EMERGENCY MEDICINE SERVICES AGREEMENT



                                By and Between




                          WYCKOFF HEIGHTS MEDICAL CENTER,
                      a New York not-for-profit corporation,



                                           and



                         SHERIDAN MEDICAL HEALTHCORP, P.C.,
                        a New York professional corporation






                                Dated as of June 1, 1996





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                             TABLE OF CONTENTS
                                                                           Page

                        Preliminary Statements..............................1

Section 1       Emergency Department; Commencement of Services..............2

Section 2       Operation of Emergency Department...........................2
Section 2.A     Emergency Medicine Services.................................2
Section 2.B     Staff Coverage..............................................4
Section 2.C     Physician Qualifications....................................5
Section 2.D     Standards of Operation.....................................10
Section 2.E     Staff Membership and Approval..............................11
Section 2.F     Quality Assurance..........................................12

Section 3       Facilities Provided by the Hospital........................13

Section 4       Insurance..................................................14
Section 4.A     Sheridan's Insurance Obligations...........................14
Section 4.B     Hospital's Insurance Obligations...........................15

Section 5       Compensation...............................................15
Section 5.A     Billing for Patient Services...............................15
Section 5.B     Compensation for Hospital Services.........................16

Section 6       Independent Contractor.....................................18

Section 7       Assignments Prohibited.....................................19

Section 8       Term of Agreement..........................................19

Section 9       Termination................................................19

Section 10      Indemnification............................................21
Section 11      Access of Books and Records................................21
Section 12      Compliance with Applicable Law.............................22
Section 13      Severability...............................................22
Section 14      Notices....................................................23
Section 15      Headings...................................................23
Section 16      Construction...............................................23
Section 17      Entire Agreement; No Waiver; Governing Law;
                 Venue; Waiver of Trial by Jury............................24

                Execution Pages............................................25

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                                   AGREEMENT
                                    BETWEEN
                         WYCKOFF HEIGHTS MEDICAL CENTER
                                     AND
                         SHERIDAN MEDICAL HEALTHCORP, P.C.

     THIS  AGREEMENT,  made this day of 1st day of June,  1996,  by and  between
WYCKOFF HEIGHTS  MEDICAL  CENTER,  a New York  not-for-profit  corporation  (the
"Hospital");  and,  SHERIDAN MEDICAL  HEALTHCORP,  P.C., a New York professional
corporation ("Sheridan").

     WHEREAS,  the Hospital is a licensed  Article 28 hospital in New York City,
New York, with divisions  located at Wyckoff  Heights Medical Center,  Brooklyn,
New York (the "Wyckoff Division") and Jackson Heights Hospital, Queens, New York
(the "Jackson Heights Division"); and

     WHEREAS,  Sheridan is a New York professional  corporation authorized to do
business  in the State of New  York,  and has  experience  in the  provision  of
physician staffing and services for hospital emergency medicine departments; and

     WHEREAS,  the parties hereto desire Sheridan to provide physician staffing,
administrative and professional services  (collectively,  the "Services") to the
Emergency   Departments   at  the   Wyckoff  and   Jackson   Heights   Divisions
(individually,  an "ER  Division" and  collectively,  the  "Department")  of the
Hospital;

     NOW,  THEREFORE,  in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:

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<PAGE>

     1.  EMERGENCY  DEPARTMENT;   COMMENCEMENT  OF  SERVICES.  Hospital  retains
Sheridan  and  Sheridan  agrees to be retained  to provide  the  Services in the
Department on an exclusive basis in accordance with the terms of this Agreement.
Sheridan shall commence the provision of Services  pursuant to this Agreement on
May 31,  1996.  Upon  Hospital's  request,  Sheridan  shall  provide  comparable
services to Hospital at any additional facility operated,  controlled or managed
by Hospital,  upon such terms and  conditions  to be  separately  negotiated  by
Sheridan and Hospital.

     2. OPERATION OF EMERGENCY DEPARTMENT.  At all times during the Term of this
Agreement,  Sheridan shall be responsible for providing the day-to-day physician
staffing of the Department as follows:

        A. EMERGENCY MEDICINE SERVICES.Sheridan shall provide in the Department,
through its employed or contracted  emergency medicine physicians (a "Physician"
or the "Physicians"),  physician  services in the Department,  which are usually
and customarily rendered in emergency medicine departments,  including,  but not
limited to:

           (i) evaluating and treating the acute medical needs of every  patient
submitting him/herself to the Department for medical care, regardless of ability
to pay. In the event that an individual  requests  treatment by his/her personal
physician,  however, such patient shall be treated by the Physician on duty only
if the patient becomes  distressed and, in the opinion of the Physician on duty,
requires immediate assistance;

           (ii)consulting with and assisting members of the Medical Staff of the
Hospital concerning matters within the competence of the Physicians and P.A.s;

           (iii) serving on such  Hospital  medical  staff  and  other  HospitaL
committees  as  may be  reasonably  required  by  Hospital from time to time and
participating in  all  activities  pertaining  to  Hospital  and  Medical  Staff
relations;

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<PAGE>

           (iv) participating in Hospital's teaching  and residency  programs as
requested by Hospital,  and  cooperating  and assisting in the  development of a
teaching  and  residency  program in  emergency  medicine,  if so  requested  by
Hospital;

