FIRST AMENDMENT
                  TO THE AMENDED AND RESTATED CREDIT AGREEMENT

     This FIRST  AMENDMENT TO THE AMENDED AND  RESTATED  CREDIT  AGREEMENT  (the
"Amendment  Agreement"),  dated as of  December  17,  1997 is made by and  among
SHERIDAN HEALTHCARE,  INC., a Delaware corporation having its principal place of
business  in  Hollywood,   Florida  (the  "Borrower"),   NATIONSBANK,   NATIONAL
ASSOCIATION  (as  successor  by  merger  to  NationsBank,  National  Association
(South)),  a national banking association  organized and existing under the laws
of the United States,  as Lender,  and  NATIONSBANK,  NATIONAL  ASSOCIATION  (as
successor  by merger  to  NationsBank,  National  Association  (South)),  in its
capacity as agent for the Lenders (in such capacity,  the "Agent").  Capitalized
terms used but not otherwise  defined herein shall have the meanings ascribed to
such terms in the Credit Agreement (as defined below).

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

     WHEREAS,  the  Borrower,  the Agent and the Lenders  have entered into that
certain Amended and Restated  Credit  Agreement dated as of March 12, 1997 ( the
"Credit Agreement"); and

     WHEREAS, the Agent and certain of its Subsidiaries and certain professional
corporations  or  associations  whose  financial  results  are  included  in the
consolidated  financial  statements of the Borrower have entered into an Amended
and  Restated  Guaranty  and  Suretyship  Agreement  dated as of March 12, 1997,
pursuant to which such Subsidiaries,  Partnerships and professional corporations
or  associations  whose  financial  results  are  included  in the  consolidated
financial statements of the Borrower have guaranteed the Borrower's  Liabilities
under the Credit Agreement; and

     WHEREAS,  certain  Subsidiaries  and certain  professional  corporations or
associations whose financial results were included in the consolidated financial
statements  of the Borrower  were  released  from their  obligations  thereunder
pursuant  to that  certain  Consent  Letter  dated as of April 10, 1997 from the
Agent to the Borrower; and

     WHEREAS, Becerra & Augustino,  M.D., Inc., a professional corporation whose
financial results are included in the consolidated  financial  statements of the
Borrower  ("B&A"),  and the Agent have entered  into a Guaranty  and  Suretyship
Agreement  dated as of April 29, 1997 pursuant to which B&A has  guaranteed  the
Borrower's Liabilities under the Credit Agreement; and

     WHEREAS,   Castillo-Plaza   &  Associates,   M.D.,   Inc.,  a  professional
corporation whose financial  results are included in the consolidated  financial
statements of the Borrower  ("CPA"),  and the Agent have entered into a Guaranty
and  Suretyship  Agreement  dated as of May 13,  1997  pursuant to which CPA has
guaranteed the Borrower's Liabilities under the Credit Agreement; and

     WHEREAS,  Drs.  Grabois,  Firestone,  Halfon & Lebow,  P.A. a  professional
association whose financial  results are included in the consolidated  financial

<PAGE>

statements of the Borrower ("GFH&L"), and the Agent have entered into a Guaranty
and Suretyship  Agreement  dated as of September 4, 1997 pursuant to which GFH&L
has guaranteed the Borrower's Liabilities under the Credit Agreement; and

     WHEREAS,  Woman to Woman  Obstetrics &  Gynecology,  P.A.,  a  professional
association whose financial  results are included in the consolidated  financial
statements of the Borrower ("WWO&G"), and the Agent have entered into a Guaranty
and Suretyship  Agreement  dated as of September 4, 1997 pursuant to which WWO&G
has guaranteed the Borrower's Liabilities under the Credit Agreement; and

     WHEREAS,  Frederick N. Herman,  M.D.,  P.A.,  a Florida  corporation  whose
financial results are included in the consolidated  financial  statements of the
Borrower  ("Herman"),  and the Agent have entered into a Guaranty and Suretyship
Agreement  dated as of November 3, 1997 pursuant to which Herman has  guaranteed
the Borrower's Liabilities under the Credit Agreement; and

