EXHIBIT 10.9


                                    AGREEMENT

         Between FOHP, Inc. ("FOHP") and Alliance Medical Group, Inc.
("Subcontractor"), concerning the employment by FOHP of Joseph Singer, M.D.
("Employee").
         WHEREAS  Subcontractor  currently  employs  Employee and,
         WHEREAS both Employee and Subcontractor desire to have FOHP employ
Employee according to the terms of this Agreement,
         NOW, THEREFORE, FOHP, Employee and Subcontractor, for the consideration
specified in this Agreement, agree as follows:
         1. TERM. FOHP, Employee and Subcontractor hereby agree that FOHP employ
Employee as Chief  Medical  Officer for FOHP,  Inc.  and as Medical  Director of
First Option Health Plan of New Jersey,  Inc.,  both for an  indefinite  period,
which  shall be no less  that two years  from the date  Employee  begins  active
employment.  During his  employment,  Employee  shall be  subject  to  immediate
termination  for egregious  misconduct or loss of license.  At the conclusion of
the INITIAL two year period, Employee's employment agreement shall automatically
renew  itself  for  two  year  periods  and  thereafter  UNLESS  EITHER  FOHP OR
SUBCONTRACTOR  GIVES TO THE OTHER written  notice of non-renewal AT LEAST TWELVE
MONTHS PRIOR TO THE  EXPIRATION  of the initial two YEAR PERIOD OR TWELVE MONTHS
PRIOR TO THE  EXPIRATION  OF ANY TWO YEAR  RENEWAL  PERIOD,  AS THE CASE MAY BE.
During the period of notice of such non-renewal, Employee shall continue to work
the remainder of the THEN CURRENT term.
         2.  RESPONSIBILITIES.  Subcontractor  and Employee  agree that Employee
shall devote to FOHP 80% of the total time  commitment set forth in his contract
with Subcontractor.
         3. SALARY.  Subcontractor  shall be paid  $240,000.00  per year for the
salary and benefits of  Employee.  Providing  benefits to Employee  shall be the
obligation of Subcontractor and not FOHP; however, FOHP shall provide payment to
Subcontractor  for those benefits  included within the annual  compensation  set
forth above.
         4. AUTOMOBILE AND EXPENSES.  Employee shall be provided with an


<PAGE>


automobile,  gasoline credit card, automobile insurance and maintenance,  all at
FOHP's  expense.  Employee shall also be reimbursed  for other  business-related
expenses in accordance with FOHP policy for employee reimbursement.
         5. CHANGES TO AGREEMENT.  No written or oral  modification,  amendment,
addition to this Agreement, nor waiver of any of its provisions,  shall be valid
or  enforceable  unless  in  writing  and  signed  by the  signatories  to  this
Agreement.
         6. ENTIRE AGREEMENT. This Agreement contains the entire agreement among
FOHP,  Employee and  Subcontractor  with respect to the subject matter contained
herein and supersedes any other prior or contemporaneous  agreement whether oral
or in writing purporting to govern this subject matter.
         7. SEPARABILITY.  The invalidity or  unenforceability of any provisions
of this Agreement shall in no way affect the validity or  enforceability  of any
other provision.
         8.  WAIVER.  Failure to insist upon strict  compliance  with any of the
terms,  covenants, or conditions set forth in this Agreement shall not be deemed
a  waiver  of such  term,  covenant  or  condition,  nor  shall  any  waiver  or
relinquishment  of any  right or power  under the  Agreement  at any one or more
times be deemed a waiver or  relinquishment  of such right or power at any other
times or times.
         9. GOVERNING LAW. This Agreement  shall be governed by and construed in
accordance with the laws of the State of New Jersey and applicable federal law.
         I understand  and agree to the terms and conditions of the Agreement as
set forth above.

FOHP, INC.                                          ALLIANCE MEDICAL GROUP, INC.

