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                                                                   EXHIBIT 10.17


                              MANAGEMENT AGREEMENT

         This Management Agreement ("Agreement") is made and entered into this
1st day of October, 1999, by and between Silver Cross Managed Care Organization,
a physician hospital organization (the "Company") organized under the laws of
the State of Delaware, and North American Medical Management - Illinois, Inc., a
corporation organized under the laws of the State of Illinois ("NAMM"). This
Agreement shall take effect as of December 1, 1999 ("Effective Date").

                                  WITNESSETH:

         WHEREAS, NAMM operates in the State of Illinois to provide management
services to physicians and hospitals participating in HMO risk contracts and
other types of services which may be agreed to from time to time, and to arrange
for the provision of efficient and effective health care services;

         WHEREAS, the Company requires certain staffing and management expertise
to provide it with administrative services;

         WHEREAS, NAMM is an organization with personnel who have expertise in
managed care contracting, and related claims processing, financial, business and
medical services management and administration; and

         WHEREAS, the Company desires to retain NAMM, and NAMM desires to be
retained by the Company, all on terms and provisions mutually desirable to the
respective parties and for compensation to be paid by the Company to NAMM, on
such terms, provisions and compensation arrangements as are described in this
Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements, covenants
and conditions hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which the parties hereby
acknowledge, the parties agree as follows.


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                                   ARTICLE I

                          RELATIONSHIP OF THE PARTIES

1.01     RELATIONSHIP OF THE PARTIES

         Except as otherwise provided in this Agreement, neither this Agreement
         nor any of its provisions shall be construed to create any partnership,
         joint venture principal/agent or employer/employee relationship between
         the Company and NAMM, or to in any way make one party responsible for
         the debts, liabilities or any other legal obligations of the other
         party. It is expressly understood and agreed by the parties that the
         Company and NAMM shall at all times be acting as entities independently
         contracting with each other for the performance of services described
         in this Agreement. Neither party shall have the power to bind or
         obligate the other party except as set forth in this Agreement. unless
         the Parties otherwise agree, this Agreement and all references to the
         Company in this Agreement are limited to services provided by NAMM
         solely with respect to risk contracts and related services rather than
         all services and contracts entered into by the Company. The Company
         does not report to NAMM and retains its separate autonomy and direct
         reporting relationship to Silver Cross Hospital and its affiliates and
         the other owners of the Company.

                                   ARTICLE II

                   REPRESENTATIONS, WARRANTIES AND AGREEMENTS

2.01     NAMM Representations, Warranties and Agreements

         As a material inducement for Company to enter into this Agreement, NAMM
         hereby represents, warrants and agrees as follows:

         (A)      NAMM has the legal power, right and authority to consummate
                  the transactions contemplated hereby.

         (B)      NAMM has been duly formed and is validly existing under the
                  laws of Illinois and has made all filings with governmental
                  authorities required by such laws.

         (C)      NAMM is a wholly owned subsidiary of North American Medical
                  Management, Inc. ("NAMM Parent") a Tennessee corporation that
                  is the parent of a number of comparable corporate
                  subsidiaries. NAMM Parent is a wholly owned subsidiary of
                  PhyCor, Inc., a Tennessee corporation that is publicly traded
                  on the Nasdaq stock exchange.


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         (D)      This Agreement, and all other documents and instruments which
                  have been executed and delivered pursuant to this Agreement,
                  or, if not yet executed or delivered will when so executed and
                  delivered, constitute valid and binding obligations of NAMM
                  enforceable in accordance with their respective terms, subject
                  to the provisions of all laws relating to bankruptcy and
                  insolvency and other laws relating to creditors' rights
                  generally. Neither the execution and delivery of this
                  Agreement, nor the incurrence of the obligations herein set
                  forth, nor the consummation of the transactions herein
                  contemplated, nor compliance with the terms of this Agreement
                  will conflict with or result in a breach of any of the terms,
                  conditions or provisions of, or constitute a default under
                  any, bond, note or other evidence of indebtedness or any
                  contract, indenture, mortgage, deed of trust, loan agreement,
                  lease or other agreement or instrument to which NAMM or NAMM
                  Parent is a party.

         (E)      PhyCor has disclosed to Silver Cross a true and accurate
                  depiction of its financial position as of the fiscal year
                  ended December 31, 1998, and financial position to date has
                  not materially changed from that reflected in such December
                  31, 1998 financial statements.

         (F)      NAMM and NAMM Parent have compiled with all laws, ordinance
                  and regulations applicable to it including the filing of all
                  required tax returns or other tax notices.

         (G)      There is no suit, action or other proceeding pending against
                  NAMM, NAMM Parent or any NAMM Affiliate (A NAMM Affiliate is
                  any party controlled by NAMM, under common control with NAMM
                  or in a joint venture with NAMM or other similar contractual
                  relationship), of such a magnitude or character as to put NAMM
                  at risk of being unable to meet fully and in good faith the
                  obligations Imposed on NAMM by this Agreement.

         (H)      To the best of the knowledge of NAMM, none of the information
                  contained in the representations and warranties of NAMM set
                  forth in this Agreement or in any of the certificates,
                  exhibits and schedules, lists, documents or other instruments
                  delivered or to be delivered to Silver Cross pursuant to this
                  Agreement contain any untrue statement of a material fact or
                  omit to state a material fact regarding the operation of NAMM
                  which would make the statements contained herein or therein
                  misleading.

         (I)      NAMM and NAMM Parent have compiled with all laws, regulations,
                  policies or applicable provisions that are required for its or
                  company's participation in Medicare, Medicaid or any other
                  public or private medical payment program. Further, NAMM and
                  NAMM parent specifically represent that neither has been
                  excluded from participation in Medicare or Medicaid.


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                                  ARTICLE III

                              OBLIGATIONS OF NAMM

3.01     AUTHORITY OF NAMM

         The Company authorizes NAMM to manage the affairs and provide
         administration services to the Company for the Company's Commercial HMO
         risk contracts - and such other business as the Company shall
         specifically authorize in writing for NAMM to perform for It
         ("Business"), as set forth in the Agreement. NAMM shall be authorized,
         without further approval of the Company, to commit funds of the Company
         to perform the services and to staff the Company as described
         hereunder, and to contract for services for the Company, provided all
         such actions are within the operating budgets previously approved by
         the Company's Board of Directors and provided further that NAMM shall
         require in its agreements with any third parties who may perform
         services on behalf of NAMM that such contractors perform their duties
         in accordance with this Agreement. The Company shall cooperate with and
         shall use its best efforts to cause its employees, agents and
         independent contractors to cooperate with personnel provided by NAMM
         hereunder so that NAMM may perform its duties under this Agreement.
         NAMM shall manage and administer the Business of the Company in
         accordance with the terms and conditions of this Agreement.

