<PAGE>

                                  United States
                       Securities and Exchange Commission
                              Washington, DC 20549

                                    Form 10-Q



           [X] Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                For the quarterly period ended September 30, 2001

                                       OR

     [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

               For the transition period from ________ to ________


                        Commission File Number 001-13460
                                               ---------


                        PhyAmerica Physician Group, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                             56-1379244
--------------------------------------------------------------------------------
(State or other jurisdiction of                                (IRS Employer
 Incorporation or organization)                            Identification   No.)

    2828 Croasdaile Drive, Durham, NC                               27705
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

                                 (919) 383-0355
                                 ---------------
               (Registrant's telephone number including area code)

                                      None
                                      ----
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past ninety (90) days.

            [X] Yes                               [ ] No

As of October 31, 2001 there were outstanding 43,694,987 shares of common stock,
par value $.01 per share.

<PAGE>

                        PHYAMERICA PHYSICIAN GROUP, INC.
                                      INDEX


PART I      FINANCIAL INFORMATION

Item 1.     Financial Statements

            Consolidated Balance Sheets at September 30, 2001 (unaudited) and
            December 31, 2000

            Unaudited Consolidated Statements of Operations:
                 Three months ended September 30, 2001 and 2000

            Unaudited Consolidated Statements of Operations
                  Nine months ended September 30, 2001 and 2000

            Unaudited Consolidated Condensed Statements of Cash Flows:
                 Nine months ended September 30, 2001 and 2000

            Notes to Consolidated Financial Statements (unaudited)


Item 2      Management's Discussion and Analysis of Financial Condition and
            Results of Operations


Item 3      Quantitative and Qualitative Disclosures About Market Risk



PART II     OTHER INFORMATION

Item 1      Legal Proceedings

Item 5      Other Information

Item 6      Exhibits and Other Reports



PART III    SIGNATURES

                                       2

<PAGE>

                                     PART I


Item 1

                        PHYAMERICA PHYSICIAN GROUP, INC.
                     Consolidated Balance Sheets - Unaudited
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                   September 30,       December 31,
                                                                       2001               2000
                                                                   -------------      -------------
<S>                                                                <C>                <C>
                              Assets
Current assets:
   Cash and cash equivalents                                       $       2,995      $          --
   Trade accounts receivable, net                                         23,753             32,514
   Reserves held by NCFE                                                  15,226             14,947
   Accounts receivable, other                                                657              1,301
   Receivables from related party                                             58                716
   Prepaid expenses and other current assets                               7,375              4,693
                                                                   -------------      -------------
Total current assets                                                      50,064             54,171
                                                                   -------------      -------------

Property and equipment, at cost, less accumulated depreciation            10,808             11,407
Excess of cost over fair value of net assets acquired, net                16,457             19,340
Other assets                                                               1,498              2,194
                                                                   -------------      -------------
Total assets                                                       $      78,827      $      87,112
                                                                   =============      =============

          Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
   Current maturities and other short-term borrowings              $       1,686      $       1,728
   Accounts payable                                                       26,966             28,957
   Accrued physician fees and medical costs                               16,636             18,054
   Accrued expenses                                                        8,566              7,211
                                                                   -------------      -------------
Total current liabilities                                                 53,854             55,950
                                                                   =============      =============

Long-term debt, excluding current maturities                             194,788            175,352
                                                                   -------------      -------------
Total liabilities                                                        248,642            231,302
                                                                   =============      =============

Shareholders' equity (deficit):
Series D convertible preferred stock: shares authorized 1,200;
no shares issued and outstanding
Additional paid-in capital preferred stock                                    --                 --

Common stock $.01 par value: shares authorized 100,000; shares               437                430
issued and outstanding 43,695 and 42,991, respectively
Additional paid-in capital                                               180,006            178,331
Common stock warrants                                                         --              1,675
Retained earnings (accumulated deficit)                                 (350,258)          (324,626)
                                                                   -------------      -------------
Total shareholders' equity (deficit)                                    (169,815)          (144,190)
                                                                   -------------      -------------
Total liabilities and shareholders' equity (deficit)               $      78,827      $      87,112
                                                                   =============      =============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3


<PAGE>

                        PHYAMERICA PHYSICIAN GROUP, INC.
                Consolidated Statements of Operations - Unaudited
                      (In thousands, except per share data)

                                             Three months ended
                                                September 30
                                           2001               2000
                                       -------------      -------------
                                                           (Restated)

Operating revenue, net                 $      84,752      $      81,800

Costs and expenses:
  Physician and other provider
  services                                    61,854             62,944
  Medical support services                    12,292             11,961
  Selling, general and
  administrative                              12,275             13,712
  Related party expense, net                     999                468
                                       -------------      -------------
Total costs and expenses                      87,420             89,085
                                       -------------      -------------

Operating loss                                (2,668)            (7,285)
                                       -------------      -------------

Other income (expense):
  Interest expense                            (5,395)            (4,377)
  Interest income                                 79                 23
  Other related party expense, net              (102)              (102)
  Other, net                                    (121)             1,222
                                       -------------      -------------
 Total other expense                          (5,539)            (3,234)
                                       -------------      -------------


Loss before income taxes                      (8,207)           (10,519)

Income taxes                                      --                 --
                                       -------------      -------------

Net loss                               $      (8,207)     $     (10,519)
                                       =============      =============

Net loss per common share:
Basic and diluted loss per share       $       (0.19)     $       (0.25)

Shares used to compute loss per
share, basic and diluted                      43,695             42,764


    See accompanying notes to consolidated financial statements.