      /S/JOHN L. ADDESSA                            /s/  W. Dean Kinsey
      ------------------                            -------------------
By:  John Adessa, President                         By:  W. Dean Kinsey
     and Chief Executive Officer                         President

Dated:    11/30/94                                  Dated:     11/29/94
      ----------------                                    -----------------

                                                       /S/JOSEPH SINGER
                                                    -------------------
                                                    Joseph Singer, M.D.
                                                    Dated:      11/29/94


<PAGE>



                                                                   EXHIBIT 10.42


                             REIMBURSEMENT AGREEMENT
                       (CoreStates Bank Letter of Credit)

         This Reimbursement Agreement (the "Agreement"), made as of April 11,
1996, by and between John L. Adessa, an individual residing at 15 Conover Lane,
Rumson, New Jersey 07760 ("Adessa"), and FOHP, Inc., a New Jersey corporation
with offices at 2 Bridge Avenue, Building 6, Red Bank, New Jersey 07701-1106
("FOHP").

                                    RECITALS

         WHEREAS, to remain in compliance with the statutory net worth and other
capital requirements of certain regulatory bodies of the State of New Jersey,
First Option Health Plan of New Jersey, Inc. ("FOHP-NJ"), a wholly-owned
subsidiary of FOHP which operates as a health maintenance organization in the
State of New Jersey, must have a certain amount of readily ascertainable
capital; and

         WHEREAS, FOHP desires that Adessa secure a letter of credit (the
"Letter of Credit") from CoreStates Bank (the "Bank") in the amount of Three
Hundred and Twenty Three Thousand ($323,000.00) Dollars (the "LC Amount"), which
may be drawn upon by FOHP in the event that FOHP is required to contribute
capital to FOHP-NJ so that FOHP-NJ remains in compliance with the statutory net
worth and other capital requirements of certain regulatory bodies of the State
of New Jersey;

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
representations contained herein, and for other good and valuable consideration
also recited herein, the receipt and sufficiency of which are hereby
acknowledged and agreed to, the parties hereto agree as follows:

                                   ARTICLE ONE
                       CONSIDERATION FOR LETTER OF CREDIT

         As consideration for Adessa securing the Letter of Credit, FOHP hereby
agrees to pay Adessa a single flat fee of two and one-half (2.5%) percent of the
LC Amount (the "Flat Fee"). The Flat Fee will be paid by FOHP by corporate
check.

                                   ARTICLE TWO
                            DRAW ON LETTER OF CREDIT

         Contemporaneous with any payment by Adessa to the Bank which is made as
a result of a draw against the Letter of Credit by FOHP, FOHP will become
obligated to reimburse Adessa for the amount of such draw. Interest on such
obligation will be payable monthly at a rate equal to the prime rate of a
national bank chosen by FOHP plus four (4%) percent. The principal amount of the
obligation plus all accrued interest will be payable to Adessa within nine (9)
months from the date the obligation is first incurred by FOHP.


<PAGE>



                                  ARTICLE THREE
                          AFFIRMATIVE COVENANTS OF FOHP

         Until this Agreement terminates by its terms, FOHP hereby covenants and
agrees that:

         Section 3.1 MAINTAIN CORPORATE EXISTENCE AND QUALIFICATIONS. FOHP will
use its best efforts to maintain and preserve in full force and effect, its
corporate existence and rights, franchises, licenses and qualifications
necessary to continue its business.

         Section 3.2 INFORMATION AND DOCUMENTS TO BE FURNISHED TO ADESSA. FOHP
will furnish to Adessa its annual consolidated financial statements, which have
been audited by an independent accounting firm, as soon as delivered to any
creditor of FOHP, but in no event later than one hundred and twenty (120) days
after the end of each fiscal year.

         Section 3.3. ACCESS TO RECORDS AND PROPERTY. At any time and from time
to time, upon the request by Adessa, FOHP shall give the representatives of
Adessa access during normal business hours to, and permit any of them to
examine, audit, copy or make extracts from, any and all books, records and
documents in the possession of FOHP or any independent contractor relating to
FOHP's affairs, and to inspect any of its properties wherever located.

