<PAGE>   1
                                                                   Exhibit 10.21


                               TABLE OF CONTENTS

<TABLE>
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ARTICLE I  PURCHASE AND SALE OF ASSETS ................................................    1

         1.1  Purchased Assets.........................................................    1

         1.2  Excluded Assets..........................................................    3

ARTICLE II  PURCHASE PRICE; LIABILITIES; OTHER MATTERS ................................    3

         2.1  Payment of Purchase Price................................................    3

         2.2  Excluded Liabilities.....................................................    4

         2.3  Allocation of the Purchase Price Among the Purchased Assets..............    4

ARTICLE III  CLOSING ..................................................................    4

         3.1  Time and Place of the Closing............................................    4

         3.2  The Sellers' Deliveries at the Closing...................................    4

         3.3  The Buyer's Deliveries at the Closing....................................    5

ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF SELLERS .................................    6

         4.1  Organization, Power and Authority........................................    6

         4.2  Capital Structure........................................................    7

         4.3  Authorization, Binding Obligation........................................    7

         4.4  No Violations or Defaults................................................    7

         4.5  Contracts, Leases and Other Agreements...................................    7

         4.6  Litigation...............................................................    8

         4.7  Sellers' Employees.......................................................    8

         4.8  Labor Relations of Sellers...............................................    8

         4.9  No Untrue or Inaccurate Representations or Warranties....................    9

         4.10  Good Title to and Condition of the Purchased Assets.....................    9

         4.11  Licenses................................................................    9

         4.12  Proprietary Rights......................................................   10

         4.13  Relationships with Customers and Others.................................   10

         4.14  Employee Benefits.......................................................   11

         4.15  Legal Compliance........................................................   12

         4.16  No Unrecorded Fund, No False Entries....................................   12

         4.17  Compliance with Fictitious Name Statutes................................   12

         4.18  Brokers' Fees...........................................................   12
</TABLE>


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                               TABLE OF CONTENTS

<TABLE>
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         4.19  Year 2000 Compliance....................................................   13

         4.20  Software................................................................   13

         4.21  Billing Practices.......................................................   13

ARTICLE V  REPRESENTATIONS AND WARRANTIES OF THE BUYER ................................   13

         5.1  Organization, Power and Authority........................................   13

         5.2  Authorization, Binding Obligation........................................   13

         5.3  No Violations or Defaults................................................   14

         5.4  Brokers' Fees............................................................   14

ARTICLE VI  ADDITIONAL COVENANTS OF THE PARTIES .......................................   14

         6.1  Conduct of the Business Pending the Closing..............................   14

         6.2  Access to Each Seller's Premises, Records, Vendors and Suppliers.........   15

         6.3  No Other Discussions.....................................................   16

         6.4  Noncompetition Agreement.................................................   16

         6.5  Prorations and Adjustments...............................................   18

         6.6  Holdback Funds...........................................................   18

         6.7  Further Assurances.......................................................   19

         6.8  Disclosure of Breach or Futility.........................................   19

         6.9  Post-Closing Retention of Records........................................   19

         6.10  Termination of Sellers' Employees.......................................   20

         6.11  Accounts Receivable.....................................................   20

         6.12  Taxes...................................................................   20

         6.13  Net Working Capital.....................................................   21

         6.14  Timely Compliance With Employment Related Laws..........................   21

         6.15  401(k) Plan Distribution and Rollover...................................   22

ARTICLE VII  CONDITIONS TO THE OBLIGATION OF THE BUYER ................................   22

         7.1  Accuracy of Representations and Warranties...............................   22

         7.2  Performance of Obligations...............................................   22

         7.3  Philadelphia Health and Education Corporation............................   22

         7.4  No Pending or Threatened Litigation......................................   22

         7.5  No Change to the Business................................................   23
</TABLE>


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                               TABLE OF CONTENTS

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         7.6  Closing Deliveries.......................................................   23

