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                                                                  EXHIBIT 10.33



                         MANAGEMENT SERVICES AGREEMENT

                                 BY AND BETWEEN

                                  EMCARE, INC.

                             A DELAWARE CORPORATION

                                      AND

                             GOULD PHYSICIANS, P.A.

                        A TEXAS PROFESSIONAL ASSOCIATION

                           EFFECTIVE NOVEMBER 1, 1996






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                               TABLE OF CONTENTS

<TABLE>
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<S>        <C>                                                                   <C>
ARTICLE 1.   DEFINITIONS ......................................................  2
           1.1.  Adjustments ..................................................  2
           1.2.  Affiliate ....................................................  2
           1.3.  Agreement ....................................................  2
           1.4.  Business Manager .............................................  2
           1.5.  Business Manager Default .....................................  2
           1.6.  Confidential Information .....................................  2
           1.7.  Covenant Not To Compete. .....................................  2
           1.8.  Effective Date ...............................................  3
           1.9.  Emergency Department Services. ...............................  3
           1.10. GAAP .........................................................  3
           1.11. Governmental Authority .......................................  3
           1.12. Gross Revenue  ...............................................  3
           1.13. Legal Requirements  ..........................................  3
           1.14. Management Fee  ..............................................  3
           1.15. Management Services  .........................................  3
           1.16. Medical Assets  ..............................................  4
           1.17. Medical Contracts ............................................  4
           1.18. Medical Contract Client . ....................................  4
           1.19. Net Revenue  .................................................  4
           1.20. Non-Compete Period . .........................................  4
           1.21. [Office  .....................................................  4
           1.22. Office Expense . .............................................  4
           1.23. Operating Year  ..............................................  4
           1.24. Physician  ...................................................  4
           1.25. Physician Group  .............................................  5
           1.26. Physician Group Account  .....................................  5
           1.27. Physician Group Default  .....................................  5
           1.28. Practice Territory  ..........................................  5
           1.29. Representatives  .............................................  5
           1.30. State  .......................................................  5
           1.31. Term  ........................................................  5
ARTICLE 2.   APPOINTMENT AND AUTHORITY OF BUSINESS MANAGER ....................  5
           2.1.  Appointment. .................................................  5
           2.2.  Authority. ...................................................  5
           2.3.  Patient Referrals. ...........................................  6
           2.4.  Practice of Medicine. ........................................  6
</TABLE>


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<TABLE>
<S>        <C>                                                                   <C>
ARTICLE 3.   COVENANTS AND RESPONSIBILITIES CONCERNING BUSINESS MANAGER          6
           3.1.  [Office. .....................................................  6
                 3.1.1.  Procurement of Office. ...............................  6
                 3.1.2.  Equipment for Office. ................................  6
                 3.1.3.  Repair and Maintenance of Office. ....................  6
           3.2.  Support Services. ............................................  6
           3.3.  Quality Assurance, Risk Management, and Utilization Review. ..  7
           3.4.  Licenses and Permits. ........................................  7
           3.5.  Business Manager Personnel. ..................................  7
           3.6.  Contract Negotiations. .......................................  7
           3.7.  Billing and Collection. ......................................  7
           3.8.  Physician Group Account. .....................................  8
           3.9.  Fiscal Matters. ..............................................  9
                 3.9.1.  Accounting and Financial Records. ....................  9
                 3.9.2.  Sales and Use Taxes. .................................  9
           3.10. Reports and Records . ........................................  9
                 3.10.1.  Medical Records. ....................................  10
                 3.10.2.  Other Reports and Records. ..........................  10
           3.11. Recruitment & Review of Physician Group Physicians . .........  10
           3.12. Confidential and Proprietary Information . ...................  10
                 3.12.1.  Practice Statistics. ................................  11
           3.13. Business Manager's Insurance . ...............................  11
           3.14. Physician Group Insurance . ..................................  11
           3.15. No Warranty . ................................................  12
           3.16. Additional Obligations of Business Manager . .................  12
ARTICLE 4.   COVENANTS AND RESPONSIBILITIES CONCERNING PHYSICIAN GROUP           12
           4.1.  Organization and Operation. ..................................  12
           4.2.  Physician Group Personnel. ...................................  12
                 4.2.1.  Physician Personnel. .................................  12
                 4.2.2.  Non-Physician Health Care Personnel. .................  13
           4.3.  Professional Standards. ......................................  13
           4.4.  Emergency Department Services. ...............................  13
           4.5.  Exclusive Authority of the Physician Group. ..................  13
           4.6.  Peer Review and Quality Assurance. ...........................  14
           4.7.  Physician Group's Insurance. .................................  14
           4.8.  Confidential and Proprietary Information. ....................  14
           4.9.  Non-competition. .............................................  15
                 4.9.1.  Covenant Not to Compete. .............................  15
                 4.9.2.  Passive Investments. .................................  16
                 4.9.3.  Reformation. .........................................  16
                 4.9.4.  Ancillary Agreement. .................................  16
</TABLE>




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<TABLE>
<S>        <C>                                                                   <C>
                 4.9.5.  Extension of Non-Compete Period. .....................  17
ARTICLE 5.   FINANCIAL ARRANGEMENT ............................................  17
           5.1.  Management Fee. ..............................................  17
           5.2.  Year-End Adjustment to Management Fee. .......................  17
           5.3.  Reasonable Value. ............................................  17
           5.4.  Working Capital. .............................................  18
           5.5.  Dispute Regarding Fees. ......................................  18
                 5.5.1.  Good Faith Negotiations. .............................  18
                 5.5.2.  Mediation. ...........................................  18
                 5.5.3.  Arbitration. .........................................  18
           5.6.  Security Interest. ...........................................  18
           5.7.  Default Interest. ............................................  19
ARTICLE 6.   TERM AND TERMINATION .............................................  19
           6.1.  Initial and Renewal Term. ....................................  19
           6.2.  Termination. .................................................  19
                 6.2.1.  Termination By Business Manager for Cause. ...........  19
                 6.2.2.  Termination by Business Manager Without Cause. .......  20
                 6.2.3.  Termination By Physician Group. ......................  20
                 6.2.4.  Termination by Agreement. ............................  20
                 6.2.5.  Legislative, Regulatory or Administrative Change. ....  20
           6.3.  Effects of Termination. ......................................  21
           6.4.  Repurchase Obligation. .......................................  21
                 6.4.1.  Intangible Assets, Deferred Charges, Etc. ............  21
                 6.4.2.  Real Estate. .........................................  21
                 6.4.3.  Office Improvements. .................................  22
                 6.4.4.  Assumption of Debts. .................................  22
                 6.4.5.  Equipment. ...........................................  22
           6.5.  Physician Group Rights. ......................................  22
           6.6.  Closing of Repurchase. .......................................  22
ARTICLE 7.   MISCELLANEOUS ....................................................  23
           7.1.  Physician Group Indemnification. .............................  23
                 7.1.1.  Procedure for Indemnification. .......................  23
           7.2.  Business Manager Indemnification. ............................  23
                 7.2.1.  Procedure for Indemnification. .......................  24
           7.3.  Administrative Services Only. ................................  24
           7.4.  Status of Contractor. ........................................  24
           7.5.  Notices. .....................................................  24
           7.6.  Governing Law. ...............................................  25
           7.7.  Assignment. ..................................................  25
           7.8.  Arbitration. .................................................  25
                 7.8.1.  Arbitrators. .........................................  26
                 7.8.2.  Applicable Rules. ....................................  26
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<TABLE>
<S>        <C>                                                                   <C>
           7.9.  Waiver of Breach. ............................................  27
           7.10. Enforcement . ................................................  27
           7.11. Gender and Number . ..........................................  27
           7.12. Additional Assurances . ......................................  27
           7.13. Consents, Approvals, and Exercise of Discretion . ............  27
           7.14. Force Majeure . ..............................................  27
           7.15. Severability . ...............................................  27
           7.16. Divisions and Headings . .....................................  28
           7.17. Amendments and Agreement Execution . .........................  28
           7.18. Entire Agreement . ...........................................  28
</TABLE>







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                               INDEX OF SCHEDULES


                  SCHEDULE 4.1           ORGANIZATION AND OPERATION






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                         MANAGEMENT SERVICES AGREEMENT

     THIS MANAGEMENT SERVICES AGREEMENT ("Agreement") is made and entered into
effective as of November 1, 1996 (the "Effective Date"), by and between EmCare,
Inc., a Delaware corporation, ("Business Manager"), and Gould Physicians, P.A.,
a Texas professional association ("Physician Group").

                               AGREEMENT RECITALS

     This Agreement is made with reference to the following facts:

     A. Physician Group is a validly existing Texas professional association,
formed for and engaged in the conduct of a medical practice and the provision
of Emergency Department Services through individual physicians who are licensed
to practice medicine in the State of Texas and who are employed or otherwise
retained by Physician Group.

     B. Business Manager is a duly formed and validly existing Delaware
corporation, which is in the business of managing the non-medical aspects of
physician  practices.

     C. Physician Group desires to focus its energies, expertise and time on
the practice of medicine and on the delivery of Emergency Department Services
to patients, and to accomplish this goal it desires to delegate the
increasingly complex business functions of its medical practice to persons with
business expertise.

     D. Physician Group wishes to engage Business Manager to provide such
management, administrative and business services as are necessary and
appropriate for the day-to-day administration of the non-medical aspects of
Physician Group's medical practice in the Practice Territory, and Business
Manager desires to provide such services all upon the terms and conditions
hereinafter set forth.

     E. Physician Group and Business Manager have determined a fair market
value for the services to be rendered by Business Manager, and based on this
fair market value, desire to enter into this Agreement so that each party to
this Agreement may devote its skills and expertise to the appropriate
responsibilities and functions set forth herein.

     F. Business Manager is willing to commit significant resources to
Physician Group based upon execution and delivery of this Agreement by
Physician Group.

     NOW, THEREFORE, in consideration of the mutual terms, covenants and
conditions hereinabove and hereinafter set forth, the parties agree as follows:




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                                    ARTICLE 1.

                                  DEFINITIONS

     For the purposes of this Agreement, the following terms shall have the
meanings ascribed thereto, unless otherwise clearly required by the context in
which such term is used:

     1.1. AFFILIATE shall mean any person or entity that directly or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with another person or entity.  The term "control" shall mean
the ownership or the power to vote twenty-five percent (25%) or more of the
outstanding voting securities or interests of such other person.