     WHEREAS,  Sheridan Children's Healthcare Services of Pennsylvania,  P.A., a
Pennsylvania   corporation   whose   financial   results  are  included  in  the
consolidated financial statements of the Borrower ("SCHSP"),  and the Agent have
entered into a Guaranty and Suretyship  Agreement  dated as of November 30, 1997
pursuant to which SCHSP has  guaranteed  the  Borrower's  Liabilities  under the
Credit Agreement; and

     WHEREAS, the Borrower has requested that the Agent and the Lenders amend
the Credit Agreement; and

     WHEREAS,  upon the terms and conditions contained herein, the Agent and the
Lenders are willing to amend the Credit Agreement;

     NOW, THEREFORE,  in consideration of the premises and conditions herein set
forth, it is hereby agreed as follows:

     1.     Credit Agreement Amendment.  Subject to the conditions hereof, the
Credit Agreement is hereby amended, effective as of the date hereof as
follows:

     (a)     The following new definitions are added to Section 1.1:

               "'First  Amendment"  means that  certain  First  Amendment to the
Amended and Restated  Credit  Agreement  dated as of December  17, 1997,  by and
among the Borrower, the Lenders, and the Agent.

               'Asset Disposition' means any voluntary  disposition,  whether by
sale, lease or transfer of (a) any or all of the assets, excluding cash and cash
equivalents,  of the Borrower or any Subsidiary or any professional  corporation
or  association  whose  financial  results  are  included  in  the  consolidated

                                       2
<PAGE>

financial  statements  of the  Borrower,  and (b) any of the capital  stock,  or
securities and  investments  interchangeable,  exercisable or convertible for or
into, or otherwise entitling the holder to receive,  any of the capital stock of
any Subsidiary or any  professional  corporation or association  whose financial
results are included in the  consolidated  financial  statements of the Borrower
(other than a disposition to the Borrower or a Guarantor).

               'Debt  Offering'  means the  incurrence of any  Indebtedness  for
Money  Borrowed  permitted  hereunder in  connection  with a public  offering or
private  placement of debt  securities of the Borrower or any  Subsidiary or any
professional  corporation or association whose financial results are included in
the consolidated financial statements of the Borrower.

               'Equity  Offering'  means a public or private  offering of equity
securities   (including,   without   limitation,   any  security  or  investment
exchangeable, exercisable or convertible for or into, or otherwise entitling the
holder to receive,  equity  securities) of the Borrower or any Subsidiary or any
professional  corporation or association whose financial results are included in
the  consolidated  financial  statements of the Borrower  (other than securities
issued to the  Borrower or a  Subsidiary);  provided  however,  the term "Equity
Offering" shall not include any issuance of equity securities in connection with
the exercise of stock options granted, or purchase of restricted stock, pursuant
to Schedule 9.9.

               'Net  Proceeds'  means  (a)  from  any  Equity  Offering  or Debt
Offering  cash  payments  received  by the  Borrower  or any  Subsidiary  or any
professional  corporation or association whose financial results are included in
the  consolidated  financial  statements  of the Borrower  therefrom as and when
received,  net of all  legal,  accounting,  banking  and  underwriting  fees and
expenses,  commissions,  discounts  and  other  issuance  expenses  incurred  in
connection  therewith  and  all  taxes  required  to be  paid  or  accrued  as a
consequence  of such  issuance;  (b) from any Asset  Disposition  cash  payments
received by the Borrower or any  Subsidiary or any  professional  corporation or
association whose financial  results are included in the consolidated  financial
statements of the Borrower therefrom  (including cash payments received pursuant
to any note or  other  debt  security  received  in  connection  with any  Asset
Disposition)  as and when  received,  net of (i) all legal fees and expenses and
other  fees and  expenses  paid to third  parties  and  incurred  in  connection
therewith,  (ii) all taxes  required to be paid or accrued as a  consequence  of
such sale,  (iii) amounts applied to repayment of  Indebtedness  (other than the
Obligations)  secured by a Lien on the asset or property disposed,  and (iv) any
other necessary costs incurred in connection with the sale."