                                       4

<PAGE>

                        PHYAMERICA PHYSICIAN GROUP, INC.
                Consolidated Statements of Operations - Unaudited
                      (In thousands, except per share data)

                                             Nine months ended
                                                September 30
                                           2001               2000
                                       -------------      -------------
                                                           (Restated)

Operating revenue, net                 $     251,282      $     241,278

Costs and expenses:
  Physician and other provider
  services                                   186,306            184,688
  Medical support services                    37,707             34,079
  Selling, general and
  administrative                              36,175             40,323
  Related party expense, net                   1,146              1,287
                                       -------------      -------------
Total costs and expenses                     261,334            260,377
                                       -------------      -------------

Operating loss                               (10,052)           (19,099)
                                       -------------      -------------

Other income (expense):
  Interest expense                           (15,996)           (12,321)
  Interest income                                314                 70
  Other related party expense, net              (141)              (304)
  Other, net                                     243              1,119
                                       -------------      -------------
 Total other expense                         (15,580)           (11,436)
                                       -------------      -------------


Loss before income taxes                     (25,632)           (30,535)

Income taxes                                      --                 --
                                       -------------      -------------

Net loss before cumulative effect            (25,632)           (30,535)
of change in accounting principle

Cumulative effect of change in                    --             (4,993)
accounting principle
                                       -------------      -------------
Net loss                               $     (25,632)     $     (35,528)
                                       =============      =============
Net loss per common share:
Basic and diluted loss per share       $        (.59)     $       (0.71)
Cumulative effect of change in
accounting principle                              --              (0.12)
                                       -------------      -------------
Net loss per share                     $        (.59)     $       (0.83)
                                       =============      =============
Shares used to compute loss per
share, basic and diluted                      43,576             42,656


    See accompanying notes to consolidated financial statements.

                                       5

<PAGE>

                        PHYAMERICA PHYSICIAN GROUP, INC.
           Consolidated Condensed Statements of Cash Flows - Unaudited
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                  Nine months Ended
                                                                     September 30,
                                                               2001               2000
                                                           -------------      -------------

<S>                                                        <C>                <C>
Net cash used in operating activities                      $     (14,659)     $     (23,954)
                                                           -------------      -------------

Cash flows from investing activities:
     Purchases of property and equipment, net                       (647)              (737)
     Acquisition of subsidiaries, net of cash acquired            (1,100)                --
                                                           -------------      -------------
     Net cash used in investing activities                        (1,747)              (737)
                                                           -------------      -------------


Cash flows from financing activities:
     Borrowings of long-term debt, net                            19,394             24,632
     Net proceeds from issuances of common stock                       7                 59
                                                           -------------      -------------
     Net cash provided by financing activities                    19,401             24,691
                                                           -------------      -------------
     Net increase in cash and cash equivalents                     2,995                 --
Cash and cash equivalents at beginning of year                        --                 --
                                                           -------------      -------------
Cash and cash equivalents at end of period                 $       2,995      $          --
                                                           -------------      -------------


Supplemental disclosures of cash flow information:

     Cash payments during the period for:
          Interest                                         $      15,997      $      12,731
          Income taxes                                                --                223
-------------------------------------------------------------------------------------------
</TABLE>

          See accompanying notes to Consolidated Financial Statements.

                                       6

<PAGE>

                        PHYAMERICA PHYSICIAN GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1) Basis of Presentation

The accompanying consolidated financial statements of PhyAmerica Physician
Group, Inc. (the "Company") are unaudited and, in the opinion of management,
include all adjustments which are necessary for a fair presentation in
accordance with accounting principles generally accepted in the United States of
America. The unaudited consolidated financial statements should be read in
conjunction with the Company's audited consolidated financial statements and the
notes thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2000. Operating results for the interim periods presented are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 2001. The Company has made certain reclassifications to
financial information as of and for the three and nine months ended September
30, 2000. Such reclassifications have no impact on net loss or total
shareholders' deficit. See Note 5 regarding restatement of the statements of
operations for the three and nine months ended September 30, 2000.

(2) Comprehensive Income

Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income", establishes rules for the reporting and display of comprehensive income
or loss and its components. This Statement requires that unrealized gains or
losses on the Company's available-for-sale securities be included in other
comprehensive income. For the quarters ended September 30, 2001 and 2000,
comprehensive income is equal to the Company's net loss.

(3) Recent Accounting Pronouncements

In September 2000, the FASB issued Statement of Financial Accounting Standards
No. 140 "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities ("A Replacement of FASB Statement 125") ("SFAS
140"). SFAS 140 provides the accounting and reporting guidance for transfers and
servicing of financial assets and extinguishments of liabilities. The
disclosures in SFAS 140 were effective for fiscal years ending after December
15, 2000. The adoption of SFAS 140 did not have a material impact on the
Company's financial condition or results from operations.

Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"). SFAS 133 requires entities to disclose information for
derivative financial instruments, and to recognize all derivatives as assets or
liabilities measured at fair value. The Company adopted this pronouncement and
it had no impact on its financial position or results of operations.

In July 2001, the Financial Accounting Standards Board issued SFAS no. 141,
"Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets."
Statement 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. Statement 141 also
specifies the criteria intangible assets acquired in a purchase method business
combination must meet to be recognized and reported apart from goodwill.
Statement 142 is effective for the Company beginning on January 1, 2002 and will
require that all goodwill and intangible assets with indefinite useful lives no
longer be amortized, but instead tested for impairment at least annually in
accordance with the provisions of Statement 142. Statement 142 will also require
that intangible assets with estimable useful lives be amortized over their
respective estimated useful lives to their estimated residual values, and
reviewed for impairment in accordance with SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". In
connection with Statement 142's transitional goodwill impairment evaluation, the
Statement will require the Company to perform an assessment of whether there

                                       7

<PAGE>

is an indication that goodwill is impaired as of the date of adoption. Any
transitional impairment loss will be recognized as the cumulative effect of a
change in accounting principle in the Company's statement of earnings. Because
of the extensive effort needed to comply with adopting Statements 141 and 142,
it is not practicable to reasonably estimate the impact of adopting these
Statements on the Company's financial statements at the date of this report,
including whether it will be required to recognize any transitional impairment
losses as the cumulative effect of a change in accounting principle.