     1.2. AGREEMENT shall mean this Agreement by and between Physician Group and
Business Manager and any amendments to this Agreement.

     1.3. BUSINESS MANAGER shall mean EmCare, Inc., a Delaware corporation, or
any entity that succeeds to the interests of EmCare, Inc. and to whom the
obligations of Business Manager are assigned and transferred

     1.4. BUSINESS MANAGER DEFAULT shall have the meaning ascribed to it in
SECTION 6.2.4.
 .

     1.5. CONFIDENTIAL INFORMATION shall mean any information of Business
Manager or Physician Group, as appropriate (whether written or oral), including
all business management or economic studies, patient lists, proprietary forms,
proprietary business or management methods, marketing data, fee schedules, or
trade secrets of the Business Manager or of Physician Group, as applicable,
whether or not such Confidential Information is disclosed or otherwise made
available to one party by the other party pursuant to this Agreement.
Confidential Information shall also include the terms and provisions of this
Agreement and any transaction or document executed by the parties pursuant to
this Agreement. Confidential Information does not include any information that
the receiving party can establish (i) is or becomes generally available to and
known by the public or medical community (other than as a result of an
unpermitted disclosure directly or indirectly by the receiving party or its
Affiliates, advisors, or Representatives); (ii) is or becomes available to the
receiving party on a non-confidential basis from a source other than the
furnishing party or its Affiliates or Representatives, provided that such
source is not and was not bound by a confidentiality agreement with or other
obligation of secrecy to the furnishing party of which the receiving party has
knowledge; or (iii) has already been or is hereafter independently acquired or
developed by the receiving party without violating any confidentiality
agreement with or other obligation of secrecy to the furnishing party.

     1.6. COVENANT NOT TO COMPETE shall mean, with respect to the Physician
Group, the covenants contained in SECTION 4.9 of the Agreement.

     1.7. EFFECTIVE DATE shall mean the date of this Agreement as set forth in
the introductory paragraph of this Agreement.

     1.8. EMERGENCY DEPARTMENT SERVICES shall mean all services required in
connection with the operation of an emergency department of a health care
facility, including but not limited



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to the staffing and scheduling of continuous 24-hour emergency physician
coverage, the establishment of a schedule of usual and customary fees and the
administration of such schedule, the maintenance of medical records that
adequately reflect the quality of care rendered and instructions given to
patients, and maintaining within such emergency department the standards of
professional practice as set forth in the medical staff by-laws, rules, and
regulations of the health care facility and in accordance with the ethical and
professional standards of the Joint Commission on Accreditation of Healthcare
Organizations.

     1.9.  GAAP shall mean generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity or other practices and procedures as may be
approved by a significant segment of the accounting profession, which are
applicable to the circumstances as of the date of the determination. For
purposes of this Agreement, GAAP shall be applied on an accrual basis in a
manner consistent with the historic practices of the person to which the term
applies.

     1.10. GOVERNMENTAL AUTHORITY shall mean the United States, the State, and
any political or other subdivision of any of the foregoing, and any agency,
department, commission, board, bureau, court or instrumentality of any of them
which now or hereafter has jurisdiction over the Business Manager, the
performance of Emergency Department Management Services, the Physician Group or
the performance of Emergency Department Services by the Physician Group.

     1.11. GROSS REVENUE in any respect of any period shall mean all revenues,
receipts and income of the Physician Group during such period, as determined by
GAAP.

     1.12. LEGAL REQUIREMENTS shall mean any law, ordinance, order, rule or
regulation of any Governmental Authority.

     1.13. MANAGEMENT FEE in respect of any period shall mean a certain
percentage of Gross Revenue as determined annually by Business Manager.

     1.14. MANAGEMENT SERVICES shall mean the business, administrative, and
management services to be provided to Physician Group by Business Manager,
including, without limitation, the administration and performance of all
services required under the Medical Contracts (other than the performance of
Emergency Department Services), the provision of supplies, support services,
non-medical personnel, any necessary office space, management, administration,
financial recordkeeping and reporting, and other business office services.

     1.15. MEDICAL ASSETS shall mean Physician Group's right, title and
interest in and to (i) any drugs, pharmaceuticals, products, substances, items
or devices whose purchase, possession, maintenance, administration,
prescription or security requires the authorization or order of a licensed
health care provider or requires a permit, registration, certification or any
other governmental authorization held by a licensed health care provider as
specified under any Legal Requirement, (ii) any records of identity, diagnosis,
evaluation or treatment of patients, (iii) any


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insurance policies covering or relating to medical malpractice, (iv) any
franchises, licenses, permits, certificates, approvals and other governmental
authorizations necessary or desirable to own and operate any of the other
Medical Assets, and (v) any contract or agreement that requires performance by
a licensed health care provider under any Legal Requirement.

     1.16. MEDICAL CONTRACTS shall mean (I) __________________
___________________________ and (ii) any and all other contracts now or
hereafter entered into by Physician Group providing for the provision of
Emergency Department Services and administrative services related thereto, and
any and all amendments, restatements, extensions, substitutions and
modifications of any of the foregoing described agreements.

     1.17. MEDICAL CONTRACT CLIENT shall mean any hospital, clinic, or other
location where Physician Group provides Emergency Department Services pursuant
to a Medical Contract.

     1.18. NON-COMPETE PERIOD.  shall mean the Term of the Agreement and a
period of five (5) years from the date the Agreement is terminated, other than
if terminated by Physician Group for cause.

     1.20. [OFFICE shall mean any office space, clinic, facility, including
satellite facilities, that Business Manager shall own or lease or otherwise
procure for the use of Physician Group.]

     1.20. OFFICE EXPENSE shall mean any and all expenses paid by Business
Manager pursuant to this Agreement (including the Management Fee) in order to
perform the services of Business Manager required under this Agreement, all of
which shall be paid from funds held in the Physician Group Account.

     1.21. OPERATING YEAR shall mean each twelve (12) month period during the
Term commencing on January 1 and ending on December 31, except that the first
Operating Year shall be that period commencing on the Effective Date and ending
on the next succeeding December 31. In the event that this Agreement shall
terminate on a date other than December 31, the last Operating Year hereunder
shall end on the date of termination.

     1.22. PHYSICIAN shall mean each individually licensed physician who is
employed or otherwise retained by or associated with Physician Group, each of
whom shall meet at all times the qualifications described in SECTION 4.2. and
SECTION 4.3..

     1.23. PHYSICIAN GROUP shall mean Gould Physicians, P.A., a Texas
professional association.

     1.24. PHYSICIAN GROUP ACCOUNT shall have the meaning ascribed to it in
SECTION 3.7. of this Agreement.

     1.25. PHYSICIAN GROUP DEFAULT shall have the meaning ascribed to it in
SECTION 6.2.4..

     1.26. REPRESENTATIVES shall mean a party's officers, directors, employees,
or other agents, representatives or advisors.


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     1.27. STATE shall mean the State of Texas.

     1.28. TERM shall mean the initial and any renewal periods of duration of
this Agreement as described in SECTION 6.1..

                                    ARTICLE 2.
                 APPOINTMENT AND AUTHORITY OF BUSINESS MANAGER

     2.1. APPOINTMENT.  Physician Group hereby appoints Business Manager as its
sole and exclusive agent for the management, and administration of the business
functions and business affairs of Physician Group, and Business Manager hereby
accepts such appointment, subject at all times to the provisions of this
Agreement.

     2.2. AUTHORITY.  Consistent with the provisions of this Agreement,
Business Manager shall have the responsibility and commensurate authority to
provide Management Services to Physician Group. Subject to the terms and
conditions of this Agreement, Business Manager is hereby expressly authorized
to provide the Management Services in any reasonable manner Business Manager
deems appropriate to meet the day-to-day requirements of the business functions
of Physician Group. Moreover, Business Manager, acting alone and without the
joinder of Physician Group or any other party, shall have the sole and
exclusive authority to sell, transfer or encumber all or any part of the assets
(other than Medical Assets) of the Physician Group. Subject to the provisions
of this Agreement, Business Manager is also expressly authorized to negotiate
and execute on behalf of Physician Group contracts that do not relate to the
provision of Emergency Department Emergency Department Services. The parties
acknowledge and agree that Physician Group, through its Physicians, shall be
responsible for and shall have complete authority, responsibility, supervision,
and control over the provision of all Emergency Department Services and other
professional health care services performed for patients, and that all
diagnoses, treatments, procedures, and other professional health care services
shall be provided and performed exclusively by or under the supervision of
Physicians. Business Manager shall have and exercise absolutely no control or
supervision over the provision of Emergency Department Services.

     2.3. PATIENT REFERRALS.  Business Manager and Physician Group agree that
the benefits to Physician Group hereunder do not require, are not payment for,
and are not in any way contingent upon the referral, admission, or any other
arrangement for the provision of any item or service offered by Business
Manager to patients of Physician Group in any facility, laboratory, or health
care operation controlled, managed, or operated by Business Manager.

     2.4. PRACTICE OF MEDICINE.  The parties acknowledge that Business Manager
is not authorized or qualified to engage in any activity that may be construed
or deemed to constitute the practice of medicine. To the extent any act or
service herein required by Business Manager should be construed to constitute
the practice of medicine by any Governmental Authority, the requirement to
perform that act or service by Business Manager shall be deemed waived and
unenforceable.


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                                    ARTICLE 3
           COVENANTS AND RESPONSIBILITIES CONCERNING BUSINESS MANAGER

     During the Term, Business Manager shall provide all Management Services as
are necessary and appropriate for the day-to-day administration of the business
aspects of Physician Group's operations, including without limitation those set
forth in this ARTICLE 3. in accordance with all Legal Requirements.

     3.3. [OFFICE.

          3.1.1. PROCUREMENT OF OFFICE.  To the extent deemed necessary and
      appropriate by Business Manager, in its sole discretion, taking into
      consideration the professional concerns of Physician Group, Business
      Manager shall lease, acquire, or otherwise procure an Office in a
      location or locations reasonably acceptable to Physician Group.