     (b) The definition of "Applicable  Margin" in Section 1.1 is hereby amended
in its entirety so that as amended it shall read as follows:

                                       3
<PAGE>

          "'Applicable  Margin'  and  'Applicable  Unused  Fee'  means  for each
Eurodollar  Rate Loan that  percent  per annum set forth  below,  which shall be
based upon the  Consolidated  Leverage  Ratio for the  Four-Quarter  Period most
recently ended as specified below:

     Tier     Consolidated Leverage Ratio       Eurodollar            Applicable
                                             Applicable Margin        Unused Fee

     I        Less than 1.50 to 1.00              1.000%                 0.250%

     II       Equal to or greater
              than 1.50 to 1.00                   1.125%                 0.375%
              and less than 2.00 to 1.00

     III      Equal to or greater
              than 2.00 to 1.00                   1.375%                 0.375%
              and less than 2.50 to 1.00

     IV       Equal to or greater
              than 2.50 to 1.00                   1.875%                 0.500%
              and equal to or less
              than 3.00 to 1.00

From the effective  date of the First  Amendment to the first  Business Day next
following  the  six  month  anniversary  of the  effective  date  of  The  First
Amendment,  the Applicable  Margin and  Applicable  Unused Fee shall be Tier IV.
Thereafter, the Applicable Margin and Applicable Unused Fee shall be established
at the end of each  fiscal  quarter  of the  Borrower  (each,  a  "Determination
Date").  Any change in the Applicable  Margin or Applicable Unused Fee following
each  Determination  Date shall be determined  based upon the  computations  set
forth in the certificate  furnished to the Agent pursuant to Section  8.1(a)(ii)
and Section 8.1(b)(ii),  subject to review and confirmation of such computations
by the Agent,  and shall be effective  commencing on the first Business Day next
following the date such  certificate is received (or, if earlier,  the date such
certificate was required to be delivered) until the first Business Day following
the date on which a new certificate is delivered or is required to be delivered,
whichever  shall first occur;  provided  however,  if the Borrower shall fail to
deliver any such  certificate  within the time period  required by Section  8.1,
then the Applicable  Margin and Applicable Unused Fee shall be Tier IV until the
appropriate certificate is so delivered."

     (c) Subclause  (ii) in the definition of "Change of Control" in Section 1.1
is hereby amended so that as amended it shall read as follows:

          "(ii) if TA  Associates  shall at anytime  cease to own,  directly  or
indirectly,  at least fifteen  percent (15%) of the combined voting power of all
Voting Stock of the Borrower; provided, however, that to the extent the Borrower
completes  any  Acquisition  permitted  hereunder  which is  accounted  for as a
"pooling of interests" such that the  consolidated  stockholder's  equity of the
Borrower is diluted, the percentage threshold required under this subclause (ii)
shall decrease pro rata based on the amount of such dilution."


                                       4
<PAGE>

     (d) The definition of "Total Revolving Credit Commitment" in Section 1.1 is
hereby amended in its entirety so that as amended it shall read as follows:

     "'Total  Revolving  Credit  Commitment'  means a principal  amount equal to
$50,000,000, as reduced from time to time in accordance with Section 2.7."

     (e) The  definition of "Stated  Termination  Date" in Section 1.1 is hereby
amended in its entirety so that as amended it shall read as follows:

          "'Stated Termination Date' means December 16, 2000."

     (f)  Section  2.3 is hereby  amended in its  entirety so that as amended it
shall read as follows:

          "2.3 Payment of Principal. (a) Manner of Payment. The principal amount
of each  Revolving Loan shall be due and payable to the Agent for the benefit of
each Lender in full on the  Revolving  Credit  Termination  Date,  or earlier as
specifically  provided herein. The principal amount of any Base Rate Loan may be
prepaid in whole or in part at any time. The principal  amount of any Eurodollar
Rate  Loan may be  prepaid  only at the end of the  applicable  Interest  Period
unless the  Borrower  shall pay to the Agent for the  account of the Lenders the
additional  amount,  if any,  required  under  Section 5.4. All  prepayments  of
Revolving  Loans made by the Borrower  shall be in the amount of (i) $500,000 or
such  greater  amount  which is an integral  multiple of $100,000 in the case of
Eurodollar Rate Loans, (ii) $100,000 or such greater amount which is an integral
multiple of $100,000 in the case of Base Rate Loans,  or (iii) the amount  equal
to all Revolving Credit Outstandings or such other amount as necessary to comply
with Section 2.1(b) or Section 2.8.