            (v) cooperating and assisting in the training and scheduling  of all
Department  personnel,  including  but not  limited  to  Hospital's  physicians,
nurses, allied health professionals,  technicians,  medical students,  residents
and fellows;

       (vi)   analyzing quality assurance and professional performance  data, in
accordance with Hospital's quality assurance policies and procedures,  including
without  limitation  the use of such  information  with  respect to the  Medical
Staff's biennial reappointment process;

       (vii)   overseeing  compliance  with  quality  management  programs  and
patient management policies and protocols developed  by Sheridan and approved by
Hospital and the Department  with respect to risk  management, Joint  Commission
or the  Accreditation  of  Healthcare   Organizations   ("JCAHO"),   American
Osteopathic Association ("AOA"), and patient  management  standards,  including,
but not limited to mechanisms for periodic patient satisfaction surveys;

       (viii)  becoming  actively involved in the communities served by Hospital
through educational and other  programs to promote the services  of Hospital and
develop community recognition and support; and,

       (ix)    operating  the  Department  in  a  cost  efficient and  effective
manner,  subject  to  the  budgeting  systems  and  constraints  established  by
Hospital,  including, upon Hospital's request, participating in the  preparation
of   operating  and  capital  budgets  for  the  Department which  will  include
projections  of  revenues and  expenditures and  recommendations  for  more cost
effective methods.

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<PAGE>

     B. STAFF COVERAGE.Sheridan shall provide sufficient staff for the provision
of emergency medicine services for all patients of the Department, as follows.

        1.  PHYSICIANS.Sheridan shall provide  sufficient  staff  for  physician
coverage  twenty-four  (24) hours per day, seven (7) days per week, 365 days per
year, at each ER Division  during the Term.  Sheridan shall increase or decrease
physician coverage in each ER Division as warranted by patient volume;  provided
however,  that  physician  coverage  shall not fall below the  minimum  coverage
requirements  stated above.  Sheridan  shall  implement any increased  physician
coverage  in the event that the  average  number of patient  visits at either ER
Division exceeds 2.5 visits per hour, as determined on the basis of any two-week
period during the Term.  Any  subsequent  decrease in physician  coverage may be
implemented  by Sheridan in the event that the average  number of patient visits
to either ER Division  falls  below 2.5 visits per hour,  as  determined  on the
basis of any two-week period during the Term.

            In the  event  that   Hospital  establishes  a residency  program in
emergency medicine,  Sheridan  shall  provide  Physicians  board  certified   in
emergency medicine to the extent required by any program.

        2.  PHYSICIAN'S ASSISTANTS.  In  addition  to the  Physicians  described
above, Sheridan shall also provide or arrange for physician's assistant ("P.A.")
staffing for the Wyckoff ER Division  twelve (12) hours per day,  seven (7) days
per week,  365 days per year during the Term.  P.A.  coverage may be temporarily
increased by Sheridan at the Wyckoff ER Division at any time when,  Hospital and
Sheridan  mutually  agree that  patient  volume  exceeds the  capability  of the
existing staff at the Wyckoff ER Division to provide  appropriate  patient care.
P.A.  coverage may be reduced or  eliminated  in the event that the Hospital and
Sheridan  mutually  agree  that  improvements  in the  level  and  scope  of the
Department's  nursing service provided by the Hospital renders the P.A. coverage
excessive or no longer necessary.

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<PAGE>

            Sheridan  shall  require  that  all  Physicians or P.A.s employed or
engaged by Sheridan  wear name tags  while on duty at  the  Hospital.  Such name
tags  shall  clearly  identify   each  Physician  or  P.A.  as  an  employee  or
contrtactor  of Sheridan.  At Hospital's request,  Sheridan shall post a sign in
each ER Division notifying  patients  that the  Physicians  and P.A.s  providing
services in the Department  are  employed by Sheridan  and not by the  Hospital.
Sheridan  shall provide  that an adequate  number  of  Physicians on  staff  are
on-call 24 hours per day, 365 days per year, to provide continuous  availability
of  clinical  coverage  in the  event of an emergency,  a disaster or transitory
excessive  patient case load.  Any on-call staff shall be available by available
by pager to respond to Hospital's call within thirty (30) minutes.

     C. PHYSICIAN  QUALIFICATIONS.  In theevent that Hospital  provides Sheridan
with  written  notice that any  Physician  employed or engaged by Sheridan is in
violation of Hospital's  written personnel  standards and policies (which notice
shall  state the nature of that  violation),  Sheridan  shall  take  appropriate
action to discontinue that  individual's work at the Hospital in accordance with
those standards and policies.  Sheridan shall  immediately  remove any Physician
from that Hospital, in its sole discretion,  reasonably deems to be an immediate
threat to the safety or well-being of Hospital's patients, staff or visitors.

