STOCK PURCHASE AGREEMENT


          THIS STOCK  PURCHASE  AGREEMENT,  entered into as of February 21, 1997
(the "Execution Date"), is by and among QPQ CORPORATION,  a Florida  corporation
(the "Buyer"); JACK DRIMMER, M.D., P.A., a Florida professional association (the
"Company");  and, the holders of the Company's capital stock listed on EXHIBIT A
(collectively   referred  to  as  the   "Stockholders"  and  individually  as  a
"Stockholder").

                             PRELIMINARY STATEMENTS
                             ----------------------

          1. The  Stockholders  own of record and beneficially all of the issued
and outstanding capital stock of the Company, consisting of fifty (50) shares of
the  Company's  Common  Stock,  zero ($0.00) par value per share (the shares are
referred to in this Agreement as the "Company Shares").

            2. The  Stockholders  desire  to sell all of the  Company  Shares to
Buyer, and Buyer desires to acquire all of the Company Shares.

          NOW,  THEREFORE,  in order to consummate  the purchase and sale of the
Company Shares and in consideration of the mutual  agreements  contained in this
Agreement, the parties agree as follows:

                                    AGREEMENT
                                    ---------

                                    SECTION 1
                                    ---------
                        SALE OF SHARES AND PURCHASE PRICE
                        ---------------------------------

          1.1 TRANSFER OF COMPANY SHARES. At the Closing, each Stockholder shall
deliver or cause to be delivered to Buyer  certificates  representing all of the
Company  Shares owned by that  Stockholder,  as listed on Exhibit A. Those stock
certificates  shall be duly endorsed in blank for transfer or shall be presented
with stock powers duly executed in blank,  with  signature  guarantees and other
documents  which may be reasonably  required by Buyer to effect a valid transfer
of the Company Shares by the Stockholders,  free and clear of any and all liens,
encumbrances,  charges  or  claims.  Each  Stockholder,  by  execution  of  this
Agreement,  appoints Buyer as his attorney-in-fact to effectuate transfer of the
Company Shares at the Closing (as defined below).

          1.2  PURCHASE  PRICE  AND  PAYMENT.  In  consideration  of the sale by
Stockholders   to  Buyer  of  the  Company   Shares,   in   reliance   upon  the
representations and warranties of the Company and the Stockholders  contained in
this Agreement and made at the Closing,  and subject to the  satisfaction of all





<PAGE>


of the conditions contained in this Agreement,  Buyer agrees that at the Closing
it will deliver to each  Stockholder the amount specified in EXHIBIT A-1 by bank
cashier check or by wire transfer of immediately  available  funds (the "Closing
Funds") plus a promissory  note in  substantially  the same form as specified in
Exhibit A-1. The Closing Funds and promissory  note, when added together,  shall
be collectively, the 'Purchase Price".

          1.3 TIME AND PLACE OF CLOSING.  The closing of the  purchase  and sale
provided for in this Agreement (the  "Closing")  shall be held at the offices of
Buyer at 1000 Lincoln  Avenue,  Suite 204, Miami Beach,  Florida on February 12,
1997 or at another  place or an earlier or later date or time as may be mutually
agreed upon by the parties.

          1.4 FURTHER  ASSURANCES.  The Stockholders from time to time after the
Closing,  at the  request  of Buyer and  without  further  consideration,  shall
execute and deliver further  instruments of transfer and assignment and take all
other action as Buyer may reasonably  require to more  effectively  transfer and
assign to, and vest in,  Buyer the Company  Shares and all rights to the Company
Shares, and to fully implement the provisions of this Agreement.


                                    SECTION 2
                                    ---------

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
                         OF THE COMPANY AND STOCKHOLDERS
                         -------------------------------

          2.1 MAKING OF REPRESENTATIONS AND WARRANTIES. As a material inducement
to  Buyer  to  enter  into  this  Agreement  and  consummate  the   contemplated
transactions,  the Company and each of the  Stockholders  jointly and  severally
make to Buyer the  representations  and warranties  contained in this Section 2;
provided,  however,  that no  Stockholder  shall have any right of  indemnity or
contribution  from the Company with respect to any breach of  representation  or
warranty under this Agreement.

          2.2 ORGANIZATION AND  QUALIFICATIONS OF THE COMPANY.  The Company is a
professional  association duly organized,  validly existing and in good standing
under the laws of Florida  with full  corporate  power and  authority  to own or
lease its properties and to conduct its business in the manner and in the places
where  those  properties  are  owned or  leased or that  business  is  currently
conducted or proposed to be conducted.  The copies of the Company's  Articles of
Incorporation as amended to date, certified by Florida's Secretary of State, and
of the  Company's  by-laws,  as  amended  to date,  certified  by the  Company's
Secretary,  and delivered to Buyer's counsel,  are complete and correct,  and no
amendments  to them are pending.  The Company is not in violation of any term of
its  Articles of  Incorporation  or By-laws.  The Company is not  required to be
licensed or  qualified  to conduct its business or own its property in any other
jurisdiction.





                                        2


<PAGE>



          2.3   CAPITAL STOCK OF THE COMPANY; BENEFICIAL OWNERSHIP.

          (a) The authorized capital stock of the Company consists of fifty (50)
shares of Common  Stock,  zero ($0.00) par value per share,  of which fifty (50)
shares are duly and validly issued,  outstanding,  fully paid and non-assessable
and of  which  zero  (0)  shares  are  authorized  but  unissued.  There  are no
outstanding  options,  warrants,  rights,  commitments,   preemptive  rights  or
agreements  of any kind for the issuance or sale of, or  outstanding  securities
convertible  into,  any  additional  shares of capital stock of any class of the
Company. None of the Company's capital stock has been issued in violation of any
federal or state law.  Except as  described  in  SCHEDULE  2.3(A),  there are no
voting trusts,  voting agreements,  proxies or other agreements,  instruments or
undertakings  with  respect  to the  voting of the  Company  Shares to which the
Company or any of the Stockholders is a party.

          (b)  Stockholder  owns  beneficially  and of record all of the Company
Shares free and clear of any liens, restrictions or encumbrances.

          2.4  AUTHORITY OF THE COMPANY.  The Company has full right,  authority
and  power  to enter  into  this  Agreement  and each  agreement,  document  and
instrument  to be  executed  and  delivered  by the  Company  pursuant  to  this
Agreement  and to  carry  out  the  contemplated  transactions.  The  execution,
delivery  and  performance  by the  Company  of this  Agreement  and each  other
agreement,  document and instrument  have been duly  authorized by all necessary
action of the  Company  and no other  action on the part of the  Company  or the
Stockholders  is  required.  This  Agreement  and each  agreement,  document and
instrument  executed  and  delivered by the Company  pursuant to this  Agreement
constitutes,  or when executed and delivered will constitute,  valid and binding
obligations  of the Company  enforceable  in  accordance  with their terms.  The
execution,  delivery and  performance  by the Company of this Agreement and each
agreement, document and instrument:

          (a) does not and will not violate  any  provision  of the  Articles of
Incorporation or by-laws of the Company;

          (b) does not and will not  violate any laws of the United  States,  or
any state or other jurisdiction applicable to the Company or require the Company
to obtain any  approval,  consent or waiver  of, or make any  filing  with,  any
person or entity (governmental or otherwise) that has not been obtained or made;
and

          (c) does not and will not result in a breach of,  constitute a default
under,  accelerate any obligation  under, or give rise to a right of termination
of any indenture or loan or credit agreement or any other  agreement,  contract,
instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment,
injunction, decree, determination or arbitration award to which the Company is a
party or by which the property of the Company is bound or affected, or result in
the creation or imposition of any mortgage,  pledge,  lien, security interest or
other  charge or  encumbrance  on any of the  Company's  assets  or the  Company
Shares, except as specifically identified on SCHEDULE 2.4(III).


                                        3


<PAGE>




        2.5   REAL AND PERSONAL PROPERTY.
              --------------------------

          (a)  LEASED  REAL  PROPERTY.  All of the real  property  leased by the
Company is  identified  on SCHEDULE  2.5(A)  (referred  to as the  "Leased  Real
Property").

          (b)  PERSONAL  PROPERTY.  A  complete  description  of the  machinery,
furniture,  personalty  and  equipment  of the Company is  contained in SCHEDULE
2.5(B). Except as specifically disclosed in that Schedule or in the Base Balance
Sheet (as defined  below),  the Company has good and marketable  title to all of
its personal  property.  None of the  Company's  personal  property or assets is
subject to any mortgage,  pledge,  lien,  conditional  sale agreement,  security
title,  encumbrance  or other charge  except as  specifically  disclosed in that
Schedule or in the Base  Balance  Sheet.  The Base  Balance  Sheet  reflects all
personal  property of the  Company.  Except as  otherwise  specified in SCHEDULE
2.5(B),  all leasehold  improvements,  furnishings,  machinery,  personalty  and
equipment  of the Company are in good  repair,  have been well  maintained,  and
substantially comply with all applicable laws,  ordinances and regulations,  and
those  furnishings,  personalty,  machinery  and  equipment  are in good working
order.  Neither the Company nor any of the Stockholders  knows of any pending or
threatened  change of any law,  ordinance or  regulation  which could  adversely
affect the Company, or any of its businesses.

      2.6 FINANCIAL STATEMENTS. The Company has delivered to Buyer Form 1120 for
the years ended  9/30/96 and  9/30/95  which are  prepared on the cash method of
accounting  and copies of which are attached as SCHEDULE 2.6 . These tax returns
are  complete and correct in all  material  respects  and present  fairly in all
material  respects the financial  condition of the Company at the dates of those
statements and the results of its operations for the periods covered thereby. As
of the  date of the last tax  return,  the  Company  had no  liabilities  (which
liabilities,  when taken individually or in the aggregate, were material) of any
nature,  whether  accrued,  absolute,   contingent  or  otherwise,  asserted  or
unasserted,  known or unknown  (including  without  limitation,  liabilities  as
guarantor or otherwise with respect to obligations  of others,  liabilities  for
taxes  due or  then  accrued  or to  become  due,  or  contingent  or  potential
liabilities relating to activities of the Company or the conduct of its business
prior to September 30, 1996.

        As of the Execution Date and as of the date of the Closing,  the Company
has not had and will not have any  liabilities of any nature,  whether  accrued,
absolute,  contingent or  otherwise,  asserted or  unasserted,  known or unknown
(including  without  limitation,  liabilities  as guarantor  or  otherwise  with
respect to obligations of others,  or liabilities  for taxes due or then accrued
or to become due or contingent or potential  liabilities  relating to activities
of the Company or the conduct of its  business  prior to  Execution  Date or the
date of the Closing,  as the case may be,  regardless of whether claims had been
asserted as of those  dates),  except  liabilities:  (i)  reflected in Schedules
furnished to Buyer under this Agreement on the Execution Date; or, (ii) incurred
after the date of the last tax return in the ordinary  course of business of the
Company consistent with the terms of this Agreement.


