<PAGE>   1
                                                                   EXHIBIT 10.22

              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

1.       PARTIES

         This Physician Practice Management Participation Agreement
         ("Agreement") is made and entered into by and between:

         a. METCARE OF FLORIDA, INC. (hereinafter referred to as "PPM"), a
         professional physician practice management organization licensed and/or
         organized under the laws of the State of Florida and the principals of
         said party, all of whom are listed on the attached Ownership Disclosure
         Statement (Attachment A);AND

         b. Humana Medical Plan, Inc., PCA Health Plans of Florida, Inc. and PCA
         Family Health Plan, Inc. (health maintenance organizations) and Humana
         Health Insurance Company of Florida, Inc. (a Florida insurance company)
         and Humana Insurance Company, Employers Health Insurance Company and
         PCA Life insurance Company (insurance companies) and their affiliates
         who underwrite or administer health plans. All of said companies are
         collectively referred to in this Agreement as "HUMANA". The joinder of
         these companies under the designation "HUMANA" shall not be construed
         as imposing joint responsibility or cross- guarantee between or among
         HUMANA companies.

2.       RELATIONSHIP

         In performance of the duties and obligations of each of the parties to
this Agreement and in regard to any services rendered or performed by either
party for covered individuals designated by HUMANA (hereinafter referred to as
"Member3"), including but not limited to those individuals covered under
HUMANA's Commercial plans, Medicare HMO and POS plans, and other health care
bene ' fit plans, under designated HUMANA contracts, and to all individuals
covered under designated self-insured employer, employer trust, or other health
care benefit contracts whose claims are either administered by HUMANA or where
HUMANA administers the provider network for another third party payor issuing
and administering the contract, it mutually is understood and agreed that HUMANA
and PPM and their respective employees and agents are at all times acting and
performing as independent contractors and that neither party nor their
respective employees and agents, shall be considered the agent, servant,
employee of or joint venturer with the other party. Notice to, or consent from,
any third party, including a Member or other physician, shall not be required in
order to make any termination or modification of this Agreement effective. PPM
is contracting for itself, and as agent for and under authority granted to PPM
by each

*The Confidential Portion has been so omitted pursuant to a request for
confidential treatment and has been filed separately with the Commission.

                                        1


<PAGE>   2


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

of its physicians ("PPM Physicians") employed by or under contract with PPM,
unless otherwise agreed to herein, the parties acknowledge and agree that
neither PPM nor HUMANA will be liable for the activities of the other nor the
agents and employees of the other, including but not limited to, any
liabilities, losses, damages, injunctions, suits, actions, fines, penalties,
claims or demands of any kind or nature by or on behalf of any person, party or
governmental authority arising out of or in connection with: (I) any failure to
perform any of the agreements, terms, covenants or conditions of this Agreement;
(II) any negligent act or omission or other misconduct; (III) the failure to
comply with any applicable laws, rules or regulations; or (IV) any accident
injury or damage to persons or property. PPM acknowledges and shall require PPM
Physicians to acknowledge that all patient care and related decisions are the
sole responsibility of the PPM Physicians and that HUMANA does not dictate or
control PPM Physicians' clinical decisions with respect to the medical care or
treatment of Members. Notwithstanding anything to the contrary herein, PPM on
behalf of itself and each of its PPM Physicians further agrees to and hereby
does indemnify, defend and hold harmless HUMANA from any and all claims,
judgments, costs, liabilities, damages and expenses, including reasonable
attorneys' fees, whatsoever, arising from any acts or omissions in the provision
of medical services by PPM and/or PPM Physicians under this Agreement. This
provision shall survive termination of this Agreement, regardless of the cause
giving rise to the termination.

3.       NO THIRD PARTY BENEFICIARIES

         With the exception of Article 27, the parties have not created and do
         not intend to create by this Agreement any third party rights under
         this Agreement, including but not limited to Members. The parties
         acknowledge and agree that, with the exception of Article 27 of this
         Agreement, there are no third party beneficiaries to this Agreement.

4.       SCOPE OF THE AGREEMENT

         4.1 This Agreement sets forth the rights, responsibilities, terms and
         conditions governing: (I) PPM and PPM Physicians' status as a health
         care provider contracted and credentialed by HUMANA to provide health
         care services (hereinafter "Participating Providers") to Members in
         certain health care networks established or managed by HUMANA and (II)
         PPM Physicians' services to Members. This Agreement applies only to
         those health care benefit contracts and to those Members designated by
         HUMANA.

                                        2


<PAGE>   3


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         4.2 Upon request, HUMANA agrees to provide PPM with a listing of all
         other agreements under which PPM and PPM Physicians will be providing
         services as required by this Agreement.

         4.3 All rights and responsibilities arising in respect to Members shall
         be applicable to only the company which issued the contract covering
         the respective Members and may not be imposed or enforced upon any
         other affiliated or related company. Further, with respect to
         self-insured contracts, unless otherwise indicated, HUMANA's
         responsibilities are limited to those of administration or claims
         processing.

         4.4 PPM represents and warrants that PPM and all PPM Physicians and
         their respective members, independent contractors and employees will
         abide by the terms and conditions of this Agreement, and PPM shall
         obtain acknowledgment of such from each PPM Physician member,
         independent contractor and employee required to be credentialed under
         the terms of this Agreement.

         4.5 The parties agree that nothing contained in this Agreement is
         intended to interfere with or hinder communications between
         physician(s) and Members regarding patient treatment.

5.       SUBCONTRACTING PERFORMANCE

         5.1 PPM shall provide directly, or through appropriate arrangement with
         PPM Physicians and other providers of medical services, medical
         services to Members. It is understood and agreed that said PPM shall
         maintain written agreements with the PPM Physicians, and other licensed
         providers of medical care where applicable, in a form comparable to,
         and consistent with, the terms and conditions established in this
         Agreement, and in a form approved by HUMANA. A sample copy of the
         agreement between PPM and PPM Physicians in effect at the time of the
         signing of this Agreement is attached in Attachment I. In the event of
         a conflict between the language of the PPM Physician agreements and
         this Agreement, the language in this Agreement shall control. PPM
         agrees to notify HUMANA of any material change(s) to the aforementioned
         agreements at least thirty (30) days prior to implementing such
         change(s), during which period, HUMANA may object to the change(s).
         HUMANA's notice of objection shall not preclude PPM's implementation of
         such change(s), but PPM agrees that any such change(s) shall not be
         contrary to, in violation of, or inconsistent with the terms of this
         Agreement. In the event HUMANA notifies PPM of its objection, both
         parties agree to make a good faith effort to resolve such dispute in a
         timely manner.

                                        3


<PAGE>   4


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         5.2 All PPM Physicians and other providers of medical services
         providing services to HUMANA Members shall be subject to HUMANA's
         credentialing process prior to receiving status as a HUMANA
         Participating Provider.

         5.3 PPM represents and warrants that it is authorized to negotiate
         terms and conditions of physician agreements and further to execute
         such agreements for and on behalf of PPM Physicians.

         5.4 Upon request, PPM agrees to disclose to HUMANA w1thin a reasonable
         time period not to exceed thirty (30) days, or such lesser period of
         time required for HUMANA to comply with all applicable state and
         federal laws, rules and regulations, from such request, all of the
         terms and conditions of any payment arrangement that constitutes a
         physician incentive plan as defined by Health Care Financing
         Administration ("HCFA") and/or any state or federal law, between PPM
         and PPM Physicians. Such disclosure shall be in the form of a
         certification, or other form as required by HCFA, by PPM and shall
         identify, at a minimum: (I) whether services not furnished by the PPM
         Physician(s) are included; (II) the type of Incentive plan, including
         the amount, identified as a percentage, of any withhold or bonus; (III)
         the amount and type of any stop-loss coverage provided for or required
         of the PPM Physicians and (IV) the PPM Physician(s) patient panel size,
         broken down by total PPM Physicians panel and individual PPM Physician
         panel size, by the type of insurance coverage (i.e. Commercial HMO,
         Medicare HMO and Medicaid HMO).

         5.5 PPM shall have, for the term of this Agreement, agreements with
         licensed providers of medical services that: (I) shall be in writing
         and on contract forms approved by HUMANA; and (II) shall include terms
         and conditions which comply with all applicable requirements for
         provider agreements under state and federal laws, rules and
         regulations; and (III) shall appoint HUMANA as the PPM's authorized
         agent for the payment of claims for Covered Services rendered to HUMANA
         Members submitted by such licensed providers and (IV) shall contain
         provisions for holding HUMANA harmless from and against any and all
         disputes between such licensed providers and HUMANA concerning the
         adjudication and the amount of the payment of the claims to the extent
         HUMANA relies on PPM's adjudication of such claims submitted for
         Covered Services rendered to HUMANA Members. In addition, from and
         after the Effective Date hereof, agreements with independent contractor
         PPM Physicians shall contain a provision to extend automatically at
         HUMANA's election the terms of such agreements to HUMANA in the event
         that this Agreement terminates for any reason for the lesser of the
         remaining term of such agreements or one (1) year.

                                        4


<PAGE>   5


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         5.6 In the event PPM acquires, through an asset acquisition, merger,
         consolidation, lease or other means, or enters into a management
         agreement to manage the practice of physician(s) or physician groups in
         THE DAYTONA BEACH MARKET, and such practices or groups have in effect
         an agreement with HUMANA to provide medical services to HUMANA Members
         on a capitated, percentage of premium or other risk sharing basis at
         rates which are more favorable to HUMANA than those contained herein,
         the rates contained herein shall be adjusted to reflect a blended rate
         by product weighted by the relative number of Members at the newly
         acquired or managed practice(s); provided, however, such blended rate
         shall in no event result in an increase in the total funding by HUMANA
         to PPM hereunder regardless of whether the newly acquired practice's
         reimbursement from HUMANA is more favorable or not.

         5.7 In the event that a PPM Physician is a party to more than one
         agreement with HUMANA for the provision of medical services to Members,
         PPM or PPM Physician will be reimbursed for Covered Services by HUMANA
         under the agreement selected by HUMANA. However, in the event that a
         physician affiliated with PPM declines participation under this
         Agreement prior to the execution of this Agreement, to the extent
         physician is a party to another agreement with HUMANA, reimbursement
         for the provision of Covered Services to Members shall be in accordance
         with such other agreement between HUMANA and the physician.

6.       LIQUIDATED DAMAGES

         PPM acknowledges and shall require PPM Physicians to acknowledge that
         HUMANA has invested and will invest substantial resources including
         funds, time, effort and goodwill in building a roll of Medicare Members
         to be treated by PPM Physicians. Therefore, PPM agrees that PPM and PPM
         Physicians, or any of PPM or PPM Physicians' employees, principals or
         financially related entities, shall not solicit, persuade, induce,
         coerce or otherwise cause the disenrollment of any Medicare Member at
         any time, directly or indirectly. If thirty-five (35) or more Medicare
         Members assigned to an individual PPM Physician disenroll from HUMANA
         due to PPM or PPM Physicians' directly or indirectly soliciting,
         persuading, inducing, coercing or otherwise causing the disenrollment
         of such Medicare Members to be treated by PPM or any of PPM Physicians
         or PPM/PPM Physicians' employees, principals or other financially
         related entity under some other prepaid health care benefit plan other
         than HUMANA's, PPM shall pay HUMANA the amount of three thousand
         dollars ($3,000.00) for each disenrolled Medicare Member who is treated
         by PPM, or any of PPM Physicians, or PPM/PPM

                                        5


<PAGE>   6


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         Physicians' employees, principals or any financially related entity.
         PPM hereby agrees and shall require PPM Physicians hereby to agree that
         this amount is not a penalty and constitutes liquidated damages in as
         much as the actual damages are not and cannot be ascertained at the
         time of the execution of this Agreement. PPM and PPM Physicians
         understand that this liquidated damages clause does not apply to or
         require payment from the Medicare Members under any circumstance.
         HUMANA agrees with PPM and PPM Physicians that this paragraph shall not
         be applicable in the case of any Medicare Member who disenrolls and Is
         treated by a PPM Physician or anyone else on a non-prepaid and
         non-capitated fee-for-service basis as a private patient. In addition,
         Medicare Members who were patients prior to PPM Physician's
         participation as a HUMANA Participating Provider, are excluded from
         this provision, if the PPM and/or PPM Physician can furnish
         documentation to HUMANA in the form of a list of his/her patients prior
         to becoming a HUMANA Participating Provider. PPM and PPM Physicians
         have the obligation to and agree to notify HUMANA immediately of the
         name of any Medicare Member or former Medicare Member treated by a PPM
         Physician or any other person covered by this provision. This paragraph
         shall survive for twelve (12) months following the termination or
         expiration of this Agreement regardless of the cause giving rise to
         termination.

7.       POLICIES AND PROCEDURES

         7.1 PPM shall require PPM Physicians to agree to abide by all quality
         assurance, quality improvement, accreditation, risk management,
         utilization review, credentialing, recredentialing and other
         administrative policies and procedures established and revised by
         HUMANA from time to time, and such other administrative policies and
         procedures as are set out in the Affiliated Provider Manual and/or the
         Physician's Administration Manual ("Manual") and/or bulletins and
         manuals that may be promulgated by HUMANA from time to time in order to
         supplement the Manual, current copies of which hereby are acknowledged
         as received. PPM shall be notified of any revisions to the policies and
         procedures and they shall become binding upon PPM and PPM Physicians
         thirty (30) days after HUMANA has notified PPM. Additionally, HUMANA
         shall notify PPM of any other revisions to existing policies and
         procedures, at which time of notice such revisions shall become binding
         upon PPM and PPM Physicians. Any revisions affecting PPM and/or PPM
         Physicians shall not be discriminatory and shall apply to all providers
         similarly situated. PPM Physicians shall notify HUMANA's Pre-Admission
         Certification department or designated personnel of any inpatient
         admissions of HUMANA Members as required in the Manual. PPM
         acknowledges and agrees that

                                        6


<PAGE>   7


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         such notification shall be prior to the inpatient admission(s) of any
         HUMANA Members not assigned to PPM Primary Care Physicians.

         7.2 PPM further agrees, in accordance with the Letter of Agreement to
         be signed by each PPM Physician, an example of which appears in
         Attachment H, that PPM and HUMANA may share information, including but
         not limited to credentialing, recredentialing, quality management and
         utilization management information as related to the treatment of
         Members. However, it expressly is understood that the information shall
         not be shared with anyone other than HUMANA and PPM, unless required by
         law or pursuant to prior written consent of the PPM Physician involved.

         7.3 PPM acknowledges and agrees that a signed Letter of Agreement, (in
         a form substantially similar to that form attached hereto as Attachment
         H), for each PPM Physician participating under this Agreement shall be
         provided to HUMANA prior to execution of this Agreement, and prior to
         the provision of services to HUMANA Members for those PPM Physicians
         who join PPM and are approved by HUMANA and agree to participate under
         this Agreement and/or whose credentialing applications are approved
         subsequent to execution of this Agreement. Notwithstanding the above,
         PPM acknowledges and agrees that PPM shall sign the Letter of Agreement
         on behalf of those PPM Physicians that are employed by PPM, and all
         other PPM Physicians shall sign a Letter of Agreement on an individual
         basis. PPM Physicians who do not execute such Letter of Agreement shall
         not be entitled to participate under this Agreement and will not be
         listed in HUMANA's provider directories.

         7.4 All administrative services, including but not limited to
         credentialing, recredentialing, utilization management, quality
         assurance and fiscal services, shall be performed by HUMANA. However,
         HUMANA in its sole discretion will discuss with PPM, PPM's provision of
         such services at such time as PPM may demonstrate administrative or
         information service capabilities acceptable to HUMANA.

8.       CREDENTIALING

         8.1 All PPM Physicians who will provide medical services to Members
         hereunder are required to be credentialed, and shall be subject to the
         credentialing process prior to receiving status as a HUMANA
         Participating Provider.

         8.2 Participation under this Agreement by PPM, and each of its PPM
         Physicians, is subject to the satisfaction and maintenance, in HUMANA's
         sole judgment, of all credentialing and recredentialing standards
         established by HUMANA's credentialing

                                        7


<PAGE>   8


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         and/or medical affairs departments and adopted under the policies and
         procedures set out in the Manual and other rules and regulations
         promulgated thereby. PPM and/or PPM Physicians shall provide HUMANA
         with the information necessary to ensure compliance with this Article 8
         at no additional expense to HUMANA and/or any vendor to whom HUMANA at
         its sole discretion, may delegate the credentialing and/or
         recredentialing process(es) to.

         8.3 HUMANA reserves the right to approve new PPM Physicians and/or, as
         applicable, other health care providers required to be credentialed, or
         to terminate or suspend any PPM Physician or, other health care
         providers required to be credentialed, who will be or is providing care
         to HUMANA Members, who does not meet or fails to maintain HUMANA's
         credentialing and/or recredentialing standards. HUMANA agrees to notify
         PPM of its decision to terminate any PPM Physician or any other PPM
         health care provider required to be credentialed under HUMANA standards
         and, except in cases of immediate terminations, PPM shall have fourteen
         (14) days from such notice to request reconsideration of such decision
         by HUMANA's Medical Director. However, PPM acknowledges and agrees that
         HUMANA shall have the final decision on the matter. PPM further
         acknowledges and agrees and shall require PPM Physicians further to
         acknowledge and agree that any limitation and/or suspension and/or
         termination of his/her credentialing or recredentialing status by
         HUMANA or any one or more of HUMANA's affiliates shall apply uniformly
         to PPM Physician(s)' credentialing or recredentialing status with
         HUMANA and all of its affiliates. In the event the limitation,
         suspension and/or termination is for administrative reasons, HUMANA or
         any of its affiliates may elect to reject the administrative action of
         the acting HUMANA entity's determination.

9.       LICENSURE/CERTIFICATION

         9.1 PPM shall require PPM Physicians, and all employees of PPM and/or
         PPM Physicians required to be so licensed or certified, to procure and
         maintain for the term of this Agreement such licensure and/or
         certification as is required under HUMANA's policies and procedures,
         under the terms and conditions of this Agreement, in compliance with
         the provisions in the Manual, and in accordance with all applicable
         state and federal laws. PPM shall and/or shall require PPM Physicians
         to notify HUMANA immediately of any changes in licensure or
         certification status of PPM Physicians, and their employees as
         applicable.

         9.2 PPM represents and warrants that it has obtained and shall maintain
         any and all licenses, certificates and/or approvals required under
         Florida and/or federal laws, rules and regulations, for the performance
         by PPM of its duties and obligations

                                        8


<PAGE>   9


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         under this Agreement. Further, PPM shall maintain a valid Florida Third
         Party Administrators License during the term of this Agreement, where
         PPM is required to do so.

10.      MEDICAL SERVICES TO BE PROVIDED

         10.1 PPM on behalf of itself and PPM Physicians, desires to become a
         Participating Provider under the terms of this Agreement and agrees to
         provide and/or arrange. for health care services for Members, in
         accordance with this Agreement and the applicable Member health
         benefits contract (hereinafter "Covered Services"). PPM Physicians'
         responsibilities for providing and/or arranging Covered Services to
         Members at the locations listed in Attachment C are set forth in the
         Attachment D. PPM shall provide HUMANA with at least sixty (60) days
         prior written notice of any proposed changes in the locations or the
         proposed closing by PPM or PPM Physician(s) of any practice listed in
         Attachment C and any such change or closing shall be subject to
         HUMANA's approval, which shall not unreasonably be withheld. Failure to
         obtain HUMANA's prior approval may result, at HUMANA's sole and
         complete discretion, in the termination of such PPM Physician(s) and/or
         office sites from participation under this Agreement.

         10.2 In the event PPM and/or PPM Physician(s) dispute what services are
         covered under the applicable health care benefits plan contract, the
         Medical Directors of HUMANA and PPM shall make reasonable efforts to
         resolve such disputes. However, PPM agrees that HUMANA shall have sole
         and final authority to interpret and determine what services and/or
         benefits are covered under the applicable health care benefits
         contract.

11.      STANDARDS OF PROFESSIONAL PRACTICE

         11.1 PPM agrees to require PPM Physicians to provide Members with
         medical services which are within the normal scope of PPM Physicians'
         medical practices. These services shall be made available to Members
         without discrimination on the basis of health care benefit plan, source
         of payment, sex, age, race, color, religion, national origin, health
         status or other handicap, and in the same manner as provided to PPM
         Physicians' other patients. PPM agrees to require that PPM Physicians
         provide medical services to Members in accordance with the prevailing
         practices and standards of the profession.

         11.2 PPM understands and agrees and shall require PPM Physicians to
         agree that HUMANA may deny payment(s) for medical services rendered to
         Members

                                        9


<PAGE>   10


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         which are, in the opinion of HUMANA, determined not to be medically
         necessary. "Medically Necessary" (or "Medical Necessity") shall mean
         services or supplies provided by a hospital, physician or other health
         care provider, licensed by the appropriate state agency, or as
         otherwise approved as required, to diagnose or treat a condition,
         disease, ailment, sickness or bodily injury and which, in the opinion
         of HUMANA, are: (I) consistent with the symptoms. diagnosis and
         treatment of such condition, disease, ailment, sickness or bodily
         injury; (II) appropriate with regard to standards of accepted medical
         practice; (III) not primarily for the convenience of the patient or the
         qualified hospital, physician or other health care provider; (IV) the
         most appropriate and cost-effective supply, setting, or level of
         service which safely can be provided to the patient and (V)
         substantiated by the records and documentation maintained by the
         provider of services. When applied to an inpatient, it further means
         that the patient's symptoms or condition requires that the services or
         supplies cannot safely be provided to the patient as an outpatient. Any
         disputes regarding. Medical Necessity shall be handled in accordance
         with Section 10.2 of this Agreement.