         All Physicians shall:

          (i)   be licensed to practice  medicine in the  State  of New York and
maintain  Federal DEA  numbers;

          (ii)  be board-eligible in a primary care specialty;

          (iii) agree to adhere to  the ethics and  principles  of  the American
College of Emergency  Physicians  ("ACEP")

          (iv)  fulfill all Continuing Medical Education ("CME") requirements as
needed to maintain New York  licensure  and to  meet all CME  standards and  all
standards of ACEP;

           (v)  achieve and maintain Advanced   Cardiac  Life  Support  ("ACLS")

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<PAGE>

certification;

           (vi) undergo  an  in-depth  pre-employment  screening  process  by
Sheridan,  including thorough checking of at least three (3) references with the
Data  Release  Department  of the  American  Medical  Association  as a back-up.
Sheridan shall review the American Medical Association Physician Profile Service
("AMAPPS") file of each physician  candidate,  inform the Hospital regarding the
results of such review,  and take any necessary and/or  appropriate action based
upon  information  revealed from such file. In  accordance  with the  Hospital's
Medical Staff Bylaws,  physician  candidates may be granted temporary privileges
prior to completion of the AMAPPS review  process;  and,

           (vii) be individually credentialed  by Hospital. Physician candidates
shall be required to undergo Hospital credentials  review procedures as provided
in Hospital's Medical Staff Bylaws for granting of medical staff membership, and
Sheridan shall ensure that no physician shall work in the  Department unless  he
or she  has been  granted  such staff  privileges  and  maintains  medical staff
membership  in good  standing.

                 Additionally,  Sheridan  agrees that it will support Hospital's
filing of  an  application  to be  designated as a  911 EMS  receiving  station.
Sheridan  agrees  that its  Physicians shall  achieve Basic Cardiac Life Support
"BCLS") and ACLS  certification  within  thirty (30) days  of the  execution  of
this Agreement and shall meet any other  specific  physician  qualifications for
the EMS  program within ninety (90)  days of the  Hospital's  approval  as a 911
EMS receiving station.  Sheridan's agreement in this regard is conditioned  upon
Hospital's agreement  to work  with  Sheridan in good  faith at all times during
this  process to  ensure  that the  required  credentialling  of the  Physicians
and P.A.s is accomplished on a timely basis.

     (1) DEPARTMENT DIRECTOR. A mutually acceptable physician shall be recruited
by Sheridan  and  appointed  by Hospital  as  Director  of the  Department  (the
"Director").  The Director  shall be  board-certified  in emergency  medicine or
board certified in internal medicine, surgery or family practice, with extensive
emergency  department  clinical and managerial  experience and shall achieve and
maintain  Advanced  Trauma Life Support  ("ATLS")  certification  within six (6)
months of  appointment.  The Director  will be  responsible  for direct  overall
supervision  of all Department  Physicians and P.A.s and for  integration of the
Department into the Hospital organization.

     During the absence of the Director  for  vacation,  sick leave,  or for any
other short-term reason, Sheridan shall provide a substitute Director and notify
Hospital.  The substitute  Director shall be appointed subject to the consent of
Hospital,  which  consent shall not be  unreasonably  withheld.  The  substitute
Director  shall  be a  physician  hired  by  Sheridan  to work at  Hospital,  be
privileged  at Hospital  and be  board-certified  or  board-eligible  and in the
process of obtaining board certification.  In the event of the Director's death,
disability, resignation,  termination of employment with Sheridan or retirement,
or at the Hospital's option,  the substitute  Director shall continue to perform
under the terms and  conditions of this Agreement  until  Hospital  approves the
appointment  of a new  Director  recruited  by  Sheridan  who  meets  all of the
criteria established for the Director,  which approval shall not be unreasonably
withheld.

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<PAGE>

     Sheridan  shall  be  responsible  for  ensuring  that the  Director  or the
substitute   Director  is  on  site  during  normal  business  hours  to  handle
administrative  and  unusual  patient  disposition  issues as well as to provide
back-up clinical coverage in the event of an emergency,  a disaster or excessive
patient case load. The Director and/or the substitute  Director shall be on-call
at all times,  shall be available by pager and shall  respond by telephone or in
person to Hospital's call within thirty (30) minutes.

     The Director shall be a member of the Medical Board and of such  additional
committees of the Medical Staff and Hospital as required by the Medical Director
of the Hospital, and shall have general authority to carry out the terms of this
Agreement.  In addition to the above,  the  Director  shall be  responsible  for
carrying out duties and responsibilities including but not limited to:

             (a)  supervising, on a day-to-day basis, the  delivery of emergency
medical care in the Department, resolving all conflicts arising among Department
professionals,  responding, in conjunction  with the Medical   Director,  to all
patient concerns and complaints relating to Department  services,  and acting as
a liaison  among medical  staff, nursing  staff and  administration  in matters
relating to the  Department;

             (b)  monitoring and making recommendations with respect to the care
provided in the Department by both Sheridan personnel and Hospital staff members
as part of Hospital's quality assurance  program, and ensuring that all Sheridan
personnel comply with all requirements of regulatory and  accreditation  bodies,
and  with  all bylaws,  rules,  regulations,  and  other  written   policies and
procedures of Hospital and the Department  with respect to the operation of  the
Department and Hospital's quality assurance  program;

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<PAGE>

             (c)  monitoring and reporting  to  Hospital on the  status  of  all
Physicians and P.A.s with respect to the credentialling requirements established
by  Hospital's  Credentials  Committee  and   regularly  evaluating  physician
performance and conduct, including, but not limited to: (a)an evaluation of each
new  physician  before  the start of service in order to recommend acceptance of
the  physician  for full  service,  an extension of the probationary  period or
termination  of that  physician;   (b) one  annual performance appraisal of each
Physician  working in the  Department;   (c)  taking  any necessary or advisable
corrective  disciplinary  measures;