                                      4


<PAGE>




      2.7 TAXES.

      (a) The Company has paid or caused to be paid all federal,  state,  local,
foreign, and other taxes, including without limitation,  income taxes, estimated
taxes,  alternative  minimum  taxes,  excise  taxes,  sales  taxes,  use  taxes,
value-added taxes, gross receipts taxes,  franchise taxes,  capital stock taxes,
employment and payroll-related  taxes,  withholding taxes, stamp taxes, transfer
taxes, windfall profit taxes, environmental taxes and property taxes, whether or
not measured in whole or in part by net income,  and all deficiencies,  or other
addition  to tax,  interest,  fines  and  penalties  owed  by it  (collectively,
"Taxes"), required to be paid by it through the Execution Date, whether disputed
or not.

      (b) The Company has, in accordance  with applicable law filed all federal,
state,  local and  foreign  tax  returns  required to be filed by it through the
Execution  Date,  and all these  returns  correctly and  accurately  contain the
amount of any Taxes  relating to the applicable  period.  A list of all federal,
state,  local and foreign  income tax returns  filed with respect to the Company
for taxable periods ended on or after September 30, 1994 is provided in Schedule
2.7(B),  and that  Schedule  indicates  those  returns that have been audited or
currently  are the subject of an audit.  For each taxable  period of the Company
ended on or after  September 30, 1994 the Company has delivered to Buyer correct
and complete copies of all federal, state, local and foreign income tax returns,
examination reports and statements of deficiencies assessed against or agreed to
by the Company.

      (c)  Neither  the  Internal  Revenue  Service  nor any other  governmental
authority  is  now  asserting  or,  to  the  knowledge  of  the  Company  or any
Stockholder,  threatening  to assert against the Company any deficiency or claim
for  additional  Taxes.  No  claim  has  ever  been  made by an  authority  in a
jurisdiction  where the  Company  does not file  reports  and  returns  that the
Company is or may be  subject to  taxation  by that  jurisdiction.  There are no
security  interests on any of the assets of the Company that arose in connection
with any failure (or  alleged  failure) to pay any Taxes.  The Company has never
entered  into a closing  agreement  pursuant  to  Section  7121 of the  Internal
Revenue Code of 1986, as amended (the "Code").

      (d) Except as described in SCHEDULE  2.7(D),  there has not been any audit
of any tax return filed by the Company, no audit is in progress, and the Company
has not been notified by any tax  authority  that any audit is  contemplated  or
pending.  Except as described in Schedule 2.7(D):  (I) no extension of time with
respect to any date on which a tax  return was or is to be filed by the  Company
is in force;  (ii) no waiver or  agreement  by the  Company  is in force for the
extension  of time for the  assessment  or payment of any Taxes;  and,  (iii) no
agreement with any taxing  authority is in force for an extension of the statute
of limitations for an audit.

      (e) The Company has never been (or has never had any  liability for unpaid
Taxes  because it once was) a member of an  "affiliated  group"  (as  defined in



                                      5


<PAGE>


Section  1504(a) of the Code).  Except as  described  in  Schedule  2.7(E),  the
Company has never filed,  and has never been  required to file, a  consolidated,
combined or unitary tax return with any other  entity.  Except as  described  in
SCHEDULE  2.7(E),  the  Company  does not own and has  never  owned a direct  or
indirect interest in any trust, partnership, corporation or other entity. Except
as described in SCHEDULE  2.7(E),  the Company is not a party to any tax sharing
agreement.

      (f) For purposes of this Agreement, all references to Sections of the Code
shall  include any  predecessor  provisions  to those  Sections  and any similar
provisions of federal, state, local or foreign law.

      2.8 COLLECTABILITY OF ACCOUNTS RECEIVABLE.  All of the accounts receivable
of the Company  less than 90 days old existing at the  Execution  Date (less the
reserve for bad debts set forth on the Base Balance Sheet) are or will be at the
Closing valid and enforceable claims, fully collectible and subject to no setoff
or counterclaim,  subject to historic discounts and reductions.  The Company has
no accounts or loans  receivable from any person,  firm or corporation  which is
affiliated  with the  Company or from any  director,  officer or employee of the
Company,  except as  disclosed  on  SCHEDULE  2.8,  and all  accounts  and loans
receivable  from any of these persons,  firms or  corporations  shall be paid in
cash prior to the Closing.

      2.9 ABSENCE OF CERTAIN CHANGES. Except as disclosed in SCHEDULE 2.9, since
the date September 30, 1996 there has not been:

      (a)  Any  change  in  the   financial   condition,   properties,   assets,
liabilities, business or operations of the Company, which change by itself or in
conjunction  with all other  changes,  whether or not  arising  in the  ordinary
course of business, has been materially adverse with respect to the Company;

      (b) Any  contingent  liability  incurred  by the Company as  guarantor  or
otherwise with respect to the  obligations of others or any  cancellation of any
material debt or claim owing to, or waiver of any material right of the Company;

      (c) Any mortgage,  encumbrance  or lien placed on any of the properties of
the Company which  remains in existence on the Execution  Date or will remain on
the Closing Date;

      (d) Any obligation or liability of any nature, whether accrued,  absolute,
contingent or otherwise,  asserted or  unasserted,  known or unknown  (including
without  limitation  liabilities for Taxes due or to become due or contingent or
potential  liabilities  relating  to  services  provided  by the  Company or the
conduct of the business of the Company since  September  30, 1996  regardless of
whether claims have been asserted), incurred by the Company;

      (e)  Other  than in the  ordinary  course,  any  purchase,  sale or  other
disposition,  or any agreement or other  arrangement  for the purchase,  sale or
other  disposition,  of any of the  properties  or assets of the  Company or the
Company's business;


                                        6


<PAGE>




      (f) Any damage,  destruction or loss, whether or not covered by insurance,
materially  and adversely  affecting the  properties,  assets or business of the
Company;

      (g) Any  declaration,  setting  aside or  payment of any  dividend  by the
Company, or the making of any other distribution in respect of the capital stock
of the  Company,  or any  direct  or  indirect  redemption,  purchase  or  other
acquisition by the Company of its own capital stock;

      (h) Any labor  trouble or claim of unfair labor  practices  involving  the
Company;  any change in the  compensation  payable  or to become  payable by the
Company to any of its officers,  employees,  agents or  independent  contractors
other than normal merit increases in accordance with its usual practices; or any
bonus payment or  arrangement  made to or with any of its  officers,  employees,
agents or independent contractors;

      (i)  Any change with respect to the officers or management of the Company;

      (j) Any  payment or  discharge  of a  material  lien or  liability  of the
Company  which  was not  shown on the or  incurred  in the  ordinary  course  of
business thereafter;

      (k) Any  obligation  or  liability  incurred  by the Company to any of its
officers, directors, stockholders or employees, or any loans or advances made by
the Company to any of its officers, directors, stockholders or employees, except
normal compensation and expense allowances payable to officers or employees;

      (l) Any change in  accounting  methods or practices,  credit  practices or
collection policies used by the Company;

      (m)  Any  other  transaction  entered  into  by  the  Company  other  than
transactions in the ordinary course of business; or

      (n) Any agreement or  understanding  whether in writing or otherwise,  for
the Company to take any of the actions  specified in paragraphs  (a) through (m)
above.

      2.10  ORDINARY  COURSE.  Since  the date of the Base  Balance  Sheet,  the
Company has conducted its business only in the ordinary course and  consistently
with its prior practices.

      2.11 BANKING RELATIONS. All of the arrangements which the Company has with
any banking  institution  are completely  and  accurately  described in SCHEDULE
2.11,  indicating  with  respect  to  each of  these  arrangements  the  type of
arrangement  maintained (e.g., checking account,  borrowing  arrangements,  safe
deposit box, etc.) and the person or persons authorized.

      2.12   INTELLECTUAL PROPERTY.




                                        7


<PAGE>


      (a) Except as described  in SCHEDULE  2.12(A),  the Company has  exclusive
ownership of, or exclusive license to use, all patent, copyright,  trade secret,
trademark, or other proprietary rights (collectively,  "Intellectual  Property")
used or to be used in the  business of the  Company as  presently  conducted  or
contemplated.  All of the rights of the Company in the Intellectual Property are
freely  transferable.  There  are no  claims  or  demands  of any  other  person
pertaining to any. of the  Intellectual  Property and no  proceedings  have been
instituted,  or are pending or  threatened,  which  challenge  the rights of the
Company. The Company has the right to use, free and clear of claims or rights of
other persons, all patient lists,  processes,  computer software,  systems, data
compilations, research results and other information required for or incident to
its services or its business as presently conducted or contemplated.

      (b) All patents, patent applications,  trademarks,  trademark applications
and  registrations  and registered  copyrights which are owned by or licensed to
the  Company or used or to be used by the Company in its  business as  presently
conducted or  contemplated,  and all other items of Intellectual  Property which
are  material  to the  business  or  operations  of the  Company,  are listed in
SCHEDULE 2.12(B).

      (c) All  licenses or other  agreements  under which the Company is granted
rights in  Intellectual  Property  are  listed in  SCHEDULE  2.12(C).  All these
licenses or other agreements are in full force and effect,  there is no material
default by any party to those licenses or agreements,  and,  except as described
in SCHEDULE  2.12(C),  all of the rights of the Company under those licenses and
agreements  are freely  assignable.  To the knowledge of Company,  the licensors
under these licenses and other  agreements  have and had all requisite power and
authority  to grant the  rights  purported  to be  conferred  thereby.  True and
complete copies of all these licenses or other agreements, and any amendments to
them, have been provided to Buyer.

      (d) All licenses or other  agreements  under which the Company has granted
rights to others in  Intellectual  Property owned or licensed by the Company are
listed in SCHEDULE  2.12(D).  All of these  licenses or other  agreements are in
full force and effect,  there is no material  default by any party to them, and,
except as  described  on SCHEDULE  2.12(D),  all of the rights of Company  under
those licenses and agreements are freely assignable. True and complete copies of
all licenses or other agreements, and any amendments to them, have been provided
to Buyer.

      (e) The Company  has taken all steps  required  in  accordance  with sound
business  practice to establish and preserve its  ownership of all  Intellectual
Property rights with respect to its services and technology.

      (f) The present and contemplated business,  activities and products of the
Company do not  infringe  any  Intellectual  Property  of any other  person.  No
proceeding  charging  the  Company  with  infringement  of  any  adversely  held
Intellectual  Property has been filed or is threatened to be filed.  The Company
is not making unauthorized use of any confidential  information or trade secrets
of any person, including without limitation,  any former employer of any past or



                                      8


<PAGE>


present employee of Company.  Except as described in SCHEDULE  2.12(F),  neither
the Company nor, to the  knowledge of the Company and the  Stockholders,  any of
their employees have any agreements or arrangements  with any persons other than
the  Company  related  to  confidential  information  or trade  secrets of those
persons or restricting any employee's  ability to engage in business  activities
of any nature.

