MDNY HEALTHCARE, INC.
                           IPA PARTICIPATION AGREEMENT

      This Agreement (the "Agreement") is made as of this _____ day of , 2001,
by and between MDNY Healthcare, Inc., a business corporation established in
accordance with the laws of the State of New York ("MDNY") and Island Practice
Association, Inc. d.b.a. Island Professional Association, a business corporation
established in accordance with the laws of the State of New York (ALPA@).

                                   BACKGROUND

      WHEREAS, MDNY is licensed and certified as a health maintenance
organization ("HJVIO") in accordance with the provisions of Article 44 of the
New York Public Health Law; and

      WHEREAS, IPA is an Independent Practice Association, which has been
established to arrange for the delivery or provision of health care services by
individuals licensed to practice medicine and other health professions, licensed
facilities and, as appropriate, ancillary medical services and equipment,
pursuant to contracts with health maintenance organizations to provide
healthcare services to its enrollees; and

      WHEREAS, IPA operates in the State of New York in the counties of Nassau
and Suffolk ("Service Area"); and

      WHEREAS, IPA wishes to contract with MDNY by making its provider network
available to Members and wishes to provide other related services to MDNY that
will assist MDNY in its operations;

                                    AGREEMENT

      NOW, THEREFORE, in consideration of mutual agreements, undertakings,
representations and warranties hereinafter set forth, the parties hereby agree
as follows:

1.    DEFINITIONS

      1.1 ACovered Services@ shall mean those health care services that a Member
is entitled to receive and are authorized for payment pursuant to an MDNY health
benefit plan, as defined by the applicable Subscriber Agreement, except as set
forth in the attached Exhibit A.

      1.2 AEmergency Services@ shall mean those health care services required to
be provided to Members as a result of a medical or behavioral condition, the
onset of which is sudden, that manifests itself by symptoms of sufficient
severity, including severe pain, that a


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prudent layperson, possessing an average knowledge of medicine and health, could
reasonably expect the absence of immediate medical attention to result in:

            (a) placing the health of the person afflicted with such condition
in serious jeopardy, or in the case of a behavioral condition, placing the
health of such person or others in serious jeopardy;
            (b) serious impairment to such person's bodily functions;
            (c) serious dysfunction of any bodily organ or part of such person;
or
            (d) serious disfigurement of such person.

      1.3 AMembers@ shall mean those subscribers, or their eligible dependents
covered by, and who are entitled to receive certain health care services under,
MDNY's health benefit plans, as defined by the applicable Subscriber Agreement.

      1.4 AParticipating Provider@ shall mean a health care provider who has
entered into a Participating Provider Agreement with IPA to provide Covered
Services to Members.

      1.5 AParticipating Facilities@ shall mean licensed general acute care or
specialty facilities or other health care facilities or entities that have
contracted with MDNY to provide Covered Services to Members.

      1.6 APlan@ shall mean any health benefit plan offered or administered by
MDNY.

      1.7 AProvider Hospital Reference Manual@ shall mean the policies and
procedures established by MDNY that are applicable to providers, including
Participating Providers, as the same may be amended from time to time, including
but not limited to grievance procedures, claims administration, appeal
procedures, utilization management, quality assessment and improvement, risk
management, and credentialing policies.

      1.8 ASubscriber Agreement@ shall mean the contract between MDNY and a
Member, a copy of which shall be provided to IPA upon its request.

2.    RESPONSIBILITIES OF MDNY

      2.1 Licensure and Status: MDNY shall maintain its licensed status as an
HIIVIO and shall undertake all steps necessary to maintain its license in
accordance with the provisions of Article 44 of the Public Health Law, the
Insurance Law and other applicable federal and state statutes and regulations
promulgated thereunder.

      2.2 Delegation Subject to Performance Monitoring: MDNY shall ensure that
any delegation of authority or responsibility for provider credentialing and
relations, utilization review and/or other administrative functions by MDNY
shall be subject to performance monitoring and independent validation by M7DNY
and DOll, as well as any independent quality


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<PAGE>

review/assessment organization (e.g., NCQA) approved by MDNY and/or DOH to
undertake such monitoring and assessment.

      2.3 Financial Terms: Payments by M7DNY to IPA for services rendered under
this Agreement shall be made in accordance with the MDNY Fee Schedule attached
as Exhibit B and incorporated into this Agreement.