         11.3 HUMANA may authorize payment for Medically Necessary Covered
         Services for Members based on HUMANA's discretion and in accordance
         with the applicable Member health care benefits contract. Such services
         shall be paid for as if authorized by PPM and/or PPM Physicians and in
         accordance with the applicable payment arrangements outlined herein. In
         the event HUMANA so authorizes payment for Medically Necessary Covered
         Services, HUMANA agrees to notify PPM concurrently of such
         authorization.

12.      USE OF PARTICIPATING PROVIDERS

         12.1 Except in the case of a medical emergency, PPM shall require PPM
         Physicians to admit, refer and cooperate with the transfer of Members
         for Covered Services only to providers designated, specifically
         approved or under contract with HUMANA.

         12.2 In the event that a PPM Physician provides a Member non-covered
         services or refers a Member to an out-of-network provider without
         pre-authorization from HUMANA, PPM shall require PPM Physicians prior
         to the provision of such non covered services or such out-of-network
         referral, to inform the Member: (I) of the services to be provided or
         referral to be made; (II) that HUMANA will not pay (or may pay a
         reduced benefit in the case of HUMANA's point of service (POS) and/or
         preferred provider organization (PPO) products) or be liable
         financially for such non covered service or out-of-network referral and
         (III) that Member will be responsible

                                       10


<PAGE>   11


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         financially for non-covered service(s) and/or out-of-network(s)
         referral that are requested by the Member. PPM acknowledges and agrees
         and shall require PPM Physicians to acknowledge and agree that the
         failure to inform Member(s) in accordance with this Section 12.2 may
         result in the PPM's and/or PPM Physician's responsibility and financial
         liability for the cost of such non-covered service(s) and/or
         out-of-network referral incurred by HUMANA.

13.      EQUAL ACCESS

         PPM agrees and shall require PPM Physician(s) to agree to accept HUMANA
         Members as patients within the normal scope of PPM Physicians' medical
         practices. If for any reason, PPM Physician(s), individually and/or
         collectively, close their practice(s), such closure will apply to all
         prospective patients without discrimination or regard to payor or
         source of payment for services. Should PPM Physician(s) subsequently
         re-open their practices to new patients, PPM agrees and shall require
         PPM Physician(s) to agree to accept HUMANA Members as patients are
         accepted to the same extent non-HUMANA patients seeking PPM
         Physician(s)' services. Notwithstanding the above, any such closure of
         an PPM Physician(s)' practice to new patients is subject to the
         limitation outlined in Section 10.1 and Attachment D of this Agreement.

14.      PPM PHYSICIAN FACILITIES

         PPM Physicians will establish and maintain regular business hours for
         the provision of services to HUMANA Members. In establishing business
         hours, PPM and PPM Physicians shall take into consideration the number
         and type of Members assigned to and/or receiving services at the office
         site. The business hours established by PPM and PPM Physicians are
         noted in Attachment C of this Agreement. This does not relieve PPM
         Physicians of their obligation to provide medical coverage for Members
         twenty-four (24) hours a day, seven (7) days a week.

15.      SOFTWARE USE

         PPM and/or PPM Physicians may use certain software as may be identified
         by HUMANA that is licensed to HUMANA and/or its subsidiaries, parent
         and/or affiliates. Such use is conditioned upon PPM and PPM Physicians'
         strict compliance with the HUMANA Security Guidelines, and upon use
         solely as indicated by HUMANA, and treatment of the software as
         confidential property of HUMANA's licensor and not subject to
         disclosure to third parties without the prior written consent of
         HUMANA. Such prohibition on disclosure shall not apply to disclosures

                                       11


<PAGE>   12


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         to PPM's and/or PPM Physicians' employees provided the disclosure
         reasonably is necessary to use the software, and provided PPM and PPM
         Physicians take all reasonable steps to ensure the software is not
         duplicated or disclosed to third parties. If PPM and/or PPM Physicians
         become aware of an unauthorized use, duplication or disclosure, PPM
         and/or PPM Physicians shall, provide full details to HUMANA promptly
         and take all reasonable steps to prevent any such recurrence. Upon
         request by HUMANA, PPM and/or PPM Physicians shall return to HUMANA all
         copies of the software, purge all machine readable media relating to
         such software and certify to HUMANA that the foregoing duties have been
         performed. These obligations of confidentiality, non-disclosure, non.
         reproduction and return of material shall survive any termination or
         expiration of this Agreement.

16.      PPM AND PPM PHYSICIANS INSURANCE

         16.1 At all times, PPM will maintain and will require each PPM
         Physician to maintain, at no expense to HUMANA, such policies of
         comprehensive general liability, professional liability and workers'
         compensation coverage, with such carriers and in such amounts as HUMANA
         reasonably may approve, insuring PPM and each PPM Physician, their
         officers, directors, members, employees, agents and subcontractors (as
         applicable), against any claim or claims for damages arising as a
         result of injury to property or person including death, occasioned
         directly or indirectly, in connection with the performance of medical
         services contemplated by this Agreement and/or the maintenance of PPM
         and/or PPM Physicians' facilities and equipment. Prior to execution of
         this Agreement, and at any time subsequently upon request, PPM and PPM
         Physicians shall provide HUMANA with evidence of said coverage, of
         which minimum professional liability coverage for PPM shall be five
         million dollars ($5,000,000.00) and for each PPM Physician shall be one
         million dollars ($1,000,000.00) per occurrence/three million * dollars
         ($3,000,000.00) in the aggregate, or such amount as required by state
         law, whichever is greater. PPM shall provide and/or shall require PPM
         Physicians to provide, or shall require the carrier(s) to provide,
         HUMANA with ten (10) days prior written notice of any suspensions,
         cancellations of, or modifications in the coverage. This clause shall
         survive the expiration and/or termination of this Agreement, regardless
         of the cause, for a period of time not less than the applicable Statute
         of Limitations in this State.

         16.2 PPM agrees to cooperate with HUMANA in assuring that any stop-loss
         coverage required by law is made available. PPM agrees and shall
         require PPM Physicians to agree that compensation received from HUMANA
         shall be adjusted by the cost of any stop-loss coverage which HUMANA
         may be required by law to provide.

                                       12


<PAGE>   13


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

17.      HUMANA INSURANCE

         At all times, HUMANA will maintain such policies of comprehensive
         general liability insurance and other insurance or self insurance, as
         shall be necessary to insure HUMANA against any claim or claims for
         damages arising in connection with the performance of HUMANA's
         responsibilities under this Agreement. If requested by PPM, HUMANA
         shall provide PPM evidence of such coverage upon execution of this
         Agreement and thereafter at reasonable intervals as requested by PPM
         during the term of this Agreement. This clause shall survive for a
         period of time not less than the applicable Statute of Limitations in
         this state.

18.      MEDICAL RECORDS

         18.1 PPM shall require PPM Physicians to prepare, maintain and retain
         records relating to Members in such form and for such time periods as
         required by applicable state and federal laws, licensing, accreditation
         and reimbursement rules and regulations to which HUMANA is subject, and
         in accordance with accepted medical practice and HUMANA standards.
         HUMANA, pursuant to authorization of the Member signed at time of
         enrollment during the application process, the sufficiency of which
         hereby is acknowledged, or any federal or state regulatory agency, as
         permitted by law, may obtain, copy and have access, upon reasonable
         request, to any medical, administrative or financial record of PPM
         and/or PPM Physicians related to Covered Services provided by PPM
         Physicians to any HUMANA Member. Copies of such records shall be at no
         additional cost to HUMANA or the Member.

         18.2 Upon request from Humana or a Member, PPM agrees and shall require
         PPM Physicians to agree to transfer the complete original or a complete
         acceptable copy of the medical records of any Member to another
         physician or provider for any reason, including termination of this
         Agreement. The transfer of medical records shall be at no cost to
         either HUMANA or the Member and shall be made within a reasonable time
         following the request but in no event less than five (5) business days
         except in cases of emergency. PPM agrees and shall require PPM
         Physicians to agree that such: timely transfer of medical records is
         necessary to ensure the continuity of care for Members. PPM agrees to
         pay court costs and/or legal fees necessary for HUMANA to enforce the
         terms of this provision.

                                       13


<PAGE>   14


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         18.3 PPM, PPM Physicians and HUMANA agree to maintain the
         confidentiality of information contained in the medical records of
         Members.

         18.4 This Article 18 shall survive termination of this Agreement,
         regardless of the cause for such termination.

19.      MALPRACTICE CLAIMS

         PPM shall require PPM Physicians to notify HUMANA in writing within
         forty-eight (48) hours or such lesser period of time as required by the
         applicable statute of this State of any Member claim alleging
         malpractice or the occurrence of any indent involving a Member which
         may result in legal action.

20.      GRIEVANCE AND APPEALS PROCESS

         PPM agrees and shall require PPM Physicians to agree to cooperate and
         participate with HUMANA in its grievance and appeals processes to
         resolve disputes which may arise between HUMANA and PPM/PPM Physicians
         and/or HUMANA and it Members. PPM shall comply and shall require PPM
         Physicians to comply with all final determinations made through the
         grievance and appeals processes.

21.      USE OF PPM AND PPM PHYSICIANS' NAME

         21.1 HUMANA shall have the right to include the following information
         in any and all marketing and administrative materials it distributes:
         PPM and PPM Physicians' names, telephone numbers, addresses, hours of
         operation and types of practices or specialties, and the names of all
         physicians and physician extenders providing care at PPM Physicians'
         facilities. HUMANA shall provide PPM with copies of any such
         administrative or marketing materials upon request.

         21.2 Neither party shall advertise nor utilize any marketing materials,
         logos, trade names, service marks or other materials belonging to the
         other party without its prior written consent. Neither party shall
         acquire any right or title in or to the marketing materials, logos,
         trade names, service marks or other materials of the other.

         21.3 PPM agrees and shall require PPM Physicians to agree to: (I) allow
         HUMANA to place HUMANA signage and/or brochures, excluding any
         applications, in PPM Physicians' offices; (II) mail an announcement of
         PPM and PPM Physicians new affiliation with HUMANA to their patients;
         (III) furnish HUMANA with a complete

                                       14


<PAGE>   15


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         list of the names and addresses of PPM's or PPM Physicians' patients in
         the event PPM or PPM Physicians provide such patient list to another
         payor and (IV) cooperate on a regular basis, to the extent permitted
         under applicable state and federal laws, rules and regulations, in
         joint marketing activities. PPM acknowledges and agrees and shall
         require PPM Physicians to acknowledge and agree that any communications
         between PPM and/or PPM Physicians and Medicare Members which describe
         any HUMANA Medicare product in any way requires the prior written
         approval of HUMANA and HCFA.

22.      PAYMENT ARRANGEMENT

         22.1 HUMANA shall pay PPM or PPM Physicians, as applicable, in
         accordance with the PPM and PPM Physician Reimbursement described in
         Attachment E. PPM shall collect or shall require PPM Physicians to
         collect the payments owed by Members pursuant to their health benefits
         contract, including but not limited to copayments, deductibles,
         coinsurance and/or cost-share amounts (hereinafter referred to as
         'Copayments")required directly from the Member, and shall not waive,
         discount or rebate any such Copayment. The payment from HUMANA, plus
         any Copayments due from Members, shall be accepted by PPM and at PPM's
         direction by PPM Physicians as payment in full for all Covered
         Services.

         22.2 HUMANA shall have the right to conduct, or have conducted by a
         third party, audits and evaluations from time to time of all billing
         and financial records of PPM and/or PPM Physicians related to medical
         services provided to HUMANA Members. PPM shall allow HUMANA or its
         designee access to PPM's billing and financial records and those of PPM
         Physicians to conduct the audits and evaluations.

         22.3 Notwithstanding anything to the contrary identified herein, PPM or
         PPM Physicians, as applicable, have the right to dispute reimbursement
         of a claim for a period of up to six (6) months from the date such
         claim was paid by HUMANA or the end of the final Accounting Period, as
         defined in Attachment E of this Agreement, whichever is less. In the
         event of such a dispute, the parties agree to work toward a mutually
         agreeable resolution of such dispute. PPM shall provide at a minimum
         the following information if the PPM or a PPM Physician contests the
         payment of a claim as set out herein: Member name and identification
         number, date of service, relationship of the Member-patient to the
         Member who completed the application for health care benefits coverage
         with HUMANA, claim number, name of the provider of medical services,
         charge amount, payment amount, the allegedly correct payment amount,
         difference between the amount paid and the allegedly correct payment
         amount and a brief explanation of the basis for the contestation.
         HUMANA

                                       15


<PAGE>   16


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         will review such contestation(s) and respond to PPM within sixty (60)
         days of the date of receipt by HUMANA of such contestation. The parties
         acknowledge and agree that HUMANA's decision on the matter will be
         final. Failure to contest the amount of any claim paid hereunder within
         the time specified above shall result in the waiver of PPM's and PPM
         Physicians', where applicable, right to contest such claims amount
         distributed.

         22.4 PPM agrees and shall require PPM Physicians to agree to accept as
         payment in full for Covered Services provided to Members not assigned
         to a PPM Physician and who receive Covered Services from a PPM
         Physician(s) the reimbursements outlined in Attachment E of the
         Agreement. Further, in the event that Members assigned to PPM
         Physicians receive services and/or treatment at another facility or
         from another physician or health care provider, payment for such
         services and/or treatment shall be in accordance with the contracted
         rates with such other facility, physician or other health care
         provider, to the extent such a contract exists between HUMANA and such
         other facility, physician or other health care provider.

         22.5 Further, PPM acknowledges and agrees and shall require PPM
         Physicians to acknowledge and agree that HUMANA may deny payment of
         medical services rendered to Members, which are determined not to be
         Medically Necessary by HUMANA. PPM agrees and shall require PPM
         Physicians to agree that in the event of a denial of payment for
         services rendered to Members that are determined not to be Medically
         Necessary, PPM shall not and shall require PPM Physicians to agree not
         to bill, charge, seek payment or have any recourse against Members or
         persons other than HUMANA acting on their behalf for medical services
         provided pursuant to this Agreement.

23.      BILLING/ENCOUNTER PROCEDURES

         23.1 PPM shall and/or shall require PPM Physicians to prepare and
         submit to HUMANA, according to billing procedures established by
         HUMANA, billing and/or encounter information for Members who have
         received Covered Services. PPM shall require PPM Physicians to use the
         standard billing and encounter forms required or agreed to by HUMANA.

         23.2 PPM shall require PPM Physicians and PPM affiliated health care
         providers to submit all claims and encounters to HUMANA electronically
         by means available and accepted as industry standards that are mutually
         agreeable, which may include claims clearinghouses, or IMS-Medacom, or
         other technology that is mutually

                                       16


<PAGE>   17


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         agreed upon by HUMANA and PPM, and in accordance with published HUMANA
         claims policies, procedures and guidelines on the earlier of the
         Effective Date of this Agreement or six (6) months following execution
         of this Agreement. Should PPM and/or PPM. Physicians be unable to
         submit claims electronically upon execution of this Agreement, PPM
         and/or PPM Physicians shall make such arrangements as may be necessary,
         at their sole expense, to do so within six (6) months from the date of
         execution of this Agreement. For purposes of this Agreement, "claims"
         shall be defined as notification to an insurance or managed health care
         company that payment of an amount is due under the terms of this
         Agreement and in accordance with the applicable Member health benefits
         contract.

         23.3 Should PPM and/or PPM Physicians fail to comply with the terms of
         Section 23.2 above, HUMANA may, at its sole discretion pend payment of
         monies to PPM and/or PPM Physicians until completed claims are
         submitted electronically. In no event will HUMANA's Members be
         responsible for monies in addition to those Copayments due under the
         applicable Member health care benefits contract.

         23.4 PPM agrees and shall require PPM Physicians to agree to submit all
         fee-for service claims eligible for reimbursement as provided under
         this Agreement within sixty (60) days from the date of service. HUMANA
         may, at its sole discretion, deny payment for any such fee-for-service
         claim(s) received after sixty (60) days from the date of service. PPM
         acknowledges and agrees and shall require PPM Physicians to acknowledge
         and agree that at no time shall HUMANA's Members be responsible for any
         payments in addition to applicable Copayments for Covered Services
         provided to such Members. In the event the penalty described herein is
         effected, the Member's Copayment, if any, shall be adjusted
         accordingly.

         23.5 In the event that PPM or PPM Physician(s), as applicable, are
         reimbursed for Covered Services on a capitated basis, and no claims for
         services are submitted to HUMANA at the time of service, PPM agrees and
         shall require PPM Physicians to agree to provide HUMANA accurate and
         complete information ("Encounter Data") regarding the provision of
         Covered Services for Members in a form mutually to be agreed upon by
         both parties. Encounter Data shall include at a minimum Member
         identification and demographic information, PPM and/or PPM Physician
         tax identification number, date of service, all applicable CPT-4 and
         ICD-9 codes, and where applicable billed charges.

         23.6 PPM acknowledges and agrees, and shall require PPM Physicians to
         acknowledge and agree, that such Encounter Data shall be provided to
         HUMANA on a monthly basis on or before the last day of each month for
         encounters occurring

                                       17


<PAGE>   18


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         in the immediately preceding month. In the event PPM and/or PPM
         Physicians fail to provide, or arrange for the provision of, the
         Encounter Data by the date specified above, and upon HUMANA's notice to
         PPM of such failure, PPM shall have thirty (30) days from the date of
         said notice to develop a corrective action plan acceptable to HUMANA to
         insure compliance with the timely submission of the Encounter Data. In
         the event the corrective action plan is unacceptable to HUMANA, or the
         plan fails to correct the problem within sixty (60) days of
         implementation of the corrective action plan, HUMANA, at its sole
         discretion, may: (I) withhold PPM's and/or PPM Physicians', as
         applicable, subsequent payments or (II) pend such payments until such
         Encounter Data is submitted to HUMANA in an acceptable form, or (111)
         terminate this Agreement upon at least sixty (60) days written notice
         to PPM.

         23.7 PPM shall and shall require all PPM Physicians to use the most
         current procedural technology (CPT) codes on all forms. PPM and/or PPM
         Physicians will abide by all CPT code rules and guidelines that are
         applicable (including inclusive procedure codes).

         23.8 HUMANA will deduct from payments to PPM or PPM Physician(s), as
         applicable, the cost of any non-covered service and Copayment amounts
         required by the applicable HUMANA Member health benefits contract.
         Amounts deducted for non-covered services and Copayments will be
         determined on the basis of the applicable Member health benefits
         contract.

24.      OFF-SET

         24.1 PPM shall be notified in writing by HUMANA of any monies PPM or
         PPM Physician(s) may owe HUMANA, for any reason, and PPM shall have
         thirty (30) days from receipt of such notification to refund monies
         owed to HUMANA. If there is a dispute as to monies owed to HUMANA, PPM
         shall provide a written response to HUMANA outlining the specific
         nature of such dispute within such thirty (30) day notice period.
         Notwithstanding the above, PPM authorizes and shall require PPM
         Physician(s) to authorize HUMANA to deduct monies that otherwise may be
         due and payable to HUMANA from any outstanding Monies that HUMANA, for
         any reason, may owe to PPM or PPM Physician(s), as applicable.

         24.2 PPM agrees that HUMANA may make retroactive adjustments to the
         payment and funding arrangement(s) outlined in the enclosed attachments
         for changes in enrollment and other business reasons including but not
         limited to claims payment errors, data entry errors, capitation errors
         and incorrectly submitted claims.

                                       18


<PAGE>   19


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

25.      PPM GUARANTEE

         PPM shall provide Humana with a payment and performance bond
         ("Performance Bond") initially in the amount of two million dollars
         ($2,000,000.00) ("Performance Bond Amount"), a copy of which shall be
         attached hereto and incorporated herein as Attachment J.

         The Performance Bond Amount shall be reviewed quarterly and may be
         adjusted with Humana's reasonable approval. In the event the
         Performance Bond Amount is to be increased or decreased as a result of
         the review described above, PPM shall cause to be issued a new or
         amended Performance Bond to Humana for its written approval. The then
         current Performance Bond shall not expire until such new or amended
         Performance Bond is delivered to Humana and Humana has issued its
         written approval. In the event that the amount of the Performance Bond
         is not increased by PPM, Humana may immediately draw down the entire
         amount, or balance thereof, of the Performance Bond. In addition, such
         failure to increase the amount of the Performance Bond shall constitute
         a default by PPM under this Agreement, and Humana may thereafter
         terminate this Agreement effective upon the earlier of the expiration
         date of the Performance Bond or thirty (30) days notice to PPM, and
         hold all proceeds of the Performance Bond until completion of the final
         settlement under the terms of this Agreement.

         Each Performance Bond, and any payment instructions contained therein,
         shall be In form and substance satisfactory to Humana and in Humana's
         name, shall be issued for a definite term of not less than one (1)
         year, shall be irrevocable without no less than ninety (90) days prior
         written notice to HUMANA from the issuer, shall be issued by a company
         acceptable to Humana, and shall be payable at sight and on demand after
         the date of issue when accompanied by a written statement signed by an
         authorized representative of Humana in the form described in the
         Performance Bond.

         In the event Humana has received from the issuer notice of non-renewal
         or cancellation of the Performance Bond, PPM shall have seven (7)
         business days to obtain a renewal or a replacement Performance Bond
         issued in accordance with the terms hereof. In the event that a renewed
         or replacement Performance Bond is not provided by PPM to Humana within
         such time period, Humana may immediately draw down the entire amount,
         or balance thereof, of the Performance Bond. In addition, such failure
         to renew or replace the bond shall constitute a default by PPM under
         this Agreement, and Humana may thereafter draw down on the bond in the

                                       19


<PAGE>   20


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         Performance Bond Amount, terminate this Agreement effective upon the
         earlier of the expiration date of the Performance Bond or thirty (30)
         days notice to PPM, and hold all proceeds of the bond drawn upon until
         completion of the final settlement under the terms of this Agreement.

