipt of the Notice of Deficiency, in
which to cure the deficiencies contained in the Notice of Deficiency. In
the event Physician Stockholder does not cure the deficiencies to the
satisfaction of Group Practice, in its sole discretion, within such
thirty (30) day period, the Group Practice shall have the right to
immediately terminate the Term of Engagement and this Agreement. The
provisions of this subparagraph (1) may be invoked by Group Practice any
number of times and the cure of deficiencies contained in any Notice of
Deficiency shall not be construed as a waiver of this subparagraph (1)
nor prevent the Group Practice from issuing any subsequent Notices of
Deficiency;

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<PAGE>
(2) any material dishonesty by Physician Stockholder in
his dealings with the Group Practice, the commission of fraud by
Physician Stockholder, or gross negligence in the performance of the
medical duties of Physician Stockholder, all as determined by the Group
Practice in accordance with adopted procedures;

(3) the conviction (or plea of guilty or nolo contendere)
of Physician Stockholder of any felony or other crime involving moral
turpitude;

(4) any violation of any covenant or restriction contained
in Section 18 or Section 19 hereof;

(5) unlawful use of narcotics or other controlled
substances, or use of alcohol or other drugs in a manner the Group
Practice determines to be adverse to the best interests of the Group
Practice;

(6) failure of Physician Stockholder to maintain Physician
Stockholder's license and authorization to practice as a physician in
the State;

(7) failure of Physician Stockholder to (a) obtain within
two (2) years of the Effective Date, and/or (b) maintain Physician
Stockholder's status as Board certified in podiatric medicine by a
certifying organization acceptable to the Group Practice;

(8) if, due to any act or omission of Physician
Stockholder, the medical professional liability insurance required by
Section 14(a) of this Agreement cannot be obtained by Group Practice, or
if, due to any act or omission of Physician Stockholder, such medical
professional liability insurance is cancelled, terminated or revoked and
cannot be replaced within 60 days.

For all purposes of this Agreement, termination for "cause" shall be
deemed to have occurred in the event of Physician Stockholder's resignation
when, because of existing facts and circumstances, subsequent termination for
"cause" can reasonably be foreseen.

Except as otherwise provided in this Agreement, in the event of
termination of this Agreement pursuant to this Section 15, Physician Stockholder
or Physician Stockholder's estate, as appropriate, shall be entitled to receive
(in addition to any benefits payable upon death in the case of Physician
Stockholder's death) the compensation provided for in Section 8 hereof (prorated
on a daily basis) and any Ancillary Profits provided for in Section 10 hereof
(determined as provided in Section 10), up to and including the effective date
of termination. However, Group Practice reserves the right of setoff for any
damages resulting from the termination or for any amounts owed by Physician
Stockholder to Group Practice.

16. EFFECTS OF TERMINATION. In the event of termination of this
Agreement, neither party shall have any further obligations hereunder except for
(i) obligations accruing prior to the date of termination and (ii) obligations,
promises or covenants contained herein which are

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<PAGE>
expressly made to extend beyond the term of this Agreement as provided herein,
including, without limitation, confidentiality of information, indemnities and
Physician Stockholder's covenants not to compete and to pay damages (which
covenants and agreements shall survive the termination or expiration of this
Agreement). No compensation shall be payable to Physician Stockholder following
the effective date of the termination of Physician Stockholder's Term of
Engagement. The termination of this Agreement, for whatever reason, shall not
extinguish those obligations of Physician Stockholder specified in Sections 18
and 19 hereof, nor shall the same extinguish the right of either party to bring
an action, either in law or in equity, for breach of this Agreement by the other
party.

17. TRANSITION FOLLOWING NOTICE OF TERMINATION. Following any notice of
termination of Physician Stockholder's Term of Engagement hereunder, whether
given by Group Practice or Physician Stockholder, Physician Stockholder will
fully cooperate with Group Practice in all matters relating to the winding up of
Physician Stockholder's pending work on behalf of Group Practice and the orderly
transfer of such work to the other professional employees of Group Practice. On
or after the giving of notice of termination hereunder and during any notice
period, Group Practice will be entitled to such full-time or part-time services
of Physician Stockholder as Group Practice may reasonably require.

18. NON-COMPETITION. During the Term of Engagement and for a continuous
period of one (1) year thereafter commencing upon expiration or termination of
the Term of Engagement, regardless of any termination pursuant to Section 15 or
any voluntary termination or resignation by Physician Stockholder, except for
death, disability, full-time retirement, termination without cause or by law,
Physician Stockholder shall not without the written consent of Group Practice,
individually or jointly with others, directly or indirectly, whether for his own
account or for that of any other person or entity, own or hold any ownership or
voting interest in any person or entity engaged in a business the same as or
similar to any business of the Group Practice, or in a business which competes
in any manner whatsoever with the business of Group Practice or Group Practice's
facility (other than Business Interests as disclosed on SCHEDULE A and any
ownership interest in the Administrator) and which is located or intended to be
located anywhere within a radius of twenty (20) miles of the offices of Group
Practice at which Physician Stockholder has practiced podiatry in the last year.

19. NON-DISCLOSURE; NON-SOLICITATION. Except in the performance of his
duties hereunder, at no time during the Term of Engagement or for a period of
one year thereafter shall Physician Stockholder, individually or jointly with
others, for the benefit of Physician Stockholder or any third party, publish,
disclose, use or authorize anyone else to publish, disclose or use, any secret
or confidential material or information relating to any aspect of the business
or operations of the Group Practice or any information regarding the business
methods, business policies, procedures, techniques, or trade secrets, or other
knowledge or processes of or developed by Group Practice (and/or any other
Physician Stockholder or agent of Group Practice), any affiliate of the Group
Practice, any entity in which the Group Practice has an interest, including,
without limitation, any secret or confidential information relating to the
business, customers, financial position, trade or industrial practices, trade
secrets, technology

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or know-how of the Group Practice. Moreover, during the Term of Engagement,
Physician Stockholder shall not act as an officer, director, employee, partner,
independent contractor, consultant, principal, agent, proprietor, owner or part
owner of, or in any other capacity for, nor lend any assistance (financial,
managerial or otherwise) or cooperation to, any person or entity (other than
Group Practice or the Administrator) which employs any person or hires or
contracts with, as a consultant or other independent agent or independent
contractor, any person or entity (other than Physician Stockholder) who was
employed by or acted as an agent for, consultant to, or independent contractor
of the Group Practice, any affiliate of the Group Practice, or any entity in
which the Group Practice has an interest, at any time during the Term of
Engagement, nor shall Physician Stockholder employ any such person or induce or
attempt to influence any such person to terminate employment with Group
Practice.

20. REASONABLENESS OF RESTRICTIONS; REFORMATION; ENFORCEMENT. The
parties hereto recognize and acknowledge that the geographical and time
limitations contained in Sections 18 and 19 hereof (hereinafter the "RESTRICTIVE
COVENANTS") are reasonable and properly required for the adequate protection of
the Group Practice's interest. Physician Stockholder acknowledges that the Group
Practice will provide to Physician Stockholder confidential information
concerning the Group Practice's business methods and operating practices in
reliance on the covenants contained in the Restrictive Covenants. It is agreed
by the parties hereto that if any portion of the restrictions contained in the
Restrictive Covenants are held to be unreasonable, arbitrary or against public
policy, then the restrictions shall be considered divisible, both as to the time
and to the geographical area, with each month of the specified period being
deemed a separate period of time and each radius mile of the restricted
territory being deemed a separate geographical area, so that the lesser period
of time or geographical area shall remain effective so long as the same is not
unreasonable, arbitrary or against public policy. The parties hereto agree that
in the event any court of competent jurisdiction determines the specified period
or the specified geographical area of the restricted territory to be
unreasonable, arbitrary or against public policy, a lesser time period or
geographical area which is determined to be reasonable, nonarbitrary and not
against public policy may be enforced against Physician Stockholder. If
Physician Stockholder shall violate any of the covenants contained herein and if
any court action is instituted by the Group Practice to prevent or enjoin such
violation, then the period of time during which the Physician Stockholder's
business activities shall be restricted, as provided in this Agreement, shall be
lengthened by a period of time equal to the period between the date of the
Physician Stockholder's breach of the terms or covenants contained in this
Agreement and the date on which the decree of the court disposing of the issues
upon the merits shall become final and not subject to further appeal.

21. NO REMEDY AT LAW. With respect to the covenants and agreements of
Physician Stockholder set forth in the Restrictive Covenants, the parties agree
that a violation of such covenants and agreements will cause irreparable injury
to Group Practice for which Group Practice will not have an adequate remedy at
law, and that Group Practice shall be entitled, in addition to any other rights
and remedies it may have, at law or in equity, to obtain an injunction to
restrain Physician Stockholder from violating, or continuing to violate, such
covenants and agreements. In the event Group Practice does apply for such an
injunction, Physician

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Stockholder shall not raise as a defense thereto that the Group Practice has an
adequate remedy at law.

22. LIQUIDATED DAMAGES. The parties agree that in the event of
termination of this Agreement by Physician Stockholder other than at the normal
expiration of the Term of Engagement or as a result of the violation of the
terms of this Agreement by the Group Practice, the direct costs and damages to
Group Practice, though substantial, would be difficult to precisely determine.
Therefore, the parties agree that in the event of such termination, Physician
Stockholder shall pay to Group Practice, not as a penalty, but as the parties'
reasonable estimate of the direct costs and other direct damages resulting to
Group Practice in connection with such termination, liquidated damages in an
amount equal to Dollars ($ ), which amount is intended to approximate the twelve
(12) months of Group Practice expenses attributable to Physician Stockholder
next preceding the termination of this Agreement, which amount is the best
estimate of the expenses to continue to be incurred while Physician Stockholder
is fully replaced. Such damages shall be payable on demand by Group Practice.
Physician Stockholder and Group Practice agree that the damages provided for
herein are not the full measure of damages that could be incurred by the Group
Practice as a result of Physician Stockholder's breach of the terms of this
Agreement and nothing contained in this Section 22 shall prevent Group Practice
from seeking injunctive relief to enforce the terms of this Agreement.

23. BILLING SERVICES. Group Practice shall have sole responsibility and
authority for preparation of billings for, and collection of income generated
from, Physician Stockholder's practice of medicine and the operation of
Ancillary Services and, pursuant to this Agreement, the delegated authority to
request, demand, collect, receive and provide receipts for all income on behalf
of Physician Stockholder including any payment or reimbursement from
governmental agencies and insurance carriers on account of medical services
provided to patients. Upon notification by Group Practice, Physician Stockholder
will utilize the Group Practice's provider numbers to bill on behalf of
Physician Stockholder for payment and reimbursement from governmental agencies
and insurance carriers. All funds collected from operation of Ancillary Services
and from Physician Stockholder's practice of medicine hereunder shall be the
sole property of Group Practice and shall be deposited into Group Practice's
account and Group Practice shall have sole authority to make disbursements
therefrom, including refunds and repayment of payments received in error.

24. PATIENT RECORDS, BOOKS, OFFICE EQUIPMENT, ETC.

a. PATIENT RECORDS. As between the Physician Stockholder and the
Group Practice, all patient records shall at all times be and remain Group
Practice's property and all possessory rights to the patient records shall
remain with the Group Practice and Physician Stockholder shall have no such
possessory rights to patient records except as required by law and further;
provided, however, that upon termination of this Agreement, Group Practice shall
provide Physician Stockholder, at Physician Stockholder's expense, access to and
copies of such records relating to medical services performed at Group
Practice's business by Physician

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Stockholder during the term hereof, if so requested by the patient or if
required by Physician Stockholder in defense of any professional liability
claim.

b. EQUIPMENT AND SUPPLIES. Group Practice shall provide for
Physician Stockholder's use of all professional instruments, books, office
equipment and other property reasonably necessary, in Group Practice's
discretion, for Physician Stockholder's practice of medicine under this
Agreement. All instruments, equipment, furniture, furnishings, supplies,
samples, forms, charts, logs, brochures, patient records, policies and
procedures, contracts and any other property, materials or information furnished
by Group Practice are and shall remain the sole property of Group Practice. Upon
termination of this Agreement, Physician Stockholder shall return all such
property to Group Practice. The use of any equipment not provided by the Group
Practice will be subject to the approval of the Group Practice.

25. ASSIGNABILITY. This Agreement and the rights and duties created
hereunder shall not be assignable or delegable by Physician Stockholder. Group
Practice may, at Group Practice's option and without consent of Physician
Stockholder, assign its rights and duties hereunder to any successor entity or
transferee of Group Practice's assets.

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30. GOVERNING LAW. The validity, interpretation and performance of this
Agreement shall be governed by the laws of the State, without giving effect to
the principles of comity or conflicts of laws thereof. Each party hereto agrees
to submit to the personal jurisdiction and venue of the state and federal courts
having jurisdiction over the County and the State, for a resolution of all
disputes arising in connection with the interpretation, construction, and
enforcement of this Agreement, and hereby waives the claim or defense therein
that such courts constitute an inconvenient forum.

31. CAPTIONS. The captions of this Agreement have been assigned thereto
for convenience only, and shall not be construed to limit, define or modify the
substantive terms hereof.

35. THIRD-PARTY BENEFICIARY. The parties acknowledge and agree that the
Administrator has entered into a Management Services Agreement with the Group
Practice and that Physician Stockholder and Administrator, together with certain
other parties, have entered into a Business Purchase Agreement, with Group
Practice in reliance on the covenants of Physician Stockholder contained in
Sections 18 and 19 hereof. Physician Stockholder acknowledges and agrees that
Administrator has entered into the Business Purchase Agreement, purchased assets
and incurred expenses in order to fulfill its obligations pursuant to the
Management Services Agreement, and otherwise detrimentally relied upon Physician
Stockholder's agreement to perform his obligations pursuant to terms of this
Agreement, and that the Administrator's agreement to pay Physician Stockholder
the consideration described in the Business Purchase Agreement was made in
reliance on Physician Stockholder's commitment to provide services as a
participant in the Group Practice pursuant to terms of this Agreement for the
Term of Engagement. Accordingly, Group Practice and Physician Stockholder agree
that Administrator is a specific intended third-party beneficiary of such
covenants, who shall be independently entitled to the benefit thereof and shall
have an independent right to enforce same. In addition, Group Practice and
Physician Stockholder covenant and agree for the benefit of

13
<PAGE>
Administrator that this Agreement shall not be terminated, modified or amended
nor any of the Group Practice's rights hereunder waived without the prior
written consent of Administrator.

Physician Stockholder acknowledges and agrees that in the event of
termination of this Agreement, and in connection with any violation of this
Agreement on the part of Physician Stockholder, Group Practice may, upon request
of Administrator, assign any cause of action and/or rights that it may have
hereunder to the Administrator, including Group Practice's rights, if any, to
recover liquidated damages from Physician Stockholder. Physician Stockholder
acknowledges and agrees that in the event of any such assignment, Administrator
shall be entitled to set off liquidated damages and other amounts payable by
Physician Stockholder hereunder which have been assigned to Administrator
against amounts paid or to be paid by Administrator to Physician Stockholder
under the terms of the Business Purchase Agreement, subject to any defenses
against the assignor thereof.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands on the
date first written above.

PHYSICIAN STOCKHOLDER:

__________________________________

GROUP PRACTICE:

_____________________, a Texas
professional limited liability company

By: ______________________________
_________________, President

ACKNOWLEDGED:

AMERICAN MEDICAL PROVIDERS, INC.,
a Delaware corporation

By: _________________________________
Printed Name: _________________________________
Title: _________________________________

14
<PAGE>
SCHEDULE A

A. STATE _____________________________________

B. COUNTY(IES) _____________________________________

C. OFFICE LOCATION(S) _____________________________________
_____________________________________
_____________________________________

D. LIST OF OUTSIDE _____________________________________
PROFESSIONAL ACTIVITIES _____________________________________
_____________________________________

E. LIST OF BUSINESS _____________________________________
INTERESTS _____________________________________
_____________________________________

A - 1
<PAGE>
SCHEDULE B

A. VACATION/PERSONAL TIME ______ weeks/year

B. BENEFITS

Retirement Plan

Stock Purchase Plan

Insurance - Life

Insurance - Health

Insurance - Disability

C. PROFESSIONAL MEETINGS/ ______ weeks/year
CONTINUING MEDICAL EDUCATION

B - 1
<PAGE>
SCHEDULE C

C - 1
<PAGE>
SCHEDULE D

COMPENSATION

Salary or Percentage Advance on First
Of Net Earnings Before Taxes Month Draw (Y/n)
---------------------------- ----------------

PHYSICIAN EMPLOYEE:

_______________________ _______________________

PHYSICIAN STOCKHOLDER: BASE
Y/N

_______________________ _______________________ __________

D - 1
<PAGE>
SCHEDULE E

PENDING LITIGATION

[NONE]

E - 1

EXHIBIT 10.8

- --------------------------------------------------------------------------------
FORM OF

STOCK PURCHASE AGREEMENT

AMONG

AMERICAN MEDICAL PROVIDERS, INC.,

-------------------------,

AND

THE OWNERS NAMED HEREIN

- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS

Page
----

ARTICLE I Definitions....................................................... 1
Section 1.1. Definitions............................................. 1

ARTICLE II The Acquisition.................................................. 7
Section 2.1. The Acquisition......................................... 7
Section 2.2. The Closing............................................. 7
Section 2.3. Acquisition Consideration............................... 7
Section 2.4. Fractional Shares....................................... 8

ARTICLE III Representations and Warranties of the Company and the Owners.... 8
Section 3.1. Organization and Good Standing; Qualification........... 8
Section 3.2. Capital Structure....................................... 8
Section 3.3. Transactions in Capital................................. 8
Section 3.4. Continuity of Business Enterprise....................... 9
Section 3.5. Records................................................. 9
Section 3.6. Authorization and Validity.............................. 9
Section 3.7. No Violation............................................ 9
Section 3.8. Consents................................................ 10
Section 3.9. Financial Statements.................................... 10
Section 3.10. Liabilities and Obligations............................. 10
Section 3.11. Employee Matters........................................ 10
Section 3.12. Aliens.................................................. 12
Section 3.13. Employee Benefit Plans.................................. 12
Section 3.14. Absence of Certain Changes.............................. 14
Section 3.15. Title; Leased Assets.................................... 15
Section 3.16. Commitments............................................. 16
Section 3.17. Insurance............................................... 17
Section 3.18. Proprietary Rights and Information...................... 18
Section 3.19. Taxes................................................... 18
Section 3.20. Compliance with Laws.................................... 20
Section 3.21. Finder's Fee............................................ 20
Section 3.22. Litigation.............................................. 20
Section 3.23. Condition of Fixed Assets............................... 21
Section 3.24. Distributions and Repurchases........................... 21
Section 3.25. Banking Relations....................................... 21
Section 3.26. Interested Persons; Affiliations........................ 21
Section 3.27. Environmental Matters................................... 22

i
<PAGE>
Section 3.28. Certain Payments........................................ 22
Section 3.29. Medical Waste........................................... 22
Section 3.30. Medicare and Medicaid Programs.......................... 22
Section 3.31. Fraud and Abuse......................................... 23
Section 3.32. Payors.................................................. 23

ARTICLE IV Representations and Warranties of the Owners..................... 24
Section 4.1. Validity; Owner's Capacity.............................. 24
Section 4.2. No Violation............................................ 24
Section 4.3. Personal Holding Companies; Control of Related
Businesses..... 24
Section 4.4. Transfers of Ownership Interests........................ 24
Section 4.5. Accredited Investor Status.............................. 25
Section 4.6. Consents................................................ 25
Section 4.7. Certain Payments........................................ 25
Section 4.8. Finder's Fee............................................ 25
Section 4.9. Interested Persons; Affiliations........................ 25
Section 4.10. Investments in Competitors.............................. 25
Section 4.11. Disposition of AMP Shares............................... 25