          3.1.2. EQUIPMENT FOR OFFICE.  Business Manager shall provide all
      non-medical equipment, fixtures, office supplies, furniture and
      furnishings deemed reasonably necessary by Business Manager for the
      operation of the Office and reasonably necessary for the provision of
      Emergency Department Services.

          3.1.3. REPAIR AND MAINTENANCE OF OFFICE.  Business Manager shall be
      responsible for the repair and maintenance of the Office, consistent with
      Business Manager's responsibilities under the terms of any lease or other
      use arrangement, and for the repair, maintenance, and replacement of all
      equipment other than such repairs, maintenance and replacement
      necessitated by the negligence or willful misconduct of Physician Group,
      its Physicians or other personnel employed by Physician Group.]

     3.2. SUPPORT SERVICES.  Business Manager shall provide or arrange for all
printing, stationery, forms, postage, duplication or photocopying services, and
other support services as are reasonably necessary and appropriate for the
provision of services by Physician Group pursuant to the Medical Contracts.

     3.3. QUALITY ASSURANCE, RISK MANAGEMENT, AND UTILIZATION REVIEW.  Business
Manager shall assist Physician Group and the various hospitals and other
parties to the Medical Contracts in the implementation of procedures to ensure
the consistency, quality, appropriateness, and medical necessity of Emergency
Department Services provided by Physician Group, and shall provide
administrative support for Physician Group's overall quality assurance, risk
management, and utilization review programs.  Business Manager shall perform
these tasks in a manner to ensure the confidentiality and non-discoverability
of these program actions to the fullest extent allowable under state and
federal law.

     3.4.LICENSES AND PERMITS.  Business Manager shall, on behalf of and in the
name of Physician Group, apply for and use reasonable efforts to obtain and
maintain all licenses and regulatory permits required by any Legal Requirements
for or in connection with the operation of


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Physician Group, other than those relating to the practice of medicine or the
administration of drugs by Physicians retained by or associated with Physician
Group.

     3.5. BUSINESS MANAGER PERSONNEL.  Business Manager shall employ or
otherwise retain any and all personnel that Business Manager deems reasonably
necessary and appropriate for Business Manager's performance of its duties and
obligations under this Agreement.

     3.6. CONTRACT NEGOTIATIONS.  Business Manager shall negotiate, either
directly or on Physician Group's behalf, as appropriate, all contractual
arrangements with third parties as are reasonably necessary and appropriate for
Physician Group's provision of Emergency Department Services, including, but
not limited to, Medical Contracts. Business Manager shall commit reasonable
resources to pursue, negotiate and maintain managed care contracts on behalf of
Physician Group. Business Manager shall advise Physician Group with respect to
the economic impact of any such third party contracts, including providing
marketing advice and consultation services and providing cashflow analysis and
profitability projections, upon request by the Physician Group.

     3.7. BILLING AND COLLECTION.  On behalf of and for the account of Physician
Group, Business Manager shall establish and maintain credit and billing and
collection policies and procedures, and shall use Business Manager's reasonable
best efforts to timely bill and collect all professional and other fees for all
billable Emergency Department Services provided by Physician Group. Business
Manager shall advise and consult with Physician Group regarding the fees for
Emergency Department Services provided by Physician Group; it being understood,
however, that Physician Group shall establish the fees to be charged for
Emergency Department Services and that Business Manager shall have no authority
whatsoever with respect to the establishment of such fees. In connection with
the billing and collection services to be provided hereunder, and throughout
the Term (and thereafter as provided in SECTION 6.3.), Physician Group hereby
grants to Business Manager an exclusive special power of attorney and appoints
Business Manager as Physician Group's exclusive true and lawful agent and
attorney-in-fact, and Business Manager hereby accepts such special power of
attorney and appointment, for the following purposes:

           (a) To bill Physician Group's patients, in Physician Group's name
      and on Physician Group's behalf, for all billable Emergency Department
      Services provided by Physician Group to patients.

           (b) To bill, in Physician Group's name and on Physician Group's
      behalf, all claims for reimbursement or from Blue Shield/Blue Cross,
      insurance companies, Medicare, Medicaid, and all other third party payors
      or fiscal intermediaries for all covered billable Emergency Department
      Services provided by Physician Group to patients.

           (c) To collect and receive, in Physician Group's name and on
      Physician Group's behalf, all accounts receivable generated by such
      billings and claims for reimbursement, to administer such accounts
      including, but not limited to, extending the time of payment of any such
      accounts for cash, credit or otherwise; discharging or releasing the
      obligors of any such accounts; suing, assigning or selling at a discount
      such


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      accounts to collection agencies; or taking other measures to require
      the payment of any such accounts.

           (d) To deposit into one or more accounts with a financial
      institution selected by Business Manager (the "Physician Group Account")
      all revenues, receipts and accounts receivable collected by Business
      Manager on behalf of Physician Group.  Physician Group covenants to
      transfer and deliver to Business Manager all funds received by Physician
      Group from patients or third party payors for Emergency Department
      Services.  Upon receipt by Business Manager of any funds from patients or
      third party payors or from Physician Group for Emergency Department
      Services, Business Manager shall immediately deposit same into the
      Physician Group Account.

           (e) To take possession of, endorse in the name of Physician Group,
      and deposit into the Physician Group Account any notes, checks, money
      orders, insurance payments, and any other instruments received in payment
      of accounts receivable for Emergency Department Services.

           (f) To sign checks, drafts, bank notes or other instruments on
      behalf of Physician Group, and to make withdrawals from the Physician
      Group Account for the payment of Office Expenses or other costs and
      expenses as specified in this Agreement.

     Upon request of Business Manager, Physician Group shall execute and
deliver to the financial institution wherein the Physician Group Account is
maintained, such additional instruments as may be necessary to evidence or
effect the special power of attorney granted to Business Manager by Physician
Group pursuant to this SECTION 3.7. and SECTION 3.8. of this Agreement.

     3.8. PHYSICIAN GROUP ACCOUNT.  Business Manager shall have access to the
Physician Group Account solely for the purposes stated herein and shall use all
funds on deposit therein to pay all Office Expenses and the Management Fee in
accordance with the terms of this Agreement. In connection herewith, throughout
the Term (and thereafter as provided in SECTION 6.3.), Physician Group hereby
grants to Business Manager an exclusive special power of attorney and appoints
Business Manager as Physician Group's exclusive true and lawful agent and
attorney-in-fact, and Business Manager hereby accepts such special power of
attorney and appointment, to deposit into the Physician Group Account all
funds, fees, and revenues generated from the Physician Group's provision of
Emergency Department Services and collected by Business Manager, and to make
withdrawals from Physician Group Account for payments specified in this
Agreement. The special power of attorney granted in SECTION 3.7. and in this
Section may be revoked by the Physician Group at any time, but such revocation
shall constitute a breach of this Agreement. Such special power of attorney
shall expire when this Agreement has been terminated, all accounts receivable
purchased by Business Manager have been collected, and all Management Fees and
other sums due to Business Manager under this Agreement have been paid. If
Business Manager assigns this Agreement in compliance with SECTION 7.7. of this
Agreement, Physician Group shall execute a special power of attorney in favor
of the assignee containing substantially the same terms and provisions as this
SECTION 3.8.. Notwithstanding any provision


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<PAGE>   15

herein to the contrary, Physician Group shall not draw checks or make any other
withdrawals from the Physician Group Account. The payment of Office Expenses
and the Management Fee from the Physician Group Account shall be made in such
order and priority as Business Manager shall determine in its reasonable
business judgment.

     3.9. FISCAL MATTERS.

          3.9.1. ACCOUNTING AND FINANCIAL RECORDS. Business Manager shall
     establish and administer accounting policies, procedures, controls and
     systems (including accounts payable and payroll) for the development,
     preparation, and safekeeping of administrative or financial records and
     books of account relating to the business prepared and maintained in
     accordance with GAAP. Business Manager shall prepare and deliver to
     Physician Group, within one hundred fifty (150) days of the end of each
     Operating Year, a balance sheet and a profit and loss statement reflecting
     the financial status of Physician Group in regard to the provision of
     Emergency Department Services as of the end of such Operating Year, all of
     which shall be prepared in accordance with GAAP consistently applied.
     Business Manager shall calculate the amount of Office Expense, Gross
     Revenue, and the percentage of Gross Revenue amount of the Management Fee
     for the preceding Operating Year. Such calculations, shall be conclusive
     and binding on Business Manager and Physician Group.

          3.9.2. SALES AND USE TAXES.  To the extent that any of the services
     to be provided by Business Manager hereunder may be subject to any state
     sales and use taxes, Business Manager may have a legal obligation to
     collect such taxes from Physician Group and to remit same to the
     appropriate tax collection authorities. The applicable state sales and use
     taxes in respect of the portion of the Management Fees attributable to
     such services, shall be Office Expenses.

     3.10. REPORTS AND RECORDS.

          3.10.1. MEDICAL RECORDS.  Business Manager shall establish, monitor,
     and maintain procedures and policies for the timely creation, preparation,
     filing and retrieval of all medical records generated by Physician Group
     in connection with Physician Group's provision of Emergency Department
     Services; and, subject to applicable Legal Requirements, shall ensure that
     medical records are promptly available to Physicians and any other
     appropriate persons. All such medical records shall be retained and
     maintained in accordance with all Legal Requirements relating to the
     confidentiality and retention thereof. All medical records shall be and
     remain the property of Physician Group.

          3.10.2. OTHER REPORTS AND RECORDS.  Business Manager shall timely
     create, prepare, and file such additional reports and records as are
     reasonably necessary and appropriate for Physician Group's provision of
     Emergency Department Services, and shall be prepared to analyze and
     interpret such reports and records upon the reasonable request of
     Physician Group.


