EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------

     THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated as of August 9,
1996 (the "Execution  Date"), is entered into by and among SHERIDAN  HEALTHCORP,
INC.,  a Florida  corporation  (the  "Company");  SHERIDAN  HEALTHCARE,  INC., a
Delaware   corporation   (the   "Parent");   and,   MICHAEL  F.  SCHUNDLER  (the
"Executive").

                             PRELIMINARY STATEMENTS

   1. The  Company  is in the  business  of  providing  a full  range of medical
services  to health care  facilities,  including  but not  limited  to,  medical
offices,  hospitals and ambulatory surgical centers located in southern Florida,
through  physicians and other health care providers duly licensed under the laws
of the State of Florida.

   2.   Executive  has  extensive   experience  in   managing   the   day-to-day
administrative and operational functions of corporations.

   3. The Company  desires to employ  Executive as Chief  Operating  Officer and
Executive desires to be employed by the Company as its Chief Operating  Officer,
on this Agreement's terms and conditions.

   4. The Company's   Board of Directors, or an appropriate designated committee
of the Board, has duly approved the execution of this Agreement.

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

                                    AGREEMENT

     1. EFFECTIVENESS OF AGREEMENT.  This Agreement shall become effective as of
July 15, 1996 (the "Commencement Date").

     2. EMPLOYMENT.  Subject to the provisions contained in this Agreement,  the
Company  shall employ the  Executive  as its Chief  Operating  Officer,  and the
Executive agrees that he will be employed as the Chief Operating  Officer of the
Company, upon the terms and conditions of this Agreement.

     3.  TERM  OF  EMPLOYMENT.  Subject  to the  provisions  contained  in  this
Agreement,  the term of the  Executive's  employment  pursuant to this Agreement
shall commence on the  Commencement  Date and shall expire on June 30, 2001. The
period  during  which the  Executive  serves as an  executive  of the Company in
accordance  with and subject to the  provisions of this  Agreement  shall be the
"Term of Employment".

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   4.    EMPLOYMENT DUTIES.

            (a) During the Term of Employment, the Executive shall: (i) serve as
an  employee  of the  Company  with  the  title  and  responsibilities  of Chief
Operating Officer or similar title and responsibilities reasonably determined by
the Board of Directors;  (ii) perform all other duties and  responsibilities  as
may be determined by the Board of Directors of the Company  consistent  with the
Executive's  title and  position as an executive  officer of the Company;  (iii)
upon request of the Board of Directors of the Company, shall serve as an officer
and/or  director of the Company,  the Parent and any of their  subsidiaries  and
Affiliates (as defined below); and, (iv) render all services reasonably incident
to the foregoing.  The Executive  shall report  directly to the Company's  Chief
Executive  Officer.  The  Executive  agrees  during  his  employment  under this
Agreement to use his best  efforts in, and shall  devote his full working  time,
attention,  skill  and  energies  to the  advancement  of the  interests  of the
Company, the Parent and their subsidiaries and Affiliates (as defined below) and
to the performance of his duties and responsibilities under this Agreement.

            (b) In  performing  his duties under this  Agreement,  the Executive
shall  comply  with and follow all  reasonable  policies,  standards,  rules and
regulations  established  by the Company from time to time and shall be bound by
and  comply  with the  terms and  conditions  of other  agreements  to which the
Company is a party.

            (c) In  performing  his duties under this  Agreement,  the Executive
agrees not to unlawfully  discriminate  against  anyone on the basis of to race,
color, creed, sex, age, religion or health status.

            (d) During and subsequent to the Term of  Employment,  the Executive
agrees that he shall  immediately  notify the Company of any and all  incidents,
unfavorable  occurrences,  notices or claims made  arising  out of his  services
during the Term of Employment  as soon as he becomes  aware of this  information
and shall  cooperate  in any  investigation  and in the  defense  of any and all
incidents, unfavorable occurrences, notices and claims.

