SECOND AMENDMENT
                                       to
                                CREDIT AGREEMENT



                                      among

                          BMJ MEDICAL MANAGEMENT, INC.
                                   as Borrower



                            THE LENDERS NAMED HEREIN
                                       and
                        PARIBAS, as Agent for the Lenders


                          Dated as of September 3, 1998




<PAGE>



                                SECOND AMENDMENT
                                       to
                                CREDIT AGREEMENT



        THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of September 3, 1998, is executed and entered into by and among BMJ Medical
Management, Inc., a Delaware corporation (the "Borrower"), the Lenders set forth
on the signature pages hereof, and Paribas, in its capacity as agent for the
Lenders (the "Agent").

                                    RECITALS:

                  A. The Borrower, the Lenders and the Agent are parties to that
certain Credit Agreement dated June 30, 1998 as amended as of July 20, 1998.
(hereinafter called the "Agreement"; terms defined by the Agreement, where used
in this Amendment, shall have the same meanings herein as are prescribed by the
Agreement),

                  B. The Borrower, the Lenders and the Agent have agreed to
amend the Agreement as provided hereinbelow.

                  NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:

                  Section 1. Section References. Unless otherwise expressly 
stated herein, all Section references herein shall refer to Sections of the 
Agreement.

                  Section 2. Amendment to Section 2.1 ("Tranche A Loans"). 
Section 2.1 is hereby amended to replace "$25,000,000" with "$20,000,000 in the
first sentence of such section.

                  Section 3. Amendment to Section 2.3 ("Revolving Loans").
Section 2.3 is hereby amended to replace "$10,000,000" with "$15,000,000" in the
second sentence of such section.                                           

                  Section 4. Amendment to Section 5.13 ("Use of Proceeds"). 
Clause (iii) of the third sentence of Section 5.13 is hereby amended to add the 
words "and/or finance" after "to acquire", with the remainder of such section
remaining unchanged.


                                       2

<PAGE>                                                                         

                  Section 5. Amendment to Schedule 1. Schedule 1 is hereby 
deleted in its entirety and replaced with Schedule 1 attached hereto.

                  Section 6. Conditions Precedent. The effectiveness of this 
Amendment is subject to the satisfaction of each of the following conditions
precedent:

                  (a) The Agent shall have received all of the following, each 
dated the date of this Amendment (unless otherwise indicated), in form and 
substance satisfactory to the Agent:

                       (i) Amendment Documents. This Amendment and any other
         instrument, document or certificate required by the Agent to be
         executed or delivered by the Borrower or any other Person in connection
         with this Amendment, duly executed by such Persons (the "Amendment
         Documents");

                       (ii) Resolutions. Resolutions of the board of directors
         of the Borrower, certified by its Secretary or Assistant Secretary,
         which authorize the execution, delivery and performance by the Borrower
         of this Amendment and the other Amendment Documents to which the
         Borrower is or is to be a party hereunder;

                       (iii) Consent of Required Lenders. The written consent of
         the Required Lenders to this Amendment; and

                       (iv) Additional Information. The Agent shall have
         received such additional documents, instruments and information as the
         Agent may reasonably request to effect the transactions contemplated
         hereby.

                  (b) The representations and warranties contained herein and in
the Agreement shall be true and correct as of the date hereof as if made on the 
date hereof (except for those which by their terms specifically refer to a
different date).

                  (c) All corporate proceedings taken in connection with the 
transactions contemplated by this Amendment and all other agreements, documents 
and instruments executed and/or delivered pursuant hereto, and all legal matters
incident thereto, shall be satisfactory to the Agent.


                                       3

<PAGE>

                  (d) No Default or Event of Default shall have occurred and
be continuing.

                  Section 7. Representations and Warranties. The Borrower hereby
represents and warrants to the Agent and the Lenders that as of the date of and
after giving effect to this Amendment, (a) the execution, delivery and
performance of this Amendment and any and all other Amendment Documents executed
and/or delivered in connection herewith have been authorized by all requisite
corporate action on the part of the Borrower and will not violate the Borrower's
certificate of incorporation or bylaws, (b) all representations and warranties
set forth in the Agreement and in any other Loan Document are true and correct
as if made again on and as of such date (except those, if any, which by their
terms specifically relate only to a different date), (c) no Default or Event of
Default has occurred and is continuing, and (d) the Agreement (as amended by
this Amendment), and all other Loan Documents are and remain legal, valid,
binding and enforceable obligations in accordance with the terms thereof.