             (d)  developing, recommending, and,  at the  Hospital's  direction,
implementing and maintaining, all policies and procedures pertinent to emergency
medical care and updating those policies and procedures at least annually;

             (e)  developing,  recommending,  and,  at Hospital's   direction,
implementing and maintaining,  written quality   assurance  and risk management
programs which meet the  requirements  of the  JCAHO,  the AOA and the  Medical
Staff plan for emergency medicine services;

             (f)  conferring from time to time with Hospital administration  and
consulting as to the  organization and management of the  Department   in  order
to  enhance  its  public  service capabilities, efficiency, and quality of care;

             (g)  supervising and participating in, as required, the educational
activities of the  Department,  serving as a liaison  with  physician   staff to
provide  educational  programs  at  Hospital,including CME seminars,  and in the
development of  training programs for nursing personnel and   allied  healthcare
providers,   and  ensuring  that all  Department  Physicians  and  P.A.s  remain
current  in  emergency  medicine  and  continuing education requirements;

               (h) attending Medical Staff meetings and administrative meetings
relating to the operation of the Department,  serving the Medical Board and  on
other appropriate Medical Staff committees and  actively  participating in  and
attending all required  Hospital  committee  meetings;

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<PAGE>

               (i) assisting in the budget   process and control of resources in
accordance with Hospital policies and assisting   Hospital  in  the  preparation
and implementation of an annual departmental  business plan;

               (j) actively  participating  with city,county and state Emergency
Medicine Services Councils and maintaining an  active   dialogue  with area  EMS
agencies and participation in EMS activities;  and,

               (k) consulting  with  Hospital on  nursing staff  personnel   and
policies,  clerical  and financial staff  personnel and  policies and  any other
policies which affect the delivery of emergency medical care in the  Department.

    D.  STANDARDS  OF  OPERATION.

           (i)  COMPLIANCE   WITH  LAWS,  RULES  AND   ACCREDITING  BODIES.  The
Physicians and  P.A.s  shall  conduct  their  activities in the   Department  in
accordance  with all applicable  state,  federal  and  local laws,    rules  and
regulations and with the requirements and standards of the JCAHO, AOA, ACEP, and
the policies, practices, rules or  regulations as may be  established  from time
to time by the Board of Trustees  and/or the Medical Staff of Hospital  pursuant
to Hospital and Medical Staff Bylaws.  The Physicians and the  Director  will be
bound by the standards of conduct and bylaws of Hospital applicable to   members
of  Hospital's  Medical Staff including  those  pertaining  to  relations   with
administration, staff and patients. Hospital  shall   provide  Sheridan  and the
Director  with  updated  copies of all  applicable  Hospital   and Medical Staff
Bylaws, policies and procedures.

           (ii) NO DISCRIMINATION.   Sheridan shall ensure that all patients who
present  themselves   to the  Department  are  examined,  managed  and   treated
appropriately regardless  of race,  color,  creed,  handicap,  sex, age,  sexual
orientation, marital status or ability to pay.

           (iii) PROVISION OF EMERGENCY MEDICINE SERVICES. Physicians  furnished
by Sheridan to the Hospital shall not  provide  inpatient  medical  services  or
treatment to patients  except in the case of medical  emergencies  and shall not
admit  patients to the  Hospital,  except to the service of an active  member of
Hospital's  medical  staff.  In the event a patient  requires  admission  to the
Hospital  and does not indicate a physician  of choice,  that  patient  shall be
admitted to the service of the physician on call.

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      E. STAFF  MEMBERSHIP AND APPROVAL.  Any Physician, including the Director,
whose staff  privileges are removed or restricted by Hospital  shall not work in
the  Department. Upon the termination of this Agreement or upon the  termination
of the affiliation of any Physician with Sheridan for any reason, the Department
staff  membership and Department clinical privileges  of  that  Physician  shall
be  automatically terminated by Hospital  without  further  action  and  without
providing   opportunity   for hearing or   other  due  process.   Sheridan shall
specifically require that each Physician  agree in writing to  waive all  rights
and due process  privileges set forth in the Hospital  Medical Staff Bylaws with
respect to  termination or   other limitation   of Medical  Staff  membership or
clinical  privileges.

      F.  QUALITY ASSURANCE.

          (i)   ASSISTANCE IN HOSPITAL'S QUALITY ASSURANCE  PROGRAM.  As part of
Hospital's  overall  quality  assurance   program,   Sheridan  shall  assist  in
establishing  procedures to assure the  consistency  and quality of all services
provided in the Department by physicians,  nurses,  allied health professionals,
and other  technical and  non-medical  personnel,  in  accordance  with Hospital
policies and the policies of licensing, accrediting and/or review organizations.
Sheridan  personnel  shall serve on such  committees  as may be  appropriate  in
connection  therewith.

          (ii)  PARTICIPATION IN TEACHING AND RESIDENCY  PROGRAMS.Sheridan shall
participate in and   cooperate  with Hospital's  various  teaching and residency
programs which may be necessary  or  advisable to   ensure  Hospital's   overall
compliance  with  accrediting requirements,   and   perform such  other  related
functions within Hospital as may be reasonably  requested by Hospital.  Sheridan
shall ensure that all Physicians and P.A.s remain current in emergency  medicine
and continuing education  requirements.

