AMENDMENT No. 3 to
                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Amendment No. 3 (the "Third Amendment"), dated and effective as of
October 12, 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 parties also entered into an second
amendment to the Agreement, dated as of August 15, 1998 (the "Second Amendment")
The Agreement,  the First  Amendment,  Second Amendment and this Third 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  Third
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. At the end of Section 4 of the Agreement,  entitled Duties, add the following
sentence:

         The Executive shall  administer the Company's risk management  program,
         including supervision of claims, procurement of insurance, coordination
         of outside litigation and arbitration counsel  (collectively,  the Risk
         Management  Services").  In the event the Executive  determines  not to
         continue to  administer  the Risk  Management  Services,  the Executive
         shall provide the Company,  at least thirty days prior to the date (the
         "Termination  Date") the Executive will be terminating his provision of
         Risk  Management  Services,  with a written  notice of the  Executive's
         election to discontinue the Risk Management Services.

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2. 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  October  4,  1998,  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 Forty Five Thousand Dollars  ($245,000.00) per annum (the "Base
         Salary").  In the event the  Executive  determines  not to  continue to
         administer  the Risk  Management  Services,  then upon the  Termination
         Date, the Base Salary shall be reduced by Twenty Five Thousand  Dollars
         ($25,000.00).

                  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.

3.  Except  as set  forth  in  paragraph  1 - 2 of  this  Third  Amendment,  the
Employment  Agreement  shall  remain in full  force and  effect.


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4. This Third  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 Third  Amendment  may be executed in two or more
counterparts, each of which shall constitute an original.

         The parties have executed this Third Amendment as of October 12, 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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