      2.4 Administrative Services: MDNY shall provide or retain administrative
services for IPA necessary for IPA to discharge its obligations as described in
Section 3.1, which may include the following:

            (a) providing the Provider Hospital Reference Manual specifying the
policies and procedures established by MDNY, as may be amended from time to
time, which includes, but is not limited to, grievance procedures, claims
administration, appeal procedures, utilization management, quality assurance and
improvement, risk management and credentialing policies.

            (b) filing reports, seeking approvals and assuring that IPA complies
with applicable laws and regulations of state, federal and other regulatory
agencies having jurisdiction over IPA in connection with matters addressed by
this Agreement.

            (c) performing, directly or indirectly, all necessary
administrative, accounting, enrollment, member services and other functions
appropriate for marketing and administration of MDNY's programs.

            (d) collecting, directly or indirectly, Member premium payments and
other items of income to which MDNY is entitled under or in connection with its
programs, except for coinsurance, copayments and permitted deductibles that
Participating Providers are required to collect.

            (e) establishing and administering utilization management policies
and procedures and a quality assurance improvement program.

            (f) establishing and administering Member grievance and appeal
procedures in accordance with applicable law.

3.    RESPONSIBILITIES OF IPA

      3.1 Provider-Related Responsibilities: IPA shall:

            (a) develop and maintain a comprehensive provider network of primary
care physicians, specialist physicians, and other medical providers to provide
medical and surgical services in accordance with the provisions of a
Participating Provider Agreement entered into


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<PAGE>

between Participating Providers and IPA and approved by M7DNY, that is
geographically and specialty balanced and meets MDNY network adequacy criteria.
IPA shall undertake all appropriate steps to recruit the providers necessary to
meet such requirements.

            (b) arrange for the delivery or provision of Covered Services by its
network of physicians (as described in Section 3.1(a)) to Members in accordance
with this Agreement. The Covered Services shall be provided in accordance with
the Provider Hospital Reference Manual and the provisions of a Participating
Provider Agreement entered into between Participating Providers and IPA and
approved in advance in writing by MDNY, a copy of which shall be provided to
MDNY.

            (c) at MDNY=s request, assist with MDNY=s dissemination of
information to Participating Providers.

            (d) ensure that all Participating Providers agree to adhere to the
utilization management directives established by MDNY.

            (e) ensure that all contracts between IPA and Participating
Providers conform to requirements established by DOH, including compliance with
the Managed Care Reform Act of 1996 (Chapter 705 of the Laws of 1996), and are
approved by MID7NY and DOH.

            (f) ensure that, to the extent applicable, the DOH Standard Clauses
attached as Appendix A are incorporated into all Participating Provider
Agreements between IPA and Participating Providers.

            (g) ensure that Participating Providers cooperate in MDNY=s
marketing programs.

            (h) ensure that all Participating Provider Agreements require
Participating Providers to comply with the Provider Hospital Reference Manual.

            (i) perform credentialing and recredentialing and primary source
verification of all health care providers who apply to become Participating
Providers.

      3.2 Complaints: IPA and Participating Providers shall promptly and fully
cooperate with MDNY and provide MDNY with the information necessary to resolve
Member grievances with respect to Covered Services and other issues and abide by
decisions of MDNY Grievance and Appeals Committee. IPA and Participating
Providers agree to cooperate and participate with MDNY in any internal peer
review and external audit system and grievance and appeals procedures as may be
established by MDNY. IPA and Participating Providers shall comply with and be
bound by all final determinations rendered by MDNY=s peer review process and the
grievance and appeal mechanism.

      3.3 Referrals: Except in the event of Emergency Services, IPA and
Participating


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Providers shall refer Members to specialists or to out of network providers only
in accordance with the applicable sections of the Provider Hospital Reference
Manual.

      3.4 Accessibility and Continuity of Care: IPA agrees that the Covered
Services it has arranged to provide shall be available and accessible to Members
24 hours per day, seven days per week in a manner which assures continuity of
care.

      3.5 Other Program Participation: Covered Services under this Agreement
shall be made available to Members of any Plan. MDNY reserves the right to
introduce new Plans to its membership during the course of this Agreement.

