FIRST AMENDMENT
                                       to
                                CREDIT AGREEMENT



                                     between
                          BMJ MEDICAL MANAGEMENT, INC.
                            THE LENDERS NAMED HEREIN
                                       and
                                PARIBAS, as Agent


                           Dated as of July 20, 1998

<PAGE>
                                FIRST AMENDMENT
                                       to
                                CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO CREDIT AGREEMENT ("Amendment"), dated as of
July 20, 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 Lender's
(the "Agent").

                                    RECITALS:

                  A. The Borrower, the Lenders and the Agent are parties to that
certain Credit Agreement dated June 30, 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 Definition of "Consolidated Interest
Expense".  The definition of "Consolidated Interest Expense" contained in
Section 1.1 is hereby amended to read in its entirety as follows:

                  "Consolidated Interest Expense" shall mean, for any fiscal
         period of the Borrower, the total interest expense (including, without
         limitation, interest expense attributable to Capitalized Leases in
         accordance with GAAP, amortization or write-off of debt discount and
         debt issuance costs and commissions, other discounts and other fees
         associated with Indebtedness (including the Loans) and the net amount
         payable (or plus the net amount receivable) under interest rate
         protection agreements) of the Borrower and its Subsidiaries for such
         period determined on a consolidated basis in accordance with GAAP;
         provided that (i) Consolidated Interest Expense for each of the fiscal
         quarters



                                       2
<PAGE>

         ending June 30, 1998, September 30, 1998, December 31, 1998,
         March 3 1, 1999 and June 30, 1999 shall be calculated by multiplying
         the actual Consolidated Interest Expense for such fiscal quarter by
         four (4); (ii) Consolidated Interest Expense for the fiscal quarter
         ending September 30, 1999 shall be calculated by multiplying the actual
         Consolidated Interest Expense for the fiscal quarters ending June 30
         and September 30, 1999 by two (2); (iii) Consolidated Interest Expense
         for the fiscal quarter ending December 3 1, 1999 shall be calculated by
         multiplying the actual Consolidated Interest Expense for the fiscal
         quarters ending June 30, September 30 and December 31, 1999 by
         four-thirds (4/3); and (iv) Consolidated Interest Expense for each
         fiscal quarter thereafter shall be the actual Consolidated Interest
         Expense for the last four fiscal quarters then ended.

                  Section 3. Amendment to Definition of "Pro Forma Consolidated 
EBITDA". The definition of "Pro Forma Consolidated EBITDA" contained in Section 
1.1 is hereby amended to read in its entirety as follows:


                  "Pro Forma Consolidated EBITDA" for any period shall mean
         Consolidated EBITDA for such period, calculated in accordance with the
         following:

                  (A) (i) Pro Forma Consolidated EBITDA for each of the fiscal
         quarters ending June 30, 1998, September 30, 1998, December 31, 1998,
         March 31, 1999 and June 30, 1999 shall be calculated by multiplying the
         actual Consolidated EBITDA for such fiscal quarter by four (4); (ii)
         Pro Forma Consolidated EBITDA for the fiscal quarter ending September
         30, 1999 shall be calculated by multiplying the actual Consolidated
         EBITDA for the fiscal quarters ending June 30 and September 30, 1999 by
         two (2); (iii) Pro Forma Consolidated EBITDA for the fiscal quarter,
         ending December 3 1, 1999 shall be calculated by multiplying the actual
         Consolidated EBITDA for the fiscal quarters ending June 30, September
         30 and December 31, 1999 by four-thirds (4/3); and (iv) Pro Forma
         Consolidated EBITDA for each fiscal quarter thereafter shall be the
         actual Consolidated EBITDA for the last four fiscal quarters then
         ended; and

                  (B) Pro Forma Consolidated EBITDA for any Affiliated Medical
         Entity acquired prior to the last day of any of the fiscal periods
         which form the basis of the calculation pursuant to clause (A) above
         shall be calculated as set forth on Schedule B. The amount so
         determined shall be added to the


                                       3
<PAGE>

         annualized Consolidated EBITDA determined in accordance with
         clause (A) above.