In August 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 143 (SFAS No. 143), "Accounting for Asset
Retirement Obligations", which addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement cost. This standard requires the Company to record
the fair value of an asset retirement obligation as a liability in the period in
which it incurs a legal obligation associated with the retirement of tangible
long-lived assets that result for the acquisition, construction, development and
or normal use of the assets. The Company also is to record a corresponding
increase to the carrying amount of the related long-lived asset and to
depreciate that cost over the life of the asset. The liability is changed at the
end of each period to reflect the passage of time and changes in the estimated
future cash flows underlying the initial fair value measurement. This statement
is effective for fiscal years beginning after June 15, 2002. At this time, the
Company is assessing the impact of SFAS No. 143 on its financial condition and
results of operations.

In October 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 144 (SFAS No. 144), "Accounting
for the Impairment or Disposal of Long-Lived Assets", which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This standard provides guidance on differentiating between long-lived assets to
be held and used, long-lived assets to be disposed of other than by sale and
long-lived assets to be disposed of by sale. SFAS No. 144 supersedes FASB
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of".
SFAS No. 144 also supersedes Accounting Principles Board Opinion No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions". This statement is effective for fiscal years beginning
after December 15, 2001. At this time, the Company is assessing the impact of
SFAS No. 144 on its financial condition and results of operations.

(4) Segment Information

During the quarters ended September 30, 2001 and 2000, the Company had 4
reportable segments: Emergency Physician Management, Government Services,
Billing and Business Management Services and Divested Businesses. The Emergency
Physician Management Group contracts principally with hospitals to identify and
recruit physicians as candidates for admission to a client's medical staff and
to coordinate the on-going scheduling of independent contractor physicians who
provide clinical coverage in designated areas. While the Company also provides
Obstetrics, Gynecology and Pediatrics Emergency Physician Management, the
provision of contract management services to hospital emergency departments
represents the Company's principal hospital-based service. The Government
Services segment provides similar services to governmental agencies such as the
Department of Defense and state and local governments. The Billing and Business
Management Services segment provides support to independent contractor
physicians, independent practices and other health care practitioners. These
services are often provided as part of the Company's Emergency Physician
Management Group and are also marketed independently to unaffiliated providers.
Divested Businesses consist of 2 health plans, which were divested during 1998,
and the wrap up of businesses divested prior to 1998. The Company also has a
Corporate Group included in "All Other" that provides administrative services to
the operating segments. "All Other" also includes amounts related to
eliminations. As part of its evaluation of the carrying value of goodwill,
management recorded an adjustment to reduce goodwill by approximately $250,000
during the quarter ended June 30, 2001, which was recorded in the Emergency
Physician Management Segment.

                                       8

<PAGE>

                        Quarter ended September 30, 2001

<TABLE>
<CAPTION>
---------------------------------- ------------- ----------- ----------- ---------- ------------ ----------- ---------
                                   Emergency                                        Total
                                   Physician     Gov't                   Divested   Reportable   All
(In Thousands)                     Management    Services    Billing     Segments   Segments     Other       Totals
---------------------------------- ------------- ----------- ----------- ---------- ------------ ----------- ---------
<S>                                <C>           <C>         <C>         <C>        <C>          <C>         <C>
Revenue from external sources      $     72,936  $    5,660  $    6,156  $      --  $    84,752  $       --   $84,752
---------------------------------- ------------- ----------- ----------- ---------- ------------ ----------- ---------
Intersegment revenues                        --          --       6,950         --        6,950      (6,950)       --
---------------------------------- ------------- ----------- ----------- ---------- ------------ ----------- ---------
Interest expense                          4,892         322          --         --        5,214         181     5,395
---------------------------------- ------------- ----------- ----------- ---------- ------------ ----------- ---------
Depreciation and amortization             1,381           7         254         --        1,642          44     1,686
---------------------------------- ------------- ----------- ----------- ---------- ------------ ----------- ---------
Segment profit (loss)                    (7,668)       (237)      2,183         12       (5,710)     (2,497)   (8,207)
---------------------------------- ------------- ----------- ----------- ---------- ------------ ----------- ---------
Segment assets                           64,592       2,878       6,120      2,326       75,916       2,911    78,827
---------------------------------- ------------- ----------- ----------- ---------- ------------ ----------- ---------
</TABLE>

                   Quarter ended September 30, 2000 (Restated)
<TABLE>
<CAPTION>
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
                                   Emergency                                       Total
                                   Physician     Gov't                 Divested    Reportable   All
(In Thousands)                     Management    Services    Billing   Segments    Segments     Other       Totals
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
<S>                                <C>           <C>         <C>       <C>         <C>          <C>         <C>
Revenue from external sources            70,391       6,230     5,191  $       --       81,812         (12)   $81,800
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
Intersegment revenues                        --          --     6,303          --        6,303      (6,303)        --
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
Interest expense                          2,695       1,900        32          --        4,627        (250)     4,377
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
Depreciation and amortization             1,371           8       322          --        1,701          42      1,743
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
Segment profit (loss)                    (5,475)       (839)      297           5       (6,012)     (4,507)   (10,519)
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
Segment assets                           65,140       4,318     6,128       2,438       78,024       1,226     79,250
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
</TABLE>

                      Nine months ended September 30, 2001
<TABLE>
<CAPTION>
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
                                   Emergency                                       Total
                                   Physician     Gov't                 Divested    Reportable   All
(In Thousands)                     Management    Services    Billing   Segments    Segments     Other       Totals
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
<S>                                <C>           <C>         <C>       <C>         <C>          <C>         <C>
Revenue from external sources           216,309      16,609    18,364  $       --      251,282  $       --    251,282
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
Intersegment revenues                        --          --    21,724          --       21,724     (21,724)        --
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
Interest expense                         14,527         853        --          --       15,380         616     15,996
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
Depreciation and amortization             4,098          19       765          --        4,882         (29)     4,853
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
Segment profit (loss)                   (25,332)       (693)    6,713         (31)     (19,343)     (6,289)   (25,632)
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
Segment assets                           64,592       2,878     6,120       2,326       75,916       2,911     78,827
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
</TABLE>