            (d) During and subsequent to the Term of  Employment,  the Executive
shall  assign,   account  and  pay  to  the  Company  all  accounts  receivable,
compensation  and any other form of remuneration  due from or paid by any source
other  than  the  Company  attributable  to  services  he  has  rendered  in his
professional  capacity  on behalf  of the  Company,  the  Parent or any of their
subsidiaries or Affiliates during the Term of Employment or sums which come into
his possession  which are attributable to the services of other employees of the
Company,  the Parent or any of their  subsidiaries or Affiliates,  including but
not  limited to, fees for medical  services,  teaching,  lecturing,  consulting,
research,  court testimony and publication of articles of a professional  nature
(collectively the "Company Receivables").  Executive appoints the Company as his
or her attorney in fact to execute, deliver and/or endorse checks,  applications
for  payments,   insurance  claim  forms  or  other  instruments  or  documents,
convenient  or  required  in the  exclusive  discretion  of the Company to fully
collect,  secure and realize all sums due in respect to services provided during

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the Term of Employment.  This power of attorney is coupled with an interest,  is
irrevocable  and shall survive the  expiration or  termination of this Agreement
for a time period without limitation.  All Company Receivables shall be the sole
property  of the  Company.  In no event shall the  Executive  be entitled to any
portion of the Company  Receivables,  or the proceeds from Company  Receivables,
during  the Term of  Employment  or after  the  termination  of this  Agreement,
whether or not  Company  Receivables  may have been  derived in any way from the
performance of the Executive  pursuant to the terms of this  Agreement.  Medical
and/or business  expense  reimbursements  received by Executive  pursuant to any
formal plan of the Company  shall not be  considered  a Company  Receivable  for
purposes of this Section.

   5.       COMPENSATION.

            (a)  During  the  Term of  Employment,  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  Thousand  Dollars
($200,000.00)  per  annum  during  the Term of  Employment.  The  salary  may be
adjusted  annually by the Board of  Directors in its  discretion  to reflect the
market rate for senior executives with skills,  experience and  responsibilities
comparable to the skills,  experience and  responsibilities  of the Executive in
Southern  Florida in the county and  municipality in which the Executive  works,
provided that any adjustment  shall be consistent  with the Company's  practices
for all of its senior  executives  as in effect from time to time and the salary
not be lower than Two Hundred  Thousand  Dollars  ($200,000.00)  per annum.  The
Executive's  salary shall be subject to  withholding  under  applicable  law and
shall be payable in period  installments  in accordance with the Company's usual
practice for its senior executives, as in effect from time to time.

            (b) The Executive  shall be eligible for an annual  incentive  bonus
determined by the Board of Directors of the Company to reward his  contributions
to the ongoing success of the Company.

   6.       BENEFITS.

            (a) During the Term of Employment,  the Executive  shall be entitled
to participate in or benefit from any and all pension,  profit  sharing,  dental
and/or life insurance plans  (collectively,  the "Benefits") as may be in effect
from  time to  time  for  senior  executives  of the  Company.  The  Executive's
participation  shall  be  subject  to:  (i) the  terms  of the  applicable  plan
documents;   (ii)  policies  of  the  Company  generally  applicable  to  senior
executives;  and,  (iii) the discretion of the Board of Directors of the Company
or any  administrative  or other  committee  provided for in or  contemplated by
those plans,  including  discretion  with respect to creation,  maintenance  and
continuation of particular benefits, plans and arrangements.

            (b) The Company  shall  promptly  reimburse  the  Executive  for all
reasonable  business  expenses  incurred  by the  Executive  during  the Term of
Employment in accordance with the Company's  practices for senior  executives of
the Company, as in effect from time to time.

            (c) During the Term of Employment,  the Executive  shall be entitled
to accrue paid five (5) weeks paid  vacation  time during each  calendar year of
employment  under this  Agreement and ten (10) paid sick days each calendar year
of employment under this Agreement.  Vacation and sick days shall be used within
the calendar year in which they accrue,  and vacation time shall only be used at
the times and intervals  mutually agreed upon between Executive and the Company.
The  Executive  shall not be entitled  to any  additional  compensation  for any
unused  vacation  and sick days.  For purposes of this  Section  6(c),  the term
"calendar  year"  shall  mean the one year  period  commencing  on January 1 and
ending on December 31 of each year during the Term of Employment,  pro-rated for
partial years.