ARTICLE VIII  CONDITIONS TO OBLIGATION OF SELLERS .....................................   23

         8.1  Accuracy of the Buyer's Representations and Warranties...................   23

         8.2  Performance of Obligations...............................................   23

         8.3  Closing Deliveries.......................................................   23

         8.4  No Pending or Threatened Litigation......................................   24

ARTICLE IX  CERTAIN ACTIONS AFTER THE CLOSING .........................................   24

         9.1  Power of Attorney........................................................   24

         9.2  Post-Closing Matters.....................................................   24

         9.3  Legal Support Services. .................................................   25

         9.4  Nonassignability of Assets ..............................................   25

         9.5  Third Party Consents and Termination Statements .........................   26

ARTICLE X  INDEMNIFICATION ............................................................   27

         10.1  Survival of Representations and Warranties..............................   27

         10.2  The Buyer's Right to Indemnification....................................   27

         10.3  Sellers' Right to Indemnification.......................................   27

         10.4  Terms and Conditions of Indemnification.................................   27

         10.5  Payment of Indemnity Obligations; Certain Limitations on
               Parent's/Sellers' Indemnity Obligations.................................   29

ARTICLE XI  MISCELLANEOUS .............................................................   29

         11.1  Failure of Conditions; Breach...........................................   29

         11.2  Termination of Obligations by Mutual Agreement..........................   30

         11.3  Risk of Loss of Purchased Assets Prior to Closing.......................   30

         11.4  Disclosure Schedules....................................................   30

         11.5  Binding Effect..........................................................   30

         11.6  Entire Agreement........................................................   31

         11.7  Execution in Counterpart................................................   31

         11.8  Notices.................................................................   31

         11.9  Governing Law...........................................................   32

         11.10  Representation by Counsel..............................................   32
</TABLE>


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                               TABLE OF CONTENTS

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         11.11  Assignment, Successors and Assigns.....................................   32

         11.12  Specific Performance...................................................   32

         11.13  Severability...........................................................   32
</TABLE>


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<PAGE>   5
                            ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement (the "Agreement") is made and entered
into this 14th day of May, 1999 by and among ADVANCED HEALTH MANAGEMENT
CORPORATION, a Delaware corporation, INTEGRATED MEDICAL MANAGEMENT, INC., a
Delaware corporation, ADVANCED HEALTH CORPORATION d/b/a AHT CORPORATION, a
Delaware corporation (the "Parent") (each a "Seller" and collectively, the
"Sellers") and PRACTICARE, INC., a Delaware corporation (the "Buyer") (each, a
"Party" and collectively, the "Parties"). This Agreement and each of the
documents, instruments and certificates contemplated or required hereunder or
delivered in connection herewith or therewith or pursuant hereto or thereto,
collectively, are hereinafter referred to as the "Operative Documents".

                                   WITNESSETH:

WHEREAS, subject to the terms and conditions hereof, the Sellers desire to sell,
transfer and assign to the Buyer, and the Buyer desires to purchase and assume
from the Sellers, as set forth herein: (i) substantially all of the assets of
the Sellers which are used in conducting the Sellers' business of providing
physician practice management, billing and consulting services to independent
and hospital-affiliated physician practices and managed care administrative
services as conducted in Sellers' Atlanta, Georgia and Malvern, Pennsylvania
facilities, as well as with respect to Sellers' Mid Atlantic Cardiology, United
Physicians of Brooklyn, Prime Health Network and Mount Kisco consulting
agreements, except as explicitly excluded in Section 1.2 hereof (the
"Business"); and (ii) certain trade and equipment-related payables incurred by
the Sellers in the ordinary course of the Business for the purchase price
specified herein.

         NOW, THEREFORE, in order to consummate said purchase and sale, and in
consideration of the mutual representations, warranties, agreements, covenants
and conditions set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                   ARTICLE I