                                       9

<PAGE>

                 Nine months ended September 30, 2000 (Restated)

<TABLE>
<CAPTION>
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
                                   Emergency                                       Total
                                   Physician     Gov't                 Divested    Reportable   All
(In Thousands)                     Management    Services    Billing   Segments    Segments     Other       Totals
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
<S>                                <C>           <C>         <C>       <C>         <C>          <C>         <C>
Revenue from external sources           210,660      15,358    15,295  $       --      241,313         (35) $ 241,278
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
Intersegment revenues                        --          --    19,784          --       19,784     (19,784)        --
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
Interest expense                          8,564       3,852       189          --       12,605        (284)    12,321
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
Depreciation and amortization             4,115          21       729           1        4,866         102      4,968
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
Segment profit (loss)                   (21,486)     (1,952)    3,403           5      (20,030)    (10,505)   (30,535)
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
Segment assets                           65,140       4,318     6,128       2,438       78,024       1,226     79,250
---------------------------------- ------------- ----------- --------- ----------- ------------ ----------- ----------
</TABLE>

(5) Revenue Recognition

    On December 3, 1999, the Securities and Exchange Commission ("the
Commission") issued Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements ("SAB 101"). SAB 101 summarizes certain views of the
Commission in applying accounting principles generally accepted in the United
States of America to revenue recognition in financial statements. SAB 101
provides interpretative guidance on unbilled accounts receivable and related
revenue recognition within the Company's industry. The Commission's guidance
required the accounting change to be adopted by the Company in the quarter ended
December 31, 2000 and reflected as a cumulative effect of a change in accounting
principle as of January 1, 2000. Therefore, consistent with the Commission's
guidance and changing industry practice for services provided under a percentage
of collections basis within its billing segment, the Company began recognizing
revenue at the time of collection on January 1, 2000. The impact of this change
in accounting principle was to increase the Company's net loss for 2000 by
approximately $5.0 million. The Statements of Operations for the quarter ended
September 30, 2000 have been restated to reflect the adoption of SAB 101. The
impact of restating the Statements of Operations for the quarter ended September
30, 2000 was to increase the Company's net loss for that quarter by
approximately $0.1 million. There is no effect on cash flow resulting from this
change. The impact for the nine month period ended September 30, 2000 was less
than $0.1 million.


(6) Shareholders' Equity (Deficit)

    In the first quarter of 2001, common stock and additional paid-in capital
increased $7,000 and $1.2 million respectively, due to the exercise of warrants.
In the second quarter of 2001, the remaining unexercised warrants expired. The
$0.4 million value ascribed to them at issuance was moved to Additional Paid-In
Capital.


(7) Litigation

    On March 23, 2000, two (2) stockholders filed a lawsuit styled Bosco, et al
v. Scott, et al in the U.S. District Court for the District of Delaware,
individually and on behalf of all those similarly situated, and derivatively as
stockholders of the Company, alleging various class claims and derivative claims
for relief, against the directors of the Company, the Company's senior lender
and its Chairman, and against the Company itself. The case was transferred to
the U.S. District Court for the Middle District of North Carolina on August 31,
2000. On August 21, 2001, following a mediation of this matter, the parties
reached a settlement of all matters in dispute in exchange for the payment of
$4.65 million. The settlement must be approved by the court. Following notice to
the class members and subject to final approval by the court, the settlement
funds will be distributed. The Company had previously recorded an accrual for
its uninsured portion of this claim, so this settlement did not have a material
impact on the Company's results of operations for the quarter ended September
30, 2001.

                                       10

<PAGE>

(8) Offer to Acquire Outstanding Common Stock

The Company's Chairman, Chief Executive Officer and majority shareholder, Steven
M. Scott, M.D., made a proposal dated November 6, 2000 to acquire, through a
cash out merger transaction, the approximately forty-three percent (43%) of the
Company's outstanding Common Stock that is not owned or controlled by him or his
family members or affiliates. The consummation of the offer would mean that
PhyAmerica would become a privately held company. The proposed offer price is
equivalent to $0.15 per share in cash or an aggregate price of approximately
$2.76 million.

    In response to the offer by Dr. Scott, the Company's Board of Directors
appointed three (3) outside Directors to a Special Committee to review and
evaluate the terms of the proposal and make a full recommendation to the Board.
The initial members of the Special Committee were Mr. Frederick Jinks, Mr. Ernie
Bacon and Mr. Charles Potter.All were current members of the Board at the time
of their appointment. The Special Committee engaged independent legal counsel
and independent financial advisors to advise it in connection with its review
and evaluation of the proposal. Subsequent to December 31, 2000, Mr. Jinks and
Mr. Potter resigned from the Board of Directors and the Special Committee.

    Based on the report of the independent financial advisor, the Special
Committee issued their report recommending that the Board of Directors accept
the offer of Dr. Scott. The Board of Directors, on the recommendation of the
Special Committee, approved the merger and the related merger agreement on
October 15, 2001. The consummation of this proposed transaction is subject to,
among other things, the approval of the merger agreement by the holders of a
majority of outstanding shares of the Company's common stock at a special
meeting of the shareholders.



Item 2

                        PHYAMERICA PHYSICIAN GROUP, INC.
                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations

RESULTS OF OPERATIONS

THIRD QUARTER ENDED SEPTEMBER 30, 2001 COMPARED TO THE THIRD QUARTER ENDED
SEPTEMBER 30, 2000


Operating Revenue, Net

      Net operating revenue in the third quarter of 2001 was $84.8 million, an
increase of $3.0 million, or 3.7%, from operating revenues of $81.8 million as
compared to the third quarter of 2000.