ARTICLE V Representations and Warranties of AMP and AMP Subsidiary.......... 26
Section 5.1. Organization and Good Standing.......................... 26
Section 5.2. Capitalization of AMP................................... 26
Section 5.3. Capitalization of AMP Subsidiary........................ 26
Section 5.4. Authorization and Validity.............................. 26
Section 5.5. No Violation............................................ 26
Section 5.6. Finder's Fee............................................ 27
Section 5.7. Capital Stock........................................... 27
Section 5.8. Consents................................................ 27
Section 5.9. Liabilities and Obligations............................. 27
Section 5.10. Employee Benefit Plans.................................. 27
Section 5.11. Taxes................................................... 28
Section 5.12. Compliance with Laws.................................... 28
Section 5.13. Litigation.............................................. 29

ARTICLE VI Covenants of the Company and the Owner........................... 29
Section 6.1. Consummation of Agreement............................... 29
Section 6.2. Business Operations..................................... 29
Section 6.3. Access.................................................. 29
Section 6.4. Tax Returns............................................. 30
Section 6.5. Notification of Certain Matters......................... 30
Section 6.6. Approvals of Third Parties.............................. 30
Section 6.7. Employee Matters........................................ 30
Section 6.8. Contracts............................................... 31
Section 6.9. Capital Assets; Payments of Liabilities................. 31

ii
<PAGE>
Section 6.10. Mortgages, Liens and Guaranties......................... 31
Section 6.11. Acquisition Proposals................................... 31
Section 6.12. Distributions and Repurchases........................... 32
Section 6.13. Requirements to Effect Acquisition...................... 32
Section 6.14. Formation of the Group Practice......................... 32
Section 6.15. Access.................................................. 32
Section 6.16. Licenses and Permits.................................... 33
Section 6.17. Physician Employment Agreements......................... 33
Section 6.18. Delivery of Schedules................................... 33

ARTICLE VII Covenants of AMP and AMP Subsidiary............................. 33
Section 7.1. Consummation of Agreement............................... 33
Section 7.2. Requirements to Effect Acquisition...................... 33
Section 7.3. Notification of Certain Matters......................... 33
Section 7.4. Approvals of Third Parties.............................. 34
Section 7.5. Stock Option Plan for Advisors and Consultants.......... 34
Section 7.6. Licenses and Permits.................................... 34
Section 7.7. Delivery of Schedules................................... 34
Section 7.8. Professional Liability Insurance........................ 34

ARTICLE VIII Covenants of AMP, the Company and the Owners................... 34
Section 8.1. Filings; Other Action................................... 34
Section 8.2. Amendment of Schedules.................................. 35
Section 8.3. Proration of Costs and Rents............................ 35
Section 8.4. Management Agreement.................................... 35
Section 8.5. Physician Engagement Agreements......................... 35

ARTICLE IX Conditions Precedent of AMP...................................... 36
Section 9.1. Proceedings............................................. 36
Section 9.2. No Material Adverse Effect.............................. 36
Section 9.3. Government Approvals and Required Consents.............. 36
Section 9.4. Securities Approvals.................................... 36
Section 9.5. Closing Deliveries...................................... 36
Section 9.6. Charter Amendment....................................... 36

ARTICLE X Conditions Precedent of the Company and the Owners................ 36
Section 10.1. Proceedings............................................. 37
Section 10.2. Government Approvals and Required Consents.............. 37
Section 10.3. Securities Approvals.................................... 37

ARTICLE XI Closing Deliveries............................................... 37
Section 11.1. Deliveries of the Company and the Owners................ 37
Section 11.2. Deliveries of AMP....................................... 39

iii
<PAGE>
ARTICLE XII Post Closing Matters............................................ 40
Section 12.1. Further Instruments of Transfer......................... 40
Section 12.2. Acquisition Tax Covenant................................ 40

ARTICLE XIII Remedies....................................................... 41
Section 13.1. Indemnification by the Owners and the Company........... 41
Section 13.2. Indemnification by AMP and AMP Subsidiary............... 41
Section 13.3. Indemnification Procedures.............................. 42
Section 13.4. Indemnification Limitations............................. 44
Section 13.5. Remedies Not Exclusive.................................. 44
Section 13.6. Costs, Expenses and Legal Fees.......................... 45

ARTICLE XIV Termination..................................................... 45
Section 14.1. Termination............................................. 45
Section 14.2. Effect of Termination................................... 45

ARTICLE XV Noncompetition................................................... 45
Section 15.1. Prohibited Activities................................... 45
Section 15.2. Damages................................................. 46
Section 15.3. Reasonable Restraint.................................... 46
Section 15.4. Severability; Reformation............................... 46
Section 15.5. Term.................................................... 46

ARTICLE XVI Nondisclosure of Confidential Information....................... 47
Section 16.1. Nondisclosure........................................... 47
Section 16.2. Damages................................................. 47
Section 16.3. Survival................................................ 47

ARTICLE XVII Transfer Restrictions.......................................... 47
Section 17.1. Transfer Restrictions................................... 47

ARTICLE XVIII Federal Securities Law Restrictions on AMP Common Stock....... 48
Section 18.1. Investment Representation............................... 48
Section 18.2. Compliance with Law..................................... 48
Section 18.3. Economic Risk; Sophistication........................... 49

ARTICLE XIX General......................................................... 49
Section 19.1. Amendment; Waivers...................................... 49
Section 19.2. Assignment.............................................. 49
Section 19.3. Parties in Interest; No Third Party Beneficiaries....... 49
Section 19.4. No Joint Liability of Owners............................ 50
Section 19.5. Entire Agreement........................................ 50
Section 19.6. Severability............................................ 50
Section 19.7. Survival of Representations, Warranties and Covenants... 50

iv
<PAGE>
Section 19.8. Governing Law........................................... 50
Section 19.9. Captions................................................ 50
Section 19.10.Gender and Number....................................... 50
Section 19.11.Reference to Agreement.................................. 50
Section 19.12.Confidentiality; Publicity and Disclosures.............. 51
Section 19.13.Notice.................................................. 51
Section 19.14.Choice of Forum......................................... 52
Section 19.15.No Waiver; Remedies..................................... 52
Section 19.16.Counterparts............................................ 52
Section 19.17.Defined Terms........................................... 52

v
<PAGE>
FORM OF
STOCK PURCHASE AGREEMENT

Stock Purchase Agreement (this "Agreement"), dated as of _____________,
1997, among ____________________D.P.M., P.A., a Texas professional association
and its non-professional successor entity ("the "Company"),
_____________________, D.P.M., (collectively the "Owners" and individually an
"Owner"), and American Medical Providers, Inc., a Delaware corporation, its
affiliates, successors or assigns ("AMP").

The Owners of the Company desire to contribute, and AMP desires to
receive, all of the issued and outstanding Shares (the "Shares") of capital
stock of the Company, and, accordingly, the Owners, the Company and AMP desire
to effect the Acquisition (defined below) upon the terms and subject to the
conditions contained herein.

In order to effect the Acquisition, the Company will convert from a
Texas professional entity to a Texas business corporation immediately before the
Closing.

It is intended that for federal income tax purposes the Acquisition,
together with the transactions contemplated by the Other Agreements (defined
below) will qualify as a transfer pursuant to the requirements of Section 351 of
the Internal Revenue Code of 1986, as amended (the "Code").

AMP intends to enter into business purchase agreements or other
acquisition agreements (collectively, the "Other Agreements") similar to this
Agreement, in order to acquire other podiatry or other medical practices.

To provide AMP with the necessary working capital and funds to
consummate the transactions contemplated hereby and by the Other Agreements, AMP
expects to, subject to the terms and conditions of this Agreement, enter into an
underwriting agreement with an Underwriter Representative (defined below) in
connection with a proposed Initial Public Offering (defined below).

In consideration of the mutual representations, warranties and covenants
herein contained and such other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, and on the terms and
subject to the conditions herein set forth, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. DEFINITIONS. The following terms have the meanings set
forth below:

1
<PAGE>
"Acquisition" has the meaning set forth in Section 2.1.

"Acquisition Consideration" has the meaning set forth in Section 2.3.

"actual knowledge," "have no actual knowledge of," "do not actually know
of" and similar phrases mean (i) in the case of a natural person, the actual
conscious awareness, or not, as the context requires, of the particular fact by
such person or (ii) in the case of an entity, the actual conscious awareness, or
not, as the context requires, of the particular fact by any stockholder,
partner, owner, director or officer of such entity.

"Advisors Plan" has the meaning set forth in Section 7.5.

"Affiliate," with respect to any person, means a person that directly or
indirectly through one or more intermediaries controls, is controlled by or is
under common control with such person.

"AMP Common Stock" means the common stock, par value $0.01 per share, of
AMP.

"AMP Employee Benefit Plans" has the meaning set forth in Section 5.10.

"AMP Subsidiary" means the wholly-owned subsidiary of AMP formed prior
to Closing identified in Section 2.1.

"AMP Subsidiary Common Stock" means the common stock, par value $0.01
per share, of AMP Subsidiary.

"Arthur Andersen" means Arthur Andersen LLP, independent certified
public accountants.

"Assets" means the Equipment and all properties and assets (tangible and
intangible) of every kind and wherever situated that are owned by the Company or
in which the Company has any right or interest (including, without limitation,
rights under its insurance policies and warranties related thereto; its causes
of action, judgments, claims and demands of whatever nature related thereto; its
deferred charges, security deposits, advance payments, prepaid items, claims for
refunds, rights of offset and credits of all kinds related thereto; its rights
under all assigned Commitments; all personal property of every kind and
character as used in connection with Equipment or otherwise and its files,
papers and records relating to the aforesaid properties and assets), other than
the Excluded Assets.

"Balance Sheet" has the meaning set forth in Section 3.9.

"Balance Sheet Date" has the meaning set forth in Section 3.9.

2
<PAGE>
"best knowledge," "have no knowledge of," "do not know of" or "to the
knowledge of" and similar phrases mean (i) in the case of a natural person, the
particular fact was known, or not known, as the context requires, to such person
or (ii) in the case of an entity, the particular fact was known, or not known,
as the context requires, to any stockholder, partner, owner, director or officer
of such entity.

"Cash Compensation" has the meaning set forth in Section 3.11(a).

"Claim Notice" has the meaning set forth in Section 13.3(a).

"Closing" means the closing of the transactions contemplated by this
Agreement.

"Closing Date" has the meaning set forth in Section 2.2.

"Code" has the meaning set forth in the recitals to this Agreement.

"Commitments" has the meaning set forth in Section 3.16.

"Company" has the meaning set forth in the recitals hereto.

"Compensation Plans" has the meaning set forth in Section 3.11(b).

"Confidential Information" means all trade secrets and other
confidential and/or proprietary information of the particular person, including
information derived from reports and investigations, research, work in progress,
codes, marketing and sales programs, referral sources, patient lists, financial
projections, cost summaries, pricing formulae, contract analyses, financial
information, projections, confidential filings with any state or federal agency
and all other confidential concepts, methods of doing business, ideas, materials
or information prepared or performed for, by or on behalf of such person by such
person's stockholders, owners, partners, employees, officers, directors, agents,
representatives or consultants.

"Controlled Group" has the meaning set forth in Section 3.13(g).

"Damages" has the meaning set forth in Section 13.1.

"Effective Date" means the date that the Registration Statement is
declared effective by the SEC.

"Election Period" has the meaning set forth in Section 13.3(a).

"Employee Benefit Plans" has the meaning set forth in Section 3.13(a).

"Employee Policies and Procedures" has the meaning set forth in Section
3.11(d).

3
<PAGE>
"Employment Agreements" has the meaning set forth in Section 3.11(c).

"Environmental Laws" means any laws or regulations pertaining to the
environment as in effect on the date hereof and the Closing Date, including
without limitation (i) the Comprehensive Environmental Response, Compensation
and Liability Act of 1980 (42 U.S.C. ss.ss. 9601 ET SEQ.), as amended (including
without limitation as amended pursuant to the Superfund Amendments and
Reauthorization Act of 1986) and any regulations promulgated thereunder, (ii)
the Resource Conservation and Recovery Act of 1976 (42 U.S.C. ss.ss. 6901 ET
SEQ.), as amended, and any regulations promulgated thereunder, and (iii) the
provisions contained in any similar federal, state or local statutes or
regulations relating to environmental matters applicable to the Company's assets
or operations.

"Equipment" means all equipment, machinery, tools and similar assets
owned by the Company and used by the Company in its business, including, without
limitation, all supplies of the Company related thereto.

"ERISA" has the meaning set forth in Section 3.13(a).

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Excluded Assets" means the following assets and properties of the
Company: (i) the Acquisition Consideration, (ii) the Company's right to enforce
AMP's representations, warranties and covenants hereunder and the obligations of
AMP to pay, perform or discharge the Assumed Liabilities and all other rights,
including rights of indemnification, of the Company under this Agreement or any
instrument executed pursuant hereto and (iii) the Employee Benefit Plans.

"Financial Statements" has the meaning set forth in Section 3.9.

"Fixed Assets" has the meaning set forth in Section 3.23.

"Group Practice" means the professional limited liability company to be
formed pursuant to Section 6.14.

"Indemnified Party" has the meaning set forth in Section 13.3(a).

"Indemnifying Party" has the meaning set forth in Section 13.3(a).

"Indemnity Notice" has the meaning set forth in Section 13.3(d).

"Initial Public Offering" means the initial underwritten public offering
of AMP Common Stock contemplated by the Registration Statement.

"Initial Public Offering Price" means the price per share of AMP Common
Stock received by AMP in connection with its Initial Public Offering.

4
<PAGE>
"Insurance Policies" has the meaning set forth in Section 3.17.

"IRS" means the Internal Revenue Service.

"Management Agreement" has the meaning set forth in Section 11.1(1).

"Material Adverse Effect" means a material adverse effect on the
business, operations, condition (financial or otherwise), results of operations
or prospects of the Company in consideration of all relevant facts and
circumstances.

"Medical Waste" means (i) pathological waste, (ii) blood, (iii) sharps,
(iv) wastes from surgery or autopsy, (v) dialysis waste, including contaminated
disposable equipment and supplies, (vi) cultures and stocks of infectious agents
and associated biological agents, (vii) contaminated animals, (viii) isolation
wastes, (ix) contaminated equipment, (x) laboratory waste, (xi) any substance,
pollutant, material, or contaminant listed or regulated under any Medical Waste
Law and (xii) other biological waste and discarded materials contaminated with
or exposed to blood, excretion or secretions from human beings or animals.

"Medical Waste Laws" means the following, including regulations
promulgated and orders issued thereunder, as in effect on the date hereof and
the Closing Date: (i) the MWTA, (ii) the U.S. Public Vessel Medical Waste
Anti-Dumping Act of 1988, 33 U.S.C.A. ss.ss. 2501 ET SEQ., (iii) the Marine
Protection, Research and Sanctuaries Act of 1972, 33 U.S.C.A. ss.ss. 1401 ET
SEQ., (iv) the Occupational Safety and Health Act, 29 U.S.C.A. ss.ss. 651 ET
SEQ., (v) the United States Department of Health and Human Services, National
Institute for Occupational Safety and Health, Infectious Waste Disposal
Guidelines, Publication No. 88-119 and (vi) any other federal, state, regional,
county, municipal or other local laws, regulations and ordinances insofar as
they are applicable to the Company's assets or operations and purport to
regulate Medical Waste or impose requirements relating to Medical Waste.

"MWTA" means the Medical Waste Tracing Act of 1988, 42 U.S.C. ss.ss.
6992, ET SEQ.

"Nose Coverage" has the meaning set forth in Section 7.8.

"ordinary course of business" means the usual and customary way in which
the particular entity has conducted its business in the past, in all cases, in
compliance with law.

"Other Agreements" has the meaning set forth in the recitals to this
Agreement.

"Owner(s)" means those person(s), all of whom are identified in the
first paragraph of this Agreement, who own, beneficially and of record, all of
the ownership interests in the Company, whatever form those interests may take,
including, without limitation, capital stock, partnership interests, units,
shares in profit, membership interests or the like.

"Payors" has the meaning set forth in Section 3.30.

5
<PAGE>
"person" means any natural person, corporation, partnership, joint
venture, limited liability company, association, group, organization or other
entity.

"Physician Employee" means any physician of the Company executing a
Physician Employment Agreement.

"Physician Employment Agreements" has the meaning set forth in Section
11.1(n).

"Physician Engagement Agreements" has the meaning set forth in Section
11.1(m).

"Private Placement Memorandum" means the Confidential Private Placement
Memorandum, dated June, 1997, provided by AMP to the Owners and the Company.

"Proprietary Rights" has the meaning set forth in Section 3.18.

"Registration Rights Agreement" has the meaning set forth in Section
11.1(o).

"Registration Statement" has the meaning set forth in Section 8.1(a).

"Related Acquisitions" means, collectively, the Acquisition and the
mergers and acquisitions of entities and assets contemplated by the Other
Agreements.

"Schedules" means the schedules attached hereto as of the date hereof or
otherwise delivered by any party hereto pursuant to the terms hereof, as such
may be amended or supplemented from time to time pursuant to the provisions
hereof.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Shares" has the meaning set forth in the recitals.

"Taxes" means all taxes, however denominated, including any interest,
penalties or other additions to tax that may become payable in respect thereof,
imposed by any federal, state, territorial, state, local or foreign government
or any agency or political subdivision of any such government, which taxes shall
include, without limiting the generality of the foregoing, all income or profits
taxes, real property gains taxes, payroll and employee withholding taxes,
unemployment insurance taxes, social security taxes, sales and use taxes, ad
valorem taxes, excise taxes, franchise taxes, gross receipts taxes, occupation
taxes, real and personal property taxes, stamp taxes, environmental taxes,
alternative minimum taxes, transfer taxes, workers compensation or Pension
Benefit Guaranty Corporation premiums, and other obligations of the same or of a
similar nature, which the Company is required to pay, withhold or collect.

6
<PAGE>
"Tax Returns" shall mean all reports, estimates, information statements
and returns relating to, or required to be filed in connection with, any Taxes,
including information returns or reports with respect to backup withholding and
other payments to third parties.

"Third Party Claim" has the meaning set forth in Section 13.3(a).

"Transfer" has the meaning set forth in Section 12.2(a).

"Underwriter Representative" means the underwriter in the Initial Public
Offering who acts as the lead managing underwriter of the Initial Public
Offering.

ARTICLE II

THE ACQUISITION

SECTION 2.1. THE ACQUISITION. Subject to the terms and conditions of
this Agreement, on the Closing Date, the Owner shall transfer, assign, convey
and deliver the Shares to AMP or its subsidiary ("AMP Subsidiary"), free and
clear of all security interests, liens, claims and encumbrances, and AMP
Subsidiary shall accept and acquire the Shares (the "Acquisition").

SECTION 2.2. THE CLOSING. The Closing of the Acquisition will take place
at 10:00 a.m., local time, at the offices of Baker & Hostetler, Suite 2000, 1000
Louisiana, Houston, Texas on the day on which the transactions contemplated by
the Initial Public Offering are consummated.
The date on which the Closing occurs is the "Closing Date."

SECTION 2.3. ACQUISITION CONSIDERATION.

(a) CONSIDERATION. Subject to post-closing adjustments under Section
2.3(b) below, the total consideration for the Shares will be the cash and shares
of AMP Common Stock in the amounts set forth on Annex I hereto (the "Acquisition
Consideration"). The cash portion of the Acquisition Consideration consists of
net realizable value of net accounts receivable plus __% of non-monetary assets,
not to exceed __% of the total valuation ("Cash Consideration"). Annex I
attached hereto shows an estimate of the net accounts receivable as of the
Balance Sheet Date.

(b) POST-CLOSING ADJUSTMENTS OF NET ACCOUNTS RECEIVABLE CONSIDERATION.
On the six month anniversary of the Closing Date, AMP will review the estimate
of net accounts receivable. If AMP has collected more than the estimated
accounts receivable, such amount will be paid to the Owners according to their
percentage ownership in the Company as of the Closing Date. If AMP has collected
less than the estimate of net accounts receivable, the Owners will be jointly
and severally liable and will repay the deficit amount. All amounts under this
Section 2.3(b) shall be payable in cash within sixty (60) days of written notice
sent by AMP to the Owners. The Owners agree that AMP may offset the accounts
receivable deficit against any other amounts owed by AMP to Owners under any
other agreements.

