AMENDMENT No. 2 to
                         EXECUTIVE EMPLOYMENT AGREEMENT

         This  Amendment  No. 2 (the  "Amendment"),  dated and  effective  as of
August 15, 1998 (the  "Commencement  Date"),  by and among Sheridan  Healthcare,
Inc.  (formerly  SAMA  Holdings,  Inc.),  a Delaware  corporation  ("Holdings"),
Sheridan  Healthcorp,   Inc.  (formerly   Southeastern   Anesthesia   Management
Associates, Inc.), a Florida corporation (the "Company"), and Jay A. Martus (the
"Executive"),  amends the Executive Employment Agreement, dated as of January 1,
1995 and entered into by and among Holdings,  the Company and the Executive (the
"Employment Agreement").

                             PRELIMINARY STATEMENTS

         1. The  Executive  is and has been an  employee  of the Company and the
parties entered into the Employment  Agreement to assure the ongoing services of
the Executive.

         2. The parties entered into an amendment to the Agreement,  dated as of
August 1, 1995 (the "First Amendment").  The Agreement,  the First Amendment and
this Second  Amendment shall be collectively,  the "Agreement".  All capitalized
terms not defined in this Second Amendment shall have the meanings given them in
the Agreement.

         3. The parties  desire to assure the ongoing  services of the Executive
and to further  amend the  Employment  Agreement  as  described  in this  Second
Amendment.

         4. The  Employment  Agreement  provides  in  Section  16 that it may be
amended by an agreement in writing signed by each of the parties.

         In consideration of the mutual promises and covenants contained in this
Second Amendment, the parties agree as follows:

                                    AGREEMENT

1. The first two  sentences  of  Section 3 of the  Agreement,  entitled  Term of
Employment,  is  deleted  in its  entirety  and  is  replaced  by the  following
sentence:

         Subject  to  the  provisions  of  this  Agreement,   the  term  of  the
         Executive's   employment   pursuant  to  this  agreement  shall  remain
         effective until July 31, 2003 (the "Expiration Date").

2. At the end of Section 4 of the Agreement,  entitled Duties, add the following
sentence:

         Notwithstanding  anything in the Agreement,  the Executive's  principal
         place of employment  shall be within Broward County and no further than



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         fifteen miles from 4651 Sheridan  Street,  Hollywood,  Florida and, the
         Executive  shall not be  required  to travel area to fulfill his duties
         under the Agreement except for ordinary course business travel.

3. The first sentence of Section 5 of the Agreement,  entitled Compensation,  is
deleted in its entirety and is replaced by the following:

         During the Term of Employment,  beginning on the Commencement Date, the
         Company shall pay the Executive as compensation  for the performance of
         his duties  under  this  Agreement,  a salary at an annual  rate of Two
         Hundred  Twenty  Thousand  Dollars  ($220,000.00)  per annum (the "Base
         Salary").

                  Each  calendar  year  during  the  term  of  the   Executive's
         Employment Agreement,  the Company's Board of Directors shall establish
         an earnings per share target for the Company (the "Target"). The Target
         should be a  reasonable  growth  amount  in  earnings  per  share  when
         compared with the Company's preceding years' actual earnings per share.
         A bonus pool (the "Pool") shall be  established  for each calendar year
         for at least  thirty  percent  (30%)  of the  amount  of the  Company's
         earnings, if any, in excess of the Target (the "Excess Amount"). During
         the term of their respective employment agreements with the Company and
         during  any time  period  which  that  person is  eligible  to  receive
         severance payments, the persons who shall be eligible to participate in
         the Pool  shall be  Mitchell  Eisenberg,  Lewis  Gold,  Jay  Martus and
         Michael Schundler.  Additionally,  from time to time, any or all of the
         following   persons  or  their   replacements  or  substitutes  may  be
         designated,  during the term of their  employment with the Company,  by
         Mitchell Eisenberg,  in his discretion as it may be exercised from time
         to time,  to also  participate  in the  Pool:  Robert  Coward,  Gilbert
         Drozdow and/or Mary Kittle. Eisenberg, Gold and Schundler shall each be
         entitled  to a maximum  portion  of the Pool up to an  amount  equal to
         thirty  percent (30%) of their then current base salaries (the "Maximum
         Portion" and Martus shall each be entitled to a maximum  portion of the
         Pool up to fifteen percent (15%) of his then current base salary (also,
         the "Maximum Portion").  Coward, Drozdow and Kittle, if included in the
         Pool by Eisenberg,  shall each be entitled to a maximum  portion of the
         Pool up to an  amount  equal to  fifteen  percent  (15%) of their  then
         current base salaries (also, the "Maximum Portion"). Provided they each
         remain  eligible to participate  in the Pool,  the "Pool  Participants"
         shall be:  Eisenberg,  Gold,  Martus  and  Schundler  and to the extent
         selected by Eisenberg in any calendar year: Coward, Drozdow and Kittle.
         A Pool Participant's portion of the Pool in a given calendar year shall
         be  determined  as follows:  (i) multiply the Pool  Participant's  then
         current  base salary times their  Maximum  Portion (the product of that
         calculation  is the,  "Maximum  Target  Bonus");  then (ii)  divide the
         Executive's  Maximum  Target  Bonus by the sum of all of that  calendar
         year's  Pool  Participants'  (including  the  Executive)  then  current
         Maximum Target Bonuses.  The Company shall pay to each Pool Participant
         their  portion of the Pool on or before the March 1 in the  immediately
         succeeding  calendar  year from the  calendar  year the bonus was based
         upon.

