Exhibit 10.1.1

                FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT

      This Amendment is made as of this ___ day of January, 1998 by and among
MDNY Holdings, LLC, ("MDNY Holdings") a New York limited liability company
having an address at One Huntingdon Quadrangle, Suite 4C01, Melville, New York
11747; MDNY Healthcare, Inc. (the "HMO"), a New York health maintenance
organization, with its principal place of business at One Huntingdon Quadrangle,
Suite 4C01, Melville, New York, 11747; NextStage Healthcare Management of New
York, Inc. (the "Manager"), a Delaware corporation, with its principal place of
business at One Huntingdon Quadrangle, Suite 4C01, Melville, New York, 11747;
Long Island Physician Holdings, LLC ("LIPH"), a New York limited liability
company having an address at One Huntingdon Quadrangle, Suite 4C01, Melville,
New York, 11747; Catholic Healthcare Network of Long Island, Inc. ("CHNLI"), a
New York not-for-profit corporation having an address at 50 North Park Avenue,
Rockville Centre, New York 11570.

                                    RECITALS

      WHEREAS, LIPH, CHNLI, the Manager and the HMO have previously entered into
a Management Services Agreement dated October 11, 1995 (the "Management
Agreement");

      WHEREAS, the HMO operates a health maintenance organization under Article
44 of the Public Health Law of the State of New York (the "PHL") and was
incorporated under the name MDLI Healthcare, Inc., and has been reorganized as a
wholly-owned subsidiary of MDNY Holdings;

      WHEREAS, the Manager is in the business of providing management and
consulting services to health maintenance organizations, provider networks and
other managed care organizations;

      WHEREAS, under the Management Agreement the Manager provides management
services to the HMO and to the practice associations owned, affiliated with
and/or controlled by each of CHNLI and LIPH, which represent the physicians and
other healthcare providers of the HMO (each a "Practice Association", and,
collectively, the "Practice Associations");

      WHEREAS, Island Practice Association I.P.A., Inc., a practice association
affiliated with MDNY ("Island IPA"), is entering into an arrangement with
PhyMatrix Corporation (or an affiliate thereof) for the provision of management
services (the "PhyMatrix Management Agreement");

      WHEREAS, in connection with the PhyMatrix Management Agreement, the
Manager, the HMO, MDNY Holdings, Island IPA and each of CHNLI and LIPH, desire
to terminate the Manager's management of Island IPA and other medical/surgical
Practice Associations under the Management Agreement; and

      WHEREAS, except as amended hereby with respect to the management of
certain Practice Associations, all other terms of the Management Agreement shall
remain in full force and effect;

      NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledge, the parties hereto hereby agree as
follows:


<PAGE>

      1.    Removal of Manager with Respect to Island IPA. (a) Island IPA hereby
            terminates the Manager's management obligations to and in respect of
            Island IPA which the Manager is managing pursuant to the Management
            Agreement without affecting the Management Fee payable to Manager by
            HMO.

            (b) Each of LIPH, CHNLI, MDNY Holdings and the HMO hereby consents
            to the termination by Island IPA of the Manager's management
            obligations to and in respect of Island IPA pursuant to the
            Management Agreement and further agrees that any future
            medical/surgical physician independent practice associations formed
            by either of CHNLI or LIPH shall not be managed by the Manager.

            (c) The foregoing provisions of Section 1(a) and (b) shall apply
            until such time as the PhyMatrix Management Agreement terminates.
            Upon termination of the PhyMatrix Management Agreement, the Manager
            shall have the right to manage such practice associations upon the
            request of LIPH, CHNLI, or Island IPA, on terms and conditions to be
            mutually determined by the parties.

      2.    Removal of Manager with Respect to CHNLI IPAs. CHNLI and any
            independent practice association owned, controlled by, or affiliated
            with CHNLI, shall have the right, in its sole discretion, to
            terminate the Manager's management obligations to any independent
            practice association owned, controlled by, or affiliated with CHNLI
            on notice to the HMO Board and to the Manager without affecting the
            Management Fee payable to Manager by HMO.

      3.    Section 7.5 of Management Agreement. (a) Each of the parties hereto
            agrees to waive the first two sentences of Section 7.5 of the
            Management Services Agreement with respect to the independent
            practice associations referred to in Sections 1 and 2 of this
            Agreement.

            (b) The third sentence of Section 7.5 of the Management Services
            Agreement shall be deleted.

      4.    Counterparts. This Amendment may be executed in any number of
            counterparts, each of which shall constitute and original and all of
            which when taken together shall constitute one and the same
            document.

      5.    Governing Law. This Amendment shall be governed by and construed
            with the laws of the State of New York without giving effect to the
            conflict of laws provisions thereof.

      6.    Effective Date. This Amendment shall become effective on the date
            the PhyMatrix Management Agreement becomes effective. This Amendment
            shall have no force and effect if the PhyMatrix Management Agreement
            does not become effective for any reason.


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<PAGE>

      IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their authorized representative as of this ____ day of January, 1998.

                                           MDNY HOLDINGS, LLC

                                           By: /s/ David Weissberg
                                               ---------------------------------
                                               Name:  David Weissberg
                                               Title:

                                           MDNY HEALTHCARE, INC.

                                           By: /s/ Richard A. Radoccia
                                               ---------------------------------
                                               Name:  Richard A. Radoccia
                                               Title: CEO

                                           NEXTSTAGE HEALTHCARE MANAGEMENT OF
                                           NEW YORK, INC.

                                           By: /s/ Richard Radoccia
                                               ---------------------------------
                                               Name:  Richard Radoccia
                                               Title: President

                                           LONG ISLAND PHYSICIAN HOLDINGS,
                                           LLC

                                           By: /s/ David Weissberg
                                               ---------------------------------
                                               Name:   David Weissberg, M.D.
                                               Title:  President


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<PAGE>

                                       CATHOLIC HEALTHCARE NETWORK OF LONG
                                       ISLAND, INC.

                                       By: /s/ David Weisberg
                                           -------------------------------------
                                           Name:  David Weisberg
                                           Title:

                                       ISLAND PRACTICE ASSOCIATION I.P.A., INC.

                                       By: /s/ Rosario Romano
                                           -------------------------------------
                                           Name:  Rosario Romano M.D.
                                           Title: President IPA Inc.


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