INVESTMENT AND STOCKHOLDERS' AGREEMENT

     THIS INVESTMENT AND STOCKHOLDERS' AGREEMENT (the "Agreement") is made as of
November 3, 1997, by and among Sheridan Healthcare, Inc., a Delaware corporation
("Sheridan"), and the individuals who are identified as Stockholders on Schedule
A attached to this Agreement (the "Stockholders").

                             PRELIMINARY STATEMENTS
                             ----------------------

     Reference is made to the: (i) Asset Purchase  Agreement (the "APA"),  dated
as of November 3, 1997, by and among  Sheridan  Healthcorp,  Inc.,  Frederick N.
Herman,  M.D., Inc. (the "Company"),  and the Stockholders;  (ii) the Management
Services Agreement,  dated as of November 3, 1997 by and among the Company,  the
Stockholders,  and  Sheridan  Healthcorp,  Inc.;  (iii) each of the  Restrictive
Covenant  Agreements,  dated as of  November  3,  1997 by and  between  Sheridan
Healthcorp,  Inc.  and  each  of the  Stockholders;  (iv)  the  Purchase  Option
Agreement,  dated as of November 3, 1997 by and among Sheridan,  the Company and
the Stockholders;  and (v) each of the Physician Employment Agreements, dated as
of November 3, 1997 by and between  Sheridan  Healthcorp,  Inc.  and each of the
Stockholders (collectively, the "Acquisition Agreements"). Capitalized terms not
defined in this Agreement  shall have the meanings given them in the Acquisition
Agreements.

     The  parties  to this  Agreement  desire  to set  forth  the terms of their
interest in the securities of Sheridan.

     In  consideration  of the foregoing and the mutual covenants and agreements
contained in this Agreement, the parties to this Agreement agree as follows:

ARTICLE I ACQUISITION OF SECURITIES
--------- -------------------------

     Section 1. Acquisition of Sheridan Common Stock by  Stockholders.  Pursuant
to the Purchase Option  Agreement,  each Stockholder has been issued by Sheridan
the  respective  number of shares of  Sheridan  Common  Stock (as defined in the
Purchase Option  Agreement),  set forth opposite the name of that Stockholder on
Schedule A to this Agreement.

ARTICLE II  THE CLOSING
----------  -----------

     Section 1. Closing.  The delivery and  acceptance of the shares of Sheridan
Common  Stock being  acquired by the  Stockholders  pursuant to the  Acquisition
Agreements (the "Closing  Shares"),  shall take place at the offices of Sheridan
concurrently   with  the  Closing  of  the  transactions   contemplated  by  the
Acquisition  Agreements  or at a  later  date as  agreed  to in  writing  by the
parties, subject to satisfaction or waiver of all of the conditions set forth in
the  Acquisition  Agreements  and in this  Agreement.  For the  purposes of this
Agreement,  the term  "Closing  Shares"  shall mean:  (a) any shares of Sheridan
Common Stock issued at Closing or at a later date as agreed to in writing by the
parties,  pursuant to the  Acquisition  Agreements;  and, (b) any  securities of

<PAGE>

Sheridan  issued or  issuable  with  respect to any of the shares  described  in
clause (a) above by way of a stock dividend or stock split or in connection with
a  combination  of  shares,  recapitalization,  merger,  consolidation  or other
reorganization  (it being  understood  that for  purposes of this  Agreement,  a
person will be deemed to be a holder of Closing Shares  whenever that person has
the right to then acquire or obtain from Sheridan any Closing Shares, whether or
not that acquisition has actually been effected).

ARTICLE III  RESTRICTIONS ON TRANSFER
-----------  ------------------------

     Section 1.     Restrictions on Transfer of Closing Shares.
     ----------     -------------------------------------------

          (a) Each  Stockholder  agrees not to offer,  transfer,  donate,  sell,
assign, pledge, hypothecate or otherwise dispose of (collectively "Transfer" and
the result of any of these actions is a "Transfer")  any Closing Shares or other
rights in respect to those Closing Shares or rights  pursuant to this Agreement,
whether occurring  voluntarily or involuntarily,  directly or indirectly,  or by
operation of law or otherwise,  except that a Stockholder  may Transfer  Closing
Shares in accordance with the provisions of Article III, Section 1(b).