         Without limiting the need for NAMM to obtain prior written approval of
         the Company for other matters, NAMM will not take the following actions
         on behalf of The Company, without the written approval of the Company:

         (A)      endorse any note, or act as an accommodation party, or
                  otherwise become surety with respect to any amount;

         (B)      borrow or lend money, or make, deliver or accept any
                  commercial paper or execute any mortgage, bond, or lease,
                  purchase or contract to purchase any property, or sell or
                  contract to sell any property or assets of the Company;

         (C)      enter into any agreement as a result of which any person shall
                  obtain an interest in the Company;

         (D)      assign, transfer, pledge, compromise or release any of the
                  Company's claims or debts, except upon payment in full of such
                  claim or debt, or arbitrate or consent to the arbitration of
                  any of the Company's debts or claims;

         (E)      change the nature of the Company's Business;

         (F)      distribute surplus amounts other than as agreed upon with the
                  Company;


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         (G)      either individually or in the aggregate, make any expenditure,
                  allocate any expense or enter into a contract or agreement for
                  an amount in excess of five thousand dollars ($5,000), which
                  is not included in the operating or capital budget;

         (H)      enter into any agreement or transaction on behalf of the
                  Company with NAMM or a NAMM Affiliate;

         (I)      do any other act that would make it impossible to carry on the
                  ordinary business of the Company; or

         (J)      enter into any agreement involving the sale, lease, assignment
                  of use of any real estate, property or other assets owned,
                  operated, leased, managed by or otherwise related to the
                  Company or any of its affiliates.

3.02     MANAGEMENT SERVICES

         NAMM will work in close cooperation with Company staff to provide those
         management services specified in Exhibit A of this Agreement. In
         addition, NAMM will perform the following services:

         A.       CONTRACT NEGOTIATIONS. NAMM will provide its expertise and
                  contacts in the managed care industry to facilitate
                  negotiation of risk contracts for the Company. Where permitted
                  to do so by state or federal regulations, contracts will be
                  negotiated by NAMM for SMCO directly with the HMOs on behalf
                  of the applicable affiliated Physician Organization, PHO
                  and/or Hospital. Where NAMM and SCMCO Jointly determine that
                  they are required to do so by state or federal regulations,
                  NAMM will arrange for contracts to be negotiated directly
                  between an HMO and the applicable Hospital, and affiliated
                  Physician organization and PHO, with appropriate management
                  and risk sharing agreements as necessary to provide for the
                  agreed distribution of surplus funds and to Implement the
                  terms of the Agreement. Therefore, a representative of the
                  company will be included in meetings to develop the strategy
                  for NAMM's negotiations with the HMOs. NAMM shall keep the
                  Company informed of the discussions at, and results of, its
                  meetings with the HMOs and physicians.

         B.       FINANCIAL SERVICES. NAMM will assist the Company to manage the
                  funds paid under the risk contract and ensure that any surplus
                  funds are distributed in accordance with the agreements
                  between the company and providers with which it contracts. As
                  more particularly described in Exhibit A, NAMM Will provide
                  financial services to Company, including the management of
                  bank accounts and the distribution of funds to affiliated
                  Physician Organizations, PHOs and Hospitals managed by the
                  Company. NAMM will also prepare operating and capital budgets
                  for risk contracts for the Company in a timely fashion, to be
                  shared with the Company. NAMM will along with the Company
                  develop annual operating goals that are


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                  agreed upon by both parties at the time the annual budget is
                  presented to the Company Board of Directors. NAMM will
                  determine the reasonable working capital requirements of the
                  Company. NAMM will be bonded and present evidence of same to
                  Company in an amount agreed to by the parties, as reasonably
                  necessary to protect Company funds.

         C.       PHYSICIAN SERVICE MANAGEMENT. As more particularly described
                  in Exhibit A, NAMM, through the auspices of the Company, will
                  manage one or more affiliated Physician Organizations and PHOs
                  regarding its provision of health care services under the risk
                  contract. As part of its duties for risk contracts, NAMM will
                  negotiate and manage agreements with affiliated Physician
                  Organizations and PHOs, which may include fee-for-service and
                  capitation agreements. When deemed reasonable appropriate by
                  NAMM, NAMM will also employ a Medical Advisor who will work in
                  close consultation with and through the medical director of
                  any affiliated Physician Organization and PHO in order to
                  manage the risk contract project or any other line of business
                  for which NAMM has been retained by the Company. The costs of
                  employing such Medical Advisor will be allocated, Based upon
                  an appropriate measure of the use of such services, to all
                  risk contract arrangements managed by NAMM of Illinois.

         D.       SPECIFIC SERVICES FOR RISK CONTRACTS. As more particularly
                  described in Exhibit A, NAMM will provide the following
                  services to the Company with respect to risk contracts.
                  Performance of these services will be in compliance with
                  parameters outlined in the HMO agreements between any HMO and
                  the Company (or, in the limited cases). The parties agree that
                  certain services are "core" services which will in all cases
                  be provided by NAMM (including those set forth in paragraphs
                  (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), and (ix)
                  below). NAMM will also look to existing affiliated Physician
                  organization and PHO standards when providing any of the
                  services listed below and will try, to the extent reasonably
                  possible, to coordinate standards it implements or recommends
                  with such existing affiliated Physician organization or PHO
                  standards. in addition, any such significant changes and/or
                  additional standards will be communicated to the Physician
                  organization, PHO and Company prior to being implemented by
                  NAMM.

                  (i)      Prepare and adopt initial benchmark utilization
                           review and quality management procedures.

                  (ii)     Perform claims processing for providers.

                  (iii)    Perform provider contracting services

                  (iv)     Perform utilization management and quality assurance
                           services, which will include utilization
                           authorization, concurrent review, case management,
                           and discharge planning, and establish credentialing
                           criteria and grievance procedures.


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                  (v)      Perform member services relating to claims matters.

