JOINT SERVICES AGREEMENT

     THIS JOINT SERVICES  AGREEMENT  ("Agreement")  is entered into on this 29th
day of May, 1997 (the "Effective Date"), by and among ALLIED HEALTH GROUP, INC.,
a Florida corporation ("Allied"), CAREADVANTAGE HEALTH SYSTEMS, INC., a Delaware
corporation ("CareAdvantage"),  and CAREADVANTAGE,  INC., a Delaware corporation
and the owner of one  hundred  percent  of the  capital  stock of  CareAdvantage
("Parent").

                                    RECITALS

     A. CareAdvantage  anticipates  entering into contracts with Blue Cross/Blue
Shield Plans (the "Blues Plans")  throughout the United States pursuant to which
it will deliver  specialized health care cost management services in the form of
physician  management of specialty  networks  ("Specialty  Physician  Management
Services").

     B.  CareAdvantage  lacks  the  expertise  to  deliver  Specialty  Physician
Management  Services,  and Allied is  experienced  in the  delivery of Specialty
Physician Management Services.  CareAdvantage  intends to develop, over time and
with  Allied's  assistance,  its own in-house  expertise in Specialty  Physician
Management Services.

     C. Allied and CareAdvantage  desire to establish a formal relationship with
respect to the performance of Specialty Physician Management Services.

     D.  Parent  is  willing  to  guarantee  the  performance  of  CareAdvantage
hereunder.

     NOW,  THEREFORE,  for and in  consideration  of the  mutual  covenants  and
agreements herein set forth, and for other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereby
agree as follows:

          1. RECITALS. All of the above recitals are true and correct.

          2. TERM.  This Agreement  shall  commence and become  effective on the
Effective Date and shall continue in full force and effect for a period of three
years  thereafter (the "Term").  The Term of this Agreement shall  automatically
renew for additional  three-year periods,  unless either Allied or CareAdvantage
gives  notice to the other of its intent not to renew the  Agreement at least 90
days before the end of any such three-year  period. In any event, this Agreement
may be terminated earlier pursuant to Section 3 hereof. Each twelve-month period
commencing upon the Effective Date of the Term or any anniversary  thereof shall
be referred to herein as "Annual Period".

          3. TERMINATION.

               3.1 In General. This Agreement shall terminate:

                    3.1.1  Breach.  If a party  is in any  material  respect  in
breach,  default or violation of any provision of this  Agreement and either (I)
fails to cure such material

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breach,  default or  violation  within 30 days after  notice to do so (or within
said 30 days to commence such cure and  thereafter  diligently to prosecute such
cure to  completion),  or (ii) has  been  notified  on two  prior  occasions  of
breaches pursuant to this Subsection 3.1.1.

                    3.1.2  Failure  to  Perform.   Without   notice,   upon  the
suspension,  revocation,  or  cancellation of the other party's right to perform
the services described herein under the laws of any applicable jurisdiction;  or
by the placing or imposing f any restrictions or limitations by any governmental
authority having  jurisdiction  over the party, upon it so that it cannot engage
in the services described herein.

                                                                                
               3.2 Payments Upon Termination.

                    3.2.1  Termination  Without  Cause.  If  this  Agreement  is
terminated  other than as  provided  at  Subsection  3.1, or if the Term of this
Agreement  expires by its terms,  Allied and  CareAdvantage  shall  continue  to
perform Specialty  Physician  Management  Services for the Blues Plans for which
Allied or  CareAdvantage is providing such services at the time of expiration of
this  Agreement  (the  "Existing  Blues  Plans"),  for  so  long  as  Allied  or
CareAdvantage  performs  any  Specialty  Physician  Management  Services for the
Existing  Blues  Plans,  whether  pursuant  to  a  contract  in  existence  upon
termination  of this  Agreement or otherwise.  Such services  shall be performed
under the same terms and  conditions as set forth in this  Agreement;  provided,
however,  that  Capitation  Payments  shall  be  allocated  between  Allied  and
CareAdvantage as set forth at Subsection  7.1.3. In addition,  the parties shall
have no  obligation to one another with respect to Blues Plans for which neither
Allied nor CareAdvantage is providing such services at the time of expiration of
this Agreement.