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<PAGE>


4. The second sentence of Section 5 of the Agreement,  entitled Compensation, is
deleted in its entirety and is replaced by the following sentences:

         The  Base  Salary  shall be  reviewed,  at least  annually,  for  merit
         increases  and may, by action and in the  discretion  of the Board,  be
         increased  at any time or from time to time,  but in no event shall the
         Base  Salary be reduced  below the sum of Two Hundred  Twenty  Thousand
         Dollars  ($220,000.00),  plus the sum of all Cost of Living Adjustments
         (as  defined  below).   In  addition,   on  each   anniversary  of  the
         Commencement  Date  of  this  Agreement,   the  Base  Salary  shall  be
         increased,  but shall not be decreased, by that percentage by which the
         Consumer  Price  Index,  for the  Miami-Fort  Lauderdale,  Florida area
         published  by the  United  States  government  (the  "Index")  for  the
         immediately  preceding  calendar  year  exceeds such index for the next
         preceding  calendar year (the sum of these increases are  collectively,
         the  "Cost of  Living  Adjustments").  If  publication  of the Index is
         discontinued,  the parties hereto shall accept comparable statistics on
         the cost of  living  for the  Miami-Fort  Lauderdale,  Florida  area as
         computed and published by an agency of the United States government, or
         if no such  agency  computes  and  publishes  such  statistics,  by any
         regularly published national financial periodical that does compute and
         publish such statistics.

5. At the end of Section 5 of the Agreement, entitled Compensation, add this new
subsection (d):


         (d)  Certain Additional Payments by the Company.

                  (i) notwithstanding  anything in this Agreement,  in the event
                  it shall be determined that any payment, distribution or other
                  action by the Company to or for the  benefit of the  Executive
                  (whether  paid or  payable  or  distributed  or  distributable
                  pursuant  to the  terms of this  Agreement  or  otherwise,  (a
                  "Payment")  would be  subject  to an  excise  tax  imposed  by
                  Section 4999 of the Internal  Revenue Code of 1986, as amended
                  (the  "Code") or any other  provision of  applicable  federal,
                  state  or  local  law  that is in  addition  to  income  taxes
                  generally  applicable  to  the  Payment,  or any  interest  or
                  penalties  are incurred by the  Executive  with respect to any
                  such  excise  tax (such  excise  tax,  together  with any such
                  interest and penalties,  are hereinafter collectively referred
                  to as the "Excise Tax"),  the Company shall make an additional
                  payment to the  Executive (a "Gross-Up  Payment") in an amount
                  such  that the net  amount  retained  by the  Executive  after
                  deduction  from the  Payment and the  Gross-Up  Payment of any
                  Excise Tax imposed upon the Payment and any federal, state and
                  local  income  tax and Excise Tax  imposed  upon the  Gross-Up
                  Payment shall be equal to the original  amount of the Payment,
                  prior to  deduction  of any Excise Tax imposed with respect to
                  the Payment.