      2.13 CONTRACTS. Except for contracts,  commitments,  plans, agreements and
licenses described in Schedule 2.13 (true and complete copies of which have been
delivered  to  Buyer),  neither  the  Company,  all of the  physicians,  nurses,
technicians  and allied  health  care  professionals  employed or engaged by the
Company (those  individuals shall be collectively,  the "Health Care Providers")
nor any Stockholder is a party to or subject to:

      (a) any plan or contract providing for bonuses,  pensions,  options, stock
purchases,   deferred   compensation,   retirement  payments,   profit  sharing,
collective  bargaining or the like, or any contract or agreement  with any labor
union;

      (b) any  employment  contract or contract for services  which requires the
payment of more than One Thousand Dollars  ($1,000.00)  annually or which is not
terminable  within  thirty (30) days by the Company  without  liability  for any
penalty or severance payment;

      (c) any contract or agreement for the purchase of any service,  commodity,
material or equipment, except as otherwise disclosed in another schedule to this
Agreement;

      (d) any other  contracts or  agreements  creating any  obligations  of the
Company not specifically disclosed elsewhere under this Agreement;

      (e) any contract or agreement  which by its terms does not terminate or is
not terminable  without penalty by the Company or its successors within one year
after the Execution Date;

      (f) any contract containing  covenants limiting the freedom of the Company
to compete in any line of business or with any person or entity;

      (g) any contract or agreement  for the purchase of any fixed asset whether
or not that purchase is in the ordinary course of business;

      (h) any license agreement (as licensor or licensee);

      (i) any indenture,  mortgage, promissory note, loan agreement, guaranty or
other  agreement or  commitment  for the  borrowing  of money which  directly or
indirectly may affect the Company;

      (j) any contract or  agreement  with any  officer,  employee,  director or
stockholder of the Company or with any persons or organizations controlled by or
affiliated with any of them; or


                                        9


<PAGE>




      (k)  any  contracts,  agreements  and  understandings  (collectively,  the
"Provider  Agreements")  with any  party  regarding  the  provision  of  medical
services to patients, including without limitation, any Provider Agreements with
HMOs, PPOS,  third party payors,  IPAS,  PHOS,  MSOS,  employers,  labor unions,
hospitals,  clinics,  ambulatory  surgery centers,  Medicare  intermediaries and
Medicaid intermediaries.

      The Company is not in default  under any  contracts,  commitments,  plans,
agreements  or licenses  described  in that  Schedule  nor has any  knowledge of
conditions  or facts  which  with  notice or  passage  of time,  or both,  would
constitute a default.

      2.14  LITIGATION, INVESTIGATIONS, ORDERS AND DECREES . Except as listed on
Schedule  2.14  or  SCHEDULE  2.15,  there  are  no  actions,   suits,   claims,
governmental  investigations or arbitration  proceedings pending or, to the best
of the Company's  knowledge,  threatened  against or affecting the Stockholders,
the Company's  employed or engaged  physicians,  nurses,  technicians and allied
health  care   professional   (individually,   a  "Health  Care   Provider"  and
collectively,  the  "Health  Care  Providers")  , the  Company or the  business,
assets, prospects or financial condition of the Company or the Stockholders that
may have an adverse  effect on the  Company,  the Health Care  Providers  or the
Stockholders  or any of the Company's  assets,  and to the best of the Company's
knowledge,  there are no facts or circumstances  which are reasonably  likely to
create a basis for any of the  foregoing.  Except as  listed on  Schedule  2.14,
there are no outstanding  orders,  decrees or stipulations  issued by any local,
state or federal  judicial  authority in any  proceeding to which the Company or
any of the Health Care Providers or the  Stockholders  are or were a party which
may have an adverse effect on any of them. Except as set forth on SCHEDULE 2.14,
neither the Company nor any of its  Affiliates  (as defined in Section 2.22) has
any claims against any of the Health Care Providers or the Stockholders and none
of the Health Care  Providers or the  Stockholders  have any claims  against the
Company  or any of its  Affiliates,  and to the  best of the  Company's  and the
Stockholders'  knowledge,   there  are  no  facts  or  circumstances  which  are
reasonably likely to create a basis for any of the foregoing.

      2.15 MEDICAL MALPRACTICE.  Except as set forth on SCHEDULE 2.15, there are
no pending,  and to the best of the Company's knowledge and belief, there are no
threatened  litigation,  arbitration,  claim or governmental,  administrative or
other  proceedings  (formal or informal),  including,  without  limitation,  any
malpractice claims, Health Care Financing Administration, Agency for Health Care
Administration,  Office  of the  Inspector  General,  Department  of  Insurance,
Department  of  Professional  Regulation  or Board of  Medicine  investigations,
suits,  notices  of intent to  institute,  arbitration  or  proceedings,  either
administrative  or judicial,  involving the Company,  the Stockholders or any of
the Health Care Providers.

      2.16  INSURANCE.  The  physical  properties  and assets of the Company are
insured to the extent  disclosed in SCHEDULE 2.16  (including  all  professional
liability  insurance policies) and all those insurance policies and arrangements
are disclosed in that Schedule. Those insurance policies and arrangements are in


                                      10


<PAGE>


full  force  and  effect,  all  premiums  with  respect  to those  policies  and
arrangements  are  currently  paid,  and the  Company  is in  compliance  in all
material respects with their terms. That insurance is adequate and customary for
the business  engaged in by the Company and is sufficient  for compliance by the
Company with all  requirements of law and all agreements and leases to which the
Company is a party.

      2.17 EQUITY INVESTMENTS. Except as set forth on SCHEDULE 2.17, neither the
Company nor any of the Stockholders  own,  directly or indirectly,  of record or
beneficially,  either directly or indirectly,  any capital stock,  other equity,
ownership or proprietary interest in any corporation,  partnership, association,
trust,  joint  venture or other entity  engaged in any  business  related to the
health care industry.

      2.18  POWERS OF ATTORNEY.  Neither the Company nor any Stockholder has any
outstanding power of attorney.

      2.19 FINDER'S FEE.  Except as provided in Schedule  2.19,  the Company has
not  incurred or become  liable for any  broker's  commission  or  finder's  fee
relating  to or  in  connection  with  the  transactions  contemplated  by  this
Agreement.

      2.20  LICENSES;   PERMITS;   COMPLIANCE.  The  Company  and  each  of  the
Stockholders  and Health Care Providers  possess all licenses and other required
governmental or official  approvals,  permits,  consents and  authorizations (as
listed on SCHEDULE  2.20  attached to this  Agreement),  the failure of which to
possess would,  individually or in the aggregate, have a material adverse effect
on the  business,  financial  condition,  operations,  prospects  or  results of
operations  of the  Company.  The  Company,  the Health Care  Providers  and the
Stockholders   are  in  compliance  with:  (i)  the  terms  of  all  contractual
obligations  which  directly or  indirectly  affect the Company;  (ii) all laws,
ordinances,  statutes and regulations where  noncompliance could have an adverse
effect on the Company or its  businesses,  prospects or assets;  and,  (iii) all
judgments,  orders,  rulings or other  decisions  of any  governmental  or other
regulatory   authority,   court  or  arbitrator  having  jurisdiction  over  the
Stockholders or the Company. The Company has furnished to Buyer true and correct
copies of all correspondence  from all governmental  authorities  asserting that
the Company,  the Health Care Providers or the  Stockholders are not, was not or
may not have been in compliance with all applicable  laws,  rules,  regulations,
judgments, orders or decrees.

      2.21 CORPORATE RECORDS; COPIES OF DOCUMENTS. The corporate record books of
the Company accurately record all corporate action taken by the stockholders and
board of directors and  committees.  The copies of the corporate  records of the
Company,  as made available to Buyer for review, are true and complete copies of
the originals of those documents.  The Company has made available for inspection
and copying by Buyer and its counsel  true and correct  copies of all  documents
referred to in this Section or in the Schedules  delivered to Buyer  pursuant to
this Agreement.

      2.22 TRANSACTIONS WITH INTERESTED PERSONS. Except as disclosed on SCHEDULE
2.22,  neither  the  Company  nor  any  of its  "Affiliates"  (such  term  shall



                                       11


<PAGE>


hereinafter  have the meaning set forth in Rule 405 promulgated by the SEC under
the Securities  Act of 1933, as amended),  nor the  Stockholders  nor any of the
Stockholders,  Affiliates  have any  direct or  indirect  material  interest  or
familial or business  relationship in any of the Stockholders,  or the Company's
customers,  patients,  suppliers,  vendors,  payors  or  landlords.  All  of the
Company's  rights  with  respect to the Assets are based upon and  derived  from
arm's length  transactions  unrelated to any of their  Affiliates and all of the
Assumed  Obligations  do not  exceed  the fair  market  value  of the  products,
services  or rights  being  received  in  exchange  toy the  discharge  of those
obligations.

      2.23   EMPLOYEE BENEFIT PROGRAMS.

      (a) SCHEDULE 2.23 to this  Agreement  sets forth a list of every  Employee
Program (as defined  below)  that has been  maintained  (as that term is further
defined below) by the Company since its inception.

      Each Employee  Program which has been  maintained by the Company and which
has at any time been intended to qualify  under  Section  401(a) or 501(c)(9) of
the Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  has received a
favorable   determination   or  approval  letter  from  the  IRS  regarding  its
qualification  under that  section and has, in fact,  been  qualified  under the
applicable  section of the Code from the effective date of that Employee Program
through and  including  the Closing  (or, if earlier,  the date that all of such
Employee Program B assets were  distributed).  No event or omission has occurred
which  would  cause any  Employee  Program to lose its  Qualification  under the
applicable Code section.

      There  has not been any  failure  of any  party  to  comply  with any laws
applicable  with respect to the Employee  Programs that have been  maintained by
the Company.  With respect to any Employee Program now or heretofore  maintained
by the Company,  there has occurred no "prohibited  transaction,"  as defined in
Section 406 of the Employee  Retirement  Income Security Act of 1974, as amended
("ERISA"),  or Section  4975 of the Code,  or breach of any duty under  ERISA or
other   applicable  law  (including,   without   limitation,   any  health  care
continuation  requirements or any other tax law  requirements,  or conditions to
favorable tax treatment,  applicable to such plan), which could result, directly
or  indirectly   (including   without   limitation  through  any  obligation  of
indemnification or contribution),  in any taxes, penalties or other liability to
the Company or any Affiliate (as defined below). No litigation,  arbitration, or
governmental  administrative  proceeding (or  investigation) or other proceeding
(other than those relating to routine claims for benefits) is pending or, to the
best knowledge of the Company and the  Stockholders,  threatened with respect to
any Employee Program.