                  (vi)     Establish and maintain financial management for the
                           affiliated Physician Organization, PHO and Hospitals,
                           including risk-sharing administration for risk
                           contracts.

                  (vii)    Administer provider education programs as reasonably
                           necessary.

                  (viii)   Prepare semi-annual individual and aggregate
                           physician profiling reports comparing physician
                           performances to adopted utilization review standards.

                  (ix)     Recommend and administer quality outcome standards
                           and accompanying reports comparing physician
                           performance to standards required by the applicable
                           HMOs.

         E.       PROVIDING PHYSICIANS. NAMM will use its best efforts to
                  encourage physicians, including a sufficient number of primary
                  care physicians, to form and participate in affiliated
                  Physician Organizations, PHOs where payments on a capitated
                  basis will be accepted by primary care physicians and in which
                  a sufficient number of primary care physicians are willing and
                  able to provide leadership to the affiliated Physician
                  Organization and PHO.

         F.       PRICING AND SERVICE COVERAGE ISSUES. NAMM Will assist the
                  Company, and provide the Company with guidance, in negotiating
                  which services should be provided by the Hospital and which
                  should be provided by the physicians, as they relate to
                  payments for such services out of the Hospital and Physician
                  organization service fund account, as well as which prices the
                  Company's providers will charge. NAMM will provide a suggested
                  allocation of services and suggested prices based on
                  actuarially determined market basket pricing figures for the
                  Hospital and physicians providing medical services under the
                  risk contracts.

3.03     REPORTING

         NAMM shall provide to the Company the reports and compilations
         described in Exhibit A which, together with any other reports referred
         to in this Agreement, the parties believe are all of the reports
         necessary for the management and administration of the Business. NAMM
         shall provide additional extraordinary reports and compilations upon
         request by the Company, which are reasonably necessary for management
         and administration of the Business of the Company, consistent with the
         Company's then current goals, objectives, financial condition and
         business plan.


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3.04     NAMM STAFFING

         NAMM, will, through its own employees in the Chicago area and
         elsewhere, provide management of all aspects of the risk contract
         business associated with the Company in exchange for its participation
         in the Company's profits as described in Article V of this Agreement.
         Where such expertise is not provided by full-time personnel of NAMM in
         the Chicago area, the expertise of other NAMM personnel or consultants
         may be obtained on an hourly or shared expenses basis when, in NAMM's
         opinion, it is appropriate and financially efficient to do so, provided
         that such expense is identified and approved in the Company budget as
         an additional expense or if not, that the budget is amended and
         approved in advance by the Company.

         NAMM shall make available a sufficient number of its (or its
         Affiliates') employees to fulfill its duties under this Agreement, as
         identified in the budget, as such number is determined by NAMM, subject
         to approval by the Company, and shall revise the budget to change the
         number of employees as warranted by changes in the operations of the
         Company. Such personnel shall be drawn from such locations as deemed
         appropriate at the sole discretion of NAMM. NAMM shall be solely
         responsible for performing job evaluations for all personnel hired by
         NAMM (or its Affiliate) to carry out the terms of this Agreement,
         provided that the Company retains the right to evaluate NAMM's overall
         performance. NAMM shall also have in its sole discretion the authority
         to hire and fire all NAMM (or its Affiliates') employees.

3.05     ANNUAL OPERATING BUDGET

         NAMM shall develop and present to the Board of the Company annual
         operating and capital budgets for risk contracts for the Company. Upon
         approval of the annual budgets by the Company's Board, NAMM shall
         operate within such budgets in providing its management services to the
         Company.

3.06     KEY CONTACT

         One of NAMM'S (or its Affiliates') employees shall serve as the key
         contact for the Company. The key contact will be the Executive
         Director, who will be principally responsible for managing NAMM's
         duties under this Agreement and will be a member of the Senior
         Management Team of the Company, approved as described in Section 3.04
         of this Agreement. Unless this individual shall die or resign or become
         disabled and be unable to perform such duties under this Agreement,
         NAMM shall not be permitted, without the Company's consent, to replace
         this named individual as the key contact. In the event of any such
         replacement, the Company shall have the right to approve the individual
         selected by NAMM to replace the key contact person, as a member of the
         Senior Management Team and as the key contact under this Section,
         provided such approval shall not be unreasonably withheld.


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3.07     OWNERSHIP OF AND ACCESS TO RECORDS

         All records relating to the Company's operations and Business
         (including, but not limited to, all book of account and general
         administrative records, and all of the following, to the extent such
         are non-proprietary to NAMM and relate solely to (or were purchased
         solely for) the Company's operations: software programs. MIS data,
         utilization management policies, Credentialing guidelines, case
         management, quality assurance information and all other related
         documents and policies), shall be and remain the property of the
         Company, except as the parties may otherwise agree in writing. All such
         information, data and records may be used by NAMM to perform the
         services hereunder. All property of this nature which was the
         proprietary property of the Hospital or affiliated Physician
         Organization or PHO which the Company or NAMM was allowed to utilize in
         its management of the Company or the risk business shall remain the
         proprietary property of the Hospital or affiliated Physician
         Organization or PHO which the Company or NAMM was allowed to utilize in
         its management of the Company or the risk business shall remain the
         proprietary property of the Hospital or the affiliated Physician
         organization of PHO, as the case may be. The Parties understand that
         the Company will contract with a variety of health care providers and
         that certain financial and medical record information from these
         individual provider entities will be kept confidential and may not be
         shared with the owners of the Company.

         All records relating to NAMM's operations (including, but not limited
         to, the following, to the extent such are non-proprietary to the
         Company and relate solely to (or were purchased solely for) NAMM's
         operations: software programs, MIS data, utilization management
         policies, credentialing guidelines, case management, quality assurance
         information and all other related documents and policies), shall be and
         remain the property of NAMM, except as the parties may otherwise agree
         in writing. All such information, data and records may be used by the
         Company with respect to the services hereunder. All property of this
         nature which was the proprietary property of NAMM or which the Company
         or an affiliated Physician Organization or hospital was allowed to
         utilize in the Hospital's risk Business shall remain the proprietary
         property of NAMM.

3.08     DISCLOSURE OF INFORMATION

         NAMM agrees to make available information contained in the records of
         the Company to parties to whom the Company has authorized such
         disclosure. NAMM agrees to protect the confidentiality of such records
         and will only disclose confidential data upon written consent of the
         affected parties or when subpoenaed or otherwise required by law or
         compelled by legal process. NAMM agrees to disclose to the Company any
         subpoena or other legal request for documents prior to the disclosure
         of such documents in order to permit the Company to intervene or file
         appropriate legal documents contesting their disclosure. These
         obligations shall survive the termination of this Agreement.