          (b)  Mandatory  Prepayments.  The  Borrower  shall make the  following
required prepayments,  each such payment to be made to the Agent for the benefit
of the Lenders within the time period specified below:

               (i) Equity  Offerings.  The Borrower  shall make,  or shall cause
each applicable Subsidiary or any  professional corporation or association whose
financial results are included in the consolidated  financial  statements of the
Borrower to make, a prepayment  from the Net Proceeds of any Equity  Offering in
an amount equal to one hundred percent (100%) of such Net Proceeds.    Each such
prepayment shall be made within fifteen (15) Business Days of receipt of    such
Net  Proceeds and upon not less than three (3) Business  Days' written notice to
the Agent,   and shall  include within one   (1)   Business Day  of  repayment a
certificate of  an Authorized Representative  setting forth in reasonable detail
the  calculations  utilized  in  computing  the  amount  of  the  Net  Proceeds.
Notwithstanding  the  foregoing,  however,  any  prepayment  required under this

                                       5
<PAGE>

Section  2.3(b)  shall  not  be  required  for  fifty  percent  (50%)  of  up to
$16,000,000 in Net Proceeds from the first equity  issuance  occurring after the
effective date of The First Amendment.

               (ii) Debt Offerings. The Borrower shall make, or shall cause each
applicable  Subsidiary or any  professional  corporation  or  association  whose
financial results are included in the consolidated  financial  statements of the
Borrower to make, a prepayment  from the Net Proceeds of any Debt Offering in an
amount  equal to one  hundred  percent  (100%) of such Net  Proceeds.  Each such
prepayment  shall be made within  fifteen (15)  Business Days of receipt of such
Net Proceeds and upon not less than three (3) Business  Days' written  notice to
the  Agent,  and shall  include  within  one (1)  Business  Day of  repayment  a
certificate of an Authorized  Representative  setting forth in reasonable detail
the calculations utilized in computing the amount of the Net Proceeds.

               (iii) Asset Dispositions. The Borrower shall make, or shall cause
each applicable Subsidiary or any professional  corporation or association whose
financial results are included in the consolidated  financial  statements of the
Borrower to make, a prepayment from the Net Proceeds of any Asset Disposition in
an amount equal to one hundred  percent  (100%) of such Net Proceeds.  Each such
prepayment  shall be made within  fifteen (15)  Business Days of receipt of such
Net Proceeds and upon not less than three (3) Business  Days' written  notice to
the  Agent,  and shall  include  within  one (1)  Business  Day of  repayment  a
certificate of an Authorized  Representative  setting forth in reasonable detail
the calculations utilized in computing the amount of the Net Proceeds.

          All  mandatory  prepayments  made  pursuant to this  Section 2.3 shall
permanently  reduce the Total Revolving Credit  Commitment.  Any prepayment of a
Eurodollar  Rate Loan pursuant to this Section 2.3 other than on the last day of
an Interest  Period shall be  accompanied  by the  additional  payment,  if any,
required under Section 5.4 hereof.

     (g) Section 2.10 is hereby amended so that the phrase "0.375% per annum" in
the third line is deleted and replaced with "the Applicable Unused Fee".

     (h) Section 9.1(a) is hereby amended as follows:

               (1)     The amount "$32,500,000" in subclause (i) is hereby
         deleted and replaced with the amount "$33,755,000".

               (2) The amount "75%" in subclause  (ii)(A) is hereby  deleted and
         replaced with the amount "50%".

               (3)  Subclause  (ii)(c) is hereby  deleted and replaced  with the
         phrase "100% of the Net Proceeds of any Equity Offering".

                                       6
<PAGE>

     (i) Section  9.1(c) is hereby amended in its entirety so that as amended it
shall read as follows:

          "(c)     Consolidated Fixed Charge Ratio.  Permit at any time during
      the respective periods set forth below the Consolidated Fixed Charge Ratio
      to be less than that set forth opposite each such period:

          FOUR-QUARTER PERIOD ENDING          CONSOLIDATED FIXED CHARGE RATIO
          --------------------------          -------------------------------

        Closing - September 30, 1998                 2.00 to 1.00

        October 1, 1998 - September 30, 1999         2.25 to 1.00

        Thereafter                                   2.75 to 1.00

     (j) Section  9.2(d) is hereby amended in its entirety so that as amended it
shall read as follows:

          "(d) if the Cost of Acquisition  shall (A) exceed  $5,000,000 in cash,
or (B) exceed  $8,000,000 in the  aggregate,  or (C) cause the aggregate Cost of
Acquisitions incurred in fiscal year 1997 to exceed $25,000,000 or in any Fiscal
Year  thereafter to exceed  $20,000,000,  the Required  Lenders shall consent to
such Acquisition in their discretion;"

     (k) Section  9.7(b) is hereby amended in its entirety so that as amended it
shall read as follows:

     "(b)      Eligible Securities;"

     (l) Section  12.5 is hereby  amended in its  entirety so that as amended it
shall read as follows:

          "12.5 Expenses.  The Borrower agrees (a) to pay or reimburse the Agent
for all its reasonable  out-of-pocket  costs and expenses incurred in connection
with the preparation,  negotiation,  syndication,  execution and delivery of the
Loan Documents  (including due diligence expenses and travel expenses),  and the
consummation of the transactions contemplated thereby,  including the reasonable
fees and  disbursements  of counsel to the Agent,  (b) to pay or  reimburse  the
Agent for all of its  reasonable  out-of-pocket  costs and expenses  incurred in
connection with any amendment,  supplement or  modification  to, any of the Loan
Documents  (including  due  diligence  expenses  and travel  expenses),  and the
consummation of the transactions contemplated thereby,  including the reasonable
fees and  disbursements  of counsel to the Agent,  (c) to pay or  reimburse  the
Agent and the Lenders for all their costs and  expenses  incurred in  connection
with the  enforcement or  preservation  of any rights under the Loan  Documents,
including  the  reasonable  fees  and  disbursements  of their  counsel  and any

                                       7
<PAGE>

payments in  indemnification  or  otherwise  payable by the Lenders to the Agent
pursuant to the Loan Documents, and (d) to pay, indemnify and hold the Agent and
the Lenders  harmless from any and all recording and filing fees and any and all
liabilities  with respect to, or  resulting  from any failure to pay or delay in
paying, documentary, stamp, excise and other similar taxes, if any, which may be
payable or  determined  to be  payable  in  connection  with the  execution  and
delivery  of  any of the  Loan  Documents,  or  consummation  of any  amendment,
supplement or modification  of, or any waiver or consent under or in respect of,
any Loan Document.

     2.  REPRESENTATIONS  AND  WARRANTIES.  In order to induce the Agent and the
Lenders to enter into this Amendment  Agreement,  the Borrower hereby represents
and warrants that the Credit  Agreement has been re-examined by the Borrower and
that  except as  disclosed  by the  Borrower in writing to the Lenders as of the
date hereof except:

     (a) The  representations and warranties made by the Borrower in Article VII
thereof  are  true  on and as of the  date  hereof  except  that  the  financial
statements  referred to in Section 7.6 shall be those most recently furnished to
the Agent pursuant to Section 8.1;

     (b) There has been no material  adverse change in the condition,  financial
or otherwise,  of the Borrower and its  Subsidiaries  since the date of the most
recent  financial  reports of the Borrower  delivered to the Agent under Section
8.1  thereof,  other than changes in the  ordinary  course of business,  none of
which has been a material adverse change;

     (c) The business and  properties of the Borrower and its  Subsidiaries  are
not,  and since the date of the most recent  financial  reports of the  Borrower
delivered  to the Agent under  Section  8.1  thereof,  have not been,  adversely
affected  in  any  substantial  way  as  the  result  of  any  fire,  explosion,
earthquake,  accident, strike, lockout,  combination of workers, flood, embargo,
riot,  activities  of armed forces,  war or acts of God or the public enemy,  or
cancellation or loss of any major contracts; and

     (d) After giving effect to this Amendment  Agreement,  no condition  exists
which,  upon the  effectiveness  of the  amendment  contemplated  hereby,  would
constitute  a Default or an Event of Default on the part of the  Borrower  under
the Credit Agreement or the Notes,  either immediately or with the lapse of time
or the giving of notice, or both.

     3. CONDITIONS  PRECEDENT.  The effectiveness of this Amendment Agreement is
subject to the receipt by the Agent of the following:

     (a)     six counterparts of this Amendment Agreement duly executed by all
signatories hereto; and

                                       8
<PAGE>

     (b) copies of all additional  agreements,  instruments  and documents which
the Agent may  reasonably  request,  such  documents,  when  appropriate,  to be
certified by appropriate governmental authorities; and

          (c) receipt of payment by the Agent for all its  reasonable  costs and
expenses incurred in connection with the preparation,  negotiation and execution
of this Amendment  Agreement,  including without  limitation the reasonable fees
and disbursements of counsel to the Agent; and

          (d) execution of the  Underwriting  Fee Letter dated  December 4, 1997
(the "Fee Letter") and payment of all fees described therein that are payable on
or before the effective date of this Amendment Agreement.