      The Company has not incurred any  liability  under Title IV of ERISA which
has not be paid in full  prior to the  Closing.  There has been no  "accumulated
funding deficiency" (whether or not waived) with respect to any Employee Program
ever  maintained by the Company and subject to Code Section 412 or ERISA Section
302. With respect to any Employee Program  maintained by the Company and subject
to Title IV of  ERISA,  there  has been no (nor  will be any as a result  of the


                                       12


<PAGE>


transaction  contemplated by this Agreement) (i) "reportable  event," within the
meaning of ERISA Section 4043, or the  regulations  thereunder (for which notice
the notice  requirement is not waived under 29 C.F.R. Part 2615); or, (ii) event
or condition  which  presents a material risk of plan  termination  or any other
event that may cause the Company to incur  liability  or have a lien  imposed on
its assets under Title IV of ERISA. All payments and/or  contributions  required
to have been made (under the  provisions of any  agreements  or other  governing
documents  or  applicable  law)  with  respect  to all  Employee  Programs  ever
maintained  by the Company,  for all periods  prior to the Closing,  either have
been made or have been accrued.  No Employee  Program  maintained by the Company
and  subject  to Title IV of ERISA  (other  than a  Multiemployer  Plan) has any
"unfunded benefit  liabilities" within the meaning of ERISA Section 4001(a)(18),
as of the Closing  Date.  The Company has not ever  maintained  a  Multiemployer
Plan.  None of the Employee  Programs  ever  maintained  by the Company has ever
provided  health care or any other  non-pension  benefits to any employees after
their employment was terminated  (other than as required by part 6 of subtitle B
of title I of ERISA) or has ever  promised  to  provide  those  post-termination
benefits.

      The Company and each  Employee  Program  that is a welfare plan subject to
Part 6 of Title I of ERISA and Code Section 4980B, as applicable,  have complied
in all material respects with their respective  requirements of such statutes in
each and every case. There is no provision in any of Company's Employee Programs
or in any other  agreement  that would  preclude  the Company  from  amending or
terminating any of its Employee Programs.

      With respect to each Employee Program maintained by the Company within the
past five years,  complete and correct  copies of the  following  documents  (if
applicable to that Employee  Program) have  previously  been delivered to Buyer:
(i) all documents embodying or governing that Employee Program,  and any funding
medium  for  the  Employee  Program  (including,   without   limitation,   trust
agreements)  as they may have been  amended  to the date  hereof;  (ii) the most
recent IRS  determination  or  approval  letter  with  respect to such  Employee
Program  under  Code  Section  401  or  501(c)(9),   and  any  applications  for
determination or approval  subsequently filed with the IRS; (iii) the three most
recently filed IRS Forms 5500,  with all applicable  schedules and  accountants'
opinions attached  thereto;  (iv) the summary plan description for such Employee
Program (or other  descriptions of such Employee  Program provided to employees)
and all modifications thereto; (v) any insurance policy (including any fiduciary
liability insurance policy) related to such Employee Program; (vi) any documents
evidencing  any loan to an Employee  Program that is a leveraged  employee stock
ownership  plan;  and  (vii)  with  respect  to  any  Multiemployer   Plan,  any
participation or adoption agreement  relating to the Company's  participation in
or contributions under such plan.

      Each  Employee  Program  maintained  by the Company as of the date of this
Agreement  is subject to  termination  by the Board of  Directors of the Company
without any further  liability or  obligation on the part of the Company to make
further  contributions  to any trust  maintained under any such Employee Program
following such termination.



                                      13


<PAGE>



      For purposes of this SECTION 2.23:

                  (i) "Employee  Program"  means (A) all employee  benefit plans
within  the  meaning of ERISA  Section  3(3),  including,  but not  limited  to,
multiple  employer  welfare  arrangements  (within the meaning of ERISA  Section
3(40)),  plans to which  more than one  unaffiliated  employer  contributes  and
employee  benefit plans (such as foreign or excess  benefit plans) which are not
subject to ERISA;  and (B) all stock  option  plans,  bonus or  incentive  award
plans, severance pay policies or agreements,  deferred compensation  agreements,
supplemental income arrangements, vacation plans, and all other employee benefit
plans,  agreements,  and arrangements not described in (A) above. In the case of
an Employee  Program  funded through an  organization  described in Code Section
501(c)(9),  each reference to such Employee Program shall include a reference to
such organization;

                  (ii) an entity  "maintains" an Employee Program if such entity
sponsors,  contributes  to, or provides  (or has  promised to provide)  benefits
under such  Employee  Program,  or has any  obligation  (by  agreement  or under
applicable  law) to  contribute  to or  provide  benefits  under  such  Employee
Program,  or if such Employee Program  provides  benefits to or otherwise covers
employees of such entity (or their spouses, dependents, or beneficiaries);

                  (iii) An entity is an  "Affiliate" of the Company for purposes
of this  Section 2.23 if it would have ever been  considered  a single  employer
with the Company  under ERISA  Section  4001(b) or part of the same  "controlled
group" as the Company for purposes of ERISA Section 302(d)(8)(C); and,

                  (iv)  "Multiemployer  Plan" means a (pension  or  non-pension)
employee  benefit plan to which more than one employer  contributes and which is
maintained pursuant to one or more collective bargaining agreements.

      2.24 ENVIRONMENTAL MATTERS. Except as provided in SCHEDULE 2.24 and except
for  biohazardous  materials  which have been disposed of in compliance with all
applicable laws and regulations, neither the Company nor any of the Stockholders
has ever generated,  transported, used, stored, treated, disposed of, or managed
any  Hazardous  Waste (as defined  below);  and (i) no  Hazardous  Material  (as
defined  below)  has ever been or is  threatened  to be  spilled,  released,  or
disposed of at any site presently or formerly owned,  operated,  leased, or used
by the  Company  or the  Stockholders,  or has come to be located in the soil or
groundwater  at any  such  site;  (ii)  no  Hazardous  Material  has  ever  been
transported from any site presently or formerly owned, operated, leased, or used
by the  Company or the  Stockholders  for  treatment,  storage,  or  disposal at
any-other place; (iii) neither the Company nor any of the Stockholders presently
owns,  operates,  leases, or uses, nor has either of them ever owned,  operated,
leased, or used any site on which underground storage tanks are or were located;
and,  (iv) no lien  ever has been  imposed  by any  governmental  agency  or any
property, facility,  machinery, or equipment owned, operated, leased, or used by
the  Company  or the  Stockholders  in,  connection  with  the  presence  of any
Hazardous Material.


                                       14


<PAGE>




      Neither the Company nor any of the  Stockholders  has any liability under,
nor has the Company or any of the  Stockholders  ever  violated in any  material
respect,  any Environmental Law (as defined below); and: (i) the Company and the
Stockholders and any property owned,  operated,  leased,  or used by the Company
and any facilities and operations on that property,  are presently in compliance
in all respects with all applicable Environmental Laws; (ii) neither the Company
nor any of the  Stockholders  has  ever  entered  into or  been  subject  to any
judgment,  consent,  decree,  compliance  order,  or  administrative  order with
respect to any environmental or health and safety matter or received any request
for information,  notice,  demand letter,  administrative  inquiry, or formal or
informal  compliant  or claim with  respect to any  environmental  or health and
safety  matter or the  enforcement  of any  Environmental  Law;  and,  (iii) the
Company has no reason to believe that any of the items enumerated in clause (ii)
of this paragraph will be forthcoming.

      No site  owned,  operated,  leased,  or used by the Company  contains  any
asbestos or asbestos-containing  material, any polychlorinated  biphenyls (PCBS)
or equipment containing PCBS, or any urea formaldehyde foam insulation.

      The  Company and the  Stockholders  have  provided to Buyer  copies of all
documents, records, and information available to the Company or the Stockholders
concerning any  environmental or health or safety matter relevant to the Company
or the Stockholders,  whether generated by others or by the Company,  including,
without limitation,  environmental audits, environmental risk assessments,  site
assessments,  documentation  regarding off-site disposal of Hazardous Materials,
spill  control  is  plans,  and  reports,  correspondence,   permits,  licenses,
approvals, consents, and other authorizations related to environmental or health
or safety matters issued by any governmental agency.

      For purposes of this Section 2.24:  (i) "Hazardous  Material,,  shall mean
and include any hazardous material, hazardous substance, petroleum product, oil,
toxic substance,  pollutant,  or contaminant,  as defined or regulated under any
Environmental  Law,  or any  other  substance  which  may pose a  threat  to the
environmental  or to human  health  or  safety,  including  without  limitation,
bio-hazardous  materials;  (ii)  "Hazardous  Waste"  shall mean and  include any
hazardous  waste as defined or  regulated  under any  Environmental  Law;  (iii)
"Environmental  Law" shall mean any  environmental or health and  safety-related
law, regulation,  rule, ordinance, or by-law at the foreign,  federal, state, or
local  level,  whether  existing  as of the date of this  Agreement,  previously
enforced,  or subsequently  enacted; and (iv) the Company shall mean and include
the  Company,  its  respective  predecessors  and all other  entities  for whose
conduct the Company is or may be held responsible under any Environmental Law.

      2.25 LIST OF DIRECTORS  AND  OFFICERS.  SCHEDULE  2.25 contains a true and
complete list of all current directors and officers of the Company. in addition,
SCHEDULE 2.25 contains a list of all managers,  employees and consultants of the
Company  who,   individually,   have   received  or  are  scheduled  to  receive
compensation  from the Company for the period ending  December 31, 1996. In each
case that  Schedule  shall  include the current job title and  aggregate  annual
compensation of each individual.

                                       15


<PAGE>




     2.26 DISCLOSURE;  ACCURACY OF DOCUMENTS AND EXHIBITS. The representations,
warranties and statements  contained in this Agreement and in the  certificates,
exhibits and schedules  delivered by the Company  pursuant to this  Agreement to
Buyer do not contain any untrue  statement of a material  fact,  and, when taken
together,  do not omit to state a material fact required to be stated therein or
necessary in order to make those  representations,  warranties or statements not
misleading in light of the  circumstances  under which they were made. There are
no facts known to the Company or any  Stockholder  which presently or may in the
future have a material  adverse affect on the business,  properties,  prospects,
operations  or  condition  of the  Company  which  have  not  been  specifically
disclosed in this  Agreement  or in a Schedule  furnished  with this  Agreement,
other than general economic conditions affecting the health care industry.

      All contracts,  instruments,  agreements and other documents  delivered by
the  Company  and the  Stockholders  to Buyer or its agents  for  Buyer's or its
agents,   review  in  connection  with  this  Agreement  and  the   contemplated
transactions,  including articles of incorporation,  by-laws, corporate minutes,
stock record books and tax returns, are true, correct and complete copies of all
those contracts,  instruments,  agreements and other documents. All Exhibits and
Schedules to this Agreement are true, correct and complete as of the Closing.

      2.27 NON-FOREIGN  STATUS. The Company is not a "foreign person" within the
meaning of Section 1445 of the Code and Treasury Regulations Section 1.1445-2.