         Section 3.4 BANK COSTS AND FEES. FOHP will pay all Bank costs and fees
relating to the issuance of the Letter of Credit.

         Section 3.5 INDEMNIFICATION. FOHP undertakes to indemnify Adessa from
any and all liability, loss or damage in excess of the LC Amount that Adessa may
suffer as a result of any claim, demand, cost, or judgment brought or procured
against Adessa by the Bank in connection with the Letter of Credit; provided,
that FOHP shall not indemnify Adessa for any liability, loss or damage that
Adessa may suffer as a result of any claim, damage, cost or judgment brought or
procured against Adessa by the Bank, if such liability, loss or damage was
incurred in connection with Adessa's refusal to pay all or a portion of the LC
Amount to the Bank under the terms of the Letter of Credit.

         Section 3.6 ORDER OF DRAW; REDUCTION IN LETTER OF CREDIT. FOHP agrees
not to draw against the Letter of Credit unless it first exhausts all its rights
against (i) any letter of credit which is payable to FOHP and secured by
physicians who are providers to FOHP-NJ and shareholders of FOHP (collectively,
"Physician Backed Letters of Credit," and individually, a "Physician Backed
Letter of Credit"), (ii) any guaranty of a hospital which is a provider to
FOHP-NJ, or guaranty of an affiliate thereof, which guarantees all or a portion
of the capital obligations of FOHP to FOHP-NJ (collectively, "Institutional
Guaranties," and individually, an "Institutional Guaranty"), (iii) the letter of
credit payable to FOHP secured by William B. Roberts with Chemical Bank in the
amount of three million ($3,000,000) dollars (the "Roberts LC"), and (iv) the
letter of credit payable to FOHP secured by Randall

                                       -2-

<PAGE>



Krakauer with CoreStates Bank in the amount of three hundred thousand ($300,000)
dollars (the "Krakauer  LC"). In addition,  in the event FOHP determines that it
no longer  requires all of (a) the Letter of Credit,  (b) the  Physician  Backed
Letters of Credit, (c) the Institutional Guaranties, (d) the Roberts LC, and (e)
the Krakauer LC and thereby  desires to reduce or terminate  one or more of such
instruments, FOHP will reduce or terminate the Letter of Credit before reducing
or  terminating  any  Physician  Backed  Letter  of  Credit,  any  Institutional
Guaranty, the Roberts LC or the Krakauer LC.

                                  ARTICLE FOUR
                           NEGATIVE COVENANTS OF FOHP

         Until this Agreement terminates by its terms, FOHP hereby covenants and
agrees that:

         Section 4.1 WITHDRAWAL CONDITIONS. FOHP will not draw against the
Letter of Credit unless the following conditions are satisfied: (i) FOHP must
furnish written evidence to Adessa that either or both the New Jersey Department
of Insurance ("DOI") and/or the New Jersey Department of Health ("DOH") has
required that FOHP-NJ obtain additional capital to remain in compliance with the
statutory net worth and other capital requirements applicable to FOHP-NJ; and
(ii) FOHP does not have sufficient capital to contribute to FOHP-NJ so that
FOHP-NJ is able to satisfy the request of the DOI and/or DOH and remain in
compliance with the statutory net worth and other capital requirements
applicable to it, and provides written representation to that effect.

         Section 4.2 MERGER. FOHP will not, without the prior written consent of
Adessa, merge into any other entity.

         Section 4.3 DISPOSITION OF ASSETS. FOHP will not, without the prior
written consent of Adessa, sell, lease, transfer, convey or otherwise dispose of
more than fifty (50%) percent of its assets during any six (6) month period.

         Section 4.4 LOANS. FOHP will not, without the prior written consent of
Adessa, make loans to any person, firm or entity.

