AMENDMENT AGREEMENT NO. 1
               TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT

         This  AMENDMENT  AGREEMENT  NO. 1 TO THE SECOND  AMENDED  AND  RESTATED
CREDIT AGREEMENT (the "Amendment Agreement"),  dated as of September 23, 1998 is
made by and among SHERIDAN  HEALTHCARE,  INC., a Delaware corporation having its
principal place of business in Hollywood, Florida (the "Borrower"), NATIONSBANK,
NATIONAL  ASSOCIATION,  a national  banking  association  organized and existing
under the laws of the  United  States,  as  Lender,  and  NATIONSBANK,  NATIONAL
ASSOCIATION,  in its  capacity as agent for the Lenders (in such  capacity,  the
"Agent"). Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Credit Agreement (as defined below).

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Agent and the Lenders have entered into that
certain Second Amended and Restated Credit  Agreement dated as of April 30, 1998
( the "Credit Agreement"); and

         WHEREAS,  the  Borrower  has  requested  that the Agent and the Lenders
amend the Credit Agreement; and

         WHEREAS,  upon the terms and conditions contained herein, the Agent and
the Lenders are willing to amend the Credit Agreement;

         NOW, THEREFORE,  in consideration of the premises and conditions herein
set forth, it is hereby agreed as follows:

         1. Credit Agreement  Amendment.  Subject to the conditions  hereof, the
Credit Agreement is hereby amended, effective as of the date hereof as follows:

         (a)  Section  7.11 is hereby  amended by  deleting  the  proviso in the
second sentence thereof.

         (b)  Section   9.5(d)  is  hereby   amended  by  deleting   the  figure
"$2,000,000" and placing in lieu thereof the figure "$10,000,000".

         (c) Section 9.9(d) is hereby amended in its entirety so that as amended
it shall read as follows:
                  

         "(d) the  Borrower may  purchase  during the term of this  Agreement an
         aggregate  of up to  $10,000,000  of its own  stock so long as (i) such
         repurchased stock is immediately retired and not held in treasury stock
         and (ii) the Consolidated Leverage Ratio shall be not more than 2.75 to
         1.00  immediately  prior to such purchase and immediately  after giving
         effect to such purchase on a pro forma basis."

<PAGE>


         2. REPRESENTATIONS AND WARRANTIES. In order to induce the Agent and the
Lenders to enter into this Amendment  Agreement,  the Borrower hereby represents
and warrants that the Credit  Agreement has been re-examined by the Borrower and
that  except as  disclosed  by the  Borrower in writing to the Lenders as of the
date hereof except:

               (a) The  representations  and warranties  made by the Borrower in
         Article VII  thereof are true on and as of the date hereof  except that
         the financial statements referred to in Section 7.6 shall be those most
         recently furnished to the Agent pursuant to Section 8.1;

               (b) There has been no material  adverse  change in the condition,
         financial or otherwise,  of the Borrower and its Subsidiaries since the
         date of the most recent financial reports of the Borrower  delivered to
         the Agent under Section 8.1 thereof, other than changes in the ordinary
         course of business, none of which has been a material adverse change;

               (c)  The  business  and   properties  of  the  Borrower  and  its
         Subsidiaries  are not, and since the date of the most recent  financial
         reports  of the  Borrower  delivered  to the Agent  under  Section  8.1
         thereof,  have not been,  adversely  affected in any substantial way as
         the  result  of any  fire,  explosion,  earthquake,  accident,  strike,
         lockout,  combination of workers,  flood, embargo,  riot, activities of
         armed forces,  war or acts of God or the public enemy,  or cancellation
         or loss of any major contracts; and

               (d) After giving effect to this Amendment Agreement, no condition
         exists which,  upon the  effectiveness  of the  amendment  contemplated
         hereby,  would  constitute a Default or an Event of Default on the part
         of the  Borrower  under  the  Credit  Agreement  or the  Notes,  either
         immediately or with the lapse of time or the giving of notice, or both.

         3. CONDITIONS PRECEDENT.  The effectiveness of this Amendment Agreement
is subject to the receipt by the Agent of the following:

               (a) eight counterparts of this Amendment  Agreement duly executed
         by all signatories hereto; and

               (b)  copies  of  all  additional   agreements,   instruments  and
         documents which the Agent may reasonably request, such documents,  when
         appropriate,  to be certified by appropriate governmental  authorities;
         and

               (c) receipt of payment by the Agent for all its reasonable  costs
         and expenses  incurred in connection with the preparation,  negotiation
         and execution of this Amendment Agreement, including without limitation
         the  reasonable  fees and  disbursements  of counsel to the Agent.


                                       2
<PAGE>

All  proceedings  of the  Borrower  relating to the matters  provided for herein
shall be satisfactory to the Lenders, the Agent and their counsel.