          (b)  Notwithstanding   anything  in  this  Agreement,   the  following
transactions  shall be exempt from the  prohibition on Transfers in Section 1 of
this Article III:

          (i)   Transfers  between a Stockholder  and   the trustees  of a trust
revocable by that  Stockholder  alone and the sole  beneficiary of which is that
Stockholder;

          (ii) Transfers by gift by a Stockholder to that  Stockholder's  spouse
or issue or to the  trustees or a trust for the  benefit of that  spouse  and/or
issue;

          (iii)     Transfers between a Stockholder and that Stockholder's
guardian or conservator;

          (iv) Transfers upon the death of a Stockholder by will, intestacy laws
or the laws of  survivorship  to that  Stockholder's  personal  representatives,
heirs or legatees;

          (v) Transfers by a Stockholder  pursuant to an effective  registration
statement filed under the Securities Act; and

          (vi)  Transfers  by a  Stockholder  pursuant  to Rule  144  under  the
Securities Act.

                                       2
<PAGE>

     provided,  however,  that,  except  in the case of  Transfers  pursuant  to
Article III, Section 1(b)(v) and 1(b)(vi),  the transferee agrees in writing for
the benefit of the other  Stockholders  and  Sheridan,  as a  condition  to that
Transfer,  to be bound by all of the  provisions  of this  Agreement to the same
extent as was the transferor prior to that Transfer; and provided, further, that
any of these transferees shall take all Closing Shares and rights so transferred
subject to all the  provisions of this  Agreement as if those Closing  Shares or
rights were still held by the Stockholder who made the Transfer. If any Transfer
is effected in  accordance  with the  provisions  of this Article  III,  Section
1(b)(i),  (ii),  (iii) or (iv),  then the  transferee  shall be referred to as a
"Permitted  Transferee," and for all purposes of this Agreement unless expressly
indicated to the  contrary,  the  Permitted  Transferee  shall be deemed to be a
"Stockholder,"  but only to the extent that the transferor  was included  within
that definition prior to the transfer.

          (c) If any Transfer by a Stockholder is made or attempted  contrary to
the  provisions of this  Agreement,  that  purported  Transfer  shall be void ab
initio;  Sheridan and the other Stockholders (and their transferees) shall have,
in addition to any other legal or equitable  remedies  which they may have,  the
right to enforce  the  provisions  of this  Agreement  by actions  for  specific
performance (to the extent  permitted by law); and Sheridan shall have the right
to refuse to recognize any Transferee of a Stockholder  pursuant to any Transfer
that is made or attempted contrary to the provisions of this Agreement as one of
its stockholders for any purpose.

ARTICLE IV   REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
----------   --------------------------------------------------

     By execution of a counterpart  of this  Agreement,  any  Stockholder at the
time of that  execution  makes the following  representations  and warranties to
Sheridan, these representations and warranties being made in connection with the
issuance of the Closing Shares:

1. This Agreement is made in reliance on each  Stockholder's  representations to
Sheridan that all Closing Shares acquired by that  Stockholder  will be acquired
for investment for that  Stockholder's  own account,  not as a nominee or agent,
and  not  with  a view  toward  distribution  of  any  part  thereof,  and  that
Stockholder has, except as otherwise contemplated in the Acquisition Agreements,
no  present  intention  of  selling,  granting  participation  in, or  otherwise
distributing those Closing Shares.

     2.  Each  Stockholder  understands  that  the  Closing  Shares  will not be
registered under the Securities Act, on the ground that the sale and issuance of
the same are exempt from registration  under Section 4(2) of the Securities Act,
and  that   Sheridan's   reliance  on  that   exemption  is  predicated  on  the
representations of each Stockholder set forth in this Agreement.

     3. Each  Stockholder  understands  that the Closing Shares may not be sold,
transferred or otherwise  disposed of without  registration under the Securities
Act  or an  exemption  therefrom,  and  that  in  the  absence  of an  effective
registration  statement  covering the Closing  Shares or an available  exemption
from  registration  under the  Securities  Act, the Closing  Shares must be held

                                       3
<PAGE>

indefinitely.  Each Stockholder agrees that, in addition to any other applicable
limitations  on the transfer of the Closing  Shares,  in no event will it make a
transfer,  pledge or other  disposition  of any of the Closing Shares other than
pursuant to an effective registration statement under the Securities Act, unless
and until:  (i) that  Stockholder  shall have notified  Sheridan of the proposed
disposition   and  shall  have   furnished   to  Sheridan  a  statement  of  the
circumstances  surrounding  the  disposition;  and,  (ii) at the  expense of the
Stockholder or its transferee, it shall have furnished to Sheridan an opinion of
counsel  reasonably  satisfactory to Sheridan and its counsel to the effect that
the  proposed  transfer,  pledge  or  other  disposition  may  be  made  without
registration under the Securities Act.