         Section 4.5 TRANSFERS OF NOTES OR ACCOUNTS RECEIVABLE. FOHP will not,
without the prior written consent of Adessa, sell, assign, transfer, discount or
otherwise dispose of any accounts receivables or any promissory note payable to
it with or without recourse, except in the ordinary course of business.

         Section 4.6 DIVIDENDS. FOHP will not, without the prior written consent
of Adessa, declare or pay any cash dividends or make any distribution on, or
redeem, retire or otherwise acquire directly or indirectly, any share of its
stock, other than redemptions by FOHP of its stock in accordance with the
provisions of its Amended and Restated Certificate of Incorporation.

                                       -3-

<PAGE>



                                  ARTICLE FIVE
                               BREACH OF COVENANTS

         In the event FOHP materially breaches any of the covenants contained in
Article Three or Article Four of this Agreement (each a "Material Breach"),
Adessa shall provide FOHP written notice of the Material Breach (a "Notification
Letter"). Upon the receipt of a Notification Letter and until the Material
Breach discussed in the Notification Letter is remedied, FOHP shall not draw
against the Letter of Credit.

                                   ARTICLE SIX
                                  MISCELLANEOUS

         Section 6.1 TERMINATION. This Agreement shall terminate upon the
earlier of (a) the termination of the Letter of Credit, (b) the termination of
Adessa's employment with FOHP for any reason, (c) the death of Adessa or (d)
Adessa becoming "disabled" as such term is defined in the employment agreement
between FOHP and Adessa, the effective date of which was October 27, 1995.

         Section 6.2. NOTICES. All notices, requests, consents and other
communications shall be in writing and shall be delivered in person or delivered
by telex, telegram, telecopy, a nationally recognized overnight courier service
or mailed by first class registered or certified mail, postage prepaid, to the
addresses set forth above or, in any case, at such other address or addresses as
shall have been furnished in writing to all parties to this Agreement.

         All such notices, requests, consents and other communications shall be
deemed to have been delivered (a) in the case of personal delivery, telex,
telegram or telecopy, on the date of such delivery, (b) in the case of a
nationally recognized overnight courier service, on the second business day
following the date of dispatch, and (c) in the case of mailing, on the fifth
business day following deposit of a notice, request, consent or other
communication, in the U.S. Mail.

         Section 6.3 ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter hereof
and merges and supersedes all prior discussions, agreements and understandings
of every kind and nature between them and no party hereto shall be bound by any
condition, definition, warranty, representation or agreement other than as
expressly provided for in this Agreement or as may be, on a date subsequent to
or contemporaneous with the date hereof, duly set forth in writing signed by
each of the parties hereto. This Agreement shall not be changed, modified or
amended except by a writing signed by all the parties hereto.

         Section 6.4 GOVERNING LAW. This Agreement and its validity,
construction and performance shall be governed in all respects by the laws of
the State of New Jersey, without giving effect to principles of conflict of
laws. Further, in the event that any dispute arises between the parties to this
Agreement, unless otherwise set forth herein, such dispute shall be

                                       -4-

<PAGE>


settled by a court of competent jurisdiction of the State of New Jersey or the
United States District Court for the District of New Jersey and the parties
hereto agree to submit to the jurisdiction of the courts of the State of New
Jersey or the United States District Court for the District of New Jersey.

         Section 6.5 SEVERABILITY. If any provision of this Agreement or the
application of any provision hereof to any person or circumstance is held
invalid, the remainder of this Agreement and the application of such provision
to other persons or circumstances shall not be affected unless the provision
held invalid shall substantially impair the benefits of the remaining portions
of this Agreement.

         Section 6.6 BENEFIT OF PARTIES, ASSIGNMENT. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
representatives, successors, heirs and assigns. This Agreement may not be
assigned by either party hereto except with the prior written consent of the
other party hereto.

         Section 6.7 HEADINGS. The headings in the Sections of this Agreement
are inserted for convenience of reference only and shall not constitute a part
hereof.