7
<PAGE>
SECTION 2.4. FRACTIONAL SHARES. Notwithstanding any other provision
herein, no fractional shares of AMP Common Stock shall be issued, and the person
entitled hereunder to receive a fractional share of AMP Common Stock but for
this Section 2.4 will be entitled to receive a cash payment in lieu thereof
reflecting such person's proportionate interest in a share of AMP Common Stock
multiplied by the Initial Public Offering Price.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE OWNERS

The Company and the Owners (in proportion to each such Owner's
respective ownership of the Company) represent and warrant to AMP and AMP
Subsidiary that the following are true and correct as of the Closing Date:

SECTION 3.1. ORGANIZATION AND GOOD STANDING; QUALIFICATION. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of its state of organization with all requisite power and authority to
carry on the business in which it is engaged, to own the properties it owns, to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The Company is not qualified or licensed to do business in
any other jurisdiction. The Company has no assets, employees or offices in a
state other than the state of its organization. Except as set forth in Schedule
3.1, none of the Company, any Owner or any Physician Employee owns, directly or
indirectly, any of the capital stock of any other corporation or any entity or a
profit sharing, participation or other interest in any corporation, partnership,
joint venture or other entity that is engaged in a business that is in or
related to the healthcare industry.

SECTION 3.2. CAPITAL STRUCTURE. The Owners own all of the Company's
issued and outstanding common stock in the respective amounts set forth in
Schedule 3.2, free and clear of all security interests, liens, adverse claims,
encumbrances, equities, proxies and shareholders' agreements, except to the
extent specifically disclosed in detail on Schedule 3.2. Each outstanding share
of common stock of the Company has been legally and validly issued and is fully
paid and nonassessable. No share of capital stock is owned by the Company in
treasury. No shares of capital stock of the Company have been issued or disposed
of in violation of the preemptive rights, rights of first refusal or similar
rights of any of the Company's stockholders. The Company has no bonds,
debentures, notes or other obligations the holders of which have the right to
vote (or are convertible into or exercisable for securities having the right to
vote) with the stockholders of the Company on any matter.

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unissued capital stock. Except as set forth in Schedule 3.3, the Company has no
obligation (contingent or otherwise) to purchase, redeem or otherwise acquire
any of its equity securities or any interests therein or to pay any dividend or
make any distribution in respect thereof. Except as set forth in Schedule 3.3,
neither the equity structure of the Company nor the relative ownership of shares
among any of its stockholders has been altered or changed in contemplation of
the transactions contemplated hereby.

SECTION 3.4. CONTINUITY OF BUSINESS ENTERPRISE. Except as set forth in
Schedule 3.4 and except as contemplated by Section 6.14, there has not been any
sale, distribution or spin-off of assets of the Company or any of its
Affiliates, other than in the ordinary course of business within the five years
preceding the date of this Agreement. The Owners shall be responsible for any
and all tax liability of all such sales, distributions or spin-offs.

SECTION 3.5. RECORDS. The copies of the Articles of Incorporation or
Articles of Association, as the case may be, and Bylaws, and all amendment
thereto, of the Company that have been delivered to AMP are true, correct and
complete copies thereof, as in effect on the date hereof. The minute books of
the Company, copies of which have been delivered to AMP, contain materially
accurate minutes of meetings of, and accurate consents to all actions taken
without meetings by, the Board of Directors (and any committees thereof) and the
stockholders of the Company since its formation as to material matters reflected
therein.

SECTION 3.6. AUTHORIZATION AND VALIDITY. The execution, delivery and
performance by the Company of this Agreement and the other agreements expressly
contemplated hereby, and the consummation of the transactions contemplated
hereby and thereby, have been duly authorized by the Company. This Agreement has
been duly executed and delivered by the Company and constitutes the legal, valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms. The Company has obtained, in accordance with
applicable law and its Bylaws and its Articles of Incorporation or Articles of
Association, as the case may be, the approval of its stockholders necessary to
consummate the transactions contemplated hereby.

SECTION 3.7. NO VIOLATION. Except as set forth specifically in detail in
Schedule 3.7 or Schedule 3.8, neither the execution, delivery or performance of
this Agreement or the other agreements contemplated hereby nor the consummation
of the transactions contemplated hereby or thereby will (a) conflict with,
result in a violation or breach of the terms, conditions or provisions of or
constitute a default under the Bylaws or the Articles of Incorporation of the
Company, (b) except as would not, individually or in the aggregate, result in a
Material Adverse Effect, conflict with, result in a violation or breach of the
terms conditions or provisions of or constitute a default under any agreement,
indenture or other instrument by which the Company is bound or to which any of
the assets of the Company is subject, or result in the creation or imposition of
any security interest, lien, charge or encumbrance upon any assets of the
Company or (c) except as would not, individually or in the aggregate, result in
a Material Adverse Effect, violate or conflict with any judgment, decree, order,
statute, rule or regulation of any court or any public, governmental or
regulatory agency or body.

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SECTION 3.8. CONSENTS. Except as set forth in Schedule 3.8, no consent,
authorization, approval, permit or license of, or filing with, any governmental
or public body or authority, any lender, any lessor or any other person or
entity is required to authorize, or is required in connection with, the
execution, delivery or performance of this Agreement or the agreements
contemplated hereby.

SECTION 3.9. FINANCIAL STATEMENTS. The Company will furnish AMP its
balance sheet and related statements of income, retained earnings and cash flows
for its prior three full fiscal years and its balance sheet dated as of June 30,
1997 (the "Balance Sheet," and the date thereof the "Balance Sheet Date") and
related statements of income, retained earnings and cash flows for the six (6)
months then ended (all such financial information, with the related notes
thereto, the "Financial Statements"). The Financial Statements fairly present
the financial condition and results of operations of the Company as of the dates
and for the periods indicated and have been prepared in conformity with
generally accepted accounting principles (subject to normal year-end adjustments
and the absence of notes for any unaudited interim financial statement for any
interim periods presented) applied on a consistent basis with prior periods,
except as otherwise specifically indicated in the Financial Statements.

SECTION 3.10. LIABILITIES AND OBLIGATIONS. Except as set forth in
Schedule 3.10, the Financial Statements reflect all material liabilities of the
Company, accrued, contingent or otherwise, required to be reflected on a balance
sheet, or in the notes thereto, prepared in accordance with generally accepted
accounting principles, except for liabilities or obligations incurred in the
ordinary course of business consistent with reasonable past practice since the
Balance Sheet Date. Except as specifically set forth in the Financial Statements
or Schedule 3.10, the Company is not liable upon or with respect to, or
obligated in any other way to provide funds in respect of or to guarantee or
assume in any manner, any debt, obligation or dividend of any person,
corporation, association, partnership, joint venture, trust or other entity, and
the Company does not know of any valid basis for the assertion of any claims or
liabilities of any nature or in any amount.

SECTION 3.11. EMPLOYEE MATTERS.

(a) CASH COMPENSATION. Schedule 3.11(a) contains a complete and accurate
list of the names, titles and annual cash compensation as of June 30, 1997,
including, without limitation, wages, salaries, bonuses (discretionary and
formula) and other cash compensation (the "Cash Compensation"), of all full and
part-time employees of the Company. In addition, Schedule 3.11(a) contains a
complete and accurate description of (i) all increases in Cash Compensation of
employees of the Company during the current fiscal year and the immediately
preceding fiscal year and (ii) any promised increases in Cash Compensation of
employees of the Company that have not yet been effected.

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Employment Agreements listed in Schedule 3.11(c) and Employee Benefit Plans
listed in Schedule 3.13. The Compensation Plans include, without limitation,
plans, arrangements or practices that provide for severance pay, deferred
compensation, incentive, bonus or performance awards and stock ownership or
stock options. The Company has provided to AMP a copy of each written
Compensation Plan and a written description of each unwritten Compensation Plan.
Except as set forth on Schedule 3.11(b), each of the Compensation Plans can be
terminated or amended at will by the Company.

(c) EMPLOYMENT AGREEMENTS. Except as set forth in Schedule 3.11(c), the
Company is not a party to any employment agreement (the "Employment Agreements")
with respect to any of its employees. Employment Agreements include, without
limitation, employee leasing agreements, employee services agreements and
noncompetition agreements.

(d) EMPLOYEE POLICIES AND PROCEDURES. Schedule 3.11(d) contains a
complete and accurate list of all employee manuals and all policies, procedures
and work-related rules (the "Employee Policies and Procedures") that apply to
employees of the Company. The Company has provided or made available to AMP a
copy of all written Employee Policies and Procedures and a written description
of all unwritten Employee Policies and Procedures.

(e) UNWRITTEN AMENDMENTS. Except as described in Schedule 3.11(b),
3.11(c), or 3.11(d), no unwritten material amendments have been made, whether by
oral communication, pattern of conduct or otherwise, with respect to any
Compensation Plans, Employment Agreements or Employee Policies and Procedures.

(f) LABOR COMPLIANCE. To its actual knowledge, the Company has been and
is in compliance with all applicable laws, rules, regulations and ordinances
respecting employment and employment practices, terms and conditions of
employment and wages and hours, except for any such failures to be in compliance
that, individually or in the aggregate, would not result in a Material Adverse
Effect, and the Company is not liable for any arrears of wages or penalties for
failure to comply with any of the foregoing. To its actual knowledge, the
Company has not engaged in any unfair labor practice or discriminated on the
basis of race, color, religion, sex, national origin, age, disability or
handicap in its employment conditions or practices. Except as set forth in
Schedule 3.11(f), there are no (i) unfair labor practice charges or complaints
or racial, color, religious, sex, national origin, age, disability or handicap
discrimination charges or complaints pending or, to the knowledge of the
Company, threatened against the Company before any federal, state or local
court, board, department, commission or agency (nor, to the knowledge of the
Company, does any valid basis therefor exist) or (ii) existing or, to the
knowledge of the Company, threatened labor strikes, disputes, grievances,
controversies or other labor troubles affecting the Company (nor, to the
knowledge of the Company, does any valid basis therefor exist).

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3.11(g), to the knowledge of the Company, none of the employees of the Company
has threatened to organize or join a union, labor organization or collective
bargaining unit.

SECTION 3.12. ALIENS. To the actual knowledge of the Company, all
employees of the Company are citizens of, or are authorized in accordance with
federal immigration laws to be employed in, the United States.

SECTION 3.13. EMPLOYEE BENEFIT PLANS.

(a) IDENTIFICATION. Schedule 3.13 contains a complete and accurate list
of all employee benefit plans (within the meaning of Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")) sponsored
by the Company or to which the Company contributes on behalf of its employees
and all employee benefit plans previously sponsored or contributed to on behalf
of its employees within the five years preceding the date hereof (the "Employee
Benefit Plans"). The Company has provided to AMP copies of all plan documents,
determination letters, pending determination letter applications, trust
instruments, insurance contracts, administrative services contracts, annual
reports, actuarial valuations, summary plan descriptions, summaries of material
modifications, administrative forms and other documents that constitute a part
of or are incident to the administration of the Employee Benefit Plans. In
addition, the Company has provided AMP a written description of all existing
practices engaged in by the Company that constitute Employee Benefit Plans.
Except as set forth in Schedule 3.13 and subject to the requirements of ERISA,
each of the Employee Benefit Plans can be terminated or amended at will by the
Company. Except as set forth in Schedule 3.13, no unwritten amendment exists
with respect to any Employee Benefit Plan.

(b) ADMINISTRATION. Each Employee Benefit Plan has been administered and
maintained in compliance with all applicable laws, rules and regulations, except
where the failure to be in compliance would not, individually or in the
aggregate, result in a Material Adverse Effect.

(c) EXAMINATIONS. Except as set forth in Schedule 3.13, the Company has
not received any notice that any Employee Benefit Plan is currently the subject
of an audit, investigation, enforcement action or other similar proceeding
conducted by any state or federal agency.

(d) PROHIBITED TRANSACTIONS. No prohibited transactions (within the
meaning of Section 4975 of the Code) have occurred with respect to any Employee
Benefit Plan.

(e) CLAIMS AND LITIGATION. Except as set forth in Schedule 3.13, no
pending or, to the actual knowledge of the Company, threatened, claims, suits or
other proceedings exist with respect to an Employee Benefit Plan, other than
normal benefit claims filed by participants or beneficiaries.

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(f) QUALIFICATIONS. The Company has received a favorable determination
letter or ruling from the IRS for each of the Employee Benefit Plans intended to
be qualified within the meaning of Section 401(a) of the Code and/or tax-exempt
within the meaning of Section 501(a) of the Code. No proceedings exist or, to
the actual knowledge of the Company, have been threatened that could result in
the revocation of any such favorable determination letter or ruling.

(g) FUNDING STATUS. Except as set forth in Schedule 3.13, no accumulated
funding deficiency (within the meaning of Section 412 of the Code), whether
waived or unwaived, exists with respect to any Employee Benefit Plan or any plan
sponsored by any member of a controlled group (within the meaning of Section
412(n)(6)(B) of the Code) in which the Company is a member (a "Controlled
Group"). Except as set forth in Schedule 3.13, with respect to each Employee
Benefit Plan subject to Title IV of ERISA, the assets of each such plan are at
least equal in value to the present value of accrued benefits determined on an
ongoing basis as of the date hereof. With respect to each Employee Benefit Plan
funded as described in Section 501(c)(9) of the Code, the assets of each such
plan are at least equal in value to the present value of accrued benefits, based
upon the most recent actuarial valuation as of a date no more than 90 days prior
to the date hereof. Schedule 3.13 contains a complete and accurate statement of
all actuarial assumptions applied to determine the present value of accrued
benefits under all Employee Benefit Plans subject to actuarial assumptions.

(h) EXCISE TAXES. Neither the Company nor any member of a Controlled
Group has any liability to pay excise taxes with respect to any Employee Benefit
Plan under applicable provisions of the Code or ERISA.

(i) MULTIEMPLOYER PLANS. Neither the Company nor any member of a
Controlled Group is or ever has been obligated to contribute to a multiemployer
plan within the meaning of Section 3(37) of ERISA.

(j) PBGC. No facts or circumstances exist that would result in the
imposition of liability against AMP or AMP Subsidiary by the Pension Benefit
Guaranty Corporation as a result of any act or omission by the Company or any
member of a Controlled Group. No reportable event (within the meaning of Section
4043 of ERISA) for which the notice requirement has not been waived has occurred
with respect to any Employee Benefit Plan subject to the requirements of Title
IV of ERISA.

(k) RETIREES. The Company has no obligation or commitment to provide
medical, dental or life insurance benefits to or on behalf of any of its
employees who may retire or any of its former employees who have retired, except
as may be required pursuant to the continuation of coverage provisions of
Section 4980B of the Code and the applicable provisions of ERISA.

(l) OTHER COMPENSATION ARRANGEMENTS. Except as set forth in Schedules
3.11(a), 3.11(b), 3.11(c), 3.11(d), 3.13 and 3.13(l), none of the Company, any
Owner or any Physician

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Employee is a party to any compensation or other arrangement with any person
relating to the provision of healthcare related services, other than
arrangements with the Company.

SECTION 3.14. ABSENCE OF CERTAIN CHANGES. Except as set forth on
Schedule 3.14 and as contemplated pursuant to Section 6.14, since the Balance
Sheet Date, the Company has not

(a) suffered a Material Adverse Effect, whether or not caused by any
deliberate act or omission of the Company or any Owner;

(b) contracted for the purchase of any capital asset having a cost in
excess of $5,000 or made any single capital expenditure in excess of $5,000;

(c) incurred any indebtedness for borrowed money (other than short-term
borrowings in the ordinary course of business consistent with reasonable past
practice) or issued or sold any debt securities;

(d) incurred or discharged any material liabilities or obligations,
except in the ordinary course of business consistent with reasonable past
practice;

(e) paid any amount on any indebtedness prior to the due date, forgiven
or cancelled any claims or any debt in excess of $5,000 or released or waived
any rights or claims, except in the ordinary course of business consistent with
reasonable past practice;

(f) mortgaged, pledged or subjected to any security interest, lien,
lease or other charge or encumbrance any of its properties or assets (other than
statutory liens arising in the ordinary course of business consistent with
reasonable past practice or other liens that do not materially detract from the
value or interfere with the use of such properties or assets);

(g) suffered any damages or destruction to or loss of any assets
(whether or not covered by insurance) that has resulted, or might reasonably be
expected to result, individually or in the aggregate, in a Material Adverse
Effect;

(h) acquired or disposed of any assets having an aggregate value in
excess of $5,000, except in the ordinary course of business consistent with
reasonable past practice or except as contemplated in this Agreement;

(i) written up or written down the carrying value of any of its assets,
other than accounts receivable in the ordinary course of business consistent
with reasonable past practice;

(j) changed the costing system or depreciation methods of accounting for
its assets;

(k) lost or terminated any employee, patient, customer or supplier that
has resulted, or might reasonably be expected to result, individually or in the
aggregate, in a Material Adverse Effect;

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(l) increased the compensation of any Owner, director, officer, key
employee or consultant;

(m) increased the compensation of any employee (except for increases in
the ordinary course of business consistent with reasonable past practice) or
hired any new employee who, in either case, is expected to receive annualized
compensation of $15,000 or more;

(n) made any payments of cash or assets to or loaned any money or assets
to any person or entity referred to in Section 3.26;

(o) formed, or acquired or disposed of any interest in, any corporation,
partnership, joint venture, limited liability company or other entity;

(p) redeemed, purchased or otherwise acquired, or sold, granted or
otherwise disposed of, directly or indirectly, any of its capital stock,
securities or other ownership interests or any rights to acquire such capital
stock, securities or other ownership interests, or agreed to change the terms
and conditions of any such capital stock, securities or other ownership
interests or rights;

(q) entered into any agreement providing for total payments in excess of
$5,000 in any 12 month period with any person or group, or modified or amended
in any material respect the terms of any such existing agreement, except in the
ordinary course of business consistent with reasonable past practice;

(r) entered into, adopted or amended any Employee Benefit Plan, except
as contemplated hereby; or

(s) entered into any commitment or transaction, or experienced any
event, that would materially interfere with its performance under this Agreement
or any other agreements or document executed or to be executed pursuant to this
Agreement or otherwise has resulted, or might reasonably be expected to result,
individually or in the aggregate, in a Material Adverse Effect.

SECTION 3.15. TITLE; LEASED ASSETS.

(a) REAL PROPERTY. The Company does not own any interest in any real
property, other than leasehold interests referred to in Schedule 3.15. The
leased real property referred to in Schedule 3.15 constitutes the only real
property that has been necessary for the conduct of the Company's business.

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Company's business. Upon consummation of the transactions contemplated hereby,
AMP Subsidiary will have good and marketable title to the Assets, free and clear
of all security interests, liens, claims and encumbrances, other than statutory
liens and contractual liens of landlords arising in the ordinary course of
business or other liens that do not materially detract from the value or
interfere with the use of such properties or assets.

(c) LEASES. A list and brief description of (i) all leases of real
property and (ii) leases of personal property involving rental payments within
any 12-month period in excess of $5,000, in either case to which the Company is
a party, either as lessor or lessee, are set forth in Schedule 3.15. All such
leases are valid and, to the knowledge of the Company, enforceable in accordance
with their respective terms.