                           PURCHASE AND SALE OF ASSETS

         1.1      PURCHASED ASSETS.

         Each Seller agrees to sell, transfer, assign and deliver to the Buyer
at the Closing (defined in Section 3.1 below), free and clear of all liens,
pledges, options, security interests, charges, mortgages and encumbrances of
every kind (hereinafter, "Encumbrances"), subject: (i) to the obtaining of all
required consents or UCC-3 termination statements (other than from Progress Bank
which shall be obtained pursuant to Section 9.5(b) hereto); (ii) only to those
Encumbrances which exist on the Closing Date and are specifically described in
SCHEDULE 1.1(c) hereto; and (iii) to statutory liens for current Taxes (defined
in Section 4.10(c) below) or assessments not yet due or delinquent and
mechanics', carriers', workers', repairers' and other similar liens arising or
incurred in the ordinary course of business relating to obligations as to which
there is no default on the part of the Sellers (each, a "Permitted
Encumbrance"), for the Cash Purchase Price (defined in Section 2.1(a) below) and
on the terms and subject to the conditions set forth in this
<PAGE>   6
Agreement, all of such Seller's right, title and interest in and to all of the
properties and assets used in the conduct of the Business as conducted by the
Sellers on the date hereof, as set forth below (collectively, the "Purchased
Assets"). For purposes of clarity, the Sellers and the Buyer agree that those
assets of the Sellers which are set forth in Section 1.2 hereof are specifically
excluded from the purchase and sale described herein and such assets will remain
the property of and continue to be owned by the respective Sellers from and
after the Closing Date. The Purchased Assets shall be:

                  (a) each Seller's equipment, supplies, leasehold improvements,
furniture, fixtures and other fixed assets set forth in SCHEDULE 1.1(a) attached
hereto and made a part hereof (collectively, the "Fixed Assets");

                  (b) each Seller's receivables set forth in SCHEDULE 1.1(b)
relating to the Business (the "Purchased Receivables");

                  (c) each Seller's rights and benefits accruing to such Seller
under all orders, contracts, leases and agreements made by such Seller, and each
Seller's vendor and supplier relationships as the same relate to the Business,
as set forth in SCHEDULE 1.1(c) (collectively, the "Purchased Contract and Other
Rights");

                  (d) each Seller's: (i) accounting records and such other
records in whatever form needed as are reasonably necessary to collect the
Purchased Receivables and pay the Assumed Liabilities; (ii) each Seller's
operating data and operating records in whatever form and media which pertain to
the Business, including supplier lists, manuals, correspondence, mailing lists,
account lists, Works (as defined in various contracts included in the Purchased
Contract and Other Rights, except as specifically excluded on SCHEDULE 1.1(d))
and other similar documents and records as specified in SCHEDULE 1.1(d); and
(iii) advertising and sales materials as specified in SCHEDULE 1.1(d);

                  (e) the proprietary rights owned or licensed by each Seller
and used in the conduct of the Business, including, without limitation, all
trademarks, service marks and designs, trade names, trade secrets, technology,
software, operating systems, know-how, slogans, copyrights, processes, operating
rights, interfaces and other similar intangible property and rights relating to
the Business, as set forth in SCHEDULE 1.1(e) (collectively, the "Purchased
Proprietary Rights");

                  (f) each Seller's prepaid expenses relating to the Business
and as set forth in SCHEDULE 1.1(f), subject to adjustment as provided in
Section 6.5 below;

                  (g) each Seller's right and interest in and to the telephone
and facsimile numbers set forth in the attached SCHEDULE 1.1(g);

                  (h) each Seller's licenses and permits which pertain to the
Purchased Assets, the Business and/or the operation and conduct thereof, to the
extent transferable, as set forth in SCHEDULE 1.1(h); and


                                      -2-
<PAGE>   7
                  (i) each Seller's right, title and interest in and to all of
the goodwill associated with the Purchased Assets, the Business and/or the
conduct and operation thereof (the "Purchased Goodwill").

         1.2      EXCLUDED ASSETS.

                  (a) Notwithstanding anything to the contrary in Section 1.1
above, the Purchased Assets shall exclude the following assets of each Seller
(each an "Excluded Asset"): (i) the Purchase Price (as hereinafter defined) and
each Seller's other rights under this Agreement; (ii) any shares of the capital
stock of each Seller which are owned and held by such Seller as treasury shares;
(iii) each Seller's corporate minute books and stock records; (iv) cash on hand
(subject to proration obligations under Section 6.5 hereof) and all marketable
securities of each Seller (other than security deposits); (v) Advanced Health
Management Corporation's investment, and ownership interest, in Southern State
Eyecare, LLC; and (vi) all other assets which are not defined herein as
Purchased Assets.