                    3.2.2 Termination for Cause. If this Agreement is terminated
as provided at Subsection 3.1, the parties agree to negotiate in good faith, for
a period of 45 days from the date of termination of this Agreement, a settlement
of their  respective  obligations  to one  another for the Blues Plans for which
Allied or CareAdvantage is providing Specialty Physician  Management Services at
the time of  expiration  of this  Agreement.  If the  parties  do not come to an
agreement  on or before the end of such 45-day  period,  they shall  submit such
matters to arbitration  pursuant to Subsection  11.10. In addition,  the parties
shall have no  obligation  to one another  with respect to Blues Plans for which
neither  Allied nor  CareAdvantage  is  providing  such  services at the time of
expiration of this Agreement.

          4.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.  Each of the parties
hereto  represents,  warrants  and  covenants  to the other  party (i) that this
Agreement  constitutes its valid and binding obligation,  enforceable against it
in accordance with its terms, except as enforceability  hereof may be limited by
bankruptcy,  insolvency,  reorganization  or other laws affecting  generally the
enforcement  of  creditors'   rights  and  except  as  the  remedy  of  specific
performance and injunctive and other forms of equitable relief may be subject to
equitable  defenses;  (ii) that  neither  the  execution  nor  delivery  of this
Agreement  or the  performance  by it of any of  the  covenants  hereunder  will
constitute a default under any contract,  agreement or obligation to which it is
a party or by which it or any of its property is bound;  (iii) that there are no
lawsuits,   arbitrations,   actions  or  other  proceedings  (equitable,  legal,
administrative  or  otherwise)  pending  or  (to  the  best  of  its  knowledge)
threatened which could 


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adversely  affect  the  validity  or  enforceability  of this  Agreement  or its
obligations  or ability  to  perform  its  obligations  hereunder;  (iv) that no
consent,  approval or  authorization  of, or notification  to, any  governmental
entity  or any  other  person  or entity  is  required  in  connection  with the
execution, delivery or performance of this Agreement by it; (v) that it shall be
responsible  for  obtaining  and  maintaining  any  and  all  licensure  for its
activities  under this  Agreement;  (vi) that it will comply with all applicable
federal,  state  and  local  laws and  regulations  in  performing  its  duties,
obligations and operations under this Agreement,  including, without limitation,
all licensing laws and regulations and laws and regulations relating to Medicare
and Medicaid  reimbursement;  (vii) that it shall not during the Term fall under
any  restriction  prohibiting  or limiting  its ability to enter into or perform
under  this  Agreement;  and  (viii)  that it shall not  during  the  Term,  and
thereafter, act in any matter inconsistent with the rights of the other party as
set forth in this  Agreement or in a manner so as to prejudice the reputation of
the other party.

          5. MUTUAL COVENANTS.

               5.1  Specialty   Physician   Management   Services.   Allied  and
CareAdvantage will perform Specialty  Physician  Management Services in a manner
that  complies  with the  obligations  under  contracts  with the  Blues  Plans.
Specialty Physician Management Services will include the Front Room Services and
the Back Room  Services.  For this  purpose,  "Front  Room  Services"  means the
marketing  and  implementation  of  Specialty  Physician   Management  Services,
including  physician  and plan  contracting,  mailings and required  educational
services. "Back Room Services" includes customer services, claims status and all
claims  processing,   including  generation  of  reports  and  required  medical
information  systems support.  Allied and CareAdvantage will perform the work in
the following manner:

                    5.1.1 First Annual  Period.  During the first Annual Period,
Allied will perform all Specialty Physician  Management Services under the Blues
Plans.

                    5.1.2 Second Annual Period. During the second Annual Period,
Allied will perform Specialty  Physician  Management  Services for all but up to
two Blues  Plans.  CareAdvantage  will have the  option to  provide  Front  Room
Services for up to two Blues Plans for which Allied has not provided  Front Room
Services  pursuant to  Subsection  5.1.1 and,  in such  event,  Allied will only
provide Back Room  Services for such Blues Plans.  Allied will also  continue to
train CareAdvantage in Specialty Physician  Management  Services.  CareAdvantage
may exercise its option by providing  written notice to Allied no later than ten
business  days  prior  to the  effective  date  of any  contract  for  Specialty
Management  Services with any such Blues Plan. If written notice is not provided
to Allied as set forth herein,  CareAdvantage shall be deemed to have waived its
option with respect to such Blues Plan.