         Section 6.8 PUBLICITY. No news release or other public announcement
pertaining in any way to the transactions contemplated by this Agreement shall
be made by Adessa without the prior consent of FOHP.

         Section 6.9 CONSTRUCTION. As used in this Agreement, words in the
singular shall be construed as including the plural and vice versa and words in
one gender shall include all genders unless the context shall clearly require
otherwise.

         IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement or caused this Agreement to be executed by a duly authorized corporate
officer thereof as of the day and year first above written.


                                                     /S/ JOHN L. ADESSA
                                                     ------------------
                                                     JOHN L. ADESSA

                                                     FOHP, INC.

                                                     By:/S/ DONALD PARISI
                                                     --------------------
                                                     DONALD PARISI
                                                     Senior Vice President and
                                                     General Counsel




                                       -5-

<PAGE>






                             REIMBURSEMENT AGREEMENT
                       (CoreStates Bank Letter of Credit)

         This Reimbursement Agreement (the "Agreement"), made as of September
13, 1996, by and between John L. Adessa, an individual residing at 15 Conover
Lane, Rumson, New Jersey 07760 ("Adessa"), and FOHP, Inc., a New Jersey
corporation with offices at 2 Bridge Avenue, Building 6, Red Bank, New Jersey
07701-1106 ("FOHP").

                                    RECITALS

         WHEREAS, in April 1996, Adessa secured a letter of credit (the "Letter
of Credit") from CoreStates Bank (the "Bank") in the amount of Three Hundred and
Twenty Three Thousand ($323,000.00) Dollars (the "LC Amount"), which may be
drawn upon by FOHP in the event that FOHP is required to contribute capital to
First Option Health Plan of New Jersey, Inc. ("FOHP-NJ") so that FOHP-NJ remains
in compliance with the statutory net worth and other capital requirements of
certain regulatory bodies of the State of New Jersey;

         WHEREAS, in connection with the Letter of Credit, FOHP and Adessa
entered into a Reimbursement Agreement dated April 11, 1996 (the "First
Reimbursement Agreement"), pursuant to which FOHP agreed to reimburse Adessa for
any amounts drawn against the Letter of Credit;

         WHEREAS, Adessa and FOHP would like to reduce the LC Amount of the
Letter of Credit to $100,000 (the "New LC Amount"); and

         WHEREAS, in connection with the reduction of the LC Amount, Adessa and
FOHP believe it necessary to terminate the First Reimbursement Agreement and
substitute therefor this Agreement;

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
representations contained herein, and for other good and valuable consideration
also recited herein, the receipt and sufficiency of which are hereby
acknowledged and agreed to, the parties hereto agree as follows:

                                   ARTICLE ONE
                  REPLACEMENT OF FIRST REIMBURSEMENT AGREEMENT

         The First Reimbursement Agreement, and all amendments and addendums
thereto, is terminated as of the date hereof, and this Agreement shall be
substituted therefor.




<PAGE>



                                   ARTICLE TWO
                            DRAW ON LETTER OF CREDIT

         Contemporaneous with any payment by Adessa to the Bank which is made as
a result of a draw against the Letter of Credit by FOHP, FOHP will become
obligated to reimburse Adessa for the amount of such draw. Interest on such
obligation will be payable monthly at a rate equal to the prime rate of a
national bank chosen by FOHP plus four (4%) percent. The principal amount of the
obligation plus all accrued interest will be payable to Adessa within nine (9)
months from the date the obligation is first incurred by FOHP.


                                  ARTICLE THREE
                          AFFIRMATIVE COVENANTS OF FOHP

         Until this Agreement terminates by its terms, FOHP hereby covenants and
agrees that:

         Section 3.1 MAINTAIN CORPORATE EXISTENCE AND QUALIFICATIONS. FOHP will
use its best efforts to maintain and preserve in full force and effect, its
corporate existence and rights, franchises, licenses and qualifications
necessary to continue its business.