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     7.  TERMINATION  OF  EMPLOYMENT  OF  THE  EXECUTIVE.  During  the  Term  of
Employment, this Agreement may be terminated as follows:

            (a) At any  time by the  mutual  consent  of the  Executive  and the
Company.  Upon termination of this Agreement  pursuant to this Section 7(a), all
obligations of the Company under this  Agreement  shall  immediately  terminate,
other than those obligations with respect to earned but unpaid salary.

            (b) At any time for cause by the Company,  upon  delivery of written
notice to the Executive.  For purposes of this Agreement, a termination shall be
for cause if the Board of Directors of the Company reasonable determines that:

               (i) the Executive  has  committed an act of fraud,  embezzlement,
          misappropriation  or breach of  fiduciary  duty against the Company or
          has been convicted by a court of competent  jurisdiction  or has plead
          guilty or nolo contendere to any felony; or,

               (ii) the Executive has committed a material  breach of any of the
          covenants,  terms  or  provisions  of  Sections  8,  9,  or 11 of this
          Agreement; or,

               (iii) the  Executive  has  substantially  failed to  perform  his
          duties under this Agreement, including by committing a material breach
          of any of the covenants,  terms or provisions of this Agreement (other
          than  Sections  8, 9 or 11),  which  failure  or  breach  has not been
          remedied within a reasonable time specified by the Company that is not
          less than  thirty (30) days after  delivery of written  notice of that
          failure or breach to the Executive by the Company; or,

               (iv) the  Executive  has  breached his  obligations  contained in
          Section 12 of this Agreement.

               Upon  termination for cause as provided in this Section 7(b): (i)
          all obligations of the Company under this Agreement shall  immediately
          terminate,  other than those  obligations  with  respect to earned but
          unpaid salary; and, (ii) the Company shall have any and all rights and
          remedies under this Agreement and applicable law.

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               (c)  Upon  the  Executive's  death or  permanent  disability  (as
          defined  below)  continuing  for a period of one hundred  eighty (180)
          days. For the purposes of this  Agreement,  "permanent  disability" or
          "permanently  disabled" is defined as the inability of the  Executive,
          by reason of injury, illness or similar cause, to perform a major part
          of the  duties  and  responsibilities  which  the  Executive  had been
          performing  pursuant to this Agreement prior to the date of disability
          in  connection  with the  conduct of the  business  and affairs of the
          Company.

               Upon  termination  in the  event  of  the  Executive's  death  or
          permanent  disability as provided in this Section 7(c), the rights and
          obligations  of the parties  shall be as  described  in Section  7(e),
          provided that in the case of the Executive's death, any payments shall
          be made to the Executive's estate.

               (d) At any time by the  Executive  upon  ninety  (90) days  prior
          written  notice to the Company.  Upon  termination  of this  Agreement
          pursuant to this Section 7(d),  all  obligations  of the Company under
          this  Agreement  shall   immediately   terminate,   other  than  those
          obligations with respect to earned but unpaid salary.

               (e) At any time without cause (as defined in Section 7(b)) by the
          Company upon written  notice to the  Executive of not less than thirty
          (30) days. In the event of termination of the Executive by the Company
          pursuant  to  this  Section  7(e),  the  Company  shall:  (i)  pay the
          Executive  the  Executive's  salary  according to the terms of Section
          5(a) of this  Agreement  from the date of  termination  through a date
          that is twelve  (12) months from the date of  termination;  and,  (ii)
          continue  the  Executive's  benefits  as provided in Section 6 of this
          Agreement from the effective  date of termination  through a date that
          is twelve (12) months  from the date of that  termination.  Payment of
          the amounts contemplated by this Section 7(e) is agreed by the parties
          to this  Agreement to be in full  satisfaction  and  compromise of any
          claims arising out of any  termination of the  Executive's  employment
          pursuant to this Section 7(e).