                                   ARTICLE II

                   PURCHASE PRICE; LIABILITIES; OTHER MATTERS

         2.1      PAYMENT OF PURCHASE PRICE.

                  (a) In full consideration for performance of this Agreement by
each Seller, and delivery to the Buyer of the Purchased Assets, the Buyer
agrees, subject to the terms, conditions and limitations set forth in this
Agreement, to: (i) pay THREE MILLION ONE HUNDRED THIRTY-NINE THOUSAND DOLLARS
($3,139,000) (the "Cash Purchase Price") to the Sellers; and (ii) assume: (x)
the trade payables (the "Trade Payables") of the Sellers described in SCHEDULE
2.1(a)(ii)(x) attached hereto; (y) the equipment-related payables (the "Cap
Lease Obligations") of the Sellers described in SCHEDULE 2.1(a)(ii)(y) attached
hereto, and (z) the obligations of the Sellers arising and to be performed after
the Closing Date pursuant to the Purchased Contract and Other Rights ((x)
through (z), collectively, the "Assumed Liabilities").

                  (b) The Buyer will pay the Cash Purchase Price at the Closing
by: (i) delivering to or on behalf of the Sellers an amount equal to TWO MILLION
SIX HUNDRED EIGHTY-NINE THOUSAND DOLLARS ($2,689,000) (the "Closing Payment") by
wire transfer of immediately available funds in such amounts and to such
account(s) as are set forth in SCHEDULE 2.1(b); and (ii) delivering FOUR HUNDRED
FIFTY THOUSAND DOLLARS ($450,000) (the "Holdback Funds") to State Street Bank
and Trust Company, as escrow agent (the "Holdback Escrow Agent"), for the
benefit of the Sellers, and to secure the Sellers' obligations hereunder,
pursuant to the terms and conditions of an escrow agreement (the "Holdback
Escrow Agreement") in the form attached hereto as Exhibit A, subject to offset
as hereinafter provided (to be delivered to the Sellers in accordance with
SCHEDULE 2.3 upon the Holdback Termination Date (as defined in Section 6.6).


                                      -3-
<PAGE>   8
         2.2      EXCLUDED LIABILITIES.

         Except for the Assumed Liabilities, the Buyer does not assume and shall
not be liable for any of the debts, obligations or liabilities of any nature
whatsoever of any Seller, the Business or any other business of any Seller.

         2.3      ALLOCATION OF THE PURCHASE PRICE AMONG THE PURCHASED ASSETS.

         The Sellers and the Buyer agree that the Purchase Price shall be
allocated among the Purchased Assets and the noncompetition and nonsolicitation
agreement set forth in Section 6.4 hereof (the "Noncompetition Agreement") in
the manner set forth on the attached SCHEDULE 2.3. Each Seller acknowledges and
agrees that: (i) the Buyer is expressly relying on such Seller entering into the
Noncompetition Agreement; (ii) the Buyer's obligations hereunder are expressly
conditioned on such Seller entering into the Noncompetition Agreement; and (iii)
a portion of the Purchase Price paid hereunder is in consideration of such
Seller entering into the Noncompetition Agreement. Each Seller and the Buyer
agree that they will prepare and file their respective Tax Returns in accordance
with the allocation set forth on Schedule 2.3 hereto. Each Seller and the Buyer
further agree that they will prepare and file asset acquisition statements on
Form 8594 (and any equivalent statements) with their respective federal income
tax returns (and other Tax Returns (defined herein)) for the taxable year that
includes the Closing Date.

                                  ARTICLE III

                                     CLOSING

         3.1      TIME AND PLACE OF THE CLOSING.

         Subject to the satisfaction or waiver of all conditions to the
obligations of each Seller and the Buyer to consummate the transactions
contemplated hereby (other than conditions with respect to actions the
respective parties will take at the Closing itself), the closing of the
transactions contemplated by this Agreement (the "Closing") shall take place at
the offices of McDermott, Will & Emery, 50 Rockefeller Plaza, New York, New
York, or such other place as mutually agreed to by the Parent and the Buyer,
commencing at 10:00 a.m. local time on the later of: (a) May 14, 1999; or (b)
such other date as the Parent and the Buyer may mutually agree (the "Closing
Date").