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3.09     MEDICAL CONFIDENTIALITY

         NAMM agrees to comply with applicable federal, state and local laws for
         handling confidential medical information and shall take all
         appropriate and reasonable action in developing technological and
         contractual methods of maintaining confidentiality for any medical or
         other confidential information converted to electronic data.

3.10     PERFORMANCE STANDARDS AND GOALS

         In performing its obligations under this Agreement, NAMM shall act at
         all times in a professional manner, devoting its efforts in good faith
         and with reasonable diligence to the performance of this Agreement.
         NAMM shall provide services in conformity with all applicable standards
         set forth in the HMO contract pursuant to which Medical services are
         being provided by the Company.

         NAMM'S overall performance hereunder will be evaluated by reference to
         goals the Parties have established including the following (provided
         that unless otherwise agreed to by the Parties, the amount of NAMM's
         compensation provided for in Article V above is not dependent on
         meeting such goals but may lead to termination for Cause under Section
         7.02. The Company understands and accepts that NAMM's ability to comply
         with these standards is based, at least in part, on its willingness to
         accept and implement NAMM's recommendations made pursuant to this
         Agreement):

         1.       Claims processed by NAMM shall have a claim processing
                  accuracy rate of not less than 93%. Accuracy rate shall be
                  defined as the number of correct claims reviewed in an audit
                  sample divided by the total number of claims reviewed in the
                  audit sample. A "correct claim" is free from any errors
                  including, but not limited to, coding, financial or numerical.

         2.       90% of claims processed by NAMM shall have a claim turnaround
                  time of not more than 18 days. Claim turnaround time shall be
                  defined as the number of days required to process all "clean"
                  claims from receipt date to paid date.

         3.       NAMM shall answer the phone on inquiries from enrollees, the
                  Company, or staff of the Company in an average of 80 seconds
                  or less except during open enrollment periods (Jan -Mar &
                  Oct-Nov.) Answering the phone is interpreted as answering with
                  the intent of working on the callers need(s) and answer time.

         4.       NAMM shall have a telephone abandonment rate on average of 8%
                  or less except during open enrollment periods (Jan - Mar. &
                  Oct - Nov.) Abandonment shall be defined as the percent of
                  calls who disconnect prior to the call being answered by a
                  representative.


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                                   ARTICLE IV

                           OBLIGATIONS OF THE COMPANY

4.01     AUTHORITY OF THE COMPANY

         The Board of Directors of the Company ("Board") shall be the governing
         body of the Company and shall at all times exercise ultimate control
         over the financial assets, operations and Business of the Company and
         shall have the right under this Agreement to direct NAMM on how to
         expend any funds or assets of the Company. The responsibilities of the
         Company include, but are not limited to, managing and administering the
         Company's operations not delegated to NAMM hereunder and accepting or
         rejecting recommendations by NAMM therefore. The Company shall continue
         to exercise general responsibility for the operation and affairs of the
         Company. NAMM shall administer the Company's adopted plans and criteria
         and perform the services identified in this Agreement and in Exhibit A,
         consistent with the directives and approvals of the Company.

4.02     OWNERSHIP OF ASSETS

         The Company will own all of its assets purchased specifically for the
         Company for purposes of operating the risk contract undertaking,
         considering the limitations thereon set forth in Section 3.07 above.
         Upon termination of this Agreement as described in Article VII, Company
         shall retain title and ownership of all said assets.

4.03     THE COMPANY'S RESPONSIBILITIES

         HOSPITAL COOPERATION. The Board of the Company will use its best
         efforts to assure that the management personnel of the Hospital
         cooperate and give full support to the provisions of this Agreement.

         PROVIDING PHYSICIANS. The Board of the Company will use its best
         efforts to encourage physicians, including a sufficient number of
         primary care physicians, to form and participate in affiliated
         Physician Organizations and PHOs where payments are accepted on a
         capitated basis by primary care physicians and in which a sufficient
         number of primary care physicians are willing and able to provide
         leadership to the Physician organization and PHO.

         ANCILLARY SERVICES. NAMM shall arrange for the provision of ancillary
         and non-hospital services through entities affiliated with the
         Hospital, the Company or other similarly situated providers willing to
         contract. The Company shall cause the entities affiliated with the
         Company or Hospital to price those ancillary and other non-hospital
         services which they wish to provide through HMO contracts at prices
         which are competitive with those otherwise available to HMOs in the
         same or similarly situated community in the Chicago Metropolitan area
         at the time the risk contracts are executed. Unless otherwise agreed to
         by the parties, the Company shall cause the ancillary providers
         affiliated with a Hospital to provide such services


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         at prices that are at least equal to the lowest prices that the
         affiliated entity offers, at the time the risk contracts are executed,
         to any other payors (other than reimbursements received from Medicaid)
         in the community. To implement this pricing process, NAMM will
         actuarially determine a market-competitive price based on its
         assessment of the market and will discuss with the company, Hospital
         and affiliated entity the basis for its recommendations and will obtain
         input from the Hospital; the Hospital affiliated entity will then have
         a right of first refusal to contract to provide such services at the
         price so established by NAMM.

         HOSPITAL SERVICES. The Company shall cause the Hospital to agree
         (unless otherwise agreed to between such Hospital and NAMM) to provide
         services through arrangements at prices that are at least equal to the
         lowest prices that they offer, at the time the applicable risk
         Contracts are executed, to any other payors (other than reimbursements
         received from Medicaid) in the community, unless the lowest price
         offered by the Hospital is lower than the price which may be obtained
         under the risk contract, as actuarially determined by NAMM.

         DISTRIBUTION OF SURPLUS FUNDS. The distribution of surplus funds for
         affiliated Physician Organizations, PHOs and the Hospital shall be made
         as set forth in Exhibit B hereto. The Company, or at its instruction,
         NAMM shall be responsible for making the actual distribution of any
         such funds.

4.04     THE COMPANY'S FINANCIAL RESPONSIBILITIES

         Deficits of the two risk service fund accounts are dealt with as set
         forth in Exhibit B.

