FIRST ADDENDUM TO MANAGEMENT SERVICES AGREEMENT
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     THIS FIRST ADDENDUM TO MANAGEMENT SERVICES AGREEMENT (the "First Addendum")
is executed and delivered as of September 1, 1995 (the "Execution  Date") by and
between AMSA,  INC., a Florida  corporation  (the  "Manager");  SHERIDAN MEDICAL
HEALTHCORP,  P.C., a New York professional  corporation f/k/a ANESTHESIOLOGISTS'
MANAGEMENT SERVICES ASSOCIATES,  P.C. ("PC"); and, SHERIDAN HEALTHCORP,  INC., a
Florida corporation ("Sheridan").

                               PRELIMINARY STATEMENTS

     1. The Manager and PC entered into a Management Services  Agreement,  dated
as of  November  28,  1994,  with a term  commencing  on  November  28, 1994 and
expiring  on November  27, 1995 (the  "Agreement").  All  capitalized  terms not
defined  in this  First  Addendum  shall  have the  meanings  given  them in the
Agreement.  The Agreement and this First  Addendum  shall be  collectively,  the
"Agreement".

     2. The parties desire to amend the Agreement  pursuant to the terms of this
First  Addendum.  In the event of any  inconsistency  between  the terms of this
First  Addendum and the  Agreement,  then the terms of this First Addendum shall
control.

     3. The Manager  desires to be released and discharged from all liability to
PC in connection with the Agreement. The Manager is a wholly-owned subsidiary of
Sheridan.  Sheridan is willing to assume all of the  Manager's  obligations  and
liabilities  under the Agreement,  whether arising before or after the execution
and delivery of this First Addendum.

     NOW THEREFORE,  for and in consideration of the mutual covenants  contained
in this First Addendum and the Agreement,  the Manager, PC and Sheridan agree as
follows:

                                              AGREEMENT

     1. Name Change.  Effective May 16, 1995,  PC amended its corporate  name to
Sheridan Medical Healthcorp,  P.C. References to PC throughout the Agreement and
the First Amendment shall mean Sheridan Medical Healthcorp, P.C.

     2.   Assignment and Assumption.

     (a)  Sheridan  agrees  to  perform  and be  bound  by all the  terms of the
Agreement in all respects as if it were the original party, AMSA, INC. ("AMSA"),
under the Agreement and to assume all of the  obligations and liabilities of the
Manager under the Agreement,  whether  arising before of after the execution and
delivery of this Addendum.



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     (b) AMSA assigns to Sheridan  all of its rights,  title and interest in the
Agreement. PC releases and discharges AMSA from all future obligations under the
Agreement after August 31, 1995.  Effective  September 1, 1995 all references to
the Manager throughout the Agreement shall mean Sheridan Healthcorp, Inc.

     (c) PC accepts  Sheridan as the  substituted  Manager to the  Agreement and
agrees to continue to be bound by the terms of the  Agreement in all respects as
if Sheridan was originally named as the Manager in the Agreement.

     3.  Section  10 of the  Agreement,  Term  and  Termination  is  amended  by
replacing the existing Section 10(a) with the following provision:

     (a) Term.  This Agreement  shall commence on the Effective Date and, unless
terminated  pursuant  to the  terms,  shall  expire on  November  27,  2001 (the
"Term"). The Term shall be automatically renewed for additional seven-year terms
on the seventh  Anniversary  of the Effective Date and each  subsequent  seventh
Anniversary  thereafter  unless previously  terminated  pursuant to the terms of
this Agreement or otherwise  mutually agreed between the parties of their intent
not to renew the Term or Terms.

     4. Section  16(b) of the  Agreement,  Notices,  is amended by replacing the
existing addresses with the following:

           If to the Manager:       Sheridan Healthcorp, Inc.
                                    4651 Sheridan Street, Suite 400
                                    Hollywood, FL 33021
                                    ATTN:   Jay A. Martus, Esq.
                                    Vice President and General Counsel

           If to PC:                 Sheridan Medical Healthcorp, P.C.
                                     4651 Sheridan Street, Suite 400
                                     Hollywood, FL  33021
                                     ATTN:  Gilbert Drozdow, M.D.
                                            President

     5. All other provisions of the Agreement not expressly amended by the terms
of this First Addendum remain unchanged and in full force and effect.



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     AMSA, PC and Sheridan  have each caused this First  Addendum to be executed
and delivered by their duly authorized officers as of the Execution Date.


AMSA:                                       PC:


AMSA, INC.,                                 SHERIDAN MEDICAL HEALTHCORP, P.C.,
a Florida corporation                       a New York professional corporation


By: _____________________________            By: _____________________________
    Jay A. Martus, Esq.                          Gilbert Drozdow, M.D.
    Vice President and General Counsel           President


SHERIDAN:

SHERIDAN HEALTHCORP, INC.,
a Florida corporation



By: _____________________________
    Jay A. Martus, Esq.
    Vice President and General Counsel