      The increase in the revenue of the core businesses was due to an increase
in the number of visits processed by the billing company, an overall increase in
collections for each occasion of service rendered in the Emergency Physician
Management Business and increased net revenue in the Government Services Group.
As compared to the same period a year ago, Emergency Physician Management
experienced an increase of approximately $1.9 million or 2.7% due primarily to
an increase in the collection rate used in the revenue accrual. The increase in
the collection rate resulted from a regular re-evaluation of the historical
collection rates for the active contracts. Government Services increased
approximately $1.0 million or 21%. Billing and Business Management net revenue
was essentially flat as compared to the same period in 2000.

                                       11

<PAGE>

Physician and Other Provider Services Costs and Expenses

      Physician and other provider services costs and expenses consist primarily
of fees paid to physicians and other health care providers. Physician and other
provider services costs and expenses decreased by approximately $1.0 million, or
1.6%, to approximately $61.9 million in the third quarter of 2001 from
approximately $62.9 million in the third quarter of 2000. This was due to
decreased expenses related to physician coverage during this quarter in the
Emergency Physician Management Business.


Medical Support Services Costs and Expenses

      Medical support services costs and expenses include all other direct costs
and expenses of practice management activities, as well as billing, collection
and Physician Business Management Services costs and expenses. Medical support
services costs and expenses increased by $0.3 million, or 2.8%, to $12.3 million
in the third quarter of 2001 from $12.0 million in the third quarter of 2000.
Expenses in this category remained level with those of this period last year.


Selling, General and Administrative Costs and Expenses

      Selling, general and administrative costs and expenses decreased by $1.4
million or 10.5%, to $12.3 million in the third quarter of 2001 from $13.7
million in the third quarter of 2000. The decline in this category was due to
decreases in a broad spectrum of expenses.

Related Party Income (Expense), Net

      Related party expense, net increased by $0.5 million to $1.0 million in
the third quarter of 2001 from $0.5 of expense in the third quarter of 2000.
This increase is primarily due to nonrecurring items in 2001.

Other Income (Expense)

        Other income (expense) increased $2.3 million to $5.5 million as
compared to the third quarter of 2000. The change was due primarily to a $1.0
million increase in interest expense and the receipt of a settlement of
litigation in the third quarter of 2000 that did not recur in 2001. The
increased interest expense, was due to a higher level of outstanding amounts of
debt incurred since the third quarter of 2000. The costs associated with the
sale of eligible accounts receivable in the third quarter of 2001 and 2000 have
been included in selling, general and administrative expenses.

Benefit (provision) for income taxes.

      There was no benefit (provision) for income taxes for the third quarter of
2001 and 2000. This is due to continued net operating losses.

Net Loss

      Primarily as a result of the foregoing, the Company reported a net loss of
approximately $8.2 million in the third quarter of 2001 compared to a net loss
of $10.5 million in the third quarter of 2000.


NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2000


Operating Revenue, Net

      Net operating revenue for the nine months ended September 30, 2001 was
$251.3 million, an increase of $10.0 million, or 4.1 %, from operating revenues
of $241.3 million as compared to the nine months ended September 2000.

                                       12

<PAGE>

      The increase in the revenue of the core businesses was due to an overall
increase in visits by location, an overall increase in collections for each
occasion of service rendered in the Emergency Physician Management Business and
increased net revenue in both the Government Services Group and in Billing and
Business Management Services. As compared to the same period a year ago,
Emergency Physician Management experienced an increase of approximately $5.6
million or 2.7% due to an increase in the historical collection rate as
previously noted as well as the addition of new business. Government Services
increased approximately $1.3 million or 8.1% and Billing and Business Management
increased by approximately $3.1 million or 20.0%.


Physician and Other Provider Services Costs and Expenses

      Physician and other provider services costs and expenses consist primarily
of fees paid to physicians and other health care providers. Physician and other
provider services costs and expenses increased by approximately $1.6 million, or
0.9% to approximately $186.3 million for the nine months ended September 30,
2001 from approximately $184.7 million for the nine months ended September 30,
2000. This was due to increased expenses related to other healthcare provider
coverage earlier in the year in the Emergency Physician Management Business and
increased expenses in the Government Services Group that resulted in the
generation of increased revenue.


Medical Support Services Costs and Expenses

      Medical support services costs and expenses include all other direct costs
and expenses of practice management activities, as well as billing, collection
and physician business management services costs and expenses. Medical support
services costs and expenses increased by $3.6 million, or 10.6%, to $37.7
million for the nine months ended September 30, 2001 from $34.1 million for the
nine months ended September 30, 2000. Medical malpractice expenses contributed
to the year to year increase.


Selling, General and Administrative Costs and Expenses

      Selling, general and administrative costs and expenses decreased by $4.1
million or 10.2%, to $36.2 million for the nine months ended September 30, 2001
from $40.3million for the nine months ended September 30, 2000. This is mainly
due to decreases in Selling, General and Administrative expenses in all segments
as well as a decrease in legal and consulting fees for the nine months ended
September 30, 2001 as compared to the nine months ended September 30 of 2000.


Related Party Income (Expense), Net

      Related party expense, was flat at $1.1 million, for the nine months ended
September 30, 2001 when compared to $1.3 million for the nine months ended
September 30, 2000.

                                       13

<PAGE>

Other Income (Expense)

      Other income (expense) increased by approximately $4.1 million to $15.6
million for the nine months ended September 30, 2001 as compared to the same
period in 2000. The change was due primarily to a $3.7 million increase in
interest expense, and receipt of a settlement of litigation in the third quarter
of 2000 that did not recur in 2001. The increased interest expense was due to a
higher level of outstanding debt incurred since the end of the third quarter in
2000.

Benefit (provision) for income taxes.

      There was no benefit (provision) for income taxes for the third quarter of
2001 and 2000. This is due to continued net operating losses.