      2.28 EMPLOYEES;  LABOR MATTERS;  REGULATORY COMPLIANCE The Company employs
the  Stockholder  and a total of twelve  (12)  full-time  employees  and one (1)
part-time employee  and-generally enjoys good  employer-employee  relationships.
The Company is not delinquent in payments to any of its employees for any wages,
salaries,  commissions,  bonuses or other direct  compensation  for any services
performed for it through the Execution Date or amounts required to be reimbursed
to  those  employees.  Upon  termination  of the  employment  of  any  of  those
employees,  neither the  Company,  nor Buyer will by reason of the  transactions
contemplated  under this  Agreement  or  anything  done prior to the  Closing be
liable to any of those  employees  for  so-called  "severance  pay" or any other
payments,  except as  described  in  SCHEDULE  2.28.  The Company has no policy,
practice,  plan or  program  of paying  severance  pay or any form of  severance
compensation  in  connection  with the  termination  of  employment,  except  as
described in that  Schedule.  The Company is in compliance  with all  applicable
laws and regulations including, without limitation, labor laws, employment laws,
fair employment practice laws, occupational health and safety laws, disabilities
laws,  sexual  harassment  laws,  work place safety and health  laws,  terms and
conditions of employment and wage and hours laws and  environmental  laws. There
are no charges of employment  discrimination or unfair labor practices,  nor are
there  any  strikes,  slowdowns,  stoppages  of  work,  or any  other  concerted
interference  with normal  operations which are existing,  pending or threatened
against or involving the Company.  No question  concerning labor  representation
exists  respecting  any  employees  of the  Company.  There  are no  grievances,
complaints or charges that have been filed against the Company under any dispute
resolution procedure  (including,  but not limited to, any proceedings under any



                                      16


<PAGE>


dispute  resolution  procedure under any collective  bargaining  agreement) that
might have an adverse effect on the Company or the conduct of its business,  and
there is no arbitration or similar  proceeding pending and no claim therefor has
been asserted.  No collective  bargaining agreement is in effect or is currently
being or is about to be negotiated by the Company.  The Company has not received
any information  indicating that any of its employment  policies or practices is
currently  being  audited  or  investigated  by  any  federal,  state  or  local
government  agency.  The Company is, and at all times since November 6, 1986 has
been, in compliance with the requirements of the Immigration  Reform Control Act
of 1986.

      2.29 PROVIDER AGREEMENTS; SUPPLIERS; CHANGES. SCHEDULE 2.29 sets forth any
third party payor arrangement or agreement or Provider  Agreement which accounts
for more than one percent (1%) of the  collections of the Company for the twelve
months ended September 30, 1996. The  relationships of the Company with its TPAs
are good  commercial  working  relationships.  None of the  TPAs has  cancelled,
materially modified,  or otherwise terminated its relationship with the Company,
or has  during  the  last  twelve  months  decreased  materially  its use of the
services of the Company,  nor to the knowledge of Company,  do any TPAs have any
plan or  intention  to do any of the  foregoing.  Further,  the  Company has not
received notice that any health plan,  insurance company,  employer or any other
TPA which has done  business  with the Company  since January 1, 1996 intends to
terminate, limit or restrict its relationship with the Company.

      2.30 TRANSFER OF SHARES. No holder of stock of the Company has at any time
transferred any stock to any employee of the Company, which transfer constituted
or could be viewed as compensation for services  rendered to the Company by that
employee.

      2.31 STOCK REPURCHASE.  The Company has not redeemed or repurchased any of
its  capital  stock.  There has been no employee  compensation  by any means not
reflected in the financial statements.

      2.32 LICENSING AND CREDENTIAL  INFORMATION.  Attached as EXHIBIT B to this
Agreement are complete and accurate copies of all licenses and all credentialing
documents  and  correspondence  relating  to or about the Company and the Health
Care  Providers.  The Company and the Health Care  Providers  are duly  licensed
under the laws of the State of Florida and have  complied  with all laws,  rules
and  regulations  relating to the  rendering  of  services  in their  respective
specialty  areas.  No  Health  Care  Provider  has  ever:  (i)  had  his  or her
professional license,  Drug Enforcement Agency number,  Medicare provider status
or staff privileges at any hospital or medical facility suspended, relinquished,
terminated or revoked;  (ii) been reprimanded,  sanctioned or disciplined by any
licensing board or any federal,  state or local society or agency,  governmental
body,  hospital,  third party payor or  specialty  board;  or, (iii) had a final
judgment  or  settlement  without  judgement  entered  against  him  or  her  in
connection  with a malpractice or similar action for an amount in excess of Five
Thousand Dollars ($5,000.00).



                                       17


<PAGE>


      2.33 HEALTH  CARE  FACILITIES.  The Company and the Health Care  Providers
maintain in good standing  staff  memberships or similar  affiliations  with the
health care facilities  (the "Health Care  Facilities") as described on SCHEDULE
2.33.

      2.34  GOOD  HEALTH.  To the best of the  Company's  knowledge,  all of the
employed  and engaged  Health Care  Providers  are in good  physical  and mental
health  for  their  respective  ages and do not  suffer  from any  illnesses  or
disabilities   which   could   prevent  any  of  them  from   fulfilling   their
responsibilities  under the respective  contracts,  agreements or understandings
with the Company. To the best of the Company's and the Stockholders'  knowledge,
none of the  employed  and  engaged  Health  Care  Providers  use or  abuse  any
controlled  substances  at any time or are under the influence of alcohol or are
affected by the use of alcohol during the time period  required to perform their
duties and obligations under any contracts,  agreements or  understandings  with
the Company.

                                    SECTION 3
                                    ---------

                           Not Used in this Agreement

                                    SECTION 4
                                    ---------

                              RESTRICTIVE COVENANTS
                              ---------------------

      4.1 MAKING OF COVENANTS AND AGREEMENTS.  The Company and the  Stockholders
jointly and severally hereby make the covenants and agreements in this Section 4
and the Stockholders  agree to cause the Company to comply with those agreements
and covenants.  No Stockholder shall have any right of indemnity or contribution
from the Company with  respect to the breach of any covenant or agreement  under
this Agreement.

      4.2 RESTRICTIVE  COVENANTS.  The Stockholders recognize that to assure the
Buyer that it will realize the value inherent in the  transactions  contemplated
in  connection  with  this  Agreement  (including,   but  not  limited  to,  the
acquisition of the Company's medical practice on a "going concern" basis),.it is
necessary for the  Stockholders to enter into this Agreement.  The  Stockholders
also acknowledge  that the terms of this Agreement are inherently  reasonable in
all respects,  notwithstanding  the fact that the terms of this Agreement  could
restrict them from earning income in the field in which they currently practice.
Accordingly, each of the Stockholders agrees with the Buyer that for a five-year
period  following  the  Closing  Date  anywhere  within  five (5) miles from any
location  where  any  of  the  Stockholders  provided  Physician  Services  (the
"Restricted  Area");  either on their own  behalf  or as a  principal,  partner,
stockholder,  officer,  employee,  agent,  consultant,  independent  contractor,
director or trustee of any person,  partnership,  entity, firm or corporation or
otherwise:

      (a) except in their  capacity  as  employees  of the Buyer,  own,  manage,
operate, control or otherwise engage an a Competing Business (as defined below),
or receive any compensation in any capacity from any Competing Business;


                                       18

<PAGE>



      (b) other  than as a patient  himself  or as the Buyer  directs,  have any
business  relationship,  in any capacity  whatsoever,  with any IPA, PHO, or any
other form of an  integrated  delivery  system,  competing  medical  practice or
medical  services  delivery  system  which is operated in or  affiliated  in any
manner with medical practices in the Restricted Area;

      (c) attempt to solicit or solicit the patients or  facilities  serviced by
the Buyer to terminate, curtail or restrict their relationship with the Buyer or
attempt to provide or provide those patients or facilities with medical services
previously  furnished to them by any of the  Stockholders  while employed by the
Buyer during the Term of their Employment Agreements and any Renewal Terms;

      (d)  otherwise  divert or attempt to divert from the Buyer any business or
business opportunity whatsoever; or,

      (e) attempt to solicit or solicit any person employed or contracted by the
Buyer,  or any of their  affiliates,  to leave their  employment  or not fulfill
their contractual  responsibility,  whether or not the employment or contracting
is full-time or  temporary,  pursuant to a written or oral  agreement,  or for a
determined period or at will.

      The term "Competing Business" shall mean any business which is competitive
with the  Buyer,  which  is  specifically  agreed  to by the  parties  to be the
management,  provision  and  operation of medical  services,  the  operation and
management of a management services  organization ("MSO") available for contract
to physicians,  hospitals,  healthcare facilities,  integrated delivery systems,
PHOS, IPAs and physician networks; and, the acquisition and operation of primary
care and specialty physician offices.

      4.3 RESTRICTIVE  COVENANT REMEDIES.  Each of the Stockholders  acknowledge
that: (i) a breach by the Company or any of the  Stockholders  of the provisions
of Section  4.2 would  cause the Buyer  irreparable  harm;  and,  (ii)  monetary
damages in an action at law would not provide an adequate remedy in the event of
a breach. Accordingly,  the Stockholders,  jointly and severally, agree that, in
addition to any other remedies (legal,  equitable or otherwise) available to the
Buyer,  Buyer  may seek and  obtain  injunctive  relief  against  the  breach or
threatened breach of the provisions of Section 4.2 (without the necessity of any
bond or other  security  being  posted) as well as all other rights and remedies
available  at law and  equity  including,  without  limitation,  the right to be
indemnified  by  the  Stockholders  for  all  claims,  damages,  actions,  suits
whatsoever for a breach of Section 4.2 and if the Buyer prevails in that action,
its  reasonable  attorneys'  fees,  expenses and costs incurred in enforcing any
provisions  of Section 4.2. at pretrial,  trial and  appellate  levels.  Nothing
contained in this Section 4.3 shall be  construed as  prohibiting  the Buyer and
all other injured parties from pursuing all other remedies available to them for
a breach or threatened breach of the provisions of Section 4.2.

      The  Stockholders   further  acknowledge  and  agree  that  the  covenants
contained  in this  Article  are  necessary  for the  protection  of the Buyer's



                                      19


<PAGE>


legitimate business and professional duties,  ethical obligations and interests,
and are reasonable in scope and content. In the event of any breach or violation
by the Stockholders of any of the provisions of Section 4.7, the running of such
five-year period (but not the Company's and any of the Stockholders, obligations
thereunder) shall be tolled during the continuation of any breach or violation.

      4.4  TERMINATION  OF  EMPLOYMENT  AGREEMENT.  In the event the  Employment
Agreement   entered  into  between   Stockholder  and  Buyer  is  terminated  by
Stockholder  due to  Company's  breach,  and  Company  has failed to remedy such
breach in accordance with the terms and conditions of the Employment  Agreement,
then Sections 4.2 and 4.3 shall not apply to Stockholder.

      4.5  NO   SOLICITATION   OF  OTHER  OFFERS.   Neither  the  Company,   the
Stockholders,  nor any of their  representatives  will,  directly or indirectly,
solicit, encourage, assist, initiate discussions or engage in negotiations with,
provide any information to, or enter into any agreement or transaction with, any
person,  other than Buyer,  relating to the possible  acquisition of the Company
Shares, the Company, or any of its assets.

      4.6  CONFIDENTIALITY.  The Company and the Stockholders agree that, unless
and  until  the  Closing  has  been  consummated,   each  of  the  Company,  the
Stockholders and their officers, directors, agents and representatives will hold
in strict confidence,  and will not use, any confidential or proprietary data or
information  obtained  from Buyer  with  respect to its  business  or  financial
condition  except for the purpose of evaluating,  negotiating and completing the
transaction contemplated hereby. Information generally known in Buyer's industry
or which has been disclosed to the Company, or the Stockholders by third parties
which  have a right to do so shall not be  deemed  confidential  or  proprietary
information for purposes of this agreement.  If the transaction  contemplated by
this Agreement is not consummated, the Company, and the Stockholders will return
to  Buyer  (or  certify  that  they  have  destroyed)  all  copies  of data  and
information, including but not limited to financial information, customer lists,
business and corporate records,  worksheets,  test reports, tax returns,  lists,
memoranda,  and other documents  prepared by or made available to the Company or
the Stockholders in connection with the transaction.