         The other financial responsibilities of the Company shall include, but
         not be limited to, directly providing or paying the cost of providing
         the following:

         (A)      All payments to health care providers

         (B)      Interest expense for monies borrowed by the Company.

         (C)      Repayment of principal for monies borrowed by the Company.

         (D)      Attorneys' fees and expenses incurred by or on behalf of the
                  Company, relating to litigation by or against the Company or
                  otherwise directly relating to the Company's operations or
                  Business.

         (E)      Fees for accountants or consultants retained to audit the
                  Company and/or prepare and submit tax forms for the Company.

         (F)      A program of property, liability and other forms of insurance
                  coverage, limits and carriers acceptable to NAMM.

         (G)      All costs associated with investments or loans made by the
                  Company.


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         (H)      Any dividends or distributions paid to shareholders of the
                  Company.

         (I)      Remuneration, if any, of the Company's officers and Board
                  members.

         (J)      Any other fees, costs, expenses or taxes paid by NAMM (in all
                  cases in conformity with the budget approved by the Company)
                  relating to the Business or operations of the Company.

         (K)      IBNR - NAMM will monthly, calculate an estimate of incurred
                  But Not Reported (IBNR) based upon actuarial tested
                  methodology using claims lags and trending data in order to
                  insure the accuracy of the IBNR process. In cases where the
                  process is not accurate NAMM will correct the process.

4.05     BOARD COMMITTEE MEETINGS

         The Company Board shall schedule and hold regular, periodic meetings.
         NAMM shall provide reports, which it is required to provide by the
         terms of this Agreement, to the Board prior to such meetings.
         Representatives of NAMM may be invited to be present at such meetings
         and shall be given prior notice of all regular and special meetings of
         the Board, provided that the Board shall have the right to request that
         NAMM be excluded from any meeting in which NAMM's performance will be
         discussed, or otherwise as determined by the Board. Representatives of
         NAMM shall also attend such Company committee meetings as NAMM and the
         Company agree are necessary for a NAMM representative to attend.

                                   ARTICLE V

                              COMPENSATION TO NAMM

5.01     BASIS FOR ACCOUNTING

         The accounting year for the Company shall be October through September
         30. Revenue and expenses shall be determined on an accrual basis and be
         consistent with generally accepted accounting principles.

5.02     NAMM'S PARTICIPATION IN ANY COMPANY PROFITS

         NAMM shall be paid a management fee for its services related to risk
         contracts hereunder ("Management Fee") as outlined in Exhibit C.


                                       13
<PAGE>   14

                                   ARTICLE VI

                                  EXCLUSIVITY

6.01     COMPANY EXCLUSIVITY

         For the term of this Agreement, the Company, the Hospital affiliated
         with the Company and its affiliated hospital entities will use NAMM to
         manage their risk contracts unless otherwise agreed to by NAMM. For the
         term of this Agreement, the Company, the Hospital affiliated with the
         Company and its affiliated hospital entities will not joint venture
         with, or otherwise engage, any third party company (other than NAMM)
         for the management of the Companies risk business unless otherwise
         agreed to by NAMM.

6.02     NAMM EXCLUSIVITY

         NAMM will not, during the term of this Agreement, provide any services
         to any Hospital/Provider within Will County without prior approval from
         Company. However, Company will be reasonable in their review and timely
         response time to all relevant requests for approval.

6.03     NON-SOLICITATION

         During the term of this Agreement and for a one year period thereafter,
         NAMM will not solicit for employment or services any person employed by
         Company nor the Hospitals, Physician Organizations and PHOs affiliated
         with the Company. During the term of this Agreement and for a one year
         period there, neither the Company nor the Hospitals, Physician
         Organizations and PHOs affiliated with the Company will solicit for
         employment or services any person employed by NAMM.

                                  ARTICLE VII

                              TERM AND TERMINATION

7.01     TERM

         The term of this Agreement shall be from the Effective Date for a term
         of five (5) years and shall automatically renew for another one year
         term (and shall continue to automatically renew for additional one year
         terms thereafter) unless (1) either party to this Agreement gives at
         least one year's prior written notice prior to the expiration of the
         term to the other that this Agreement will not be renewed, or (2) this
         Agreement is otherwise terminated as provided for herein.


                                       14
<PAGE>   15

7.02     TERMINATION FOR CAUSE

         A party may terminate this Agreement by giving notice of termination to
         the other party, specifying the effective date of such termination, for
         the causes and within the time period set forth below:

         (A)      Thirty days following notice if such other party: (i)
                  generally does not pay its debts as they become due or admits
                  in writing its inability to pay its debts, or makes a general
                  assignment for the benefit of creditors; (ii) commences any
                  case, proceeding or other action seeking to have an order for
                  relief entered on its behalf as a debtor or to adjudicate it
                  as bankrupt or insolvent, or seeking reorganization,
                  arrangement, adjustment, liquidation, dissolution or
                  composition of it or its debts under any law relating to
                  bankruptcy, insolvency, reorganization or relief of debtors,
                  or seeking appointment of a receiver, trustee, custodian or
                  other similar official for it or for all or any substantial
                  part of its property; or (iii) takes any corporate or other
                  action to authorize or in contemplation of any of the actions
                  set forth in this Section 7.02 (C);

         (B)      Thirty days following notice if any case, proceeding or other
                  action against such other party hereunder is commenced seeking
                  to have an order for relief entered against it as debtor or to
                  adjudicate it as bankrupt or insolvent, or seeking
                  reorganization, arrangement, adjustment, liquidation,
                  dissolution or composition of it or its debts under any law
                  relating to bankruptcy, insolvency, reorganization or relief
                  of debtors, or seeking appointment of a receiver, trustee,
                  custodian or other similar official for it or for or any
                  substantial part of its property;

         (C)      Except with respect to criminal conduct, as to which there is
                  no cure period, termination of the Agreement may occur under
                  the following circumstances, provided the non breaching party
                  provides thirty (30) days' written notice to the breaching
                  party describing the breach, and at the end of such thirty
                  (30) day period the breaching party has not corrected the
                  breach to the reasonable satisfaction of the non breaching
                  party:

                  (i)      Criminal conduct, violation of law or breach of
                           fiduciary duty by a party to this Agreement.

                  (ii)     Material breach of a substantive provision of this
                           Agreement by a party or failure of NAMM to meet the
                           performance standards set forth in Section 3.10.