               (f) Upon written notice by the Executive upon the continuation of
          any of the following  (without the Executive's  written consent) after
          written  notice by the Executive to the Company and the failure by the
          Company to remedy that event within  thirty (30) days after receipt of
          the notice: (i) the Company has failed to pay the Executive the salary
          provided for in Section 5(a); (ii) the Company fails to make available
          to the Executive any benefit plan or compensation  plan (including any
          pension, profit sharing, life insurance,  health,  accidental death or
          dismemberment  or  disability  plan)  that  has  been  made  available
          generally  to the senior  executives  of the  Company  or reduces  the
          Benefits  to which the  Executive  is entitled so that they are not at
          least equivalent in nature to those Benefits available at that time to
          the employees of the Company generally,  provided that nothing in this
          Section  7(f) shall be  construed  to mean that the  Company  shall be
          constrained in any manner from amending or eliminating  any benefit or
          compensation  plan as it is applied to the  Executive and other senior
          executives of the Company  generally;  (iii) the principal  offices of
          the Company are moved and the  Executive is required to move, in order
          to fulfill  his  duties and  obligations  under this  Agreement,  to a
          location outside Broward County in the State of Florida; (iv) after an
          unrelated third party,  either through a merger,  stock acquisition or
          other business combination in an extraordinary  transaction,  acquires
          and  exerts  control  over the  Company  or the  Parent (a  "Change in
          Control")  in  a  manner  which  results  in  a  material   change  in

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          Executive's  duties or  compensation,  and Executive has remained with
          the Company at least six (6) months  after the Change in  Control;  or
          (v) the Company has  substantially  failed to perform its  obligations
          under this Agreement, including by committing a material breach of any
          of  the  covenants,  terms  or  provisions  of  this  Agreement  or by
          assigning  to the  Executive  duties which  significantly  differ from
          those contemplated by this Agreement,  which failure or breach has not
          been remedied within a reasonable time specified by the Executive that
          is not less than thirty (30) days after  delivery of written notice by
          the  Executive to the Company.  The notice of default by the Executive
          to the Company in accordance with the foregoing sentence shall specify
          the default by the Company and shall  specify the Company a reasonable
          time,  not less than thirty (30) days, to conform its  performance  to
          its  obligations  under this  Agreement.  The Executive  shall have no
          right of termination under this Section 7(f) in the event the relevant
          default  is  cured  within  the  relevant   period.   The  rights  and
          obligations of the parties to this Agreement  shall be as described in
          Section 7(e) in the event of any termination.

               (g) Upon the expiration of the Term of Employment as described in
          Section 3 of this  Agreement.  Upon any  termination  as  provided  in
          Section 7(g),  all  obligations  of the Company  under this  Agreement
          shall immediately terminate, other than those obligations with respect
          to earned but unpaid salary.

   8.       NON-COMPETITION.

               (a) Except as provided  below,  during the Term of Employment and
          for the Non-Competition Period (as defined below), the Executive shall
          not,  without the express written consent of the Company,  directly or
          indirectly,  engage in any activity which is, or participate or invest
          in or assist  (whether  as owner,  part-owner,  stockholder,  partner,
          director,  officer, trustee,  employee, agent, independent contractor,
          or consultant,  or in any other capacity) any  Competitive  Enterprise
          (as  defined  below),  except  that the  Executive  may  make  passive
          investments  in a  Competitive  Enterprise,  the  shares  of which are
          publicly traded, if that investment  constitutes less than one percent
          of the equity of that  enterprise.  Without  implied  limitation,  the
          foregoing  covenant  shall include hiring or attempting to hire for or
          on behalf of any Competitive  Enterprise any officer or other employee
          of the  Company  or any  Affiliate  of the  Company,  encouraging  any
          officer or employee to terminate his or her relationship or employment
          with the Company or any Affiliate of the Company, soliciting for or on
          behalf of any  Competitive  Enterprise  any client or  customer of the
          Company or any  Affiliate of the Company,  and diverting to any Person
          (as defined  below) any client or business  opportunity of the Company
          or any Affiliate of the Company.