                    5.1.3 Third Annual  Period.  During the third Annual Period,
Allied  will  perform  Specialty  Physician  Management   Services,   except  at
CareAdvantage's  option,  CareAdvantage  may provide Front Room Services for any
Blues Plans for which Allied has not provided  Front Room  Services  pursuant to
Subsection 5.1.1 or 5.1.2.


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<PAGE>

               5.2 Designating  Party.  Allied and  CareAdvantage  will mutually
agree on whether Allied,  CareAdvantage or some other jointly  controlled entity
should be the appropriate party to any contract to provide  Specialty  Physician
Management  Services  to any  Blues  Plan.  Hereinafter,  the  party  which  has
contracted  with  a  Blues  Plan  is  sometimes  hereinafter  referred  to  as a
"Contracting Party."

               5.3  Marketing  Program.  The  parties  agree that it is in their
mutual  interest  to  create a high  level of  demand  for  Specialty  Physician
Management  Services  through a  professional  planned  promotion  and marketing
campaign  targeting the Blues Plans, which presents a uniform high quality image
with respect to  Specialty  Physician  Management  Services.  The parties  shall
jointly develop the promotion and marketing campaign.

               5.4  Reporting  Requirement.  The  parties  agree  that they will
report to, and maintain  consistent  communication with, the President and other
executives of each party and any other related  entities,  and otherwise conduct
the duties  required  pursuant to this  Agreement in a manner that  enhances and
promotes the transactions contemplated hereby.

               5.5 Expenses.  All marketing and sales  expenses will be borne by
the parties in the same  proportion  as they share in the  Service Fee  (defined
below).

               5.6 Modification of Compensation.  Notwithstanding the provisions
of Section 7 below,  the parties  recognize  that some of the products  that are
being  or will be  offered  to  customers  for  Specialty  Physician  Management
Services  may not fit the  economic  model  envisioned  at  Section 7. In such a
situation,  the parties agree that they will in good faith attempt to revise the
economic structure to create a budget tailored to the needs of the customer, and
to  appropriately  divide the Service  Fee. If the parties  cannot  agree to any
modification  of  compensation  hereunder,  they shall submit their  disputes to
arbitration pursuant to Subsection 11.10.

          6. STATUS; INDEPENDENT CONTRACTOR. In fulfilling their obligations and
carrying  out their duties and  obligations  under this  Agreement,  the parties
shall be independent contractors.  Neither this Agreement nor the fulfillment of
any of its terms or  obligations  of the parties under this  Agreement  shall be
deemed  or  construed   (i)  to  create  any   partnership,   joint  venture  or
employer/employee  relationship between the parties, or any affiliate, employee,
officer,  agent or  associate  of a  party,  or (ii) to  cause  any  party to be
responsible  in any way for the debts,  liabilities  or obligations of any other
party.

          7. COMPENSATION.

               7.1  Capitation  Payments.  The  Blues  Plans  will  pay  to  the
Contracting  Party  payments,  on a per  member,  per month  basis  ("Capitation
Payments").  The parties shall  allocate,  on a contract by contract  basis,  an
agreed upon  percentage  of the  Capitation  Payments  as payment for  Specialty
Physician Management Services (the "Service Fee"); provided, however, that in no
event shall the Service Fee for any Blues Plan be less than 9% of the Capitation
Payments.  The  remainder  of the  Capitation  Payments  shall be  allocated  to
physicians  who rendered  specialty  health care  services to Blues Plan enrolls
during the prior month,  as a 


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<PAGE>

part of the Back Room Services.  The Services fee shall be allocated between the
parties in the following manner:

                    7.1.1 First Annual  Period.  During the first annual  Period
(i) 9% of the Capitation Payments will be allocated to Allied (2% for Front Room
Services  and 7% for Back Room  Services),  and (ii) any  remaining  Service Fee
shall be divided equally between the parties.

                    7.1.2 Second Annual Period.  During the Second Annual Period
(i) 2% of the  Capitation  Payments will be allocated for Front Room Services to
either Allied or  CareAdvantage,  as the case may be, (ii) 7% of the  Capitation
Payments  shall be  allocated  to Allied for Back Room  Services,  and (iii) any
remaining Service Fee shall be divided equally between the parties.