                  (iii)    Continuing failure of NAMM to maintain adequate
                           experienced staffing sufficient to provide
                           appropriate oversight to the Company or failure of
                           NAMM to manage the Company in an appropriate manner.

                  (iv)     Continuing failure of a party to use its best efforts
                           to enlist sufficient support of enough primary care
                           physicians to provide adequate levels of physician
                           services for risk contracts entered into by the
                           Company.


                                       15
<PAGE>   16

                  (v)      Change in law as described in Article VIII, provided
                           that the attempt to address such change, as also
                           described in such section, is unsuccessful.

                  (vi)     Breach of a representation or warranty as described
                           in Article II.

                  (vii)    Breach of exclusivity provision described in Article
                           6.

                  (viii)   Not withstanding any of the above; the Company
                           reserves the right during the term of this contract
                           and any subsequent renewals at its sole discretion to
                           terminate the contract in the event North American
                           Medical Management is sold to a third party with whom
                           the Company does not desire to maintain a contractual
                           relationship.

         (D)      Upon an assignment or change of ownership which is not
                  authorized pursuant to Article VIII;

7.03     TERMINATION BY MUTUAL AGREEMENT

         This Agreement may be terminated upon the mutual agreement of the
         Parties, which termination agreement shall specify all of the terms of
         such termination.

7.04     CONSEQUENCES OF TERMINATION

         In the event of termination of this Agreement, the parties shall
         cooperate with one another to prevent a disruption of the Company's
         operations and NAMM shall cooperate with Company or its designee in
         transitioning the claims. The procedures to govern the conduct of the
         parties hereto after termination of this Agreement are as follows:

         (A)      NAMM shall conduct its affairs prior to the effective date of
                  the termination of this Agreement in such a manner that it
                  protects the interests of the Company and allows an orderly
                  takeover of NAMM's duties.

         (B)      On the effective date of the termination of this Agreement:
                  (1) NAMM shall return all property (including, but not limited
                  to, equipment, manuals and supplies) of the Company in a
                  manner that is reasonable requested by the Company, that can
                  be accommodated by NAMM using existing NAMM equipment and that
                  will allow the Company to continue its operations, and (2) the
                  Company shall return all property (including, but not limited
                  to, equipment, manuals, programs of NAMM and supplies) of NAMM
                  in a manner that is reasonably requested by NAMM, that can be
                  accommodated by Company using existing Company equipment and
                  that will allow the Company to continue its operations. NAMM
                  will consult with the Company after the date of termination
                  with regard to the above mentioned materials.


                                       16
<PAGE>   17

         (C)      Within 180 days following the effective date of the
                  termination of this Agreement, either party may review any
                  records or documents of the other party relating to the
                  Company and the services provided by NAMM hereunder, in order
                  that an accounting may be conducted to settle all claims that
                  each party hereto may have against the other party.

         (D)      Cooperate with Company or its designee in transitioning the
                  claims processing, claims payment and surplus fund management
                  of any other management activity which obligations shall
                  survive the termination of this Agreement. Except as specified
                  elsewhere in this Agreement or as required by law, NAMM shall
                  have no obligations to the Company after the date of
                  termination of this Agreement.

         (E)      In the event of termination of this Agreement, either party
                  hereto shall be entitled to all remedies provided in this
                  Agreement in addition to any other remedies that are available
                  to it under law or equity, including the remedies of specific
                  performance, injunctions or any other measures that either
                  party hereto shall believe it necessary to take to protect its
                  interests under this Agreement, including but not limited to
                  its rights to protect the exclusivity provisions hereof.

         (F)      In the event of termination of this Agreement for any reason
                  whatsoever NAMM will at the Company's option, continue to pay
                  claims for Dates of Services prior to the termination date for
                  a fee of $2.00 per commercial member per month for every month
                  that the company desires claims payment runout services.

                                  ARTICLE VIII

                                 MISCELLANEOUS

8.01     ASSIGNMENT

         This Agreement shall not be assigned by either Party hereto without the
         prior written consent of the other Party provided, however, that the
         Company consents to NAMM assigning or subcontracting any of the
         services hereunder to a subsidiary of NAMM, or any or its subsidiaries
         or Affiliates, so long as such assignee or subcontractor agrees to be
         bound by the terms and conditions of this Agreement, NAMM agrees to
         continue to be bound by the terms of this Agreement and the conditions
         of the third paragraph of this Section 8.01 continue to be met.

         ORGANIZATIONAL CHANGE. It is recognized that NAMM, the Company or its
         affiliated Hospitals, Physician Organizations and/or PHOs may undergo
         organizational changes during the term of this Agreement for good and
         valid reasons that are


                                       17
<PAGE>   18

         important to their future success. It is also recognized that the
         obligations and relationships established by this Agreement implement
         important strategies for the Parties and must, therefore, be protected
         from any harmful influence that might be caused by organizational
         evolution.

         COMPANY. The Company may assign this Agreement to any new entity
         created through merger, acquisition, or other organizational change
         without the consent of NAMM unless such third party entity is a
         competitor Of NAMM providing the same services to third parties that
         NAMM is providing to the Company. The Company shall be entitled to
         assign this Agreement to any subsidiary or affiliate corporation of the
         Company, which is authorized to conduct business, and is duly formed as
         a for-profit or not-for-profit corporation in the State of Illinois.

         APPROVAL. If there is an assignment that is not approved as described
         herein, there shall be a termination of this Agreement as described
         above (unless the Parties agree otherwise). Notwithstanding the
         foregoing, the Parties agree that such approval will not be
         unreasonably withheld without good reason, which shall be based on the
         anticipation of harm to the non-assigning Party. These reasons may
         include, without limitation, consideration of the reputation of the
         party to which the agreement is proposed to be assigned, whether such
         party or a related party has sufficient experience in the area, whether
         such party or a related party is a competitor or a Hospital or
         affiliated Physician Organization or PHO, or is such party's operations
         are otherwise incompatible with those of the non-assigning Party.

8.02     BINDING ON SUCCESSORS AND PERMITTED ASSIGNS

         The terms, covenants, conditions, provisions and agreements herein
         contained shall be binding upon and inure to the benefit of the parties
         hereto, and to their permitted successors and assignees.