      3.6 DOH Standard Clauses: To the extent applicable, IPA shall comply with
all of the New York State Department of Health AStandard Clauses@ attached as
Appendix A and incorporated into this Agreement. To the extent that the Standard
Clauses conflict, or are deemed to conflict, with any other provision of this
Agreement, the Standard Clauses shall govern this Agreement.

4.    IPA PARTICIPATING PROVIDER INFORMATION

      IPA shall provide to MDNY a complete list of Participating Providers,
including, but not limited to, names, office addresses, office hours, telephone
and facsimile numbers, and, area of practice or specialty. IPA shall notify MDNY
in writing within ten (10) business days of its receipt of written notice of any
change in this information. IPA shall provide to MDNY at least sixty (60) days
prior notice (or, if IPA does not receive at least sixty (60) days notice, then
such notice as IPA actually receives) of the termination of IPA=s relationship
with a Participating Provider. IPA shall obtain a completed credentialing
application to become a Participating Provider from each Participating Provider
who is subject to MDNY's credentialing standards, which shall conform to the
credentialing standards of a nationally recognized review organization. IPA
shall obtain all necessary releases from Participating Providers to permit IPA
to release such credentialing files to MDNY, and MDNY shall be entitled to
presume that such releases have been obtained.

5.    COMPENSATION

      5.1 General: In accordance with the MDNY Fee Schedule, attached as Exhibit
A, which is subject to change by MDNY, MDNY shall compensate PA for the
provision of Covered Services. Participating Providers and other health care
professionals shall be compensated by IPA for rendering Covered Services in
accordance with the Provider Hospital Reference Manual and any other applicable
policies and procedures of IPA approved by MDNY, which approval shall not
unreasonably be withheld. Participating Providers shall collect and retain any
copayments from Members according to the applicable Subscriber Agreement.

      5.1.1 Any payments MDNY is required by law or regulation to make to the
bad debt and charity, graduate medical education and/or demographic
stabilization pools or to any other


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<PAGE>

pool shall be charged to IPA on a prorata basis.

      5.1.2 To the extent specified in this Section 5, IPA shall assume
financial responsibility for services provided pursuant to this Agreement to
Members, in accordance with the provisions of a Participating Provider Agreement
entered into between Participating Providers and IPA and approved by MDNY, a
copy of which shall be provided to MDNY. In accordance with applicable law and
regulation, Members shall not be liable for the costs in excess of the amount
specified in the applicable Subscriber Agreement for any Covered Services. The
Subscriber Agreements shall also be provided to IPA.

      5.1.3. If MDNY is assessed a penalty by a federal or state regulatory
agency because of actions taken or omitted to be taken by IPA or its agent, IPA
shall be financially liable for such penalty, including any interest that may be
assessed and reasonable attorney fees. If MDNY is required to pay any such
penalty, IPA shall reimburse MDNY the full amount of the penalty, plus any
interest that may be assessed and reasonable attorney fees. The assessment of
any penalty against MDNY because of actions taken or omitted by IPA or its agent
may be an event of material default subject to the provisions of Section 8 of
this Agreement.

      5.1.4. MDNY agrees that if the amount of the premium dollars MDNY has
allocated to pay IPA for Covered Services exceeds the actual amount paid to IPA
in accordance with Section 5.1 during the term (the ASurplus@), MDNY shall
retain the Surplus and apply the Surplus to pay its obligations arising from
current business operations and shall not use the Surplus to fund the
development of new lines of business.

6.    INSURANCE AND INDEMNIFICATION

      6.1 IPA Insurance: PA shall ensure that it maintains insurance policies of
comprehensive general liability, including professional liability and other
insurance of the types and in amounts customarily carried by independent
practice associations with respect to their operations. Such policies shall
provide for thirty (30) day cancellation notification to MD7NY and shall be
effective on or before the Effective Date. Such policies shall include coverage
for claims which are incurred during the term of this Agreement but which arise
after termination of this Agreement. IPA shall, upon request, provide MDNY with
certificates with respect to said policies and any renewals or replacements
thereof and shall arrange with its insurance carrier(s) to notify MDNY in the
event of any change in the status of such coverage.