     4. Each  Stockholder:  (i) by reason of his or her business  and  financial
experience,  has that knowledge,  sophistication  and experience in business and
financial  matters as to be capable of evaluating the merits and risks of his or
her  investment in the Closing  Shares;  and, (ii) believes his or her financial
condition  and  investments  enable  him or her to bear the  economic  risk of a
complete loss of the Closing Shares. Each Stockholder has consulted with its own
advisers with respect to their proposed investment in Sheridan. Each Stockholder
has had the opportunity to ask questions and to receive  answers  concerning the
financial  condition,  operations  and  prospects  of Sheridan and the terms and
conditions of the Stockholder's investment, as well as the opportunity to obtain
any  additional  information  necessary  to verify the  accuracy of  information
furnished in connection therewith that Sheridan possesses or can acquire without
unreasonable effort or expense. In addition,  the Stockholder  acknowledges that
he or she has received  prior to the  execution of this  Agreement the following
documentation:  (i) a prospectus for Sheridan, dated as of October 31, 1995 (ii)
annual  reports  for 1995 and  1996;  (iii)  10Ks for 1995 and 1996;  and,  (iv)
Sheridan's Form 10-Q for the time period ended June 30, 1997.  Each  Stockholder
has carefully  reviewed that documentation and has had the opportunity to review
that documentation with his or her own advisers and Sheridan.

5. Each Stockholder is an individual who either (i) has an individual net worth,
or joint net worth with that  Stockholder's  spouse as of the date hereof  which
exceeds One Million Dollars ($1,000,000.00); or (ii) has had income in excess of
Two Hundred  Thousand  Dollars  ($200,000.00) in each of the two (2) most recent
years or joint income with that Stockholder's  spouse in excess of Three Hundred
Thousand  Dollars  ($300,000.00)  in each of those  years  and has a  reasonable
expectation of reaching the same income level in the current year.

     6.  Each  Stockholder's  legal  domicile  for  purposes  of the  applicable
securities  laws is as set  forth  on  Schedule  A  attached  to this  Agreement
executed by that Stockholder.

     7.  This  Agreement  and each  agreement,  instrument  and  document  to be
executed and delivered by each  Stockholder  pursuant to or as  contemplated  by
this Agreement  constitute,  or when executed and delivered by that  Stockholder
will constitute,  valid and binding obligations of that Stockholder  enforceable
in accordance with their respective terms.


                                       4
<PAGE>

     8. The  execution,  delivery and  performance  by each  Stockholder of this
Agreement and each agreement, document and instrument:

(a) do not and will not violate  any laws,  rules or  regulations  of the United
States or any state or other  jurisdiction  applicable to that  Stockholder,  or
require that  Stockholder  to obtain any  approval,  consent or waiver of, or to
make any filing with, any person that has not been obtained or made; and

(b) do not and will not  result in a breach  of,  constitute  a  default  under,
accelerate  any  obligation  under or give rise to a right of termination of any
indenture  or loan  agreement  or any  other  agreement,  contract,  instrument,
mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction,
decree,  determination or arbitration award to which that Stockholder is a party
or by which the property of that Stockholder is bound or affected,  or result in
the creation or imposition of any mortgage,  pledge,  lien, security interest or
other  charge  or  encumbrance  on any of  the  assets  or  properties  of  that
Stockholder.

ARTICLE V  OBLIGATIONS OF SHERIDAN
---------  -----------------------

     Section  1.  Rule  144  Requirements.  Sheridan,  which is  subject  to the
reporting  requirements of Section 13 of the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  will use its  best  efforts  to file  with the
Commission  all  information  as is specified  under that Section for so long as
there are holders of Closing Shares;  and Sheridan shall use its best efforts to
take  all  action  as  may  be  required  by an  issuer  as a  condition  to the
availability  of Rule 144 under the Securities Act (or any comparable  successor
rules).  Sheridan  shall furnish to any holder of Closing  Shares upon request a
written  statement  executed  by Sheridan as to the steps it has taken to comply
with the current public  information  requirement of Rule 144 (or any comparable
successor rules).  Sheridan,  subject to the limitations on transfers imposed by
this Agreement,  shall use its best efforts to facilitate and expedite transfers
of Closing Shares  pursuant to Rule 144 under the Securities  Act, which efforts
shall include  timely notice to its transfer  agent to expedite any transfers of
Closing  Shares.  The  provisions  of this  Section 1, as they relate to certain
Closing Shares,  subject to Rule 144, shall terminate and be of no further force
and effect as of November 3, 1999.