SECTION 3.16. COMMITMENTS. Except as set forth in Schedule 3.16, the
Company is not a party to nor is it bound by, nor are any of its partnership
interests subject to, nor are the assets or the business of the Company bound
by, whether or not in writing, any of the following (collectively, the
"Commitments"):

(i) partnership or joint venture agreement;

(ii) guaranty or suretyship, indemnification or contribution
agreement or performance bond;

(iii) debt instrument, loan agreement or other obligation
relating to indebtedness for borrowed money or money lent or to be lent
to another;

(iv) contract to purchase real property;

(v) agreement with dealers or sales or commission agents, public
relations or advertising agencies, accountants or attorneys (other than
in connection with this Agreement and the transactions contemplated
hereby) involving total payments within any 12-month period in excess of
$5,000 and that is not terminable on 30 days' notice with or without
penalty;

(vi) agreement relating to any matter or transaction involving
more than $5,000 in the aggregate;

(vii) powers of attorney;

(viii) contracts containing noncompetition covenants;

(ix) agreement providing for the purchase from a supplier of all
or substantially all of the requirements of the Company of a particular
product or service; or

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(x) any other agreement or commitment not made in the ordinary
course of business or that is material to the Company's business,
operations, condition (financial or otherwise), results of operations or
prospects.

True, correct and complete copies of the written Commitments, and true, correct
and complete written descriptions of the oral Commitments, have been delivered
to AMP. Except as set forth in Schedule 3.16, there are no existing or asserted
defaults, events of default or events, occurrences, acts or omissions that, with
the giving of notice or lapse of time or both, would constitute defaults by the
Company or, to the best knowledge of the Company, any other party to a material
Commitment, and no penalties have been incurred nor are amendments pending with
respect to any material Commitment, except as described in Schedule 3.16. The
Commitments are in full force and effect and are valid and enforceable
obligations of the Company and, to the best knowledge of the Company, the other
parties thereto in accordance with their respective terms, and no defenses,
off-sets or counterclaims have been asserted or, to the best knowledge of the
Company, may be made by any party thereto (other than by the Company) nor has
the Company waived any rights thereunder, except as described in Schedule 3.16.
Except as disclosed specifically in Schedule 3.16, (i) none of the Company or
any Owner has received notice of any plan or intention of any other party to any
Commitment to exercise any right to cancel or terminate any Commitment, and
neither the Company nor any Owner knows of any fact that would justify the
exercise of such a right and (ii) none of the Company or any Owner currently
contemplates, or has a reason to believe any other person currently
contemplates, any amendment or change to any Commitment.

SECTION 3.17. INSURANCE. The Company, each Owner and each Physician
Employee carry property, liability, malpractice, workers' compensation and such
other types of insurance pursuant to the insurance policies listed and described
in Schedule 3.17 (the "Insurance Policies"). The Insurance Policies are all of
the insurance policies of the Company, the Owners and the Physician Employees
relating to the Company. All of the Insurance Policies are issued by insurers of
recognized responsibility, and, to the best knowledge of the Company, are valid
and enforceable policies. All Insurance Policies have been maintained in force
without interruption up to and including the Closing Date. True, complete and
correct copies of all Insurance Policies have been provided to AMP. Except as
set forth in Schedule 3.17, none of the Company, any Owner or any Physician
Employee has received any notice or other communication from any issuer of any
Insurance Policy cancelling such policy, materially increasing any deductibles
or retained amounts thereunder or materially increasing the annual or other
premiums payable thereunder, and, to the actual knowledge of the Company, no
such cancellation or increase of deductibles, retainages or premiums is
threatened. Except as set forth on Schedule 3.17, none of the Company, any Owner
or any Physician Employee has any outstanding claims, settlements or premiums
owed against any Insurance Policy, and the Company, each Owner and each
Physician Employee has given all notices or has presented all potential or
actual claims under any Insurance Policy in a due and timely fashion. Except as
set forth on Schedule 3.17, none of the Company, any Owner or any Physician
Employee has filed a written application for any professional liability
insurance coverage that has been denied by an insurance agency or carrier, and
the Company, each Owner and each Physician Employee

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has been continuously insured for professional malpractice claims for at least
the past seven years (or such shorter periods of time that the Company has been
in existence or any Owner or Physician Employee has been licensed to practice
medicine). Schedule 3.17 also sets forth a list of all claims under any
Insurance Policy in excess of $5,000 per occurrence filed by the Company, any
Owner or any Physician Employee during the immediately preceding five years.

SECTION 3.18. PROPRIETARY RIGHTS AND INFORMATION. Set forth in Schedule
3.18 is a true and correct description of the following (the "Proprietary
Rights"):

(a) all trademarks, trade-names, service marks and other trade
designations, including common law rights, registrations and applications
therefor, and all patents and applications therefor currently owned, in whole or
in part, by the Company, and all licenses, royalties, assignments and other
similar agreements relating to the foregoing to which the Company is a party
(including expiration date, if applicable); and

(b) to its actual knowledge, all agreements relating to technology,
know-how or processes that the Company is licensed or authorized to use by
others (other than technology, know-how or processes generally available to
other health care providers) or which it licenses or authorizes others to use.
To its actual knowledge, the Company owns or has the legal right to use the
Proprietary Rights, without conflicting, infringing or violating the rights of
any other person. Except as disclosed in Schedule 3.18, to the actual knowledge
of the Company no consent of any person will be required for the use of the
Proprietary Rights by AMP Subsidiary upon consummation of the transactions
contemplated hereby, and the Proprietary Rights are freely transferable. No
claim has been asserted by any person to the ownership or for infringement by
the Company of the proprietary right of any other person, and the Company does
not know of any valid basis for any such claim. To its actual knowledge, the
Company has the right to use, free and clear of any adverse claims or rights of
others, all trade secrets, customer lists and proprietary information required
for the marketing of all merchandise and services formerly or presently sold or
marketed by it.

SECTION 3.19. TAXES.

(a) FILING OF TAX RETURNS. The Company has duly and timely filed (in
accordance with any extensions duly granted by the appropriate governmental
agency, if applicable) with the appropriate governmental agencies all material
Tax Returns and reports required to be filed in the United States, any state or
any political subdivision thereof or any foreign jurisdiction. All such Tax
Returns or reports are complete and accurate in all material respects and
properly reflect the Taxes of the Company for the periods covered thereby.

(b) PAYMENT OF TAXES. To the actual knowledge of the Company, except for
such items as the Company may be disputing in good faith by proceedings in
compliance with applicable law, which are described in Schedule 3.19(b) and are
adequately accrued for, (i) the Company has paid all Taxes that have become due
(including those related to employment) and has properly accrued, in accordance
with generally accepted accounting principles, on its books

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and records for all of the same that have not yet become due and (ii) the
Company is not delinquent in the payment of any Tax.

(c) NO PENDING DEFICIENCIES, DELINQUENCIES, ASSESSMENTS OR AUDITS.
Except as set forth in Schedule 3.19(c), the Company has not received any notice
that any Tax deficiency or delinquency has been asserted against the Company. To
the actual knowledge of the Company, there is no unpaid assessment, proposal for
additional Taxes, deficiency or delinquency in the payment of any of the Taxes
of the Company that could be asserted by any Taxing authority. There is no
Taxing authority audit of the Company pending, or, to the actual knowledge of
the Company, threatened, and the results of any completed audits are properly
reflected in the Financial Statements. To the actual knowledge of the Company,
the Company has not violated in any material respect any federal, state, local
or foreign Tax law.

(d) NO EXTENSION OF LIMITATION PERIOD. The Company has not granted an
extension to any taxing authority of the limitation period during which any Tax
liability may be assessed or collected.

(e) ALL WITHHOLDING REQUIREMENTS SATISFIED. To the actual knowledge of
the Company, all monies required to be withheld by the Company and paid to
governmental agencies for all income, social security, unemployment insurance,
sales, excise, use and other Taxes have been collected or withheld and paid to
the respective governmental agencies.

(f) FOREIGN PERSON. The Company is not a foreign person, as such term is
referred to in Section 1445(f)(3) of the Code.

(g) SAFE HARBOR LEASE. None of the Assets of the Company constitutes
property that the Company, AMP or any Affiliate of AMP will be required to treat
as being owned by another person pursuant to the "Safe Harbor Lease" provisions
of Section 168(f)(8) of the Code prior to repeal by the Tax Equity and Fiscal
Responsibility Act of 1982.

(h) TAX EXEMPT ENTITY. None of the Assets of the Company are subject to
a lease to a "tax exempt entity" as such term is defined in Section 168(h)(2) of
the Code.

(i) COLLAPSIBLE CORPORATION. The Company has not at any time consented,
and the Owners will not permit the Company to elect, to have the provisions of
Section 341(f)(2) of the Code apply to it.

(j) BOYCOTTS. The Company has not at any time participated in or
cooperated with any international boycott as defined in Section 999 of the Code.

(k) PARACHUTE PAYMENTS. No payment required or contemplated to be made
by the Company has been or will be characterized as an "excess parachute
payment" within the meaning of Section 280G(b)(1) of the Code.

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(l) S CORPORATION. The Company has not made an election to be taxed as
an "S" corporation under Section 1362(a) of the Code.

(m) PERSONAL SERVICE CORPORATION. The Company is not nor has it been a
personal service corporation subject to the provisions of Section 269A of the
Code.

(n) PERSONAL HOLDING COMPANY. The Company is not nor has it been a
personal holding company within the meaning of Section 542 of the Code.

SECTION 3.20. COMPLIANCE WITH LAWS. To the actual knowledge of the
Company, the Company, each Owner and each Physician Employee have complied in
all material respects with, and are in compliance in all material respects with,
all applicable laws, regulations and licensing requirements and have filed with
the proper authorities all necessary statements and reports, except where the
failure to so comply or file would not, and is not reasonably expected to,
individually or in the aggregate, result in a Material Adverse Effect. To the
actual knowledge of the Company, there are no existing violations by the
Company, any Owner or any Physician Employee of any federal, state or local law
or regulation that could, individually or in the aggregate, result in a Material
Adverse Effect. To the actual knowledge of the Company, the Company, each Owner
and each Physician Employee possess all materially necessary licenses,
franchises, permits and governmental authorizations for the conduct of its, his
or her business as now conducted, all of which are listed (with expiration
dates, if applicable) in Schedule 3.20. Except as set forth in Schedule 3.20,
the transactions expressly contemplated by this Agreement will not result in a
default under or a breach or violation of, or adversely affect the rights and
benefits afforded by, any such licenses, franchises, permits or government
authorizations, except for any such default, breach or violation that would not,
and is not reasonably expected to, individually or in the aggregate, have a
Material Adverse Effect. Except as set forth in Schedule 3.20, none of the
Company, any Owner or any Physician Employee has received any notice from any
federal, state or other governmental authority or agency having jurisdiction
over its, his or her properties or activities, or any insurance or inspection
body, that its, his or her operations or any of its, his or her properties,
facilities, equipment or business practices fail to comply with any applicable
law, ordinance, regulation, building or zoning law or requirement of any public
or quasi-public authority or body, except where failure to so comply would not,
and is not reasonably expected to, individually or in the aggregate, have a
Material Adverse Effect.

SECTION 3.21. FINDER'S FEE. Except as set forth in Schedule 3.21, none
of the Company, any Owner or any of their Affiliates has incurred any obligation
for any finder's, broker's, agent's or similar fee in connection with the
transactions expressly contemplated hereby.

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of operations or prospects of the Company which (i) if successful, could, or
might reasonably be expected to, individually or in the aggregate, have a
Material Adverse Effect or (ii) could adversely affect the ability of the
Company or any Owner to effect the transactions contemplated hereby. None of the
Company, any Owner or any Physician Employee is (a) subject to any court or
administrative order, judgment, writ, injunction or decree or (b) in default
with respect to any such order, judgment, writ, injunction or decree. The
Company and the Owners have no actual knowledge of any valid basis for any such
action, proceeding or investigation. Except as set forth in Schedule 3.22, to
the actual knowledge of the Company, all medical malpractice claims asserted
against the Company or any of its Affiliates, general liability incidents and
incident reports have been submitted on a timely basis and in the proper manner
to the Company's insurer therefor. All claims made or threatened against the
Company in excess of its deductible are covered under its Insurance Policies.

SECTION 3.23. CONDITION OF FIXED ASSETS. All of the plants, structures
and equipment (the "Fixed Assets") used by the Company in its business are in
good condition and repair, subject to normal wear and tear, and conform in all
material respects with all applicable ordinances, regulations and other laws,
and the Company and the Owners have no actual knowledge of any material latent
defects therein.

SECTION 3.24. DISTRIBUTIONS AND REPURCHASES. Except as described in
Schedule 3.24, no distribution, payment or dividend of any kind has been
declared or paid by the Company on any of its ownership interests since the
Balance Sheet Date. No repurchase of any of the Company's ownership interests
has been approved or effected or is pending or contemplated by the Board of
Directors of the Company.

SECTION 3.25. BANKING RELATIONS. Set forth in Schedule 3.25 is a
complete and accurate list of all borrowing and investing arrangements that the
Company has with any bank or other financial institution, indicating with
respect to each relationship the type of arrangement maintained (such as
checking account, borrowing arrangements, safe deposit box, etc.) and the person
or persons authorized in respect thereof.

SECTION 3.26. INTERESTED PERSONS; AFFILIATIONS. Except as set forth in
Schedule 3.26, no Owner, Physician Employee, officer, employee or director of
the Company, or any of their respective spouses, children or Affiliates, owns,
directly or indirectly, on an individual or joint basis, any interest in, has a
compensation or other financial arrangement with or serves as an officer or
director of any customer or supplier of the Company or any organization that has
a contract or arrangement with the Company. Except as set forth in Schedule
3.26, none of the Company, any of its directors, officers, employees or
consultants, any Owner, any Physician Employee or any Affiliate of any such
person is, or within the last five years was, a party to any contract, lease,
agreement or arrangement, including, but not limited to, any joint venture or
consulting agreement, with any physician, hospital, pharmacy, home health agency
or other person that is in a position to make or influence referrals to, or
otherwise generate business for, the Company.

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SECTION 3.27. ENVIRONMENTAL MATTERS.

(a) ENVIRONMENTAL LAWS. To the actual knowledge of the Company, neither
the Company nor any of its assets is currently in violation of, or subject to
any existing, pending or, to the actual knowledge of the Company, threatened
investigation or inquiry by any governmental authority or to any remedial
obligations under, any Environmental Law.

(b) PERMITS. To its actual knowledge, the Company is not required to
obtain, by reason of any Environmental Law, any permits, licenses or similar
authorizations to occupy, operate or use any buildings, improvements, fixtures
or equipment owned or leased by the Company.

(c) SUPERFUND LIST. None of the assets owned or leased by the Company
are on any federal or state "Superfund" list or subject to any environmentally
related liens.

SECTION 3.28. CERTAIN PAYMENTS. None of the Company, any director,
officer or employee of the Company, any Owner by his or her own act or any of
their respective Affiliates has paid, caused to be paid or received, directly or
indirectly:

(a) to or from any government or agency thereof or any agent of any
supplier or customer, any bribe, kick-back or other similar payment; or

(b) any contribution to any political party or candidate, other than
from personal funds not reimbursed by their respective employers or as otherwise
permitted by applicable law.

SECTION 3.29. MEDICAL WASTE. To the actual knowledge of the Company,
with respect to the generation, transportation, treatment, storage, disposal or
other handling of Medical Waste, the Company has complied with all Medical Waste
Laws.

SECTION 3.30. MEDICARE AND MEDICAID PROGRAMS. The Company, each Owner
and each Physician Employee are qualified for participation in the Medicare and
Medicaid programs and are parties to provider agreements for such programs that
are in full force and effect with no events of default having occurred
thereunder. To its actual knowledge, the Company, each Owner and each Physician
Employee have timely filed all claims or other reports required to be filed
prior to the Effective Date with respect to the purchase of services by
third-party payors ("Payors"), including but not limited to Medicare and
Medicaid programs. To the actual knowledge of the Company, all such claims or
reports are complete and accurate in all material respects. The Company, each
Owner and each Physician Employee has paid or has properly recorded on the
Financial Statements all actually known and undisputed refunds, discounts or
adjustments that have become due pursuant to such claims, and none of the
Company, any Owner or any Physician Employee has any material liability to any
Payor with respect thereto, except as has been reserved for in the Balance
Sheet. There are no pending appeals, overpayment determinations, adjustments,
challenges, audits, litigation or notices of intent to reopen Medicare and/or
Medicaid claims determinations or other reports required to be filed by

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the Company, any Owner or any Physician Employee in order to be paid by a Payor
for services rendered. None of the Company, any of its directors, officers,
employees, consultants or Owners or any of their respective Affiliates has been
convicted of, or pled guilty or nolo contendere to, patient abuse or neglect or
any other Medicare or Medicaid program-related offense. None of the Company or
any of its directors, officers, Owners or, to the best of the Company's actual
knowledge, its employees, consultants or any of the aforesaid persons'
respective Affiliates has committed any offense that may serve as the basis for
the Company's suspension or exclusion from the Medicare and Medicaid programs,
including, but not limited to, defrauding a government program, loss of a
license to provide health care services or failure to provide quality care.

SECTION 3.31. FRAUD AND ABUSE. The Company, the Owners, the Physician
Employees and all other persons and entities providing professional services for
or on behalf of the Company, to their actual knowledge, have not engaged in any
activities that are prohibited under 42 U.S.C. ss.ss. 1320a-7, 7a or 7b or 42
U.S.C. ss. 1395nn (subject to the exceptions set forth in such legislation) or
the regulations promulgated thereunder or pursuant to similar state or local
statutes or regulations or that are prohibited by rules of professional conduct,
including, but not limited to, the following:

(a) knowingly and willfully making or causing to be made a false
statement or representation of a material fact in any application for any
benefit or payment;

(b) knowingly and willfully making or causing to be made a false
statement or representation of a material fact for use in determining rights to
any benefit or payment;

(c) failure to disclose knowledge by a Medicare or Medicaid claimant of
the occurrence of any event affecting the initial or continued right to any
benefit or payment on their own behalf or on behalf of another with intent to
fraudulently secure such benefit or payment;

(d) knowingly and willfully offering, paying or soliciting or receiving
any remuneration (including any kickback, bribe or rebate), directly or
indirectly, overtly or covertly, in cash or in kind (i) in return for referring
an individual to a person for the furnishing or arranging for the furnishing of
any item or service for which payment may be made in whole or in part by
Medicare or Medicaid or (ii) in return for purchasing, leasing or ordering or
arranging or recommending purchasing, leasing or ordering any good, facility,
service or item for which payment may be made in whole or in part by Medicare or
Medicaid; or

(e) referring a patient for designated health services (as defined in 42
U.S.C. ss. 1395nn) to or providing designated health services to a patient upon
a referral from an entity or person with which the physician or an immediate
family member has a financial relationship and to which no exception under 42
U.S.C. ss. 1395nn applies.

SECTION 3.32. PAYORS. Schedule 3.32 sets forth a true, correct and
complete list of the names and addresses of each Payor, including any private
pay patient as a single payor, of the

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Company's services that accounted for more than 5% of the aggregate revenues of
the Company in the five previous fiscal years. Except as set forth in Section
3.32, the Company has good relations with such Payors, and none of such Payors
has notified the Company that it intends to discontinue its relationship with
the Company or to deny any claims submitted to such Payor for payment.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE OWNERS

Each of the Owners (in proportion to each such Owner's respective
ownership of the Company), severally, represents and warrants to AMP and AMP
Subsidiary that the following are true and correct as of the Closing Date:

SECTION 4.1. VALIDITY; OWNER'S CAPACITY. This Agreement and each other
agreement contemplated hereby has been or will be, as the case may be, as of the
Closing Date duly executed and delivered by the Owner and constitute or will
constitute, as the case may be, legal, valid and binding obligations of the
Owner, enforceable against the Owner in accordance with their respective terms.
The Owner has legal capacity to enter into and perform this Agreement and the
other such agreements to which the Owners are a party.

SECTION 4.2. NO VIOLATION. Neither the execution, delivery or
performance of this Agreement or the other agreements of the Owner contemplated
hereby nor the consummation of the transactions contemplated hereby or thereby
will (a) conflict with, result in a violation or breach of the terms, conditions
or provisions of or constitute a default under any agreement, indenture or other
instrument by which any Owner is bound or to which any of the ownership
interests in the Company are subject, or result in the creation or imposition of
any security interest, lien, charge or encumbrance upon any of the ownership
interests in the Company or (b) to the actual knowledge of each Owner, violate
or conflict with any judgment, decree, order, statute, rule or regulation of any
court or any public, governmental or regulatory agency or body.