      6.2 MDNY Insurance: MDNY shall maintain insurance policies of
comprehensive general liability, including professional liability, and other
insurance of the types customarily carried by HMOs, such as MDNY, with respect
to their operations. Such policies shall provide for thirty (30) day
cancellation notification to IPA and shall be effective on or before the
Effective Date. Such policies shall include coverage for claims which are
incurred during the term of this Agreement but which arise after termination of
this Agreement. MDNY shall, upon request, provide IPA with certificates with
respect to said policies and any renewals or replacements thereof and shall
arrange with its insurance carrier(s) to notify IPA in the event of


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<PAGE>

any change in the status of such coverage.

      6.3 Participating Provider Insurance: IPA shall require that each
Participating Provider shall maintain policies of professional liability
insurance in the amounts of $1,000,000 per occurrence/$3,000,000 in the
aggregate, as well as extended insurance coverage through a hospital, if
available. Such policies shall provide for thirty (30) day cancellation notice
to IPA. Such policies shall include coverage for claims which are incurred
during the term of the agreement between the IPA and Participating Provider but
which arise after termination of such agreement. Participating Provider, upon
request of IPA, shall provide IPA with certificates with respect to said
policies and any renewals or replacements thereof and shall arrange with its
insurance carrier(s) to notify IPA in the event of any change in the status of
such coverage within thirty (30) days of such change.

      6.4 Indemnification:

            6.4. 1 IPA shall indemnify and hold harmless MDNY and its directors,
officers, employees and agents of from and against any and all loss, damage,
claim or other liability, and all costs or expenses whatsoever including
reasonable attorney fees, which may arise out of and/or be incurred in
connection with any act or omission of IPA in the performance of this Agreement.

            6.4.2 MDNY shall indemnify and hold harmless IPA and its directors,
officers, employees and agents of, from and against any and all loss, damage,
claim or other liability, arise out of and/or be incurred in connection with any
act or omission of MDNY in the performance of this Agreement.

            6.4.3 In no event shall either party hereunder be liable to the
other for punitive damages on account of the default or breach under this
Agreement or otherwise.

7.    TERM OF AGREEMENT

      This Agreement shall be effective for an initial term of one (1) year from
the date first written above ("Effective Date). Any renewal shall be subject to
the MDNY Bylaws and MDNY Board of Directors approval and, if so approved, shall
be automatically renewed thereafter for additional one (1) year terms unless
either party elects not to review the Agreement by providing at least 60 days
notice prior to the explanation of the term.

8.    TERMINATION OF AGREEMENT

      8.1 This Agreement may be terminated as follows:

            (a) By either party without cause upon at least sixty (60) days
prior written notice to the other party, provided that any such written notice
by MDNY to Participating


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<PAGE>

Provider shall contain a written explanation of the reasons for the termination
and opportunity for review as required by State law.

            (b) By M7DNY effective immediately upon Participating Provider=s
receipt of written notice from MDNY in the event of

                  (i)   conduct by Participating Provider or Participating
                        Provider's employees, personnel, contractors or agents
                        which in the sole judgment of M7DNY poses an imminent
                        harm to patient care;

                  (ii)  a determination by MDNY that Participating Provider or
                        Participating Provider's employees, personnel,
                        contractors or agents have engaged in fraud; or

                  (iii) a final disciplinary action by a State licensing board
                        or other governmental agency that impairs Participating
                        Provider's ability to provide services under this
                        Agreement, including a decision by the Health Care
                        Financing Administration or the New York State
                        Department of Social Services to suspend, terminate or
                        deny approval to Participating Provider to participate
                        in the Medicare or Medicaid programs.

            (c) IPA or MDNY shall have the right to terminate this Agreement by
written notice thereof to the other if the other party shall be in material
default hereunder or shall have breached its material obligations under this
Agreement and shall have failed to cure same within a period of sixty (60) days
following the giving of written notice by the other party of such default or
breach by the non-defaulting party. Such termination shall take effect upon no
less than sixty (60) days following receipt of notice of breach or default if
such breach or default was not substantially cured within the sixty (60) day
cure period to the reasonable satisfaction of the party giving such notice. if
substantial cure cannot reasonably be completed in such sixty (60) day period,
and if good faith reasonable efforts to effect cure have been commenced and are
being diligently pursued by the defaulting party, the other party may, at its
sole discretion, extend the time period in which the breach must be cured. The
Commissioner of DOll shall be notified of any intention to terminate this
Agreement. Any dispute as to whether either party was in default in accordance
with this Agreement shall be resolved in accordance with the provisions of
Section 9 of this Agreement.