         Section 3.2 INFORMATION AND DOCUMENTS TO BE FURNISHED TO ADESSA. FOHP
will furnish to Adessa its annual consolidated financial statements, which have
been audited by an independent accounting firm, as soon as delivered to any
creditor of FOHP, but in no event later than one hundred and twenty (120) days
after the end of each fiscal year.

         Section 3.3 ACCESS TO RECORDS AND PROPERTY. At any time and from time
to time, upon the request by Adessa, FOHP shall give the representatives of
Adessa access during normal business hours to, and permit any of them to
examine, audit, copy or make extracts from, any and all books, records and
documents in the possession of FOHP or any independent contractor relating to
FOHP's affairs, except for confidential information or materials or minutes of
meetings of the Board of Directors.

         Section 3.4 BANK COSTS AND FEES. FOHP will pay all Bank costs and fees
relating to the issuance of the Letter of Credit.

         Section 3.5 INDEMNIFICATION. FOHP undertakes to indemnify Adessa from
any and all liability, loss or damage in excess of the New LC Amount that Adessa
may suffer as a result of any claim, demand, cost, or judgment brought or
procured against Adessa by the Bank in connection with the Letter of Credit;
provided, that FOHP shall not indemnify Adessa for any liability, loss or damage
that Adessa may suffer as a result of any claim, damage, cost or judgment
brought or procured against Adessa by the Bank, if such liability, loss or
damage was incurred in connection with Adessa's refusal to pay all or a portion
of the New LC Amount to the Bank under the terms of the Letter of Credit.

                                       -2-

<PAGE>



                                  ARTICLE FOUR
                              WITHDRAWAL CONDITIONS

         Until this Agreement terminates by its terms, FOHP hereby covenants and
agrees that it will not draw against the Letter of Credit unless the following
conditions are satisfied: (i) FOHP must furnish written evidence to Adessa that
either or both the New Jersey Department of Insurance ("DOI") and/or the New
Jersey Department of Health ("DOH") has required that FOHP-NJ obtain additional
capital to remain in compliance with the statutory net worth and other capital
requirements applicable to FOHP-NJ; and (ii) FOHP does not have sufficient
capital to contribute to FOHP-NJ so that FOHP-NJ is able to satisfy the request
of the DOI and/or DOH and remain in compliance with the statutory net worth and
other capital requirements applicable to it, and provides written representation
to that effect.

         In addition to the above conditions, FOHP agrees not to draw against
the Letter of Credit unless it first exhausts all its rights against (i) any
letter of credit which is payable to FOHP and secured by physicians who are
providers to FOHP-NJ and shareholders of FOHP (collectively, "Physician Backed
Letters of Credit," and individually, a "Physician Backed Letter of Credit"),
(ii) any guaranty of a hospital which is a provider to FOHP-NJ, or guaranty of
an affiliate thereof, which guarantees all or a portion of the capital
obligations of FOHP to FOHP-NJ (collectively, "Institutional Guaranties," and
individually, an "Institutional Guaranty"), (iii) the letter of credit payable
to FOHP secured by William B. Roberts with Chemical Bank in the amount of three
million ($3,000,000) dollars (the "Roberts LC"), and (iv) the letter of credit
payable to FOHP secured by Randall Krakauer with CoreStates Bank in the amount
of three hundred thousand ($300,000) dollars (the "Krakauer LC"). In addition,
in the event FOHP determines that it no longer requires all of (a) the Letter of
Credit, (b) the Physician Backed Letters of Credit, (c) the Institutional
Guaranties, (d) the Roberts LC, and (e) the Krakauer LC and thereby desires to
reduce or terminate one or more of such instruments, FOHP will reduce or
terminate the Letter of Credit before reducing or terminating any Physician
Backed Letter of Credit, any Institutional Guaranty, the Roberts LC or the
Krakauer LC.