SECTION 4.3. PERSONAL HOLDING COMPANIES; CONTROL OF RELATED BUSINESSES.
The Owner owns no ownership interests in the Company, directly or indirectly,
beneficially or of record, through a personal holding company. Except as set
forth in Schedule 4.3, the Owner controls no other business that is in the same
or similar line of business as the Company or that has or is engaged in a
transaction with the Company.

SECTION 4.4. TRANSFERS OF OWNERSHIP INTERESTS. Set forth in Schedule 4.4
is a list of all transfers or other transactions involving ownership interests
in the Company. All such transfers by the Owner were made for valid business
reasons and not in anticipation or contemplation of the consummation of the
transactions contemplated by this Agreement.

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SECTION 4.5. ACCREDITED INVESTOR STATUS. Except as set forth in Schedule
4.5, Owner is an "accredited investor" as defined in Rule 501(a) under the
Securities Act.

SECTION 4.6. CONSENTS. Except as specifically disclosed pursuant to
Article III, no consent, authorization or approval of any person is required to
authorize, or is required in connection with, the Owner's execution, delivery
and performance of this Agreement or the agreements contemplated hereby.

SECTION 4.7. CERTAIN PAYMENTS. Owner has not paid, caused to be paid or
received, directly or indirectly, in connection with the business of the
Company:

(a) to or from any government or agency thereof or any agent of any
supplier or customer, any bribe, kick-back or similar payment; or

(b) any contribution to any political party or candidate, other than
from personal funds not reimbursed by the Company or as otherwise permitted by
applicable law.

SECTION 4.8. FINDER'S FEE. Except as set forth in Schedule 4.8, Owner
has not incurred any obligation for any finder's, broker's, agent's or similar
fee in connection with the transactions contemplated hereby.

SECTION 4.9. INTERESTED PERSONS; AFFILIATIONS. Except as set forth in
Schedule 4.9, no Owner and no Owner's spouse, children or Affiliates owns,
directly or indirectly, on an individual or joint basis, any interest in, has a
compensation or other financial arrangement with or serves as an officer or
director of, any customer or supplier of the Company or any organization that
has a contract or arrangement with the Company. No Owner or any of such Owner's
Affiliates is, or within the last five years was, a party to any contract,
lease, agreement or arrangement, including, but not limited to, any joint
venture or consulting agreement, with any physician, hospital, pharmacy, home
health agency or other person that is in a position to make or influence
referrals to, or otherwise generate business for, the Company.

SECTION 4.10. INVESTMENTS IN COMPETITORS. Except as disclosed in
Schedule 4.10, Owner does not own, directly or indirectly, any interests or has
any investment in any person that is a competitor of the Company.

SECTION 4.11. DISPOSITION OF AMP SHARES. No Owner presently intends to
dispose of any shares of AMP Common Stock received pursuant hereto or is a party
to any plan, arrangement or agreement for the disposition of such shares, other
than this Agreement and the Registration Rights Agreement.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF AMP AND AMP SUBSIDIARY

AMP and AMP Subsidiary each represent and warrant to the Company and the
Owners that the following are true and correct as of the Closing Date:

SECTION 5.1. ORGANIZATION AND GOOD STANDING. AMP is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, with all requisite corporate power and authority to carry on the
business in which it is engaged, to own the properties it owns, to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
Prior to the Closing, neither AMP nor AMP Subsidiary will have had any
operations, other than in connection with its formation and capitalization and
the transactions contemplated by this Agreement and the Other Agreements.

SECTION 5.2. CAPITALIZATION OF AMP. The authorized and outstanding
capital stock of AMP are as disclosed in the Registration Statement.

SECTION 5.3. CAPITALIZATION OF AMP SUBSIDIARY. AMP owns all of the
outstanding capital stock of AMP Subsidiary. AMP Subsidiary does not have any
bonds, debentures, notes or other obligations the holders of which will have the
right to vote (or will be convertible into or exercisable for securities having
the right to vote) with the stockholders of AMP Subsidiary on any matter. There
exist no options, warrants, subscriptions or other rights to purchase, or
securities convertible into or exchangeable for, any of the authorized or
outstanding securities of AMP Subsidiary, and no option, warrant, call,
conversion right or commitment of any kind will exist that obligates AMP
Subsidiary to issue any of its authorized but unissued capital stock. AMP
Subsidiary has no obligation (contingent or otherwise) to purchase, redeem or
otherwise acquire any of its equity securities or any interests therein or to
pay a dividend or make any distribution in respect thereof. No stockholder of
AMP Subsidiary has granted options or other rights to purchase any shares of AMP
Subsidiary Common Stock from such stockholder.

SECTION 5.4. AUTHORIZATION AND VALIDITY. The execution, delivery and
performance by AMP and AMP Subsidiary of this Agreement and the other agreements
contemplated hereby, and the consummation of the transactions contemplated
hereby and thereby, have been duly authorized by AMP and AMP Subsidiary. This
Agreement and each other agreement contemplated hereby to be executed by AMP and
AMP Subsidiary have been or will be, as the case may be, as of the Closing Date
duly executed and delivered by AMP and AMP Subsidiary and constitute or will
constitute, as the case may be, legal, valid and binding obligations of AMP and
AMP Subsidiary.

SECTION 5.5. NO VIOLATION. Neither the execution, delivery or
performance of this Agreement or the other agreements contemplated hereby nor
the consummation of the transactions contemplated hereby or thereby will (a)
conflict with, result in a violation or breach

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of the terms, conditions and provisions of or constitute a default under the
Certificate of Incorporation or Bylaws of AMP or AMP Subsidiary or any
agreement, indenture or other instrument by which AMP or AMP Subsidiary is or
will be, as of the Closing, bound or (b) except as would not, individually or in
the aggregate, have a material adverse effect on the business, operations,
condition (financial or otherwise) or results of operations of AMP or AMP
Subsidiary, violate or conflict with any judgment, decree, order, statute, rule
or regulation of any court or any public, governmental or regulatory agency or
body having jurisdiction over AMP or AMP Subsidiary or the properties or assets
of AMP or AMP Subsidiary.

SECTION 5.6. FINDER'S FEE. To their actual knowledge, neither AMP nor
AMP Subsidiary has incurred any obligation for any finder's, broker's, agent's
or similar fee in connection with the transactions contemplated hereby.

SECTION 5.7. CAPITAL STOCK. The issuance and delivery by AMP of shares
of AMP Common Stock in connection with the Acquisition will be duly and validly
authorized by all necessary corporate action on the part of AMP. The shares of
AMP Common Stock to be issued in connection with the Acquisition, when issued in
accordance with the terms of this Agreement, will be validly issued, fully paid
and nonassessable and will not have been issued in violation of any preemptive
rights, rights of first refusal or similar rights of any AMP stockholders.

SECTION 5.8. CONSENTS. Except as have been obtained or as may be
required by the exchange or automated quotation system on which the AMP Common
Stock may be listed or under the applicable state Business Corporation Act, the
Exchange Act, the Securities Act or state securities laws, no consent,
authorization, approval, permit or license of, or filing with, any governmental
or public body or authority, any lender, any lessor or any other person is
required to authorize, or is required in connection with, the execution,
delivery and performance of this Agreement or the agreements contemplated hereby
on the part of AMP or AMP Subsidiary.

SECTION 5.9. LIABILITIES AND OBLIGATIONS. To the actual knowledge of
AMP, the Registration Statement will reflect material liabilities of AMP, except
for liabilities or obligations incurred in the ordinary course of business
consistent with reasonable past practice. To its actual knowledge, AMP is not
liable upon or with respect to, or obligated in any other way to provide a
material amount of funds in respect of or to guarantee or assume in any manner,
any debt, obligation or dividend of any person, corporation, association,
partnership, joint venture, trust or other entity, and AMP does not know of any
valid basis for the assertion of any claims or liabilities of any nature or in
any amount.

SECTION 5.10. EMPLOYEE BENEFIT PLANS. Schedule 5.10 contains a complete
and accurate list of all employee benefit plans (within the meaning of Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) sponsored by AMP or to which AMP contributes on behalf of its
employees and all employee benefit plans previously sponsored or contributed to
on behalf of its employees within the five years preceding the date hereof (the
"AMP Employee Benefit Plans").

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SECTION 5.11. TAXES.

(a) FILING OF TAX RETURNS. To its actual knowledge, AMP has duly and
timely filed (in accordance with any extensions duly granted by the appropriate
governmental agency, if applicable) with the appropriate governmental agencies
all material Tax Returns and reports required to be filed in the United States,
any state or any political subdivision thereof or any foreign jurisdiction. All
such Tax Returns or reports are complete and accurate in all material respects
and properly reflect the Taxes of AMP for the periods covered thereby.

(b) PAYMENT OF TAXES. To its actual knowledge, except for such items as
AMP may be disputing in good faith by proceedings in compliance with applicable
law, (i) AMP has paid all Taxes, penalties, assessments and interest that have
become due with respect to any Tax Return that it has filed (including those
related to employment) and has properly accrued on its books and records for all
of the same that have not yet become due and (ii) AMP is not delinquent in the
payment of any Tax, assessment or governmental charge.

(c) NO PENDING DEFICIENCIES, DELINQUENCIES, ASSESSMENTS OR AUDITS. To
its actual knowledge, AMP has not received any notice that any Tax deficiency or
delinquency has been asserted against AMP. There is no unpaid assessment,
proposal for additional Taxes, deficiency or delinquency in the payment of any
of the Taxes of AMP that could be asserted by any Taxing authority. There is no
Taxing authority audit of AMP pending, or, to the actual knowledge of AMP,
threatened, and the results of any completed audits are properly reflected in
the Financial Statements. AMP has not violated in any material respect any
federal, state, local or foreign Tax law.

(d) NO EXTENSION OF LIMITATION PERIOD. AMP has not granted an extension
to any taxing authority of the limitation period during which any Tax liability
may be assessed or collected.

SECTION 5.12. COMPLIANCE WITH LAWS. Except as disclosed in the
Registration Statement and to the actual knowledge of AMP, AMP and its
predecessors have complied in all material respects with, and are in compliance
in all material respects with, all applicable laws, regulations (including
applicable state and federal securities laws) and licensing requirements and has
filed with the proper authorities all necessary statements and reports, except
where the failure to so comply or file would not, and is not reasonably expected
to, individually or in the aggregate, result in a Material Adverse Effect. There
are no existing violations by AMP of any federal, state or local law or
regulation that could, individually or in the aggregate, result in a Material
Adverse Effect. To its actual knowledge, AMP has not received any notice from
any federal, state or other governmental authority or agency having jurisdiction
over its, his or her properties or activities, or any insurance or inspection
body, that its, his or her operations or any of its, his or her properties,
facilities, equipment or business practices fail to comply with any applicable
law, ordinance, regulation, building or zoning law or requirement of any public
or quasi-public authority or body, except where failure to so comply would not,
and is not reasonably expected to, individually or in the aggregate, have a
Material Adverse Effect.

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SECTION 5.13. LITIGATION. Except as disclosed in the Registration
Statement and to the actual knowledge of AMP, there are no material legal
actions, administrative proceedings or investigations instituted, or, to the
actual knowledge of AMP, threatened, against AMP. AMP is not (a) subject to any
material court or administrative order, judgment, writ, injunction or decree or
(b) in default with respect to any such order, judgment, writ, injunction or
decree. AMP has no actual knowledge of any valid basis for any such material
action, proceeding or investigation. To the actual knowledge of AMP, all
material claims asserted against AMP, general liability incidents and incident
reports have been submitted on a timely basis and in the proper manner to AMP's
insurer therefor. To AMP's knowledge, all material claims made or threatened
against AMP in excess of its deductible would be covered under insurance
policies.

ARTICLE VI

COVENANTS OF THE COMPANY AND THE OWNERS

The Company and the Owners (in proportion to each such Owner's
respective ownership of the Company) agree that between the date hereof and the
Closing:

SECTION 6.1. CONSUMMATION OF AGREEMENT. The Company and the Owners will
use their commercially reasonable best efforts to cause the consummation of the
transactions contemplated hereby in accordance with their terms and conditions.

SECTION 6.2. BUSINESS OPERATIONS. The Company will operate its business
in the ordinary course. The Company and the Owners will use their commercially
reasonable best efforts to preserve the businesses of the Company intact.
Neither the Company nor any Owners will knowingly take any action that would,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect. Except as set forth in Schedule 6.2, the Company will use its
commercially reasonable best efforts to preserve intact its relationships with
Payors, referral sources, customers, suppliers, patients, employees and others
having significant business relations with it, unless doing so would impair its
goodwill or, individually or in the aggregate, result in a Material Adverse
Effect. The Company will collect its receivables and pay its trade payables in
the ordinary course of business consistent with reasonable past practice. On or
before the Closing Date, immediately prior to Closing, the Company will not
knowingly be engaged in the practice of medicine and will not knowingly provide
medical services.

SECTION 6.3. ACCESS. The Company and the Owners will, at reasonable
times during normal business hours and on reasonable notice, permit AMP and its
authorized representatives reasonable access to, and make available for
inspection, all of the assets and business of the Company, including its
employees, and permit AMP and its authorized representatives to inspect and make
copies of all documents, records (other than confidential portions of patient
medical records) and information with respect to the affairs of the Company as
AMP and its representatives may reasonably request, all for the sole purpose of
permitting AMP to become familiar with the businesses and assets and liabilities
of the Company.

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SECTION 6.4. TAX RETURNS. AMP will have the right to review the Tax
Returns of the Company after the Tax Return for the period through the Closing
Date has been filed.

SECTION 6.5. NOTIFICATION OF CERTAIN MATTERS. The Company and the Owners
will promptly inform AMP in writing of (a) any notice of, or other communication
relating to, a default or event that, with notice or lapse of time or both,
would become a default, received by the Company or any Owner subsequent to the
date of this Agreement and prior to Closing under any Commitment material to the
Company's condition (financial or otherwise), operations, assets, liabilities,
business or prospects and to which it is subject, (b) any event or information
that would cause the Company or any Owner to believe reasonably that any of
their respective representations and warranties under this Agreement to be
untrue or (c) any material adverse change in the Company's condition (financial
or otherwise), operations, assets, liabilities, business or prospects.

SECTION 6.6. APPROVALS OF THIRD PARTIES. The Company and the Owners will
use their commercially reasonable best efforts to secure, as soon as practicable
after the date hereof, all necessary approvals and consents of third parties to
the consummation of the transactions contemplated hereby, including, without
limitation, all necessary approvals and consents required under any real
property and personal property leases.

SECTION 6.7. EMPLOYEE MATTERS. Except as set forth in Schedule 6.7 or as
otherwise specifically contemplated by this Agreement, the Company will not,
without the prior written approval of AMP, which approval shall not be delayed
or unreasonably withheld, except as required by law:

(a) increase the Cash Compensation of any Owner or other employee of the
Company;

(b) adopt, amend or terminate any Compensation Plan;

(d) adopt, amend or terminate any Employee Policies and Procedures;

(e) adopt, amend or terminate any Employee Benefit Plan;

(f) take any action that could deplete the assets of any Employee
Benefit Plan, other than payment of benefits in the ordinary course to
participants and beneficiaries;

(g) fail to pay any premium or contribution due or with respect to any
Employee Benefit Plan;

(h) fail to file any return or report with respect to any Employee
Benefit Plan;

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(i) institute, settle or dismiss any employment litigation, except as
could not, individually or in the aggregate, result in a Material Adverse
Effect;

(j) enter into, modify, amend or terminate any agreement with any union,
labor organization or collective bargaining unit; or

(k) take or fail to take any action with respect to any past or present
employee of the Company that would, individually or in the aggregate, result in
a Material Adverse Effect.

SECTION 6.8. CONTRACTS. Except with AMP's prior written consent, which
consent shall not be delayed or unreasonably withheld, the Company will not
assume or enter into any contract, lease, license, obligation, indebtedness,
commitment, purchase or sale that is material to the Company's business nor will
it waive any material right or cancel any material contract, debt or claim.

SECTION 6.9. CAPITAL ASSETS; PAYMENTS OF LIABILITIES. The Company will
not, without the prior written approval of AMP (a) acquire or dispose of any
capital asset having a fair market value of $5,000 or more or acquire or dispose
of any capital asset outside of the ordinary course of business or (b) discharge
or satisfy any lien or encumbrance or pay or perform any obligation or
liability, other than (i) liabilities and obligations reflected in the Financial
Statements or (ii) current liabilities and obligations incurred in the usual and
ordinary course of business since the Balance Sheet Date and, in either case (i)
or (ii) above, only as required by the express terms of the agreement or other
instrument pursuant to which the liability or obligation was incurred.

SECTION 6.10. MORTGAGES, LIENS AND GUARANTIES. The Company will not,
without the prior written approval of AMP, which consent shall not be delayed or
unreasonably withheld, enter into or assume any mortgage, pledge, conditional
sale or other title retention agreement, permit any security interest, lien,
encumbrance or claim of any kind to attach to any of its assets (other than
statutory liens and contractual liens of landlords arising in the ordinary
course of business and other liens that do not materially detract from the value
or interfere with the use of such assets), whether now owned or hereafter
acquired, or guarantee or otherwise become contingently liable for any
obligation of another, except obligations arising by reason of enforcement for
collection and other similar transactions in the ordinary course of business, or
make any capital contribution or investment in any person.

SECTION 6.11. ACQUISITION PROPOSALS. From the date of this Agreement
through November 1, 1997 (a) no Owner nor the Company nor any of their
respective officers, directors or partners will, and the Owners and the Company
will direct and use their best efforts to cause the Company's employees, agents
and representatives not to, initiate, solicit or encourage, directly or
indirectly, any inquiries or the making or implementation of any proposal or
offer with respect to a merger, acquisition, consolidation or similar
transaction involving, or any purchase of all or any significant portion of the
assets, any equity securities or partnership interests of the Company (any such
proposal or offer being hereinafter referred to as an

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"Acquisition Proposal") or engage in any negotiations concerning, or provide any
confidential information or data to, or have any discussions with, any person
relating to an Acquisition Proposal, or otherwise facilitate any effort or
attempt to make or implement an Acquisition Proposal; (b) each Owner and the
Company will immediately cease and cause to be terminated any existing
activities, discussions or negotiations with any parties conducted heretofore
with respect to any of the foregoing, and each will take the necessary steps to
inform the individuals or entities referred to in the first sentence hereof of
the obligations undertaken in this Section; and (c) the Owners and the Company
will notify AMP immediately if any such inquiries or proposals are received by,
any such information is requested from or any such negotiations or discussions
are sought to be initiated or continued with the Company or any Owner.

SECTION 6.12. DISTRIBUTIONS AND REPURCHASES. Except as set forth on
Schedule 6.12, no distribution, payment or dividend of any kind will be declared
or paid by the Company in respect of its partnership interests, nor will any
repurchase of any partnership interests of the Company be approved or effected.

SECTION 6.13. REQUIREMENTS TO EFFECT ACQUISITION. The Company and the
Owners will use their best efforts to take, or cause to be taken, all actions
necessary to effect the Acquisition under applicable law, including, without
limitation, the filing with the appropriate government officials of all
necessary documents in form approved by counsel for the parties to this
Agreement.

SECTION 6.14. FORMATION OF THE GROUP PRACTICE. The Owners, together with
other Doctors of Podiatric Medicine, will form and organize a group practice
(the "Group Practice"), which will be a professional limited liability company
whose operating agreement and other constitutive documents will be in form and
substance satisfactory to AMP. On the Closing Date, immediately prior to
Closing, the Company will transfer to the Owners all of the Company's right,
title and interest in and to, and obligations under, the Employee Benefit Plans.
On the Closing Date, immediately prior to Closing, the Company will transfer to
the Owners all contracts, agreements and other assets listed on Schedule 6.14
(to be delivered by the Company and the Owners prior to Closing, which schedule
will be subject to the approval of AMP, which approval shall not be unreasonably
withheld) which by law cannot be acquired by AMP Subsidiary because they relate
to the practice of medicine or podiatry, and the Owners will immediately
contribute such assets listed on Schedule 6.14 to the Group Practice, together
with such other assets as may be legally required, in exchange for the issuance
of all of the membership interests in the Group Practice. The Owners will not
permit the Group Practice to commence business until the Closing Date.