         In the event Humana at any time request and receives payment under the
         Performance Bond, PPM shall, within seven (7) business days of the
         making of such payment by the issuer, replenish the bond drawn upon by
         an amount equal to the amount of the payment. In the event that the
         bond is not replenished or replaced in such amount within such time
         period, Humana may immediately draw down the balance of the Performance
         Bond. In addition, such failure to replenish the Performance Bond shall
         constitute a default by PPM under this Agreement, and Humana may
         thereafter draw down on the Performance Bond Amount, terminate this
         Agreement effective upon the earlier of the expiration date of the
         Performance Bond or thirty (30) days following the end of the seven (7)
         business day period described above, and hold all proceeds of the bond
         until completion of the final settlement under the terms of this
         Agreement.

         If at any time Humana reasonably determines based upon results of the
         PPM's operations that the total financial deficits attributable to PPM
         under this Agreement exceeds the Performance Bond Amount, Humana shall
         give written notice to PPM of such deficits, together with its
         calculations thereof, and PPM shall have ten (10) business days
         following such notice to increase the Performance Bond Amount by an
         amount equal to the amount of the deficit which is in excess of the
         Performance Bond Amount. In the event PPM does not increase the
         Performance Bond by such amount within the ten (10) business day period
         described above, such failure shall constitute a default by PPM under
         this Agreement, and Humana may draw upon the entire amount of the
         Performance Bond and thereafter may terminate this Agreement effective
         upon the earlier of the expiration date of the Performance Bond or upon
         thirty (30) days written notice of termination to PPM, and hold all
         proceeds of the Performance Bond until completion of the final
         settlement under the terms of this Agreement.

         Notwithstanding anything to the contrary in this Agreement, Humana may
         upon written notice to PPM upon the failure of PPM to provide a
         Performance Bond, or replacement or amendment thereof, or to replenish
         a drawn upon Performance Bond, as required under this Agreement, and
         without prejudice to any other rights of Humana stated herein, offset
         any part or all of PPM's payments from Humana under the terms of this
         Agreement up to the Performance Bond Amount.

                                       20


<PAGE>   21


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

26.      COORDINATION OF BENEFITS/RECOVERY RIGHTS

         26.1 Payment for Covered Services provided to each Member are subject
         to reimbursement, or subrogation with other benefits payable or paid to
         or on behalf of the Member, and to HUMANA's rights of recovery in third
         party liability situations. PPM agrees and/or shall require PPM
         Physicians to agree to accept any HUMANA capitation or other payment
         amounts due under this Agreement, plus any Copayments due from Member,
         as payment in full for all Covered Services provided to Members, and
         PPM hereby assigns and ' shall require PPM Physicians to assign to
         HUMANA all PPM's and/or PPM Physicians' recovery, reimbursement or
         subrogation rights along with other benefits that may be payable with
         respect to a Member.

         26.2 In cases where a Member has coverage, other than with HUMANA,
         which requires or permits coordination of benefits from a third party
         payor in addition to HUMANA, HUMANA will coordinate its benefits with
         such other payor(s). HUMANA will pay the lesser of: (I) the amount due
         under this Agreement; or (II) the amount due under this Agreement less
         the amount payable or to be paid by the other payor(s) or (III) the
         difference between allowed billed charges and the amount paid by the
         other payor(s). In the event Medicare is the primary payor, HUMANA
         shall pay PPM and/or PPM Physicians, as applicable, the amount of
         deductible, coinsurance and/or other plan benefits which are not
         covered services under Title XVIII of the Social Security Act, as
         amended, subject to the benefit limits and rates of the applicable
         health benefits contract In no event will HUMANA pay an amount which
         when combined with payments from the other payor(s) exceeds the
         contracted rate provided in this Agreement. HUMANA will in all cases
         coordinate benefits payments in accordance with applicable statutes,
         laws and regulations and in accordance with its health benefits
         contracts.

         26.3 PPM agrees to use and shall require PPM Physicians to agree to use
         their best efforts to determine the availability of other benefits,
         including third party liability, and to obtain any information or
         documentation required by HUMANA to facilitate HUMANA's coordination of
         such other benefits.

27.      NO LIABILITY TO MEMBERS FOR CHARGES

         27.1 PPM agrees and shall require PPM Physicians to agree that in no
         event, including, but not limited to non-payment by HUMANA, HUMANA's
         insolvency or breach of this Agreement, PPM and/or PPM Physicians shall
         bill, charge, collect a deposit from, seek compensation, remuneration
         or reimbursement from, or have

                                       21


<PAGE>   22


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         any recourse against Members of HUMANA or persons other than HUMANA
         acting on their behalf for Covered Services provided pursuant to this
         Agreement. This provision shall not prohibit collection from Member for
         any non-covered service or Copayment amounts in accordance with the
         terms of the applicable Member health benefits contract and with the
         terms of this Agreement.

         27.2 PPM agrees and shall require PPM Physicians to agree that in the
         event of HUMANA's insolvency or other cessation of operations, benefits
         to Members will continue for the periods for which premiums have been
         paid and benefits to Members confined in an inpatient facility on the
         date of insolvency or other cessation of operations will continue until
         their discharge.

         27.3 PPM further agrees, and shall require PPM Physicians to agree
         that: (I) this provision shall survive the termination of this
         Agreement regardless of the cause giving rise to termination and shall
         be construed to be for the benefit of the Member, (II) this provision
         supersedes any oral or written contrary Agreement now existing or
         hereafter entered into between PPM Physicians, and Members or persons
         acting on their behalf and (III) this provision shall apply to PPM
         Physicians, and PPM shall obtain from such persons specific agreement
         to this provision.

         27.4 Any modification, addition or deletion to this Article 27 of the
         Agreement shall not become effective until after the Commissioner of
         Insurance has given HUMANA written notice of approval of such proposed
         changes, or such changes are deemed approved in accordance with State
         laws.

28.      MORE FAVORABLE AGREEMENTS

         If during the term of this Agreement, PPM enters into any contract or
         other arrangement under which the PPM renders and/or provides for the
         provision of medical services through its PPM Physicians at a discount,
         differential or other allowance which is more favorable than the
         payment method or rates set out in Attachment E, then the PPM shall
         notify HUMANA immediately, in accordance with Article 44, and HUMANA
         shall be entitled to such discount, differential or other allowance
         effective as of the effective date of such other contract or
         arrangement. This provision shall not apply to. medical services
         provided under any government program.

                                       22


<PAGE>   23


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

29.      CONFLICT OF INTEREST

         29.1 PPM hereby represents and warrants that except as disclosed in
         Attachment G, PPM, including, all Principals of PPM, and PPM Physicians
         do not have an interest, directly or indirectly, as a partner, officer,
         member, director, including but not limited medical director,
         shareholder of more than five percent (5%) of the entity's outstanding
         shares, financial, business and/or medical advisor, employee or in any
         other employed, managerial, advisory, fiscal, ownership or control
         capacity, in any other health maintenance organization, prepaid health
         plan or similar entity providing prepaid health services, and/or any
         affiliated companies thereof, hereafter referred to as "Competitive
         Plan".

         29.2 PPM agrees that PPM has a continuing obligation to update any and
         all information in Attachment G and to notify HUMANA immediately of any
         changes herein.

30.      ACCESS TO INFORMATION

         30.1 Upon request, PPM agrees and shall require PPM Physicians to agree
         that HUMANA, or its designee, shall have reasonable access and an
         opportunity to thoroughly examine, during normal business hours, on at
         least twenty-four (24) hours' advance notice, or such shorter notice as
         may be imposed on HUMANA by a federal or state regulatory agency or
         accreditation organization, the facilities, books, records and
         operations of PPM, PPM Physicians or any related entity or
         organization, as they apply to obligations of PPM and/or PPM Physicians
         under this Agreement. Related entity or organization shall be defined
         as: (I) having influence or ownership or control and (II) either a
         financial relationship or a relationship for rendering of services. The
         purpose of this clause is to permit HUMANA the right to assure
         compliance by PPM and PPM Physicians of all financial, operational,
         quality assurance, credentialing, as well as all other obligations of
         PPM and PPM Physicians' under this Agreement and their continuing
         ability to meet such obligations. PPM shall require PPM Physicians to
         consent to such access as a condition of its agreement with PPM.

         30.2 Failure to comply with any request for access, by HUMANA or its
         agents, within seven (7) days of receipt of notification shall
         constitute a material breach of this Agreement.

                                       23


<PAGE>   24


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

31.      NEW PRODUCTS/PAYMENT MECHANISM

         During the term of this Agreement, HUMANA may develop/implement new
         products and/or payment mechanisms, from time to time. Should HUMANA
         elect to offer PPM such new product and/or payment mechanism, PPM shall
         be provided with thirty (30) days' written notice prior to the
         implementation of such new products or payment mechanisms. If PPM does
         not object to the implementation of such new product or payment
         mechanism within such thirty (30) day notice period, PPM shall be
         deemed to have accepted the new product or payment mechanism. In the
         event PPM objects to any such new product or payment mechanism, the
         parties Shall confer in good faith to reach agreement. If such
         agreement cannot be reached, such new product and/or payment mechanism
         shall not apply to this Agreement, and HUMANA may, at its sole
         discretion, terminate this Agreement upon ninety (90) days written
         notice to PPM. Further, in the event that such agreement is not
         reached, and HUMANA elects to continue this Agreement, PPM agrees to
         waive any non-compete or exclusivity arrangement between PPM and its
         independent contractor PPM Physicians, and that HUMANA, at its sole
         discretion, may negotiate contracts with the independent contractor PPM
         Physicians directly for such new product(s) or payment mechanism(s)
         upon fourteen (14) calendar days notice to PPM.

32.      ASSIGNMENT AND DELEGATION

         32.1 This Agreement is entered into to secure the services of PPM and
         PPM Physicians. Accordingly, any assignment by PPM and/or PPM
         Physicians of their interest under this Agreement shall require the
         prior written consent of HUMANA, which consent may be granted or denied
         in HUMANA's sole and complete discretion. As used in this paragraph,
         the term "assignment" shall also include a change of control in PPM
         and/or PPM Physician(s) by merger, consolidation, transfer or the sale
         of thirty-three percent (33%) or more stock or other ownership interest
         in PPM and/or PPM Physician(s). Any attempt by PPM and/or PPM
         Physician(s) to assign their interest under this Agreement without
         complying with the terms of this paragraph shall be void and of no
         effect, and HUMANA, at its option, may elect to terminate this
         Agreement without any further liability or obligation to PPM and/or PPM
         Physician(s). HUMANA may assign this Agreement in whole or in part to
         any purchaser of all or a substantial portion of the book of business
         in respect of which this Agreement is executed or to any affiliate of
         HUMANA, provided that the assignee agrees to assume HUMANA's
         obligations under this Agreement.

                                       24


<PAGE>   25


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         32.2 Should HUMANA consent to an assignment or delegation of all or any
         portion of PPM or PPM Physicians obligations under this Agreement, the
         assignee, as a condition precedent to HUMANA's consent to assignment,
         shall comply with all the terms and conditions of this Agreement
         through the term of this Agreement in force at the time of the proposed
         assignment plus one (1) additional year.

33.      TERM AND TERMINATION OF AGREEMENT

         This Agreement shall be effective only if and when HUMANA separately
         has notified PPM of its acceptance of PPM Physicians' applications. The
         term of this Agreement and provisions for its termination are outlined
         in Attachment F.

34.      COMPLIANCE WITH REGULATORY REQUIREMENT

         34.1 PPM acknowledges, understands and agrees that this Agreement is
         subject to the review and approval of federal and applicable state
         regulatory agencies. Any modification of this Agreement requested by
         the agency(ies) shall be incorporated as provided in Article 35 of this
         Agreement.

         34.2 PPM Physicians shall be bound by and comply with the provisions of
         applicable state and federal laws, rules and regulations. HUMANA may
         terminate this Agreement immediately as to any individual PPM
         Physician, in the event that a PPM Physician violates any of the
         provisions of applicable state and federal laws, rules and regulations
         or commits any act or engages in any conduct for which his/her medical
         license is revoked or suspended, or otherwise is restricted by any
         state licensing or certification agency by which the PPM Physician is
         licensed, or is otherwise disciplined by such agency, department or any
         professional organization of physicians.

         34.3 PPM agrees to be bound by and. comply with the provisions of
         applicable state and federal laws, rules and regulations. If PPM
         violates any of the provisions of applicable state and federal laws,
         rules or regulations or commits any act or engages in any conduct
         prohibited by any state licensing or certification agency HUMANA may
         terminate this Agreement immediately.

35.      SEVERABILITY

         If any part of this Agreement should be determined to be invalid,
         unenforceable, or contrary to law or professional ethics, that part
         shall be reformed, if possible, to

                                       25


<PAGE>   26


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         conform to law and ethics, and N reformation is not possible, that part
         shall be deleted, and the other parts of this Agreement shall remain
         fully effective.

36.      NOTIFICATION OF IMPAIRMENT

         36.1 PPM shall notify HUMANA, and shall require PPM Physicians to
         notify HUMANA immediately at any time if PPM and/or PPM Physician(s):
         (I) makes a general assignment for the benefit of its creditors; (II)
         becomes unable to pay its debts when due; (III) files a petition in
         bankruptcy, whether voluntary or involuntary and/or (IV) otherwise is
         impaired financially and is unable to perform its duties hereunder.

         36.2 HUMANA shall notify PPM immediately at any time if HUMANA: (I)
         makes an assignment for the benefit of its creditors; (Ii) becomes
         unable to pay its debts when due; (III) files a petition in bankruptcy,
         whether voluntary or Involuntary and/or (IV) is otherwise impaired
         financially and is unable to perform its duties hereunder.

37.      RIGHT TO CONTRACT

         37.1 PPM agrees that HUMANA shall be entitled to enter into contract
         negotiations with PPM Physicians and that PPM Physicians shall be
         entitled to enter into contracts with HUMANA for the direct provision
         of services to Members, and that PPM hereby agrees that any covenant
         not to compete or exclusivity arrangement between PPM and PPM
         Physicians as it relates to HUMANA, is waived: (I) at the election of
         PPM Physician; or (II) upon dissolution of PPM; or (III) in the event
         of notice of termination of this Agreement.

         37.2 Further, PPM agrees that HUMANA may enter into contract
         negotiations with PPM Physicians at any time for the provision of
         medical services to HUMANA Members not covered under this Agreement.

         37.3 Notwithstanding anything to the contrary outlined above, this
         Article 37 shall apply to PPM Physicians directly employed or whose
         practices are owned by PPM only in the event such PPM Physician(s)
         terminate their employment with PPM regardless of the cause giving rise
         to such termination.

38.      INFORMATION

         Subject to applicable legal limitations, PPM and HUMANA mutually agree
         to share information necessary for the parties to meet their
         obligations under this Agreement,

                                       26


<PAGE>   27


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         including but not limited to financial arrangements the parties may
         have with other health care providers and claims data regarding the
         provision of services to HUMANA Members covered under this Agreement.
         The parties agree that any such information shared shall be held in
         strict confidence and shall not be disclosed to any third party without
         the express written consent of the other party, except in response to a
         valid court order or when disclosure is required by a government
         agency.

39.      NON-COMPETE

         39.1 During the term of this Agreement and for the one (1) year period
         following termination of this Agreement, regardless of the cause giving
         rise to such termination, PPM agrees and shall require PPM Physicians
         to agree that it is in their respective legitimate business interests
         to enter into the following restrictive covenants, such interests being
         the preservation and fostering of goodwill and the substantial business
         and other relationships the parties have with their respective Members,
         customers, providers, patients and others. Therefore, the parties agree
         to the following:

         39.1.1 PPM agrees and shall require PPM Physicians to agree not to,
         directly or indirectly: (I) engage in any activities which are in
         competition with HUMANA's comprehensive health insurance, health
         maintenance organization or comprehensive benefits plans business,
         including but not limited to obtaining a license to become a managed
         health care plan offering HMO or POS products; or (II) acquire, manage,
         establish or otherwise have any direct or indirect interest in any
         provider sponsored organization or network (such organization or
         network commonly and hereinafter referred to as a "PSN"), as now or in
         the future defined or authorized by HCFA or any other federal or state
         agency or enabling legislation or regulation, for the purpose of
         administering, developing, implementing or selling Medicare, Medicaid
         or other government sponsored heath insurance or benefit plans; or
         (III) contract or affiliate with another party which is a licensed
         managed care organization, where such affiliation or contract is for
         the purpose of offering and sponsoring HMO or POS products, and where
         PPM and/or PPM Physicians obtain an ownership interest in the HMO or
         POS managed health care product to be marketed and (IV) not to enter
         into agreements with other managed care entities and/or insurance
         companies and/or provider sponsored networks/organizations for the
         provision of health care services to Medicare HMO, Medicare POS and/or
         other Medicare replacement patients, at the same office sites where
         services are to be provided to HUMANA Members and as listed in
         Attachment C of this Agreement or at other office sites within a five
         (5) mile radius of said office sites listed in

                                       27


<PAGE>   28


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         Attachment C. Notwithstanding the above, should PPM offer and/or
         contract or affiliate with another party for the purpose of sponsoring
         HMO or POS managed health care products at any of Its locations,
         HUMANA, at Its sale discretion, may terminate this Agreement upon
         ninety (90) days notice to PPM.

40.      PATIENT SELF DETERMINATION ACT

         The PPM and PPM Physicians acknowledge and agree to comply with the
         laws of Florida respecting advance directives as defined in the Patient
         Self Determination Act (P.L. 101-508). An advance directive, being for
         example a living will or a durable power of attorney in which an
         individual makes decisions concerning his/her medical care, including
         the right to accept or refuse medical or surgical treatment.

41.      RIGHT TO INJUNCTION

         In the event of an actual or threatened breach of this Agreement,
         HUMANA shall be entitled to an injunction enforcing this Agreement in
         addition to all other remedies available at law.

42.      GOVERNING LAW

         42.1 This Agreement shall be governed by and construed in accordance
         with the laws of the State of Florida. In the event of a conflict
         between the terms of this Agreement and the terms of any PPM and/or PPM
         Physician agreement, the terms of this Agreement shall control.

         42.2 Further, PPM acknowledges and agrees and shall require PPM
         Physicians to acknowledge and agree that in the event of any conflict
         between PPM subcontracts with PPM Physicians and state and federal
         laws, rules and regulations to which HUMANA is subject, such state and
         federal laws, rules and regulations shall control.

43.      WAIVER

         Waiver, whether expressed or implied, of any breach of any provision of
         this Agreement shall not be deemed to be a waiver of any other
         provision or a waiver of any subsequent or continuing breach of the
         same provision. In addition, waiver of one of the remedies available to
         either party in the event of a default or breach of this Agreement by
         the other party, shall not at any time be deemed a waiver of


                                       28


<PAGE>   29


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         a party's right to elect such remedy(ies) at any subsequent time if a
         condition of default continues or recurs.

44.      NOTICES

         Any notices, requests, demands or other communications, except notices
         of changes in policies and procedures pursuant to Article 7, required
         or permitted to be given under this Agreement shall be in writing and
         shall be deemed to have been given: (I) on the date of personal
         delivery or (II) provided such notice, request, demand or other
         communication is received by the party to which it is addressed in the
         ordinary course of delivery: (1) on the third day following deposit in
         the United States mail, postage prepaid, by certified mail, return
         receipt requested, (ii) on the date of transmission by telegram, cable,
         telex or facsimile transmission or (iii) on the date following delivery
         to a nationally recognized overnight courier service, each addressed to
         the other party at the address set forth below their respective
         signatures to this Agreement, or to such other person or entity as
         either party shall designate by written notice to the other in
         accordance herewith. Unless a notice specifically limits its scope,
         notice to any one party included In the term "HUMANA" or "PPM" shall
         constitute notice to all parties included in the respective terms.

45.      CONFIDENTIALITY

         PPM agrees to maintain in strict confidence the contents of this
         Agreement and any information regarding any dispute arising out of this
         Agreement, and agree not to disclose the contents of this Agreement or
         information regarding any dispute arising out of this Agreement to any
         third party without the express written consent of HUMANA, except
         pursuant to a valid court order, or when disclosure is required by a
         governmental agency. Notwithstanding anything to the contrary herein,
         the parties acknowledge and agree that PPM Physicians may discuss the
         reimbursement methodology included herein with Members requesting such
         information.

46.      COUNTERPARTS AND HEADINGS

         46.1 This Agreement may be executed in one or more counterparts, each
         of which shall be deemed an original, and all of which together
         constitute one and the same instrument.

         46.2 The headings in this Agreement are for reference purposes only and
         shall not constitute a part hereof.





                                       29


<PAGE>   30


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

47.      INCORPORATION OF ATTACHMENTS

         Attachments A, B, C, D, E, F, G, H, I, J and K are incorporated herein
         by reference and made a part of this Agreement.

48.      FORCE MAJEURE

         No party to this Agreement shall be deemed to breach its obligations
         under this Agreement if that party's failure to perform under the terms
         of this Agreement is due to any act of God, riot, war or natural
         disaster.

49.      ENTIRE AGREEMENT

         This Agreement, including the Cover Sheet, Manual, the Attachments and
         Amendments hereto and the documents incorporated herein, constitutes
         the entire agreement between HUMANA and PPM with respect to the subject
         matter hereof, and it supersedes any other agreement, oral or written,
         between HUMANA and PPM.

50.      MODIFICATION OF THIS AGREEMENT

         PPM acknowledges and agrees and shall require PPM Physicians to
         acknowledge and agree that this Agreement may be amended or modified in
         writing as mutually agreed upon by the parties. In addition, HUMANA may
         modify or amend this Agreement upon thirty (30) days written notice to
         PPM and, if applicable, the compensation rates identified herein shall
         be adjusted accordingly. Failure of PPM to object to such modification
         during the thirty (30) day notice period shall constitute acceptance of
         such modification. If PPM objects to such modification or amendment,
         notwithstanding any provision in this Agreement to the contrary, HUMANA
         may terminate this Agreement upon ninety (90) days written notice to
         PPM.