         3.2      THE SELLERS' DELIVERIES AT THE CLOSING.

         At the Closing, each Seller shall execute and deliver or cause to be
delivered to the Buyer, properly executed and acknowledged by the Sellers where
applicable:

                  (a) General Assignment and Assumption Agreement and Bill of
Sale (the "Bill of Sale") in the form attached hereto as Exhibit B, executed by
the Sellers, and such other instruments, certificates, powers of attorney,
leases, assignments and other transfer documents and agreements, in each case in
such form as is satisfactory to the Buyer and its counsel, and as are necessary
to transfer the Purchased Assets to the Buyer as provided herein;


                                      -4-
<PAGE>   9
                  (b) Pay off letter evidencing discharge of indebtedness under
the Loan Agreement dated June 26, 1997 between Integrated Medical Management,
Inc. and Progress Bank, in the form attached hereto as Exhibit C;

                  (c) Corporate resolutions of each Seller, certified as of the
Closing Date by such Seller's Secretary, authorizing such Seller to undertake
the transactions contemplated hereunder and authorizing such Seller's
signatories to execute this Agreement and the other Operative Documents to which
such Seller is a party, such resolutions having been duly adopted and being in
full force and effect on the Closing Date;

                  (d) Certified copies of each Seller's Certificate of
Incorporation and By-laws, each as amended to date;

                  (e) A Certificate of each Seller's Secretary, certifying as to
the incumbency and genuine signature of each officer of such Seller executing
any of the Operative Documents;

                  (f) A Good-Standing Certificate with respect to each Seller
issued by the Secretary of State of: (i) such Seller's state of incorporation;
and (ii) any other state in which any Seller is authorized to do business as a
foreign corporation, each such certificate to be dated within ten (10) days of
the Closing Date;

                  (g) A certificate of the Chief Executive Officer and the
Treasurer in such capacity and on behalf of each Seller, dated the Closing Date
and in form reasonably satisfactory to the Buyer, certifying that the conditions
precedent set forth in Article VII have been satisfied;

                  (h) The Holdback Escrow Agreement executed by the Sellers;

                  (i) An opinion of O'Sullivan, Graev & Karabell, LLP, special
counsel to the Sellers, in the form attached hereto as Exhibit D, dated as of
the Closing Date and addressed to the Buyer; and

                  (j) Certification from each Seller under Section 1445(b)(2) of
the Internal Revenue Code of 1986, as amended, and the rules and regulations
thereunder, stating such Seller's taxpayer identification number and that such
Seller is not a foreign Person, substantially in the form of Exhibit E attached
hereto.

         3.3      THE BUYER'S DELIVERIES AT THE CLOSING.

         At the Closing, the Buyer shall execute and deliver or cause to be
delivered to the Sellers, properly executed and acknowledged where applicable:

                  (a) Corporate resolutions, certified as of the Closing Date by
the Buyer's Secretary, authorizing the Buyer to undertake the transactions
contemplated hereunder and authorizing the Buyer's signatories to execute this
Agreement and the


                                      -5-
<PAGE>   10
other Operative Documents to which the Buyer is a party, such resolutions having
been duly adopted and being in full force and effect on the Closing Date;

                  (b) The Closing Payment;

                  (c) The following Certificates, each to be dated the Closing
Date and in form reasonably satisfactory to the Sellers: (i) a Certificate of
the Buyer's Secretary certifying as to the incumbency and genuine signature of
each of the officers of the Buyer executing the Operative Documents; and (ii) a
Certificate of the Buyer's President, in such capacity and on behalf of the
Buyer, certifying that the conditions precedent set forth in Article VIII have
been satisfied;

                  (d) A Good-Standing Certificate issued by the Secretary of
State of the State of Delaware, such certificate to be dated within ten (10)
days of the Closing Date;

                  (e) The Holdback Escrow Agreement executed by the Buyer;

                  (f) Certified copies of the Buyer's Certificate of
Incorporation and By-laws, each as amended to date;

                  (g) An opinion of McDermott, Will & Emery, counsel to the
Buyer, in the form attached hereto as Exhibit F, dated as of the Closing Date
and addressed to the Sellers; and

                  (h) The Bill of Sale.