SECTION 6.15. ACCESS. The Company and the Owners will, at reasonable
times during normal business hours and on reasonable notice, permit AMP and its
authorized representatives reasonable access to, and make available for
inspection, all of the assets and records of the Group Practice, including tax
returns and related information, and permit AMP and its authorized
representatives to inspect and make copies of all such documents, records (other
than

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confidential portions of patient medical records) and information with respect
to the affairs of the Group Practice as AMP and its representatives may request.

SECTION 6.16. LICENSES AND PERMITS. The Company and the Owners will use
their best efforts to obtain all licenses, permits, approvals or other
authorizations required under any law, statute, rule, regulation or ordinance,
or otherwise necessary or desirable, to provide the services of the Group
Practice, the Owners and the Physician Employees contemplated by the Management
Agreement, the Physician Engagement Agreements and the Physician Employment
Agreements and to conduct the intended business of the Group Practice.

SECTION 6.17. PHYSICIAN EMPLOYMENT AGREEMENTS. The Company and the
Owners will use their commercially reasonable best efforts to cause, at or
immediately prior to Closing, each Physician Employee (i) to terminate his or
her employment agreement, if any, with the Company by mutual consent without any
liability therefor on the part of the Company and (ii) to enter into a Physician
Employment Agreement with the Group Practice.

SECTION 6.18. DELIVERY OF SCHEDULES. The Company and the Owners will
deliver to AMP all schedules required to be delivered by them prior to the
Closing.

ARTICLE VII

COVENANTS OF AMP AND AMP SUBSIDIARY

AMP and AMP Subsidiary agree that between the date hereof and the
Closing:

SECTION 7.1. CONSUMMATION OF AGREEMENT. AMP will use its commercially
reasonable efforts to cause the consummation of the transactions contemplated
hereby in accordance with their terms and conditions and take all corporate and
other action necessary to approve the Acquisition.

SECTION 7.2. REQUIREMENTS TO EFFECT ACQUISITION. AMP will use its best
efforts to take, or cause to be taken, all actions necessary to effect the
Acquisition under applicable law, including, without limitation, the filing with
the appropriate government officials of all necessary documents in form approved
by counsel for the parties to this Agreement.

SECTION 7.3. NOTIFICATION OF CERTAIN MATTERS. AMP will promptly inform
the Company and the Owners in writing of any material adverse change in AMP's
prospects, proposed public offering, condition (financial or otherwise),
operations, assets, liabilities or business or (b) any event or information that
would cause AMP to believe reasonably that any of its respective representations
and warranties under this Agreement to be untrue.

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SECTION 7.4. APPROVALS OF THIRD PARTIES. AMP will use its best efforts
to secure, as soon as practicable after the date hereof, all necessary approvals
and consents of third parties to the consummation of the transactions
contemplated hereby.

SECTION 7.5. STOCK OPTION PLAN FOR ADVISORS AND CONSULTANTS. Prior to
Closing, AMP will adopt a non-statutory stock option plan for the benefit of
advisors and consultants to AMP (the "Advisors Plan"). Physician Employees who
agree to and serve as advisors or consultants to AMP may be eligible to receive
non-statutory options under the Advisors Plan.

SECTION 7.6. LICENSES AND PERMITS. AMP will use its best efforts to
obtain all licenses, permits, approvals or other authorizations required under
any law, statute, rule, regulation or ordinance, or otherwise necessary or
desirable, to consummate the transactions or provide the services contemplated
by the Management Agreement and to conduct the intended businesses of AMP and
AMP Subsidiary.

SECTION 7.7. DELIVERY OF SCHEDULES. AMP will deliver to the Company and
the Owners all schedules required to be delivered by it prior to the Closing.

SECTION 7.8. PROFESSIONAL LIABILITY INSURANCE. AMP will use commercially
reasonable methods to obtain for each Physician professional liability insurance
with a benefit date retroactive prior to the Closing Date ("Nose Coverage").

ARTICLE VIII

COVENANTS OF AMP, THE COMPANY AND THE OWNERS

AMP, the Company and the Owners agree as follows:

SECTION 8.1. FILINGS; OTHER ACTION.

(a) AMP will promptly prepare and file with the SEC the Registration
Statement on Form S-1 (or other appropriate Form) to be filed by AMP in
connection with its Initial Public Offering (including the prospectus
constituting a part thereof, the "Registration Statement"). AMP will obtain all
necessary state securities law or "Blue Sky" permits and approvals required to
carry out the transactions contemplated by this Agreement. The Company and the
Owners will cooperate as may be reasonably requested in connection with any such
action.

(b) Each of the Company, each Owner and AMP represents and warrants that
none of the documents supplied or to be supplied by it for inclusion in the
Registration Statement, by exhibit or otherwise, will, at the time the
Registration Statement and each amendment and supplement thereto, if any,
becomes effective under the Securities Act, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or

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necessary to make the statements therein, in the light of circumstances under
which they were made, not misleading.

(c) The Company will, upon request, furnish AMP with all information
concerning itself, its subsidiaries, directors, officers, partners and
stockholders and such other matters as may be reasonably requested by AMP in
connection with the preparation of the Registration Statement and each amendment
or supplement thereto, or any other statement, filing, notice or application
made by or on behalf of each such party or any of its subsidiaries to any
governmental entity in connection with the Acquisition and the other
transactions contemplated by this Agreement.

SECTION 8.2. AMENDMENT OF SCHEDULES. Each party hereto agrees that, with
respect to the representations and warranties of such party contained in this
Agreement, such party will have the continuing obligation until the Closing to
supplement or amend promptly the Schedules with respect to any matter that would
have been or would be required to be set forth or described in the Schedules in
order to not materially breach any representation, warranty or covenant of such
party contained herein; provided, that no amendment or supplement to a Schedule
that constitutes or reflects a material adverse change to the Company may be
made unless AMP consents to such amendment or supplement, and no amendment or
supplement to a Schedule that constitutes or reflects a material adverse change
to AMP may be made unless the Company and the Owners consent to such amendment
or supplement. For all purposes of this Agreement, including, without
limitation, for purposes of determining whether the conditions set forth herein
have been fulfilled, the Schedules hereto will be deemed to be the Schedules as
amended or supplemented with consent pursuant to this Section.

SECTION 8.3. PRORATION OF COSTS AND RENTS. All rents, personal property
taxes and other sums actually paid under the lease agreements between the
Company and its lessors pertaining to the Assets and all expenses and costs
related to the Assets for the month of Closing will be prorated as of the
Closing Date.

SECTION 8.4. MANAGEMENT AGREEMENT. At Closing, the Owners, on behalf of
and as members of the Group Practice, agree to cause the Group Practice to enter
into the Management Agreement with AMP.

SECTION 8.5. PHYSICIAN ENGAGEMENT AGREEMENTS. At or immediately prior to
Closing, each Owner will terminate his or her employment agreement, if any, with
the Company by mutual consent without any liability on the part of the Company
therefor and will enter into his or her Physician Engagement Agreement with the
Group Practice.

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ARTICLE IX

CONDITIONS PRECEDENT OF AMP

Except as may be waived in writing by AMP, or if this Agreement is
terminated pursuant to Article XIV, the obligations of AMP hereunder are subject
to the fulfillment at or prior to the Effective Date of each of the following
conditions:

SECTION 9.1. PROCEEDINGS. No action, proceeding or order by any court or
governmental body or agency will have been threatened, orally or in writing,
asserted, instituted or entered to restrain or prohibit the carrying out of the
transactions contemplated hereby.

SECTION 9.2. NO MATERIAL ADVERSE EFFECT. No Material Adverse Effect will
have occurred, whether or not such effect shall have been caused by the
deliberate act or omission of the Company or any Owner.

SECTION 9.3. GOVERNMENT APPROVALS AND REQUIRED CONSENTS. The Company,
the Owners, the Group Practice and AMP will have obtained all necessary
government and other third-party approvals and consents.

SECTION 9.4. SECURITIES APPROVALS. The Registration Statement will have
become effective under the Securities Act, and no stop order suspending the
effectiveness of the Registration Statement will have been issued and no
proceedings for that purpose will have been initiated or threatened by the SEC.
At or prior to the Effective Date, AMP will have received all state securities
and "Blue Sky" permits necessary to consummate the transactions contemplated
hereby. The AMP Common Stock will have been approved for listing on The Nasdaq
Stock Market, subject only to official notification of issuance.

SECTION 9.5. CLOSING DELIVERIES. AMP will have received all documents
and agreements, duly executed and delivered in form satisfactory to AMP,
referred to in Section 11.1.

SECTION 9.6. CHARTER AMENDMENT. The Company will have amended its
charter or other constitutive documents so that the Company is no longer a
"professional" corporation or other such "professional" legal entity.

ARTICLE X

CONDITIONS PRECEDENT OF THE COMPANY AND THE OWNERS

Except as may be waived in writing by the Company and the Owners, or if
this Agreement is terminated pursuant to Article XIV, the obligations of the
Company and the

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Owners hereunder are subject to fulfillment at or prior to the Effective Date of
each of the following conditions:

SECTION 10.1. PROCEEDINGS. No action, proceeding or order by any court
or governmental body or agency will have been threatened, orally or in writing,
asserted, instituted or entered to restrain or prohibit the carrying out of the
transactions contemplated hereby.

SECTION 10.2. GOVERNMENT APPROVALS AND REQUIRED CONSENTS. The Company,
the Owners, the Group Practice and AMP will have obtained all necessary
government and other third-party approvals and consents.

SECTION 10.3. SECURITIES APPROVALS. The Registration Statement will have
become effective under the Securities Act, and no stop order suspending the
effectiveness of the Registration Statement will have been issued and no
proceedings for that purpose will have been initiated or threatened by the SEC.
At or prior to the Effective Date, AMP will have received all state securities
and "Blue Sky" permits necessary to consummate the transactions contemplated
hereby. At or prior to the Effective Date, the AMP Common Stock will have been
approved for listing on The Nasdaq Stock Market, subject only to official
notification of issuance.

ARTICLE XI

CLOSING DELIVERIES

SECTION 11.1. DELIVERIES OF THE COMPANY AND THE OWNERS. At or prior to
the Closing Date, the Company and the Owners will deliver to AMP c/o Baker &
Hostetler LLP, counsel to AMP, the following, all of which will be in a form
satisfactory to AMP and will be held by Baker & Hostetler in escrow pending
Closing, pursuant to an escrow agreement in form and substance mutually
acceptable to the parties hereto:

(a) a copy of resolutions of the Board of Directors of the Company
authorizing the execution, delivery and performance of this Agreement and all
related documents and agreements and consummation of the Merger, certified by
the Secretary of the Company as being true and correct copies of the originals
thereof subject to no modification or amendment;

(b) a copy of resolutions or other consents of the Owners as members of
the Group Practice authorizing the execution, delivery and performance of the
Management Agreement, the Physician Engagement Agreements and the Physician
Employment Agreements, each certified by the Secretary of the Group Practice as
being true and correct copies of the originals thereof subject to no
modifications or amendments;

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(c) a certificate of the President of the Company and each Owner, dated
the Closing Date, as to the truth and correctness of the representations and
warranties of the Company and the Owners contained herein on and as of the
Closing Date;

(d) a certificate of the President or Managing Partner, as the case may
be, of the Company and each Owner, dated the Closing Date, (i) as to the
performance of and compliance in all material respects by the Company and the
Owners with all covenants contained herein on and as of the Closing Date and
(ii) certifying that all conditions precedent of the Company and the Owners to
the Closing Date have been satisfied;

(e) a certificate of the Secretary of the Company certifying as to the
incumbency of the directors and officers of the Company and as to the signatures
of such directors and officers who have executed documents delivered at Closing
on behalf of the Company;

(f) a certificate of the Group Practice certifying as to the incumbency
of the members of the Group Practice and as to the signatures of such members
who have executed documents delivered at the Closing on behalf of the Group
Practice;

(g) a certificate, dated within five days prior to the Closing Date, of
the Secretary of State of the respective states of organization of the Company
and the Group Practice establishing that such corporation or partnership is in
existence, has paid all franchise or similar taxes, if any, and, if applicable,
otherwise is in good standing to transact business in its state of organization;

(h) certificates, dated within five days prior to the Closing Date, of
the Secretaries of State of the states in which the Company or the Group
Practice is qualified to do business, to the effect that such corporation or
partnership is qualified to do business and, if applicable, is in good standing
as foreign corporation or partnership, as the case may be, in each of such
states;

(i) an opinion of counsel to the Company and the Owners, dated as of the
Closing Date;

(j) all authorizations, consents, approvals, permits and licenses
referenced in Section 3.8;

(k) the resignations of the partners of the Company as requested by AMP;

(l) the executed Management Services Agreement in substantially the form
attached hereto as Exhibit 11.1(l) (the "Management Agreement");

(m) an executed Physician Engagement Agreement between the Group
Practice and each Owner in substantially the form attached hereto as Exhibit
11.1(m) (the "Physician Engagement Agreements");

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(n) an executed Physician Employment Agreement between the Group
Practice and each Physician Employee in substantially the form attached hereto
as Exhibit 11.1(n) (the "Physician Employment Agreements");

(o) an executed Registration Rights Agreement among AMP, the Owners and
the Company in substantially the form attached hereto as Exhibit 11.1(o) (the
"Registration Rights Agreement");

(p) a nonforeign affidavit, as such affidavit is referred to in Section
1445(b)(2) of the Code, of each Owner, signed under a penalty of perjury and
dated as of the Closing Date, to the effect that such Owner is a United States
citizen or a resident alien (and thus not a foreign person) and providing such
Owner's United States taxpayer identification number; and

(q) such other instrument or instruments as may be necessary or
appropriate, as AMP or its counsel will reasonably request, to carry out and
effect the purpose and intent of this Agreement.

SECTION 11.2. DELIVERIES OF AMP. At or prior to the Closing Date, AMP
will deliver to the Company and the Owners c/o Baker & Hostetler LLP, counsel to
AMP, the following, all of which will be in a form satisfactory to the Company
and the Owners and will be held by Baker & Hostetler in escrow pending Closing,
pursuant to an escrow agreement in form and substance mutually acceptable to the
parties hereto:

(a) a copy of the resolution of the Board of Directors of AMP
authorizing the execution, delivery and performance of this Agreement, and all
related documents and agreements, certified by AMP's Secretary as being true and
correct copies of the originals thereof subject to no modifications or
amendments;

(b) a copy of resolutions of the Board of Directors of AMP authorizing
the execution, delivery and performance of the Management Agreement, certified
by the Secretary of AMP as being true correct copies of the originals thereof
subject to no modification or amendments;

(c) a certificate of an officer of AMP dated the Closing Date as to the
truth and correctness of the representations and warranties of AMP contained
herein on and as of the Closing Date;

(d) a certificate of an officer of AMP dated the Closing Date (i) as to
the performance and compliance by AMP with all covenants contained herein on and
as of the Closing Date and (ii) certifying that all conditions precedent of AMP
to the Closing have been satisfied;

(e) a certificate of the Secretary of AMP certifying as to the
incumbency of the officers of AMP who have executed documents delivered at the
Closing on behalf of AMP;

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(f) a certificate, dated within five days prior to the Closing Date, of
the Secretary of State of the respective states of incorporation of AMP and AMP
Subsidiary establishing that such corporation is in existence, has paid all
franchise or similar taxes, if any, and, if applicable, otherwise is in good
standing to transact business in its state of incorporation;

(g) certificates, dated within five days prior to the Closing Date, of
the Secretaries of State of the states in which AMP is qualified to do business,
to the effect that AMP is qualified to do business and, if applicable, is in
good standing as a foreign corporation in such state;

(h) an opinion of Baker & Hostetler, counsel to AMP, dated as of the
Closing Date;

(i) the executed Management Agreement;

(j) the executed Registration Rights Agreement;

(k) the Acquisition Consideration in accordance with Article II and
Annex I hereof; and

(l) such other instrument or instruments as may be necessary or
appropriate, as the Company, the Owners or their counsel may reasonably request,
to carry out and effect the purpose and intent of this Agreement.

ARTICLE XII

POST CLOSING MATTERS

SECTION 12.1. FURTHER INSTRUMENTS OF TRANSFER. Following the Closing, at
the request of AMP, the Owners and the Company will deliver any further
instruments of transfer and take all reasonable action as may be necessary or
appropriate to carry out the purpose and intent of this Agreement.

SECTION 12.2. ACQUISITION TAX COVENANT.

(a) The parties intend that the Acquisition, together with the
transactions contemplated by Other Agreements, will qualify as a transfer
pursuant to the requirements of Section 351 of the Code (a "Transfer").

(b) Both prior to and after the Closing, all books and records shall be
maintained, and all Tax Returns and schedules thereto shall be filed in a manner
consistent with the Acquisition being treated as a Transfer. Each party shall
provide to each other such tax information, reports, returns, or schedules as
may be reasonably required to assist such party in accounting for and reporting
the Acquisition as a Transfer.

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ARTICLE XIII

REMEDIES

SECTION 13.1. INDEMNIFICATION BY THE OWNERS AND THE COMPANY. Subject to
the terms and conditions of this Article XIII, each Owner to the extent of their
proportionate interest in the Company, and the Company agree to indemnify,
defend and hold AMP, AMP Subsidiary and their respective directors, officers,
members, managers, employees, agents, attorneys and affiliates harmless from and
against all losses, claims, obligations, demands, assessments, penalties,
liabilities, costs, damages, reasonable attorneys' fees and expenses
(collectively, "Damages"), as incurred, asserted against or incurred by such
indemnities arising out of or resulting from:

(a) a breach of any representation, warranty or covenant of the Company
or any Owner contained herein or in any schedule or certificate delivered
hereunder;

(b) any violation (or alleged violation) by the Owners, the Company
and/or any of their past or present directors, officers, members, partners,
managers, shareholders, employees (including, without limitation, Physician
Employees), agents, consultants and Affiliates of state or federal laws
governing healthcare fraud and abuse (including, but not limited to, fraud and
abuse in the Medicare and Medicaid programs) occurring on or before the Closing
Date, or any overpayment or obligation (or alleged overpayment or obligation)
arising out of or resulting from claims submitted to any third party payor
(including the Medicare and Medicaid programs) on or before the Closing Date; or

(c) any liability under the Securities Act, the Exchange Act or any
other federal or state "blue sky" or securities law or regulation, at common law
or otherwise, arising out of or based upon any untrue statement or alleged
untrue statement of a material fact relating to any Owner, the Company
(including its subsidiaries) or the Group Practice and provided to AMP or its
counsel by the Company or the Owners specifically for inclusion in any
preliminary prospectus, the Registration Statement or any prospectus forming a
part thereof, or any amendment thereof or supplement thereto, or arising out of
or based upon any omission or alleged omission to state therein a material fact
relating to any Owner, the Company (including its subsidiaries) or the Group
Practice required to be stated therein or necessary to make the statements
therein not misleading and not provided to AMP or its counsel by the Company or
any Owner.

(d) any obligation under a lease to which the Company is a party, which
arises after the Closing Date.

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against all Damages, as incurred, asserted against or incurred by such
indemnities arising out of or resulting from:

(a) a breach by AMP and AMP Subsidiary of any representation, warranty
or covenant of AMP or AMP Subsidiary contained herein or in any schedule or
certificate delivered hereunder; or

(b) any liability under the Securities Act, the Exchange Act or any
other federal or state "blue sky" or securities law or regulation, at common law
or otherwise, or arising out of or based upon any untrue statement or alleged
untrue statement of a material fact relating to AMP contained in the Private
Placement Memorandum, any preliminary prospectus, the Registration Statement or
any prospectus forming a part thereof, or any amendment thereof or supplement
thereto, or arising out of or based upon any omission or alleged omission to
state therein a material fact relating to AMP and the transactions contemplated
hereby (including its subsidiaries) required to be stated therein or necessary
to make the statements therein not misleading.