                    7.1.3 Third Annual  Period.  During the Third Annual  Period
(i) 2% of the  Capitation  Payments will be allocated for Front Room Services to
either Allied or  CareAdvantage,  as the case may be, (ii) 7% of the  Capitation
Payments  shall be  allocated  to Allied for Back Room  Services,  and (iii) any
remaining Service Fee shall be divided equally between the parties.

               7.2 Payment of Service Fee. The  Contracting  Party shall receive
Capitation Payments for the benefit of Allied,  CareAdvantage and physicians who
render specialty health care services to Blues Plan enrollees and,  accordingly,
shall have contractual and fiduciary  obligations to manage Capitation  Payments
in accordance  with this  Agreement.  Any and all  Capitation  Payments shall be
deposited into a separate  account  maintained by the Contracting  Party for the
purpose  of  receiving  and  disbursing  Capitation  Payments  as set  forth  at
Subsection  7.1 (the  "Account").  Disbursements  from the  Account,  whether by
check, wire or otherwise,  shall require the signature of one  representative of
Allied and one  representative of  CareAdvantage.  Funds shall be disbursed from
the Account,  as set forth at  Subsection  7.1, by federal  funds wire  transfer
within  five  business  days after  deposit of a check  representing  Capitation
Payments  into  the  Account.  The  parties  acknowledge  that  disbursement  of
Capitation  Payments in a timely  manner is  essential  in order to, among other
things, compensate physicians who render specialty health care services to Blues
Plan enrollees.

               7.3 Additional Payments.

                    7.3.1  Payments to Allied.  Allied shall  receive 20% of the
Profits  earned  by  CareAdvantage  during  the  life  of the  contract  for the
provision of utilization  management and/or disease  management  services to any
third party payor if Allied  provides  Substantial  Assistance in obtaining such
business  relationship  for  CareAdvantage.  For  purposes  of  this  Agreement,
"Substantial Assistance" means bringing a party in contact with persons, whether
individuals  or entities,  that are  instrumental  in such  party's  obtaining a
business  relationship with a third party payor within six months of the initial
contact. For purposes of this Agreement, "Profits" means the total fees received
by CareAdvantage or Allied, as applicable,  for services rendered, less expenses
(including an allocable portion of corporate  overhead)  

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<PAGE>

reasonably approved by the other party, but before interest, taxes, amortization
and extraordinary events.

                    7.3.2 Payments to CareAdvantage. CareAdvantage shall receive
20% of the  Profits  earned by  Allied  after  deducting  for the  provision  of
Specialty  Physician  Management Services to any third party payor (other than a
Blues Plan) if CareAdvantage  provides Substantial  Assistance in obtaining such
business relationship for Allied.

               7.4 Exclusions  from  Capitation  Payments.  Notwithstanding  the
provisions  of Subsection  7.1 above,  Capitation  Payments  under the following
Blues Plan contracts will be allocated as follows:

                    7.4.1  Allied  has  an  existing   written   agreement  with
Medigroup of New Jersey, Inc. d/b/a HMO Blue ("HMO Blue"), dated January 2, 1997
(the  "HMO  blue  Agreement").  The HMO Blue  Agreement  was  amended  by letter
agreement  dated March 1, 1997 by and among HMO Blue,  Allied and  CareAdvantage
(the Letter  Agreement").  The  Capitation  Payments  payable under the HMO Blue
Agreement,  as  amended  by the  Letter  Agreement,  will be  excluded  from the
Capitation Payments  distributed above and will be allocated pursuant to the HMO
Blue Agreement and the Letter Agreement.

                    7.4.2  If  Specialty   Physician   Management  Services  are
performed  for Blues  Plans in Rhode  Island,  Vermont or Maine,  the  remaining
Capitation  Payments  described at Paragraphs  7.1.1 (ii), 7.1.2 (iii) and 7.1.3
(iii) will be divided 60% to CareAdvantage and 40% to Allied.

                    7.4.3  If  Specialty   Physician   Management  Services  are
performed for Blues Plans in North Carolina or Virginia,  then,  notwithstanding
Subsection 5.1, Allied will perform both Front and Back Room Services during the
life of the  contract,  but  CareAdvantage  will be  paid by  Allied  10% of the
Service Fee. Further, if CareAdvantage performs case management services for any
Blues Plans in North Carolina or Virginia,  Allied will be paid by CareAdvantage
40% of the Profits earned by CareAdvantage for such services.

