Exhibit 10.14

                                    AGREEMENT

      WHEREAS,  Catholic  Healthcare  Network  of Long  Island,  Inc.  ("CHNLI")
entered  into a certain  Stock  Subscription  and Purchase  Agreement  with Long
Island Physician Holdings Corporation  ("LIPHC"),  dated October 11, 1995, which
agreements set forth certain  understandings  relating to their  agreements with
each other and their respective  relationships and financial obligations to MDNY
Healthcare; and

      WHEREAS,   among  the   provisions  of  these   agreements   were  certain
understandings  related to risk-sharing that affected CHNLI and LIPHC, contained
in section 8.5 of the Stock Subscription and Purchase Agreement; and

      WHEREAS,  the  parties  have  agreed to certain  risk-sharing  obligations
relating specifically to a hospital risk pool, by which Catholic Health Services
of Long Island,  ("CHS"),  an affiliate of CHNLI, would bear certain obligations
for deficits  incurred by said pool and be entitled to receive certain surpluses
generated by such pool.

      BE IT THEREFORE AGREED THAT:

      From on and after January 1, 1999,  CHS shall be liable for the payment of
one third (1/3) of the deficit  that occurs in each year (a "Base  Year") of the
hospital  risk pool (the  "Pool"  relating to MDNY's  Nassau and Suffolk  County
Commercial  Enrollees.  The amount of the foregoing  payment,  if any,  shall be
derived by evaluating  the net financial  position of the Pool three years after
the  termination  of each Base year,  giving credit for any  surpluses,  but not
deducting for any deficits,  which occurred in the intervening  years so that if
any CHS  deficit  exists in the Pool in a Base  Year  which is not cured by CHS'
subsequent  surpluses,  CHS will be  required to pay off the amount of such Base
year  deficit  by the  beginning  of the  fourth  year  thereafter.  (By  way of
illustration,  any CHS liability as the result of the net financial  position of
the Pool in Base Year one will be computed by offsetting such liability  against
the  financial  position  of the  Pool  at the  beginning  of  the  fourth  year
thereafter, giving credit for any surpluses, but not deducting for any deficits,
which  occurred  in years two and three.  Similarly,  any CHS  liability  as the
result  of the net  financial  position  of the  Pool in Base  Year  two will be
computed by offsetting such liability against the financial position of the Pool
in Base Year two will be  computed  by  offsetting  such  liability  against the
financial  position of the Pool at the  beginning of the fifth year  thereafter,
giving credit for any  surpluses,  but not  deducting  for any  deficits,  which
occurred in the years three and four, and so on.)

      IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the day
and date set forth below.

                                    MDNY HEALTHCARE, INC.


Date:                               By:
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                     CATHOLIC HEALTH SERVICES OF LONG ISLAND


Date:    8/13/99           By:  /s/ John F. X. Lovett
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