All  proceedings  of the  Borrower  relating to the matters  provided for herein
shall be satisfactory to the Lenders, the Agent and their counsel.

     4.  ENTIRE  AGREEMENT.  This  Amendment  Agreement  sets  forth the  entire
understanding  and  agreement  of the parties  hereto in relation to the subject
matter hereof and supersedes  any prior  negotiations  and agreements  among the
parties relative to such subject matter. No promise,  condition,  representation
or  warranty,  express or  implied,  not  herein set forth  shall bind any party
hereto,  and no  one of  them  has  relied  on any  such  promise,  condit  ion,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment  Agreement  otherwise expressly stated, no representations,
warranties or  commitments,  express or implied,  have been made by any party to
the other.  None of the terms or conditions of this  Amendment  Agreement may be
changed,  modified,  waived or canceled orally or otherwise,  except by writing,
signed by all the parties hereto, specifying such change,  modification,  waiver
or cancellation of such terms or conditions,  or of any proceeding or succeeding
breach thereof.

     5. CONSENT OF GUARANTORS.  The  Guarantors  have joined in the execution of
this Amendment  Agreement for the purposes of consenting  hereto,  including the
increase  of  the  Total  Revolving   Credit   Commitment  from  $35,000,000  to
$50,000,000,  and for the further  purpose of confirming  their  guaranty of the
Obligations of the Borrower as provided in the Facility Guaranty.

     6.  FULL  FORCE  AND  EFFECT OF  AGREEMENT.  Except as hereby  specifically
amended,  modified  or  supplemented,  the Credit  Agreement  and all other Loan
Documents are hereby  confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.

     7. COUNTERPARTS.  This Amendment Agreement may be executed in any number of
counterparts,  each of which  shall be deemed an  original  as against any party
whose signature appears thereon,  and all of which shall together constitute one
and the same instrument.


                                       9
<PAGE>

     8.  GOVERNING  LAW.  THIS  AMENDMENT  AGREEMENT  SHALL IN ALL  RESPECTS  BE
GOVERNED BY THE LAW OF THE STATE OF  FLORIDA,  WITHOUT  REGARD TO ANY  OTHERWISE
APPLICABLE  PRINCIPLES OF CONFLICT OF LAWS.  THE BORROWER  HEREBY (i) SUBMITS TO
THE  JURISDICTION  AND VENUE OF THE STATE AND FEDERAL  COURTS OF FLORIDA FOR THE
PURPOSES  OF  RESOLVING  DISPUTES  HEREUNDER  OR  UNDER  ANY OF THE  OTHER  LOAN
DOCUMENTS TO WHICH IT IS A PARTY OR FOR PURPOSES OF  COLLECTION  AND (ii) WAIVES
TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION.

     9.  Enforceability.  Should  any  one or  more  of the  provisions  of this
Amendment  Agreement be determined to be illegal or  unenforceable  as to one or
more of the parties  hereto,  all other  provisions  nevertheless  shall  remain
effective and binding on the parties hereto.

     10.     Credit Agreement.  All references in any of the Loan Documents to
the Credit Agreement shall mean and include the Credit Agreement as amended
hereby.

     11. Successors and Assigns.  This Amendment Agreement shall be binding upon
and inure to the benefit of each of the  Borrower,  the  Lenders,  the Agent and
their  respective  successors,  assigns  and  legal  representatives;  provided,
however,  that the Borrower,  without the prior consent of the Lenders,  may not
assign any rights, powers, duties or obligations hereunder.


                 [Remainder of page intentionally left blank.]

                                       10
<PAGE>

       IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Amendment
Agreement to be duly executed by their duly authorized  officers,  all as of the
day and year first above written.


                          SHERIDAN HEALTHCARE, INC.