          (iii) DEPARTMENT  INSPECTION.   Sheridan shall assist Hospital in  the
periodic evaluation of all emergency room  equipment to determine   whether  the
equipment is being  maintained in a safe condition and being utilized  in a safe
and efficient  manner.  Further,  Sheridan shall advise Hospital with respect to
the  selection  of  additional  and  replacement  equipment for the  Department,
provided,  however,  that  Hospital shall have the final authority  in  deciding
whether  or  not to  purchase  such  additional  and/or replacement   equipment.

          (iv)  CONSULTATION  REGARDING SUPPLIES AND  SUPPORT SERVICES. Sheridan
shall advise  Hospital  regarding  requisitions for  medical and  administrative
supplies and support services  required for the operation of the Department.  In
connection therewith,  Sheridan shall request  appropriate  nursing personnel to
submit such  requisitions through regular purchasing channels in accordance with
established Hospital policies and practices.Except pursuant to the prior written
approval of Hospital,Sheridan shall not engage in direct purchasing or otherwise
contract any liability on behalf of Hospital and shall neither charge the credit
of Hospital nor incur any  obligations  or enter  into  any  agreement for or on
behalf of Hospital in the operation of the Department or otherwise.

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3.  FACILITIES  PROVIDED  BY  HOSPITAL.  During  the  Term  of  this Agreement,
Hospital  shall, at its expense,  provide the following  facilities,services and
supplies,  necessary  to comply with applicable laws, rules and regulations  for
the proper and  efficient  operation of the  Department  and to permit  Sheridan
to adequately  perform its duties under this  Agreement:

     A. The  area and  facilities  presently  occupied  by or for the use of the
Department,  or  comparable  facilities  at  the  Hospital,   including  medical
equipment,  office space,  furniture,  files, office equipment,  instruments,  a
private  sleeping  room  upon  request,  and  related  items  presently  in  the
Department, or comparable furnishings and equipment;

     B. maintenance   of all items  referred to in  subparagraph  (A) hereof and
replacements thereof as necessary;

     C. suitable staffing,  consisting of qualified registered nurses,  licensed
practical  nurses,  technicians,  venapuncturists  and  clerical  personnel,  as
necessary to ensure effective and efficient patient care, as well as a qualified
nursing supervisor to oversee nursing functions; all such personnel shall be and
remain  employees or  contractors  of the  Hospital,  and shall not be employees
and/or contractors of Sheridan with respect to any services provided pursuant to
this Agreement;

     D. services including, but not limited to, janitorial,  security,  in-house
messenger,  laundry,  electricity,  gas, water, heat, patient system, telephone,
and other utilities;

     E. supplies  such  as  chemicals,  paper,  stationery,  and  similar  items
necessary for the proper and effective operation of the Department;

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<PAGE>

     F. maintenance   of medical  records of  Hospital  patients  treated by the
Physicians  and P.A.s.  All medical  records shall be and remain the property of
the Hospital;  provided that  Hospital  shall provide  Sheridan with one legible
copy each day of the Department  patient records  containing the patient billing
and physician  service  information,  subject to state and federal law regarding
the confidentiality of medical records; and further provided that Hospital shall
make available to Sheridan the  registration  log of the Department to be copied
at the Hospital by a Sheridan representative  acceptable to the Hospital,  which
representative  shall be  given  reasonable  access  to the  Hospital's  copying
machines for the purpose of copying the Department registration log ; and

     G. secure parking for Physicians and P.A.s at Hospital's usual rates.

4. INSURANCE.

     A.SHERIDAN'S  INSURANCE   OBLIGATIONS.  Sheridan will provide and maintain
professional  liability  insurance,  with  limits  of no less  than One  Million
Dollars ($  1,000,000.00)  per claim and Three Million Dollars ($  3,000,000.00)
annual aggregate, covering the professional conduct of Sheridan, each Physician,
and the Director.  At Hospital's  request,  Sheridan  shall review the insurance
coverage provided under this Agreement.  Said coverage may be adjusted by mutual
agreement of the parties.

       Sheridan shall be solely responsible for any insurance required by virtue
of  Sheridan's  status  as  employer,  including  but  not  limited  to  workers
compensation insurance and unemployment insurance for each employee of Sheridan.

       Sheridan shall furnish to Hospital certificates of  insurance  evidencing
all  of such  coverage at the  commencement   of this   Agreement and   annually
thereafter. In addition, Sheridan  shall  provide  Hospital with at least thirty
(30) days' prior written notice of any reduction,  cancellation  or  termination
of  any  such   insurance  from Sheridan's  insurance  carrier.  Sheridan  shall
immediately notify Hospital of any such change and of any and  all claims  filed
against  Sheridan or against  any of the  Physicians, the P.A.s and/or employees
relating  to the services rendered pursuant to this Agreement.

   B.  HOSPITAL'S INSURANCE OBLIGATIONS.Hospital shall provide general liability
insurance coverage for operation of the Department in such amounts as ordinarily
carried for such  purposes by  Hospital.  In  satisfaction  of this  obligation,
Hospital may provide coverage under an actuarial determined self-insurance plan.
Upon request of Sheridan,  Hospital shall furnish evidence of such coverage.