               (b) The term  "Non-Competition  Period"  shall  mean  the  period
          commencing on the last days of employment  pursuant to this  Agreement
          and ending on the  earliest of : (i) the date the  Company's  Board of
          Directors  elects  in  its  sole   discretion;   or,  (ii)  the  first
          anniversary of the last day of the Term of Employment.

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               (c) For purposes of this Section 8, the term "Person"  shall mean
          an  individual,  a corporation,  an  association,  a  partnership,  an
          estate,  a trust  and any  other  entity  or  organization.  The  term
          "Affiliate" shall mean, as to any Person:  (i) each direct or indirect
          subsidiary of that Person; (ii) each other Person of which that Person
          is a direct or indirect  subsidiary;  and,  (iii) each other direct or
          indirect  subsidiary  of that  other  Person.  The  term  "Competitive
          Enterprise"  shall  mean any  Persons,  the  activities,  products  or
          services of which: (i) are competitive  with the activities,  products
          or services of the Company,  the Parent, or any of their  subsidiaries
          or  Affiliates;  and,  (ii)  include  the:  (A)  provision  of medical
          services,  including without  limitation,  the provision of anesthesia
          services, pain management services,  emergency room services,  primary
          medical  care  services  and  radiology  services;  (B)  provision  of
          services in the area of managed  care,  third party  payors,  provider
          networks,  IPAs, TPAs, PHOs, MSOs, HMOs,  capitation  pools, and other
          similar  arrangements  (collectively,  the "Payor Services");  or, (C)
          provision of  administrative  services for medical  services and Payor
          Services,  including without  limitation,  quality assurance services,
          utilization   management  services,   billing  services,   recruitment
          services and medical management information services.

               (d) In  furtherance  and  not  in  limitation  of  the  foregoing
          restrictions,  during the Term of Employment  and the  Non-Competition
          Period,  the  Executive  shall  not  devote  any  time to  consulting,
          lecturing  or  engaging  in  other   self-employment   or   employment
          activities without the prior written consent of the Company.

     9. BUSINESS  OPPORTUNITIES.  The Executive agrees,  while he is employed by
the Company,  to offer or otherwise make known or available to the Company,  the
Parent, or any of their  subsidiaries or Affiliates,  as directed by the Company
and without additional  compensation or consideration,  any business  prospects,
contracts or other business opportunities that he may discover, find, develop or
otherwise  have  available  to him in any field in which the Company is engaged,
and further agrees that any prospects, contracts or other business opportunities
shall be the property of the Company.

   10.      REPRESENTATIONS AND WARRANTIES OF EXECUTIVE.

               (a) The  Executive  represents  and warrants to the Company that:
          (i) the  Executive  is able to enter into and perform all duties under
          this  Agreement;  (ii) the  Executive  is in good  physical and mental
          health and does not suffer from any illness or disability  which could
          prevent him from fulfilling his responsibilities under this Agreement;
          (iii)  the  Executive  is not a party to or  bound  by any  agreement,
          arrangement or  understanding  that would  interfere  with,  hinder or
          conflict with the performance of his duties under this Agreement; and,
          (iv) none of the  representations  or warranties  made by Executive in
          this Agreement or in any interviews,  references, resumes or curricula
          vitae submitted to the Company or in any insurance applications or any
          other  applications  submitted to any third party in  connection  with
          this  Agreement,  contains or will  contain any untrue  statement of a
          material  fact,  or  omits  or will  omit to  state  a  material  fact
          necessary  in order  to make  the  statements  or  provisions  in this
          Agreement not misleading or incomplete.

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               (b) The Executive agrees to immediately notify the Company of any
          fact or circumstance  which occurs or is discovered during the Term of
          Employment,  which in itself or with the  passage  of time  and/or the
          combination with other reasonably  anticipated  factors does render or
          will render any of these representations and warranties to be untrue.