               7.5 Books,  Records and Reports.  Disbursements  from the Account
pursuant to Subsection  7.2, and other payments  pursuant to Subsections 7.3 and
7.4, shall be accompanied by a detailed report setting forth  computations  with
respect thereto.  If the receiving party (the "Receiving  Party") shall disagree
with the computations set forth in any such report, the Receiving Party shall be
entitled to inspect and conduct an audit of the  Contracting  Party's  books and
records with respect to  Capitation  Payments  and other  payments  described in
Subsection 7.3 and 7.4, as applicable.  The  Contracting  Party shall  cooperate
with the  Receiving  Party  and its  representatives  during  the  course of the
inspection and audit,  and shall make its books and records with respect to such
payments available at its offices during normal business hours, or at such other
time and place as the parties shall agree,  and in all cases without  disruption
to the business of the Contracting  Party. Upon completion of the inspection and
audit,  the parties  shall  reconcile  and  promptly pay any amounts owed to one
another.  If additional amounts owed to the Receiving Party exceed $25,000,  the
Contracting  Party shall pay all  reasonable  fees and expenses  incurred by the
Receiving Party in connection with the Receiving  


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<PAGE>

Party. If the parties  disagree with the results of the inspection and audit, or
if the Receiving  Party  determines not to conduct an inspection and audit,  the
parties agree to negotiate in good faith, for a period of 45 days from the later
of the date of the report in dispute an the date of completion  of the audit,  a
settlement  of payments  owed to one  another.  If the parties do not come to an
agreement  on or before the end of such 45-day  period,  they shall  submit such
matters to arbitration pursuant to Subsection 11.10.

          8. NON-DISCLOSURE, NON-SOLICITATION AND EXCLUSIVITY.

               8.1  Non-Disclosure.  The  parties  agree  that  all  information
pertaining to the prior,  current or contemplated  businesses of the parties and
any affiliated entity  constitutes the valuable and confidential  assets of that
party. Such information includes,  but is not limited to, information related to
trade  secrets,  management  techniques  and systems,  medical  review  systems,
financial  analyses,  provider  lists and  information  relating  to  providers,
supplier list,  suppliers,  client lists,  marketing studies and plans, computer
software used by and/or developed by or for that party, financing techniques and
sources,  profit and loss and other  financial  statements  of that party or any
affiliated entity,  this Agreement and any other confidential  information which
is of special  and  unique  value to that party or any  affiliated  entity.  The
parties shall hold all such  information  in trust and  confidence for the other
party or any affiliated  entity and shall not use such information other than in
connection with the performance of duties under this Agreement. In addition, all
such  information  will not be  disclosed  to any third party  without the prior
written  consent of the other  party;  provided,  however,  that (i) any of such
information may be disclosed to those of a party's  representatives  who need to
know such information for the purpose of performing  duties under this Agreement
(it being  understood  that (a) such  representatives  shall be  informed by the
party of the  confidential  nature of such information and (b) shall be directed
by the party to treat such information  confidentially,) and (ii) any disclosure
or other use of the information may be made to which the other party consents in
advance in writing.  Each of the parties agree to be responsible  for any breach
of  this  Agreement  by  any  person  to  whom  such  party  has  provided  such
information,  or any portion  thereof.  If a party or any person to whom a party
has provided such  information  becomes  legally  compelled  (by oral  question,
deposition,  interrogatory, request for documents, subpoena, civil investigative
demand or similar  process) to disclose  any such  information,  the party shall
promptly  notify the other party of such  requirement  before any  disclosure is
made so that the other party may seek a  protective  order or other  appropriate
remedy  and/or  waive  compliance  with  the  terms of this  Agreement.  If such
protective  order or other remedy is not obtained,  or if the other party waives
compliance with the provisions  hereof,  the party agrees that only that portion
of the information  which the party is legally  required to disclose (as advised
by a written  opinion of counsel)  will be  disclosed,  and the party  agrees to
exercise best efforts to obtain  assurance that the information  will be treated
confidentially upon disclosure.  The parties and their representatives shall not
be liable for the disclosure to such tribunal  unless such disclosure was caused
or resulted from a disclosure by the parties or their respective representatives
not permitted hereunder.