                                  ARTICLE FIVE
                        BREACH OF COVENANTS OR CONDITIONS

         In the event FOHP materially breaches any of the covenants or
conditions contained in Article Three or Article Four of this Agreement (each a
"Material Breach"), Adessa shall provide FOHP written notice of the Material
Breach (a "Notification Letter"). Upon the receipt of a Notification Letter and
until the Material Breach discussed in the Notification Letter is remedied, FOHP
shall not draw against the Letter of Credit.



                                       -3-

<PAGE>



                                   ARTICLE SIX
                                  MISCELLANEOUS

         Section 6.1 TERMINATION. This Agreement shall terminate upon the
termination of the Letter of Credit.

         Section 6.2 NOTICES. All notices, requests, consents and other
communications shall be in writing and shall be delivered in person or delivered
by telex, telegram, telecopy, a nationally recognized overnight courier service
or mailed by first class registered or certified mail, postage prepaid, to the
addresses set forth above or, in any case, at such other address or addresses as
shall have been furnished in writing to all parties to this Agreement.

         All such notices, requests, consents and other communications shall be
deemed to have been delivered (a) in the case of personal delivery, telex,
telegram or telecopy, on the date of such delivery, (b) in the case of a
nationally recognized overnight courier service, on the second business day
following the date of dispatch, and (c) in the case of mailing, on the fifth
business day following deposit of a notice, request, consent or other
communication, in the U.S. Mail.

         Section 6.3 ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter hereof
and merges and supersedes all prior discussions, agreements and understandings
of every kind and nature between them and no party hereto shall be bound by any
condition, definition, warranty, representation or agreement other than as
expressly provided for in this Agreement or as may be, on a date subsequent to
or contemporaneous with the date hereof, duly set forth in writing signed by
each of the parties hereto. This Agreement shall not be changed, modified or
amended except by a writing signed by all the parties hereto.

         Section 6.4 GOVERNING LAW. This Agreement and its validity,
construction and performance shall be governed in all respects by the laws of
the State of New Jersey, without giving effect to principles of conflict of
laws. Further, in the event that any dispute arises between the parties to this
Agreement, unless otherwise set forth herein, such dispute shall be settled by a
court of competent jurisdiction of the State of New Jersey or the United States
District Court for the District of New Jersey and the parties hereto agree to
submit to the jurisdiction of the courts of the State of New Jersey or the
United States District Court for the District of New Jersey.

         Section 6.5 SEVERABILITY. If any provision of this Agreement or the
application of any provision hereof to any person or circumstance is held
invalid, the remainder of this Agreement and the application of such provision
to other persons or circumstances shall not be affected unless the provision
held invalid shall substantially impair the benefits of the remaining portions
of this Agreement.



                                       -4-

<PAGE>


         Section 6.6 BENEFIT OF PARTIES, ASSIGNMENT. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
representatives, successors, heirs and assigns. This Agreement may not be
assigned by either party hereto except with the prior written consent of the
other party hereto.

         Section 6.7 HEADINGS. The headings in the Sections of this Agreement
are inserted for convenience of reference only and shall not constitute a part
hereof.

         Section 6.8 PUBLICITY. No news release or other public announcement
pertaining in any way to the transactions contemplated by this Agreement shall
be made by Adessa without the prior consent of FOHP.

         Section 6.9 CONSTRUCTION. As used in this Agreement, words in the
singular shall be construed as including the plural and vice versa and words in
one gender shall include all genders unless the context shall clearly require
otherwise.

         IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement or caused this Agreement to be executed by a duly authorized corporate
officer thereof as of the day and year first above written.


                                                     /S/ JOHN L. ADESSA
                                                     ------------------
                                                     JOHN L. ADESSA


                                                     FOHP, INC.


                                                     By:/S/ DONALD PARISI
                                                     --------------------
                                                     DONALD PARISI
                                                     Senior Vice President and
                                                     General Counsel



                                       -5-