                                       9

<PAGE>   16

     3.11. RECRUITMENT & REVIEW OF PHYSICIAN GROUP PHYSICIANS.  Business Manager
shall perform all administrative services reasonably necessary and appropriate
to recruit potential physician personnel to be retained by Physician Group.
Business Manager shall provide Physician Group with model agreements to
document Physician Group's employment, retention or other service arrangements
with such individuals. Business Manager shall also assist the Physician Group
in identifying potential physician personnel by (i) performing initial
interviews; (ii) reviewing credentials; (iii) reviewing academic and
professional histories; (iv) contacting academic and professional references;
and (v) providing to the Physician Group a summary of the qualifications and
other useful information to assist Physician Group in reaching a decision on
whether Physician Group will retain a prospect as an independent contractor
physician. Physician Group shall retain the sole and complete responsibility to
conduct final interviews, select, contract with, supervise, control and
terminate all Physicians performing Emergency Department Services or other
professional services, and Business Manager shall have no authority whatsoever
with respect to such activities. Business Manager shall also provide all
clerical and administrative assistance needed by Physician Group in order to
assist Physician Group in preparing Physician Group physician reviews.

     3.12. CONFIDENTIAL AND PROPRIETARY INFORMATION.  Business Manager will not
disclose any Confidential Information of Physician Group to other persons
without Physician Group's express written authorization, such Confidential
Information will not be used in any way directly or indirectly detrimental to
Physician Group, and Business Manager will keep such Confidential Information
confidential and will ensure that its Affiliates and advisors who have access
to such Confidential Information comply with these non-disclosure obligations;
provided, however, that Business Manager may disclose Confidential Information
to those of its Representatives who need to know Confidential Information for
the purposes of this Agreement, it being understood and agreed to by Business
Manager that such Representatives will be informed of the confidential nature
of the Confidential Information, will agree to be bound by this Section, and
will be directed by Business Manager not to disclose to any other person any
Confidential Information.  If Business Manager is requested or required (by
oral questions, interrogatories, requests for information or documents,
subpoenas, civil investigative demands, or similar processes) to disclose or
produce any Confidential Information furnished in the course of its dealings
with Physician Group or its Affiliates, or Representatives, Business Manager
will (i) provide Physician Group will prompt notice thereof and copies, if
possible, and, if not, a description, of the Confidential Information requested
or required to be produced so that Physician Group may seek an appropriate
protective order or waive compliance with the provisions of this Section and
(ii) consult with Physician Group as to the advisability of Physician Group
taking legally available action to resist or narrow such request.  Business
Manager further agrees that, if in the absence of a protective order or the
receipt of a waiver hereunder Business Manager is nonetheless, in the written
opinion of its legal counsel, compelled to disclose or produce Confidential
Information concerning Physician Group to any tribunal legally authorized to
request and entitled to receive such Confidential Information or to stand
liable for contempt or suffer other censure or penalty, Business Manager may
disclose or produce such Confidential Information to such tribunal without
liability hereunder; provided, however, that Business Manager shall give
Physician Group written notice of the Confidential Information to be so
disclosed or produced as far in advance of its disclosure or production as is
practicable and shall use reasonable efforts to obtain, to the


                                      10

<PAGE>   17

greatest extent practicable, an order or other reliable assurance that
confidential treatment will be accorded to such Confidential Information so
required to be disclosed or produced.

              3.12.1.PRACTICE STATISTICS.  Notwithstanding this SECTION 3.12.,
      Business Manager may share, subject to the restrictions of this SECTION
      3.12.1., with other professional corporations, associations, medical
      practices, or health care delivery entities the practice statistics of
      Physician Group, including data concerning utilization review, quality
      assurance, cost, outcomes, or other practice.  Such information shall only
      be disclosed to other medical groups with whom Business Manager has a
      management relationship or to managed care providers or other third party
      payors or financial analysts and underwriters.  In addition, Business
      Manager may disclose all practice-related information necessary or
      desirable in connection with any public or private offering of any
      securities of Business Manager or any of its Affiliates.  No such
      information will disclose or divulge patient identifying information or,
      to the extent possible, physician identifying information.

     3.13. BUSINESS MANAGER'S INSURANCE.  Throughout the Term, Business Manager
shall obtain and maintain with commercial carriers, through self-insurance or
some combination thereof, appropriate worker's compensation coverage for
personnel employed by Business Manager pursuant to this Agreement, and
professional, casualty and comprehensive general liability insurance covering
Business Manager, Business Manager's personnel, and all of Business Manager's
equipment in such amounts, on such basis and upon such terms and conditions as
Business Manager deems appropriate. Business Manager may also carry key person
life and disability insurance on any member or Physician employee of Physician
Group in amounts determined reasonable and sufficient by Business Manager.
Business Manager shall be the owner and beneficiary of any such insurance.

     3.14. PHYSICIAN GROUP INSURANCE.  Throughout the Term, Business Manager
shall negotiate, obtain, and maintain with commercial carriers, through
self-insurance or some combination thereof, appropriate professional liability
and malpractice insurance coverage for Physician Group Physicians holding
independent contractor agreements with Physician Group as required by SECTION
4.7. of this Agreement, in such amounts, on such basis, and upon such terms
and conditions as Business Manager deems appropriate.

     3.15. NO WARRANTY.  Physician Group acknowledges that Business Manager has
not made and will not make any express or implied warranties or representations
that the services provided by Business Manager will result in any particular
amount or level of medical practice or income to Physician Group.

     3.16. ADDITIONAL OBLIGATIONS OF BUSINESS MANAGER.  In addition to the
duties and obligations specified above, throughout the Term, Business Manager
shall provide other nonmedical professional support through accountants,
attorneys and other advisors as may be necessary to carry out the obligations
of the Business Manager to the Physician Group.


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<PAGE>   18

                                    ARTICLE 4.
           COVENANTS AND RESPONSIBILITIES CONCERNING PHYSICIAN GROUP

     4.1. ORGANIZATION AND OPERATION.  Physician Group, as a continuing
condition of Business Manager's obligations under this Agreement, shall at all
times during the Term be and remain legally organized and operated to provide
Emergency Department Services in a manner consistent with all Legal
Requirements. Physician Group shall operate and maintain a full time practice
of medicine specializing in the provision of Emergency Department Services, and
for the Term of this Agreement, Physician Group shall maintain and enforce
agreements in the form of SCHEDULE 4.1. with the Physicians. Physician Group
shall not amend the agreements or waive any rights thereunder without the prior
approval of Business Manager. Recognizing that Business Manager would not have
entered into this Agreement but for Physician Group's covenant to maintain such
agreements with its current Physicians, on or before three (3) days after
receipt thereof, Physician Group shall pay to Business Manager, in addition to
the Management Fee, any damages, compensation, payment, or settlement received
by Physician Group from a Physician who terminates his or her agreement without
cause or whose agreement is terminated by Physician Group for cause. Such
payment shall constitute liquidated damages of Business Manager for Physician
Group's breach of the covenant contained in this SECTION 4.1..

     4.2. PHYSICIAN GROUP PERSONNEL.

           4.2.1. PHYSICIAN PERSONNEL.  Physician Group shall retain that number
     of Physicians, as are reasonably necessary and appropriate for the
     provision of Emergency Department Services pursuant to the Medical
     Contracts, each of whom shall be bound by and subject to applicable
     provisions of this Agreement. Each Physician retained by Physician Group
     shall hold and maintain a valid and unrestricted license to practice
     medicine in the State. Physician Group shall enter into and maintain with
     each such retained Physician a written agreement substantially in the form
     of SCHEDULE 4.1.. Physician Group shall be responsible for paying the
     compensation, and benefits as applicable, for all Physicians and any other
     physician personnel or other contracted or affiliated physicians, and for
     withholding, as required by any Legal Requirements. Business Manager
     shall, on behalf of Physician Group, establish and administer the
     compensation with respect to such individuals in accordance with the
     written agreement between Physician Group and each Physician. Business
     Manager shall neither control nor direct any Physician in the performance
     of Medial Services for patients.

          4.2. NON-PHYSICIAN HEALTH CARE PERSONNEL.  All physician assistants
     and nurse practitioners who provide patient care services shall be
     employed by or retained by Physician Group and shall be under Physician
     Group's control, supervision and direction in the performance of or in
     connection with Emergency Department Services for patients. Physician
     Group shall be responsible for paying the compensation, and benefits as
     applicable of all physician assistants and nurse practitioners employed by
     any Physician Group, and for withholding as required by any Legal
     Requirements. Business Manager shall, on behalf of Physician Group,
     establish and administer the compensation with


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<PAGE>   19

     respect to such individuals in accordance with the written agreement
     between Physician Group and each physician assistant and nurse
     practitioner.

     4.3. PROFESSIONAL STANDARDS.  As a continuing condition of Business
Manager's obligations hereunder, each Physician and any other physician
personnel retained by Physician Group to provide Emergency Department Services
must (i) have and maintain a valid and unrestricted license to practice
medicine in the State and (ii) comply with, be controlled and governed by and
otherwise provide Emergency Department Services in accordance with all Legal
Requirements, and the ethics and standard of care of the medical community
wherein the Emergency Department Services are performed, and (iii) obtain and
retain appropriate medical staff membership with appropriate clinical
privileges at any hospital or health care facility at which Emergency
Department Services are to be provided. Procurement of temporary staff
privileges pending the completion of the medical staff approval process shall
satisfy this provision, provided the Physician actively pursues full
appointment and actually receives full appointment within a reasonable time.

     4.4. EMERGENCY DEPARTMENT SERVICES.  Physician Group shall ensure that
Physicians and non-physician health care personnel are available as necessary
to provide Emergency Department Services to patients under the Medical
Contracts.  In the event that Physicians employed by Physician Group are not
available to provide Emergency Department Services coverage under the Medical
Contracts, Physician Group shall engage and retain locum tenens coverage.
Physicians retained on a locum tenens basis shall meet all of the requirements
of SECTION 4.3.. With the assistance of the Business Manager, Physician Group
and the Physicians shall be responsible for scheduling Physician and
non-physician health care personnel coverage of all medical procedures.
Physician Group shall cause all Physicians to exert reasonable efforts to
develop and promote Physician Group in such a manner as to ensure that
Physician Group is able to serve the diverse needs of the community.

     4.5. EXCLUSIVE AUTHORITY OF THE PHYSICIAN GROUP.  The Physician Group shall
have exclusive authority to review and resolve issues relating to (i) the types
and levels of Emergency Department Services to be provided by the Physician
Group; (ii) the recruitment of physicians to the Physician Group, including the
specific qualifications and specialties of recruited physicians; (iii) the
performance of Emergency Department Services under the Medical Contracts or any
other contract or arrangement regarding the provision of Emergency Department
Services; and (iv) fee schedules of the Physician Group.