                          By:
                               ------------------------------------
                              Name:     Jay A. Martus
                              Title:    Vice President


                          GUARANTORS:
                          -----------

                          SHERIDAN HEALTHCORP, INC.
                          SHERIDAN HEALTHCARE OF WEST FLORIDA, INC.
                          PRIMEDICA HEALTHCARE, INC.
                          MEDISERV, INC.
                          SHERIDAN CHILDREN'S HEALTHCARE SERVICES, INC.
                          SHERIDAN CHILDREN'S HEALTHCARE
                             SERVICES OF WEST VIRGINIA, INC.
                          CHILDREN'S HOSPITAL SERVICES, INC.
                          SHERIDAN HEALTHCARE OB/GYN, INC.
                          BECERRA & AUGUSTINO, M.D., INC.
                          CASTILLO-PLAZA & ASSOCIATES, M.D., INC.
                          DRS. GRABOIS, FIRESTONE, HALFON & LEBOW, P.A.
                          WOMAN TO WOMAN OBSTETRICS
                              & GYNECOLOGY, P.A.
                          FREDERICK N. HERMAN, M.D., INC.




                          By:
                               -----------------------------------
                              Name:     Jay A. Martus
                              Title:    Vice President

                          SHERIDAN FINANCE CORP.
                          SHERIDAN STC CORP.



                          By:
                               -----------------------------------
                              Name:     Michael Schundler
                              Title:    Vice President

                             Signature Page 1 of 2
<PAGE>
                          SHERIDAN MEDICAL HEALTHCORP, P.C.
                          SHERIDAN HEALTHCARE OF TEXAS, P.A.
                          SHERIDAN HEALTHCARE OF CALIFORNIA
                             MEDICAL GROUP, INC.
                          SHERIDAN CHILDREN'S HEALTHCARE
                             SERVICES OF PENNSYLVANIA, P.C.




                          By:
                               -----------------------------------
                              Name:     Gilbert Drozdow
                              Title:    President

                          NATIONSBANK, NATIONAL ASSOCIATION,
                          as Agent and Lender



                          By:
                               -----------------------------------
                              Name:     Michael A. Crabb, III
                              Title:    Vice President

                             Signature Page 2 of 2
<PAGE>

                       TOTAL REVOLVING CREDIT COMMITMENT
                       ---------------------------------

                                PROMISSORY NOTE
                                (Revolving Loan)

$50,000,000                                            Charlotte, North Carolina
                                                               December 17, 1997


     FOR VALUE  RECEIVED,  SHERIDAN  HEALTHCARE,  INC.,  a Delaware  corporation
having its  principal  place of  business  located in  Hollywood,  Florida  (the
"Borrower"),  hereby  promises  to pay to the  order  of  NATIONSBANK,  NATIONAL
ASSOCIATION (the "Lender"),  in its individual capacity, in care of NATIONSBANK,
NATIONAL  ASSOCIATION  ,  as  agent  for  the  Lenders  (the  "Agent"),  at  One
Independence  Center, 101 North Tryon Street,  NC1-001-15-04,  Charlotte,  North
Carolina  28255 (or at such other place or places as the Agent may  designate in
writing)  at the times set forth in the Amended and  Restated  Credit  Agreement
dated as of March 12,  1997,  as  amended  pursuant  to that  certain  Amendment
Agreement  No.  1 to the  Amended  and  Restated  Credit  Agreement  dated as of
December 17, 1997, among the Borrower,  the financial institutions party thereto
(collectively,  the "Lenders") and the Agent (the "Agreement"  --all capitalized
terms not otherwise defined herein shall have the respective  meanings set forth
in the  Agreement),  in  lawful  money  of the  United  States  of  America,  in
immediately  available  funds,  the principal  amount of FIFTY  MILLION  DOLLARS
($50,000,000)  or, if less than such  principal  amount,  the  aggregate  unpaid
principal  amount of all  Revolving  Loans  made by the  Lender to the  Borrower
pursuant to the  Agreement  on the  Revolving  Credit  Termination  Date or such
earlier date as may be required  pursuant to the terms of the Agreement,  and to
pay interest from the date hereof on the unpaid principal amount hereof, in like
money,  at said office,  on the dates and at the rates provided in Article II of
the  Agreement.  All or any  portion  of the  principal  amount  of Loans may be
prepaid or required to be prepaid as provided in the Agreement.