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<PAGE>

5. COMPENSATION.

   A.  BILLING FOR PATIENT SERVICES.

       (i) Hospital shall cooperate with  Sheridan  to furnish  data  reasonably
necessary to enable Sheridan to bill for the  professional  component of patient
care services as provided by the Physicians  and the P.A.s.  Sheridan shall bill
patients  directly,  on a  fee-for-service  basis, for services  rendered by the
Physicians and the P.A.s.  Sheridan shall charge Hospital  patients only for the
professional  component  of such  services  and shall not  charge  any  Hospital
patient for the technical component.

           Sheridan shall provide Hospital with a copy or  copies of  each   fee
schedule  upon  request.    All fees for  emergency  medicine  services shall be
comparable with fees charged for the same or similar  services  elsewhere in the
community,  and  shall not   violate   any law or   regulation  governing  fees,
including   without limitation,  Federal Medicare and   Medicaid  statutes   and
regulations. With respect to services rendered by Sheridan to persons covered by
Medicare, Sheridan agrees to  accept  Medicare  assignments as  payment  in full
and  shall not bill such patients for any amounts   except for the  co-insurance
and  deductible amounts which are the direct responsibility of the patient under
applicable rules and regulations regarding Medicare coverage.

           Sheridan  shall  assume  the  costs  associated   with such  billing,
including the costs of preparing,  mailing and collecting the invoices,and shall
indicate on each invoice that it is billing only for the professional  component
of the Physician services.

          (ii)  Hospital  shall bill patients  directly for the non-professional
component  of  services  rendered.  Hospital  shall be  solely responsible   for
its  own   billing  and   collection   with  regard  to  such   non-professional
component.

     B. COMPENSATION FOR SERVICES.  In consideration for the  Services  rendered
by Sheridan with respect to the administration and operation of the   Department
and   the   fulfillment   of   its    teaching responsibilities,  Hospital shall
compensate  Sheridan as follows:

           (i)  Hospital shall make an initial payment of Two Hundred  Sixty-Six
Thousand Six Hundred Sixty-Seven Dollars  ($266,667.00) on the execution date of
the Agreement,  which shall be applied to and constitute  payment in full of the
final  payment due in the final month of the  Agreement.  In the event that this
Agreement is terminated  prior to the completion of the Term or any renewal term
described in Section 8, Sheridan shall  immediately  return such payment in full
to Hospital,  less any accrued but unpaid  amounts owed by Hospital  pursuant to
this Section 5.B.

                                       14
<PAGE>

           (ii) Commencing on July 1, 1996 and continuing throughout the Term of
this Agreement, and except as provided in the next succeeding sentence, Hospital
shall pay to Sheridan  the sum of Two  Hundred  Sixty-Six  Thousand  Six Hundred
Sixty-Seven  Dollars  ($266,667.00)  per month for emergency  medicine  services
rendered to the Hospital (the "Emergency Services  Compensation").  In the event
that the Jackson  Heights  Division  permanently  closes its ER  Division,  upon
ninety (90) days prior written notice to Sheridan,  then the Emergency  Services
Compensation  shall be  reduced  to Two  Hundred  Twenty-Five  Thousand  Dollars
($225,000.00) per month,  commencing on the first day of the month following the
ninety (90) days prior written notice and continuing throughout the remainder of
the Term. Each monthly payment of Emergency  Services  Compensation shall be due
on the first day of the month in which the Services  are to be rendered.  If any
Emergency Services  Compensation is not paid within thirty (30) days of the date
each monthly  payment is due, then the unpaid amount shall accrue interest until
paid at a rate of interest  equal to Citibank,  N.A.'s prime rate,  as announced
from time to time,  plus 3/4 percent.  Further,  all payment  obligations of the
Hospital  pursuant to this  subsection  shall  survive the  termination  of this
Agreement.

            (iii) Hospital understands,agrees and acknowledges that Sheridan has
entered  into  this  Agreement  with the  expectation  that in  addition  to the
Emergency Services Compensation,  Sheridan shall be entitled to bill and collect
from the State of New York the  amount  of 100  percent  (100%) of the  Medicaid
allowable fees for the emergency  services  Sheridan  provides to the Hospital's
Medicaid  patients  pursuant  to this  Agreement.  In the event  that there is a
change in circumstances concerning federal or state laws or regulations or other
pronouncements  or policies  governing the Medicaid  reimbursement  system which
either  limits,  substantially  delays  or  precludes  Sheridan  from  receiving
Medicaid  fees for services  rendered,  Hospital  agrees,  as an  inducement  to
Sheridan's entering into this Agreement,  to restructure the subsidy arrangement
so as to increase the subsidy  amount paid to Sheridan by the amount of Medicaid
allowable  fees  not  then  paid  to  Sheridan.  Hospital  further  agrees  that
Sheridan's  entitlement  to the  foregoing  adjustment  shall  accrue  upon  the
effective date of the regulatory change.

6.  INDEPENDENT  CONTRACTOR.

     A. The parties  hereto  expressly  understand  and agree that  Sheridan and
Hospital are  independent  contractors,  and that no relationship of employer or
employee  is  created  by  this  Agreement.  None  of the  Physicians  or  P.A.s
performing  services for Sheridan  pursuant to this Agreement shall be employees
or contractors of Hospital,  and no Physician or P.A. shall have any claim under
this  Agreement or otherwise  against  Hospital for salary,  vacation  pay, sick
leave, or retirement  benefits of any kind. No Sheridan  employee or independent
contractor  shall be eligible to participate in any benefit program  provided by
Hospital for Hospital employees.