                  Section 4. Amendment of Schedule B. Schedule B is hereby 
deleted in its entirety and replaced with Schedule B attached hereto.


                  Section 5. Amendment to Section 6. 1 (a) ("Leverage Ratio"),
Section 6. 1 (a) is hereby amended to read in its entirety as follows:


                  (a) Leverage Ratio. The Borrower shall not permit the ratio of
         Consolidated Total Indebtedness to Pro Forma Consolidated EBITDA (the
         "Leverage Ratio") to exceed, at the end of any fiscal quarter ending
         during any period listed below, the ratio set forth opposite such
         period:

                  Period                              Ratio            
                  ------                              -----            
         Closing Date to and including                                 
         June 30, 2000                               4.00:1.0          
         July 1, 2000 to and including                                 
         June 30, 2001                               3.50:1.0          
         At any time after June 30, 2001             3.00:1.0          
                                                                       
         
                  Section 6. Amendment to Section 6. 1 (b) ("Interest Coverage
Ratio").  Section 6. 1 (b) is hereby amended to read in its entirety as follows:

                  (b) Interest Coverage Ratio. The Borrower shall not permit the
         ratio of Pro Forma Consolidated EBITDA to Consolidated Interest Expense
         for any fiscal quarter ending during any period listed below, to be
         less than the ratio set forth opposite such period:

                  Period                               Ratio         
                  ------                               -----         
         Closing Date to and including                               
         March 31, 1999                               2.50:1.0       
         April 1, 1999 to and including                              
         March 31, 2000                               2.75:1.0       
         At any time after March 31, 2000             3.00:1.0       
                                                                     

                  Section 7. Conditions Precedent.  The effectiveness of this 
Amendment is subject to the satisfaction of each of the following conditions
precedent:
                                       4

<PAGE>

                  (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.

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

                  Section 8. 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 

                                       5
<PAGE>

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 9. 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 fight of the Agent and
the Lenders to rely upon them.

                  Section 1O. 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 11. 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 12. 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 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.


                                       6

<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



                                       7


<PAGE>


                                        PARIBAS, as Agent and as Lender


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



                                        By: /s/ DON UNRUH
                                           -----------------------------------
                                        Name: DON UNRUH
                                        Title: Vice President

                                     

                                        8

<PAGE>


                                        FLEET CAPITAL CORPORATION, as
                                        a Lender



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


                                        9

<PAGE>


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


                                        By: ING Capital Advisors, Inc., as
                                        Investment Advisor


                                        By: /S/ Michael D. Hatley
                                           -----------------------------------
                                        Name:  Michael D. Hatley
                                        Title: Senior Vice President



                                       10

<PAGE>

                                        SILICON VALLEY BANK, as a
                                        Lender


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



                                       11

<PAGE>

                                   Schedule B

                         Partial Period Pro Forma EBITDA


Quarters ending 6/30/98, 9/30/98, 12/31/98, 3/31/99 and 6/30/99

         CR * 1/12 * NQ * 0.85 * Relevant Management Fee Percentage* 4

CR = collected revenues during the 12-month period prior to acquisition 
NQ = number of months in relevant quarter during which the Medical Group was not
     affiliated
Relevant Management Fee Percentage = the management fee percentage payable to 
     the Borrower pursuant to the Management Services Agreement applicable to 
     the Affiliated Medical Group


Quarter ending 9/30/99

         CR * 1/12 * N6 * 0.85 * Relevant Management Fee Percentage * 2

N6 = number of months in six month period ending 9/30/99 during which the
       Medical Group was not affiliated


Quarter ending 12/31/99

         CR * 1/12 * N9 * 0.85 * Relevant Management Fee Percentage * 4/3

N9 = number of months in nine month period ending 12/31/99 during which the
       Medical Group was not affiliated


All quarters after 12/31/99

         CR * 1/12 * N12 * 0.85 * Relevant Management Fee Percentage

N12 =  number of months in twelve month period ending on the last day of each
       quarter during which the Medical Group was not affiliated