SECTION 13.3. INDEMNIFICATION PROCEDURES. All claims for indemnification
under this Agreement will be asserted and resolved as follows:

(a) A party claiming indemnification under this Agreement (an
"Indemnified Party") shall promptly (and, in any event, at least 10 days prior
to the due date for any responsive pleadings, filings or other documents) (i)
notify the party from whom indemnification is sought (the "Indemnifying Party")
of any third-party claim or claims asserted against the Indemnified Party
("Third Party Claim") that could give rise to a right of indemnification under
this Agreement and (ii) transmit to the Indemnifying Party a written notice
("Claim Notice") describing in reasonable detail the nature of the Third Party
Claim, a copy of all papers served with respect to such claim (if any), an
estimate of the amount of damages attributable to the Third Party Claim and the
basis of the Indemnified Party's request for indemnification under this
Agreement. The failure to promptly deliver a Claim Notice shall not relieve the
Indemnifying Party of its obligations to the Indemnified Party with respect to
the related Third Party Claim.

Within 30 days after receipt of any Claim Notice (the "Election
Period"), the Indemnifying Party shall notify the Indemnified Party (i) whether
the Indemnifying Party disputes its potential liability to the Indemnified Party
under this Article XIII with respect to such Third Party Claim or (ii) whether
the Indemnifying Party desires, at the sole cost and expense of the Indemnifying
Party, to defend the Indemnified Party against such Third Party Claim.

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The Indemnifying Party is hereby authorized, at the sole cost and expense of the
Indemnifying Party (but only if the Indemnified Party is entitled to
indemnification hereunder), to file, during the Election Period, any motion,
answer or other pleadings that the Indemnifying Party shall deem necessary or
appropriate to protect its interests or those of the Indemnified Party and not
prejudicial to the Indemnified Party. If requested by the Indemnifying Party,
the Indemnified Party agrees, at the sole cost and expense of the Indemnifying
Party, to cooperate with the Indemnifying Party and its counsel in contesting
any Third Party Claim that the Indemnifying Party elects to contest, including,
without limitation, the making of any related counterclaim against the person
asserting the Third Party Claim or any cross-complaint against any person. The
Indemnified Party may participate in, but not control, any defense or settlement
of any Third Party Claim controlled by the Indemnifying Party pursuant to this
Section 13.3(b) and shall bear its own costs and expenses with respect to such
participation; provided, however, that if the named parties to any such action
(including any impleaded parties) include both the Indemnifying Party and the
Indemnifying Party and the Indemnified Party has been advised by counsel that
there may be one or more legal defenses available to it that are different from
or additional to those available to the Indemnifying Party, then the Indemnified
Party may employ separate counsel at the expense of the Indemnifying Party, and,
upon written notification thereof, the Indemnifying Party shall not have the
right to assume the defense of such action on behalf of the Indemnified Party;
provided further, that the Indemnifying Party shall not, in connection with any
one such action or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more than one separate firm of
attorneys at any time for the Indemnified Party, which firm shall be designated
in writing by the Indemnified Party.

(c) If the Indemnifying Party fails to notify the Indemnified Party
within the Election Period that the Indemnifying Party elects to defend the
Indemnified Party pursuant to Section 13.3(b), or if the Indemnifying Party
elects to defend the Indemnified Party pursuant to Section 13.3(b) but fails
diligently and promptly to prosecute or settle the Third Party Claim, then the
Indemnified Party shall have the right to defend, at the sole cost and expense
of the Indemnifying Party (if the Indemnified Party if entitled to
indemnification hereunder), the Third Party Claim by all appropriate
proceedings, which proceedings shall be promptly and vigorously prosecuted by
the Indemnified Party to a final conclusion or settled. The Indemnified Party
shall have full control of such defense and proceedings, provided, however, that
the Indemnified Party may not enter into, without the Indemnifying Party's
consent, which shall not be unreasonably withheld, any compromise or settlement
of such Third Party Claim. The Indemnifying Party may participate in, but not
control, any defense or settlement controlled by the Indemnified Party pursuant
to this Section 13.3(c), and the Indemnifying Party shall bear its own costs and
expenses with respect to such participation; provided, however, that if the
named parties to any such action (including any impleaded parties) include both
the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has
been advised by counsel that there may be one or more legal defenses available
to it that are different from or additional to those available to the
Indemnified Party, then the Indemnified Party may employ separate counsel and,
upon written notification thereof, the Indemnified Party shall not have the
right to assume the defense of such action on behalf of the Indemnifying Party.

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(d) If any Indemnified Party should have a claim against any
Indemnifying Party hereunder that does not involve a Third Party Claim, the
Indemnified Party shall transmit to the Indemnifying Party a written notice (the
"Indemnity Notice") describing in reasonable detail the nature of the claim, an
estimate of the amount of damages attributable to such claim and the basis of
the Indemnified Party's request for indemnification under this Agreement. If the
Indemnifying Party does not notify the Indemnified Party within 60 days from its
receipt of the Indemnity Notice that the Indemnifying Party disputes such claim,
the claim specified by the Indemnified Party in the Indemnity Notice shall be
deemed a liability of the Indemnifying Party hereunder. If the Indemnifying
Party has timely disputed such claim, as provided above, such dispute shall be
resolved by litigation in an appropriate court of competent jurisdiction if the
parties do not reach a settlement of such dispute.

(e) Payments of all amounts owing by an Indemnifying Party pursuant to
this Article XIII relating to a Third Party Claim shall be made within 30 days
after the latest of (i) the settlement of such Third Party Claim, (ii) the
expiration of the period for appeal of a final adjudication of such Third Party
Claim or (iii) the expiration of the period for appeal of a final adjudication
of the Indemnifying Party's liability to the Indemnified Party under this
Agreement. Payments of all amounts owing by an Indemnifying Party pursuant to
Section 13.3(d) shall be made within 30 days after the later of (i) the
expiration of the 60-day Indemnity Notice period or (ii) the expiration of the
period for appeal of a final adjudication of the Indemnifying Party's liability
to the Indemnified Party under this Agreement.

SECTION 13.4. INDEMNIFICATION LIMITATIONS. All claims for
indemnification under this Agreement shall be subject to the following
limitations:

(a) The initial Claim Notice for indemnification must have been
transmitted to the Indemnifying Party within two (2) years of the Closing Date,
unless the subject matter upon which the claim for indemnification is based
involves income tax, environmental or ERISA matters, in which event the initial
Claim Notice must have been transmitted within the applicable statute of
limitations;

(b) The total amount of indemnification to be paid by an Indemnifying
Party pursuant to this Agreement shall not exceed the total consideration either
paid or received, as appropriate, for the transaction contemplated herein; and

(c) No Indemnifying Party shall be liable for payment to an Indemnified
Party pursuant to this Agreement unless and until the aggregate amount of
damages attributable to said Indemnifying Party shall exceed Twenty-Five
Thousand Dollars ($25,000), with the Owners being considered as one aggregate
Indemnifying Party.

SECTION 13.5. REMEDIES NOT EXCLUSIVE. The remedies provided in this
Agreement shall not be exclusive of any other rights or remedies available to
one party against the other, either at law or in equity.

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SECTION 13.6. COSTS, EXPENSES AND LEGAL FEES. Whether or not the
transactions contemplated hereby are consummated, each party hereto shall bear
its own costs and expenses (including attorneys' fees), except that each party
hereto agrees to pay the costs and expenses (including reasonable attorneys'
fees and expenses) incurred by the other parties in successfully (a) enforcing
any of the terms of this Agreement or (b) proving that another party breached
any of the terms of this Agreement.

ARTICLE XIV

TERMINATION

SECTION 14.1. TERMINATION. This Agreement may be terminated:

(a) by the Company, seventy-two hours after receipt of AMP's draft
Registration Statement on Form S-1;

(b) at any time prior to the Effective Date by AMP, if, as a result of
its due diligence, AMP reasonably deems termination to be advisable; or

SECTION 14.2. EFFECT OF TERMINATION. In the event this Agreement is
terminated pursuant to Sections 14.1(b) or 14.1(c) above, AMP, the Company and
the Owners shall each be entitled to pursue, exercise and enforce any and all
remedies, rights, powers and privileges available at law or in equity. In the
event of a termination of this Agreement under the provisions of this Article, a
party not then in material breach of this Agreement shall stand fully released
and discharged of any and all obligations under this Agreement.

ARTICLE XV

NONCOMPETITION

SECTION 15.1. PROHIBITED ACTIVITIES. In order to protect AMP against the
unauthorized use or the disclosure of any of its Confidential Information
presently known or hereinafter obtained by the Owners, and other good and
valuable consideration, each Owner hereby agrees that, subject to adjustment
pursuant to Section 15.5, for a period of five years following the Closing Date,
neither the Owner nor any of his or her Affiliates, shall knowingly, directly or
indirectly, for himself or herself or on behalf of any other corporation,
person, firm, partnership, association or any other entity (whether as an
individual, agent, servant, employee, employer, officer, director, shareholder,
investor, principal, consultant or in any other capacity):

45
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(a) establish, operate or provide physician services at any medical
office, clinic or out-patient and/or ambulatory treatment or diagnostic facility
providing services similar to those provided by the Group Practice or engage or
participate in or finance any business which engages in competition with the
business being conducted by AMP (unless the Owner participated in such business
(other than the practice of medicine) within the geographical area designated
below prior to the Closing Date or the date the Owner became aware of planning
for such business operations by AMP), anywhere within twenty (20) miles of any
location of the Group Practice at which Owner has practiced podiatric medicine
in the prior year; or

(b) induce or attempt to influence any employee of the Group Practice or
AMP to terminate his or her employment or hire any such employee, whether or not
so induced or influenced.

SECTION 15.2. DAMAGES. Because of the difficulty of measuring economic
losses to AMP as a result of the breach of the foregoing covenant and because of
the immediate and irreparable damage that would be caused to AMP for which it
would have no other adequate remedy, each Owner agrees that, in the event of a
breach by him or her of the foregoing covenant, the covenant may be enforced by
AMP by injunctions and restraining orders.

SECTION 15.3. REASONABLE RESTRAINT. It is agreed by the parties that the
foregoing covenants in this Article XV impose a reasonable restraint on the
Owners in light of the activities and businesses of the Company on the date of
the execution of this Agreement and the future plans of the Group Practice.

SECTION 15.4. SEVERABILITY; REFORMATION. The covenants in this Article
XV are severable and separate, and the unenforceability of any specific covenant
shall not affect the provisions of any other covenant. Moreover, in the event
any court of competent jurisdiction shall determine that the scope, time or
territorial restrictions set forth are unreasonable, then it is the intention of
the parties that such restrictions be enforced to the fullest extent which the
court deems reasonable, and the Agreement shall thereby be reformed.

SECTION 15.5. TERM. It is specifically agreed that the period of five
years stated above shall be computed by excluding from such computation any time
during which an Owner is in violation of any provision of this Article XV. The
covenants contained in this Article XV shall have no effect if the transactions
contemplated by this Agreement are not consummated for any reason (including
termination pursuant to Section 14.1(b)), but otherwise shall not be affected by
any breach of any other provision hereof by any party hereto.

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ARTICLE XVI

NONDISCLOSURE OF CONFIDENTIAL INFORMATION

SECTION 16.1. NONDISCLOSURE. Each of the parties hereto recognize and
acknowledge that they had in the past, currently have and in the future may
possibly have access to certain Confidential Information of the other that is
valuable, special and a unique asset. Each of the parties hereto agree that they
will not disclose such Confidential Information to any person, firm,
corporation, association or other entity for any purpose or reason whatsoever,
except (a) to authorized representatives of the other and (b) to counsel and
other advisors, respectively, provided that such advisers (other than counsel)
agree to the confidentiality provisions of this Section, unless (i) such
information becomes available to or known by the public generally through no
fault of any party, (ii) disclosure is required by law or the order of any
governmental authority, provided, that, prior to disclosing any information
pursuant to this clause, (iii), each party, as the case may be, shall, if
possible, give prior written notice thereof to the other and provide the other
with the opportunity to contest such disclosure, (iv) the disclosing party
reasonably believes that such disclosure is required in connection with the
defense of a lawsuit against the disclosing party or (iv) the disclosing party
is the sole and exclusive owner of such Confidential Information as a result of
the Acquisition. In the event of a breach or threatened breach by any party of
the provisions of this Section, the other parties shall be entitled to an
injunction restraining such party from disclosing, in whole or in part, such
Confidential Information. Nothing herein shall be construed as prohibiting any
party from pursuing any other available remedy for such breach or threatened
breach, including the recovery of damages.

SECTION 16.2. DAMAGES. Because of the difficulty of measuring economic
losses as a result of the breach of the foregoing covenants and because of the
immediate and irreparable damage that would be caused for which no other
adequate remedy would exist, the parties agree that, in the event of a breach by
any of them of the foregoing covenant, the covenant may be enforced against them
by injunctions or restraining orders.

SECTION 16.3. SURVIVAL. The obligations of the parties under this
Article XVI shall survive the termination of this Agreement.

ARTICLE XVII

TRANSFER RESTRICTIONS

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the Company in the Acquisition, or (ii) any interest (including, without
limitation, an option to buy or sell) in any such shares of AMP Common Stock, in
whole or in part, and no such attempted transfer shall be treated as effective
for any purpose or (b) engage in any transaction, whether or not with respect to
any shares of AMP Common Stock or any interest therein, the intent or effect of
which is to reduce the risk of owning shares of AMP Common Stock. The
certificates evidencing the AMP Common Stock delivered to the Company pursuant
to this Agreement will bear a legend substantially in the form set forth below
and containing such other information as AMP may deem necessary or appropriate:

Except pursuant to the terms of the Registration Rights Agreement
and the Business Purchase Agreement among the issuer, the holder
of this certificate and the other parties thereto, the shares
represented by this certificate may not be voluntarily sold,
assigned, exchanged, transferred, encumbered, pledged,
distributed, appointed or otherwise disposed of, and the issuer
shall not be required to give effect to any attempted voluntary
sale, assignment, exchange, transfer, encumbrance, pledge,
distribution, appointment or other disposition prior to one year
after their date of issuance. Upon the written request of the
holder of this certificate, the issuer agrees to remove this
restrictive legend (and any stop order placed with the transfer
agent) after the date specified above.

ARTICLE XVIII

FEDERAL SECURITIES LAW RESTRICTIONS ON AMP COMMON STOCK

SECTION 18.1. INVESTMENT REPRESENTATION. The Company and the Owners
acknowledge that the shares of AMP Common Stock to be delivered to the Company
and the Owners pursuant to this Agreement have not been and will not be
registered under the Securities Act and may not be resold without compliance
with the Securities Act. The AMP Common Stock to be acquired by the Company and
the Owners pursuant to this Agreement is being acquired solely for its own
account, for investment purposes only and with no present intention of
distributing, selling or otherwise disposing of it in connection with a
distribution.

SECTION 18.2. COMPLIANCE WITH LAW. The Company and the Owners covenant,
warrant and represent that none of the shares of AMP Common Stock issued to the
Company and the Owners will be offered, sold, assigned, pledged, hypothecated,
transferred or otherwise disposed of except after full compliance with all of
the applicable provisions of the Securities Act and the rules and regulations of
the SEC and applicable state securities laws and regulations. All certificates
evidencing shares of AMP Common Stock shall bear the following legend, in
addition to the legends under Article XVIII:

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The shares represented hereby have not been registered under the
Securities Act of 1933 (the "Act") and may only be sold or
otherwise transferred if the holder hereof complies with the Act
and applicable state securities law.

In addition, certificates evidencing shares of AMP Common Stock shall bear any
legend required by the securities or applicable blue sky laws of any state.

SECTION 18.3. ECONOMIC RISK; SOPHISTICATION. The Company and the Owners
are able to bear the economic risk of an investment in AMP Common Stock acquired
pursuant to this Agreement and can afford to sustain a total loss of such
investment and has such knowledge and experience in financial and business
matters that they are capable of evaluating the merits and risks of the proposed
investment and therefore has the capacity to protect his, her or its own
interests in connection with the acquisition of the AMP Common Stock. The
Company and the Owners or their purchaser representatives have had an adequate
opportunity to ask questions and receive answers from the officers of AMP
concerning any and all matters relating to the transactions described in the
Registration Statement, including, without limitation, the background and
experience of the officers and directors of AMP, the plans for the operations of
the business of AMP and any plans for additional acquisitions and the like. The
Company and the Owners or their purchaser representatives have asked any and all
questions in the nature described in the preceding sentence and all questions
have been answered to his, her or their satisfaction.

ARTICLE XIX

GENERAL

SECTION 19.1. AMENDMENT; WAIVERS. This Agreement may be amended,
modified or supplemented only by an instrument in writing executed by all the
parties hereto. Any waiver of any terms and conditions hereof must be in writing
signed by the parties hereto. The waiver of any of the terms and conditions of
this Agreement shall not be construed as a waiver of any other terms and
conditions hereof.

SECTION 19.2. ASSIGNMENT. Neither this Agreement nor any right created
hereby or in any agreement entered into in connection with the transactions
contemplated hereby shall be assignable by any party hereto, except by AMP to a
wholly owned subsidiary of AMP; provided, that any such assignment shall not
relieve AMP of its obligations hereunder.

SECTION 19.3. PARTIES IN INTEREST; NO THIRD PARTY BENEFICIARIES. Except
as otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and permitted assigns of the parties hereto. Neither
this Agreement nor any other agreement contemplated hereby shall be

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deemed to confer upon any person not a party hereto or thereto, except AMP
Subsidiary, any rights or remedies hereunder or thereunder.

SECTION 19.4. NO JOINT LIABILITY OF OWNERS. The parties hereto agree
that the Owners shall not be jointly liable for breaches of this Agreement, but
shall each have liability in proportion to their respective ownership of the
Company.

SECTION 19.5. ENTIRE AGREEMENT. This Agreement and the agreements
contemplated hereby constitute the entire agreement of the parties regarding the
subject matter hereof and supersede all prior agreements and understandings,
both written and oral, among the parties, or any of them, with respect to the
subject matter hereof.

SECTION 19.6. SEVERABILITY. If any provision of this Agreement is held
to be illegal, invalid or unenforceable under present or future laws effecting
during the term hereof, such provisions shall be fully severable and this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance
therefrom. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as part of this Agreement a
provision as similar in its terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.

SECTION 19.7. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations, warranties and covenants contained herein shall survive the
Closing but only as provided herein. All statements contained in any
certificate, exhibit or other instrument delivered by or on behalf of the
Company, any Owner or AMP pursuant to this Agreement shall be deemed to have
been an integral part of this Agreement by such Company, such Owner or AMP, as
the case may be.

SECTION 19.8. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULES GOVERNING
CONFLICTS OF LAWS) OF THE STATE OF TEXAS.

SECTION 19.9. CAPTIONS. The captions in this Agreement are for
convenience of reference only and shall not limit or otherwise affect any of the
terms or provisions hereof.

SECTION 19.10. GENDER AND NUMBER. When the context requires, the gender
of all words used herein shall include the masculine, feminine and neuter and
the number of all words shall include the singular and plural.

SECTION 19.11. REFERENCE TO AGREEMENT. Use of the words "herein,"
"hereof," "hereto" and the like in this Agreement shall be construed as
references to this Agreement as

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a whole and not to any particular Article, Section or provision of this
Agreement, unless otherwise noted.