IN WITNESS WHEREOF, the parties have the authority necessary to bind the
entities identified herein and have executed this Agreement to be effective as
of this 1st day of January, 2000, thereafter known as "Effective Date". It is
provided, however, that


                                       30


<PAGE>   31


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

HUMANA's execution of this Agreement shall not constitute the acceptance
required to make this Agreement effective pursuant to Article 8.

HUMANA                                     PPM


By:____________________________            By:______________________________

Print Name:____________________            Print Name:______________________

Title:_________________________            Title:___________________________

Date:__________________________            Date:____________________________


Address for Notice:                        Address for Notice:
Humana, Inc.                               MetCare of Florida, Inc.
780 West Granada Blvd.                     5100 Town Center Cr., #560
Ormond Beach, FL 32174                     Boca Raton, FL 33486


COPY TO:
Humana Inc.
500 West Main Street
Louisville, KY 40201
Att.: Law Department


                                       31


<PAGE>   32


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                               LIST OF ATTACHMENTS

A.       Ownership Disclosure Form

B.       PPM Product Participation List

C.       List of PPM Physician Locations

D.       PPM Physician Responsibilities

E.       PPM and PPM Physician Reimbursement

F.       Term and Termination of Agreement

G.       Conflict of Interest Disclosure Form

H.       Copy of Sample PPM Physician Letter of Agreement

I.       Sample Copy of Existing Agreement between PPM and PPM Physicians

J.       PPM Guarantee

K.       Shared Delegation of Utilization Management



<PAGE>   33


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                  ATTACHMENT A

                            OWNERSHIP DISCLOSURE FORM

PPM

                            METCARE OF FLORIDA, INC.
-------------------------------------------------------------------------------
            (Must be identical to the name shown on the Cover Sheet)

STATUS:           ____     Sole Proprietorship

                  ____     Professional Association

                  ____     Partnership or Limited Liability Company

                  ____     Corporation

List names and addresses of all Principals and indicate percent ownership, if
applicable, ("Principal" means any shareholder, officer, director, partner,
joint venturer or anyone else having an ownership in or managerial control over
PPM. Attach additional sheets if necessary).

                  ------------------------------------------------

                  ------------------------------------------------

                  ------------------------------------------------


                  ------------------------------------------------

                  ------------------------------------------------

                  ------------------------------------------------


                  ------------------------------------------------

                  ------------------------------------------------

                  ------------------------------------------------


                  ------------------------------------------------

                  ------------------------------------------------

                  ------------------------------------------------


<PAGE>   34




              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                  ATTACHMENT B

                         PPM PRODUCT PARTICIPATION LIST

PPM and PPM Physicians agree to participate in all of the following health care
benefit plans and agree to accept the terms and conditions set forth in this
Agreement as they apply to such health care benefit plans.

HEALTH CARE BENEFIT PLAN

Commercial HMO Plans

Commercial POS Plans

Commercial Freedom Plans

Commercial Freedom Plus Plans

Medicare HMO Plans

Medicare POS Plans

Humana Family Medicaid Plans

Commercial PPO Plans                                 (Not Applicable)

Medicare Supplement/Select Plans                     (Not Applicable)

Other Medicare Plans                                 (Not Applicable)

ASO Plans                                            (Not Applicable)

Indemnity Plans                                      (Not Applicable)

CHAMPUS TRICARE Plans                                (Not Applicable)

Workers' Compensation Plans                          (Not Applicable)







<PAGE>   35


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                  ATTACHMENT C

                         LIST OF PPM PHYSICIAN LOCATIONS

                             (To be provided by PPM)

The following is a list of the PPM Physicians, and any Physician Extenders as
applicable, including address, phone number, tax identification numbers, contact
person, area of specialty and office hours, and area hospitals where PPM
Physician(s) have admitting privileges and the corresponding hospital privilege
category, who will be providing services to HUMANA Members' under this
Agreement.



<PAGE>   36


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                  ATTACHMENT D

                         PPM PHYSICIAN RESPONSIBILITIES

A:       COVERED SERVICES

For Members under health benefit plans offered, underwritten or administered by
HUMANA, PPM Physicians shall provide all available medical services according to
their medical practice, including but not limited to emergency care, offered by
PPM Physicians to Members. PPM or PPM Physicians, as applicable, shall be
compensated for the provision of Covered Services as specified in Attachment E
of this Agreement.

PPM shall require PPM Physicians to be responsible twenty-four (24) hours a day,
seven (7) days a week for providing or arranging for all Covered Services for
Members, including but not limited to prescribing, directing and authorizing all
urgent and emergency care for Members.

PPM shall provide and/or shall require PPM Physicians to provide to HUMANA upon
request a written description of PPM Physicians' arrangements for emergency and
urgent care and service coverage in the event of PPM Physician unavailability
due to vacation, illness or after hours. PPM shall ensure that all physicians
providing coverage are contracted and credentialed physicians with HUMANA. PPM
will ensure that all physicians providing coverage render services under the
same terms and conditions and in compliance with all provisions of this
Agreement. Compensation to physicians for "on call" coverage will be the
responsibility of PPM.

in the event that emergency and urgent care services are needed by Member
outside the service area, PPM shall require PPM Physicians to monitor and
authorize the out-of-area care and to provide direct care as soon as the Member
is able to return to the service area for treatment without medically harmful or
injurious consequences.

In the event that this Agreement is terminated for whatever reason, PPM shall
require PPM Physicians to continue Member(s)' course of treatment, including but
not limited to medication therapy, until the Member(s) has been evaluated by a
new Participating Provider and the new Participating Provider has had a
reasonable opportunity to review or modify Member(s)' course of treatment.

Covered Services shall include but not be limited necessarily to: medical and
surgical services, including anesthesia; diagnostic tests and procedures that
are a part of treatment; other services ordinarily furnished in the physician
office, such as x-rays ordered


                                        1


<PAGE>   37


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT D (con't)

as part of treatment; services of the physician's office nurse(s); drugs and
biologicals that cannot be self-administered; transfusions of blood and blood
components and medical supplies. The applicable Commercial Member's health
benefits contract shall be the document looked to for the description and
definition of Covered Services for Commercial HMO Members, and the Medicare HMO
Member's Handbook shall be the document looked to for the description and
definition of Covered Services for Medicare HMO Members. Should HUMANA offer
supplemental benefits not covered in the Medicare Member Handbook, HUMANA agrees
to provide documentation to PPM of such supplemental benefits.

Additionally, PPM shall require each individual PPM Physician to agree that in
the event this Agreement is terminated, or PPM is determined invalid under any
applicable state or federal law, either through governmental edict or judgement
in a court of law, or in the event that PPM is dissolved for whatever reason,
PPM Physicians shall continue to provide medical services under the terms and
conditions of this Agreement and HUMANA agrees to continue to pay PPM Physicians
in accordance with the payment arrangements stated in Attachment E of this
Agreement, for a period of sixty (60) days after notice, during which time a new
physician agreement may be negotiated between HUMANA and the individual PPM
Physicians.

B:       PANELS

PPM shall ensure that the appointment availability standards set forth in the
Manual are met by PPM Physicians. PPM further agrees that these standards may be
changed from time to time by HUMANA. In the event of such change, HUMANA agrees
to provide PPM with thirty (30) days written notice of such change.

PPM shall ensure that a sufficient number of PPM Physicians, both primary and
specialist Physicians, are available to provide coverage to meet the above
outlined appointment availability standards and as required by HUMANA. PPM
acknowledges and agrees that all such PPM Physicians shall agree to abide by all
of the terms and conditions, of this Agreement.

C:       PHYSICIAN EXTENDERS

PPM agrees and shall require PPM Physicians to agree that in the event that PPM
and/or any PPM PHYSICIAN employs or subcontracts or utilizes the services of a
physician


                                        2


<PAGE>   38


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT D (con't)

extender, meaning a physician assistant, advanced registered nurse practitioner,
or certified nurse midwife, who will be providing services to HUMANA

Members under the supervision of PPM Physicians, PPM shall and/or shall require
PPM Physicians to notify HUMANA in writing, upon execution of this Agreement and
at any time during the term of this Agreement when such physician extenders are
employed or subcontracted with PPM and/or PPM Physicians, and the specific
services that such physician extenders will be performing, prior to the
provision of services to any HUMANA Member.

Further, PPM agrees and shall require PPM Physicians to agree that PPM and/or
PPM Physicians, as applicable, shall ensure that such physician extenders obtain
and maintain for the term of this Agreement adequate professional liability
insurance coverage and all applicable licensure and certification required by
law or HUMANA. PPM shall and/or shall require PPM Physicians to provide evidence
of such insurance coverage prior to execution of this Agreement and upon request
at any time. during the term of this Agreement.

PPM acknowledges and agrees that HUMANA retains the right to approve, suspend
and/or terminate participation under this Agreement of any physician extender
who will be providing services to HUMANA Members.

D:       SPECIFIC REFERRALS

PPM acknowledges and agrees and shall require PPM Physicians to acknowledge and
agree that certain referrals are required to be made to specific providers
designated by HUMANA. The cost for such specific referrals shall be expensed
against the appropriate fund as described in Attachment E. These specific
referral providers include but are not limited to:

SERVICES                                VENDOR ENTITY
--------                                -------------

Laboratory                              Not Applicable
Mental Health                           Magellan
Vision                                  Cole Managed Vision
Dental                                  T.D.C.
Chiropractic                            DPSC
Podiatry                                CD Health Services
Pharmacy                                Participating Pharmacies as well as
                                        their own, or Contracted Pharmacy




                                        3


<PAGE>   39


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT D (con't)


PPM further acknowledges. and agrees that such specific providers may be changed
or added to upon written notice by HUMANA to PPM.

E:       DISEASE MANAGEMENT PROGRAMS

PPM agrees and shall require PPM Physicians to agree to participate in HUMANA's
Disease/Case Management and Transplant Management Programs as they are developed
and implemented. The cost of such programs shall be expensed against the Part B
Funds.

F:       HUMANA FIRST

PPM agrees and shall require PPM Physicians to agree to participate in HUMANA's
twenty-four (24) hour nurse call program - HumanaFirst. The cost for this
program will be expensed against the Part B Funds.

G:       HUMANA HIMS PROGRAMS

PPM agrees and shall require PPM Physicians to agree to participate in HUMANA's
Hospital Inpatient Management Systems ("HIMS") programs as they are developed
and implemented. The cost for such programs shall be expensed against the Part B
Funds.

H:       HEALTH IMPROVEMENT STUDIES

PPM agrees and shall require PPM Physicians to agree to participate in HUMANA's
health improvement studies as they are developed and implemented.'

I.       QUALITY IMPROVEMENT ACTIVITIES

PPM agrees and shall require PPM Physicians to agree to cooperate with HUMANA's
quality improvement activities and upon request by HUMANA to participate in
HUMANA's quality improvement activities as they are developed and implemented.





                                        4


<PAGE>   40


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT D (con't)

J:       SERVICES TO BE PROVIDED TO MEMBERS ASSIGNED TO PPM PRIMARY
         CARE PHYSICIANS

PPM agrees to require PPM Primary Ca re Physicians to provide or arrange for
Covered Services to Members who have selected and then been assigned to PPM
Primary Care Physicians. PPM will require PPM Primary Care Physicians to accept
new Members who are assigned to PPM Physicians without discrimination or
screening of such Members based on their health status. PPM further agrees to
require PPM Primary Care Physicians to agree not to close their practices to new
Members until such time as PPM and/or PPM Primary Care Physician has reasonably
demonstrated to HUMANA, that PPM Primary Care Physician has no additional
capacity for new Members. PPM and PPM Primary Care Physician acknowledge and
agree that any closure of an PPM Physician's practice to new patents shall be
subject to the terms and conditions of Article 13 of this Agreement.

PPM SHALL REQUIRE PPM PRIMARY CARE PHYSICIANS TO PROVIDE PRIMARY CARE SERVICES,
INCLUDING BUT NOT LIMITED TO THOSE OUTLINED BELOW, TO MEMBERS.

         Routine office visits (including after hours office visits which can be
         arranged with other PPM Physicians and with HUMANA's approval) and
         related services of PPM Physicians and other PPM Providers rendered in
         the PPM Primary Care Physicians, office, including evaluation,
         diagnosis and treatment of illness and injury.

         Visits and examinations, including consultation time and personal
         attendance with the patient, during confinement in a hospital, skilled
         nursing facility or extended care facility.

         Pediatric and adult immunizations and TB skin testing in accordance
         with accepted medical practice.

         Administration of injections, including injectibles for which a
         separate charge is not routinely made.

         Initial care at birth and well-child care for pediatric Members.

         Periodic health appraisal examinations including all routine test
         performed in PPM Primary Care Physician(s)' office.

         Eye and ear screening for children through age seventeen (17) to
         determine the need for vision or hearing correction.


                                        5


<PAGE>   41


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT D (con't)

         The routine diagnostic laboratory tests under primary care
         responsibilities shall include but not be limited to: Urinalysis, Serum
         Glucose, CBC (or any portion thereof), Occult Blood, Gram Stains and
         Pregnancy Tests.

         Miscellaneous supplies related to treatment in PPM Primary Care
         Physician's office, including gauze, tape, band-aids and other routine
         medical supplies.

         Patient health education services and referrals as appropriate,
         including informational and personal health patterns, appropriate use
         of health care services, family planning, adoption and other
         educational and referral services, but not the cost of such referral
         services.

         Telephone consultations with other physicians and Members.

         Other Primary Care services as defined normal practice for primary care
         physicians, including but not limited to all diagnostic laboratory,
         electro diagnostic or radiology services ("Diagnostic Services")
         provided by PPM Primary Care Physicians.

K:       SERVICES TO BE PROVIDED BY PPM SPECIALIST PHYSICIANS

For Members under health benefit or health contracts offered, underwritten or
administered by HUMANA, PPM Physicians shall provide all available medical
services according to their medical specialty practice, including but not
limited to emergency care, offered by PPM Physicians to Members without
discrimination or screening of such Members based on health status. PPM or PPM
Physicians, as applicable, shall be compensated for the provision of Covered
Services as specified in Attachment E of this Agreement.

L:       SERVICES TO BE PROVIDED TO MEMBERS NOT ASSIGNED TO PPM
         PRIMARY CARE PHYSICIANS

For Members under health benefit or health care contracts offered, underwritten
or administered by HUMANA where Members are not assigned to a primary care
provider, PPM shall require PPM Physicians to agree to provide all available
medical services, including but not limited to emergency care, offered by PPM
Physicians to such Members without discrimination or screening of such Members
based on health status. PPM or PPM Physicians, as applicable, shall be
compensated for the provision of Covered Services as specified in Attachment E
of this Agreement.


                                        6


<PAGE>   42


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                  ATTACHMENT E

                       PPM AND PPM PHYSICIAN REIMBURSEMENT

I:       PAYMENT FOR MEMBERS ASSIGNED TO PPM PRIMARY CARE PHYSICIANS

A:       PAYMENT AND FUNDING ARRANGEMENTS

HUMANA agrees to pay PPM or PPM Physician(s) for Covered Services provided to
Members who have been assigned to PPM Primary Care Physicians according to the
payment arrangement set forth below. PPM agrees and shall require PPM Physicians
to agree that the payment arrangements and rates set out in below and as further
identified below shall apply for Covered Services rendered to HUMANA Members.
The following table sets out the risk shared between HUMANA and PPM of any
surplus/deficit in the Funds.

                                    TABLE E-1

<TABLE>
<CAPTION>

                                                    Payment                               Part A           Part 8
                                                   Allocated                            Fund Split         Fund Split
                                                    To PPM*                            PPM/HUMANA*         PPM/HUMANA
                                                   ---------                            ----------         ----------
<S>                             <C>                                                      <C>                 <C>
PRODUCT

Medicare HMO                    * of the average Medicare HMO
                                premium based on the income HUMANA                          *                   *
                                collects from HCFA.

Medicare POS                    * of the average Medicare HMO
                                premium based on the income HUMANA                          *                   *
                                collects from HCFA.

Commercial HMO                  Commercial cap tables, based on a                           *                   *
                                market average of $* PMPM.

Commercial POS                  Commercial cap tables, based on a                           *                   *
                                market average of $* PMPM

</TABLE>


* The Confidential Portion has been so omitted pursuant to a request for
  confidential treatment and has been filed separately with the Commission.


                                        1


<PAGE>   43


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT E (con't)


<TABLE>
<CAPTION>

                                                  Total % of                              Part A                  Part 13
                                                  Fund Split                            Fund Split               Fund Split
                                                  PPM/HUMANA*                           PPM/HUMANA*              PPM/HUMANA
                                                  -----------                           -----------              ----------
<S>                             <C>                                                      <C>                 <C>
Humana Family-                  * of the overall adjustrnent that is
Medicaid                        actually received for Volusia/Flagler
                                Medicaid members as defined by                               *                       *
                                Medicaid.

Medicare Member                 * of the average income received by                          *                       *
Institutionalized               HUMANA from HCFA for
                                institutionalized members.

</TABLE>


* Percentage of surplus or deficit allocated to PPM/HUMANA as described herein.

B:       BENEFIT CHANGES

In the event HUMANA changes the benefits offered under HUMANA's health care
benefit plans, all payments, allocations, fundings and tables established or
provided for under this Attachment E shall be increased or decreased as may be
required in order to directly reflect the actuarial change.

C:       FUND DESCRIPTIONS

1.       PART A FUND

A Part A Fund shall be established which will consist of the "Part A Revenue"
and "Part A Expenses". The fund shall be calculated as follows:

Part A Fund Revenue

Part A revenue shall consist of amounts equal to the funding by age/sex category
as listed in Exhibit E-1 for Commercial Members, Exhibit E-2 for Medicare
Members, and Exhibit E-3 for Medicaid Members for each product covered under
this Agreement, multiplied by the number of Members assigned to PPM Primary Care
Physicians in each category covered under this Agreement. Such amounts shall be
credited to the Part A Fund as "Part A Revenue".

* The Confidential Portion has been so omitted pursuant to a request for
  confidential treatment and has been filed separately with the Commission.


                                        2


<PAGE>   44


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT E (con't)

Part A Fund Expenses

Part A Fund Expenses shall consist of amounts equal to the claims and/or
capitation paid to providers by HUMANA for Covered Services provided to Members
assigned to PPM Primary Care Physicians, plus an actuarially determined amount
for claims incurred but not reported or paid (IBNR) calculated by HUMANA for
Part A Expenses.

Part A Expenses include, but are not limited to, costs identified for inpatient
hospital medical and surgical services, inpatient hospital psychiatric services,
[selected outpatient surgery procedures at HUMANA contracted facilities],
skilled nursing home services, home health care services, and the cost of
stop-loss coverage if provided by HUMANA. Part A Expenses also include the cost
of other Covered Services or costs which may be determined to be Part A Expenses
by HUMANA in the normal course of business or as may be determined or defined by
HCFA as a Part A Covered Service or as otherwise defined in Exhibit E-4.

2.       PART B FUND

A Part B Fund shall be established to pay for Part B Expenses. The fund shall be
calculated as follows:

PART B FUND REVENUE

Part B Fund Revenue shall consist of amounts equal to the funding by age/sex
category as listed in Exhibit E-1 for Commercial Members, Exhibit E-2 for
Medicare Members, and Exhibit E-3 for Medicaid Members for each product covered
under this Agreement multiplied by the number of Members assigned to PPM Primary
Care Physicians in each category covered under the Agreement. Such amounts shall
be credited to the Part B Fund as "Part B Revenue". The funding in Exhibits E-1,
E-2, and E-3 is LESS amounts that may be paid by HUMANA to PPM Primary Care
Physicians as a primary care capitation.

PART B FUND EXPENSES

Part B Fund Expenses shall consist of amounts equal to the claims and/or
capitation paid to providers by HUMANA for Covered Services provided to Members
assigned to PPM Primary Care Physicians, plus an actuarially determined amount
for claims incurred but not reported or paid (IBNR) calculated by HUMANA for
Part B Expenses.


                                        3


<PAGE>   45


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT E (con't)

Part B Expenses are all costs for Covered Services not defined as Part A
Expenses. Part B Expenses include, but may not be limited to, hospital based
physician fees, specialists fees, hospital outpatient services, costs for
applicable disease management programs and the cost for stop-loss coverage if
provided by HUMANA. Part B Expenses also include the cost of other Covered
Services or costs which may be determined to be Part B Expenses by HUMANA in the
normal course of business or as may be determined or defined by HCFA to be a
Part B Covered Service or as otherwise defined in Exhibit 4.

Payment for Primary Care Physician Services - Capitation

PPM agrees and shall require PPM Primary Care Physicians to agree to accept as
payment in full a primary care capitation payment which will be mailed to PPM
for medical services on or about the 15th day of each month. The capitation
shall be based on an mutually agreed upon amount on an actuarial equivalent,
age/sex basis allocated for primary care services as outlined in Attachment D.
The primary care capitation shall be derived as defined in "Part B Fund Revenue"
above. PPM represents and warrants that PPM is solely responsible for the
payment of the capitation amounts to PPM Primary Care Physicians for Covered
Services rendered to Members assigned to PPM Primary Care Physicians for which
the PPM has received a capitation payment and further that PPM Physicians shall
look solely to PPM for any and all compensation for such services.

Payment for PPM Specialist Physician Services

PPM agrees and shall require PPM Specialty Physicians to agree to accept as
payment in full HUMANA's Fee Schedule, or HUMANA's or PPM's Capitation Payment
as applicable, or PPM Physician's usual and customary charges, whichever is
less, less any Copayments owed by the Member, for Covered Services provided to
Members. Such cost of PPM Physician Specialist capitation or fee-for-service
reimbursement will be expensed against the Part B Fund as described above.

