EXHIBIT 10.12


                                SECOND AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT



         THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made
and entered into effective as of January 1, 2001 by and between HEALTHCARE
BUSINESS RESOURCES, INC., a North Carolina corporation ("Employer" or "HBR"), a
wholly owned subsidiary of PhyAmerica Physician Group, Inc., a Delaware
corporation (the "Company") and EDWARD L. SUGGS, JR. ("Employee").

                              W I T N E S S E T H:

         WHEREAS, Employer and Employee have previously entered into an
employment agreement dated March 1, 1997, as amended by that certain First
Amendment to Employment Agreement dated January 1, 2000 (collectively the
"Agreement") under which Employee is currently employed by Employer; and

         WHEREAS, compensation under the Agreement is set for each calendar year
during the term of the Agreement by agreement of Employer and Employee, and the
Employer and Employee have agreed upon the compensation arrangements for
calendar year 2001 and now desire to substitute the attached Exhibit A as
Exhibit A to the Agreement effective as of January 1, 2001;

         NOW, THEREFORE, in consideration of the terms and conditions set forth
in this Amendment, the parties hereby agree that the Agreement is hereby
modified as follows:

1.   Replacement of Exhibit A. Exhibit A, Compensation, attached to the
     Agreement is hereby replaced by the Exhibit A dated January 1, 2001 and
     attached to this Amendment.

2.   This Amendment shall be an amendment and modification to the Agreement and
     shall become part of the Agreement and employment arrangement between
     Employee and Employer from and after the date of this Amendment. All
     capitalized terms not defined herein shall have the same meaning as set
     forth in the Agreement. Any conflict between terms of this Amendment and
     the Agreement will be resolved in favor of this Amendment. Except as
     amended herein, all terms of the Agreement shall remain in full force and
     effect.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.



HEALTHCARE BUSINESS
RESOURCES, INC.




By:_____________________________    _____________________________(SEAL)
Its:_____________________________               Edward L/ Suggs, Jr.

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                                    EXHIBIT A
                                    ---------


                                  Compensation
                                  ------------


                                 January 1, 2001

1.   Base Salary. For services provided as an employee of Employer, Employee
     shall receive a base salary of $260,000 per annum (the "Base Salary")
     payable in accordance with Employer's current payroll practices. The Base
     Salary shall be subject to annual review and adjustment as of each January
     1, with the next review and adjustment to be effective January 1, 2002.

2.   Incentive Bonus. For calendar year 2001, Employee shall be entitled to an
     incentive or performance bonus (the "Incentive Bonus") of up to 40% of
     annual Base Salary, based on the following:

     (a.) Employee must be employed by Employer on the last day of the measuring
          period for the incentive performance bonus (the last day of the
          calendar quarter for quarterly incentives and the last day of the
          calendar year for annual incentives) unless Employee's employment has
          been terminated (i) by Employer without cause under Section 12(a),
          (ii) by death or disability of Employee under Section 12(d) where such
          death or disability occurs within the last 4 months of 2001 or (iii)
          by Employee because of a material breach by Employer.

     (b.) Employee's Incentive Bonus shall be based on the following criteria,
          subject to a cap of 40% of annual Base Salary as previously indicated:

          (i)   2.5% of Base Salary for each calendar quarter (up to a total of
                10% of Base Salary per year) in which the net operating profit
                for HBR equals or exceeds budgeted net operating profit, as per
                the budgets approved by the Company's Board of Directors. The
                annual budgeted net operating profit for HBR is $5,781,810, and
                is $1,729,877 for the 1st quarter, $1,574,809 for the 2nd
                quarter, $1,297,172 for the 3rd quarter and $1,179,952 for the
                4th quarter. Any quarter in which the incentive target is missed
                may be made up if the cumulative target for the year to date
                period is achieved.

          (ii)  2.5% of Base Salary for each calendar quarter (up to a total of
                5% of Base Salary per year) if chart processing turnaround goals
                for PhyAmerica Physician Services, Inc. and subsidiaries ("PPS")
                are met or exceeded. In order to meet the goals, HBR must
                process PPS charts on a consistent basis (i.e., PPS monthly
                processed volume must equal at least 80% of expected volume).
                Variances of more than 20% that are the responsibility of PPS
                would be excluded from the calculation; however, those
                exclusions will require documentation of the reasons for the
                variance by HBR operations and client services. PPS volume
                processed at less than 100% of expected monthly volume must see
                increases in the processed volume over the ensuing 2 months so
                that annualized processed volume equals or exceeds 100% of
                expected volume. Any quarter in which the incentive target is
                missed may not be made up.

          (iii) up to 2.5% of Base Salary per quarter (up to a total of 10% of
                Base Salary per year) based on the increase in Outside Business
                Revenues ("OBR") related to clients other than PPS owned or
                managed accounts, and also excluding any revenues attributable
                to clinic locations or other accounts for clients owned or
                controlled 50% or more by Steven M. Scott, M.D., if any, over
                the comparable calendar quarter for the immediately preceding
                year. Any quarter in which the incentive target is missed may be
                made up if the cumulative target for the year to

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                date period is achieved. The incentive payments earned under
                this subsection will be calculated as follows:

                  Increase in OBR                      Incentive Payment
                  ---------------                      -----------------
                                                (as a percentage of Base Salary)

                  Less than 10%                               0%
                  10.0% to 14.9%                Prorated up to 2.4% per quarter
                  15% or more                               2.5%


          (iv)  2.5% of Base Salary for each calendar quarter (but limited to a
                maximum of 5% of Base Salary per year) in which the Company, on
                a consolidated basis, achieves or exceeds budgeted net operating
                results, after debt expense, including the program fees and
                related costs of the NCFE financing.

          (v)   up to 10% of Base Salary as determined solely in the discretion
                of the Compensation Committee of the Board of Directors of the
                Company. In considering the amount of discretionary Incentive
                Bonus to award Employee, Employer's Board of Directors may
                consider such factors as:

                1.  successful implementation of a chart tracking and
                    reconciliation program;

                2.  QuadraMed implementation; and

                3.  implementation of an incentive program for HBR management.