Exhibit 10.13
                                      MDNY
                                   HEALTHCARE

                        MDNY-IPA RECONCILIATION AGREEMENT

      AGREEMENT,  dated as of May __, 2000 (the "Agreement"),  by and among MDNY
Healthcare,  Inc, a New York corporation  ("MDNY"),  Island Practice Association
I.P.A.,  Inc.  (d/b/a "Island  Professional  Association,  I.P.A."),  a New York
corporation("IPA"), Catholic Healthcare Network of Long Island, Inc., a New York
not-for-profit   corporation  ("CHNLI"),  and  Long  Island  Physician  Holdings
Corporation, a New York corporation ("LIPH") (collectively, "the parties").

      WHEREAS,  MDNY  is  a  health  maintenance   organization,   certified  in
accordance with the provisions of Article 44 of the Public Health Law;

      WHEREAS,  all of the shares of MDNY are currently  owned by LIPH and CHNLI
and all of the shares of IPA are currently owned by LIPH;

      WHEREAS,  MDNY entered into an IPA  Participation  Agreement  with IPA, in
accordance  with the laws and  regulations of the State of New York and with the
approval of the Department of Health,  by which it contracts with IPA to arrange
for the  delivery or  provision of health  services by  individuals  licensed to
practice medicine and other health professions;

      WHEREAS,  the  IPA  Participation  Agreement  specified  that  MDNY  would
compensate  IPA for these  services  pursuant to a schedule  specifying  certain
capitation payments, calculated as a percentage of premium of the various health
plan products offered by MDNY;

      WHEREAS, MDNY met this obligation to the IPA by paying claims incurred, in
accordance with  applicable fee schedules,  subject to a  reconciliation  of the
amounts in accordance  with the capitation  payment amounts set forth in the IPA
Participation Agreement;

      WHEREAS, during 1997 and 1998, upon review of all claims incurred and paid
that  arose  during  the  relevant  time  periods,  it  was  calculated,  to the
satisfaction of the parties based upon audited financial reports, that MDNY paid
claims in excess of the  amount  set forth in the IPA  Participation  Agreement,
resulting in a liability by the IPA to repay MDNY approximately $6 million;

      WHEREAS, since that time, pursuant to the IPA Participation  Agreement and
the existing capitation payment schedule,  MDNY has not made the payments to the
IPA as are set forth in the IPA  Participation  Agreement during 1999 and it was
calculated,  to the  satisfaction  of the parties  based upon audited  financial
reports, that MDNY owes the IPA approximately $18,465,000;

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      WHEREAS,  the parties to this  Agreement have each concluded that it would
be  appropriate  to reconcile  the amounts owed by MDNY to the IPA against those
owed by the IPA to the MDNY, rather than maintaining two offsetting liabilities;

      NOW, THEREFORE, in consideration of the mutual promises and covenants made
by each party to the others, the parties hereby agree as follows:

      1.    The parties agree, based on the findings of the independent auditors
            who have examined the financial transaction and payments between the
            parties,  that the outstanding  liabilities between the MDNY and the
            IPA are approximately as set forth above.

      2.    The parties  further agree that it is in the best  interests of each
            party to reconcile the outstanding liabilities and credit the amount
            owed by IPA to MDNY to reduce the amount owed by MDNY to IPA.

      3.    The parties agree that,  notwithstanding  any prior agreement to the
            contrary,  including  but  not  limited  to  the  IPA  Participation
            Agreement,  the  reconciliation  of those  amounts  shall  result in
            eliminating any repayment obligation by IPA to repay MDNY any of the
            overpayments   made  by  MDNY  on  the  EPA's   behalf   during  the
            above-referenced  time  period and shall  reduce the amount  owed by
            MDNY to the IPA as of this date for the  relevant  time  periods  to
            $12,465,000.


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

                                               MDNY HEALTHCARE, INC.

                                               By: /S/
                                                  ----------------------------

                                               ISLAND PRACTICE ASSOCIATION,
                                               IPA, INC.

                                               By: /S/
                                                  ----------------------------

                                               LONG ISLAND PHYSICIAN
                                               HOLDINGS CORPORATION

                                               By: /S/
                                                  ----------------------------

                                               CATHOLIC HEALTHCARE
                                               NETWORK OF LONG ISLAND, INC.

                                               By: /S/
                                                  ----------------------------


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