      4.7 TAX RETURNS.  The Company and the  Stockholders  shall  cooperate with
Buyer to permit the  Company  in  accordance  with  applicable  law to  promptly
prepare  and file on or before  the due date or any  extension  of all  federal,
state and local tax returns  required to be filed by the Company with respect to
taxable periods ending on or before the Closing.


                                    SECTION 5

                     REPRESENTATIONS AND WARRANTIES OF BUYER

      5.1 MAKING OF REPRESENTATIONS AND WARRANTIES.  As a material inducement to
the Company and the Stockholders to enter into this Agreement and consummate the


                                       20


<PAGE>



contemplated transactions, Buyer hereby makes the representations and warranties
to the Company and the Stockholders contained in this Section 5.

      5.2 ORGANIZATION OF BUYER. Buyer is a corporation duly organized,  validly
existing  and in good  standing  under the laws of Florida  with full  corporate
power to own or lease its  properties  and to conduct its business in the manner
and in the places where those properties are owned or leased or that business is
conducted by it.

      5.3 AUTHORITY OF BUYER. Buyer has full right, authority and power to enter
into this Agreement, and each agreement,  document and instrument to be executed
and  delivered  by  Buyer  pursuant  to  this  Agreement  and to  carry  out the
contemplated transactions.  The execution,  delivery and performance by Buyer of
this Agreement, and each other agreement, document and instrument have been duly
authorized by all necessary corporate action of Buyer and no other action on the
part of Buyer is required in  connection  therewith.  This  Agreement,  and each
other  agreement,  document  and  instrument  executed  and  delivered  by Buyer
pursuant to this  Agreement  constitute,  or when  executed and  delivered  will
constitute,  valid and binding  obligations  of Buyer  enforceable in accordance
with their terms.

      (a) does not and  will  not  violate  any  provision  of the  Articles  of
Incorporation or by- laws of Buyer.

      (b) does not and will not violate any laws of the United  States or of any
state or any other  jurisdiction  applicable to Buyer or require Buyer to obtain
any  approval,  consent  or waiver of, or make any  filing  with,  any person or
entity (governmental or otherwise) which has not been obtained or made; and,

      (c) does not and will not  result  in a breach of ,  constitute  a default
under,  accelerate any obligation  under, or give rise to a right of termination
of any indenture,  loan or credit agreement, or other agreement mortgage, lease,
permit,  order,  judgment  or  decree  to which  Buyer is a party  and  which is
material to the  business  and  financial  condition of Buyer and its parent and
affiliated organizations on a consolidated basis.

      5.4  LITIGATION.  There is no litigation or, to its knowledge,  threatened
against Buyer which would prevent or hinder the consummation of the transactions
contemplated by this Agreement.

      5.5 FINDER'S FEE. Buyer has not incurred or become liable for any broker's
commission  or finder's fee relating to or in connection  with the  transactions
contemplated by this Agreement.

      5.6 SOLVENCY OF BUYER.  Buyer is solvent as of the date of this  Agreement
and paying its bills as they become due.






                                      21


<PAGE>


                                   SECTION 6
                                   ---------

                              COVENANTS OF BUYER
                              ------------------

      6.1 MAKING OF COVENANTS  AND  AGREEMENT.  Buyer hereby makes the covenants
and agreements in this Section 6.

      6.2  CONFIDENTIALITY.  Buyer agrees that, unless and until the Closing has
been consummated,  Buyer and its officers, directors, agents and representatives
will hold in strict confidence, and will not use any confidential or proprietary
data or information  obtained from the Company or the Stockholders  with respect
to the business or financial  condition of the Company except for the purpose of
evaluation,  negotiating and completing the  transaction  contemplated . hereby.
Information  generally  known in the industries of the Company or which has been
disclosed  to Buyer by third  parties  which  have a right to do so shall not be
deemed  confidential or proprietary  information for purposes of this Agreement.
If the transaction contemplated by this Agreement is not consummated, Buyer will
return to the Company (or certify that it has  destroyed) all copies of data and
information, including but not limited to financial information, customer lists,
business and corporate records,  worksheets,  test reports, tax returns,  lists,
memoranda,  and  other  documents  prepared  by or made  available  to  Buyer in
connection with the transaction.

      6.3 CONSUMMATION OF AGREEMENT. Buyer shall use its best efforts to perform
and fulfill all  conditions  and  obligations  on its part to be  performed  and
fulfilled under this agreement, to the end that the transactions contemplated by
this agreement  shall be fully carried out. To this end, Buyer will obtain prior
to the  Closing  all  necessary  authorizations  or  approvals  of its  Board of
Directors.


                                    SECTION 7
                                   ---------

                           CONDITIONS FOR CLOSING AND
                              PROCEDURE FOR CLOSING
                              ---------------------

      7.1  CONDITIONS TO THE  OBLIGATIONS  OF BUYER.  The obligation of Buyer to
consummate this Agreement and the  contemplated  transactions are subject to the
fulfillment, prior to or at the Closing, of the following conditions precedent:

      (a) REPRESENTATIONS;  WARRANTIES;  COVENANTS.  Each of the representations
and warranties of the Company and the  Stockholders  contained in this Agreement
shall be true and correct as of the date of this Agreement and as of the Closing
Date as though  made on and as of the  Closing;  and the Company and each of the
Stockholders  shall,  on or before  the  Closing,  have  performed  all of their
obligations  under this  Agreement  which by the terms are to be performed on or
before the Closing.

      (b) NO MATERIAL  CHANGE.  There shall have been no material adverse change
in the financial condition, prospects, properties, assets, liabilities, business
or operations of the Company  since the  Execution  Date,  whether or not in the
ordinary course of business.

                                       22

<PAGE>


      (c) APPROVAL OF BUYER'S COUNSEL. All actions, proceedings, instruments and
documents required to carry out this Agreement and the contemplated transactions
and all related legal matters  contemplated  by this  Agreement  shall have been
approved by counsel for Buyer, and that counsel shall have received on behalf of
Buyer all other  certificates,  opinions,  and documents in form satisfactory to
counsel,  as Buyer may reasonably  require from the Company and the Stockholders
to evidence compliance with the terms and conditions of this Agreement as of the
Closing  and  the  correctness  as of the  Closing  of the  representations  and
warranties  of the  Stockholders  and the Company and the  fulfillment  of their
respective covenants.

      (d) NO LITIGATION. There shall have been no determination by Buyer, acting
in good faith,  that the consummation of the  transactions  contemplated by this
Agreement has become  inadvisable or  impracticable by reason of the institution
or threat by any person or any federal, state or other governmental authority of
litigation,   proceedings  or  other  action  against  Buyer,   the  Company  or
Stockholder or any material adverse change in the laws or regulations applicable
to the Company.

      (e) CONSENTS.  The Company or the Stockholders shall have made all filings
with and  notifications  of governmental  authorities,  regulatory  agencies and
other  entities  required  to be  made by the  Company  or the  Stockholders  in
connection with the execution and delivery of this Agreement, the performance of
the contemplated transactions and the continued operation of the business of the
Company by Buyer  subsequent to the Closing;  and the Company,  the Stockholders
and Buyer shall have received all authorizations, waivers, consents and permits,
in form and substance reasonably  satisfactory to Buyer, from all third parties,
including, without limitation,  applicable governmental authorities,  regulatory
agencies,  lessors,  lenders  and  contract  parties,  required  to  permit  the
continuation  of the  business  of  the  Company  and  the  consummation  of the
transactions  contemplated  by this Agreement,  and to avoid a breach,  default,
termination,  acceleration or modification  of any material  indenture,  loan or
credit  agreement  or  any  other  material  agreement,   contract,  instrument,
mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction,
decree,  determination  or  arbitration  award as a result of, or in  connection
with, the execution and performance of this Agreement.

      (f) EMPLOYEE  PROGRAMS.  The Company shall have taken all steps  necessary
under the relevant documents and applicable law to maintain the qualification of
each Employee Program identified on SCHEDULE 2.23  notwithstanding  the purchase
of the Company Shares by Buyer.

      (g)   RESIGNATIONS.   The  Company  shall  have  delivered  to  Buyer  the
resignations  of all of the  Directors of the Company and of all officers of the
Company as may be  requested  by Buyer at least five days prior to the  Closing,
those resignations to be effective at the Closing.




                                      23


<PAGE>



      (h)  SATISFACTION  OF  OBLIGATIONS.  On or before the  Closing  Date,  the
Company shall have paid in full all of its  outstanding  debts and  obligations,
including without limitation,  all pension plan contribution,  professional fees
(accounting  and legal fees),  taxes and accounts  payable and the Company shall
provide the Buyer with evidence of those satisfactions.

      7.2  CONDITIONS TO OBLIGATIONS  OF THE COMPANY AND THE  STOCKHOLDERS.  The
obligation of the Company and the  Stockholders to consummate this Agreement and
the contemplated transactions is subject to the fulfillment,  prior to or at the
Closing, of the following conditions precedent:

      (a) REPRESENTATIONS;  WARRANTIES;  COVENANTS.  Each of the representations
and warranties of Buyer  contained in Section 5 shall be true and correct in all
material  respects as through made on and as of the Closing and Buyer shall,  on
or  before  the  Closing,  have  performed  all of its  obligations  under  this
Agreement which by the terms are to be performed on or before the Closing.

      (b)  APPROVAL  OF  THE  COMPANY'S  COUNSEL.   All  actions,   proceedings,
instruments  and  documents  required  to  carry  out  this  Agreement  and  the
contemplated  transactions  and all related legal matters  contemplated  by this
agreement  shall have been  approved  by Stanley H.  Kuperstein,  Esq. of Geiger
Kasden, et. al. in its capacity as counsel for the Company and the Stockholders,
and  that  counsel  shall  have  received  on  behalf  of the  Company  and  the
Stockholders all other certificates, opinions and documents in form satisfactory
to that  counsel as the Company may  reasonably  require  from Buyer to evidence
compliance with the terms and conditions of this Agreement as of the Closing and
the correctness as of the Closing of the representations and warranties of Buyer
and the fulfillment of its covenants.

      (c) NO LITIGATION.  There shall have been no determination by the Company,
acting in good faith, that the consummation of the transactions  contemplated by
this  Agreement  has  become  inadvisable  or  impracticable  by  reason  of the
institution or threat by any person or any federal,  state or other governmental
authority of material litigation, proceedings or other action against Buyer, the
Company, or any Stockholder.