Net Loss

      Primarily as a result of the foregoing, the Company reported a net loss of
approximately $25.6 million in the first nine months of 2001 compared to a net
loss of $35.5 million in the first nine months of 2000. The net loss in 2000
included $5.0 million related to the cumulative effect of a change in an
accounting principle, as further discussed in note 5.



LIQUIDITY AND CAPITAL RESOURCES

      The Company's primary financing source consists of 3 accounts receivable
sale programs with affiliates of National Century Financial Enterprises, Inc.
("NCFE"). Under these programs, NCFE purchases qualified receivables generated
by the Company or acquired by the Company from independent contractor
physicians. The proceeds from these sales are used to fund the Company's working
capital needs. One program purchases receivables generated by the hospital
contracts of the Company other than those acquired in the Sterling acquisition
(the "Coastal Program"), one program purchases receivables generated by the
hospital contracts acquired in the Sterling acquisition (the "Sterling
Program"), and a third program purchases receivables generated in the Government
Services Business (the "Government Program"). The Emergency Physician Management
business and the Government Services business have not been able to generate
sufficient receivables to sell to the programs to finance the ongoing working
capital needs of the Company. NCFE has supported the Company by funding the
purchase of receivables billed by the Company and those to be billed in the
future by the Company. As of September 30, 2001, the Company received $74
million related to billed receivables (which is reflected as a reduction of
trade accounts receivable, net) and approximately $187 million related to future
receivables. Financing related to the purchase of future receivables is
reflected as long-term debt in the accompanying financial statements. The
Sterling Program provides for the purchase of up to $95 million of receivables
and terminates on June 30, 2003. The Government Program provides for the
purchase of up to $50 million of receivables and terminates on June 30, 2002.
New Sale and Subservicing Agreements for the Coastal Program were signed
effective March 30, 2001. The new agreements increase the funding availability
to $150 million, fix the interest rate at 10.5% and extend the termination date
to June 30, 2004. Including the new agreements, the purchase commitment has been
increased to $295 million. Of the total purchase commitments of $295 million on
these facilities, there is approximately $34 million of remaining availability
for purchases as of September 30, 2001. As of September 30, 2001, NCFE held
approximately $52 million in reserves ($15.2 million of which relates to billed
receivables and $36.8 million of which relates to debt). These reserves are
account balances maintained by a Trustee, to allow for repurchase of
receivables, which may default or be underpaid by the insurance carriers.
Pursuant to the Sale Agreement, the Company pays a program fee ranging from
10.5% to 12.50% per annum on the outstanding amount of uncollected purchased
current and rights to future receivables.

      Under a separate loan and security agreement, an affiliate of NCFE has
agreed to provide the Company with a revolving line of credit of up to $20
million through July 31, 2002. Interest on outstanding amounts under this line
of credit is payable monthly at prime plus 3%. The line of credit is secured by
substantially all of the Company's assets, including pledges of the Common stock
of each of its subsidiaries. There is no outstanding balance as of September 30,
2001.

                                       14

<PAGE>

      The Company has met its cash requirements during the periods covered by
the accompanying consolidated financial statements through the sale of certain
existing and future accounts receivable, as more fully discussed below. The
Company's principal uses of cash have been to support operating activities. Net
cash used in operating activities decreased by $9.3 million, or 38.8%, for the
nine months ended September 30, 2001, to $14.7 million as compared to $24.0
million for the nine months ended September 30, 2000. The Company's net use of
cash to support operating activities resulted primarily from operating losses,
including medical costs of providers, administrative expenses, legal and
professional fees and information technology initiatives. Net cash used in
investing activities was $1.7 million for the nine months ended September 30,
2001. Net cash provided by financing activities decreased by $5.3 million, or
21.4%, to $19.4 million for the nine months ended September 30, 2001, from $24.7
million for the nine months ended September 30, 2000. During the nine months
ended September 30, 2001, the Company had net borrowings of $19.4 million as
compared to $24.6 million for the nine months ended September 30, 2000.

      The Company expects to satisfy its anticipated demands and commitments for
cash in the next six months from the amounts available under the various
agreements with NCFE discussed above, as well as a reduction in cash used in
operations. As part of its ongoing effort to improve cash flow, the Company
undertook a comprehensive review of all hospital contracts and operating units.
Underperforming contracts and operations were renegotiated or terminated. The
Company also remains committed to increasing the implementation of the Practice
Partners Program(C) for compensating the independent contract physicians.
Practice Partners links the compensation of the participants to the
profitability of the hospital contract. The Company implemented new budgeting
and financial control systems to better monitor performance by its various
departments. New business development continues to be a focal point of the
organization. The primary objectives of these programs are to improve cash flow
and slow the growth of our dependence on outside cash sources. If the Company is
unable to achieve these objectives, it will likely experience a material
decrease in liquidity which would cause the Company to increase its reliance on
financing under the revolving line of credit provided by an affiliate of NCFE.
Until the Company significantly improves cash flow, it will be dependent upon
the continued weekly purchases of eligible and rights to future accounts
receivable by NCFE and the line of credit provided by an affiliate of NCFE in
order to meet its obligations.

      For the foreseeable future, to continue as a going concern, the Company
will depend upon NCFE to fund its working capital needs either by purchases of
current and future accounts receivable or through the line of credit. The
Company's accounts receivables sales programs with NCFE have been extended to
June 30, 2002 and beyond. Management believes that NCFE will be able to fulfill
the Company's needs. The consolidated financial statements do not include any
adjustments to the financial statements that might be necessary should NCFE not
provide the necessary working capital or should the Company be unable to
continue as a going concern.


OTHER TRENDS AND UNCERTAINIES

      The healthcare industry has seen numerous consolidations and combinations
led by a number of major healthcare companies that continue to experience
financial difficulties. Many of those companies have embarked on divestiture
programs to eliminate unprofitable operations. The Company divested its non-core
businesses during 1997 and 1998, expanded its core business through the
acquisition of Sterling in 1999 and in 2000 focused its efforts on improving
operations, increasing revenue and decreasing costs. While there have been
improvements in operations within the Company's core business, the Company
continues to incur significant losses.