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                  (ii) The  Executive  shall  appoint  a  nationally  recognized
                  accounting firm to make the determinations  required hereunder
                  (which  accounting  firm  shall  then  be  referred  to as the
                  "Accounting  Firm".  Subject to the  provisions  of  paragraph
                  (iii) of this Section 5 (d), all determinations required to be
                  made under this Section, including whether and when a Gross-Up
                  Payment is required  and the amount of such  Gross-Up  Payment
                  and  the  assumptions  to be  utilized  in  arriving  at  such
                  determination,  shall  be made by the  Accounting  Firm  which
                  shall provide  detailed  supporting  calculations  both to the
                  Company  and the  Executive  within  15  business  days of the
                  receipt  of notice  from the  Executive  that there has been a
                  Payment,  or such earlier time as is requested by the Company.
                  All fees and  expenses of the  Accounting  Firm shall be borne
                  solely by the Company.  Any Gross-Up  Payment,  as  determined
                  pursuant to this Section,  shall be paid by the Company to the
                  Executive  within five days of the  receipt of the  Accounting
                  Firm's  determination.  If the Accounting Firm determines that
                  no Excise Tax is payable by the  Executive,  it shall  furnish
                  the  Executive  with a written  opinion that failure to report
                  the Excise Tax on the  Executive's  applicable  federal income
                  tax return would not result in the  imposition of a negligence
                  or similar penalty.  Any  determination by the Accounting Firm
                  shall be binding  upon the  Company  and the  Executive.  As a
                  result of the  uncertainty in the  application of Section 4999
                  of the Code at the time of the  initial  determination  by the
                  Accounting  Firm  hereunder,  it  is  possible  that  Gross-Up
                  Payments  which will not have been made by the Company  should
                  have  been   made   ("Underpayment"),   consistent   with  the
                  calculations required to be made under this Agreement.  In the
                  event that the Company exhausts its remedies  pursuant to this
                  Section  and the  Executive  thereafter  is required to make a
                  payment of any Excise Tax, the Accounting Firm shall determine
                  the amount of the Underpayment  that has occurred and any such
                  Underpayment  shall  be  paid  by the  Company  to or for  the
                  benefit of the Executive within five days of Executive written
                  request.

                  (iii) The Executive shall notify the Company in writing of any
                  claim by the Internal  Revenue  Service that,  if  successful,
                  would  require  the  payment by the  Company  of the  Gross-Up
                  Payment.   Such  notification   shall  be  given  as  soon  as
                  reasonably  practicable  after the  Executive  is  informed in
                  writing of such  claim and shall  apprize  the  Company of the
                  nature  of such  claim  and the  date on which  such  claim is
                  requested to be paid.  The Executive  shall not pay such claim
                  prior to the  expiration  of the 30-day  period  following the
                  date on which it gives  such  notice to the  Company  (or such
                  shorter  period  ending on the date that any  payment of taxes
                  with  respect to such claim is due).  If the Company  notifies
                  the  Executive  in  writing  prior to the  expiration  of such
                  period that it desires to contest  such claim,  the  Executive
                  shall:

                           (a)  give  the  Company  any  information  reasonably
                           requested by the Company relating to such claim,

                           (b) take such action in  connection  with  contesting
                           such claim as the Company shall reasonably request in
                           writing  from  time  to  time,   including,   without
                           limitation,   accepting  legal   representation  with
                           respect  to  such  claim  by an  attorney  reasonably
                           selected by the Company,


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<PAGE>


                           (c) cooperate with the Company in good faith in order
                           effectively to contest such claim, and

                           (d)  permit  the  Company  to   participate   in  any
                           proceedings relating to such claim;

