STATE OF NORTH CAROLINA                                       FIRST AMENDMENT
                                                                    TO
COUNTY OF DURHAM                                            EMPLOYMENT AGREEMENT

     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and
entered into effective the 1st day of September,  1999 by and between PHYAMERICA
PHYSICIAN  SERVICES OF SOUTH FLORIDA,  INC., f/k/a Coastal Physician Services of
South Florida,  Inc. ("the "Employer" or "PhyAmerica"),  a Florida  corporation,
and SHERMAN PODOLSKY, M.D. ("Employee").

                               W I T N E S S E T H
                               -------------------

     WHEREAS,  Employer and Employee have previously  entered into an employment
agreement  dated  January 1, 1998 (the  "Agreement")  under  which  Employee  is
currently employed by Employer; and

     WHEREAS,  Employer  and  Employee  desire to modify the  existing  terms of
employment of Employee to increase his Base Salary;

     NOW,  THEREFORE,  in consideration of the terms and conditions set forth in
this  Amendment,  the parties hereby agree that the Agreement is hereby modified
as follows:

     1. AMENDMENT TO EXHIBIT A. Section 1 of EXHIBIT A,  Compensation,  attached
to the Agreement is hereby amended as of September 1, 1999, to increase the Base
Salary of Employee from $240,000 per annum to $300,000 per annum.

     2. This Amendment  shall be an amendment and  modification to the Agreement
and shall  become  part of the  Agreement  and  employment  arrangement  between
Employee and Employer from and after the date of this Amendment. All capitalized
terms  not  defined  herein  shall  have the same  meaning  as set  forth in the
Agreement.  Any conflict  between terms of this Amendment and the Agreement will
be resolved in favor of this Amendment.  Except as amended herein,  all terms of
the Agreement shall remain in full force and effect.

<PAGE>

IN WITNESS  WHEREOF,  the parties have  executed  this  Amendment as of the date
first above written.

                                         PHYAMERICA PHYSICIAN SERVICES
                                         OF SOUTH FLORIDA, INC.

                                         By:_____________________________

                                         Its:____________________________

ATTEST:

----------------------
Secretary

[Corporate Seal]

                                         ____________________________(SEAL)
                                         Sherman
                                         Podolsky,
                                         M.D.

<PAGE>

NORTH CAROLINA

DURHAM COUNTY

     I,  __________________________________,  a Notary  Public of the  aforesaid
County and State,  do hereby  certify  that  _______________________  personally
appeared before me this day and acknowledged that (s)he is the ______________ of
PHYAMERICA PHYSICIAN SERVICES OF SOUTH FLORIDA, INC., a Florida corporation, and
that by authority  duly given and as an act of the  corporation,  the  foregoing
instrument  was  signed  in  its  name  by  its  ___________,  and  attested  by
herself/himself  as  ____________________,  and sealed with its common corporate
seal.

     Witness my hand and notarial seal this ____ day of _____________, 1999.


                                         ----------------------------
                                                Notary Public

My Commission Expires:

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

NORTH CAROLINA

DURHAM COUNTY

     I, _______________________________, a Notary Public of the aforesaid County
and State, do hereby certify that SHERMAN  PODOLSKY,  M.D.  personally  appeared
before me this day and acknowledged the execution of the foregoing instrument.

     Witness my hand and notarial seal this ____ day of _________, 1999.


                                         ------------------------------
                                                Notary Public

My Commission Expires:

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