               8.2 Non-Solicitation/Non-Competition.  For a period of five years
after expiration or termination of this Agreement,  CareAdvantage agrees that it
will not, directly or indirectly,  other than pursuant to Subsection 3.2 of this
Agreement  or with  respect to any Blues Plan,  provide,  or have any  interest,
whether as an employee,  officer, director,  shareholder,  


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partner,  contractor,  consultant  or  advisor,  in any  person or  entity  that
provides,  Specialty  Physician  Management  Services  to a third party payor or
physician  network  which has its  principal  office  located in any state where
Allied provides  Specialty  Physician  Management  Services or is negotiating to
provide  Specialty  Physician  Management  Services at the time of expiration or
termination of this Agreement.  In Addition,  CareAdvantage  agrees that, during
the Terms of this Agreement and for a period of five years  thereafter,  it will
not directly or indirectly  (i) interfere with or disrupt or attempt to disrupt,
or take any action that could  reasonably  be  expected to disrupt,  any past or
present or prospective  relationship,  contractual or otherwise,  between Allied
any  third  party  payor,   physician  network,   physician,   supplier,   sales
representative or employee of Allied;  (ii) solicit for employment or attempt to
employ,  or assist any other entity in employing or soliciting  for  employment,
either on a full-time or part-time or consulting  basis,  any employee who is or
was employed by Allied;  or (iii) solicit any person to whom Allied has provided
or currently provides Specialty  Physician  Management  Services,  in any manner
which interferes or might interfere with such person's relationship with Allied,
or in any effort to obtain such person for any person or entity that is directly
or indirectly in competition with Allied.

               8.3  Exclusivity.  The  parties  agree to  devote  the  requisite
ability,  attention,  energy,  knowledge,  loyalty,  skills,  talent and time to
properly  develop,   market  and  promote  the  Specialty  Physician  Management
Services. During the Term, the parties agree that they will not provide, or have
any interest, whether as an employee, officer, director,  shareholder,  partner,
contractor,  consultant  or  advisor,  in any  person or entity  that  provides,
Specialty  Physician  Management  Services,  whether or not compensated,  to any
Blues  Plan  except  pursuant  to this  Agreement.  Further,  during  the  Term,
CareAdvantage agrees that it will not provide, or have any interest,  whether as
an employee, officer, director, shareholder,  partner, contractor, consultant or
advisor, in any person or entity that provides,  Specialty Physician  Management
Services  to any third party  payors  other than the Blues  Plans  through  this
Agreement.

               8.4  Reasonableness of Restrictions.  CareAdvantage  acknowledges
that,  during the Term of this  Agreement,  it will become  acquainted  with the
methods of performing and promoting Specialty Physician Management Services, and
each party  acknowledges  that it will acquire  other  confidential  information
concerning  the other party's  business that could be used to the detriment of a
party.  The  parties  further  agree and  acknowledge  that the  services  being
rendered  hereunder  are of a special  and  original  character  that gives them
unique value, that the provisions of Section 8 are, in view of the nature of the
business of the parties,  reasonable  and  necessary  to protect the  legitimate
interest of the parties,  that a party's  violation  of any of the  covenants or
agreements  hereof would cause  irreparable  injury to the other party, that the
remedy  at law for any  violation  or  threatened  violation  thereof  would  be
inadequate  and that  non-offending  party shall be entitled  to  temporary  and
permanent  injunctive  or other  equitable  relief  as it may  deem  appropriate
without the accounting of all earnings, profits, and other benefits arising from
or lost as a result of any such violation,  which rights shall be cumulative and
in addition to any other rights or remedies available to such party. The parties
hereby agree that, if any such violation shall occur,  the  non-offending  party
shall be entitled to commence an action for any such  preliminary  and permanent
injunctive relief and other equitable relief.