            (d) MDNY may terminate this Agreement upon the bankruptcy of IPA,
and IPA may terminate this Agreement upon the bankruptcy of MDNY. As used in
this section, "bankruptcy" shall mean the filing of a petition commencing a
voluntary case under the Bankruptcy Code; a general assignment by it for the
benefit of creditors; its insolvency; its inability to pay its debts as they
become due; the filing by it of any petition or answer in any proceeding seeking
for itself or consenting to, or acquiescing in, any insolvency, receivership,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future


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<PAGE>

statute or regulation, or the filing by it of an answer or other pleading
admitting or failing to deny or contest, the material allegations of the
petition filed against it in any such proceedings; its seeking or consenting to,
or acquiescing in the appointment of, any trustee, receiver or liquidator of it,
or any material part of its property; or the commencement against it of an
involuntary case under the Bankruptcy Code, or a proceeding under any
receivership, composition, readjustment, liquidation, insolvency, dissolution,
or like law or statute, or seeking or resulting in the appointment of any
trustee, receiver or liquidator of it or any material part of its property,
which case or proceeding or appointment is not dismissed or vacated within sixty
(60) days. Termination under this section 8.1(b) shall be effective upon the
giving of notice thereof

            (e) In accordance with Section 13.1

      8.2 In the event this Agreement is terminated by M7DNY under Section
8.1(a), (b), (c) or (e), the contracts between the IPA and Participating
Providers, including facilities and ancillary service providers with which the
IPA has contracts, shall automatically be assigned to MDNY. This provision shall
survive termination of this Agreement.

9.    ARBITRATION.

      IPA and MDNY agree that either party may submit any dispute to binding
arbitration in a jurisdiction of the State of New York agreed upon by both
parties, under the rules of the American Health Lawyers' Association. The
parties agree to submit such dispute on an expedited basis to one arbitrator
selected from the panels of arbitrators of the American Health Lawyers'
Association. IPA and MDNY agree to allocate the costs of such arbitration in
accordance with the decision of the arbitrator as to such allocation, if any,
and, in the absence of any such decision, to share such costs equally. Each
party shall bear its own costs for preparing for and appearing at any such
arbitration. MDNY and IPA further agree to faithfully abide by and perform any
award rendered by the arbitrator and the judgment of any court having
jurisdiction may be entered upon the award. The parties hereto agree that the
party submitting a controversy to arbitration shall notify the Commissioner of
the Department of Health of all issues submitted to arbitration and shall
provide the Commissioner with all decisions of such arbitration. The parties
further acknowledge that the Commissioner shall not be bound by the decisions of
any arbitrations. Notwithstanding the foregoing, no party shall have a right to
submit a dispute to arbitration in accordance with this Section if a party
terminates this Agreement due to the other party=s willful misconduct or gross
negligence.

10.   RECORDS/CONFIDENTIALITY

      10.1 IPA and MDNY agree to maintain the confidentiality of Members=
medical records in accordance with all applicable state and federal laws and
regulations. With respect to personal medical information obtained by IPA or
Participating Providers from or with respect to Members under this Agreement,
IPA and MDNY shall comply with the Health Insurance Portability and
Accountability Act of 1996, as it may be amended from time to time, and all
regulations issued from time to time in connection with the Act.


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<PAGE>

      10.2 To the extent any medical records relating to any Member for whom IPA
has arranged for the provision of health services are maintained by IPA, such
records and invoices and payments relating to any Member shall be maintained by
PA in such form and contain such information as may be required by MDNY and
state and federal regulatory bodies, now and as may be amended in the future,
and such records shall be retained for a period consistent with any record
retention requirements of state and federal law, rule or regulation, but in no
event less than six (6) years (including six (6) years from the date a minor
Member reaches the age of majority).