3.       Stop-Loss Coverage

HUMANA shall provide and maintain a Stop-Loss program, at PPM expense, providing
protection against excessive Medically Necessary Part A and Part B costs for
Members as required by any applicable state or federal laws, rules and
regulations.

4.       Settlement, Reconciliation and Distribution of Funds


                                        4


<PAGE>   46


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT E (con't)

The aforementioned Funds shall be settled and reconciled as follows:

SETTLEMENT: HUMANA will establish a PPM Settlement Fund for the purpose of
settlement of the aforementioned Funds for all lines of business. All Funds for
all lines of business (surplus/deficit) will be netted to arrive at a Settlement
Fund Balance.

At the close of each [calendar year] quarter, any Part A and/or Part B Fund
surpluses shall be netted by any Part A and/or Part B Fund deficits for each
applicable product covered under this Agreement to arrive at the net balance in
accordance with Table E-1 above.

RECONCILIATION OF PPM SETTLEMENT FUND: At the end of each month in the
Accounting Period, beginning with the seventh (7th) month, settlement will be
calculated based on the reconciliation and distribution of Funds. The
calculation shall be cumulative but will not include activity for the most
recent six (6) months. Accounting Period is defined as a calendar year or lesser
number of months as designated by HUMANA. A final reconciliation of and
distribution from all Funds will occur six (6) months after the end of each
Accounting Period. However the above referenced three month reconciliation and
distributions will continue quarterly regardless of completion of the annual
final settlement. Prior to the distribution of monies from any of the Funds, an
actuarially justified reserve for incurred but not reported or paid (IBNR) claim
costs will be calculated by HUMANA and such IBNR amounts will be held in the
Funds. All claims incurred during an Accounting Period but received. and
processed after the final reconciliation of all Funds for such Accounting Period
will be paid from the next Accounting Period Funds.

Distribution of Settlement Fund is outlined in Table E-1 above.

Any surplus amounts in the PPM Settlement Fund will be distributed to PPM. Any
deficit amount in the PPM Settlement Fund will be billed to the PPM and if not
paid within thirty (30) days of invoice receipt will be offset against future
PPM payments. Upon termination, final reconciliation of the amounts funded and
claims satisfied will be made six (6) months following the end of the Accounting
Period. PPM will be responsible for deficits in the PPM's Settlement Fund, and
shall reimburse HUMANA the amount of any such deficits within thirty (30) days
of receipt of notice of such deficits. If PPM's Settlement Fund has a positive
balance, the balance will be distributed to PPM within thirty (30) days after
such final settlement.

Notwithstanding anything to the contrary in this Agreement, PPM has the right to
dispute only that portion of the settlement amount distributed that is
applicable to claims contested


                                        5


<PAGE>   47


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT E (con't)

in accordance with Section 22.3 of this Agreement for a period of up to
forty-five (45) calendar days from receipt of such settlement calculation.
Regardless of any dispute, HUMANA agrees to pay any undisputed settlement
surplus amounts within forty-five (45) days of the settlement calculation
identified above and PPM agrees to pay any undisputed settlement deficits
amounts to HUMANA within forty-five (45) days of the settlement calculation
above. In the event of such dispute, the parties agree to work toward a mutually
agreeable resolution. PPM shall provide at a minimum, in a clear and acceptable
format, the following information if the PPM contests the settlement
distribution as set out herein: Date and amount of the settlement distribution,
the time period covered by the settlement distribution, the allegedly correct
settlement amount, and a brief explanation of the basis for the contestation.
HUMANA will review such contestation(s) and respond to the PPM in writing within
sixty (60) days of the date of receipt by HUMANA of such contestation. The
parties acknowledge and agree that HUMANA's decision on this matter will be
final. In the event HUMANA's review of a contestation results in HUMANA's
identification of the need to readjudicate identified claim(s), such amounts
recovered will be credited to the applicable PPM Fund when such readjudication
by HUMANA is complete. However, PPM agrees to pay to HUMANA any deficits
identified in HUMANA's review of the contestation within thirty (30) days of
receipt of HUMANA's written response to the contestation identified above.
Failure to contest the amount of any settlement distribution within the time
specified above shall result in the waiver of PPM's right to contest such
settlement amount distributed.

Additionally, PPM acknowledges and agrees that if the PPM Settlement Fund
results in a deficit for any two consecutive interim and/or final settlement
periods, HUMANA may adjust the amounts funded to ensure against future deficits
that may occur.

5.       Method of Calculation

Personnel from HUMANA will be available to PPM to explain the methodology
employed in any calculation permitted or required hereunder. In addition, the
Manual contains general principals to be employed in calculations and
illustrative examples. The parties understand that the method of calculation
may change if that is necessary to make the results more accurate.

II.      REIMBURSEMENT FOR MEMBERS NOT ASSIGNED TO PPM PRIMARY CARE
         PHYSICIANS

A.       MEDICARE SUPPLEMENT AND MEDICARE SELECT BENEFIT PLANS

As of the Effective Date of this Agreement PPM agrees and shall require PPM
Physicians to agree to bill Medicare or its intermediary the Medicare Allowable
fees or the PPM Physician's Medicare profile, whichever is less, for services

                                        6


<PAGE>   48


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT E (con't)

covered under HUMANA's Medicare Supplement or Medicare Select benefit plans
which supplements the basic Medicare coverage, rendered to Members. HUMANA will
pay Not Applicable percent (N)A%) of the difference between Medicare payable and
the actual payment due from Medicare or its intermediary, less any Copayments
due from Member.

B.       MEDICARE PLANS

For non-assigned Members covered under HUMANA's Medicare Plans, PPM agrees and
shall require PPM Physicians to agree to accept as payment in full Not
Applicable percent (N/A%) of HUMANA's Medicare fee schedule, or PPM Physician's
usual and customary charges, whichever is less, less any Copayments due from
Member, for Covered Services provided to those Members.

C.       HUMANA WORKERS' COMPENSATION PLANS

PPM agrees and shall require PPM Physicians to agree to obtain all
certifications or licensure required by state or federal law as a prerequisite
to participation in a Workers' Compensation Product prior to the provision of
services to HUMANA's Workers' Compensation Members. Further, PPM agrees and
shall require PPM Physicians to ' agree to comply with all document and
administrative requirements provided for under the Florida Workers" Compensation
laws, rules and regulations., and further to cooperate with HUMANA's Workers'
Compensation Nurse Case Managers.

PPM agrees and shall require PPM Physicians to agree to accept as payment in
full, for Covered Physician Services rendered to Members of any HUMANA Workers'
Compensation managed care arrangements Not Applicable percent ( N/A%) of the
Florida Workers' Compensation fee schedule, or HUMANA's Fee Schedule, or PPM
Physician's usual and customary charges, whichever is less, less any applicable
Copayments due from such Members.

D.       ALL OTHER PLANS

As of the Effective Date of this Agreement, for those Members who are under
health benefit or health care contracts offered, underwritten, or administered
by HUMANA, where Member is not assigned to PPM Physicians, PPM agrees and shall


                                        7


<PAGE>   49


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT E (con't)

require PPM Physicians to agree to accept as payment in full from HUMANA, NOT
APPLICABLE percent (N/A%) of HUMANA's Fee Schedule, or PPM Physician's usual and
customary charges, whichever is less, less any Copayments due from such Members,
for Covered Services .provided to Members.

III.     CHAMPUS TRICARE PROGRAM MEMBERS.

PPM agrees and shall require PPM Physicians to agree to care for CHAMPUS
Members, and active duty military personnel, without discrimination and in the
same manner as care provided to PPM Physicians' other patients.

PPM further agrees and shall require PPM Physicians to further agree to comply
with all CHAMPUS managed care support policies and procedures and to become
CHAMPUS certified. Such CHAMPUS policies and procedures are set forth in the
Provider Handbook which is hereby incorporated by reference and made a part of
this Agreement.

PPM agrees and shall require PPM Physicians to agree to be a member of the
HUMANA CHAMPUS Network.

PPM Physicians licensed in Family Practice, Internal Medicine and/or Pediatrics
are considered Primary Care Managers, (P.C.M.). P.C.M. responsibilities are
outlined in the Provider Handbook.

PPM agrees and shall require PPM Physicians to agree that medical records
related to CHAMPUS Members, and active duty military personnel, under PPM
Physicians care shall include a release which designates the Military Hospital
Commander, or the referring primary care physician, as the receiving part of the
medical record, upon proper request.

As of the effective date of this Agreement, PPM agrees and shall require PPM
Physicians to agree to accept NOT APPLICABLE percent (N/A%) of CHAMPUS Maximum
Fee Schedule, less any applicable Copayment, deductible, or cost-share amount
due from the CHAMPUS Member, as payment in full for Covered Services provided to
CHAMPUS Members, and active duty military personnel.

Further, PPM agrees and shall require PPM Physicians to agree to accept Medicare
assignment, less any applicable Copayments, deductibles, and/or cost-share
amounts due from CHAMPUS eligible Members for Covered Services provided to
CHAMPUS eligible - Members who are also Medicare eligible.


                                        8


<PAGE>   50


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT E (con't)

Notwithstanding the above, PPM agrees and shall require PPM Physicians to agree
that in no event shall payment made for health care services provided to CHAMPUS
Members, and active duty military personnel, exceed Not Applicable percent
(N/A%) of any CHAMPUS allowable (e.g., DRG, CMAC, or outpatient charges).


                                        9


<PAGE>   51


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                   EXHIBIT E-1

                          COMMERCIAL CAPITATION TABLES

                                        *

































* This Exhibit E-1 to Attachment E (which consists of 11 pages) of this
  Agreement has been so omitted pursuant to a request for confidential treatment
  and has been filed separately with the Commission.



<PAGE>   52


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                   EXHIBIT E-2

                           MEDICARE CAPITATION TABLES

                          Not Applicable See Table E-1






<PAGE>   53


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                   EXHIBIT E-3

                           MEDICAID CAPITATION TABLES

                          Not Applicable See Table E-1






<PAGE>   54


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                   EXHIBIT E-4

                      DIVISION OF FINANCIAL RESPONSIBILITY

Costs for Covered Services provided to Members not previously identified in this
Attachment E shall be expensed against the appropriate Fund as described herein
as the Division of Financial Responsibility. The Division of Financial
Responsibility is intended to reflect historical medical cost expensing
experience and accounting practices for this HUMANA market. Notwithstanding the
foregoing, the cost of any Covered Services not specifically identified herein,
or the cost of any Covered Services that may be in conflict between the Division
of Financial Responsibility and the historical expensing experience or
accounting practice shall be expensed to the respective Fund in accordance with
HUMANA's historical practice for the market.

PART A EXPENSES:
---------------

Alcohol Rehabilitation
         Facility Component
Ambulance, Air/Ground
         Transport/Care Cab
         In Area
         Out Of Area
Blood & Blood Products
         Admin Fee From Blood Bank
         Autologous Blood Donations
         Blood Transfusion
         Other Blood Products-Factor VIII
Cardiac Rehabilitation
         Facility Component
Chemotherapy
         IV Drugs-In Patient
         Facility Component
Colostomy Supplies
Contact Lenses
         Intraocular Lens (Surgically Implanted)
         Cosmetic/Reconstructive Surgery (Medically Necessary)
         Facility Component
Dental Services-Accident/Injury Only
         Facility Component
Dental Services-Accident/Injury Only
         Facility Component


                                        1


<PAGE>   55


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                               EXHIBIT E-4 (con't)


Drug Rehabilitation
         Facility Component
         Professional Component
Durable Medical Equipment (DME)
         Apnea Monitor
         Corrective Appliances (DME)
         Surgically Implanted
         Facility Component
         Hearing Aids
Emergency Room Care-In Area
         Facility Component (Patient Not Admitted)
Emergency Room Care-Out Of Area
         Facility Component
Endoscopic Studies
         Facility Component
Family Planning
         E.G.AMNIOCENTESIS, ARTIFICIAL INSEMINATION,
         CONTRACEPTIVE DEVICES, GENETIC TESTING,
         INFERTILITY TREATMENT, LIGATION
         FACILITY COMPONENT
Fetal Monitoring
         Facility Component
Hearing Aids
Hemodialysis Facility
         Facility Component
Home Health Care
         Intravenous (IV)
         Immuno Suppressive Drug (Outpatient)
Hospice Services
Hospitalization (Inpatient)
         In Area
         Out Of Area
Laboratory Services
         Facility Component
Lithotripsy
         Facility Component
Medication
         Inpatient
Mental Health


                                        2


<PAGE>   56


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                               EXHIBIT E-4 (con't)


         Facility Component
Nuclear Medicine Diagnostics/Treatment
         Facility Component
Observations
         Facility Component
Ophthalmology-See Vision Care
Organ Transplants (Non -Experimental)
         Facility Component
Outpatient Surgery
         Facility Component
Pediatric Services-Newborn
         Facility Component
Professional Services (Hospital Based Outpatient Facility/Other)
Physical Therapy
         Inpatient Or Nursing Home/Rehab
         Outpatient (in Home)
Podiatry Services
         Facility Component
Pregnancy (Ob With/Without Complications)
         Facility Component
Prosthetic Devices
         Surgically Implanted
         Outpatient
Radiation Therapy
         Facility Component
Refractions (See Vision Care)
Rehabilitation (Short Terms, I.E. P.T., O.T.),
Speech, Cardiac Therapy
         Facility Component
Skilled Nursing Facility
Sleep Studies
         Facility Component
Surgical Supplies
         Inpatient
TMJ
         Facility Component
Vision Care


                                        3


<PAGE>   57


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                               EXHIBIT E-4 (con't)


PART B SERVICES
---------------

Alcohol Rehabilitation
         Professional Component
Allergy
         Testing
         Serum
         Injections
Ambulance, Air/Ground
Amniocentesis
Anesthetics
Artificial Limbs
         See Prosthetics
Biofeedback
Blood & Blood Products
         Professional Component
Chemotherapy
         IV Drugs-Out Patient
         Other Drugs
         Professional Component
Chiropractic
Circumcision
         Professional Component
Contact Lenses
Cosmetic/Reconstructive Surgery (Medically Necessary)
         Professional Component
         Prosthetics (Implanted)**
         **COMBINE WITH SURGERY CODE
Dental Services-Accident/Injury Only
         Professional Component
Soft DME Such As: (Outpatient)**
         ***WOULD BE CODED AS PART OF SURGERY CODE OR AS A SUPPLY
         Dressings
         Slings, Casts
         Ace Bandages
         Elbow Supports
         Elbow-Tennis Brace
         Back Brace
Emergency Room Care-In Area
         Hospital Based Physician
         Specialist Consult


                                        4


<PAGE>   58


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                               EXHIBIT E-4 (con't)


Emergency Room Care-Out Of Area
         Professional Component
Endoscopic Studies
         Professional Component
Family Planning
         E.G.AMNIOCENTESIS, ARTIFICIAL INSEMINATION,
         CONTRACEPTIVE DEVICES, GENETIC TESTING,
         INFERTILITY TREATMENT, LIGATION
         Professional Component
         Genetic Testing
         Norplant Device And Insertion
         Artificial Insemination
         Invitro Fertilization (Paid Through Separate Program)
         Infertility (Diagnosis & Treatment)
Fetal Monitoring
         Professional Component
Hemodialysis Facility
         Professional Component
Home Health Care
Hospitalization (Inpatient)
Laboratory Services
         Professional Component
Lithotripsy
         Professional Component
Mammography
Medication
         Intravenous-PCP's Office/Outpatient
         Outpatient Covered injectibles And Substances
         Outpatient Non-injectibles (PCP's Office & Outpatient)
Mental Health
         Professional Component
         Biofeedback
Nuclear Medicine Diagnostics/Treatment
         Professional Component
Observations
         Professional Component
Ophthalmology-See Vision Care
Organ Transplants (Non-Experimental)
         Professional Component


                                        5


<PAGE>   59


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                               EXHIBIT E-4 (con't)

Orthotics (Medically Necessary)
         Foot Orthotics
Outpatient Surgery
         Professional Component
         Outpatient Diagnostic Service - Facility & Professional (Including
         But Not Limited To List)
         Cat Scan
         2 D Echo
         EEG
         EKG
         EMG
         ENG
         MRI
         Ultrasound
Pediatric Services - Newborn
         Professional Component *Specialist
Professional Services (Hospital Based Outpatient Facility/Other)
Physical Therapy
         Outpatient (In Office)
Podiatry Services
         Professional Component
Pregnancy (Ob With/Without Complications)
         Professional Component
Prosthetic Devices
Radiation Therapy
         Professional Component
Radiology Services
         Professional Component
Refractions (See Vision Care)
Rehabilitation (Short Terms, I.E. P.T., O.T.),
Speech, Cardiac Therapy
         Professional Component
Sleep Studies
Professional Component
PCP Consultation With Specialists
Surgical Supplies
         Outpatient (PCP's Office/Outpatient)
TMJ
Diag. & Medically Necessary Correction



                                        6


<PAGE>   60


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                               EXHIBIT E-4 (con't)

Vision Care
         Implanted Lenses (Cataract Surgery)
         Lenses, Refraction & Frames Incident To Cataract Sur.
         Non-Cataract L\Related Lenses And Frames
         Medically Necessary Care
         Ophthalmology
         Vision Rider With Discounted Eyewear
Pharmacy
Family Planning
         Diaphragms
         Oral Contraceptives
Insulin & Syringes
Medication
         Scripted Outpatient Non-Injectibles
Disease Management Programs
HumanaFirst Programs
Humana HIMS Programs


PCP/CAPITATED SERVICES
----------------------

Hearing Screening (Pcp's Office)
Nutritional/Dietetic Counseling
Pediatric Services -Newborn
         PCP Office Visit
PCP Visits/Consultations/Examinations
         To Hospital
         To SNF
         To Patients Home
PCP Office Visits/Consultations/Exams
         Routine
         After Hours (Arranged By PCP)
         Supplies, Splints, Bandages, Etc.
         Health Education
         Periodic Health Evaluation (Physical)
         Pap Smears
         Immunization And Inoculations (Medically Indicated)
         TB Skin Testing
         Well Baby/Child Care
Preventive Health


                                        7


<PAGE>   61


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                               EXHIBIT E-4 (con't)

Vision Care
         Refractions, Routine
         Screenings (PCPs Office/Outpatient)

EXCLUDED SERVICES
-----------------

Dental Services (Routine)
         TMJ as Dental Treatment
Employment Physical
Experimental Procedures
         Reversal Of Sterilization
Marriage Counseling
Immunization And inoculations (Work/Travel)


                                        8


<PAGE>   62


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                  ATTACHMENT F

                                TERM OF AGREEMENT

The term of this Agreement shall be for a thirty-six (36) month period
commencing on JANUARY 1, 2000. This Agreement shall automatically renew for
subsequent one (1) year terms unless either party provides written notice of
termination to the other party at least one hundred and eighty (180) days prior
to the end of the initial term or any subsequent renewal terms. In addition,
this Agreement may be terminated by the mutual consent of both parties at any
time. Notwithstanding the foregoing, after 1-1-2000, either party may terminate
this agreement without cause by delivering notice of termination to the other
party at least one hundred and eighty (180) days prior to the desired
termination date, HUMANA may terminate any individual PPM Physician from
participation under this Agreement by giving PPM Physician written notice of
termination at least sixty (60) days prior to the effective termination date.

PPM may terminate this Agreement for cause if HUMANA fails to make payments
required under this Agreement, but only after written notice and providing at
least sixty (60) days in which HUMANA may avoid termination by curing the
default in payment. Any dispute concerning the amount of payment owed shall be
resolved according to the procedures specified in the Manual.

HUMANA may terminate this Agreement, and/or any individual PPM Physician,
immediately upon written notice, stating the cause for such termination in the
event HUMANA reasonably determines that: (I) PPM and/or PPM Physician's
continued participation under this Agreement may affect adversely the health,
safety or welfare of any Member or bring HUMANA or its health care networks into
disrepute; or (II) in the event of a PPM Physicians death or incompetence; or
(III) PPM Physician(s) fails to meet HUMANA's credentialing criteria or (IV) as
specified in the Manual. Further, HUMANA may terminate this Agreement
immediately upon written notice to PPM in the event that: (I) PPM engages in or
acquiesces to any act of bankruptcy, receivership or reorganization or (II)
HUMANA loses its authority to do business in total or as to any limited segment
of business but then only as to that segment.

Additionally, in the event of a- material breach of this Agreement by either
party, the non breaching party may terminate this Agreement upon at least ninety
(90) days prior written notice to the breaching party, which notice shall
specify in detail the nature of the alleged material breach; provided however,
that if the alleged breach is susceptible to cure, the breaching party shall
have sixty (60) days from the date of receipt of notice of termination to cure
such breach, and if such breach is cured, then the notice of termination shall


                                        1


<PAGE>   63


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

be void of and of no effect. If the breach is not cured within the sixty (60)
day period, then the date of termination shall be that date set forth In the
notice of termination. Notwithstanding the above, any breach related to
credentialing or recredentialing, quality assurance issues or alleged breach
regarding termination by HUMANA, in the event that HUMANA determines that PPM's
and/or any individual PPM Physicians' continued participation under this
Agreement may affect adversely the health, safety or welfare of any Member or
bring HUMANA or its health care networks in to disrepute, shall be considered
non-curable.

PPM understands that termination of this Agreement shall not relieve PPM
Physicians, obligation to provide or arrange for Covered Services through the
last day of this Agreement. HUMANA retains the right to recover from PPM any
costs paid on behalf of PPM and/or PPM Physicians which are their obligations
and become necessary to be paid by HUMANA to maintain the health care delivery
network.