                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

         As a material inducement to the Buyer to enter into this Agreement and
to consummate the transactions contemplated hereunder, each Seller hereby,
jointly and severally, represents and warrants to the Buyer, as of the date of
execution of this Agreement and as of the Closing Date, as follows:

         4.1      ORGANIZATION, POWER AND AUTHORITY.

         Each Seller is a corporation duly organized, validly existing and in
good standing under the laws of such Seller's respective state of incorporation,
and is qualified as a foreign corporation in such states where qualification is
necessary for the conduct of the Business, except where failure to be so
qualified would not have a Material Adverse Effect (as defined below), and has
full corporate power and authority to: (i) own, lease and operate its properties
and to carry on the Business as it is now being conducted; (ii) enter into this
Agreement and to sell, convey, assign, transfer and deliver the Purchased Assets
for which it has an ownership interest in to the Buyer as provided herein; and
(iii) carry out the other transactions and agreements contemplated hereby.


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         4.2      CAPITAL STRUCTURE.

         Except as set forth in SCHEDULE 4.2, each Seller, except for Parent, is
a wholly-owned subsidiary of Parent.

         4.3      AUTHORIZATION, BINDING OBLIGATION.

         The execution and delivery of the Operative Documents to which any
Seller is a party, and the consummation of the transactions contemplated
thereby, have been duly authorized by all requisite corporate action of such
Seller. Each such Operative Document constitutes the legally valid and binding
obligation of such Seller and is enforceable against such Seller in accordance
with its respective terms, except to the extent that such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to creditors' rights generally and to general principles of
equity.

         4.4      NO VIOLATIONS OR DEFAULTS.

         The execution, delivery and compliance with and performance by each
Seller of the Operative Documents to which it is a party do not and will not:
(i) violate the Certificate of Incorporation or By-laws, or other similar
organizational documents, of any Seller, or any law, statute, rule, regulation,
order, judgment or decree to which any Seller is subject, except where such
violation would not reasonably be expected to have a material adverse effect on
the Purchased Assets, the Business, or the financial condition or results of
operations thereof (a "Material Adverse Effect"); (ii) conflict with, or result
in or constitute a default under, or breach or violation of, or grounds for
termination of, or an event which, with notice or the lapse of time, or both,
would constitute a default under, or breach or violation of, or grounds for
termination of, any agreement or instrument to which any Seller is a party, or
by which any Seller or any of the Purchased Assets which it is assigning and
selling hereunder may be bound, except for such conflicts, breaches, defaults,
violations or grounds for termination, which individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect; (iii)
result in the creation or imposition of any encumbrance (other than a Permitted
Encumbrance) upon any of the Purchased Assets which it is assigning or selling
hereunder; (iv) require any approval or consent which has not been obtained
prior to the Closing of any Person under the organizational documents of any
Seller, or under any contract, agreement or other instrument to which any Seller
is a party or by which any Seller or the Purchased Assets which it is assigning
and selling hereunder are bound or to which any Seller or the Purchased Assets
are subject, except for failures to obtain approvals and consents, which
individually or in the aggregate, would not reasonably be expected to result in
a Material Adverse Effect; or (v) result in the termination, modification or
cancellation of any license, permit, franchise, governmental authorization or
approval which is necessary for the conduct of the Business (provided the
Sellers make no representations or warranty herein as to the transferability of
the license identified on SCHEDULE 4.11).