      7.3  PROCEDURE AT THE CLOSING.  At the Closing,  the parties agree to take
the  following  steps in the order listed below  (provided,  however,  that upon
their   completion  all  of  these  steps  shall  be  deemed  to  have  occurred
simultaneously):

      (a) legal  counsel for the Company and the  Stockholders  shall  deliver a
legal  opinion to the Buyer in  substantially  the form of EXHIBIT C attached to
this Agreement;

      (b) legal  counsel  for the Buyer  shall  deliver a legal  opinion  to the
Company and the Stockholders in substantially  the form of EXHIBIT G attached to
this Agreement;

      (c) the Company shall execute and deliver resolutions adopted by the board
of directors of the Company  approving  the  transactions  contemplated  by this
Agreement, certified by the corporation secretary of the Company;


                                      24


<PAGE>


      (d) the Buyer shall execute and deliver  resolutions  adopted by the board
of  directors  of the Buyer  approving  the  transactions  contemplated  by this
Agreement, certified by the corporation secretary of the Buyer;

      (e) the Company shall deliver to the Buyer a Certificate  of the Company's
President dated as of the Closing to the effect that the statements contained in
Sections 7.1(a) and (b) are true and correct;

      (f) the Buyer shall  deliver to the Company a  Certificate  of the Buyer's
President  dated  as of the  Closing  Date to the  effect  that  the  statements
contained in Section 7.2(a) are true and correct;

      (g) the Buyer shall deliver the Closing Funds to the Company;

      (h) each of the  Stockholders  shall  execute  and  deliver to the Buyer a
Physician Employment Agreement,  in substantially the form of EXHIBIT D attached
to this Agreement;

      (i) the Company and each of the Stockholders  shall execute and deliver to
the Buyer general  releases of all claims which any of them may have against the
Company in he form of Exhibit F attached to this Agreement;

      (j)  each  of  the  Stockholders  shall  deliver  their  respective  stock
certificates to the Buyer and shall execute and deliver stock powers of attorney
and any other  documentation  necessary to effectuate a transfer of their shares
of Company Stock to the Buyer;

      (k) the Buyer hall deliver to the Company a  Certificate  of Good Standing
issued by the Secretary of State of Florida; and,

      (n) the Company shall deliver to the Buyer a Certificate  of Good Standing
of Florida.


                                   SECTION 8
                                   ---------

                  TERMINATION OF AGREEMENT; RIGHTS TO PROCEED
                  -------------------------------------------

                            This section not used.


                                   SECTION 9
                                   ---------






                                       25


<PAGE>

                  RIGHTS AND OBLIGATIONS SUBSEQUENT TO CLOSING
                  --------------------------------------------

      9.1  SURVIVAL  OF  WARRANTIES.  Each of the  representations,  warranties,
agreements,  covenants  and  obligations  in this  Agreement or in any schedule,
exhibit,  certificate or financial statement delivered by any party to the other
party incident to the contemplated transactions are material, shall be deemed to
have been  relied  upon by the other  party and shall  survive the Closing for a
period of one year,  except  that any  representation,  warranty  or covenant in
relation to federal, state, local, foreign and all other taxes shall survive the
Closing for a period of three years  regardless of any  investigation  and shall
not  merge  in the  performance  of any  obligation  by  either  party  to  this
Agreement.

                                   SECTION 10
                                   ----------

                                 INDEMNIFICATION
                                 ---------------

      10.1  INDEMNIFICATION  BY THE STOCKHOLDERS.  The Stockholders  jointly and
severally  agree  subsequent  to the Closing to indemnify  and hold the Company,
Buyer and its  subsidiaries  and  affiliates  and persons  serving as  officers,
directors,  partners or employees of the Company or Buyer (individually a "Buyer
Indemnified  Party" and collectively the "Buyer  Indemnified  Parties") harmless
form and against any damages,  liabilities,  losses,  taxes,  fines,  penalties,
costs, and expenses (including, without limitation,  reasonable fees of counsel)
of any kind or nature  whatsoever  (whether or not  arising  out of  third-party
claims and including all amounts paid in investigation, defense or settlement of
the foregoing)  which may be sustained or suffered by any of them arising out of
or based upon any of the following matters:

      (a) fraud, intentional  misrepresentation or a deliberate or wilful breach
by the Company or any Stockholder of any of their representations, warranties or
covenants  under  this  Agreement  or in any  certificate,  schedule  or exhibit
delivered pursuant to this Agreement;

      (b) any other  breach of any  representation,  warranty or covenant of the
Company or any Stockholder under this Agreement or in any certificate,  schedule
or exhibit  delivered  pursuant  to this  Agreement,  or by reason of any claim,
action or proceeding  asserted or instituted  growing out of any matter or thing
constituting a breach of those representations, warranties or covenants; and

      (c) any  liability  of the  Company  for  Taxes  arising  from an event or
transaction  prior to the Closing or as a result of the  Closing  which have not
been paid or provided for by the Company,  including  without  limitations,  any
increase in Taxes due to the  unavailability of any loss or deduction claimed by
the Company.

      10.2   LIMITATIONS   ON   INDEMNIFICATION   BY   THE   STOCKHOLDERS.    No
indemnification  shall be payable  pursuant to  Subsection  10.1(b) above to any
Buyer  Indemnified  Party,  unless the total of all  claims for  indemnification
pursuant to Section 10.1 shall exceed Ten Thousand  Dollars  ($10,000.00) in the
aggregate,  whereupon  the  full  amount  of  claims  shall  be  recoverable  in
accordance with the terms of this Agreement.

                                       26


<PAGE>



      10.3  INDEMNIFICATION  BY BUYER.  Buyer agrees to  indemnify  and hold the
Stockholders  (individually a "Stockholder  Indemnified  Party" and collectively
the "Stockholder  Indemnified  Parties")  harmless from and against any damages,
liabilities, losses and expenses (including, without limitation, reasonable fees
of  counsel)  of any kind or nature  whatsoever  (whether  or not arising out of
third-party  claims and including all mounts paid in  investigation,  defense or
settlement of the  foregoing)  which may be sustained or suffered by any of them
arising  out of or based  upon any  breach of any  representation,  warranty  or
covenant  made by Buyer in this  Agreement  or in any  certificate  delivered by
Buyer  under this  Agreement,  or by reason of any claim,  action or  proceeding
asserted  or  instituted  growing out of any matter or thing  constituting  that
breach, including, without limitation, fraud, intentional misrepresentation or a
deliberate  or  wilful  breach  by the  Buyer  of  any  of its  representations,
warranties or covenants under this Agreement or in any certificate,  schedule or
exhibit delivered pursuant to this Agreement;

      10.4 LIMITATION ON INDEMNIFICATION  BY BUYER. No indemnification  pursuant
to Section  10.3 shall be payable to the  Stockholders,  unless the total of all
claims for  indemnification  pursuant to Section  10.3 shall exceed Ten Thousand
Dollars  ($10,000.00) in the aggregate,  whereupon the full amount of all claims
shall be recoverable in accordance with the terms of this Agreement.

      10.5 NOTICE;  DEFENSE OF CLAIMS.  An indemnified party may make claims for
indemnification  under this  Agreement by giving  written notice of the claim to
the indemnifying party within the period in which indemnification  claims can be
made under this  Agreement.  The notice shall  summarize the bases for the claim
for  indemnification and any claim or liability being asserted by a third party.
Within twenty (20) days after receiving any notice, the indemnifying party shall
give written  notice to the  indemnified  party stating  whether it disputes the
claim for  indemnification  and whether it will  defend  against any third party
claim or liability at its own cost and expense.  If the indemnifying party fails
to give notice that it disputes an indemnification claim within twenty (20) days
after  receipt of notice of the claim,  it shall be deemed to have  accepted and
agreed to the  claim,  which  shall  become  immediately  due and  payable.  The
indemnifying party shall be entitled to direct the defense against a third party
claim or liability  with  counsel  selected by it (subject to the consent of the
indemnified party, which consent shall not be unreasonably  withheld) as long as
the  indemnifying  party is  conducting a good faith and diligent  defense.  The
indemnified  party shall at all times have the right to fully participate in the
defense of a third  party  claim or  liability  at its own  expense  directly or
through counsel;  provided,  however, that if the named parties to the action or
proceeding include both the indemnifying party and the indemnified party and the
indemnified  party is advised  that  representation  of both parties by the same
counsel  would be  inappropriate  under  applicable  standards  of  professional
conduct, the indemnified party may engage separate counsel at the expense of the
indemnifying  party.  If no notice of intent to dispute and defend a third party
claim or liability is given by the indemnifying party, or if that good faith and



                                       27


<PAGE>


diligent  defense  is not being or ceases to be  conducted  by the  indemnifying
party,  the  indemnified  party  shall  have the  right,  at the  expense of the
indemnifying  party,  to undertake the defense of that claim or liability  (with
counsel  selected by the  indemnified  party),  and to  compromise or settle it,
exercising  reasonable business judgment.  If the third party claim or liability
is one that by its nature cannot be defended solely by the  indemnifying  party,
then the  indemnified  party shall make available all information and assistance
as the  indemnifying  party may reasonably  request and shall cooperate with the
indemnifying party in that defense, at the expense of the indemnifying party.


                                   SECTION 11
                                   ----------

                                  MISCELLANEOUS
                                  -------------

      11.1 FEES AND EXPENSES.  Each of the parties will bear its own expenses in
connection  with  the  negotiation  and  the  consummation  of the  transactions
contemplated  by  this  Agreement,  and  no  expenses  of  the  Company,  or the
Stockholders  relating in any way to the purchase and sale of the Company Shares
under  this  Agreement  and the  contemplated  transactions,  including  without
limitation legal,  accounting or other  professional  expenses of the Company or
Stockholder, shall be charged to or paid by the Company or Buyer.

      11.2 GOVERNING LAW. This Agreement  shall be construed  under and governed
by the internal laws of the State of Florida  without  regard to its conflict of
laws provisions.

      11.3 NOTICES. Any notice,  request, demand or other communication required
or  permitted  under this  Agreement  shall be in writing and shall be deemed to
have been given if delivered or sent by facsimile transmission, upon receipt, or
if sent by  registered or certified  mail,  upon the sooner of the date on which
receipt is  acknowledged or the expiration of three days after deposit in United
States post office  facilities  properly  addressed  with postage  prepaid.  All
notices to a party will be sent to the  addresses  listed  below or to any other
address or person as a party may  designate  by notice to each other party under
this Agreement:




            if to the Buyer:              QPQ Corporation
                                          1000 Lincoln Road, Suite 204
                                          Miami Beach, Florida
                                          Attention:  Mitchell Rubinson
                                                      Chairman/CEO

            with a copy to:               Ziskind & Arvin, P.A.
                                          444 Brickell Avenue, Suite 905
                                          Miami, FL 33131   

                                       28


<PAGE>

                                

            if to the Company or:
            Stockholder than              Jack B. Drimmer, M.D.
                                          3600 Mystic Point Drive
                                          Apt. 1618
                                          Aventura, FL 33180

            with a copy to:               Stanley Kuperstein, Esq.
                                          Geiger,Kasdin, Heller, Kuperstein, 
                                          Chames & Weil, P.A.
                                          1428 Brickell Avenue, 6th Floor
                                          Miami, FL 33131

      Any notice given under this  Agreement may be given on behalf of any party
by his counsel or other authorized representatives.