ARTICLE VI  MISCELLANEOUS PROVISIONS
----------  ------------------------

     Section 1. Survival of  Representations  and Warranties.  The  Stockholders
agree that each representation, warranty, covenant and agreement made by them in
this Agreement or in any  certificate,  instrument or other  document  delivered
pursuant to this Agreement is material, shall be deemed to have been relied upon
by Sheridan,  shall remain operative and in full force and effect after the date
of  this  Agreement  regardless  of  any  investigation  or  the  acceptance  of
securities hereunder and payment therefor.

                                       5
<PAGE>

     This Agreement  shall not be construed so as to confer any right or benefit
upon any Person other than the parties to this  Agreement  and their  respective
successors and permitted assigns.

     Section 2. Legend on Securities.  Sheridan and the Stockholders acknowledge
and  agree  that  substantially  the  following  legend  shall  be typed on each
certificate  evidencing  any of the  securities  issued  under  the  Acquisition
Agreements or held at any time by the Stockholders (and their transferees):

     THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  AND MAY NOT BE OFFERED,  SOLD,
TRANSFERRED,  HYPOTHECATED  OR  OTHERWISE  ASSIGNED  EXCEPT  PURSUANT  TO: (1) A
REGISTRATION STATEMENT WITH RESPECT TO THESE SECURITIES WHICH IS EFFECTIVE UNDER
THAT ACT;  OR,  (2) AN  AVAILABLE  EXEMPTION  FROM  REGISTRATION  UNDER THAT ACT
RELATING TO THE DISPOSITION OF SECURITIES.  THESE SECURITIES ARE ALSO SUBJECT TO
THE PROVISIONS OF A CERTAIN INVESTMENT AND STOCKHOLDERS' AGREEMENT,  DATED AS OF
NOVEMBER 3, 1997,  INCLUDING CERTAIN  RESTRICTIONS ON TRANSFER SET FORTH IN THAT
AGREEMENT.  A COMPLETE  AND CORRECT  COPY OF THAT  AGREEMENT  IS  AVAILABLE  FOR
INSPECTION  AT THE  PRINCIPAL  OFFICE OF  SHERIDAN  AND WILL BE  FURNISHED  UPON
WRITTEN REQUEST AND WITHOUT CHARGE.

     SHERIDAN IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. SHERIDAN WILL
FURNISH TO EACH STOCKHOLDER WHO SO REQUESTS A COPY OF THE POWERS,  DESIGNATIONS,
PREFERENCES AND RELATIVE RIGHTS AND LIMITATIONS OF EACH   OUTSTANDING   CLASS OF
STOCK OF SHERIDAN.

     Section 3. Amendment and Waiver.  Any party may waive any provision of this
Agreement intended for its benefit in writing.  Except as specifically set forth
in this Agreement to the contrary,  no failure or delay on the part of any party
to this Agreement in exercising any right,  power or remedy under this Agreement
shall operate as a waiver. The remedies in this Agreement are cumulative and are
not  exclusive  of any  remedies  that  may be  available  to any  party to this
Agreement at law or in equity or otherwise.  This  Agreement may be amended with
the prior written consent of all parties.

     Section 4.  Notices.  Whenever any notice,  request,  information  or other
document is required or permitted to be given under this Agreement, that notice,
demand or request shall be in writing and shall be either hand  delivered,  sent
by United  States  certified  mail,  postage  prepaid or delivered via overnight
courier  to the  addresses  below or to any  other  address  that any  party may

                                       6
<PAGE>

specify by notice to the other parties. No party shall be obligated to send more
than one  notice  to each of the  other  parties  and no  notice  of a change of
address shall be effective  until received by the other parties.  A notice shall
be deemed  received  upon hand  delivery,  two days after  posting in the United
States mail or one day after dispatch by overnight courier.

Sheridan:           Sheridan Healthcare, Inc.
                    4651 Sheridan Street, Suite 400
                    Hollywood, Florida  33021
                    Attn:  Mitchell Eisenberg, M.D., President

with a copy to:     Sheridan Healthcare, Inc.
                    4651 Sheridan Street, Suite 400
                    Hollywood, Florida  33021
                    Attn:  Jay A. Martus, Esq., Vice President

To Stockholders:    At the Addresses listed on Schedule A attached to this
                    Agreement

with a copy to:     Berger Davis & Singerman
                    100 N.E. Third Avenue, Suite 400
                    Fort Lauderdale, Florida  33301
                    Attn:  James B. Davis, Esq.
                    Facsimile:  (954) 523-2872

or to any other address of which any party may notify the other parties as
provided above.

     Section 5.     Headings.  The Article and Section headings used or
contained in this Agreement are for convenience of the reference only and
shall not affect the construction of this Agreement.

     Section 6.  Counterparts.  This  Agreement  may be  executed in one or more
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be deemed to be an original  and all of which  together
shall be deemed to constitute one and the same agreement.