Upon termination, PPM shall require PPM Physicians to provide Covered Services
to any Member hospitalized on the date of termination until the date of
discharge or until HUMANA has made arrangements for substitute care. HUMANA
agrees to pay for such Covered medical Services rendered to hospitalized
Member(s) in accordance with the fee for-service payments identified in
Attachment E.

Unless otherwise stated above, termination will be effective on the first day of
the month following the completion of the notification period.

COMPLIANCE WITH FLORIDA STATUTES:

As required under Florida Statute Section 641.234, as amended, effective October
1, 1988, if the Department of Insurance has information and belief that this
Agreement requires Humana Medical Plan, Inc., PCA Health Plans of Florida, Inc.
and/or PCA Family Health Plan, Inc. ("HUMANA") to pay a fee which is
unreasonably high in relation to the. services provided, after review of this
Agreement, the department may order HUMANA to cancel this Agreement if it
determines that the fees to be paid by HUMANA are so unreasonably high as
compared with similar contracts entered into by HUMANA or as compared with
similar contracts entered into by other health maintenance organizations in
similar circumstances, such that this Agreement is detrimental to the
subscribers, stockholders, investors or creditors of HUMANA. The issuance of
such an order by the Florida Department of Insurance will not affect the
termination of the entire Agreement which shall remain in full force and effect
with respect to Humana Health Insurance Company of Florida, Inc., Humana
Insurance Company, Employers Health Insurance Company and PCA Life Insurance
Company and product lines contemplated in the Agreement to which this provision
is made a part.


                                        2


<PAGE>   64


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

As required under Florida Statute Section 641.315, PPM shall provide at least
sixty (60) days, or such other period of time as indicated in this Agreement,
whichever is longer, advance written notice to HUMANA at the address listed in
the "Notices" section of this Agreement, and to the Florida Department of
Insurance, Bureau of Life and Health Solvency and Market Conduct, 200 East
Gaines Street, Tallahassee, Florida 32399-0327, before canceling this Agreement
with HUMANA for any reason. HUMANA shall also provide sixty (60) days or such
other period of time as indicated in this Agreement, whichever is longer,
advance written notice to the PPM at the address listed in the "Notice" Article
of this Agreement, and to the Florida Department of Insurance, Bureau of Life
and Health Solvency and Market Conduct, 200 East Gaines Street, Tallahassee,
Florida 32399 0327, before canceling this Agreement with PPM for any reason.
Nonpayment for goods or services rendered by PPM and/or PPM Physicians to HUMANA
or any of its Members shall not be a valid reason for avoiding such sixty (60)
day advance notice of cancellation. Upon receipt by HUMANA of a sixty (60) day
cancellation notice, HUMANA, if requested by the PPM, may terminate the contract
in less than sixty (60) days if HUMANA is not financially impaired or insolvent.

HUMANA and PPM hereby acknowledge and agree that the provisions stated in the
previous paragraph do not relieve the PPM or any of PPM Physicians of any of
their other obligations under this Agreement that are not inconsistent with the
foregoing, including without limitation any obligation PPM has to provide more
than sixty (60) days notice of cancellation of this Agreement, to HUMANA.

Notwithstanding anything to the contrary herein, any change(including any
addition and/or deletion) to any provision or provisions of this Agreement that
is required by duly enacted federal or Florida legislation, or by a regulation
or rule finally issued by a regulatory agency ,pursuant to such legislation,
rule or regulation, will be deemed to be part of this Agreement without further
action required to be taken by either party to amend this Agreement to effect
such change or changes, for as long as such legislation, regulation or rule is
in effect.


                                        3


<PAGE>   65


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                  ATTACHMENT G

                      CONFLICT OF INTEREST DISCLOSURE FORM

PPM OR PRINCIPALS: ____________________________________________________

            (Must be identical to the name shown on the Cover Sheet)

List names and addresses of any and all Competitive Plans in which PPM or PPM
Physicians have an interest in, as described in Article 29 of this Agreement.

Name______________________________________

Address____________________________________

___________________________________________


Name______________________________________

Address____________________________________

___________________________________________


Name______________________________________

Address____________________________________

___________________________________________


Name______________________________________

Address____________________________________

___________________________________________






<PAGE>   66


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

Notify Humana of any change in this statement.



<PAGE>   67


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                  ATTACHMENT H

                        PPM PHYSICIAN LETTER OF AGREEMENT

The attached PPM Physician Letter of Agreement is hereby incorporated into the
Agreement.



<PAGE>   68


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                               LETTER OF AGREEMENT

WHEREAS: Humana Medical Plan, Inc., PCA Health Plans of Florida, Inc. and PCA
Family Health Plan, Inc. (health maintenance organization) and Humana Health
Insurance Company of Florida, Inc. (a Florida Insurance company) and Humana
Insurance Company, Employers Health Insurance Company and PCA Life Insurance
Company (insurance companies) and their affiliates (hereinafter referred to as
"HUMANA") and METCARE OF FLORIDA. INC., (a physician practice management
organization) (hereinafter referred to as "PPM") entered into a Physician
Practice Management Participation Agreement (hereinafter "Agreement") on JANUARY
1, 2000, AND

WHEREAS, Physician is a member of PPM, and a Humana Participating Provider
pursuant to the Agreement between PPM and HUMANA (hereinafter referred to as
"PPM Physician"),

WHEREAS, PPM Physician acknowledges and agrees that the joinder of the HUMANA
companies above shall not be construed as imposing joint responsibility or cross
guarantee between or among HUMANA companies.

NOW, THEREFORE, PPM Physician hereto agrees as follows:

PPM Physician agrees to abide by all of the terms and conditions set forth in
the Agreement, and to abide by HUMANA policies and procedures established and
revised from time to time by HUMANA, including but not limited quality
assurance, quality improvement, risk management, utilization management,
credentialing and recredentialing and grievances/appeals.

PPM Physician unconditionally authorizes HUMANA and PPM to share Information,
including but not limited credentialing, recredentialing, quality management and
utilization management information as related to treatment of individuals
covered under HUMANA's Commercial Plans, Medicare HMO and POS Plans, and other
plans, (hereinafter "Members"). However, it is understood expressly that the
information shall not be shared with anyone not a party to this Agreement,
unless required by law or pursuant to prior written consent of PPM Physician.

PPM Physician acknowledges that PPM Physician has been provided an opportunity
to read the Agreement between PPM and HUMANA including but not limited to the
Liquidated Damages, Member Hold Harmless, Payment and the Non-Compete
provisions, all herein incorporated. Further, PPM Physician acknowledges and
agrees to comply with all the terms and conditions set out in the Non-Compete
provision, during the term of the


                                        1


<PAGE>   69


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

Agreement and for a one (1) year period after termination of the Agreement, or
for the one (1) year period following PPM Physician's termination exclusion from
participation under the Agreement.

PPM Physician further agrees that payment to PPM or PPM Physician, as
applicable, from HUMANA, less any Copayments owed by the Member, is payment in
full for health care services provided or arranged for Members accordance with
the applicable Member health benefits contract and the terms and conditions of
this Agreement.

PPM Physician further agrees that in the event of termination of the Agreement,
or in the event the PPM is dissolved for whatever reason, PPM Physician shall
continue to provide health care services under the terms and conditions of the
Agreement and HUMANA agrees to continue to pay PPM Physician in accordance with
the fee-for-Service payment arrangements stated in Attachment E of the
Agreement, for a period of sixty (60) days after notice of dissolution of PPM or
the effective date of termination of the Agreement, during which time a new
physician agreement may be negotiated between HUMANA and the individual PPM
Physician. HUMANA may terminate such PPM Physician participation at such time
after dissolution of PPM or termination of this Agreement upon written notice to
PPM Physician.

HUMANA                                        PPM PHYSICIAN


By:____________________________               Signature:_______________________

Print Name:____________________               Print Name:______________________

Date:__________________________               Date:____________________________





                                        2


<PAGE>   70


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                  ATTACHMENT J

                                  PPM GUARANTEE

The actual document provided by the PPM as evidence of the guarantee required in
Article 25 is attached hereto and incorporated by reference as a part of this
Agreement.



<PAGE>   71


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                  ATTACHMENT I

                             PPM PHYSICIAN AGREEMENT

          (Sample copy of the agreement between PPM and PPM Physicians)


                                 (SEE ATTACHED)

           TO BE PROVIDED BY PPM PRIOR TO EXECUTION OF THIS AGREEMENT.






<PAGE>   72


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                             PRIMARY CARE AGREEMENT

         This Agreement entered into this _____ day of ____________ 199 (the
Effective Date) by and between METCARE OF FLORIDA, INC., a Florida Corporation,
(hereinafter referred to as "METCARE" or MSO) and ______________________________
(Hereinafter referred to as "Provider").

         WHEREAS, METCARE desires to provide health services to Members of
managed care plans;

         WHEREAS, METCARE has been granted service contracts by Health
Maintenance Organization(s) (generically referred to as HMO) for the treatment
of the HMO Members, also referred herein as Members or METCARE Members; and

         WHEREAS, Provider is a duly licensed and credentialed Physician and is
licensed to practice medicine in the State of Florida and the county of
________________; and

         WHEREAS, METCARE desires to engage Provider to provide primary health
care coverage to METCARE's Members; and

         WHEREAS, Provider is capable and willing to provide the necessary
primary health care service to METCARE's Members; and

         NOW THEREFORE, the parties hereto, in consideration of the benefits
provided herein, covenant and agree as follows:

         1.       DEFINITIONS: THE TERMS OF THIS AGREEMENT SHALL BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE DEFINITIONS SET
FORTH IN ATTACHMENT "A," UNLESS THE CONTEXT IN WHICH A TERM IS USED
EXPRESSLY REQUIRES A DIFFERENT INTERPRETATION AND/OR CONSTRUCTION.

         2.       ENGAGEMENT: METCARE hereby engages Provider to provide primary
health care services to METCARE's Members.

         3. SERVICES: Provider hereby accepts the engagement and agrees to
provide Medically Necessary and covered primary care medical services to
METCAREs Members assigned to Provider by METCARE or HMO, without regard to race,
color, religion, national origin, or handicap of any Member Provider agrees
further to render said Covered Services to METCARE and HMO Members in the same
manner and in accordance with the same standards and with the same time
availability as offered to Providers other patients.


                                        1


<PAGE>   73


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

Provider agrees to provide the following services: SEE ATTACHMENT "B" (COVERED
SERVICES AND COMPENSATION SCHEDULE). In conjunction with those services, the
Provider shall be available twenty four (24) hours per day, seven (7) days per
week, including holidays, and comply with the following availability schedule:
urgent care - within one day, routine sick care - within one week; well care -
within one month; and without regards to the degree of frequency of Primary
Provider utilization of such Covered Services by Members. Provider shall be
responsible for the provision, authorization, coordination, supervision,
monitoring and overall management of all Covered Services rendered to each of
Provider's Members in accordance with METCARE's and/or HMO policies and
procedures. Nothing in this Agreement will be construed to require METCARE or
any HMO to assign ___________(?) any minimum or maximum number of Members to the
Provider.

         4. TERM: This Agreement shall be in effect for an initial period of one
(1) year from the Effective Date hereof and thereafter shall continue in effect
from year to year unless terminated by either party, by giving written notice to
the other party by certified or registered mail at least one hundred twenty
(120) days prior to the termination date. Upon termination of this Agreement for
any reason, Provider shall complete the course of treatment of any of METCARE's
and HMO Members then receiving treatment in accordance with the terms hereof.
Said sixty (60) days advance notice shall be required regardless of the reason
for termination, including nonpayment by METCARE. In the event of the insolvency
of METCARE and/or HMO, the Provider agrees to continue providing services
through any post insolvency period of MSO or HMO as required by law or contract.
This will include all Members until such time as they are transitioned to
another plan or otherwise provided for. Provision must also be made for Hospital
patients until they have been released and properly provided for.

         5. BILLING AND CONDENSATION: The Billing and Compensation procedures
shall be as follows:

                  A. As compensation for its services hereunder, METCARE shall
pay Provider for authorized Covered Services rendered to METCARE Members at
mutually agreed upon rates as set forth in Attachment "B" (Covered Services and
Compensation Schedule), attached and made a part herein. Provider expressly
agrees to accept such compensation as payment in full for the provision of
Covered Services.

                  B. If applicable, Provider shall bill for authorized Covered
Services rendered to METCARE Members according to the rates in Attachment "B".
In connection with each billing for Covered Services, Provider shall submit a
properly completed HCFA 1500 form, or other billing form as required by METCARE,
along with a written record of the Covered Services provided in accordance with
the most recent Medicare E&M guidelines or as otherwise required by METCARE, and
a copy of the referral form or the


                                        2


<PAGE>   74


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

authorization number, within thirty (30) days of the date of service. In the
event that the Provider is unable to submit a bill within the time specified
because of circumstances beyond Provider control, the time for submission of
such bill shall be extended as reasonably necessary for a period not to exceed
six (6) months from the date of service.

                  C. Capitated participating Providers shall not submit claims
for services set forth as capitated services described in Attachment "B," but
shall submit no-bill HCFA 1500 forms or other encounter forms, as required by
METCARE, which identify the health services provided to Members and which shall
contain such statistical and descriptive medical and patient data as specified
by METCARE. Encounter information on capitated Participating Physician services
shall be submitted to METCARE within thirty (30) days of the date of service to
the Member.

                  D. For such services as are compensated under this Agreement
by reimbursement, METCARE will pay the Provider within thirty (30) days of
receipt of a completed claim. Provider shall attempt to collect payment from
third-party payors whenever such alternative coverage is available. In the event
that, third-party payments are received, these sums will offset the amount due
from METCARE.

                  E. Capitation Rates will be subject to a percentage adjustment
in direct response to increases or decreases in Premium Revenue from HCFA and/or
HMO (Medicaid/Medicare).

         6. REFERRAL, NETWORK: Provider agrees to work in accordance with
METCARE's ____________________________(?). Except in cases of emergency, the
Provider shall make no referral of a METCARE Member to another provider for
Covered Services without prior approval of METCARE.

                  Provider further agrees to comply with METCARE's request for
reporting patient data and clinical information as required to provide reports
to contracted HMOs or regulatory agencies, and facilitate METCARE internal
quality improvement mechanisms for METCARE Members assigned to the Provider.

         METCARE, through its Medical Director and such other individuals as
METCARE designates, will provide the Provider, either directly or through a
contractor: (a) A system for getting prior approval (authorization) of all
referrals and written notification of Denied Claim Forms or Covered Services;
(b) A system for pre-admission certification for all elective hospital
procedures or admissions; (c) A Member encounter reporting process to be
implemented in accordance with METCARE's administrative policies and procedures;


                                        3


<PAGE>   75


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

(d) At least thirty (30) days prior written notice of any changes to the Covered
Services to be approved by the contractor hereunder.

         7. LICENSED PERSONNEL: Provider represents and assures METCARE that all
persons employed, retained, or used by Provider are appropriately licensed under
or are otherwise authorized by State law to practice under their health care
profession.

         8. INSURANCE: Provider agrees to obtain and maintain such policies of
liability and malpractice insurance as are necessary to adequately cover the
Provider and his/her agents and/or employees against any claim for damage
arising from personal injuries or death occasioned directly or indirectly in
connection with a performance of any act or omission by Provider or his/her
agent/employee. Pursuant to Rule 59G-8.100(12), FAC, prior to execution of this
Agreement, Provider shall obtain adequate Worker's Compensation coverage.
Provider agrees to provide proof of such insurance to METCARE upon demand.

         9. MARKETING: Provider agrees to allow METCARE - or HMO the right to
use the name, trade names, trademarks, DBAs, specialties, and other pertinent
information concerning the Provider for purposes of providing Membership and
marketing information in the course of METCARE's or HMO business. If required by
METCARE, the Provider shall post a notice or sign in Provider's place of
business identifying the Provider as a participating provider with METCARE
and/or HMO.

         10. METCARE INDEMNIFICATION: Indemnification under METCARE is as
follows:

                  A. METCARE agrees to indemnify and hold Provider, his/her
officers, directors, employees and agents harmless against any and all claims
(costs and expenses) which may arise and/or be incurred in connection with, any
actual or alleged malpractice or negligence or otherwise, arising as a result of
any act or responsibility assumed or deemed to have been assumed by METCARE
pursuant to this Agreement.

                  B. Provider agrees to indemnify and hold METCARE, its
officers, directors, employees, and agents free and harmless against any and all
claims (costs and expenses) which may arise out of and/or be incurred in
connection with any actual or alleged malpractice or negligence or otherwise
arising as a result of any action or inaction caused by Provider or any of its
personnel, in the performance or omission of any act or responsibility assumed
or deemed to have been assumed by Provider pursuant to this Agreement.


                                        4


<PAGE>   76


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         11. RECORDS. Records shall be maintained as follows: Provider agrees to
maintain complete and accurate fiscal records as well as medical and social
records applying to the METCARE/HMO Member for whom the Provider has claimed and
received payment from METCARE. Provider shall maintain such records as are
necessary for evaluation of the quality, appropriateness and timeliness of
service (performed under this Agreement. Said records will be made available and
for fiscal audit, medical audit medical review, utilization review, central
Medicaid office audit and other periodic monitoring upon request of an
authorized representative of METCARE, HMO, Agency for Health Care Administration
(AHCA), or the Department of Health and Human Services (DHSS). Provider further
agrees to comply with requirements issued as a result of any such inspection or
audit. Provider further agrees to pay METCARE within thirty (30) calendar days
after METCARE's demand for such payment any and all amounts determined to be
payable to METCARE by Provider as a result of such audit and any State or
Federal disallowances lawfully imposed on METCARE as a result of Provider's
failure to abide by the terms of this Agreement. Said records shall be retained
for a period of at least five (5) (or, if notified in writing by METCARE, such
longer period as required by law or a contracting HMO) years after the starting
date of the applicable retention period or until resolution of any ongoing audit
occurs and agrees to update METCARE as to the location of METCARE Members if
they are relocated at any time. Provider must submit information to METCARE as
it is, or becomes required by law or AHCA.

         12. OTHERS INDEMNIFICATION: Provider agrees that at all times during
the term of th Agreement the Provider shall defend, and hold METCARE, HMO, its
employees, officers, directors, Agency For Health Care Administration ("AHCA"),
HMO and METCARE's Members harmless from and against all claims, damages, causes
of action, costs or expenses, including court costs and reasonable attorney
fees, to the extent proximately caused by any negligent act or other wrongful
conduct by the Provider arising from this Agreement. This clause shall survive
termination of this contract including breach of contract due to insolvency.

         13. NO OTHER REIMBURSEMENT: Provider agrees to seek no reimbursement
from METCARE's Members for Covered Services rendered to them under or in the
course of this Agreement. Should the Medicaid prepaid health plan program be
terminated or expire, payment for all Covered Services performed for eligible
Medicaid Program Members prior to termination will be guaranteed by METCARE.

         14. CONFIDENTIALITY: Provider agrees to maintain the confidentiality of
patient information and medical records as required by law and regulation, as
well as the specific terms of th Agreement. Provider agrees not to make any
disparaging comments affecting METCARE of HMO to the extent allowed by law.




                                        5


<PAGE>   77


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         15. QUALITY ASSURANCE: Provider agrees to participate in and comply
with any internal and external quality assurance, utilization review, peer
review, and grievance procedures established by METCARE, HMO, AHCA and/or DOI.

         16. DISCIPLINE: Disciplinary proceedings shall be as follows: Provider
is required to notify METCARE immediately of any disciplinary action taken
against Provider by any state licensing board by which Provider is licensed or
hospital on which Provider is a staff Member. Upon notification that Providr is
subject to any disciplinary proceeding or action by any state licensing board by
which Provider is license or hospital on which Provider is a staff Member,
METCARE may suspend this Agreement until such proceeding or action is resolved.

         17. REFERRAL PRECAUTIONS: Member health and safety procedures are as
follows: By written notice to Provider METCARE's Medical Director may suspend
the assignment of Members, Provider if Medical Director determines that facts
presented indicate health or safety of Members could be endangered by Provider
continued participation. By written notice to Provider, METCARE's Medical
Director may suspend assignment of Members to Provider if Medical Director
determines Provider is not complying with (1) the terms of this Agreement, (2)
METCARE's policies and procedures, or (3) METCARE requirements for credentialing
or re-credentialing.

         18. ASSIGNNCENT: Provider may not assign its interest in this Agreement
without the exprv. written consent of METCARE.

         19. COMPLETE AGREEMENT: This Agreement, and the Exhibits attached
hereto, contain all the terms and conditions relating to the agreement between
the parties hereto, and supercedes all oral or written agreements,
representations, or statements made by either party prior to the execution of
this Agreement. The provisions of this Agreement may not be amended,
supplemented, waived or changed orally or by course of conduct of the parties
but only by writing signed by the party as to whom enforcement of an such
amendment, supplement, waiver or modification is sought and making specific
reference to this Agreement. No modification of this Agreement shall be valid
unless in writing and duly executed by METCARE and Provider. Notwithstanding
this provision, should a change in the contract language be required by the
state, such change will automatically be incorporated herein. METCARE will
notify Provider of any such state mandated change in writing.

         20. LICENSURE AND PRIVILEGES: Provider agrees to give METCARE copies of
the following items related to his/her professional position and maintain a
current copy with METCARE within fifteen (15) days of signing of this contract:




                                        6


<PAGE>   78


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

           A. Copy of current State of Florida license.

           B. Copy of current Drug Enforcement Administration (DEA)
              registration certificate.

           C. Copy of current malpractice insurance certificate.

           D. Provider information form.

           E. Provider credentialing report.

           F. Curriculum Vitae

           G. Copies of medical school diploma and internship, residency, and
              fellowship certificates.

         Provider agrees to fully and diligently comply with and assist MSO, HMO
or contract third party to expedite the credentialing process. It is expressly
understood that time is of the essence.