   11.      CONFIDENTIALITY.

            (a) The Executive  acknowledges  that as a result of the Executive's
employment  with the Company,  the  Executive  has and will  necessarily  become
informed of, and have access to, certain valuable and  confidential  information
of the Company,  the Parent and their  subsidiaries  and Affiliates,  including,
without  limitation,  trade  secrets,  technical  information,  plans,  lists of
patients, data, records, fee schedules,  computer programs,  manuals, processes,
methods,   intangible  rights,  contracts,   agreements,   licenses,   personnel
information  and the  identity  of  health  care  providers  (collectively,  the
"Confidential Information"),  and that the Confidential Information, even though
it may be  contributed,  developed or acquired in whole or in part by Executive,
is the Company's  exclusive property to be held by Executive in trust and solely
for the  Company's  benefit.  Accordingly,  except as required by law or for the
performance of Executive's duties under this Agreement, the Executive shall not,
at any time, either during or subsequent to the Term of Employment, use, reveal,
report, publish, copy, transcribe, transfer or otherwise disclose to any person,
corporation or other entity,  any of the  Confidential  Information  without the
prior  written  consent of the Company,  except to officers and employees of the
Company and other  persons who are in a  contractual  or fiduciary  relationship
with the Company and except for information which legally and legitimately is or
becomes of general  public  knowledge  from  authorized  sources  other than the
Executive.

            (b) Upon the  termination  of this  Agreement,  the Executive  shall
promptly deliver to the Company all Company property and possessions,  including
all drawings,  manuals, letters, notes, notebooks,  reports, copies, deliverable
Confidential  Information  and all other  materials  relating  to the  Company's
business which are in the Executive's possession or control.

   12.  SUBSTANCE ABUSE POLICY.  It is the Company's  policy (the "Policy") that
none of its employees  shall use or abuse any controlled  substances at any time
(other  than those  medications  lawfully  prescribed  by a medical  doctor in a
reasonable diagnosis and which do not interfere with the Executive's capacity to
perform his  obligations  under this  Agreement)  or be under the  influence  of
alcohol or be affected by the use of alcohol during the time period  required to
perform their duties and obligations  under any employment  agreements.  Company
and Executive both  acknowledge and agree that the purpose of this Policy is for
the benefit of the Company, the Executive and the individuals whom they serve.

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            In compliance with this Policy, Executive agrees to submit to random
drug testing  immediately upon the Company's request.  Testing may include,  but
shall not be limited to, the taking of blood and urine  samples and  utilization
of gas  chromatography.  In the event  that a  positive  test  result is reached
indicating  a  violation  of the  Company's  Policy,  Executive  may, at his own
expense and subject to the supervision and approval of the Company of the manner
and testing facilities utilized,  elect to have a second drug test performed, at
a time which is no longer than two days after the initial  positive results were
received  by the  Company and the  Executive.  The Company  may, in its sole and
absolute discretion,  terminate Executive for cause pursuant to Section 10(c) of
this  Agreement in the event  either:  (i) a positive test result is received in
the initial  drug test and  Executive  fails to exercise his or her option for a
second test in the manner  provided for in this Section;  or, (ii) positive test
results are received  from both tests.  In the event that the second test result
is negative,  the Company  may, at any time,  retest  Executive  pursuant to the
terms of this Section.