                                       15
<PAGE>

     B.  PAYMENT OF  OBLIGATIONS.  Except as set forth in this  Agreement,  each
party hereto shall be exclusively  liable for its own debts,  obligations,  acts
and omissions,  including  administrative and corporate expenses, the payment of
any required payroll,  fringe benefits,  unemployment and workers'  compensation
insurance,  and the payment of all withholding,  Social Security and other taxes
and benefits.

     7.  ASSIGNMENTS  PROHIBITED.  Sheridan shall not assign its interest in and
obligations under this Agreement to any entity without the prior written consent
of Hospital, which shall not be unreasonably withheld.

     8. TERM OF AGREEMENT. The term of this Agreement shall be from May 31, 1996
until May 30, 1999 (the  "Term").  This  Agreement  may be renewed for three (3)
year terms upon mutual agreement of the parties hereto.

     9.  TERMINATION.  This  Agreement  may be  terminated  at any time upon the
occurrence of any one of the following events:

     (i)    by either party upon the  dissolution  of the other;

     (ii) by either party,  upon the other's  entrance,  either  voluntarily  or
involuntarily,  into any form of  bankruptcy,  including an  assignment  for the
benefit of creditors;

     (iii) by either party, in the event the other is responsible for revocation
or  suspension  of any required  license or other  operating  authority,  or the
taking of other disciplinary action by an appropriate regulatory authority,  for
failure to comply with  applicable  laws,  rules or regulations  with respect to
operation of the Department;

     (iv) by either  party in the event that  federal,  state or local  legal or
administrative  requirements  adopted  subsequent to execution of this Agreement
render this Agreement or any part thereof  illegal or otherwise  untenable,  and
the  parties,  after good faith  negotiation  for at least sixty (60) days,  are
unable to reach agreement on a way to satisfy such new requirements;

     (v) by either party upon a material  breach of this Agreement by the other,
where the  breaching  party fails to cure such breach  within sixty (60) days of
the receipt of notice thereof; or

     (vi) by both parties upon written agreement;

                                       16
<PAGE>

     (vii) by Hospital,  in the event of cancellation of or a material change in
Sheridan's insurance coverage required pursuant to this Agreement;

     (viii) by Hospital, in the event of conduct by any Physician or P.A. which,
in the fair and  reasonable  opinion of  Hospital  endangers  the welfare of any
Hospital  patient  or is  otherwise  in  violation  of  the  bylaws,  rules  and
regulations of Hospital or the Medical Staff,  where,  after written notice from
the  Hospital,  Sheridan  fails to promptly  remove such  Physician  or P.A.from
Hospital  premises and from his/her  position at Hospital upon written notice by
the Hospital; or,

     (ix) by  Sheridan,  if  Hospital  fails  to  make  any  Emergency  Services
Compensation  Payments required  hereunder within thirty (30) days following the
date on  which  any  payment  is  due;  provided  that  Sheridan  shall  provide
reasonable prior notice to Hospital that Sheridan has not received payment so as
to permit  Hospital to make such payment  prior to the  expiration of the thirty
(30) day period.

     C. EFFECT OF TERMINATION. Upon termination of this Agreement, neither party
shall have any  further  obligation,  and,  except with  respect to  obligations
accruing prior to the date of termination or provisions herein,  which, by their
express terms, survive termination of this Agreement for any reason,  Hospital's
obligation  to  make  payments  to  Sheridan  shall  cease  as of  the  date  of
termination.  In the event that this Agreement  terminates on or after the first
(1st) day of a month,  Hospital's final monthly payment  obligation shall be the
pro rata share of that monthly  payment.  In  addition,  as noted in Section 5.B
hereof, in the event that this Agreement is terminated for any reason before the
end of the Term or any renewal  Terms,  Sheridan  shall  repay to  Hospital  its
entire initial Two Hundred  Sixty-Six  Thousand Six Hundred  Sixty-Seven  Dollar
($266,667.00)  initial payment, less any amounts accrued but unpaid amounts owed
by Hospital  pursuant to Section 5.B. Both parties agree to cooperate  with each
other during the  termination  process in order to assure  continuity of care to
patients being served pursuant to this Agreement.

10.  INDEMNIFICATION.

     A. Hospital shall indemnify and hold harmless Sheridan, its governing body,
officers,  agents,  physicians,  and  employees  from  and  against  any and all
liabilities,   claims,  losses,  damages,  lawsuits,   judgments,  and  expenses
(including reasonable attorneys' fees) to the extent that they proximately arise
out of any act or  omission  by  Hospital  or any of their  agents or  employees
acting in connection with this Agreement or the provision of services hereunder.

                                       17
<PAGE>

     B. Sheridan shall  indemnify and hold harmless the Hospital,  its governing
body, and their officers,  medical staff,  agents and employees from and against
any and all  liabilities,  claims,  losses,  lawsuits,  judgments  and  expenses
(including reasonable attorneys' fees) to the extent that they proximately arise
out of any act or omission by Sheridan or any of its Physicians,  P.A.s,  agents
or  employees  acting in  connection  with this  Agreement  or the  provision of
services hereunder.