         21. RELATIONSHIP; AUTHORIZATION: None of the provisions of this
Agreement are intended to create nor shall be designed or construed to create
any relationship between Provider and METCARE other than that of independent
entities contracting with each other hereunder solely for the purpose of
effecting the provision of the Agreement. Neither of the parties hereto nor any
of their respective representatives shall be construed to be the agent,
employer, or representative of the other. Both parties explicitly agree that the
Provider is a subcontractor.

         Nothing contained in this Agreement shall be construed to require a
Provider to: recommend any procedure or course of treatment which Provider deems
professionally unacceptable; or recommend that METCARE deny benefits for any
procedure or course of treatment. METCARE agrees shall not intervene in any way
or manner with the rendition of health care services by Provider, it being
understood and agreed that the traditional relationship between Provider and
patient will be maintained.

         Provider agrees that a determination by METCAR.E that a particular
course of medical treatment is not a covered benefit shall not relieve Provider
from providing or recommending such care to Members as he/she deems to be
appropriate, nor shall such benefit determination be, considered to be a medical
determination by METCARE.

         The Provider has and does hereby designate METCARE as his/her/its
attorney-in-fact for the sole purposes of negotiating, consenting to, and
executing contracts with HMOs and other insurers, and any documents or
amendments related to such contracts.


                                        7


<PAGE>   79


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         22. OBLIGATIONS AFTER TERMINATION: Upon the termination of this
Agreement, Provider agrees to return any and all METCARE and HMO provided
materials, programs, or other documentation related to its business, including
all copies thereof, whether authorized or not. Contracting Provider agrees and
shall not communicate orally or in writing with any Member for the purpose of
getting Member to switch HMOs or medical plans, without the prior written
consent of METCARE, such consent shall not be unreasonably withheld if for
medical reasons. In addition, Provider shall not use any of the METCARE's
materials, including, but not limited to, Members' lists, directly or
indirectly, to further the business purposes of Provider or any other entity,
including any other pre- paid health plans, HMOs, IPAs, MSOs or PPOs. The
parties hereto agree that this section shall survive the termination of this
Agreement. The parties agree that any violation of this section by the Provider
shall result in irreparable injury to METCARE and therefore, in addition to the
remedies otherwise available to METCARE, METCARE shall be entitled to injunctive
or other equitable relief to enjoin or restrain Provider or any related
individual from violating the terms of this section.

         23. MEDIATION; LITIGATION; COSTS: If either party should declare a
breach of this Agreement, or if any dispute arises from this Agreement or the
subject of this Agreement, the parties shall first submit the matter to
non-binding mediation (not arbitration) and attempt to resolve the matter, in
good faith, prior to the institution of any litigation or other legal action.
Each party shall pay its own costs of mediation. The parties agree that
litigation or other legal action may be begun only after each party has
presented its case to an independent, professional mediator and such mediator
has determined that the matter cannot or will not be resolved through mediation.
A party requesting mediation shall be entitled to obtain a court order mandating
mediation if the other party does not agree to commence mediation within thirty
(30) days after written request. The fees and costs incurred by the party
seeking such court order shall be reimbursed by the other party, otherwise, each
party shall pay its own costs of mediation. Nothing in this paragraph shall
preclude either party from seeking remedies in equity if such action is found to
be appropriate by a court of competent jurisdiction. In the event of any
litigation by any party to enforce and defend its rights under this Agreement,
the prevailing party, in addition to all other relief shall be entitled to
reasonable attorney's fees.

         24. RESTRICTIVE COVENANTS:

                  A. PARTICIPATION IN OTHER NETWORKS. The Provider may
participate in any number of other networks, HM0's, IPAs, PHOs, and the like
("Networks"); however, except as disclosed in Attachment "B" and agreed to by
METCARE, during the term of this Agreement, and for a period of six (6) months
after the expiration or termination of this Agreement for any reason, the
Provider agrees not to participate in Network which




                                        8


<PAGE>   80


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

contracts directly, or through another Network, with the Medicare or Medicaid
Program on a capitated or risk basis.

                  B. CORPORATE PROPERTY. Provider understands that METCARE has
developed, considerable investment, an active business entity which deems the
Members who have selected METCARE Participating Providers for primary care
services, as well as METCARE's contracts, manuals, advertising and marketing
materials, and other corporate property ("Property") are of substantial value to
METCARE and Provider hereby acknowledges METCARE's interest in such Property.

                  C. LIMITATIONS. The Provider covenants that he/she/it will
not, individually or collectively, as a participant in a partnership, sole
proprietorship, corporation or other entity, or as an operator, investor,
shareholder, partner, director, employee, consultant, manager, advisor or in any
other capacity whatsoever, either directly or indirectly, during the term of
this Agreement and for a period of six (6) months after the expiration or
termination of this Agreement for any reason, do any of the following acts:

                           1. Encourage, solicit, force or otherwise influence
the Members to change their primary care provider, disenroll from their health
plan, or leave the METCARE network;

                           2. Disclose the names, addresses, or phone or
identification numbers of any Member to any third party, except as required by
process of law or regulation;

                           3. Sell, assign, transfer, or pledge the Members to
any person or entity;

                           4. Disclose or disseminate any Property;

                           5. Induce, request, or advise any employee of METCARE
to leave the employ of METCARE.

                  D. The Provider agrees that any damages resulting from any
violation hereunder of any of the covenants contained in this section may be
difficult to ascertain and, for that reason, agrees that METCARE will be
entitled to an injunction from any court of competent jurisdiction, without bond
and without having to establish a specific irreparable injury other than as set
forth in this Agreement, restraining any violation of any or all of said
covenants either directly or indirectly and such right to injunction will be
cumulative and in addition to whatever other remedies METCARE may have,
including recovery of damages.


                                        9


<PAGE>   81


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                  E. If Provider is in violation of this section, then the
covenants of this section will be extended for a period of time equal to the
period of time during which such breach or breaches occur. If METCARE seeks
injunctive relief from such breach in any court, then the covenant will be
extended for a period of time equal to the pendencies of such proceedings,
including all appeals. The existence of any claim or cause of action by the
Provider, or any of its principals, against METCARE, whether predicated upon
this Agreement or otherwise, will not constitute a defense to the enforcement by
METCARE of the foregoing covenants, but will be litigated separately.

                  F. Provider will be considered to be in breach of this section
if he/she/it does not take reasonable steps to prevent Participating Physicians
from violating the provisions of this section.

                  G. Provider acknowledges that he/she/it has agreed to the
provisions of this section in consideration for the execution of this Agreement.

                  H. The covenants, terms and conditions of this section will
survive the termination of _______________ regardless of the cause of such
termination.

         25. LAW: This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, and venue is accepted by both
parties for VOLUSIA COUNTY.

         26. ATTACHMENTS: Provider accepts that he/she has read and agrees to
Attachments "A," "B- I" and "B-2."





         IN WITNESS WHEREOF the undersigned parties have placed their hands and
seals as of the Effective Date above.

METCARE OF FLORIDA, INC.,                           PRIMARY CARE,PHYSICIAN
A FLORIDA CORPORATION


By:_________________________                        By:________________________


Print Name/Title                                              Print Name/Title

Address where notices are to be sent:

METCARE of Florida, Inc.
Attn:  Noel J. Guillama
5100 Town Center Circle
Suite 560
Boca Raton, Florida 33486-1008






                                       10


<PAGE>   82




              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                 ATTACHMENT "A"

                                   DEFINITIONS

         Authorization or Authorized - A determination which allows that Covered
Services are or were medically necessary and meet the standards and criteria for
payment according to MIETCARE's established QA/UM Program. This includes
services which are considered urgent/emergent and routine care, as well as
supplies and equipment provided, arranged or determined medically necessary
according to METCARE's criteria,

         Authorization Number - Upon approval of a request for authorization of
Covered Services or services which have been provided in an emergency to a
Member, METCARE, will issue a unique number which will represent authorization
of these services by METCARE.

         Capitation Payment - This is the predetermined monthly fee which is
paid by METCARE to the provider under this Agreement for the provision of
Covered Services to the Members who have been assigned to the Provider by
METCARE.

         Covered Services - Health care services to which Members are entitled
in accordance to the terms of METCARE, Medicaid Prepaid Program Contract,
Medicare HMO Plan and any other plan or policy to which METCARE and its
Providers participate.

         Encounter Form - This is a form which is submitted on a monthly basis
by METCARE. This form is used by the Provider to record requested statistics
relative to the Member's use of Covered Services.

         Emergency - Any situation which requires immediate medical treatment of
a suddenly occurring condition in order to prevent the loss of life, irreparable
physical damage or serious impairment of bodily function.

         Medicaid Prepaid Program Contract - The contract between METCARE and
HMO or the Florida Agency for Health Care Administration (AHCA) in which METCARE
agrees to provide or arrange for prepaid Health care services to persons
eligible for Medicaid under Title XIX of the Social Security Act.

         Medicare Prepaid Plan - The contract between METCARE and HMO or
directly with the Health Care Financing administration (HCFA) to provide
comprehensive services to Medicare eligible recipients.


                                                         1


<PAGE>   83


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         Medical Staff B Refers to a hospital's or ambulatory surgical center's
medical staff as that term is defined in the bylaws of the facility medical
staff, and as such bylaws may be amended from time to time.

         Medically Necessary - This shall be defined by a contracted HMO or
METCARE in accordance with the QA/UM established criteria which shall include
due consideration of whether services are (a) appropriate with regards to
standards of good medical practice within the surrounding community; (b)
consistent with the symptoms or diagnosis of Member's condition, disease,
ailment or injury; (c) the most appropriate supply or level of service which can
be safely provided to the convenience of the Member; and (d) not solely for the
convenience of the Member, Member's family, Member's physician, hospital or
other health care provider.

         Member - An individual who is covered by the HMO and has been assigned
for care to MEETCARE, including newborn children of person's who has been
assigned to METCARE.

         Participating Provider - A hospital, physician, ambulatory surgery
center, home health care agency, pharmacy, multi-specialty group practice, or
other health care provider who has entered into an agreement to provide services
covered under METCARE.

         Primary Care Covered Services - Those physician services covered by
METCARE as described in Attachment "B" of this Agreement.

         Primary Care Physician - A participating provider who has been selected
by or otherwise assigned to a Member to provide Primary Care Covered Services
required by Member, and who is responsible for coordinating the referral of such
Member to specialists, and other allied health care professionals for referral
Covered Services.

         Provider's Members - Members who have been assigned to provider by
METCARE for the provision of Medically Necessary Covered Services. This includes
the newborn children of Members who have been assigned to the provider by
METCARE.

         Quality Assurance -A program established by METCARE for the purpose of
reviewing and making determinations regarding the quality of performance of
Covered Services rendered to Members. This includes evaluations in regards to
timeliness, quality and appropriateness of medical care by the Quality Assurance
and Utilization Management Committee (QA/UM Committee) and external peer review
bodies.


                                        2


<PAGE>   84


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

         Quality Assurance and Utilization Management Program or QA/UM Program -
The program established by METCARE to assure the proper level and quality of
care is provided, including but not limited to, METCARE's policies and
procedures. The QA/UM Program outlined in METCARE policies and procedures may be
changed by METCARE upon written notice to the provider.

         Referral Covered Services - Any Covered Services which are not provided
by the Primary Care Physician under the terms defined by METCARE.

         Referral Physician - A participating provider responsible for providing
referral coveted services to Members.


                                        3


<PAGE>   85


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                 ATTACHMENT "B"

                   COVERED SERVICES AND COMPENSATION SCHEDULE
                    FOR PARTICIPATING PRIMARY CARE PHYSICIANS

         1. COVERED SERVICES - The Provider agrees to provide the Covered
Services listed in this attachment directly or to arrange the provision of
Covered Services by a qualified provider approved by METCARE. Covered Services
listed are to be provided in accordance with METCARE's policies and procedures.

                  Primary Care Services - Services and procedures rendered by a
physician at a physician's office, patients home, hospital or other location
when preventive, diagnostic or therapeutic care is indicated for the treatment
of a particular injury, illness or disease which does not require the knowledge,
skill or expertise of a physician specialist.

                  Family Planning Services - Covered Services rendered to allow
the patient to make comprehensive, informed decisions about family size, spacing
of births, or to obtain a diagnosis to determine the cause of infertility.
Medicaid Members may, at their discretion, obtain covered family planning
services from any participating Medicaid family planning service provider
without obtaining prior authorization from METCARE.

                  Well Baby/Child Care - Covered Services which are designed to
diagnose medical conditions of Members under 21 years of age. These include: (a)
immunizations; (b) health screening; (c) referrals to appropriate service
providers and scheduling assistance for those referrals if indicated; and (d)
maintenance of a coordinated tracking system to follow Member through the entire
process of screening and treatment.

                  Preventive Medicine Services - This includes Covered Services
provided to Members relating to the following: (a) preventive care check-ups;
(b) periodic physical exams; and (c) chronic disease follow-up.

                  Primary Care Case Management Services - Covered Services
required to plan, direct and coordinate the health care and utilization of
health care services to Provider's Members. Provider is responsible for
arranging all non-emergency health care services for which Provider's Members
are eligible under the Member'sSchedule of Benefits.

                  Other Services - Provider shall provide the following Covered
Services: Laboratory and X-ray services normally provided in the Provider's
office, as limited by the


                                        1


<PAGE>   86


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

METCARE list of in-office procedure, EKG services, Covered Non-Emergency
Transportation Services (When rendered by Contracting Provider).

         2. BILLING TIMING. METCARE agrees to pay Provider within thirty (30)
days from METCARE's receipt of a valid claim. (If capitated, METCARE agrees to
pay capitation by the 20th of the month.)

         3. COMPENSATION SCHEDULE - PLEASE SEE ATTACHMENTS "B-1," "B-2," and
"B-3."





                                        2


<PAGE>   87


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                ATTACHMENT "B-1"

                       COMPENSATION SCHEDULE - COMMERCIAL

The parties acknowledge and agree that the description of Covered Services set
forth in this Agreement are also subject to terms and conditions of the
applicable Subscriber Contract.

         HEALTH CARE, EXPENSE FUND (HCEF)

         1. METCARE shall create an HCEF and contribute 70% of premiums received
for all medical services for each Individual and Commercial Member assigned to
METCARE.

         2. Any service rendered to Members who enrolled in the HM0 under
misleading or fraudulent means will not be considered a Covered Service/Benefit.
Pursuant to Section 641.315(2)(a) Florida Statutes and per the applicants
signature on the enrollment form, a provider may bill a patient directly for
services not covered by METCARE.

         3. The Provider is fully responsible for the collection of applicable
co-payments from Members.

         4. From this HCEF, the METCARE shall pay Provider a Primary Care
capitation to provide the services defined in Attachment B. The monthly
capitation payments for each Member are as follows:

SEE ATTACHED

         5. METCARE agrees to make the capitation payments to the Primary Care
Physician no later than the twentieth (20) of the month.

         6. METCARE agrees to reimburse Provider as follows for the following
procedures in addition to, the monthly capitation amount:

CPT CODE                            DESCRIPTION                           FEE
--------                            -----------                           ---
90701                               DPT Immunization                     13.85
90702                               DT                                    8.00
90703                               Tetanus Toxoid                       11.14
90707                               MMR Immunization                     35.00
90712                               OPV                                  15.73




                                        1


<PAGE>   88


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

90713                 Poliomyelitis Injection                        21.00
90718                 Tetanus-Diphtheria                              3.32
90720                 DBTHib (Tetramune)                             32.72
90724                 Influenza                                       9.00
90731                 Hepatitis B, Pediatric                         25.00
90732                 Pneumococcal Vaccine                           16.00
90737                 HIB                                            22.00
90733                 Meningoococcal Vaccine                         50.00
90741                 Immune Serum Globulin                           9.00
90742                 Rabies Immunoglobulin (2 ml)                   51.00
90749                 Tetramune                                      33.00

         7. METCARE agrees to reimburse Provider on a fee-for-service basis at
75% of Medicare's RBRVS for services rendered to another Primary Care
Physician's Members.

                  Fee-for-service reimbursement will be less any applicable
co-payments, deductibles or amounts due for non-Covered Services.


                                        2


<PAGE>   89


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                  ATTACHMENT K

                   SHARED DELEGATION OF UTILIZATION MANAGEMENT

Shared Delegation of Utilization Management Program. PPM agrees to accept the
assignment of and the shared responsibility for the following utilization
management functions related to assigned HUMANA HMO Members indicated below from
HUMANA, and to follow any utilization management program as may be required by
any law, regulatory or accrediting body or coverage agreement or implemented by
HUMANA.

                  X's to be added after delegation site review

FUNCTION                                            PPM               HUMANA
--------------------------------------------------------------------------------
Preadmission Review, including medical
necessity determination
--------------------------------------------------------------------------------
Prior Authorization
--------------------------------------------------------------------------------
Transplantation Services
--------------------------------------------------------------------------------
Admission notification
--------------------------------------------------------------------------------
Concurrent Review
--------------------------------------------------------------------------------
Retrospective Review
--------------------------------------------------------------------------------
Discharge Planning
--------------------------------------------------------------------------------
Inpatient potential quality of care concern
identification
--------------------------------------------------------------------------------
Primary Care Provider profiles including
over-and-under utilization
--------------------------------------------------------------------------------
Ambulatory Services monitoring, including
medical necessity determination for
outpatient services and procedures
--------------------------------------------------------------------------------
Referral Management
--------------------------------------------------------------------------------
Review of denials
--------------------------------------------------------------------------------
Communication of appeal and/or grievance
rights to Humana members of services or
claim payment denied by Provider
--------------------------------------------------------------------------------






                                        1


<PAGE>   90


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT K (con't)



--------------------------------------------------------------------------------
Request for Durable Medical Equipment
--------------------------------------------------------------------------------
Request for Home Health
--------------------------------------------------------------------------------
Request for Case Management
--------------------------------------------------------------------------------
Skilled nursing facility admission and
coverage
--------------------------------------------------------------------------------
Out of area services
--------------------------------------------------------------------------------
Monitoring timeliness and consistency of
UM staff
--------------------------------------------------------------------------------
Request for Skilled nursing
--------------------------------------------------------------------------------

HUMANA shall review and approve PPM's Utilization Management Program, annual
plan and annual utilization management evaluation. Any changes shall also be
approved by HUMANA prior to the effective date of the proposed change. PPM
further agrees that HUMANA shall be allowed to change or revise PPM's
utilization management program at any time, provided that such changes or
revisions be provided to PPM in writing, to be effective within a reasonable
time frame after receipt by PPM. PPM shall provide an implementation plan within
three (3) business days of receipt of any change. PPM shall implement and comply
with the PPM utilization management program as revised periodically. PPM shall
provide HUMANA with access to utilization management documentation for review
upon request by HUMANA. Annually, PPM shall have approved their annual
utilization management plan prior to its implementation.

PPM shall allow HUMANA to monitor the quality and effectiveness of the
utilization management program through periodic audits performed by HUMANA (or
HUMANA subcontractor) upon written request. Problems identified by HUMANA shall
be resolve in a time frame approved by HUMANA.

PPM shall submit for the areas of utilization management that are delegated the
following quarterly utilization data applicable and quarterly narrative summary
to HUMANA for oversight purposes:

#        Inpatient: Total number admissions; admissions per 1,000 members;
         average length of inpatient stay; total number inpatient admission
         denials; overturn denial rate.


                                        2


<PAGE>   91


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT K (con't)

#        Outpatient: Total number referrals approved by specialty or procedure;
         referrals approved by specialty or procedure per 1,000 members; total
         number outpatient referral denials; overturn denial rate.

#        Skilled nursing: Total number admissions; admissions per 1,000 members;
         average length of inpatient stay; total number inpatient admission
         denials; overturn denial rate.

#        Summary of Home Health utilization.

#        Summary of utilization of Durable Medical Equipment.

#        Summary of over utilization monitoring including problems identified,
         corrective actions initiated and outcomes.

#        Summary of underutilization monitoring including problems identified,
         corrective actions initiated and outcomes.

#        Concurrent review activities describing discharge planning activities
         and including total number of continued stay denials.

PPM shall submit encounter data for all services on a monthly basis. This data
will be in a format and media agreed to by PPM and HUMANA. The minimal required
fields include:

         1.       The patient identified by the subscribers ID# (=SSN) plus
                  first name.
         2.       Date of Birth.
         3        The provider identified by the Humana provider number.
         4.       Diagnosis by ICD9, all 5 digits REQUIRED. Up to 10 per
                  encounter.
         5.       Date of Service (beginning and end).
         6.       Procedure by CPT4, HCPC, Revenue code (for hospitals) or ASA
                  (for anesthesia). There is no limit to the number of codes
                  that can be entered.
         7.       Place of Service.

On a concurrent basis, PPM will notify HUMANA of any denial of inpatient
services prior to such denial. PPM will maintain a file of all outpatient
denials of services to HUMANA Members. This file will be submitted to HUMANA on
a monthly basis. HUMANA retains the right to approve, modify or suspend any
utilization management activity by PPM as it pertains to Members.


                                        3


<PAGE>   92


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                              ATTACHMENT K (con't)

PPM is responsible for notifying HUMANA of any sanctions incurred following
review by any federal, state or voluntary accreditation agencies.

Indemnification. PPM agrees to indemnify and hold HUMANA and its agents,
employees, officers and affiliates harmless from any and all claims, losses,
liabilities,* lawsuits and expenses arising out of or in relation to the
delegated functions and activities pursuant to this Attachment.