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<PAGE>

               8.5 Enforcement of Restrictions.  The parties  recognize that the
laws and public policies of the State of Florida and their interpretation may be
uncertain  as to the  validity and  enforceability  of certain of the  provision
contained herein. It is the intention of the parties that the provisions of this
Agreement  shall be  enforced to the fullest  extent  permissible,  but that the
unenforceability  (or the  modification  to  conform  with  such  laws or public
policies) of any provision  hereof shall not render  unenforceable or impair the
remainder of this  Agreement.  Accordingly,  if any provision of this  Agreement
shall be deemed to be invalid or unenforceable, either in whole or in part, this
Agreement  shall be deemed to delete or  modify,  as  necessary,  the  offending
provision and to alter the balance of this Agreement in order to render the same
valid  and   enforceable  to  the  fullest  extent   permissible  as  aforesaid.
Accordingly, if the provisions of Section 8 relating to the area of restriction,
period of time or scope,  shall be deemed to exceed the maximum area,  period of
time or scope which a court of competent  jurisdiction  would deem  enforceable,
said are,  period of time or scope  shall for  purposes  of this  Agreement,  be
deemed  to be the  maximum  area or  period  of time or  scope  which a court of
competent jurisdiction would deem valid and enforceable. The parties acknowledge
and agree that the covenants contained in Section 8 are a separate and essential
element of this  Agreement,  and that,  but for the agreement of the other party
that are independent of any other provision in this Agreement.  The existence of
any  claim or cause of  action  of a party  against  the  other  party,  whether
predicated  on this  Agreement or otherwise,  shall not  constitute a defense to
enforcement  of such  covenants.  The  parties  hereto  hereby  agree  that  the
provisions of Section 8 of this Agreement  shall survive the termination of this
Agreement  and shall  survive the  expiration  or  termination  of the  parties'
relationship with one another,  whether pursuant to this Agreement or otherwise.
Furthermore,  the provisions of Section 8 shall be enforceable by the successors
and permitted assigns of the parties.

          9.  INDEMNITY.  Subject to the terms and  conditions  set forth below,
each party (as appropriate,  the  "Indemnifying  Party") agrees to indemnify and
hold harmless the other party, and such party's affiliates, and their respective
officers,  directors,  employees and agents (as  appropriate,  the  "Indemnified
Party"),   from  and  against  any  and  all   liabilities,   damages,   claims,
deficiencies,  assessments, losses, suits, proceedings, actions, investigations,
penalties,   interest,   costs  and  expenses,   including  without  limitation,
reasonable fees and expenses of counsel  (whether suit is instituted or not and,
if  instituted,  whether  at  trial  or  appellate  levels)  (collectively,  the
"Liabilities"),  arising from or in  connection  with any breach or violation by
the Indemnifying  Party of any of the covenants or agreements  contained in this
Agreement. This section shall not relieve either party from any liability it may
have for its own  negligence,  whether by act or omission,  and the  negligence,
whether by act or omission, of its employees,  agents,  officers, and directors.
The  obligations  and  covenants  contained  in this section  shall  survive the
expiration or termination of this Agreement.

          10.  NOTICE.  Any  notice  to be  given  hereunder  shall  be given in
writing.  Notice shall be deemed to be given when  delivered by hand to, or sent
by overnight delivery,  confirmed facsimile,  or postage prepaid,  registered or
certified with return receipt requested addressed to:

               If to Allied:


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<PAGE>

               760 Northwest 107th Avenue
               Suite 100
               Miami, Florida  33172
               Attn:  David Russin, M.D., President

               With a copy to:

               Broad and Cassel
               201 South Biscayne Boulevard
               Suite 3000
               Miami, Florida 33131
               Attn:  Mike Segal, P.A.

               If to CareAdvantage:

               485-C, Route 1 South
               Iselin, New Jersey 08830
               Attn:  Robert J. Ailes, M.D., President

               If to Parent:

               485-C, Route 1 South
               Iselin, New Jersey 08830
               Attn:  Thomas P. Riley, President

               With a copy in both cases to:

               Epstein Becker & Green, P.C.
               250 Park Avenue
               New York, New York 10177
               Attn:  Paul D. Squire, Esq.

Or to such other  address as either party may specify to the other in writing in
the manner set forth herein.  Any such notice shall be effective  when delivered
in person or sent by  facsimile,  one business day after being sent by overnight
delivery or three  business  days after being sent by  registered  or  certified
mail,  except that notices for changes of address  shall be effective  only upon
receipt.

          11. MISCELLANEOUS.

               11.1  Severability.  Each provision hereof is severable from this
Agreement,  and if one or more  provisions  hereof  are  declared  invalid,  the
remaining  provisions shall nevertheless remain in full force and effect. If any
provision of this Agreement is so broad, in scope or duration or otherwise as to
be unenforceable,  such provision shall be interpreted to be only so broad as is
enforceable.


                                       10
<PAGE>

               11.2 No  Waiver.  The  failure  to enforce at any time any of the
provisions of this Agreement or to require at any time  performance by the other
party  of any of the  provisions  hereof  shall in no way be  construed  to be a
waiver of such  provisions or to affect the validity of this  Agreement,  or any
part thereof,  or the right of either party thereafter to enforce each and every
such provision in accordance with the terms of this Agreement.