11.  ACCESS TO BOOKS AND RECORDS.

     A. Sheridan  shall, at all times as Hospital may reasonably  request,  make
available to the Division  Administrator  responsible  for the Hospital,  or his
designee,  all of its books and other financial  records  relating to Sheridan's
performance of services hereunder.  Hospital shall have the right to examine and
audit such books and records.

     B. To the extent required by applicable law,  Sheridan shall make available
to the United States  Department of Health and Human Services  ("HHS"),  the New
York State Health Care Finance  Administration,  the State of New York,  and the
Medicare or Medicaid  intermediary,  this Agreement and its books, documents and
records necessary to verify the nature and extent of costs of services furnished
hereunder.  Sheridan  shall  maintain  and continue to make  available  all such
books,  documents  and records for a period of no less than four (4) years after
the services are completed under this Agreement.  If Sheridan carries out any of
the duties of the Agreement  hereunder  through a subcontract  having a value or
cost of $10,000  or more over a twelve  month  period,  such  subcontract  shall
contain a clause to the effect that,  until the  expiration  of four years after
the furnishing of such services pursuant to such subcontract,  the subcontractor
shall  make  available  upon  written  request to the  Secretary  of HHS or upon
request to the  Comptroller  General  of the United  States or any of their duly
authorized  representatives,  copies of the subcontract  necessary to verify the
nature and extent of the costs of such subcontract.

12. COMPLIANCE  WITH ALL APPLICABLE LAW.

     A. Notwithstanding any other provision in this Agreement,  Hospital remains
responsible  for ensuring that any service  provided  pursuant to this Agreement
complies with all pertinent  provisions  of federal,  state and local  statutes,
rules and regulations.

     B. Sheridan represents that its employees providing services hereunder have
been informed of and trained in the confidentiality and disclosure  requirements
of New York statutes and  regulations,  including  those  provisions  concerning
HIV/AIDS  related  information,  and Sheridan and its employees  agree to comply
with such requirements.

                                       18
<PAGE>

13. SEVERABILITY.  If any    provision of  this  Agreement or the application of
any  provision  hereof  to any  person  or  circumstance  is held  invalid,  the
remainder  of this  Agreement  and the  application  of such  provision to other
persons or  circumstances  shall not be affected  unless the  invalid  provision
substantially impairs the benefits of the remaining portions of this Agreement.

14. NOTICES.    All  notices  hereunder shall be  given in writing, by certified
mail,  return receipt  requested,  addressed as hereafter  provided,  or to such
other addresses or person as either party may designate in writing:

     If to Hospital:          Wyckoff Heights Medical Center
                              374 Stockholm Street
                              Brooklyn, New York 11237
                              Attention: Division Administrator

     With a copy to:          Preferred Health Network, Inc.
                              45th Avenue at Parsons Boulevard
                              Flushing, New York 11355
                              Attention: Vice President, Legal Affairs

     If to Sheridan:          Sheridan Medical Healthcorp, P.C.
                              4651 Sheridan Street, Suite 400
                              Hollywood Florida 33021
                              ATTN:  Jay A. Martus, Esq., General Counsel

15.  HEADINGS. Paragraph   headings are for  reference only and   shall  not  be
considered in the construction of this Agreement.

                                       19
<PAGE>

16.  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,  then 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.

17. ENTIRE AGREEMENT;  NO WAIVER; GOVERNING LAW; VENUE; WAIVER OF TRIAL BY JURY.
This Agreement  contains the  entire  Agreement of  the parties and shall not be
amended,   waived  or  modified except in writing,  signed by both parties.  The
waiver  by a party of a breach  of any  provision  of this  Agreement  shall not
operate or be construed as a waiver of any subsequent breach.

     This Agreement  shall be governed by the laws of the State of New York. Any
and all  proceedings  relating to this  Agreement  and/or the services  rendered
hereunder  shall be maintained in the courts of the State of New York located in
Kings County, or the federal district courts sitting in Kings County,  New York,
which courts shall have  exclusive  jurisdiction  for such purpose.  The parties
accept the exclusive personal jurisdiction of such courts for the purpose of any
suit,  action or proceeding  with respect to this  Agreement.  In addition,  the
parties  knowingly,  intentionally and irrevocably  waive, to the fullest extent
permitted  by law, any  objection to the laying of venue of any suit,  action or
proceeding  relating to this  Agreement,  or any  judgment  entered by any court
brought  in the State of New York,  Kings  County.  The  parties  knowingly  and
intentionally waive any claim that any suit, action or proceeding brought in the
State of New York, Kings County,  has been brought in an inconvenient  forum. IN
ADDITION, THE PARTIES WAIVE ALL RIGHTS TO


                                       20
<PAGE>

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

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
by their duly authorized representative, the day and year first set forth above.

                                      HOSPITAL:

                                      WYCKOFF HEIGHTS MEDICAL CENTER,
                                      a New York not-for-profit corporation



                                      By:   __________________________________
                                            Dominic Gio
                                            Division Administrator


                                      SHERIDAN:

                                      SHERIDAN MEDICAL HEALTHCORP, P.C.,
                                      a New York professional corporation



                                       By:   __________________________________
                                             Gilbert Drozdow, M.D.
                                             President