8.03     NON-ASSUMPTION OF LIABILITIES AND INDEMNIFICATION

         The parties agree to indemnify each other as follows:

         (A)      NAMM does not assume any of the obligations, liabilities or
                  debts of the Company and shall not, by virtue of its
                  performance hereunder assume or become liable for any such
                  obligations, liabilities or debts of the Company. The Company
                  agrees to indemnify and hold NAMM harmless from and against
                  any and all such obligations, liabilities and debts of the
                  Company except those obligations, liabilities or debts
                  resulting from acts of NAMM in violation of the terms of this
                  Agreement.

         (B)      The Company does not assume any of the obligations,
                  liabilities or debts of NAMM and shall not, by virtue of its
                  performance hereunder, assume or become liable for any such
                  obligations, liabilities or debts of NAMM. NAMM agrees to
                  indemnify and hold the Company harmless from and against any
                  such obligations, liabilities and debts Of NAMM except those
                  obligations, liabilities or debts resulting from acts of the
                  Company in violation of the terms of this Agreement.


                                       18
<PAGE>   19

         (C)      Company and NAMM are independent contractors. Except as
                  otherwise provided in this Agreement, neither Company nor NAMM
                  nor any of their respective agents or employees shall be
                  liable for any act or omission of the other party; and each
                  party shall remain responsible for or liable for its own acts
                  or actions.

8.04     INSURANCE

         (A)      Company shall purchase and maintain, at the sole cost and
                  expense of Company, policies of comprehensive general
                  liability insurance and such other insurance in such amounts
                  as shall be agreed upon between the Company and NAMM as is
                  necessary to ensure Company and its agents and employees,
                  acting within the scope of their duties, against any claim or
                  claims arising by reason of personal injuries or death
                  occasioned directly or indirectly in connection with their
                  performance of any services by the Company or by such agents
                  or employees and in connection with any other coverage in
                  effect for Company as the date of this Agreement. The Company
                  shall provide NAMM with prior notification of any
                  cancellation, termination, or material alteration of any such
                  insurance policies. Prior to the expiration and/or
                  cancellation of any such policy Company shall secure
                  replacement of such insurance coverage upon the same terms and
                  provisions and furnish NAMM with a certificate of insurance
                  for such replacement insurance coverage. In the event any
                  insurance required under this section is maintained and in
                  claims-made form, subject to applicable provisions of law, the
                  party required to maintain such insurance shall ensure the
                  tail period for not less than two years after the expiration
                  of the application policy.

         (B)      NAMM shall purchase and maintain, at the sole cost and expense
                  of NAMM, policies of insurance in such amounts that shall be
                  necessary to ensure NAMM and its agents and employees acting
                  within the scope of their duties against any claim or claims
                  arising by reason of personal injuries or death occasioned
                  directly or indirectly in connection with the performance of
                  any services by NAMM or by such agents or employees and in
                  connection with any other coverage in effect for NAMM as of
                  the date of this Agreement. NAMM shall provide Company with
                  prior notification of any cancellation, termination or
                  material alteration of any such insurance policies. Prior to
                  the expiration and/or cancellation of any such policy, NAMM
                  shall secure replacement of such insurance coverage upon the
                  same terms and provisions and furnish Company with a
                  certificate of insurance for such replacement insurance
                  coverage. In the event any insurance required under this
                  section is maintained and in claims-made form, subject to
                  applicable provisions of law, the party required to maintain
                  such insurance shall ensure the tail period for not less than
                  two years after the expiration of the application policy. NAMM
                  shall name the Company and


                                       19
<PAGE>   20

         the Hospital as an additional insured under such Policies. NAMM will
         maintain these coverages (or such additional coverages as the Company
         and NAMM shall agree to) for the Company and, to the extent NAMM
         manages other Management Companies it will obtain additional coverage
         for those purposes.

8.05     LAWS, REGULATIONS, LICENSES

         (A)      The parties agree that they shall at all times operate in a
                  lawful manner in accordance with all requirements of
                  applicable laws, rules and regulations. NAMM shall assist the
                  Company, in accordance with the terms of this Agreement, in
                  complying with all applicable federal, state, and local laws,
                  rules, and regulations relating to the Company and shall use
                  its best efforts to manage and provide administrative services
                  to the Company so that it shall maintain any necessary
                  licenses, permits, consents, and approvals from all
                  governmental agencies that have jurisdiction over the
                  operations of the Company. NAMM shall not be obligated to the
                  Company for failure of the Company to comply with any such
                  laws, rules, and regulations or for failure of the Company to
                  maintain any such licenses, permits, consents and approvals,
                  if the failure of the Company to comply is solely caused by an
                  act or failure to act by the Company or its employees, agents,
                  representatives or contractors.

         (B)      Neither party shall knowingly, purposely or negligently take
                  any action that shall cause any government authority having
                  jurisdiction over the operation of the Company or NAMM to
                  institute any proceeding for the rescission or revocation of
                  any necessary license, permit, consent or approval.

         (C)      NAMM shall, with the written approval of the Company, have the
                  right, but not the obligation, to contest by appropriate legal
                  proceedings, diligently conducted in good faith in the name of
                  the Company, the validity or application of any law,
                  ordinance, rule, ruling, regulations, order or requirement of
                  any government agency having jurisdiction over the operation
                  of the Company. After having given its written approval, the
                  Company shall cooperate with NAMM with regard to the contest,
                  and the Company shall pay the reasonable attorney's fees,
                  costs or fines incurred with regard to the contest.

8.06     RIGHTS CUMULATIVE

         No right or remedy herein conferred upon or reserved to either NAMM or
         the Company is intended to be exclusive of any other right or remedy,
         and each and every right and remedy shall be cumulative and in addition
         to any other right or remedy given hereunder, or now or hereafter
         legally existing upon the occurrence of any event of default hereunder.


                                       20
<PAGE>   21

8.07     WAIVER

         The failure of either NAMM or the Company to insist at any time upon
         the strict observance or performance of any of the provisions of this
         Agreement or to exercise any right or remedy as provided in this
         Agreement shall not impair any such right or remedy or be construed as
         a waiver or relinquishment thereof. Every right and remedy given by
         this Agreement to the parties hereto may be exercised from time to time
         and as often as may be deemed expedient by the parties hereto, as the
         case may be.

8.08     CAPTIONS AND HEADINGS

         The captions and headings throughout this Agreement are for convenience
         and reference only, and the words contained therein shall in no way be
         held or deemed to define, limit, describe, explain, modify, amplify, or
         add to the interpretation, construction or meaning of any provision of
         or to the scope or intent of this Agreement nor in any way affect this
         Agreement.