SECTION 19.12. CONFIDENTIALITY; PUBLICITY AND DISCLOSURES. Each party
shall keep this Agreement and its terms confidential, and shall make no press
release or public disclosure, either written or oral, regarding the transactions
contemplated by this Agreement without the prior knowledge and consent of the
other parties hereto; provided that the foregoing shall not prohibit any
disclosure (a) by press release, filing or otherwise that AMP has determined in
its good faith judgment to be required by federal securities laws or the rules
of the National Association of Securities Dealers, (b) to attorneys,
accountants, investment bankers or other agents of the parties assisting the
parties in connection with the transactions contemplated by this Agreement and
(c) by AMP in connection with the conduct of its Initial Public Offering and
conducting an examination of the operations and assets of the Company. In the
event that the transactions contemplated hereby are not consummated for any
reason whatsoever, the parties hereto agree not to disclose or use any
Confidential Information they may have concerning the affairs of the other
parties, except for information that is required by law to be disclosed;
provided, that should the transactions contemplated hereby not be consummated,
nothing contained in this Section shall be construed to prohibit the parties
hereto from operating businesses in competition with each other.

SECTION 19.13. NOTICE. Whenever this Agreement requires any notice,
request or demand from one party to another, the notice, request or demand must
be in writing to be effective and shall be deemed to be delivered and received
when actually received by the party to whom notice is sent, addressed to the
appropriate party or parties, at the address of such party set forth below (or
at such other address as such party may designate by written notice to all other
parties in accordance herewith):

If to AMP: American Medical Providers, Inc.
3555 Timmons Lane, Suite 1550
Houston, Texas 77027
Attn: Mr. Jack N. McCrary

with a copy to: Baker & Hostetler LLP
1000 Louisiana, Suite 2000
Houston, Texas 77002
Attn: Ivan Wood, Esq.

If to the Company
or any Owner: __________________________, D.P.M., P.A.
__________________________
__________________________
Attn: ____________________, D.P.M.

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with a copy to: __________________________
__________________________
__________________________
__________________________

SECTION 19.14. CHOICE OF FORUM. The parties hereto agree that should any
suit, action or proceeding arising out of this Agreement be instituted by any
party hereto (other than a suit, action or proceeding to enforce or realize upon
any final court judgment arising out of this Agreement), such suit, action or
proceeding shall be instituted only in a state or federal court in Harris
County, Texas. Each of the parties hereto consents to the in personam
jurisdiction of any state or federal court in Harris County, Texas and waives
any objection to the venue of any such suit, action or proceeding. The parties
hereto recognize that courts outside Harris County, Texas may also have
jurisdiction over suits, actions or proceedings arising out of this Agreement,
and in the event that any party hereto shall institute a proceeding involving
this Agreement in a jurisdiction outside Harris County, Texas, the party
instituting such proceeding shall indemnify any other party hereto for any
losses and expenses that may result from the breach of the foregoing covenant to
institute such proceeding only in a state or federal court in Harris County,
Texas, including without limitation any additional expenses incurred as a result
of litigating in another jurisdiction, such as reasonable fees and expenses of
local counsel and travel and lodging expenses for parties, witnesses, experts
and support personnel.

SECTION 19.15. NO WAIVER; REMEDIES. No party hereto shall by any act
(except by written instrument pursuant to Section 19.1 hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any default in or breach of any of the terms
and conditions hereof. No failure to exercise, nor any delay in exercising, on
the part of any party hereto, any right, power or privilege hereunder shall
operate as a waiver thereof. No single or partial exercise of any right, power
or privilege hereunder shall preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. No remedy set forth in this
Agreement or otherwise conferred upon or reserved to any party shall be
considered exclusive of any other remedy available to any party, but the same
shall be distinct, separate and cumulative and may be exercised from time to
time as often as occasion may arise or as may be deemed expedient.

SECTION 19.16. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.

SECTION 19.17. DEFINED TERMS. Terms used in Annex I and the Schedules
attached hereto with their initial letter capitalized and not otherwise defined
therein shall have the meanings assigned to such terms in this Agreement.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first written above.

AMERICAN MEDICAL PROVIDERS, INC.:

AMERICAN MEDICAL PROVIDERS, INC.

By: ____________________________
Name: __________________________
Office: ________________________

THE COMPANY:

________________________________

By: ____________________________
Name: __________________________
Office: ________________________

THE OWNERS:

________________________________

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ANNEX I

ACQUISITION CONSIDERATION

AGGREGATE CONSIDERATION:

Practice Value $ ____________

Accounts Receivable (Est.) ____________

Aggregate Consideration $ ============

The aggregate Acquisition Consideration to be received by the Company is:

Cash Value of
AMP Shares Total
Cash* At Ipo Price Consideration
----- ------------ -------------

$ $ $

*Cash consideration consists of the net realizable value of net accounts
receivable plus __% of non-monetary assets, not to exceed __% of the total
valuation.

Split of cash and stock is subject to final conversion of the cash to accrual
financial statements for Company at June 30, 1997. Total consideration is fixed,
subject to confirmation by AMP that the information, including but not limited
to financial information, presented to AMP by Owner is accurate, and further
subject to the adjustment as set forth in Section 2.3(b).

_______
Initial

EXHIBIT 10.9

- --------------------------------------------------------------------------------
FORM OF

BUSINESS PURCHASE AGREEMENT

AMONG

AMERICAN MEDICAL PROVIDERS, INC.,

------------------------------------,

AND

THE OWNERS NAMED HEREIN

- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS

Page
----
ARTICLE I Definitions....................................................... 1
Section 1.1. Definitions........................................... 1

ARTICLE II The Acquisition.................................................. 7
Section 2.1. The Acquisition....................................... 7
Section 2.2. The Closing........................................... 7
Section 2.3. Acquisition Consideration............................. 8
Section 2.4. Fractional Shares..................................... 8
Section 2.5. Subsequent Actions.................................... 8

ARTICLE III Representations and Warranties of the Company and the Owners.... 9
Section 3.1. Organization and Good Standing; Qualification......... 9
Section 3.2. Capital Structure..................................... 9
Section 3.3. Transactions in Capital............................... 9
Section 3.4. Continuity of Business Enterprise..................... 10
Section 3.5. Records............................................... 10
Section 3.6. Authorization and Validity............................ 10
Section 3.7. No Violation.......................................... 10
Section 3.8. Consents.............................................. 10
Section 3.9. Financial Statements.................................. 11
Section 3.10. Liabilities and Obligations........................... 11
Section 3.11. Employee Matters...................................... 11
Section 3.12. Aliens................................................ 13
Section 3.13. Employee Benefit Plans................................ 13
Section 3.14. Absence of Certain Changes............................ 15
Section 3.15. Title; Leased Assets.................................. 16
Section 3.16. Commitments........................................... 17
Section 3.17. Insurance............................................. 18
Section 3.18. Proprietary Rights and Information.................... 19
Section 3.19. Taxes................................................. 19
Section 3.20. Compliance with Laws.................................. 21
Section 3.21. Finder's Fee.......................................... 21
Section 3.22. Litigation............................................ 21
Section 3.23. Condition of Fixed Assets............................. 22
Section 3.24. Distributions and Repurchases......................... 22
Section 3.25. Banking Relations..................................... 22
Section 3.26. Interested Persons; Affiliations...................... 22

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Section 3.27. Environmental Matters................................. 22
Section 3.28. Certain Payments...................................... 23
Section 3.29. Medical Waste......................................... 23
Section 3.30. Medicare and Medicaid Programs........................ 23
Section 3.31. Fraud and Abuse....................................... 24
Section 3.32. Payors................................................ 24

ARTICLE IV Representations and Warranties of the Owners..................... 25
Section 4.1. Validity; Owner's Capacity............................ 25
Section 4.2. No Violation.......................................... 25
Section 4.3. Personal Holding Companies; Control of Related
Businesses.......................................... 25
Section 4.4. Transfers of Ownership Interests...................... 25
Section 4.5. Accredited Investor Status............................ 25
Section 4.6. Consents.............................................. 26
Section 4.7. Certain Payments...................................... 26
Section 4.8. Finder's Fee.......................................... 26
Section 4.9. Interested Persons; Affiliations...................... 26
Section 4.10. Investments in Competitors............................ 26
Section 4.11. Disposition of AMP Shares............................. 26

ARTICLE V Representations and Warranties of AMP and AMP Subsidiary.......... 27
Section 5.1. Organization and Good Standing........................ 27
Section 5.2. Capitalization of AMP................................. 27
Section 5.3. Capitalization of AMP Subsidiary...................... 27
Section 5.4. Authorization and Validity............................ 27
Section 5.5. No Violation.......................................... 27
Section 5.6. Finder's Fee.......................................... 28
Section 5.7. Capital Stock......................................... 28
Section 5.8. Consents.............................................. 28
Section 5.9. Liabilities and Obligations........................... 28
Section 5.10. Employee Benefit Plans................................ 28
Section 5.11. Taxes................................................. 29
Section 5.12. Compliance with Laws.................................. 29
Section 5.13. Litigation............................................ 30

ARTICLE VI Covenants of the Company and the Owner........................... 30
Section 6.1. Consummation of Agreement............................. 30
Section 6.2. Business Operations................................... 30
Section 6.3. Access................................................ 30
Section 6.4. Tax Returns........................................... 31
Section 6.5. Notification of Certain Matters....................... 31
Section 6.6. Approvals of Third Parties............................ 31
Section 6.7. Employee Matters...................................... 31
Section 6.8. Contracts............................................. 32

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Section 6.9. Capital Assets; Payments of Liabilities............... 32
Section 6.10. Mortgages, Liens and Guaranties....................... 32
Section 6.11. Acquisition Proposals................................. 32
Section 6.12. Distributions and Repurchases......................... 33
Section 6.13. Requirements to Effect Acquisition.................... 33
Section 6.14. Formation of the Group Practice....................... 33
Section 6.15. Access................................................ 33
Section 6.16. Licenses and Permits.................................. 34
Section 6.17. Physician Employment Agreements....................... 34
Section 6.18. Delivery of Schedules................................. 34

ARTICLE VII Covenants of AMP and AMP Subsidiary............................. 34
Section 7.1. Consummation of Agreement............................. 34
Section 7.2. Requirements to Effect Acquisition.................... 34
Section 7.3. Notification of Certain Matters....................... 34
Section 7.4. Approvals of Third Parties............................ 35
Section 7.5. Stock Option Plan for Advisors and Consultants........ 35
Section 7.6. Licenses and Permits.................................. 35
Section 7.7. Delivery of Schedules................................. 35
Section 7.8. Professional Liability Insurance...................... 35

ARTICLE VIII Covenants of AMP, the Company and the Owners................... 35
Section 8.1. Filings; Other Action................................. 35
Section 8.2. Amendment of Schedules................................ 36
Section 8.3. Proration of Costs and Rents.......................... 36
Section 8.4. Management Agreement.................................. 36
Section 8.5. Physician Engagement Agreements....................... 36

ARTICLE IX Conditions Precedent of AMP...................................... 37
Section 9.1. Proceedings........................................... 37
Section 9.2. No Material Adverse Effect............................ 37
Section 9.3. Government Approvals and Required Consents............ 37
Section 9.4. Securities Approvals.................................. 37
Section 9.5. Closing Deliveries.................................... 37
Section 9.6. Charter Amendment..................................... 37

ARTICLE X Conditions Precedent of the Company and the Owners................ 37
Section 10.1. Proceedings........................................... 38
Section 10.2. Government Approvals and Required Consents............ 38
Section 10.3. Securities Approvals.................................. 38

ARTICLE XI Closing Deliveries............................................... 38
Section 11.1. Deliveries of the Company and the Owners.............. 38
Section 11.2. Deliveries of AMP..................................... 40

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ARTICLE XII Post Closing Matters............................................ 42
Section 12.1. Further Instruments of Transfer....................... 42
Section 12.2. Acquisition Tax Covenant.............................. 42

ARTICLE XIII Remedies....................................................... 42
Section 13.1. Indemnification by the Owners and the Company......... 42
Section 13.2. Indemnification by AMP and AMP Subsidiary............. 43
Section 13.3. Indemnification Procedures............................ 43
Section 13.4. Indemnification Limitations........................... 45
Section 13.5. Remedies Not Exclusive................................ 46
Section 13.6. Costs, Expenses and Legal Fees........................ 46

ARTICLE XIV Termination..................................................... 46
Section 14.1. Termination........................................... 46
Section 14.2. Effect of Termination................................. 46

ARTICLE XV Noncompetition................................................... 47
Section 15.1. Prohibited Activities................................. 47
Section 15.2. Damages............................................... 47
Section 15.3. Reasonable Restraint.................................. 47
Section 15.4. Severability; Reformation............................. 48
Section 15.5. Term.................................................. 48

ARTICLE XVI Nondisclosure of Confidential Information....................... 48
Section 16.1. Nondisclosure......................................... 48
Section 16.2. Damages............................................... 48
Section 16.3. Survival.............................................. 49

ARTICLE XVII Transfer Restrictions.......................................... 49
Section 17.1. Transfer Restrictions................................. 49

ARTICLE XVIII Federal Securities Law Restrictions on AMP Common Stock....... 49
Section 18.1. Investment Representation............................. 49
Section 18.2. Compliance with Law................................... 50
Section 18.3. Economic Risk; Sophistication......................... 50

ARTICLE XIX General......................................................... 50
Section 19.1. Amendment; Waivers.................................... 50
Section 19.2. Assignment............................................ 51
Section 19.3. Parties in Interest; No Third Party Beneficiaries..... 51
Section 19.4. No Joint Liability of Owners.......................... 51
Section 19.5. Entire Agreement...................................... 51
Section 19.6. Severability.......................................... 51
Section 19.7. Survival of Representations, Warranties and Covenants. 51

iv
<PAGE>
Section 19.8. Governing Law......................................... 51
Section 19.9. Captions.............................................. 52
Section 19.10. Gender and Number.................................... 52
Section 19.11. Reference to Agreement............................... 52
Section 19.12. Confidentiality; Publicity and Disclosures........... 52
Section 19.13. Notice............................................... 52
Section 19.14. Choice of Forum...................................... 53
Section 19.15. No Waiver; Remedies.................................. 53
Section 19.16. Counterparts......................................... 54
Section 19.17. Defined Terms........................................ 54

v
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FORM OF
BUSINESS PURCHASE AGREEMENT

Business Purchase Agreement (this "Agreement"), dated as of
_____________, 1997, among ______________________________ P.C., a Texas
professional corporation ("the "Company"), ___________________, D.P.M.,
(collectively the "Owners" and individually an "Owner"), and American Medical
Providers, Inc., a Delaware corporation, its affiliates, successors or assigns
("AMP").

The Company and the Owners of the Company desire to contribute, and AMP
desires to receive, certain assets of the Company, and, accordingly, the Owners,
the Company and AMP desire to effect the Acquisition (defined below) upon the
terms and subject to the conditions contained herein.

It is intended that for federal income tax purposes the Acquisition,
together with the transactions contemplated by the Other Agreements (defined
below) will qualify as a transfer of assets pursuant to the requirements of
Section 351 of the Internal Revenue Code of 1986, as amended (the "Code").

In consideration of the mutual representations, warranties and
covenants herein contained and such other good and valuable consideration, the
receipt and sufficiency of which are hereby mutually acknowledged, and on the
terms and subject to the conditions herein set forth, the parties hereto agree
as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. DEFINITIONS. The following terms have the meanings set
forth below:

"Acquisition" has the meaning set forth in Section 2.1.

"Acquisition Consideration" has the meaning set forth in Section 2.3.

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<PAGE>
"actual knowledge," "have no actual knowledge of," "do not actually
know of" and similar phrases mean (i) in the case of a natural person, the
actual conscious awareness, or not, as the context requires, of the particular
fact by such person or (ii) in the case of an entity, the actual conscious
awareness, or not, as the context requires, of the particular fact by any
stockholder, partner, owner, director or officer of such entity.

"Advisors Plan" has the meaning set forth in Section 7.5.

"Affiliate," with respect to any person, means a person that directly
or indirectly through one or more intermediaries controls, is controlled by or
is under common control with such person.

"AMP Commitment" has the meaning set forth in Section 5.11.

"AMP Common Stock" means the common stock, par value $0.01 per share,
of AMP.

"AMP Employee Benefit Plans" has the meaning set forth in Section 5.10.

"AMP Subsidiary" means the wholly-owned subsidiary of AMP formed prior
to Closing identified in Section 2.1.

"AMP Subsidiary Common Stock" means the common stock, par value $0.01
per share, of AMP Subsidiary.

"Arthur Andersen" means Arthur Andersen LLP, independent certified
public accountants.

"Assets" means the Equipment and all properties and assets (tangible
and intangible) of every kind and wherever situated that are owned by the
Company or in which the Company has any right or interest (including, without
limitation, rights under its insurance policies and warranties related thereto;
its causes of action, judgments, claims and demands of whatever nature related
thereto; its deferred charges, security deposits, advance payments, prepaid
items, claims for refunds, rights of offset and credits of all kinds related
thereto; its rights under all Assigned Commitments; all personal property of
every kind and character as used in connection with Equipment or otherwise and
its files, papers and records relating to the aforesaid properties and assets),
other than the Excluded Assets.

"Assignment and Assumption Agreement" has the meaning set forth in
Section 11.1(r).

"Assumed Liabilities" means those fixed and determinable liabilities of
the Company listed on Schedule 1.1. Except for the Assumed Liabilities, AMP
shall not and does not assume or agree to pay, perform or discharge any
liabilities or obligations of the Company, whether accrued, absolute, contingent
or otherwise.

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"Balance Sheet" has the meaning set forth in Section 3.9.

"Balance Sheet Date" has the meaning set forth in Section 3.9.

"best knowledge," "have no knowledge of," "do not know of" or "to the
knowledge of" and similar phrases mean (i) in the case of a natural person, the
particular fact was known, or not known, as the context requires, to such person
or (ii) in the case of an entity, the particular fact was known, or not known,
as the context requires, to any stockholder, partner, owner, director or officer
of such entity.

"Cash Compensation" has the meaning set forth in Section 3.11(a).

"Claim Notice" has the meaning set forth in Section 13.3.

"Closing" means the closing of the transactions contemplated by this
Agreement.

"Closing Date" has the meaning set forth in Section 2.2.

"Code" has the meaning set forth in the recitals to this Agreement.

"Commitments" has the meaning set forth in Section 3.16.

"Company" has the meaning set forth in the recitals hereto.

"Compensation Plans" has the meaning set forth in Section 3.11(b).

"Controlled Group" has the meaning set forth in Section 3.13(g).

"Damages" has the meaning set forth in Section 13.1.

"Effective Date" means the date that the Registration Statement is
declared effective by the SEC.

"Election Period" has the meaning set forth in Section 13.3.

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"Employee Benefit Plans" has the meaning set forth in Section 3.13(a).

"Employee Policies and Procedures" has the meaning set forth in Section
3.11(d).

"Employment Agreements" has the meaning set forth in Section 3.11(c).

"ERISA" has the meaning set forth in Section 3.13(a).

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Financial Statements" has the meaning set forth in Section 3.9.

"Fixed Assets" has the meaning set forth in Section 3.23.

"Group Practice" means the professional limited liability company to be
formed pursuant to Section 6.14.

"Indemnified Party" has the meaning set forth in Section 13.3.

"Indemnifying Party" has the meaning set forth in Section 13.3.

"Indemnity Notice" has the meaning set forth in Section 13.3.

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"Initial Public Offering" means the initial underwritten public
offering of AMP Common Stock contemplated by the Registration Statement.

"Initial Public Offering Price" means the price per share of AMP Common
Stock received by AMP in connection with its Initial Public Offering.

"Insurance Policies" has the meaning set forth in Section 3.17.

"IRS" means the Internal Revenue Service.

"Lease Assignments" has the meaning set forth in Section 11.1(s).

"Management Agreement" has the meaning set forth in Section 11.1(1).

"MWTA" means the Medical Waste Tracing Act of 1988, 42 U.S.C. ss.ss.
6992, ET SEQ.

"Nose Coverage" has the meaning set forth in Section 7.8.

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"ordinary course of business" means the usual and customary way in
which the particular entity has conducted its business in the past, in all
cases, in compliance with law.

"Other Agreements" has the meaning set forth in the recitals to this
Agreement.

"Payors" has the meaning set forth in Section 3.30.

"person" means any natural person, corporation, partnership, joint
venture, limited liability company, association, group, organization or other
entity.