     4.6. PEER REVIEW AND QUALITY ASSURANCE.  Physician Group shall adopt a peer
review and quality assurance program to monitor and evaluate the quality and
cost-effectiveness of Emergency Department Services provided by physician
personnel of Physician Group.  Pursuant to such program, Physician Group shall
designate a committee of Physicians to function as a medical peer review
committee to review credentials of potential recruits, perform quality
assurance functions, and otherwise resolve medical competence issues.  The
medical peer review committee shall function pursuant to formal written
policies and procedures.  Upon request of Physician Group, Business Manager
shall provide administrative assistance to Physician Group in performing its
peer review and quality assurance activities, but only if such assistance can


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<PAGE>   20

be provided consistent with maintaining the confidentiality and
non-discoverability of the processes and actions of the Peer Review and Quality
Assurance process of Physician Group.

     4.7. PHYSICIAN GROUP'S INSURANCE.  With the advice and  assistance of
Business Manager, Physician Group shall obtain and maintain with commercial
carriers reasonably acceptable to Business Manager appropriate worker's
compensation coverage for Physician Group's employed personnel and professional
and comprehensive general liability insurance covering physician Group and each
of the Physicians. The comprehensive general liability coverage shall be in
amounts customary for physician groups similarly situated and professional
liability coverage shall be in a minimum amount of $1,000,000 for each
occurrence and $3,000,000 in the aggregate. The insurance policy or policies
shall provide for at least thirty (30) days advance written notice to Business
Manager from the insurer as to any alteration of coverage, cancellation, or
proposed cancellation for any reason. Physician Group shall cause to be issued
to Business Manager by such insurer or insurers a certificate reflecting such
coverage. Upon the termination of this Agreement for any reason, Physician
Group shall continue to carry professional liability insurance in the amounts
specified herein for ten (10) years after termination, or if Physician Group
dissolves or ceases to practice medicine, Physician Group shall obtain and
maintain a "tail" professional liability coverage, in the amounts specified in
this Section for an extended reporting period of ten (10) years. Physician
Group shall be responsible for paying all premiums for "tail" insurance
coverage. In no event shall the professional liability insurance carrier be
replaced or changed without the written consent of Business Manager.

     4.8. CONFIDENTIAL AND PROPRIETARY INFORMATION.  Physician Group will not
disclose any Confidential Information of Business Manager without Business
Manager's express written authorization, such Confidential Information will not
be used in any way directly or indirectly detrimental to Business Manager, and
Physician Group will keep such Confidential Information confidential and will
ensure that its Affiliates and Representatives who have access to such
Confidential Information comply with these non- disclosure obligations;
provided, however, that Physician Group may disclose Confidential Information
to those of its Affiliates and Representatives who need to know Confidential
Information for the purposes of this Agreement, it being understood and agreed
to by Physician Group that such Affiliates and Representatives will be informed
of the confidential nature of the Confidential Information, will agree to be
bound by this Section, and will be directed by Physician Group not to disclose
to any other person any Confidential Information. Physician Group agrees to be
responsible for any breach of this Section by its Affiliates or
Representatives. If Physician Group is requested or required (by oral
questions, interrogatories, requests for information or documents, subpoenas,
civil investigative demands, or similar processes) to disclose or produce any
Confidential Information furnished in the course of its dealings with Business
Manager or its Affiliates or Representatives, Physician Group will (i) provide
Business Manager with prompt notice thereof and copies, if possible, and, if
not, a description, of the Confidential Information requested or required to be
produced so that Business Manager may seek an appropriate protective order or
waive compliance with the provisions of this Section and (ii) consult with
Business Manager as to the advisability of Business Manager taking legally
available action to resist or narrow such request. Physician Group further
agrees that, if in the absence of a protective order or the receipt of a waiver
hereunder Physician Group is nonetheless, in the written opinion of its legal
counsel, compelled to disclose or produce


                                      14

<PAGE>   21

Confidential Information concerning Business Manager to any tribunal
or to stand liable for contempt or suffer other censure or penalty, Physician
Group may disclose or produce such Confidential Information to such tribunal
legally authorized to request and entitled to receive such Confidential
Information without liability hereunder; provided, however, that Physician
Group shall give Business Manager written notice of the Confidential
Information to be so disclosed or produced as far in advance or its disclosure
or production as is practicable and shall use reasonable efforts to obtain, to
the greatest extent practicable, an order or other reliable assurance that
confidential treatment will be accorded to such Confidential Information so
required to be disclosed or produced.

     4.9. NON-COMPETITION.  Physician Group hereby recognizes and acknowledges
that Business Manager will incur substantial costs in providing the equipment,
support services, personnel, management, administration, and other items and
services that are the subject matter of this Agreement and that in the process
of providing services under this Agreement, Physician Group will be privy to
financial and Confidential Information, to which Physician Group would not
otherwise be exposed. The parties also recognize that the services to be
provided by Business Manager will be feasible only if Physician Group operates
an active practice to which the Physicians associated with Physician Group
devote their full time and attention. Physician Group agrees and acknowledges
that the Covenant Not to Compete described hereunder is necessary for the
protection of Business Manager, and that Business Manager would not have
entered into this Agreement without the following Covenant Not to Compete.

          4.9.1. COVENANT NOT TO COMPETE.  The Physician Group agrees that
during the Non-Compete Period it will not individually, or in concert, directly
or indirectly:

                 (i) either on its own account or for any other Person,
            solicit, induce, attempt to induce, interfere with, or endeavor to
            cause any: (a) Medical Contract Client to modify, amend, terminate,
            or otherwise alter a Medical Contract; (b) Physician to modify,
            amend, terminate, or otherwise alter its or their agreements
            described in SECTION 4.1. of the Agreement; or (c) Physician engaged
            by the Physician Group or any Affiliate thereof to terminate its or
            their arrangement with the Physician Group or the Affiliate,
            respectively.

                 (ii) own, manage, operate, maintain, engage in, serve as an
            advisor or consultant for, control, or otherwise participate in or
            be involved as a partner, guarantor, or other holder of a financial
            interest in, or have any other interest in, any Person providing
            Emergency Department Services in: (a) any Medical Contract Client;
            or (b) any county where a Medical Contract Client or an Affiliate
            thereof is located.

                 (iii) make any statement or perform any act intended to
            advance an interest of any existing or prospective competitor or
            encourage any other person to make any such statement or to perform
            any such act.


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<PAGE>   22

                 (iv) make any statement or perform any act intended to cause
            any existing or potential client of the Business Manager or any
            Affiliate thereof to use the services or purchase the products of
            any competitor.

           4.9.2. PASSIVE INVESTMENTS.  The ownership restriction contained in
     SECTION 4.9.1. hereof shall not apply to ownership as a passive investor of
     less than a one percent (1%) interest in the outstanding equity securities
     of any publicly held corporation listed on a national securities exchange
     or association.

          4.9.3. REFORMATION.  Should any portion of this SECTION 4.9. be deemed
     unenforceable by any court of competent jurisdiction because of the scope,
     duration or territory encompassed by the undertakings hereunder, and only
     in such event, then the Business Manager and the Physician Group consent
     and agree to such limitation on scope duration or territory as may be
     finally adjudicated as enforceable by a court of competent jurisdiction
     after the exhaustion of all appeals.

          4.9.4. ANCILLARY AGREEMENT.  This Covenant Not to Compete shall be
     construed as an agreement ancillary to the other provisions of this
     Agreement and the existence of any claim or cause of action of Physician
     Group against Business Manager or any of its Affiliates, whether
     predicated on this Agreement or otherwise, shall not constitute a defense
     to the enforcement by Business Manager of this Covenant Not to Compete.
     Any breach or violation of the Covenant Not to Compete shall entitle
     Purchaser to an injunction restraining any further or continued breach or
     violation. Such right to an injunction shall be in addition to and
     cumulative of (and not in lieu of) any other remedies to which Purchaser
     is entitled because of such breach or violation. If a court of competent
     jurisdiction determines that the Covenant Not to Compete is partially or
     wholly inoperative, invalid or unenforceable in a particular case because
     of its duration, geographical scope, restricted activity or any other
     parameter such court may reform such duration, geographical scope,
     restricted activity or other parameter with respect to such case to permit
     enforcement of such reformed Covenant Not to Compete to the greatest
     extent allowable.

          4.9.5. EXTENSION OF NON-COMPETE PERIOD.  In the event that Physician
     Group violates its Covenant Not to Compete, then notwithstanding any
     provision herein to the contrary the Non-Compete Period shall be extended
     day for day for the time period that party is in violation of any such
     Covenant Not to Compete.

                                    ARTICLE 5.
                             FINANCIAL ARRANGEMENT

     5.1. MANAGEMENT FEE.  On or before the tenth (10th) day of each calendar
month during the Term, and at the expiration or sooner termination of this
Agreement, the Business Manager shall be paid an amount equal to the estimated
Management Fee for the period from the commencement of the then current
Operating Year to the end of the immediately preceding


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<PAGE>   23

calendar month or the date of such expiration or sooner termination of this
Agreement, as the case may be, less the aggregate amount of monthly payments
theretofore paid in respect to the estimated Management Fee for such Operating
Year.

     5.2. YEAR-END ADJUSTMENT TO MANAGEMENT FEE.  If for any Operating Year, the
aggregate amount of the monthly payments of the estimated Management Fee
theretofore paid by Physician Group to Business Manager shall be more or less
than the Management Fee payable for such Operating Year based upon the final
determination of such Management Fee as reflected in the annual financial
statements of the Physician Group prepared pursuant to SECTION 3.9. of this
Agreement, then, by way of year-end adjustment, within fifteen (15) days after
the delivery of such annual financial statement to the Physician Group,
Business Manager shall pay into the Physician Group Account the amount of any
overpayment or withdraw from the Physician Group Account the amount of any
underpayment.