               11.3  Entire  Agreement.   This  Agreement  contains  the  entire
agreement  between the parties and supersedes any and all prior  understandings,
agreements or correspondence between the parties, including the letter of intent
between the parties  dated March 18, 1997.  It may not be amended or extended in
any respect except by a writing signed by both parties hereto.

               11.4 Governing Law;  Venue.  This Agreement has been executed and
delivered and shall be construed,  governed by, and enforced and  interpreted in
accordance  with,  the laws of the State of  Florida.  Venue of any  actions  to
enforce this Agreement  shall be in a Court of competent  jurisdiction in Miami,
Dade County, Florida.

               11.5  Attorney's  Fees and  Costs.  In the  event of any  action,
dispute, litigation or other proceeding, including appeals, with respect to this
Agreement,   the  prevailing  party  shall  be  entitled  to  recover  from  the
non-prevailing party all reasonable fees, costs and expenses of counsel incurred
in connection with such action, dispute, litigation or other proceeding, whether
or not litigation is instituted,  and if instituted, at both trial and appellate
levels, in addition to any other relief to which the parties may be entitled.

               11.6  Assignment.  Neither this Agreement nor any right,  remedy,
obligation or liability arising hereunder or by reason hereof may be assigned or
delegated by either party without the prior written  consent of the other party;
provided,  however, that Allied may assign its rights and obligations under this
Agreement to Florida Specialty Network, Ltd., a Florida limited partnership.

               11.7  Counterparts.  This  Agreement  may be executed in multiple
counterparts,  each of which shall be deemed to be an original  and all of which
together shall be deemed to be one and the same instrument.

               11.8  Authority/Execution.   Each  signatory  to  this  Agreement
represents  and warrants that he possesses all necessary  capacity and authority
to act for, sign and bind the respective  entity or person on whose behalf he is
signing.

               11.9   Legislative   Amendments.   During   the  Term   of,   and
notwithstanding  any other  provisions  of, this  Agreement,  the parties hereto
agree that, if any federal,  state or local government or agency passes, issues,
promulgates, or modifies any law, court decision, rule, regulation,  standard or
interpretation  ("Legislative  Amendment"),  the  parties  will  abide  by  said
Legislative  Amendment.  Further,  the parties agree that the Agreement shall be
construed as if amended to comply therewith,  unless the parties agree that such
Legislative Amendment requires specific modification of this Agreement, in which
case the parties shall  cooperate in negotiating  the required  modification(s).
If, within 60 days after passage of the 


                                       11
<PAGE>

Legislative  Amendment,  the  parties  are not able to agree that such a dispute
shall be  submitted  immediately  after the said 60 day  period  to  arbitration
pursuant  to  Subsection  11.10  of  this  Agreement  or this  Agreement  may be
terminated in accordance with its terms.

               11.10  Arbitration.  Except as  otherwise  provided  herein,  any
controversy,  dispute  or  disagreement  arising  out  of or  relating  to  this
Agreement,  or the breach thereof,  shall be settled exclusively by arbitration,
which shall be  conducted in Miami,  Florida in  accordance  with the  Expedited
Procedures of the NHLA Alternative Dispute Resolution Service Rules of Procedure
for  Arbitration,  and judgment on the award  rendered by the  arbitrator may be
entered in any court having jurisdiction thereof. The parties shall be obligated
to  continue  their  respective  obligations  in  accordance  with the terms and
conditions of this  Agreement  until the dispute under this section is resolved,
unless otherwise ordered by the arbitrator.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
signed by their duly authorized representatives on the date first above written.

                                       ALLIED HEALTH GROUP, INC.

                                       By:  /s/David Russin, M.D.
                                          --------------------------------------
                                               David Russin, M.D.
                                               President/CEO

                                       CAREADVANATAGE HEALTH SYSTEMS, INC.

                                       By:  /s/Robert J. Ailes, M.D.
                                          --------------------------------------
                                               Robert J. Ailes, M.D.
                                               President

                                       CAREADVANTAGE, INC.

                                       By:  /s/Thomas P. Riley
                                          --------------------------------------
                                               Thomas P. Riley
                                               President/CEO
  
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