                  provided,  however,  that  the  Company  shall  bear  and  pay
                  directly all costs and expenses (including additional interest
                  and  penalties)  incurred in connection  with such contest and
                  shall  indemnify  and  hold  the  Executive  harmless,  on  an
                  after-tax  basis,  for any Excise Tax or income tax (including
                  interest  and  penalties  with respect  thereto)  imposed as a
                  result  of  such  representation  and  payment  of  costs  and
                  expenses.  Without  limitation on the foregoing  provisions of
                  this Section,  the Company shall control all proceedings taken
                  in connection  with such contest and, at its sole option,  may
                  pursue  or  forego   any  and  all   administrative   appeals,
                  proceedings,   hearings  and   conferences   with  the  taxing
                  authority  in  respect  of such  claim  and  may,  at its sole
                  option, either direct the Executive to pay the tax claimed and
                  sue for a refund  or  contest  the  claim  in any  permissible
                  manner,  and the Executive agrees to prosecute such contest to
                  a determination before any administrative tribunal, in a court
                  of initial  jurisdiction and in one or more appellate  courts,
                  as the Company shall determine; provided, however, that if the
                  Company  directs the Executive to pay such claim and sue for a
                  refund,  the Company  shall advance the amount of such payment
                  to  the  Executive,   on  an  interest-free  basis  and  shall
                  indemnify  and hold the  Executive  harmless,  on an after-tax
                  basis,  from any Excise Tax or income tax (including  interest
                  or  penalties  with respect  thereto)  imposed with respect to
                  such  advance  or with  respect  to any  imputed  income  with
                  respect  to  such  advance;  and  further  provided  that  any
                  extension of the statute of limitations relating to payment of
                  taxes for the taxable  year of the  Executive  with respect to
                  which  such  contested  amount is claimed to be due is limited
                  solely to such contested  amount.  Furthermore,  the Company's
                  control of the contest shall be limited to issues with respect
                  to which a Gross-Up Payment would be payable hereunder and the
                  Executive shall be entitled to settle or contest,  as the case
                  may be, any other issue raised by the Internal Revenue Service
                  or any other taxing authority.

                  (iv).  If,  after the  receipt by the  Executive  of an amount
                  advanced  by  the  Company  pursuant  to  this  Section,   the
                  Executive  becomes entitled to receive any refund with respect
                  to such claim,  the Executive  shall (subject to the Company's
                  complying with the requirements of this Section)) promptly pay
                  to the Company the amount of such  refund  (together  with any
                  interest  paid or  credited  thereon  after  taxes  applicable
                  thereto).  If, after the receipt by the Executive of an amount
                  advanced  by  the  Company   pursuant  to  this   Section,   a
                  determination is made that the Executive shall not be entitled
                  to any refund with  respect to such claim and the Company does
                  not notify the  Executive  in writing of its intent to contest
                  such denial of refund prior to the expiration of 30 days after
                  such  determination,  then such advance  shall be forgiven and

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<PAGE>

                  shall  not be  required  to be repaid  and the  amount of such
                  advance shall  offset,  to the extent  thereof,  the amount of
                  Gross-Up Payment required to be paid.

6. The first sentence of Section 6 (a) of the Agreement,  entitled Benefits,  is
deleted in its entirety and is replaced by the following sentence:

         During  the  Term  of  Employment  and as  otherwise  provided  in this
         Agreement,  the Executive  shall be entitled to  participate in any and
         all pension,  profit  sharing,  medical,  dental and/or life  insurance
         plans  (collectively,  the  "Benefits")  as may be in effect for senior
         employees of the Company.

7. The first sentence of Section 7 (d) of the Agreement, entitled Termination of
the Employment of the  Executive,  is deleted in its entirety and is replaced by
the following sentence:

         At any time by the Executive upon thirty (30) days prior written notice
         to the Company.

8. The second sentence of Section 7 (e) of the Agreement,  entitled  Termination
of the Employment of the  Executive,  is deleted in its entirety and is replaced
by the following sentence:

         In the event of termination of the Executive by the Company pursuant to
         this Section 7 (e), by the  Executive  under Section 7 (f) or 7 (h), or
         if the  Company  fails  to  offer  to  renew  this  Agreement  upon the
         expiration of its Term on the same or better terms and conditions , the
         Company shall (i) pay the Executive the Executive's salary according to
         the terms of Section 5 (a) of this Agreement from the effective date of
         termination  through the date that is one year from the effective  date
         of termination,  (ii) continue the Executive's  benefits as provided in
         Section 6 of this  Agreement  from the  effective  date of  termination
         through  the  date  that  is  one  year  from  the  effective  date  of
         termination;  and  (iii)  each and  every  option  to  acquire  Company
         securities  granted to the Executive  during the Term,  notwithstanding
         the  terms  of  any  agreement  or  plan  documents  whatsoever,  shall
         automatically,   without  any  action   required   whatsoever,   become
         immediately and fully vested and exercisable  without any  restrictions
         whatsoever.