     5.3. REASONABLE VALUE.  Payment of the Management Fee is not intended to be
and shall not be interpreted or applied as permitting Business Manager to share
in Physician Group's fees for Emergency Department Services or any other
services, but is acknowledged as the parties' negotiated agreement as to the
reasonable fair market value of the equipment, contract analysis and support,
other support services, purchasing, personnel, office space, management,
administration, strategic management and other items and services furnished by
Business Manager pursuant to this Agreement, considering the nature and volume
of the services required and the risks assumed by Business Manager. Physician
Group and Business Manager recognize and acknowledge that: (i) Business
Manager's administrative expertise will contribute significant value to
Physician Group's performance, (ii) Business Manager will incur substantial
costs and business risks [in arranging for Physician Group's use of the Office
and] in providing the equipment, support services, personnel, marketing, office
space, management, administration, and other items and services that are the
subject matter of this Agreement, and (iii) certain of such costs and expenses
can vary to a considerable degree according to the extent of Physician Group's
business and services. It is the intent of the parties that the Management Fee
reasonably compensate Business Manager for the value to Physician Group of
Business Manager's administrative expertise, given the considerable business
risk to Business Manager in providing the items and services that are the
subject of this Agreement.

     5.4. WORKING CAPITAL.  To assist Physician Group in maintaining reasonable
cash flow, Business Manager may lend funds to the Physician Group or purchase,
with recourse to Physician Group for the amount of the purchase, all of any
part of the accounts receivable of Physician Group arising during any previous
month by transferring the consideration for the purchase into the Physician
Group Account. The consideration for the purchase shall be an amount equal to
the Net Revenue recorded for such previous month. Business Manager shall be
entitled to offset any sums due Business Manager under this Agreement against
the amount payable for the accounts receivable. Although Business Manager may
purchase and thereby become the owner of the accounts receivable of Physician
Group, in the event such purchase shall be ineffective for any reason,
Physician Group has granted a security interest in such accounts receivable
pursuant to SECTION 5.6. of this Agreement. All collections in respect of such
accounts receivable purchased by Business Manager shall be received by Business
Manager as the agent of Physician Group and


                                      17

<PAGE>   24

shall be endorsed to Business Manager and deposited in a bank account at a bank
designated and owned by Business Manager. To the extent Physician Group comes
into possession of any payments in respect of such accounts receivable,
Physician Group shall direct such payments to Business Manager for deposit in
bank accounts designated and owned by Business Manager. Any sums lent by
Business Manager to Physician Group shall be secured by the security interest
granted in SECTION 5.6. of the Agreement and shall bear interest as set forth in
clause (f) in the definition of Office Expense in Article I of this Agreement.

     5.5. DISPUTE REGARDING FEES.

          5.5.1. GOOD FAITH NEGOTIATIONS.  Any disputes regarding performance
     standards of the Business Manager shall be resolved to the extent possible
     by good faith negotiation. To that end, the parties agree that if
     Physician Group in good faith believes that Business Manager has failed to
     perform its obligations, Physician Group shall give Business Manager
     notice of the perceived failure. Business Manager and Physician Group
     shall then negotiate the dispute in good faith, and if an agreement is
     reached, the parties shall implement the resolution without further
     action.

          5.5.2. MEDIATION.  If the parties cannot reach a resolution within a
     reasonable time, Physician Group shall, at its option, submit the dispute
     to mediation. Mediation shall be conducted in Dallas, Texas, in accordance
     with the rules of the National Health Lawyers Association Alternative
     Dispute Resolution Service, and if the amount in dispute is $25,000 or
     less, the mediation shall be binding.

          5.5.3. ARBITRATION.  If the amount in dispute is greater than $25,000,
     or if the mediation process fails to resolve the dispute, the dispute
     shall be submitted by either party to binding arbitration as provided for
     in SECTION 7.8. of this Agreement.

     5.6. SECURITY INTEREST.  Any sums advanced by Business Manager to pay any
Office Expense shall be payable to Business Manager and Physician Group within
ten (10) days after demand and be secured by the security interest granted in
this SECTION 5.6.  The Physician Group hereby grants to the Business Manager a
security interest in all the Physician Group's accounts receivable which may be
created during the Term, for medical or other services rendered by the
Physician Group (the "Collateral"), to secure the payment of all monetary
obligations of the Physician Group to the Business Manager arising under this
Agreement.  In the event of a default by Physician Group under any provision in
this Agreement, the Business Manager may, with or without terminating this
Agreement in accordance with Article VI, exercise all rights and remedies
afforded a secured party with respect to the Collateral under the Uniform
Commercial Code as enacted and in force in the State of Texas.  The Physician
Group agrees to execute all financing statements or other documents which may
be necessary to perfect Business Manager's security interest hereunder.

     5.7. DEFAULT INTEREST.  If either party hereto should fail to pay the other
party hereto any sum payable when due hereunder, then such defaulting party
shall, without notice or demand, be liable to the non-defaulting party for the
payment of all such sums due hereunder with interest


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<PAGE>   25

thereon at the highest lawful rate permitted by applicable Legal Requirements.
The terms and provisions of this Section shall survive the termination of this
Agreement for any reason whatsoever and shall continue until all such amounts,
together with interest thereon are paid in full.

                                    ARTICLE 6.
                              TERM AND TERMINATION

     6.1. INITIAL AND RENEWAL TERM.  The Term of this Agreement will be for an
initial period of forty (40) years after the Effective Date, and shall be
automatically renewed for successive five (5) year periods thereafter, provided
that neither Business Manager nor Physician Group shall have given notice of
termination of this Agreement at least one hundred twenty (120) days before the
end of the initial term or any renewal term, or unless otherwise terminated as
provided in SECTION 6.2. of this Agreement.

     6.2. TERMINATION.

          6.2.1. TERMINATION BY BUSINESS MANAGER FOR CAUSE.  Business Manager
     may terminate this Agreement upon the occurrence of any one of the
     following events ("Physician Group Default") which shall be deemed to be
     "for cause":

                 (i) Physician Group's loss or suspension for more than ninety
            (90) days of its Medicare or Medicaid provider number, or Physician
            Group's restriction from treating beneficiaries of the Medicare or
            Medicaid programs for more than ninety (90) days;

                 (ii) The revocation, suspension, cancellation or restriction
            of any Physician licensed to practice medicine within the State if,
            in the reasonable discretion of the Business Manager, Physician
            Group will not be financially viable after such revocation,
            suspension, cancellation or restriction;

                 (iii) The dissolution of Physician Group or the filing of a
            petition in voluntary bankruptcy, an assignment for the benefit of
            creditors, or other action taken voluntarily or involuntarily under
            any state or federal statute for the protection of debtors;

                 (iv) Default by Physician Group in the performance of any of
            its duties or obligations hereunder, and such default continues for
            sixty (60) days after notice is given by Business Manager of such
            default, provided, however, that in the event such default is of a
            nature that it cannot, with due diligence, be cured within sixty
            (60) days, it shall not constitute a Physician Group Default, as
            hereinafter defined, so long as Physician Group begins to cure such
            default within sixty (60) days and thereafter diligently pursues
            such cure to completion;


                                      19

<PAGE>   26

                 (v) Business Manager and Physician Group are unable to reach
            an agreement on a new service agreement or basis for compensation
            after the occurrence of an event described in SECTION 6.2.5..

          6.2.2. TERMINATION BY BUSINESS MANAGER WITHOUT CAUSE.  Business
     Manager may terminate this Agreement at any such time or from time to time
     without cause upon ninety (90) days written notice from Business Manager
     to Physician Group.

          6.2.3. TERMINATION BY PHYSICIAN GROUP.  Physician Group may terminate
     this Agreement, which shall be deemed to be "for cause", upon at least
     sixty (60) days notice in the event that Business Manager defaults in the
     performance of any of its material obligations hereunder and such default
     continues for at least sixty (60) days after Business Manager receives
     notice of such default; provided, however, that in the event that such
     default is of a nature that it cannot, with due diligence, be cured within
     sixty (60) days, it shall not constitute a Business Manager Default so
     long as Business Manager begins to cure such default within sixty (60)
     days and thereafter diligently pursues such cure to completion. The
     occurrence of the foregoing is herein called "Business Manager Default".

          Termination by Physician Group hereunder shall require the
      affirmative vote of 100% of the outstanding equity ownership interests in
      Physician Group entitled to vote.

          6.2.4. TERMINATION BY AGREEMENT.  In the event Physician Group and
     Business Manager shall mutually agree in writing, this Agreement may be
     terminated on the date specified in such written agreement.

          6.2.5. LEGISLATIVE, REGULATORY OR ADMINISTRATIVE CHANGE.  In the event
     there shall be a change in the Medicare or Medicaid statutes or any other
     Legal Requirements or the adoption of new federal or state legislation, or
     a change in any third party reimbursement system, any of which are
     reasonably likely to materially and adversely affect the manner in which
     either party may perform or be compensated for its services under this
     Agreement or which shall make this Agreement unlawful, the parties shall
     immediately use their best efforts to enter into a new service arrangement
     or basis for compensation for the services furnished pursuant to this
     Agreement that complies with all Legal Requirements, or policy and that
     approximates as closely as possible the economic position of the parties
     prior to the change. If the parties are unable to reach a new agreement
     within a reasonable time, then either party may submit the issue to
     arbitration pursuant to SECTION 7.8. for the purpose of reaching an
     alternative arrangement that is equitable under the circumstances.

     6.3. EFFECTS OF TERMINATION.  Upon termination of this Agreement, as
hereinabove provided, neither party shall have any further obligations
hereunder except for (i) obligations accruing prior to the date of termination,
including, without limitation, payment of the Management Fee relating to
services provided prior to the termination of this Agreement, (ii) obligations,
promises, or covenants set forth herein that are expressly made to extend
beyond the Term, including, without limitation, indemnities and non-competition
provisions, which provisions


                                      20

<PAGE>   27

shall survive the expiration or termination of this Agreement; (iii) the
obligation of Physician Group to pay to Business Manager all sums advanced or
lent to Physician Group by Business Manager pursuant to SECTION 5.4. of this
Agreement, which obligations shall be due and payable upon termination of this
Agreement; and (iv) the obligations of Physician Group described in SECTION
6.4.. In effectuating the provisions of this SECTION 6.3., Physician Group
specifically acknowledges and agrees that Business Manager shall continue to
collect and receive on behalf of Physician Group all cash collections from
accounts receivable in existence at the time this Agreement is terminated, it
being understood that Business Manager has a security interest in such accounts
as provided in SECTION 5.6. of this Agreement and that such cash collections
will represent, in part, compensation to Business Manager for management
services already rendered and compensation on accounts receivable purchased by
Business Manager. Upon the expiration or termination of this Agreement for any
reason or cause whatsoever, Business Manager shall surrender to Physician Group
all books and records pertaining to Physician Group's medical practice.