         4. Entire  Agreement.  This  Amendment  Agreement sets forth the entire
understanding  and  agreement  of the parties  hereto in relation to the subject
matter hereof and supersedes  any prior  negotiations  and agreements  among the
parties relative to such subject matter. No promise,  condition,  representation
or  warranty,  express or  implied,  not  herein set forth  shall bind any party
hereto,  and no  one  of  them  has  relied  on  any  such  promise,  condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment  Agreement  otherwise expressly stated, no representations,
warranties or  commitments,  express or implied,  have been made by any party to
the other.  None of the terms or conditions of this  Amendment  Agreement may be
changed,  modified,  waived or canceled orally or otherwise,  except by writing,
signed by all the parties hereto, specifying such change,  modification,  waiver
or cancellation of such terms or conditions,  or of any proceeding or succeeding
breach thereof.

         6. Full Force and Effect of  Agreement.  Except as hereby  specifically
amended,  modified  or  supplemented,  the Credit  Agreement  and all other Loan
Documents are hereby  confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.

         7. Counterparts. This Amendment Agreement may be executed in any number
of counterparts,  each of which shall be deemed an original as against any party
whose signature appears thereon,  and all of which shall together constitute one
and the same instrument.

         8.  GOVERNING LAW. THIS  AMENDMENT  AGREEMENT  SHALL IN ALL RESPECTS BE
GOVERNED BY THE LAW OF THE STATE OF  FLORIDA,  WITHOUT  REGARD TO ANY  OTHERWISE
APPLICABLE  PRINCIPLES OF CONFLICT OF LAWS.  THE BORROWER  HEREBY (i) SUBMITS TO
THE  JURISDICTION  AND VENUE OF THE STATE AND FEDERAL  COURTS OF FLORIDA FOR THE
PURPOSES  OF  RESOLVING  DISPUTES  HEREUNDER  OR  UNDER  ANY OF THE  OTHER  LOAN
DOCUMENTS TO WHICH IT IS A PARTY OR FOR PURPOSES OF  COLLECTION  AND (ii) WAIVES
TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION.

         9.  Enforceability.  Should any one or more of the  provisions  of this
Amendment  Agreement be determined to be illegal or  unenforceable  as to one or
more of the parties  hereto,  all other  provisions  nevertheless  shall  remain
effective and binding on the parties hereto.

         10. Credit  Agreement.  All  references in any of the Loan Documents to
the Credit  Agreement  shall mean and  include the Credit  Agreement  as amended
hereby.

         11. Successors and Assigns.  This Amendment  Agreement shall be binding
upon and inure to the benefit of each of the  Borrower,  the Lenders,  the Agent
and their respective successors,  assigns and legal  representatives;  provided,
however,  that the Borrower,  without the prior consent of the Lenders,  may not
assign any rights, powers, duties or obligations hereunder.


                                       3
<PAGE>



         IN WITNESS  WHEREOF,  the parties  hereto  have  caused this  Amendment
Agreement to be duly executed by their duly authorized  officers,  all as of the
day and year first above written.


                                            SHERIDAN HEALTHCARE, INC.


                                            By:
                                                --------------------------------
                                            Name:      Mitchell Eisenberg
                                            Title:     President

                                            NATIONSBANK, NATIONAL ASSOCIATION,
                                            as Agent and Lender


                                            By:
                                               ---------------------------------
                                            Name:      Michael S. Sylvester
                                            Title:   Vice President


                                            COOPERATIEVE CENTRALE RAIFFEISEN -
                                            BOERENLEENBANK B.A. "RABOBANK
                                            NEDERLAND", NEW YORK BRANCH


                                            By:
                                               ---------------------------------
                                            Name:      Dana W. Hemenway
                                            Title:     Vice President


                                            By:
                                               ---------------------------------
                                            Name:      Barbara A. Hyland
                                            Title:     Vice President

                                            FIRST UNION NATIONAL BANK


                                            By:
                                               ---------------------------------
                                            Name:      Valerie A. Cline
                                            Title:     Director

                             Signature Page 1 of 2
<PAGE>

                                            SUNTRUST BANK, CENTRAL FLORIDA, N.A.


                                            By:
                                               ---------------------------------
                                            Name:      Ronald K. Rueve
                                            Title:     Vice President

                                            BANKBOSTON, N.A.


                                            By:
                                               ---------------------------------
                                            Name:      Walter J. Marullo
                                            Title:     Vice President

                                            LASALLE NATIONAL BANK


                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:

                                            UNION BANK OF CALIFORNIA, N.A.


                                            By:
                                               ---------------------------------
                                            Name:      Jennifer L. Banks
                                            Title:     Vice President







<PAGE>