      Although the Company has continued its marketing efforts, the number of
new contracts obtained has been lower than that historically experienced by the
Company. Management attributes the reduced rate of new business development to
several factors, including increased competition from local and regional groups,
increased payment and reimbursement pressures on hospitals, consolidation and
closures involving client hospitals and the Company's financial condition. Since
the beginning of 2001, the Company has had a net decrease of ten contracts.
While the Company believes it has an excellent record in providing services, it
believes that its financial condition has been an impediment to the awarding of
new contracts that it would otherwise have received. Hospital administrators
have expressed concerns about awarding and renewing contracts both as to
operational ability and financial viability of companies operating in the
Company's industry. The Company believes its success is dependent upon retaining
and renewing existing contracts, terminating poorly performing contracts and
obtaining new hospital contracts.

                                       15

<PAGE>

      The Emergency Physician Management Business is under pressure
industry-wide as government reimbursement programs and private insurance
programs seek to contain and reduce medical costs at the same time that the
costs of delivering those services continue to rise. In late March 1997, the
Health Care Financing Administration ("HCFA") indicated that it would no longer
allow companies to obtain group provider numbers to bill Medicare claims for
services rendered by their independent contractor physicians. The Company took
steps to individually enroll the independent contractor physicians and to modify
the contractual arrangement with independent contractor physicians in order to
comply with HCFA's interpretation of the reimbursement regulations. Efforts to
individually enroll the independent contractor physicians depend upon their
cooperation.

      Prior to July 1999, Sterling Healthcare Group, Inc. was also subject to
these enrollment requirements, but had not completed the individual enrollment
of its independent contractor physicians. Effective with the Company's
acquisition of certain of the contracts and assets used in the operations of
Sterling Healthcare Group, Inc. ("Sterling Acquisition"), the US Bankruptcy
Court issued orders that allowed the Company additional time to individually
enroll the physicians, to continue to bill and collect using group provider
numbers and to enter into new contractual arrangements with the former Sterling
independent contractor physicians in order to comply with HCFA's interpretation
of the reimbursement regulations. The Company continues to make progress in the
re-enrollment process for the former Sterling independent contractors in order
to bring their enrollment into compliance with HCFA's requirements. Although the
Court Orders have provided the Company some assurances that the independent
contractors will be reimbursed for their services, some delays in reimbursement
may occur and the Company may incur additional costs to complete this process;
however, the full financial impact is not known at this time.

      In certain states, the interpretation of laws prohibiting a corporation
from providing medical care may apply to the Company's business. This affects
the ability to contract directly with a hospital to provide services. In those
states, the Company forms a professional corporation or professional association
("PC/PA") to contract with the hospital. Generally, the PC/PA has a sole
shareholder who is a physician and, in most cases, is a Company shareholder,
employee or officer. The PC/PA, as well as the sole shareholder of the PC/PA,
enters into a share transfer agreement with the Company that allows the Company,
among other things, to change the sole shareholder at the Company's will with no
more than a nominal cost and no significant adverse impact on the Company or the
PC/PA. The PC/PA also contracts with the Company via a services agreement for
various management services such as physician scheduling, making disbursements
to physicians and vendors, or providing accounting and tax services, etc. In
exchange for these services, the PC/PA assigns all accounts receivable to the
Company. The Company has evaluated these standardized agreements including their
provisions as to the 10-year term of the contractual relationship and
termination provisions. Based on these provisions, as well as the Company's
control established through the share transfer agreements, and the Company's
ability to reset the financial terms of the services agreements at will, the
Company believes that these standardized agreements meet the criteria contained
in Emerging Issues Task Force Consensus 97-2 "Application of APB Opinion No. 16,
Business Combinations, and FASB Statement No. 94, Consolidation of All
Majority-Owned Subsidiaries, to Physician Practice Management Entities and
Certain Other Entities with Contractual Arrangements" that require
consolidation.

      Successful competition in the industry will increasingly require better
information systems to rapidly provide more data and analysis related to the
practice of emergency medicine. The Company continues to evaluate statistical
analysis software, scanning technology and expanded electronic claims submission
and remittance processing to reduce use of paper charts and claims and to speed
up the claims reimbursement process. Increased use of information technology may
result in increased costs as the Company continues to evaluate and implement
technology products available in the market.

      The Company has attempted to stabilize its labor force, limit the use of
temporary personnel and non-physician independent contractors and minimize
professional fees. Sterling's headquarters office in Miami, FL was closed in
January 2000 and functions were transferred to the Corporate Office in Durham,
NC. During 2000 and during the first nine months of 2001, some regional offices
were closed, consolidated or reduced in size. Various administrative and support
functions historically provided by the Corporate Office in Durham, NC have been
significantly reduced, eliminated completely or redeployed to the operating
companies requiring those functions.

      Developments in the healthcare industry are also expected to continue to
impact the Company's financial performance and operating strategy. These
developments include trends of medical expenses in HMOs and other

                                       16

<PAGE>

businesses where the risk of higher medical costs is assumed, as well as
changing levels of utilization in hospital-based and clinic operations. The
Company may experience a reduction in visits as a result of utilization policies
of managed care plans. Additionally, the Company will continue to be subject to
changes in premiums and levels of reimbursement from payers including HMOs,
insurance companies, Medicare and Medicaid.

      Because the Company bills for a large number of emergency medicine visits,
it will always be subject to changes in premiums and levels of reimbursement
from payers including HMOs, insurance companies, Medicare and Medicaid. Efforts
by Medicare and Medicaid to reduce costs, including costs incurred due to
inaccurate or fraudulent billing practices, continue to be an area of exposure
to all organizations that render medical services reimbursed under these
programs. The Company maintains compliance programs and procedures in order to
help discover and address any billing practices that may not comply with
Medicare regulations. However, the Company may undergo audits similar to those
that have been initiated against other healthcare providers and billing
companies. While no audits have been initiated against the Company, there can be
no assurance that the Company's billing procedures, if subjected to such an
audit, would be found to comply with all applicable regulatory requirements.