     Section 7. Remedies; Severability. It is specifically understood and agreed
that any breach of the  provisions  of this  Agreement by any person  subject to
this Agreement  will result in  irreparable  injury to the other parties to this
Agreement,  that the remedy at law alone will be an  inadequate  remedy for that
breach,  and that,  in addition to any other legal or equitable  remedies  which
they may have,  those  other  parties  may enforce  their  respective  rights by
actions for specific  performance (to the extent  permitted by law) and Sheridan
may refuse to recognize any  unauthorized  transferee as one of its stockholders
for any purpose,  including,  without  limitation,  for purposes of dividend and

                                       7
<PAGE>

voting  rights,  until the  relevant  party or parties  have  complied  with all
applicable  provisions of this  Agreement.  In the event that any one or more of
the provisions  contained in this Agreement,  or the application  thereof in any
circumstances,  is held invalid, illegal or unenforceable in any respect for any
reason,  the validity,  legality and  enforceability  of that provision in every
other respect and of the remaining  provisions contained in this Agreement shall
not be in any way impaired thereby, it being intended that all of the rights and
privileges of the parties to this Agreement  shall be enforceable to the fullest
extent permitted by law.

     Section 8. Entire Agreement. This Agreement is intended by the parties as a
final  expression  of their  agreement and intended to be complete and exclusive
statement of the agreement and understanding of the parties to this Agreement in
respect of the subject matter  contained in this  Agreement and their  agreement
and   understanding.   This  Agreement   supersedes  all  prior  agreements  and
understandings between the parties with respect to that subject matter.

     Section 9.     Adjustments.  All references to share prices and amounts
herein shall be equitably adjusted to reflect stock splits, stock dividends,
recapitalizations and similar changes affecting the capital stock of Sheridan.

     Section 10.     Law Governing.  This Agreement shall be construed and
enforced in accordance with and governed by the laws of the state of Delaware
(without giving effect to principles of conflicts of law).

     Section 11. 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.

     Section 12.     Word Usage.  Words used in the masculine shall apply to
the feminine where applicable, and wherever the context of this Agreement
directs, the plural shall be read as the singular and the singular as the
plural.

     Section 13. Jurisdiction;  Venue; Inconvenient Forum; Jury Trial. ANY SUIT,
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT,  OR ANY JUDGMENT ENTERED BY
ANY COURT IN  RESPECT  TO THIS  AGREEMENT  SHALL BE BROUGHT IN THE COURTS OF THE
STATE OF FLORIDA OR IN THE U.S.  DISTRICT  COURT FOR THE  SOUTHERN  DISTRICT  OF
FLORIDA  IN BROWARD  COUNTY,  AND THE  PARTIES  ACCEPT  THE  EXCLUSIVE  PERSONAL
JURISDICTION OF THOSE COURTS FOR THE PURPOSE OF ANY SUIT,  ACTION OR PROCEEDING.

                                       8
<PAGE>

IN ADDITION, THE PARTIES KNOWINGLY,  INTENTIONALLY AND IRREVOCABLY WAIVE, TO THE
FULLEST EXTENT  PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR LATER HAVE
TO THE  LAYING OF VENUE OF ANY  SUIT,  ACTION OR  PROCEEDING  ARISING  OUT OF OR
RELATING TO THIS AGREEMENT,  OR ANY JUDGMENT ENTERED BY ANY COURT BROUGHT IN THE
STATE OF FLORIDA,  AND FURTHER,  KNOWINGLY,  INTENTIONALLY AND IRREVOCABLY WAIVE
ANY CLAIM THAT ANY SUIT,  ACTION OR  PROCEEDING  BROUGHT IN THE STATE OF FLORIDA
HAS BEEN BROUGHT IN AN INCONVENIENT  FORUM.  EACH PARTY WAIVES ALL RIGHTS TO ANY
TRIAL BY JURY IN ALL LITIGATION RELATING TO OR ARISING OUT OF THIS AGREEMENT.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                             SHERIDAN:

                                             SHERIDAN HEALTHCARE, INC.




                                             By:  ------------------------------
                                                    Jay A. Martus
                                                    Vice President


                                                  STOCKHOLDERS:




                                                  ------------------------------
                                                  Frederick N. Herman, M.D.





                                       9
<PAGE>

                                   SCHEDULE A




                       Name and Address              Consideration Paid
                        of Stockholder               in Sheridan Stock
                       ----------------              ------------------

                   Frederick N. Herman, M.D.             $200,000.00
                   918 West Tropical Way
                   Plantation, Florida  33317