9. Add a new subsection (h) to Section 7 of the Agreement,  entitled Termination
of the Employment of the Executive, as follows:

         (h)      This Agreement shall be terminated,  at any time within ninety
                  days of the  effective  date of a Change In Control,  upon the
                  delivery of a written notice from the Executive to the Company
                  terminating his employment with the Company.

10. At the end of Section 8 (c) of the Agreement, entitled Non-Competition,  add
the following sentence:


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<PAGE>


         Notwithstanding anything in this Agreement, in the event of a Change in
         Control  (as  defined  in  Section  18  of  the   Agreement)  the  term
         Competitive  Enterprise shall be limited to entities or individuals who
         engage in the provision of goods or services to entities or individuals
         which were doing  business  with the Company  immediately  prior to the
         Change of Control.

11. In  Section 8 (d) of the  Agreement,  entitled  Non-Competition,  delete the
following words:

         "and the Non-Competition Period"


12. Add a new Section 18 as follows:

         18. Change In Control.

                  For purposes of this  Agreement,  the term "Change in Control"
                  shall mean:

                  (i)  Approval  by the  shareholders  of the  Company  of (x) a
                  reorganization,   merger,   consolidation  or  other  form  of
                  corporate transaction or series of transactions, in each case,
                  with respect to which persons who were the shareholders of the
                  Company  immediately prior to such  reorganization,  merger or
                  consolidation  or  other   transaction  do  not,   immediately
                  thereafter,  own more than 50% of the  combined  voting  power
                  entitled to vote generally in the election of directors of the
                  reorganized, merged or consolidated company's then outstanding
                  voting securities,  or (y) a liquidation or dissolution of the
                  Company  or (z) the  sale of all or  substantially  all of the
                  assets of the Company; or

                  (ii)  Individuals  who, as of the date hereof,  constitute the
                  Board (as of the date hereof the "Incumbent  Board") cease for
                  any reason to  constitute  at least a  majority  of the Board,
                  provided that any person becoming a director subsequent to the
                  date hereof whose election,  or nomination for election by the
                  Company's  shareholders,  was approved by a vote of at least a

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<PAGE>

                  majority of the directors then  comprising the Incumbent Board
                  (other than an election or nomination  of an individual  whose
                  initial  assumption of office is in connection  with an actual
                  or threatened election contest relating to the election of the
                  Directors  of the  Company,  as such  terms  are  used in Rule
                  14a-11 of  Regulation  14A  promulgated  under the  Securities
                  Exchange  Act)  shall  be,  for  purposes  of this  Agreement,
                  considered  as  though  such  person  were  a  member  of  the
                  Incumbent Board; or

                  (iii) The  acquisition  (other  than from the  Company) by any
                  person,  entity or  "group",  within  the  meaning  of Section
                  13(d)(3)  or  14(d)(2)  of  the   Securities   Exchange   Act,
                  (excluding, for this purpose, the Company or its Subsidiaries,
                  or  any   employee   benefit   plan  of  the  Company  or  its
                  Subsidiaries which acquires  beneficial  ownership (within the
                  meaning  of  Rule  13d-3   promulgated  under  the  Securities
                  Exchange  Act) of 20% or more of either  the then  outstanding
                  shares of the  Company's  Common Stock or the combined  voting
                  power of the  Company's  then  outstanding  voting  securities
                  entitled to vote generally in the election of directors.

13.  Except as set  forth in  paragraph  1 - 11 of this  Second  Amendment,  the
Employment Agreement shall remain in full force and effect.

14. This Second  Amendment shall be governed by and construed under the laws and
solely in the courts of the State of Florida, without regard to the conflicts of
law  provisions  thereof.  This Second  Amendment may be executed in two or more
counterparts, each of which shall constitute an original.

         The parties have  executed  this Second  Amendment as of September  15,
1998.

                                         COMPANY:

                                         SHERIDAN HEALTHCORP, INC.

                                         By:
                                            ------------------------------------
                                            Mitchell Eisenberg, President


                                         HOLDINGS:

                                         SHERIDAN HEALTHCARE, INC.


                                         By:
                                            ------------------------------------
                                            Mitchell Eisenberg, President



                                         EXECUTIVE:


                                         ---------------------------------------
                                         Jay A. Martus, Esq.
                                                          

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