         4.5      CONTRACTS, LEASES AND OTHER AGREEMENTS.

         SCHEDULE 1.1(c) sets forth a complete list of all Purchased Contract
and Other Rights used in the Business, including a description of the
significant terms and conditions of all


                                      -7-
<PAGE>   12
Purchased Contract and Other Rights that arose under any oral agreement. Copies
of all written Purchased Contract and Other Rights have been delivered to the
Buyer and are true, complete and correct in all material respects. With respect
to each such lease, contract, commitment and agreement listed on SCHEDULE
1.1(c): (a) with the exception of any oral agreement, as to which no
representation and warranty is made in this Section 4.5(a), each is the legal,
valid, binding and enforceable obligation of, and is in full force and effect
with respect to: (i) the Seller which is a party thereto; and (ii) to the
Knowledge of the Sellers, all other parties thereto except in each instance as
such enforcement shall be limited by bankruptcy and creditors rights laws, and
general principles of equity; (b) except as set forth on SCHEDULE 4.20, no
Seller, and to the Knowledge of the Sellers, no other party, to any such
Purchased Contract and Other Right is in breach or default, and, to the
Knowledge of the Sellers, no event has occurred which, with notice or the lapse
of time, would constitute a breach or default, or permit termination,
modification or acceleration thereunder. For purposes of this Agreement,
"Knowledge" shall mean the knowledge of each Seller after due and reasonable
inquiry.

         4.6      LITIGATION.

         SCHEDULE 4.6 sets forth each instance in which any Seller: (a) is
subject to any outstanding injunction, judgment, order, decree, ruling or charge
which relates to or is binding upon the Purchased Assets and/or the Business; or
(b) is a party or is threatened in writing to be made a party to any action,
suit, proceeding, hearing or investigation of, in or before any court or
quasi-judicial or administrative agency of any federal, state, local or foreign
jurisdiction or before any arbitrator the subject of which relates to the
Purchased Assets and/or the Business. None of the actions, suits, proceedings,
hearings and investigations set forth in SCHEDULE 4.6, if decided adversely to
such Seller, could result in any Material Adverse Effect after the Closing.

         4.7      SELLERS' EMPLOYEES.

                  (a) SCHEDULE 4.7(a) sets forth a true and complete list of all
employees of the Sellers who are principally involved in the Business at the
Malvern and Atlanta facilities and certain specified employees at the New York
facility showing date of hire, hourly rate or salary, bonus or other basis of
compensation and job title (the "Affected Employees").

         There are no employment or consulting contracts or arrangements (other
than those terminable at will) with any employees or consultants of or
associated with the Business and the Purchased Assets, except as described in
SCHEDULE 4.7(b).

         4.8      LABOR RELATIONS OF SELLERS.

         No Seller is a party to or bound by any collective bargaining agreement
or any other agreement with a labor union, and there has been no effort by any
labor union during the twenty-four (24) months prior to the date hereof to
organize any employees of any Seller into one or more collective bargaining
units. There is not pending nor threatened any labor dispute, strike or work
stoppage by the Affected Employees which affects or which may affect the
Business or which may interfere with the continued operation of the Business by
employees of the Business.


                                      -8-
<PAGE>   13
There is no unfair labor practice complaint pending, or to the Knowledge of the
Sellers, threatened against any Seller before the National Labor Relations
Board.

         4.9      NO UNTRUE OR INACCURATE REPRESENTATIONS OR WARRANTIES.

         The representations and warranties of the Sellers contained in this
Agreement and the schedules hereto do not contain any untrue statement of a
material fact nor do they omit to state a material fact necessary in order to
make the statements and information contained therein, taken as a whole, not
misleading. There is no fact that materially adversely affects the ability of
any Seller to perform its obligations under this Agreement and to consummate the
transactions contemplated hereby, that has not been set forth and described in
this Agreement or a schedule hereto.

         4.10     GOOD TITLE TO AND CONDITION OF THE PURCHASED ASSETS.

                  (a) Each Seller has good title to, or a valid leasehold
interest in or license to, all of the Purchased Assets which it shall sell and
assign hereunder and has full legal right, power, and authority to sell, assign,
transfer and deliver such Purchased Assets, free and clear of all Encumbrances,
except for the Encumbrances listed and described in SCHEDULE 1.1(c) and the
Permitted Encumbrances, and subject to the obtaining of all required consents.

                  (b) The Fixed Assets currently in use are in good operating
order, repair and condition, reasonable wear and tear excepted.