     6.4. REPURCHASE OBLIGATION.  Upon termination of this Agreement by Business
Manager as a result of Physician Group Default, Physician Group shall:

          6.4.1. INTANGIBLE ASSETS, DEFERRED CHARGES, ETC.  Purchase from
     Business Manager at book value the intangible assets, deferred charges,
     and all other amounts on the books of the Business Manager relating to
     this Agreement, including amounts, if any, paid for the covenants
     described in SECTION 4.9. above, as adjusted through the last day of the
     month most recently ended prior to the date of such termination in
     accordance with GAAP to reflect amortization or depreciation of the
     intangible assets, deferred charges, or covenants;

          6.4.2. REAL ESTATE.  Purchase from Business Manager any real estate
     owned by Business Manager and used as an Office at the greater of the
     appraised fair market value thereof or the then book value thereof. In the
     event of any repurchase of real property, the appraised value shall be
     determined by Business Manager and Physician Group, each selecting a duly
     qualified appraiser, who in turn will agree on a third appraiser. The
     third appraiser shall perform the appraisal which shall be binding on both
     parties. In the event either party fails to select an appraiser within
     fifteen (15) days of the selection of an appraiser by the other party, the
     appraiser selected by the other party shall make the selection of the
     third party appraiser;

          6.4.3. OFFICE IMPROVEMENTS.  Purchase at book value all improvements,
     additions, or leasehold improvements that have been made by Business
     Manager at any Office and that relate solely to the performance of
     Business Manager's obligations under this Agreement;

          6.4.4. ASSUMPTION OF DEBTS.  Assume all debt, and all contracts,
     payables, and leases that are obligations of Business Manager and that
     relate principally to the performance of Business Manager's obligations
     under this Agreement or the properties leased or subleased by Business
     Manager; and


                                      21

<PAGE>   28

          6.4.5. EQUIPMENT.  Purchase from Business Manager at book value all of
     the equipment owned by the Business Manager pursuant to this Agreement,
     including all replacements and additions thereto made by Business Manager
     pursuant to the performance of its obligations under this Agreement, and
     all other assets, including inventory and supplies, tangibles and
     intangibles, set forth on the books of the Business Manager as adjusted
     through the last day of the month most recently ended prior to the date of
     such termination in accordance with GAAP to reflect operations of the
     Office, depreciation, amortization, and other adjustments of assets shown
     on the books of the Business Manager.

     Physician Group acknowledges that certain assets listed above have been or
may be pledged as collateral for loans made by Business Manager.

     6.5. PHYSICIAN GROUP RIGHTS.  Upon termination of this Agreement pursuant
to SECTION 6.2.4. , or SECTION 6.2.4. , Physician Group shall be released from
the restrictive covenants in SECTION 4.8. and SECTION 4.9.

     6.6. CLOSING OF REPURCHASE.  If Physician Group purchases the assets
pursuant to SECTION 6.4., Physician Group shall pay cash for the repurchased
assets. The amount of the purchase price shall be reduced by the amount of debt
and liabilities of Business Manager, if any, assumed by Physician Group, which
shall be offset against the purchase price. Physician Group and any Physicians
associated with Physician Group shall execute such documents as may be required
to assume the liabilities set forth in SECTION 6.4.4. or SECTION 6.4.5. and to
remove Business Manager from any liability with respect to such repurchased
asset and with respect to any property leased or subleased by Business Manager.
The closing date for the repurchase shall be determined by the parties, but
shall in no event occur later than one hundred eighty (180) days from the date
of the notice of termination. The termination of this Agreement shall become
effective upon the closing of the sale of the assets if the assets are
purchased, and all parties shall be released from any restrictive covenants
provided for in SECTION 4.8. or SECTION 4.9. on the closing date. From and
after any termination, each party shall provide the other party with reasonable
access of the books and records then owned by it to permit such requesting
party to satisfy reporting and contractual obligations that may be required of
it.

                                    ARTICLE 7.
                                 MISCELLANEOUS

     7.1. PHYSICIAN GROUP INDEMNIFICATION.  The Physician Group hereby agrees to
indemnify, defend, and hold harmless the Business Manager, and each of the
Business Manager's officers, directors, shareholders, agents and employees,
from and against any and all claims, demands, losses, liabilities, actions,
lawsuits and other proceedings, judgments and awards, and costs and expenses
(including reasonable attorneys' fees), arising directly or indirectly, in
whole or in part, out of any matter related to any breach by the Physician
Group of this Agreement including but not limited to the negligence of the
Physician Group or any acts or omissions by the Physician Group in its
performance of this Agreement, excluding the professional acts or


                                      22

<PAGE>   29

omissions of the Physician Group to the extent that such is not paid or covered
by the proceeds of insurance. The provisions of this SECTION 7.1. shall survive
termination or expiration of this Agreement. The Physician Group shall
immediately notify the Business Manager of any lawsuits or actions, or any
threat thereof, that may become known to the Physician Group that might
adversely affect any interest of the Physician Group or the Business Manager
whatsoever.

           7.1.1. PROCEDURE FOR INDEMNIFICATION.  The indemnity set forth herein
     shall be deemed to include an obligation and on the part of the
     indemnifying party to appear on behalf of the indemnified party in any and
     all proceedings involving a claim or cause of action covered by such
     indemnity and to defend the indemnified party against such claim or cause
     of action, all at the indemnifying party's cost; provided, however, at the
     option of any party indemnified hereunder, such party shall have the right
     to appear on its behalf, employ its own legal counsel and defend any claim
     or cause of action indemnified in this Section all at indemnifying party's
     cost.

     7.2. BUSINESS MANAGER INDEMNIFICATION.  The Business Manager hereby agrees
to indemnify, defend and hold harmless the Physician Group, and each of the
Physician Group's officers, managers, members, agents and employees, from and
against any and all claims, demands, losses, liabilities, actions, lawsuits and
other proceedings, judgments and awards, and costs and expenses (including
reasonable attorneys' fees), arising directly or indirectly, in whole or in
part, out of any matter related to any breach by Business Manager of this
Agreement or any acts or omissions by Business Manager in its performance of
this Agreement, including but not limited to the negligence of the Business
Manager or any acts or omissions of the Business Manager, to the extent that
such is not paid or covered by the proceeds of insurance.  The provisions of
this SECTION 7.2. shall survive termination or expiration of this Agreement.
Notwithstanding the foregoing, the Business Manager shall not indemnify the
Physician Group for the acts, or failure to act, by personnel who perform
services under the direct supervision or control of any Physician.  The
Business Manager shall immediately notify the Physician Group of any lawsuits
or actions, or any threat thereof, that may become known to the Business
Manager that might adversely affect any interest of the Business Manager or the
Physician Group whatsoever.

          7.2.1. PROCEDURE FOR INDEMNIFICATION.  The indemnity set forth herein
     shall be deemed to include an obligation on the part of the indemnifying
     party to appear on behalf of the indemnified party in any and all
     proceedings involving a claim or cause of action covered by such indemnity
     and to defend the indemnified party against such claim or cause of action,
     all at the indemnifying party's cost; provided, however, at the option of
     any party indemnified hereunder, such party shall have the right to appear
     on its behalf, employ its own legal counsel and defend any claim or cause
     of action indemnified in this Section all at indemnifying party's cost.

     7.3. ADMINISTRATIVE SERVICES ONLY.  Nothing in this Agreement is intended
or shall be construed to allow Business Manager to exercise control or
direction over the manner or method by which Physician Group or its Physicians
perform Emergency Department Services or other professional health care
services. The rendition of all Emergency Department Services, including,



                                      23

<PAGE>   30

but not limited to the prescription or administration of medicine and drugs
shall be the sole responsibility of Physician Group and its Physicians, and
Business Manager shall not interfere in any manner or to any extent therewith.
Nothing contained in this Agreement shall be construed to permit Business
Manager to engage in the practice of medicine, it being the sole intention of
the parties hereto that the services to be rendered to Physician Group by
Business Manager are solely for the purpose of providing non-medical management
and administrative services to Physician Group so as to enable Physician Group
to devote its full time and energies to the professional conduct of its medical
practice and provision of Emergency Department Services to its patients and not
to administration, or practice management.

     7.4. STATUS OF CONTRACTOR.  It is expressly acknowledged that the parties
hereto are "independent contractors," and nothing in this Agreement is intended
and nothing shall be construed to create an employer/employee, partnership, or
joint venture relationship, or to allow either to exercise control or direction
over the manner or method by which the other performs the services that are the
subject matter of this Agreement; provided always that the services to be
provided hereunder shall be furnished in a manner consistent with the standards
governing such services and the provisions of this Agreement.  Each party
understands and agrees that (i) the other will not be treated as an employee
for federal tax purposes, (ii) neither will withhold on behalf of the other
any sums for income tax, unemployment insurance, social security, or any other
withholding pursuant to any law or requirement of any governmental body or make
available any of the benefits afforded to its employees, (iii) all of such
payments, withholdings, and benefits, if any, are the sole responsibility of
the party incurring the liability, and (iv) each will indemnify and hold the
other harmless from any and all loss or liability arising with respect to such
payments, withholdings, and benefits, if any.

     7.5. NOTICES.  Any notice, demand, or communication required, permitted, or
desired to be given hereunder shall be deemed effectively given when in writing
and personally delivered or mailed by prepaid certified or registered mail,
return receipt requested, addressed as follows:

         Physician Group:   Gould Physicians, P.A.
                            1717 Main Street
                            Suite 5200
                            Dallas, Texas 75201
                            Attention:  Dr. Leonard M. Riggs, Jr., M.D.

         Business Manager:  EmCare, Inc.
                            1717 Main Street
                            Suite 5200
                            Dallas, Texas 75201
                            Attention:  Mr. William F. Miller, III


or to such other address, or to the attention of such other person or officer,
as any party may by written notice designate.


                                      24

<PAGE>   31

     7.6. GOVERNING LAW.  This Agreement shall be governed by the laws of the
State of Texas applicable to agreements to be performed wholly within the
state. Texas law was chosen by the parties after negotiation to govern
interpretation of this Agreement because the principal offices of Business
Manager are located in Dallas County, Texas.