8.09     IMPOSSIBILITY OF PERFORMANCE

         Neither the Company nor NAMM shall be deemed to be in violation of this
         Agreement if prevented from performing any obligations hereunder for
         any reasons beyond its control including, without limitation, acts of
         God or of any public enemy, flood, storm, strike, or action or inaction
         of any federal, state or local regulatory agency. Nothing in this
         Section 8.09 shall be construed to relieve NAMM or the Company, as the
         case may be, of its duty to provide the Company or NAMM, as the case
         may be, with notices it may receive of any action necessary for
         compliance with federal, state or local requirements.

8.10     NOTICE

         All notices, demands, and requests required hereunder shall be in
         writing and shall be deemed given when mailed, postage prepaid, via
         registered or certified mail or via overnight courier service, return
         receipt requested, to the following address, and/or to such other
         address or to such other person as may be designated by written notice
         given from time to time during the term of this Agreement by one party
         to the other:

         (A)    to the Company at:   Silver Cross Managed Care Organization
                                     Attention: Director, Managed Care
                                     Silver Cross Hospital
                                     1200 Maple Road
                                     Joliet, IL 60432

         (B)    to NAMM at:          North American Medical Management -
                                       Illinois, Inc.
                                     Attention: President
                                     High Point Plaza
                                     4415 West Harrison Street, Suite 300
                                     Hillside, IL 60162


                                       21
<PAGE>   22

8.11     GOVERNING LAW

         This Agreement has been executed and delivered in the State of Illinois
         and all of the terms and provisions thereof and the rights and
         obligations of the parties hereto shall be interpreted and enforced in
         accordance with the laws thereof, without regard to the conflicts of
         laws sections thereof. Notwithstanding anything contained in this
         Agreement to the contrary, the parties agree to the exclusive
         jurisdiction of any local or state court located in Will County,
         Illinois, or the United States District Court for the Northern District
         of Illinois, and the parties waive any objection which it may have
         based on improper venue or forum nonconvenience to the conduct of any
         proceeding in such court; provided, further nothing contained in this
         Agreement shall affect the right of the parties to serve legal process
         in any manner permitted by law.

8.12     INVALIDITY OF PROVISIONS

         The invalidity or unenforceability of any term or condition contained
         herein shall in no way affect the validity or enforceability of the
         remainder of this Agreement. Any such provision held or declared by a
         court of competent jurisdiction to be invalid, illegal or unenforceable
         under any law applicable thereto, shall be deemed deleted from this
         Agreement without impairing or prejudicing the validity, legality, or
         enforceability of the remaining provisions hereof.

8.13     CHANGE OF LAW

         In the event that there shall be a change in applicable state or
         federal law regulations, or instructions (or in the application
         thereof), the adoption of new legislation, judicial interpretations, or
         a change in any other third party payor reimbursement system, or any
         similar matter which, in a party's opinion materially and adversely
         affects such Party's (or a Hospital's or affiliated Physician
         Organization's or PHO's) rights or obligations or materially changes
         the economic or legal relationships between the Parties as set forth in
         the Agreement (a "Change") a Party may request that this Agreement
         shall terminate upon at least thirty (30) days prior advance written
         notice to the other Parties, provided that (i) the Parties will attempt
         in good faith to amend the provisions of this Agreement to comply with
         such Change so as to not materially change the economic or legal
         relationships between the Parties as set forth in this Agreement, and
         (ii) any such termination cannot occur before the effective date of the
         Change relied upon to terminate this Agreement under this Section. If
         the Parties and their attorneys do not agree that the Change materially
         adversely affects their financial operations, and/or whether proposed
         changes to this Agreement can be made which address the Change in a way
         which does not materially and adversely affects such Party's


                                       22
<PAGE>   23

         (or a Hospital's or affiliated Physician Organization's or PHO's)
         rights or obligations or materially change the economic or legal
         relationships between the Parties as set forth in this Agreement, an
         arbitrator, chosen in the manner described in the Section 8.14 shall
         decide such undetermined matters; provided, however, that if the DR
         process has not been completed by the effective date of the Change no
         Party shall be required to take actions which it reasonably believes
         would no longer be legal following the change, subject to completion of
         the Dispute Resolution process.

8.14     DISPUTE RESOLUTION

         If during this contract the parties are unable to resolve a dispute or
         controversy among themselves, prior to instituting any court action or
         demanding arbitration, they shall first endeavor to settle such dispute
         in a non-binding voluntary manner by referring same to mediation
         according to the rules of the American Arbitration Association. The
         Parties shall split the cost of a mediation. This Section 8.14 is not
         applicable if a party believes that it will suffer irreparable harm by
         any delay caused by this mediation process. In the event mediation does
         not resolve the Dispute within thirty (30) days, or other period
         mutually agreeable to the parties, the parties may pursue any and all
         remedies available to them at law or in equity.

8.15     THIRD PARTY BENEFICIARIES

         The parties to this Agreement intend that there be no third party
         beneficiaries of this Agreement.

8.16     ENTIRE AGREEMENT; CONFLICTS

         This Agreement contains the entire agreement between the parties hereto
         with regard to this subject matter, and no representations or
         agreements, oral or otherwise, between the parties not embodied herein
         or attached hereto shall be of any force and effect. Any additions or
         amendments to this Agreement subsequent hereto shall be of no force and
         effect unless in writing and signed by the parties hereto.


                                       23
<PAGE>   24

8.17     EXHIBITS

         All Exhibits to this Agreement are to be considered part of this
         Agreement, as if incorporated herein, and all terms, provisions and
         conditions stated in such Exhibits shall be binding on the parties to
         this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year set forth above.

                           SILVER CROSS MANAGED CARE ORGANIZATION,



                           By: /s/ William R. Brownlow
                              -------------------------------------------------
                               William R. Brownlow

                           Its: CFO/Vice President, Finance
                                and Managed Care

                           Date: 1/31/01
                                -----------------------------------------------

                           NORTH AMERICAN MEDICAL MANAGEMENT - ILLINOIS, INC.



                           By: /s/ Wayne Aardsma
                              -------------------------------------------------
                               Wayne Aardsma

                           Its:  President
                               ------------------------------------------------
                           Date: 1/19/2001
                                -----------------------------------------------


                                       24