      10.3 MDNY shall be entitled, in accordance with applicable law and
regulations, to access the financial records of IPA relating to this Agreement,
and IPA shall account to M7DNY in detail for all funds received pursuant to this
Agreement. Subject to the foregoing, all records, whether business, medical or
otherwise, relating to the operation of MDNY's programs or its beneficiaries or
providers, including but not limited to all books of account, enrollment
records, general administrative records and patient records, provider files and
related materials shall be and remain the sole property of IPA, provided,
however, that MDNY, state and federal regulatory entities shall have access to
such information, upon their request, as may be required in accordance with
applicable law and regulations.

      10.4 During the term of this Agreement and thereafter without limitation
of time, neither party shall knowingly divulge, furnish or make available to any
third person, company, corporation or other organization, without the other
party's prior written consent, except for disclosure to officers, directors,
agents and those who have a need to know, any confidential or proprietary
information of or concerning the other party, including without limitation,
confidential methods of operation and organization, confidential lists of
providers or beneficiaries or any other such confidential or proprietary
information or data, or use any such information otherwise than under this
Agreement.

      10.5 IPA shall provide, and shall ensure that IPA Participating Providers
provide, upon request, Member medical records and encounter data to MDNY, and
shall ensure that IPA Participating Providers provide to IPA, upon request,
Member medical records and encounter data to the extent necessary for
utilization review activities, claims processing and provider payment, and to
DOll (at no charge) for the purpose of inspection and copying. In addition, PA
shall provide and shall ensure that IPA Participating Providers provide to MI)NY
and DOll, upon request, all financial data and reports and information
concerning the appropriateness and quality of services provided pursuant to this
Agreement, to the extent authorized by law. This provision shall survive the
termination of this Agreement for any reason.

11.   REPRESENTATIONS AND WARRANTIES:

      11.1 MDINY hereby represents, warrants and covenants to IPA as follows:


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<PAGE>

            (a) MDNY is a duly organized, validly existing New York business
corporation in good standing, with full corporate power and authority to execute
and deliver this Agreement and to perform the obligations undertaken herein. All
corporate action required to be taken by MID7NY to authorize its execution,
delivery and performance of this Agreement has been duly and properly taken.
MDNY is licensed as a health maintenance organization pursuant to the provisions
of Article 44 of the Public Health Law and will maintain its license in good
standing.

            (b) This Agreement is duly executed and delivered by MDNY and is the
valid and legally binding obligation of MDNY, enforceable against it in
accordance with its terms.

            (c) Each of the representations, warranties and covenants set forth
in this section 11.1 shall survive the execution, expiration and termination of
this Agreement.

      11.2 IPA hereby represents, warrants and covenants to MDNY as follows:

            (a) IPA is a duly organized, validly existing New York entity in
good standing, with full corporate power and authority to execute and deliver
this Agreement and to perform the obligations undertaken herein. All corporate
action required to be taken by IPA to authorize its execution, delivery and
performance has been duly and properly taken.

            (b) IPA is a duly organized independent practice association,
established in accordance with the provisions of New York State law and
regulation, which contracts with physicians and other providers of medical or
medically related services in order that it may contract with MDNY.

            (c) This Agreement is duly executed and delivered by IPA and is the
valid and legally binding obligation of IPA, enforceable against it in
accordance with its terms.

            (d) Each of the representations, warranties and covenants set forth
in this section 11.2 shall survive the execution, expiration and termination of
this Agreement.

12.   AFFIRMATIVE ACTION PLAN

      MDNY and IPA are Equal Opportunity Employers each of which maintains an
Affirmative Action Program. The parties agree that they will comply with
Executive Order 11246, the Vietnam Era Veterans Readjustment Act of 1974, the
Drug Free Workplace Act of 1988, and the Vocational Rehabilitation Act in
transactions relating to any government contract.

13.   NON-COMPETITION/EXCLUSIVITY

      13.1 Except when required by law or regulation relating to health
maintenance


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<PAGE>

organizations, if during the term of this Agreement, IPA or any affiliate,
subsidiary, or its parent directly or indirectly begins to operate or files for
a license to operate a health maintenance organization or provider sponsored
organization or provider sponsored network in MDNY's service areas, MDNY shall
have the right to terminate this Agreement upon one hundred eighty (180) days
written notice. IPA shall notify MDNY in writing no less than one hundred eighty
(180) days prior to any such occurrence.

      13.2 The exclusivity of this Agreement shall be governed by the terms of
Exhibit C, attached hereto and incorporated herein.