Item 3


Quantitative and Qualitative Disclosures About Market Risk.

The table below provides quantitative disclosure information about the Company's
market risk sensitive instruments as of September 30, 2001 and December 31,
2000. The market risk sensitive instruments are categorized as instruments
entered into for other than trading purposes. The Company's primary market risk
exposure is associated with debt obligations arising from 3 accounts receivable
sale programs with affiliates of NCFE. These debt obligations are maintained at
fixed interest rates. The details on how these programs are managed are
described in the preceding section on Liquidity and Capital Resources. The
information is presented in U.S. dollar equivalents, which is the Company's
reporting currency.

                                             Liabilities
                               --------------------------------------
                               September 30, 2001    December 31, 2000
                               --------------------------------------
   Long-term Debt
       Fixed Rate              194,788               $175,352
       Weighted Average
       Interest Rate             11.00%                 11.29%


      Forward-looking Information or Statements: Except for statements of
historical fact, statements made herein are forward-looking in nature and are
inherently subject to uncertainties. The actual results of the Company may
differ materially from those reflected in the forward-looking statements based
on a number of important risk factors, including, but not limited to: the level
and timing of improvements in the operations of the Company's businesses; the
possibility that the Company may not be able to improve operations as planned;
the inability to obtain continued and/or additional necessary working capital
financing as needed; and other important factors discussed above under "Other
Trends and Uncertainties" and disclosed from time to time in the Company's Form
10-K, Form 10-Q's and other periodic reports filed with the Securities and
Exchange Commission.

                                       17

<PAGE>

                                     PART II

OTHER INFORMATION
-----------------


Item 1 - Legal Proceedings
--------------------------

   On March 23, 2000, two (2) stockholders filed a lawsuit styled Bosco, et al
v. Scott, et al in the U.S. District Court for the District of Delaware,
individually and on behalf of all those similarly situated, and derivatively as
stockholders of the Company, alleging various class claims and derivative claims
for relief, against the directors of the Company, the Company's senior lender
and its Chairman, and against the Company itself. The case was transferred to
the U.S. District Court for the Middle District of North Carolina on August 31,
2000. On August 21, 2001, following a mediation of this matter, the parties
reached a settlement of all matters in dispute in exchange for the payment of
$4.65 million. The settlement must be approved by the court. Following notice to
the class members and subject to final approval by the court, the settlement
funds will be distributed. The Company had previously recorded an accrual for
its uninsured portion of this claim, so this settlement did not have a material
impact on the Company's results of operations for the quarter ended September
30, 2001.



Item 5 - Other Information


   The Company's Chairman, Chief Executive Officer and majority shareholder,
Steven M. Scott, M.D., made a proposal dated November 6, 2000 to acquire,
through a cash out merger transaction, the approximately forty-three percent
(43%) of the Company's outstanding Common Stock that is not owned or controlled
by him or his family members or affiliates. The consummation of the offer would
mean that PhyAmerica would become a privately held company. The proposed offer
price is equivalent to $0.15 per share in cash or an aggregate price of
approximately $2.76 million.

   In response to the offer by Dr. Scott, the Company's Board of Directors
appointed three (3) outside Directors to a Special Committee to review and
evaluate the terms of the proposal and make a full recommendation to the Board.
The initial members of the Special Committee were Mr. Frederick Jinks, Mr. Ernie
Bacon and Mr. Charles Potter.All were current members of the Board at the time
of their appointment. The Special Committee engaged independent legal counsel
and independent financial advisors to advise it in connection with its review
and evaluation of the proposal. Subsequent to December 31, 2000, Mr. Jinks and
Mr. Potter resigned from the Board of Directors and the Special Committee.

   Based on the report of the independent financial advisor, the Special
Committee issued their report recommending that the Board of Directors accept
the offer of Dr. Scott. The Board of Directors, on the recommendation of the
Special Committee, approved the merger and the related merger agreement on
October 15, 2001. The consummation of this proposed transaction is subject to,
among other things, the approval of the merger agreement by the holders of a
majority of outstanding shares of the Company's common stock at a special
meeting of the shareholders.

                                       18

<PAGE>

Item 6. - Exhibits and Reports on Form 8-K



(a)   Exhibits
      --------

Exhibit
Number                          Description
------------------------------------------------------------------------------

10.1      Employment Agreement By and Between PhyAmerica Physician Group, Inc.
          and Marc V. Weiner.  Dated June 1, 2001.

10.2      Employment Agreement By and Between PhyAmerica Physician Group, Inc.
          and Stanley K. Haines.  Dated July 25, 2001.



(b)   Reports on Form 8-K
      -------------------

      None
------------------------------------------------------------------------------


                                       19


<PAGE>

                                    PART III

SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.

PHYAMERICA PHYSICIAN GROUP, INC.
--------------------------------
         (Registrant)

Name                              Title                         Date
-------------------------------------------------------------------------------


/S/ Steven M. Scott, M.D.
-------------------------
Steven M. Scott, M.D.     Chairman of the Board of         November 14,
                          Directors                        2001
                          President and Chief Executive
                          Officer


/S/ Stanley K. Haines
-------------------------
Stanley K. Haines         Executive Vice President,        November 14,
                          Chief Financial Officer          2001


                                       20

<PAGE>


                                 EXHIBIT INDEX
                                 -------------



Exhibit
Number                          Description
------------------------------------------------------------------------------

10.1      Employment Agreement By and Between PhyAmerica Physician Group, Inc.
          and Marc V. Weiner.  Dated June 1, 2001.

10.2      Employment Agreement By and Between PhyAmerica Physician Group, Inc.
          and Stanley K. Haines.  Dated July 25, 2001.