     7.7. ASSIGNMENT.  Except as may be herein specifically provided to the
contrary, this Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective legal representatives, successors, and
assigns; provided, however, that Physician Group may not assign this Agreement
without the prior written consent of Business Manager, which consent may be
withheld.  The sale, transfer, pledge, or assignment of any of the equity
ownership interests held by any equity owner of Physician Group or the issuance
by Physician Group of voting equity interests to any other person, or any
combination of such transactions, such that the existing equity owners of
Physician Group fail to maintain a majority of the voting interests in
Physician Group shall be deemed an attempted assignment by Physician Group, and
shall be null and void unless consented to in writing by Business Manager prior
to any such transfer or issuance. Any breach of its provision, whether or not
void or voidable, shall constitute a material breach of this Agreement, and in
the event of such breach, Business Manager may terminate this Agreement upon
twenty-four (24) hours notice to Physician Group. The parties agree that
Business Manager may transfer its rights and obligations under this Agreement
to any Affiliate of Business Manager for performance of this Agreement. In
addition, Business Manager or the transferee shall have the right to (i) assign
its rights and obligations hereunder to any third party and (ii) collaterally
assign its interest in this Agreement and its right to collect Management Fees
hereunder to any financial institution or other third party without the consent
of Physician Group.

     7.8. ARBITRATION.  The parties shall use good faith negotiation to resolve
any controversy, dispute or disagreement arising out of or relating to this
Agreement or the breach of this Agreement. Any matter not resolved by
negotiation shall be submitted to binding arbitration pursuant to this Section;
provided however, that the terms and provisions of this Section shall not
preclude any party hereto from seeking, or a court of competent jurisdiction
from granting, a temporary restraining order, temporary injunction or other
equitable relief for any breach of (i) any non-competition or confidentiality
covenant in this Agreement or in any employment or other agreement with any
Physician or (ii) any duty, obligation, covenant, representation or warranty
set forth in this Agreement, the breach of which may cause irreparable harm or
damage.

          7.8.1. ARBITRATORS. In the event any claim or claims is brought by
     Business Manager or Physician Group, or there is any other claim,
     controversy, dispute or disagreement arising out of or relating to this
     Agreement, and the parties are unable to resolve such claim, controversy,
     dispute or disagreement within thirty (30) days after notice is first
     delivered pursuant to the other party, the parties agree to each select
     one arbitrator to hear and decide all such claims under this SECTION 7.8.
     The two arbitrators so chosen shall then select a third arbitrator who is
     experienced in the matter or action that is subject to such arbitration.
     If such matter or action involves health care issues, then the third
     arbitrator shall have such qualifications as would satisfy the
     requirements of the National Health Lawyers Association Alternative
     Dispute Resolution Service. Each of the arbitrators chosen shall be
     impartial and independent of all parties to this Agreement. If


                                      25

<PAGE>   32

     either of the parties fails to select an arbitrator within twenty days
     after the end of such thirty-day period, or if the arbitrators chosen fail
     to select a third arbitrator within twenty days, then any party may in
     writing request the judge of the United States District Court for the
     Northern District of Texas senior in term of service to appoint the
     arbitrator or arbitrators and, subject to this SECTION 7.8., such
     arbitrators shall hear all arbitration matters arising under this SECTION
     7.8..

          7.8.2. APPLICABLE RULES.  Each arbitration hearing shall be held at a
     place in Dallas, Texas acceptable to a majority of the arbitrators. The
     arbitration shall be conducted in accordance with the Commercial
     Arbitration Rules of the American Arbitration Association to the extent
     such rules do not conflict with the terms of this Section. The decision of
     a majority of the arbitrators shall be reduced to writing and shall be
     binding on the parties. Judgment upon the award(s) rendered by a majority
     of the arbitrators may be entered and execution had in any court of
     competent jurisdiction or application may be made to such court for a
     judicial acceptance of the award and an order of enforcement. The charges
     and expenses of the arbitrators shall be shared equally by the parties to
     the hearing. The arbitration shall commence within ten (10) days after the
     arbitrators are selected in accordance with the provisions of this SECTION
     7.8.2. In fulfilling their duties with respect to determining the amount
     of any loss or claim, the arbitrators may consider such matters as, in the
     opinion of the arbitrators, are necessary or helpful to make a proper
     valuation. The arbitrators may consult with and engage disinterested third
     parties to advise the arbitrators. The arbitrators shall not add any
     interest factor reflecting the time value of money to the amount of any
     loss and shall not award any punitive damages. If any of the arbitrators
     selected hereunder should die, resign or be unable to perform his or her
     duties hereunder, the remaining arbitrators or such senior judge (or such
     judge's successor) shall select a replacement arbitrator. The procedure
     set forth in this SECTION 7.8. for selecting the arbitrators shall be
     followed from time to time as necessary. As to any determination of the
     amount of any loss, or as to the resolution of any other claim,
     controversy, dispute or disagreement, that under the terms hereof is made
     subject to arbitration, no lawsuit based on such claimed loss or such
     resolution shall be instituted by any of the parties to this Agreement,
     other than to compel arbitration proceedings or enforce the award of a
     majority of the arbitrators. All privileges under Texas and federal law,
     including attorney-client and work-product privileges, shall be preserved
     and protected to the same extent that such privileges would be protected
     in a federal court proceeding applying Texas law.

     7.9. WAIVER OF BREACH.  The waiver by either party of a breach or violation
of any provision of this Agreement shall not operate as, or be construed to
constitute, a waiver of any subsequent breach of the same or another provision
hereof.

     7.10. ENFORCEMENT.  In the event either party resorts to legal action to
enforce or interpret any provision of this Agreement, the prevailing party
shall be entitled to recover the costs and expenses of such action so incurred,
including, without limitation, reasonable attorneys' fees.


                                      26

<PAGE>   33

     7.11. GENDER AND NUMBER.  Whenever the context of this Agreement requires,
the gender of all words herein shall include the masculine, feminine, and
neuter, and the number of all words herein shall include the singular and
plural.

     7.12. ADDITIONAL ASSURANCES.  Except as may be herein specifically provided
to the contrary, the provisions of this Agreement shall be self-operative and
shall not require further agreement by the parties; provided, however, at the
request of either party, the other party shall execute such additional
instruments and take such additional acts as are reasonable and as the
requesting party may deem necessary to effectuate this Agreement.

     7.13. CONSENTS, APPROVALS, AND EXERCISE OF DISCRETION.  Whenever this
Agreement requires any consent or approval to be given by either party, or
either party must or may exercise discretion, and except where specifically set
forth herein to the contrary, the parties agree that such consent or approval
shall not be unreasonably withheld or delayed, and that such discretion shall
be reasonably exercised.

     7.14. FORCE MAJEURE.  Neither party shall be liable or deemed to be in
default for any delay or failure in performance under this Agreement or other
interruption of service deemed to result, directly or indirectly, from acts of
God, civil or military authority, acts of public enemy, war, accidents, fires,
explosions, earthquakes, floods, failure of transportation, strikes or other
work interruptions by either party's employees, or any other similar cause
beyond the reasonable control of either party unless such delay or failure in
performance is expressly addressed elsewhere in this Agreement.

     7.15. SEVERABILITY.  The parties hereto have negotiated and prepared the
terms of this Agreement in good faith with the intent that each and every one
of the terms, covenants and conditions herein be binding upon and inure to the
benefit of the respective parties. Accordingly, if any one or more of the
terms, provisions, promises, covenants or conditions of this Agreement or the
application thereof to any person or circumstance shall be adjudged to any
extent invalid, unenforceable, void or voidable for any reason whatsoever by a
court of competent jurisdiction or an arbitration tribunal, such provision
shall be as narrowly construed as possible, and each and all of the remaining
terms, provisions, promises, covenants and conditions of this Agreement or
their application to other persons or circumstances shall not be affected
thereby and shall be valid and enforceable to the fullest extent permitted by
law. To the extent this Agreement is in violation of applicable Legal
Requirements, then the parties agree to negotiate in good faith to amend the
Agreement, to the extent possible consistent with its purposes, to conform to
all Legal Requirements.

     7.16. DIVISIONS AND HEADINGS.  The divisions of this Agreement into
articles, sections, and subsections and the use of captions and headings in
connection therewith is solely for convenience and shall not affect in any way
the meaning or interpretation of this Agreement.

     7.17. AMENDMENTS AND AGREEMENT EXECUTION.  This Agreement and amendments
hereto shall be in writing and may be executed in multiple copies. Each
multiple copy shall be deemed an original, but all multiple copies together
shall constitute one and the same instrument.


                                      27

<PAGE>   34

     7.18. ENTIRE AGREEMENT.  With respect to the subject matter of this
Agreement, this Agreement supersedes all previous contracts and constitutes the
entire agreement between the parties.  Neither party shall be entitled to
benefits other than those specified herein.  No prior oral statements or
contemporaneous negotiations or understandings or prior written material not
specifically incorporated herein shall be of any force and effect, and no
changes in or additions to this Agreement shall be recognized unless
incorporated herein by amendment as provided herein, such amendment(s) to
become effective on the date stipulated in such amendment(s).  The parties
specifically acknowledge that, in entering into and executing this Agreement,
the parties rely solely upon the representations and agreements contained in
this Agreement and no others.

                 [SIGNATURES INTENTIONALLY APPEAR ON NEXT PAGE]



                                       28

<PAGE>   35




     IN WITNESS WHEREOF, Physician Group and Business Manager have caused this
Agreement to be executed by their duly authorized representatives, all as of
the day and year first above written.



PHYSICIAN GROUP:             GOULD PHYSICIANS, P.A.

                             By: /s/ LEONARD M. RIGGS, JR., M.D.
                                --------------------------------
                             Name:   Leonard M. Riggs, Jr., M.D.
                             Title:  President


BUSINESS MANAGER:            EMCARE, INC.

                             By: /s/ WILLIAM F. MILLER, III
                                -----------------------------
                             William F. Miller, III
                             President


                                       29

<PAGE>   36




                                    SCHEDULE 4.1.





                         FORM OF PHYSICIAN INDEPENDENT
                              CONTRACTOR AGREEMENT