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                                                                 Exhibit 10.25
                                                                 -------------
                         BAIN CAPITAL PARTNERS V, L.P.
                          TWO COPLEY PLACE, 7TH FLOOR
                          BOSTON, MASSACHUSETTS  02116


                                    April 18, 1997


Physicians Quality Care, Inc.
950 Winter Street, Suite 2410
Waltham, Massachusetts  02154

     Re:  Amendment No. 1 to Management Agreement (the "Amendment")
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Ladies and Gentlemen:

     Bain Capital Partners V, L.P. ("Bain") and Physicians Quality Care, Inc.
(the "Company") hereby agree as follows:

     1.  REFERENCE TO MANAGEMENT AGREEMENT.  Reference is made to the Management
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Agreement (the "Agreement") dated August 30, 1996 between Bain and the Company.
Terms defined in the Agreement and not otherwise defined herein are used herein
with the meanings so defined.

     2.  AMENDMENTS TO AGREEMENT.  The Company and Bain agree that, effective as
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of the date hereof, Section 2(a) of the Agreement is amended and restated in its
entirety as follows:

          "a.  during the Term, pay to Bain (or an affiliate of Bain designated
               by it) a management fee of $750,000 per annum in exchange for the
               services provided to the Company by Bain, as more fully described
               in Section 1 of this Agreement, such fee being payable by the
               Company quarterly in advance, the first such payment to be made
               at the closing of the first Equity Investment; provided, however,
               that with the consent of Bain, the Company may accrue $250,000 of
               such management fee per annum until the earlier of (i) five
               business days following notification by Bain to the Company to
               make such payment, or (ii) 30 days prior to an initial public
               offering of the Company's capital stock; and"

     3.  MISCELLANEOUS.  Except to the extent specifically amended hereby, the
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provisions of the Agreement shall remain unmodified and the Agreement as amended
hereby is hereby confirmed as being in full force and effect.  This Amendment
may be executed in counterparts which together shall constitute one instrument
and shall be deemed by a contract
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made under and laws of The Commonwealth of Massachusetts and shall be construed
under and governed by the laws of such Commonwealth and shall bind and inure to
the benefit of the parties hereto and their respective successors and assigns.

     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf as an instrument under seal as of the date first above
written by its officer or representative thereunto duly authorized.


THE COMPANY:                  PHYSICIANS QUALITY CARE, INC.



                              By:  s/s Jerilyn P. Asher
                                   -------------------------------------
                                   Title:


BAIN:                         BAIN CAPITAL PARTNERS V, L.P.

                              By:  Bain Capital Investors V, Inc.,
                                   Its general partner


                              By:   /s/ Stephen G. Pagliuca
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                                    Title:

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