   13. SPECIFIC  PERFORMANCE;  SEVERABILITY.  It is specifically  understood and
agreed that the event of a breach by the  Executive of any of the  provisions of
this  Agreement  (including  without  limitation,  Sections  8, 9 or 12 and  the
obligations  referred to and incorporated in this Agreement) is likely to result
in  irreparable  injury to the Company,  that the remedy at law alone will be an
inadequate  remedy  for any breach and in  addition  to any other  remedy it may
have, the Company shall be entitled to enforce the specific  performance of this
Agreement by the  Executive  through both  temporary  and  permanent  injunction
relief and through any other appropriate equitable relief, without the necessity
of showing or proving actual damages. If any provision of this Agreement is held
for any reason to be invalid, illegal or unenforceable in any respect, including
without  limitation,  geographic scope,  duration or functional  coverage,  that
invalidity,  illegality  or  unenforceability  shall not  affect  the  validity,
legality  and  enforceability  of any other  provision of this  Agreement;  this
Agreement  shall be  construed  as if that  invalid,  illegal  or  unenforceable
provision had been limited or modified  (consistent  with its general intent) to
the extent necessary to make it valid, legal and enforceable, or if it shall not
be possible to limit or modify the invalid,  illegal or unenforceable  provision
or part of a  provision,  then  this  Agreement  shall be  construed  as if that
invalid, illegal or unenforceable provision or part of a provision had ever been
contained in this Agreement.

     14. NOTICES. All notices,  requests, demands and other communications under
this  Agreement  shall be in writing and shall be deemed to have been duly given
if  delivered  personally  or mailed by  certified or  registered  mail,  return
receipt requested, addressed as follows:




               To the Company:        Sheridan Healthcorp, Inc.
                                      4651 Sheridan Street,  Suite 400
                                      Hollywood, FL  33021
                                      (954) 987-5822
                                      ATTN:  Jay A. Martus, Esq.
                                             Vice President and General Counsel

                                        9

<PAGE>


               To the Executive:      Mr. Michael F. Schundler
                                      1163 Fairlake Trace
                                      No. 1511
                                      Fort Lauderdale, Florida 33326

               15.     MISCELLANEOUS.

               (a) SURVIVAL. The provisions of Sections 7, 8, 10, 11, 13, and 15
          shall  survive the  termination  of this  Agreement  for a time period
          without limitation.

               (b) ENTIRE AGREEMENT;  Waiver. This Agreement contains the entire
          understanding  of the parties and merges and  supersedes  any prior or
          contemporaneous  agreements  between  the  parties  relating  to  this
          Agreement's  subject  matter.  This  Agreement  may not be modified or
          terminated  orally,  and no  modification,  termination  or  attempted
          waiver of any of the provisions shall be binding unless in writing and
          signed by the party against whom it is sought to be enforced; provided
          however,  that the  Executive's  compensation  may be increased at any
          time by the  Company  without  in any way  affecting  any of the other
          terms and  conditions of this  Agreement,  which in all other respects
          shall  remain in full force and effect.  Failure of a party to enforce
          one or more of the  provisions of this  Agreement or to require at any
          time performance of any of the obligations  under this Agreement shall
          not be construed to be a waiver of any provisions by a party nor to in
          any way affect the validity of this  Agreement  or a party's  right to
          enforce any provision of this Agreement,  nor to preclude a party from
          taking any other action at any time which it would legally be entitled
          to take.

               (c) MERGERS AND CONSOLIDATION;  Successors and Assigns. Executive
          shall not have the right to assign or delegate this  personal  service
          Agreement,  or any of his rights or obligations  under this Agreement,
          without the  Company's  consent.  The  Company  may freely  assign and
          delegate all of its rights and duties under this Agreement.  Except as
          otherwise  provided in Section  7(f)(iv),  the parties each agree that
          upon the sale of all or substantially all of the assets,  business and
          goodwill  of the Company or all or  substantially  all of the stock of
          the Company to another company or any other entity, or upon the merger
          or  consolidation  of the Company  with  another  company or any other
          entity,  this Agreement  shall inure to the benefit of, and be binding
          upon,  both  Executive and the Company and any entity  purchasing  the
          assets,   business,   goodwill  or  stock  or   surviving   merger  or
          consolidation.

               (d)  ADDITIONAL  ACTS.  Executive  and the Company each agrees to
          execute,  acknowledge and deliver all further instruments,  agreements
          or documents  and do all further acts that are  necessary or expedient
          to carry out this Agreement's intended purposes.

               (f) HEADINGS.  The headings of the  paragraphs of this  Agreement
          have been inserted for  convenience  of reference only and shall in no
          way  restrict or  otherwise  affect the  construction  of the terms or
          provisions of this Agreement. References in this Agreement to Sections
          are  to  the  sections  of  this  Agreement.