                                        4


<PAGE>   93


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                ATTACHMENT "B-2"
                        COMPENSATION SCHEDULE - MEDICAID






<PAGE>   94


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

--------------------------------------------------------------------------------
Request for Durable Medical Equipment
--------------------------------------------------------------------------------
Request for Home Health
--------------------------------------------------------------------------------
Request for Case Management
--------------------------------------------------------------------------------
Skilled nursing facility admission and
coverage
--------------------------------------------------------------------------------
Out of area services
--------------------------------------------------------------------------------
Monitoring timeliness and consistency
of UM staff
--------------------------------------------------------------------------------
Request for Skilled nursing
--------------------------------------------------------------------------------

HUMANA shall review and approve PPM's Utilization Management Program, annual
plan and annual utilization management evaluation. Any changes shall also be
approved by HUMANA prior to the effective date of the proposed change. PPIVI
further agrees that HUMANA shall be allowed to change or revise PPM's
utilization management program at any time, provided that such changes or
revisions be provided to PPM in writing, to be effective within a reasonable
time frame after receipt by PPM. PPM shall provide an implementation plan within
three (3) business days of receipt of any change. PPM shall implement and comply
with the PPM utilization management program as revised periodically. PPM shall
provide HUMANA with access to utilization management documentation for review
upon request by HUMANA. Annually, PPM shall have approved their annual
utilization management plan prior to its implementation.

PPM shall allow HUMANA to monitor the quality and effectiveness of the
utilization management program through periodic audits performed by HUMANA (or
HUMAW subcontractor) upon written request. Problems identified by HUMANA shall
be resolv& in a time frame approved by HUMANA.



<PAGE>   95


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                ATTACHMENT "B-3"
                        COMPENSATION SCHEDULE - MEDICARE

         The parties acknowledge and agree that the description of Covered
Services set forth in this Agreement are also subject to the terms and
conditions of the applicable Subscriber Contract.

         Fees for Covered Services provided by Participating Primary Care
Physician to Members pursuant to this Agreement shall be as follows:

         CAPITATION SCHEDULE - $38.00PMPM

         ALTERNATE PAYMENT SCHEDULE To the extent that METCARE or HMO Members
are provided medical service by provider at the request or instruction of
METCARE, and no fee has been specifically and previously detailed, METCARE and
Provider agree the Provider will be paid 60% of the Medicare Allowable.

         INCENTIVE POOLS - On a Quarterly basis PCP will be paid 10% of the net
profit of the Part A and Part B pools.



<PAGE>   96


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                                 ATTACHMENT "B"
                          CREDENTIALING RESPONSIBILITY

____ Provider assumes the responsibility for credentialing, Provider expressly
agrees to allow monitoring and oversight by METCARE, as well as, implementing
such oversight, to provide assurance that all licensed medical professionals are
credentialed in accordance with METCARE's and the Agency for Health Care
Administration's credentialing requirements.

____ Provider will submit completed and signed credentialing packages which have
been supplied by METCARE for each Provider under this contract and wish for the
METCARE to credential the Providers under this Agreement.

Please read the statements above, check the applicable response and sign below:

Signature of Provider:                               Date:

PLEASE INCLUDE ALL LOCATIONS WHERE YOU PROVIDE SERVICES

Practice Name:____________________________________________________________

Office Manager:___________________________________________________________

Address:__________________________________________________________________

City, State, Zip:_________________________________________________________

County:_____________________________           Tax I.D.___________________

Office Hours:_______________________           Ages Seen:_________________

Phone#:_____________________________           Fax:_______________________

Make Checks Payable To:___________________________________________________

Address to mail Claim Checks:_____________________________________________

Address to mail Cap Checks:_______________________________________________



                       Use Additional Sheets If Necessary.





<PAGE>   97


              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

                         ATTACHMENT TO AGREEMENT BETWEEN
                                   METCARE AND

                  --------------------------------------------
                 (Print name of contracted entity/practice name)

         The contracting entity is a:
   ____ (P.A.) ____ (Partnership) ____(Corporation) ____ (IPA) ____ (PHO)

         Each individual desiring to become a participating provider under terms
and conditions of the referenced Agreement dated acknowledges his/her intention
by signing below:

---------------------------------           ---------------------------------
PRINT NAME AND TITLE                                          SIGNATURE






<PAGE>   98



                               PHYSICIAN AMENDMENT

THIS AMENDMENT is entered into by and between Humana Medical Plan, Inc. (a
health maintenance organization) and Humana Health Insurance Company of Florida,
Inc. (a Florida Insurance company) and Humana Insurance Company and Employers
Health Insurance Company (insurance companies) and their affiliates (hereinafter
referred to as ("Humana") and the undersigned physician, or physician group, or
Independent practice association, or physician practice management organization,
as applicable, and where applicable any employed and/or subcontracted and/or
independently contracted health cars providers and/or health care professionals
of the undersigned physician, or physician group, or independent practice
association, or physician practice management organization, as applicable
(hereinafter collectively referred to as "Physician').

                                   WITNESSETH

WHEREAS, Humana and Physician entered into a provider participation agreement
(hereinafter the "Agreement") and pursuant to which Physician agreed to provide
and/or arrange for the provision of services to Humana Members at negotiated
rates; and

WHEREAS, Humana and Physician desire to amend the Agreement to include the
following provisions solely as they relate to the Medicare lines of business:

A:       CONFLICT OF TERMS. Humana and Physician acknowledge and agree that in
         the event of any conflict between the terms and conditions of the
         Agreement and this Amendment, the terms and conditions of this
         Amendment shall control as it relates to the Medicare lines of
         business.

B:       LICENSURE/CERTIFICATION/REGISTRATION/ACCREDITATION. Physician shall
         maintain for the term of the Agreement, and any renewal terms
         thereafter, such licensure, certification, registration, and/or
         accreditation where applicable, as required by federal and/or state
         law, rule or regulation and in accordance with Humana's policies and
         procedures.

C:       MEDICARE COMPLIANCE. Physician shall comply with and is subject to all
         applicable Medicare program rules and regulations as implemented and as
         amended by the Health Care Financing Administration ("HCFA"), including
         without limitation Humana's and federal and state regulatory agencies'
         rights to audit Physician's operations, books, records and other
         documentation related to Physician's obligations under the Agreement,
         as well as all other federal and state laws, rules and regulations
         applicable to individuals and entities receiving federal funds,
         including without limitation Title VI of The Civil Rights Act of 1964,
         The Age Discrimination Act of 1975, The Americans With Disabilities Act
         and The




                                        1


<PAGE>   99



         Rehabilitation Act of 1973. The parties acknowledge and agree that
         payment from Humana for services rendered to Humana Medicare Members is
         derived, in whole or in part, from federal funds received by Humana
         from HCFA.

         Physician hereby represents that Physician and all employees,
         subcontractors and/or independent contractors of Physician providing
         and/or who will provide services under the Agreement, includi - ng
         without limitation health care, utilization review, medical social work
         and/or administrative services, each maintains full participation
         status in the federal Medicare program, and/or is not excluded from
         participation in the federal Medicare program.

         In order to ensure compliance under the Agreement and this Amendment,
         Physician acknowledges and agrees to retain all contracts, books,
         documents, papers and other records related to the provision of
         services to Humana Medicare Members and/or as related to Physician's
         obligations under the Agreement for a period of not less than six (6)
         years from: (I) each successive December 31; or (II) the and of the
         contract period between Humana and HCFA; or (III) from the date of
         completion of any audit, whichever is later.

         Physician acknowledges and agrees to cooperate with the activities
         and/or requests of any independent quality review and improvement
         organization utilized by and/or under contract with Humana as related
         to the provision of services to Medicare Members.

D:       HUMANA PARTICIPATING PROVIDER. Physician acknowledges and agrees that
         health care providers, including without limitation, physicians and
         other providers of medical services rendering medical services to
         Humana Members shall be subject to Humana's credentialing process prior
         to receiving status as a Humana Participating Physician.

E:       HUMANA POLICIES AND PROCEDURES. Physician agrees to abide by all
         quality assurance, quality improvement, accreditation, risk management,
         utilization review, credentialing, recredentialing, fiscal and other
         administrative policies and procedures established and revised by
         Humana from time to time. Physician shall be notified of any revisions
         to the policies and procedures and they shall become binding upon
         Physician thirty (30) days, or such lesser period of time as required
         by a federal or state regulatory agency, after Humana has notified
         Physician. Any revisions affecting Physician shall not be
         discriminatory and shall apply to all Participating Providers similarly
         situated.

         Physician agrees to cooperate with Humana's implementation of its
         health risk assessment program.


                                        2


<PAGE>   100



F:       PATIENT COMMUNICATIONS. The parties acknowledge and agree that nothing
         contained in the Agreement or in this Amendment is intended to
         interfere with or hinder communications between health care provider(s)
         and Members regarding patient treatment. Physician will discuss with
         Members their health status and all medical care and treatment options
         which Physician and/or the Member's treating physician deems clinically
         necessary and appropriate, regardless of any coverage or payment
         determination(s) made or to be made by Humana.

G:       CLAIMS PROCESSING/PROMPT PAYMENT. Humana shall process claims for
         Covered Services rendered to Members and shall make payments to
         Physician on a timely basis using Humana's normal claims processing
         policies, procedures and guidelines and in accordance with applicable
         federal and state laws, rules and regulations regarding the timeliness
         of claims payments. Accordingly, Humana will promptly approve or deny
         completed claims submitted for payment in accordance with an initial
         determination by Humana or an appeal of a denied claim. For purposes of
         this section, a claim is approved or denied "promptly" if it is
         approved or denied within the time provided for by HCFA and any "prompt
         payment" statute of Florida.

         In the event that Humana has delegated all or any part of the claims
         payment process to Physician under the terms and conditions of the
         Agreement, Physician shall comply with all federal and state laws,
         rules and regulations regarding the timeliness of claims payments to
         which Humana is subject, including without limitation any time frames,
         notice and/or penalties relating to payment provided for by HCFA and
         any "prompt payment" statute of Florida.

H:       EMERGENCY AND URGENTLY NEEDED SERVICES. Humana will pay for emergency
         and urgently needed services for covered Members, which services are
         rendered by Physician as follows:

         (I)      Any medical screening examination or other evaluation required
                  by state or federal law, rule or regulation which is necessary
                  to determine whether an emergency medical condition exists
                  which will be provided to a covered Member in the emergency
                  department of a hospital;

         (II)     Medically Necessary emergency and urgently needed services,
                  including treatment and stabilization of an emergency medical
                  condition; and

         (III)    Services originating in a hospital emergency department
                  following treatment and stabilization of an emergency medical
                  condition as provided for by Humana.


                                        3


<PAGE>   101



         Physician will contact Humana for pre-authorization of
         post-stabilization care. Humana will approve or deny coverage of
         post-stabilization care as requested by the treating physician within
         the time appropriate to the circumstances relating to the delivery of
         the services and the condition of the patient, but in no case.to exceed
         one (1) hour.

I:       ENCOUNTER DATA. In the event that Physician is reimbursed for Covered
         Services on a capitated basis, and no claims for services are submitted
         to Humana at the time of service, Physician agrees to provide Humana
         accurate and complete information ("Encounter Data") regarding the
         provision of Covered Services for Members in the form of a complete
         HCFA 1500 and/or UB92 form, or their respective successor form(s) as
         required by HCFA, or such other format as is mutually agreed upon by
         both parties. Encounter Data shall include, at a minimum, Member
         identification and demographic information, Physician and/or treating
         health care provider and/or health care professional, as applicable,
         tax identification number, date of service, all applicable CPT-4 and
         ICD-9 codes, and where applicable billed charges.

         Physician acknowledges and agrees that such Encounter Data shall be
         provided to Humana on a monthly basis on or before the last day of each
         month for encounters occurring in the immediately preceding month. In
         the event Physician fails to provide, or arrange for the provision of,
         the Encounter Data by the date specified above, and upon Humana's
         notice to Physician of such failure, Physician shall have thirty (30)
         days from the date of said notice to develop a corrective action plan
         acceptable to Humana to ensure compliance with the timely submission of
         the Encounter Data. In the event the corrective action plan is
         unacceptable to Humana, or the corrective action plan falls to correct
         the problem within sixty (60) days of implementation of the corrective
         action plan, Humana, at its sole discretion, may: (I) withhold
         Physician's subsequent payments; or (II) pend such payments until such
         Encounter Data is submitted to Humana in an acceptable form; or (III)
         terminate this Agreement upon sixty (60) days written notice to
         Physician.

         On an annual basis and at other times upon request, Physician further
         acknowledges and agrees to provide Humana and/or HCFA a certification
         as to the accuracy, completeness and truthfulness of the Encounter Data
         submitted to Humana and/oc HCFA.

J:       MEMBER HOLD HARMLESS. Physician hereby agrees that in no event,
         including, but not limited to nonpayment by Humana, Humana's Insolvency
         or breach of this Agreement, shall Physician bill, charge, collect a
         deposit from, seek compensation, remuneration or reimbursement from, or
         have any recourse against Members of Humana or persons other than
         Humana acting on their behalf for Covered Services provided pursuant to
         this Agreement. This provision shall not prohibit collection from




                                        4


<PAGE>   102



         Member of any non-covered service amounts and/or Copayments in
         accordance with the terms of the agreement between Humana and the
         Member and with the terms of this Agreement.

         Physician agrees that in the event of Humana's insolvency or other
         cessation of operations, benefits to Members will continue for the
         period for which premium has been paid and benefits to Members confined
         in an inpatient facillity on the date of insolvency or other cessation
         of operations will continue until discharge.

         Physician further agrees that: (I) this provision shall survive the
         termination of this Agreement regardless of the cause giving rise to
         termination and shall be construed to be for the benefit of the Member;
         (II) this provision supersedes any oral or written contrary agreement
         now existing or hereafter entered into between Physician and Member or
         persons acting on their behalf; and (III) this provision shall apply to
         all employees and subcontractors of Physician, and Physician shall
         obtain specific agreement to this provision from such persons.

         Any modification, addition, or deletion to this Section J shall not
         become effective until after the Commissioner of Insurance has given
         Humana written notice of approval of such proposed changes, or such
         changes are deemed approved in accordance with State laws.

K:       MEDICALLY NECESSARY SERVICES. Nothing contained herein is intended by
         Humana to be a financial incentive or payment that directly or
         indirectly acts as an inducement for Physician to limit Medically
         Necessary services.

L:       SUBCONTRACTING. Physician agrees that in the event he/she/it employs
         and/or subcontracts with physicians or other licensed health care
         providers and/or health care professionals to be covered under the
         Agreement, such employee and/or subcontractor of Physician shall be
         subject to all of the terms and conditions of the Agreement including
         but not limited to the following:

         Physician represents and warrants that it is authorized to negotiate
         terms and conditions of provider agreements and further to execute such
         agreements for and on behalf of itself and any employees and
         subcontractors.

         Physician shall provide directly, or through appropriate arrangement
         with physicians and other licensed health care professionals and/or
         providers, medical services for Members. It is understood and agreed
         that said Physician shall maintain written agreements with the
         Physician's physicians, and other licensed health care professionals
         and/or providers of medical cars, where applicable, in a form
         comparable to, and consistent with, the terms and conditions
         established in the


                                        5


<PAGE>   103



         Agreement and this Amendment, and In a form approved by Humana. A
         temple copy of the agreement between Physician and physicians and other
         licensed health care professionals and/or providers In effect at the
         time of the signing of the Agreement, and/or this Amendment, as
         applicable, Is attached as Exhibit A, which hereby is incorporat ' ad
         by reference and made a part of the Agreement and this Amendment. In
         the event of a conflict between the language of the downstream provider
         agreements and the Agreement and/or this Amendment, the language in the
         Agreement and/or this Amendment shall control. Physician agrees to
         notify Humana of any material change(s) to the aforementioned
         agreements at least thirty (30) days prior to implementing such
         change(s), during which period, Humana may object to the change(s).
         Humana's notice of objection shall not preclude Physician's
         implementation of such change(s), but Physician agrees that any such
         change(s) shall not be contrary to, in violation of, or inconsistent
         with the terms of the Agreement and/or this Amendment. In the event
         Humana notifies Physician of its objection, both parties-agree to make
         a good faith effort to resolve such dispute In a timely manner.

         Physician shall have, for the term of this Agreement, agreements with
         licensed providers of medical services that: (I) shall be in writing
         and on contract forms approved by Humana; and (II) shall include terms
         and conditions which comply with all applicable requirements for
         provider agreements under state and federal laws, rules and
         regulations; and (III) shall appoint Humana as the Physician's
         authorized agent for the payment of claims for Covered Services
         rendered to Humana Members submitted by such licensed providers; and
         (IV) shall contain provisions for holding Humana harmless from and
         against any and all disputes between such licensed providers and Humana
         concerning the adjudication and the amount of the payment of the claims
         to the extent Humana relies on Physician's adjudication of such claims
         submitted for Covered Services rendered to Humana Members. In addition,
         from and after the Effective Date hereof, agreements with independent
         contractor physicians of Physician shall contain a provision to extend
         automatically at Humana's election the, terms of such agreements to
         Humana in the event that the Agreement terminates for any reason for
         the lesser of the remaining term of such agreements.or one (1) year.

M:       PHYSICIAN INCENTIVE PLANS. Upon request, Physician agrees to disclose
         to Humana within a reasonable time period not to exceed thirty (30)
         days, or such lesser period of time required for Humana to comply with
         all applicable state and federal laws, rules and regulations, from such
         request, the terms and conditions of any payment arrangement that
         constitutes a physician incentive plan as dafined HCFA and/or any state
         of federal law, between Physician and physicians. Such disclosure shall
         be In the form of a certification, or other form as required by HCFA,
         by Physician and shall identify, at a minimum: (I) whether services not
         furnished by the physician(s)




                                        6


<PAGE>   104



         are included; (II) the type of incentive plan, including the amount,
         identified as a percentage, of any withhold or bonus; (III) the amount
         and type of any stop-loss coverage provided for or required of the
         physicians; and (IV) the physician(s) patient panel size, broken down
         by total physician(s) panel and individual physician panel size, by the
         type of Insurance coverage (i.e. Commercial HMO, Medicare HMO and
         Medicaid HMO).

N:       TERMINATION. Before terminating the Agreement, or any individual health
         care professional providing services to Humana Members under the
         Agreement, Humana shall provide a written explanation to the Physician,
         or the individual health care Professional, as applicable, of the
         reason(s) for termination and shall comply with all relevant
         regulations promulgated by HCFA.

         To the extent the Agreement contains a provision for the termination of
         the Agreement without cause, the parties acknowledge and agree that any
         termination of the Agreement without cause requires at least sixty (60)
         days' prior written notice, or such period of time as set out in the
         Agreement, whichever is longer, to each other.

O:       ADVISORY REVIEW OF TERMINATION. In accordance with HCFA rules,
         regulations and guidelines, individual physicians, as applicable, upon
         written request and before the effective date of termination of such
         individual physician from participation under the Agreement, will be
         entitled to an advisory panel review of such termination. The advisory
         panel will be appointed by Humana. This provision shall not apply in
         cases where there is: (I) imminent harm or the threat of imminent harm
         to a Humana Member's health, safety or welfare; or (II) action taken by
         a state medical, dental or other professional licensing board, or other
         governmental agency that effectively impairs the individual physician's
         ability to practice medicine; or (III) fraud or other malfeasance. The
         decision of the advisory panel must be considered but is not binding
         upon Humana. Humana shall provide the individual physician upon written
         request, a copy of the recommendation of the advisory panel and
         Humana's final determination. Notwithstanding anything to the contrary
         in this Section O, in the event that Florida law, rule or regulation
         contains provisions specifically providing for a substantially similar
         advisory panel review of terminations of individual physicians from
         participation in a health maintenance organization's provider delivery
         network(s), and to the extent such state law, rule or regulation is not
         preempted by and/or is not inconsistent with HCFA rules and
         regulations, such state law, rule or regulation regarding advisory
         panel reviews of individual physician terminations shall control.

P:       DELEGATION OF SERVICES. In the event that Humana delegated certain
         identified administrative activity(s) to Physician under the terms and
         conditions of the




                                        7


<PAGE>   105



         Agreement, Physician acknowledges and agrees that any sub-delegation of
         the noted administrative activity(s) by Physician requires the prior
         written approval of Humana. Physician represents and warrants that the
         terms and conditions of any agreements with employed and/or
         subcontracted physicians and/or other health care providers and/or
         health care professionals of Physician to perform services under the
         Agreement and/or this Amendment contain terms and conditions similar to
         those contained in the Agreement and/or this Amendment. Notwithstanding
         anything to the contrary in the Agreement and/or in this Amendment, and
         in order to ensure Humana's compliance with its contract with HCFA,
         Humana will monitor Physician's performance of any delegated
         administrative activity(s) on an ongoing basis and hereby retains the
         right to modify, suspend or revoke such delegated administrative
         activity(s) in the avant Humana and/or HCFA determines, in their
         discretion, that Physician is not meeting or has failed to most its
         obligations under the Agreement and/or this Amendment, related to such
         delegated administrative activity(s). Physician acknowledges and agrees
         that in event of any conflict between the terms and conditions of
         Physician's subcontracts and those contained in the Agreement and/or
         this Amendment as they relate to any delegation of administrative
         activity(s), the terms and conditions of the Agreement and/or this
         Amendment shall control.

         Except as specifically amended hereby, the terms and conditions of the
         Agreement remain the same.

         The parties have the authority necessary to bind all of the entities
         identified herein and have executed this Amendment to be effective as
         of JANUARY 1, 2000.

Humana                                    Physician


By:_______________________________        By:__________________________________

Print Name:_______________________        Print Name:__________________________

Title:____________________________        Title:_______________________________

Date:_____________________________        Date:________________________________





                                        8


<PAGE>   106


                                    EXHIBIT A

            SAMPLE COPY OF PHYSICIAN DOWNSTREAM PROVIDER AGREEMENT(S)

                                  SEE ATTACHED.