      13.3 During the term of this Agreement, JPA is prohibited from soliciting
any Member for the purpose of marketing other health maintenance organization
plans to Member. In the event this Agreement terminates as a result of a breach
by IPA of this provision, the contracts between IPA and IPA Participating
Providers, including facilities and ancillary service providers with which IPA
has contracts, shall automatically be assigned to MDNY.

14.   MISCELLANEOUS

      14.1 Independent Contractors. None of the provisions of this Agreement is
intended to create nor shall be deemed or construed to create any relationship
between the parties hereto other than that of independent entities contracting
with each other hereunder solely for the purpose of effecting the provisions of
this Agreement. Neither of the parties hereto, nor any of their respective
employees, shall be construed to be the agent, employer or representative of the
other.

      14.2 Entire Agreement/Amendments. This Agreement, including any attached
Exhibits or Appendices, constitutes the entire understanding of the parties and
supercedes any prior oral or written negotiations, understandings, arrangements
or agreements between the parties and supercedes any oral written negotiations,
understandings, arrangement or agreement between the parties relating to the
subject matter of this Agreement. This Agreement may be amended at any time only
by written agreement executed by all parties hereto. Notwithstanding the
foregoing, the Provider Hospital Reference Manual, Exhibit A and/or Exhibit B,
may be amended unilaterally by MDNY. Material amendments to this Agreement
require prior approval by New York Department of Health thirty (30) days in
advance of their anticipated execution.

      14.3 No Assignment. Because of the special nature of IPA=s and
Participating Providers' services, PA and Participating Providers may not assign
any rights (except to an accounting or billing agent) or delegate any duties of
this Agreement without the express written consent of MDNY. Any purported
assignment or delegation in derogation of this prohibition shall be null and
void. MDNY may, for business purposes, assign its rights and/or delegate its
obligations to a successor in interest or any purchaser of all or any part of
the business of MDNY. Any assignment of this Agreement requires the prior
approval of the New York State Department of Health.


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<PAGE>

      14.4 Notices. All notices required or given under this Agreement, except
for notices given pursuant to Section 8 of this Agreement, shall be in writing,
addressed as set forth below (or to such other address as any party may so
designate by like notice from time to time) and shall be mailed by first-class
mail or transmitted, against confirmed receipt, by facsimile. Notices given
pursuant to Section 8 of this Agreement shall be in writing and shall be mailed
by first-class mail, registered or certified mail, return receipt requested,
postage pre-paid, or transmitted, against confirmed receipt, by facsimile, or
sent via overnight carrier or by hand-delivery. Receipt of notice shall be
presumed on the third day after mailing, if the notice is mailed as herein
provided, the same day if notice is sent via facsimile or by hand-delivery, and
one day after deposit with an overnight courier if sent via overnight courier.

      If notice is to MDNY, it shall be sent to:

                  MDNY Healthcare, Inc.
                  One Huntington Quadrangle, Suite 4C01
                  Melville, New York 11747
                  Fax:  (516) 454-1914
                  Attention:    Chief Executive Officer

      With a copy to:

                  Hodgson Russ LLP
                  One M&T Plaza, Suite 2000
                  Buffalo, New York 14203
                  Fax:  (716) 849-0349
                  Attention:    Ellen Weissman, Esq.

      If notice is sent to IPA, it shall be sent to:

                  [fill in address and faxl

                  Fax:
                  Attention:

      14.5 Waiver. The waiver by either party of a breach or violation of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any subsequent breach or violation hereof

      14.6 Governing Law. This Agreement shall be governed and construed in all
respects by applicable New York State and federal laws without reference to
conflicts of law principles. The invalidity or unenforceability of any terms or
conditions hereof shall in no way affect the validity or enforceability of any
other term or provision.


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<PAGE>

      14.7 Enforceability. If any provision of this Agreement shall be held, be
deemed to be or shall in fact be invalid, inoperative or unenforceable as
applied to any particular case in any jurisdiction or jurisdictions, or in all
jurisdictions or in all cases, because such provision conflicts with any
constitution, statute, rule of public policy or for any other reason, such
circumstance shall not have the effect of rendering the provision or provisions
in question invalid, inoperative or unenforceable in any other jurisdiction or
in any other case or circumstance or of rendering any other provision or
provisions herein contained invalid, inoperative or unenforceable to the extent
that such other provision or provisions are not themselves actually in conflict
with such constitution, statute or rule of public policy, but this Agreement
shall be reformed and construed in any such jurisdiction or case as if such
invalid, inoperative or unenforceable provision had never been contained herein
and such provision reformed so that it would be valid, operative and enforceable
to the maximum extent permitted in such jurisdiction or in such case.