      11.4  ENTIRE  AGREEMENT.  This  Agreement,  including  the  Schedules  and
Exhibits  referred  to in this  Agreement  and the other  writings  specifically
identified in this Agreement or  contemplated  by this  Agreement,  is complete,
reflects the entire agreement of the parties with respect to its subject matter,
and  supersedes  all  previous  written or oral  negotiations,  commitments  and
writings.   No  promises,   representations,   understandings,   warranties  and
agreements  have been made by any of the  parties  to this  Agreement  except as
referred  to in this  Agreement  or in its  Schedules  and  Exhibits or in other
writings;  and all  inducements to the making of this  Agreement  relied upon by
either party to this  Agreement  have been expressed in this Agreement or in the
Schedules or Exhibits or in other writings.

      11.5   ASSIGNABILITY;   BINDING  EFFECT.  This  Agreement  shall  only  be
assignable by Buyer to a corporation or partnership  controlling,  controlled by
or under common  control  with Buyer upon written  notice to the Company and the
Stockholders.  This  Agreement  may not be assigned by the  Stockholders  or the
Company  without the prior written  consent of Buyer.  This  Agreement  shall be
binding upon and  enforceable by, and shall inure to the benefit of, the parties
to this Agreement and their respective successors and permitted assigns.

      11.6  CAPTIONS  AND  GENDER.  The  captions  in  this  Agreement  are  for
convenience only and shall not affect the construction or  interpretation of any
term or provision of this Agreement.  The use in this Agreement of the masculine
pronoun in reference to a party to this Agreement shall be deemed to include the
feminine or neuter, as the context may require.

      11.7 EXECUTION IN COUNTERPARTS.  For the convenience of the parties and to
facilitate   execution,   this   Agreement  may  be  executed  in  two  or  more
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same document.




                                      29


<PAGE>


      11.8  AMENDMENTS.  This Agreement may not be amended or modified,  nor may
compliance with any condition or covenant contained in this Agreement be waived,
except by a writing duly and validly  executed by each party to this  Agreement,
or in the case of a waiver, the party waiving compliance.

      11.9   This Section not used.

      11.10 SEVERABILITY.  The invalidity or unenforceability of any one or more
of the  words,  phrases,  sentences,  clauses,  or  sections  contained  in this
Agreement  shall not affect the  validity  or  enforceability  of the  remaining
provisions  of this  Agreement  or any part of any  provision,  all of which are
inserted  conditionally  on their being valid in law,  and in the event that any
one or more of the words, phrases,  sentences,  clauses or sections contained in
this Agreement shall be declared invalid or unenforceable,  this Agreement shall
be  construed  as if the  invalid  or  unenforceable  word or  words,  phrase or
phrases,  sentence or sentences,  clause or clauses,  or section or sections had
not been inserted or shall be enforced as nearly as possible  according to their
original  terms  to  eliminate  any  invalidity  or  unenforceability.   If  any
invalidity or  unenforceability is caused by the length of any period of time or
the size of any area contained in any part of this Agreement, the period of time
or area,  or both,  shall be  considered to be reduced to a period or area which
cure the invalidity or unenforceability.

      11.11  LITIGATION;  PREVAILING  PARTY.  Except as  otherwise  required  by
applicable law or as expressly  provided in this Agreement,  in the event of any
litigation,  including  appeals,  with regard to this Agreement,  the prevailing
party shall be entitled to recover from the non-prevailing  party all reasonable
fees, costs, and expenses of counsel (at pre-trial, trial and appellate levels).

      11.12  PUBLICITY.  Subject to applicable law, all press releases and other
publicity,  except as required by applicable law,  concerning the  transactions,
contemplated by this Agreement will be subject to the review and approval of the
Company, the Stockholders and the Buyer, provided that the approval shall not be
unreasonably withheld or delayed.

      11.13 NO BREACH.  The parties agree that the  execution of this  Agreement
shall not be deemed to be an  assignment  of any contract  where consent to that
assignment is required by the terms of that contract provided that the foregoing
shall not affect the Company's and the Stockholders'  respective  obligations to
obtain all consents as provided in this Agreement.

      11.14  CONSTRUCTION.  This Agreement shall be construed  without regard to
any presumption or other rule requiring  construction  against the party causing
this Agreement to be drafted, including any presumption of superior knowledge or
responsibility  based upon a party's  business or profession or any professional
training,  experience,  education  or degrees of any member,  agent,  officer of
employee of any party.  If any words in this Agreement have been stricken out or
otherwise eliminated (whether or not any other words or phrases have been added)
and the  stricken  words  initialed  by the  party  against  whom the  words are
construed,  then this  Agreement  shall be construed as if the words so stricken
out or  otherwise  eliminated  were  never  included  in this  Agreement  and no
implication  or  inference  shall be drawn from the fact that  those  words were
stricken out or otherwise eliminated.

                                       30


<PAGE>




      11.15   JURISDICTION; VENUE; INCONVENIENT FORUM; JURY TRIAL.
              --------------------------------------------------- 
ANY SUIT,  ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT,  OR ANY JUDGMENT
ENTERED BY ANY COURT IN RESPECT TO THIS AGREEMENT SHALL BE BROUGHT IN THE COURTS
OF THE STATE OF FLORIDA OR IN THE U.S.  DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF  FLORIDA IN DADE  COUNTY,  AND THE  PARTIES  ACCEPT  THE  EXCLUSIVE  PERSONAL
JURISDICTION OF THOSE COURTS FOR THE PURPOSE OF ANY SUIT,  ACTION OR PROCEEDING.
IN ADDITION, THE PARTIES KNOWINGLY,  INTENTIONALLY AND IRREVOCABLY WAIVE, TO THE
FULLEST EXTENT PERMISSION BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR LATER HAVE
TO THE  LAYING OF VENUE OF ANY  SUIT,  ACTION OR  PROCEEDING  ARISING  OUT OF OR
RELATING TO THIS AGREEMENT,  OR ANY JUDGMENT ENTERED BY ANY COURT BROUGHT IN THE
STATE OF FLORIDA,  AND FURTHER,  KNOWINGLY,  INTENTIONALLY AND IRREVOCABLY WAIVE
ANY CLAIM THAT ANY SUIT,  ACTION OR  PROCEEDING  BROUGHT IN THE STATE OF FLORIDA
HAS BEEN BROUGHT IN AN INCONVENIENT  FORUM.  EACH PARTY WAIVES ALL RIGHTS TO ANY
TRIAL BY JURY IN ALL LITIGATION RELATING TO OR ARISING OUT OF THIS AGREEMENT.

                                   SECTION 12
                                   ----------

                 FURTHER REPRESENTATIONS AND WARRANTIES OF BUYER
                 -----------------------------------------------

      12.1  REPRESENTATION  AND WARRANTIES OF BUYER.  Until the promissory  note
described  in EXHIBIT A-1 (the  "Note") has been paid in full and  Stockholder's
employment with the Buyer pursuant to the Employment Agreement between Buyer and
Stockholder (the "Employment Agreement") terminates, other than without cause by
the Stockholder or for cause by Buyer, or its term expires, Buyer represents and
warrants to Stockholder the following:

            (a) The  Company  shall  be  maintained  in good  standing  with the
Secretary  of State of the State of the  Florida  and its  status  shall  remain
active;

            (b) The Buyer  shall  grant a first lien  security  interest  in the
Assets and in the 50 shares of no par value common stock of the Company owned by
the Buyer (the "Shares")  pursuant to a Pledge and Security  Agreement  attached
hereto as Exhibit E; and

            (c) The current malpractice  insurance policy of the Company and the
Stockholder  will be continued to be maintained in good standing without cost or
expense to Stockholder.



                                       31


<PAGE>



      12.2 PATIENT  FILES.  Included  within the Assets owned by the Company are
patient  files and records (the  "Patient  Records"),  the custody of which will
remain  with the  Company  until the later to occr of the payment in full of the
Note and the termination or expiration of the Employment Agreement. In the event
that an  "Event of  Default"  occurs  as  defined  in the  Pledge  and  Security
Agreement,  then  the  custody  of the  Patient  Records  shall  be  immediately
transferred  to  Stockholder  or such  other  person or entity as  requested  by
Stockholder without any payment by Stockholder to Buyer.







































                                       32


<PAGE>








      IN  WITNESS  WHEREOF,  the  parties to this  Agreement  have  caused  this
Agreement to be duly executed as of the Execution Date.

                                          BUYER:

                                          QPQ CORPORATION,
                                          a Florida Corporation



                                          By:  /s/ Mitchell Rubinson
                                             -----------------------------------
                                                Mitchell Rubinson, Chairman/CEO

                                          COMPANY:

                                          JACK B. DRIMMER, M.D., P.A.
                                          a Florida professional association



                                          By:   /s/ Jack B. Drimmer
                                             -----------------------------------
                                                Jack B. Drimmer, M.D., President


                                          STOCKHOLDERS:



                                          /s/ Jack B. Drimmer
                                          --------------------------------------
                                          Jack B. Drimmer, M.D.





                                       33



<PAGE>
                         LIST OF EXHIBITS AND SCHEDULES
<TABLE>
<CAPTION>

Exhibit A:        List of Stockholders, Holdings and Consideration to be Paid
<S>          <C>  <C>   
 
             A-1  Promissory Note

             B:   Copies of all Licenses and all Credentialing Documents and Correspondence

                  Relating to the Company and the Company's Health Care Providers

             C:   Opinion of Counsel for the Company and the Stockholders

             D:   Employment Agreement

             E:   Pledge and Security Agreement

             F:   Releases

             G:   Opinion of Counsel for Buyer

Schedule          2.3(a) Voting Agreements, etc.

                  2.4(iii)  Breach of Loans or Credit Agreements

                  2.5(a)  Leased Real Property

                  2.5(a) (ii)  Consents

                  2.5(a) (iii) Condition of Leased Real Property

                  2.5(a) (iv)  Compliance with the Law

                  2.5(b)  Personal Property

                  2.6  Financial Statements

                  2.7(b) Tax Disclosures

                  2.7(d) Tax Audits

                  2.7(e) Tax Matter Affiliations

                  2.8  Affiliated Accounts Receivable




















                                       34


<PAGE>


                  2.9  Material Changes

                  2.11  Banking Arrangements

                  2.12(a)  Exceptions to Intellectual Property Ownership

                  2.12(b)  Intellectual Property

                  2.12(c)  All Licenses of Company for Intellectual Property

                  2.12(d)  All Licenses of Company Granted to Others for Intellectual Property

                  2.12(f)  Confidentiality Agreements

                  2.13 Contracts, etc.

                  2.14 Litigation

                  2.15 Medical Malpractice Litigation

                  2.16 Insurance
             
                  2.17 Equity Investments
                
                  2.20 Licenses, Permits 
                
                  2.22 Transactions with Interested  Persons
                  
                  2.23 Employee Benefit Programs

                  2.24 Environmental Matters  
                
                  2.25 Officers and Directors   

                  2.28 Employee Termination Payments 

                  2.29 Material Third Party Payers and Providers 

                  2.33 Health Care Facilities 

                  3.3 Finder's Fees


                                       35
</TABLE>