     If payment of all sums due hereunder is accelerated  under the terms of the
Agreement,  the then remaining  principal amount and accrued but unpaid interest
shall bear interest  which shall be payable on demand at the rates per annum set
forth in the proviso to Section 2.2 (a) of the Agreement.  Further, in the event
of such  acceleration,  this Note  shall  become  immediately  due and  payable,
without  presentation,  demand,  protest or notice of any kind, all of which are
hereby waived by the Borrower.

     In the event  this Note is not paid when due at any  stated or  accelerated
maturity, the Borrower agrees to pay, in addition to the principal and interest,
all costs of collection,  including reasonable attorneys' fees, and interest due
hereunder thereon at the rates set forth above.

     Interest hereunder shall be computed as provided in the Agreement.

     This Note is one of the Notes  referred to in the  Agreement  and is issued
pursuant to and entitled to the benefits and security of the  Agreement to which
reference  is  hereby  made  for a more  complete  statement  of the  terms  and

<PAGE>

conditions upon which the Revolving Loans evidenced  hereby were or are made and
are to be repaid.  This Note is subject to certain  restrictions  on transfer or
assignment as provided in the Agreement.

     All Persons  bound on this  obligation,  whether  primarily or  secondarily
liable as principals, sureties, Guarantors, endorsers or otherwise, hereby waive
to the full extent  permitted by law the benefits of all  provisions  of law for
stay or delay of execution or sale of property or other satisfaction of judgment
against any of them on account of liability  hereon  until  judgment be obtained
and execution  issues against any other of them and returned  satisfied or until
it can be shown  that the  maker  or any  other  party  hereto  had no  property
available for the  satisfaction  of the debt  evidenced by this  instrument,  or
until any other proceedings can be had against any of them, also their right, if
any,  to  require  the  holder  hereof  to hold as  security  for this  Note any
collateral  deposited  by any of said Persons as  security.  Protest,  notice of
protest, notice of dishonor,  diligence or any other formality are hereby waived
by all parties bound hereon.

     IN WITNESS WHEREOF,  the Borrower has caused this Note to be made, executed
and  delivered  by its duly  authorized  representative  as of the date and year
first above written, all pursuant to authority duly granted.

                                    SHERIDAN HEALTHCARE, INC.
WITNESS:

------------------------------          By:
                                             --------------------------------
                                        Name:  Jay A. Martus
------------------------------          Title: Vice President


                    ACKNOWLEDGMENT OF EXECUTION ON BEHALF OF
                           SHERIDAN HEALTHCARE, INC.

STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG

     Before me, the undersigned,  Notary Public in and for said County and State
on this 17th day of  December,  1997 A.D.,  personally  appeared  Jay A. Martus,
known to be the Vice President of the above-named  corporation (the "Borrower"),
who, being by me duly sworn,  said he works at 4651 Sheridan Street,  Hollywood,
Florida and that by  authority  duly given by, and as the act of, the  Borrower,
the  foregoing  and annexed Note dated  December 17, 1997,  was signed by him as
said Vice President on behalf of the Borrower.

     Witness my hand and official seal this 17th day of December, 1997.


(SEAL)                        --------------------------------------------
                              Kimberly B. Saltrick, Notary Public
My commission expires: August 11, 2001

<PAGE>

                       AFFIDAVIT OF MICHAEL A. CRABB, III

The undersigned, being first duly sworn, deposes and says:

     1. He is a Vice President of NationsBank,  National Association,  and works
at NationsBank Corporate Center, 8th Floor, Charlotte, North Carolina.

     2. The Note of  Sheridan  Healthcare,  Inc.  to the  NationsBank,  National
Association  (the "Agent") dated  December 17, 1997 was executed  before her/him
and delivered to her/him on behalf of the Agent in Charlotte,  North Carolina on
December 17, 1997.

     This the 17th day of December, 1997.


                              ------------------------------------
                              Michael A. Crabb, III



                          ACKNOWLEDGMENT OF EXECUTION


STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG


     Before  me, the  undersigned,  a Notary  Public in and for said  County and
State on this 17th day of December,  1997 A.D.,  personally  appeared Michael A.
Crabb, III who before me affixed her/his signature to the above Affidavit.

     Witness my hand and official seal this 17th day of December, 1997.


                              ------------------------------------
                              Kimberly B. Saltrick, Notary Public

(SEAL)

My commission expires: August 11, 2001