                  Section 8. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan Document
shall survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by the Agent or the Lenders, or any closing,
shall affect the representations and warranties or the right of the Agent and
the Lenders to rely upon them.

                  Section 9. Reference to Agreement. Each of the Loan Documents,
including the Agreement, and any and all other agreements, documents or
instruments now or hereafter executed and/or delivered pursuant to the terms
hereof or pursuant to the terms of the Agreement as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Agreement, whether
direct or indirect, shall mean a reference to the Agreement as amended hereby.

                  Section 10. Governing Law. This Amendment shall be deemed to 
be a contract made under and governed by and construed in accordance with the
internal laws (as opposed to the conflicts of laws provisions) of the State of
New York.

                  Section 11. Execution.  This Amendment may be executed in 
counterparts, each of which shall be an original and all of which, collectively,
shall constitute one instrument.  Although for convenience this Amendment is 
dated as of

                                       4
                           
<PAGE>

the date first above written, the actual date of execution hereof by the parties
hereto is the date set forth on the signature page hereto, and this Amendment
shall be effective on, and shall not be binding upon the Borrower, the Lenders
or the Agent until, the delivery of this Amendment.


                            [signature pages follow]



                                       5

<PAGE>

                IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their officers hereunder duly authorized as of
the date first above written.


                                        BMJ MEDICAL MANAGEMENT,
                                        INC., as the Borrower


                                        By: /s/ DAVID H. FATER
                                           -----------------------------------
                                        Name: DAVID H. FATER
                                        Title: Executive Vice President and CFO


                                       S-1


<PAGE>


                                        PARIBAS, as Agent and as Lender


                                        By: /s/ CLARE BAILHE
                                           -----------------------------------
                                        Name: CLARE BAILHE
                                        Title: DIRECTOR



                                        By: /s/ SEAN T. CONION
                                           -----------------------------------
                                        Name: SEAN T. CONION
                                        Title: DIRECTOR




                                       S-2
<PAGE>


                                        FLEET CAPITAL CORPORATION, as
                                        a Lender


                                        By: /s/ JAMES J. KARVOWSKY
                                           -----------------------------------
                                        Name: JAMES J. KARVOWSKY
                                        Title: VICE PRESIDENT



                                       S-3
<PAGE>


                                        THE ING CAPITAL SENIOR SECURED
                                        HIGH INCOME FUND, L.P.
                                        as a Lender


                                        By: ING Capital Advisors, Inc. as 
                                            Investment Advisor
                                        

                                        By: /s/ Helen Y. Rhee
                                           -----------------------------------
                                        Name: Helen Y. Rhee
                                        Title: Vice President & Portfolio
                                               Manager


                                      S-4
<PAGE>



                                        SILICON VALLEY BANK, as a
                                        Lender


                                        By: /s/ Kittridge Chamberlain 
                                           -----------------------------------
                                        Name: Kittridge Chamberlain
                                        Title: Senior Vice President



                                      S-5
                                
<PAGE>


                                                                  Schedule 1 to
                                                               Credit Agreement
                                                               ----------------

                             Lenders and Commitments
                             -----------------------
<TABLE>
<CAPTION>

                                         Revolving           Tranche A            Tranche B    
Name of Lender                           Commitment          Commitment           Commitment          
--------------                           ----------          ----------           ----------
          
<S>                                     <C>                  <C>                  <C>       
Paribas                                 $5,565,000           $7,435,000           $5,000,000


Fleet Capital
Corporation                             $5,145,000           $6,855,000           $3,000,000


The ING Capital
Senior Secured
High Income Fund,
L.P.                                    $        0           $        0          $10,000,000


Silicon Valley Bank                     $4,290,000           $5,710,000           $2,000,000

         
Paribas Capital Funding LLC             $        0           $        0           $5,000,000

</TABLE>