      14.8 Force Majeure. Neither party shall be liable for any failure,
inability or delay to perform hereunder, if such failure, inability or delay is
due to war, strike, fire, explosion, sabotage, accident, casualty or any other
cause beyond the reasonable control of the parties so failing, providing due
diligence is used by that party in curing such cause and in resuming
performance.

      14.9 No Third Party Beneficiaries. No persons shall have any rights under
this Agreement unless such person is a party hereto. This Agreement is not a
third party beneficiary contract and shall not create any right of Members or
individual health professions or any other third party with respect to MDNY.

      14.10 Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which will be deemed the original Agreement, but
all of which together will constitute one and the same instrument.

      14.11 Successor. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective successors and permitted assigns.

      14.12 Survival. Neither the expiration nor termination of this Agreement
shall terminate obligations and right of the parties contained in Sections 5, 6,
10, and 14.5.

      14.13 Approvals. In the event a party=s approval is required in any term
or provision of this Agreement, such party=s approval shall not unreasonably be
withheld.

      14.14 Compliance. Notwithstanding any other provision of this Agreement,
the parties shall comply with the Managed Care Reform Act of 1996 (Chapter 705
of the Laws of 1996).

      14.15 DOH Approval. This Agreement shall be subject to the approval of the
New York State Department of Health.

      14.16 Physician Incentive Plan. The parties to this Agreement shall, to
the extent


                                       14
<PAGE>

applicable, comply with the Physician Inventive Plan (PW) regulations, 42 C.F.R.
4 17.479 and 42 C.F.R. 434.70 and shall incorporate the requirements of such
regulations into any agreement between a party and any other person or entity
for the provision of services under this Agreement. The parties acknowledge that
no specific payment will be made, directly or indirectly, as an inducement to
reduce or limit medically necessary services furnished to a Member.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first written above.

ISLAND PRACTICE ASSOCIATION, INC.                    MDNY HEALTHCARE, INC.

By: _________________________                       By: _______________________
Title:                                               Paul Accardi
                                                     Chief Executive Officer


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<PAGE>

                           IPA PARTICIPATION AGREEMENT
                                    EXHIBIT A

                     SERVICES EXCLUDED FROM COVERED SERVICES

Behavioral Health Services (including Mental Health and Alcohol and Substance
Abuse Services)

Dental Services

Chiropractic Services


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<PAGE>

                                    EXHIBIT B

                              MDNY FEE SCHEDULE(1)

----------

      (1)   Participating Providers will be paid a fee for each service
            performed, pursuant to a fee schedule that classifies services
            according to CPT codes, with assigned Relative Value Unit (ARVU@)
            factors. A percentage of Medicare Relative-Based Relative Value
            System, established by MDNY, will be utilized for each specialty and
            primary care provider. The fee schedule, together with any updates
            or revisions, will be made available to Participating Members.


                                       17
<PAGE>

                           IPA PARTICIPATION AGREEMENT
                                    EXHIBIT C

                              EXCLUSIVITY AGREEMENT

      This Agreement is not intended to be exclusive and either party may
contract with any other person or entity for purposes similar to those described
in this Agreement.


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<PAGE>

MDNY HEALTHCARE, INC.:

By: ______________________________________
                  President

ISLAND PROFESSIONAL ASSOCIATION I.PA., INC. (individually, and on behalf of each
of the Participating Providers)

By: ______________________________________
                  President

MERCY MEDICAL CENTER, ST. CATHERINE OF SIENA MEDICAL CENTER, ST. CHARLES
HOSPITAL AND REHABILITATION CENTER, ST. FRANCIS HOSPITAL and GOOD SAMARITAN
HOSPITAL MEDICAL CENTER, by CATHOLIC HEALTH SYSTEM OF LONG ISLAND, INC., AS
AGENT

By: ______________________________________
      President and Chief Executive Officer
      of Catholic Health System of Long
      Island, Inc.


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