Exhibit 10.8

                           SECTION 1307 LOAN AGREEMENT

      THIS  AGREEMENT,  made and  entered  into as of the 18th day of  December,
1997,  by and  between  CATHOLIC  HEALTHCARE  NETWORK OF LONG  ISLAND,  INC.,  a
corporation  duly created,  organized,  and existing  under and by virtue of the
Laws of the State of New York and having its  principal  office at c/o  Catholic
Health Services of Long Island, One Huntington Quadrangle, Suite 4C04, Melville,
New York 11747 (hereinafter referred to as "Lender"), and MDNY HEALTHCARE, INC.,
a corporation duly created,  organized,  and existing under and by virtue of the
Laws of the State of New York and having its principal  office at One Huntington
Quadrangle,  Suite 4C01,  Melville,  New York 11747 (hereinafter  referred to as
"Borrower").

                              W I T N E S S E T H:

      WHEREAS,  Borrower desires to borrow the sum of $1.4 million and Lender is
willing to lend said sum to Borrower upon the terms,  provisions  and conditions
hereinafter set forth; and

      WHEREAS,  the  Insurance  Law  of the  Stale  of New  York,  Section  1307
(Contingent liability for borrowings) provides that a domestic insurer or health
maintenance  organization may, without pledging any of its assets,  borrow funds
pursuant  to said  Section  1307  upon the  approval  of the  Superintendent  of
Insurance of the State of New York.

      NOW  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration,  and intending to be legally  bound hereby.  Lender and
Borrower agree as follows:

      1. Upon approval of this Agreement by the  Superintendent  of Insurance of
the State of New York,  pursuant to Section 1307 of the New York  Insurance Law,
Lender  agrees to lend to Borrower,  and Borrower  agrees to borrow from Lender,
the sum of ONE MILLION FOUR HUNDRED  THOUSAND  AND 00/100  DOLLARS  ($1,400,000)
(the "Loan"). Upon receipt of such approval.  Lender shall promptly disburse the
full amount of the Loan to Borrower in good and immediately available funds.

<PAGE>

      2.  Interest  shall  accrue on the  principal  amount of the Loon at a per
annum  rate  equal to the Prime  Rate;(as  defined  below in this  Section 2) in
effect on the date hereof, adjusted as of each Interest Payment Date (as defined
below in Section 3), until the Loan has been repaid in full.  "Prime Rate" means
the rate of interest publicly announced by Citibank N.A., New York, New York, or
any successor to such bank, as its prime rate from time to time. Notwithstanding
the  foregoing,  the per annum  rate of  interest  on the Loan  shall at no time
exceed that rate then  permitted  pursuant to the provisions of Section 5-501 of
the General  Obligations  Law of the State of New York and as further defined in
Section 14-a of the Regulations of the Department of Banking of the State of New
York, as amended.

      3. Accrued  interest on the principal  amount of the Loan shall he due and
payable to Lender on the first day of each calendar quarter, commencing with the
calendar quarter  beginning on April 1, 1998 (each, an "Interest Payment Date"),
and the principal  amount of the Loan shall be repaid to Lender in a lump sum on
January  1,1999;  provided,  however,  that in no event shall any  principal  or
interest  payment in respect of the Loan be made except in  accordance  with the
provisions of Sections 4 and 6 hereof; and provided, further, that no default in
respect of the Loan shall have  occurred  or be deemed to have  occurred  if any
principal  or interest  payment  that would  otherwise be due and payable is not
made by reason of the provisions of Sections 4 and 6 hereof.

      4. Notwithstanding anything to the contrary contained herein, repayment of
the  principal  of, and payment of accrued  interest  on, the Loan shall only be
made out of free and  divisible  surplus of the Borrower and all such amounts to
be paid or repaid will be subject to the prior approval of the Superintendent of
Insurance of the State of New York.

      5. The Loan made pursuant to this  Agreement  shall not form a part of the
Borrower's legal liabilities and shall not be a basis of any setoff,  but. until
repaid,  all statements  published or filed with the Superintendent of Insurance
of the State of New York by Borrower  shall  show,  as a footnote  thereto,  the
amount thereof then remaining unpaid.

      6. In the  event of the  liquidation  of the  Borrower,  repayment  of any
outstanding  principal balance of the Loan and payment of any accrued and unpaid
interest then due and owing shall be paid to Lender out of any assets  remaining
after the payment of all policy


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<PAGE>

obligations and all other liabilities of the Borrower but before distribution of
assets to shareholders.

      7. All payments of principal  and interest  payable by Borrower in respect
of the Loan  shall be made to  Lender  at its  offices  at c/o  Catholic  Health
Services of Long Island, One Huntington  Quadrangle,  Suite 4C04, Melville,  New
York 11747,  Attention:  Chief  Financial  Officer - Terry Daly (or as otherwise
directed by Lender in writing).  All interest  payments shall be computed on the
basis of a year of 365 days, in each case for the actual days elapsed (including
the first day but  excluding  the last)  occurring  in the period for which such
interest is payable.  All  payments in respect of the Loan shall be made in such
coin or currency of the United  States as at the time of payment  shall be legal
tender for the payment of public and private debts.

      8. This  Agreement,  and all of the covenants and  conditions  hereinabove
contained, shall be binding upon and inure to the benefit of Lender and Borrower
and their respective  successors or assigns, and on request of Lender,  Borrower
shall furnish to Lender such note, loan  certificate,  or other evidence of this
indebtedness, as Lender may request.

      9.  This  Agreement,  and  the  rights  and  obligations  of  the  parties
hereunder,  shall  be  construed  in  accordance  with,  and  governed  by,  the
provisions of Section 1307 of the New York Insurance Law.


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<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused these presents to be
executed by their proper  corporate  officers as of the day and year first above
written.

BORROWER:

ATTEST:

/s/                                    By: /s/
________________________________           ________________________________
    Secretary                                  President

LENDER:

ATTEST:

/s/                                    By: /s/
________________________________           ________________________________
    Sr. Vice President                         President


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