                                       10
<PAGE>

               (g)  CONSTRUCTION.  This  Agreement  shall be  construed  without
          regard to any presumption or other rule requiring construction against
          the  party  causing  this  Agreement  to  be  drafted,  including  any
          presumption  of  superior  knowledge  or  responsibility  based upon a
          party's   business  or  profession  or  any   professional   training,
          experience,  education  or degrees of any  member,  agent,  officer or
          employee  of any  party.  If any  words in this  Agreement  have  been
          stricken out or otherwise  eliminated  (whether or not any other words
          or phrases  have been added) and the stricken  words  initialed by the
          party against whom the words are construed,  this  Agreement  shall be
          construed as if the words so stricken out or otherwise eliminated were
          never included in this Agreement and no implication or inference shall
          be drawn from the fact that those words were stricken out or otherwise
          eliminated.

               (h)  COUNTERPARTS.  This  Agreement  may be  executed in multiple
          counterparts,  each of which shall be deemed to be an original and all
          of which together shall be deemed to be one and the same instrument.

               (i) GOVERNING  LAW. This Agreement is made and executed and shall
          be governed by the laws of the State of Florida, without regard to its
          conflicts of laws principles.

               (j) NO THIRD PARTY BENEFICIARIES.  All obligations of the Company
          under  this  Agreement  are  imposed  solely and  exclusively  for the
          benefit  of  Executive,  and no other  person  will have  standing  to
          enforce,  be entitled to or be deemed to be the  beneficiary of any of
          these obligations.

               (l) LITIGATION; PREVAILING PARTY. In the event of any arbitration
          or litigation,  including appeals, with regard to this Agreement,  the
          prevailing party shall be entitled to recover from the  non-prevailing
          party  all  reasonable  fees,  costs,  and  expenses  of  counsel  (at
          pre-trial, trial and appellate levels) for the prevailing party.

     16. JURISDICTION;  VENUE;  INCONVENIENT FORUM; JURY TRIAL. ANY SUIT, ACTION
OR PROCEEDING  WITH RESPECT TO THIS  AGREEMENT,  OR ANY JUDGMENT  ENTERED BY ANY
COURT IN RESPECT TO THIS  AGREEMENT  SHALL BE BROUGHT IN THE COURTS OF THE STATE
OF FLORIDA OR IN THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA IN
BROWARD COUNTY,  AND THE PARTIES ACCEPT THE EXCLUSIVE  PERSONAL  JURISDICTION OF
THOSE COURTS FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING. IN ADDITION, THE
PARTIES  KNOWINGLY,  INTENTIONALLY AND IRREVOCABLY  WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY  OBJECTION  WHICH THEY MAY NOW OR LATER HAVE TO THE LAYING
OF VENUE OF ANY SUIT,  ACTION OR  PROCEEDING  ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR ANY JUDGMENT ENTERED BY ANY COURT BROUGHT IN THE STATE OF FLORIDA,
AND FURTHER,  KNOWINGLY,  INTENTIONALLY AND IRREVOCABLY WAIVE ANY CLAIM THAT ANY
SUIT,  ACTION OR PROCEEDING  BROUGHT IN THE STATE OF FLORIDA HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM. EACH

                                       11

<PAGE>


PARTY  WAIVES ALL RIGHTS TO ANY TRIAL BY JURY IN ALL  LITIGATION  RELATING TO OR
ARISING OUT OF THIS AGREEMENT.

     Each of the parties have duly executed  this  Agreement as of the Execution
     Date.

                                           COMPANY:
                                           SHERIDAN HEALTHCORP, INC.,
                                           a Florida corporation



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


                                            PARENT:

                                            SHERIDAN HEALTHCARE, INC.,
                                            a Delaware corporation



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


                                             EXECUTIVE:

                                             MICHAEL F. SCHUNDLER



Date:                                        By:
     -------------------                          ---------------------------
                                                  Michael F. Schundler