                  (c) The Purchased Assets are free and clear of all
Encumbrances that arose in connection with any failure (or alleged failure) to
pay any Tax. For purposes of this Agreement:

                           (i) "Tax" shall mean any federal, state, local, or
foreign income, gross receipts, business, license, payroll, employment, excise,
severance, stamp, occupation, premium, windfall profits, environmental
(including taxes under Section 59A of the Code), customs duties, capital stock
franchise, profits, withholding, social security (or similar) unemployment,
disability, real property, personal property, sales, use, transfer,
registration, value added, alternative or add on minimum, estimated, or other
tax of any kind whatsoever, including any interest, penalty, or addition
thereto, whether disputed or not.

                           (ii) "Tax Return" shall mean all returns, reports,
statements, forms, or other documents or information required to be filed with a
taxing authority by a Seller with respect to the Taxes of such Seller.

         4.11     LICENSES.

                  (a) SCHEDULE 4.11 attached hereto contains a complete list of
all governmental licenses, approvals, permits and authorizations held by each
Seller which are currently used by the Sellers, including without limitation,
all licenses


                                      -9-
<PAGE>   14
associated with the Purchased Proprietary Rights (each a "License" and
collectively, "Licenses").

                  (b) To the Knowledge of the Sellers, each License is valid and
in full force and effect as of the date hereof. There is not pending or, to any
Seller's Knowledge, threatened any investigation or proceeding which could
result in the termination, revocation, limitation, suspension, restriction or
impairment of any License or the imposition of any fine, penalty or other
sanction for violation of any requirements of any License.

         4.12     PROPRIETARY RIGHTS.

                  (a) Except as set forth in SCHEDULE 4.12(a), the Purchased
Proprietary Rights include all proprietary rights used in the operation of the
Purchased Assets and the conduct of the Business as presently operated and
conducted by the Sellers.

                  (b) Each Seller owns or has the right to use pursuant to
license, sublicense, agreement or permission all Purchased Proprietary Rights
applicable to it and used in the operation of the Business as presently
conducted. Each item of Purchased Proprietary Rights owned or used by any Seller
immediately prior to the Closing hereunder will be owned or available for use by
the Buyer on identical terms and conditions immediately subsequent to the
Closing hereunder. Each Seller has taken all necessary action to maintain and
protect each item of Purchased Proprietary Rights that such Seller owns or uses.

                  (c) No Seller has interfered with, infringed upon or
misappropriated, while operating the Purchased Assets or conducting the
Business, any trademarks, trade names, service marks, trade secrets, technology,
software, operating systems, know-how, slogans, copyrights, processes, operating
rights and other similar intangible property and rights (collectively,
"Intellectual Property") of third parties, and no Seller has ever received in
writing any charge, complaint, claim, demand or notice alleging any such
interference, infringement, misappropriation or violation (including any claim
that any Seller must license or refrain from using any Intellectual Property
rights of any third party). No Seller has any Knowledge that any third party has
interfered with, infringed upon, misappropriated or otherwise come into conflict
with any Intellectual Property rights of any Seller being transferred to the
Buyer hereunder.

                  (d) With respect to the conduct of the Business, no Seller:
(i) owns any patents or patent registration, issued or pending; (ii) holds any
rights under patent licenses or patent agreements; or (iii) except as set forth
in SCHEDULE 4.12(d), has granted any license, agreement, right or other
permission to any third party with respect to its Intellectual Property.

         4.13     RELATIONSHIPS WITH CUSTOMERS AND OTHERS.


                                      -10-
<PAGE>   15
                  (a) Except as set forth on SCHEDULE 4.13, no Seller has
received, within ninety (90) days prior to the date of this Agreement, from any
current customer, representing more than 1% of the revenue of the Business any
written communication providing notice of any changes in its practices that
would have a Material Adverse Effect.

                  (b) No Seller has had any direct or indirect ownership
interest in any customer, supplier or competitor of any Seller associated with
the Business, any Person from or to whom any Seller leases real or personal
property, or any Person with whom any Seller is doing business.

         4.14     EMPLOYEE BENEFITS.

                  (a) SCHEDULE 4.14(a) identifies each "employee benefit plan",
as defined in Section 3(3) of ERISA, that: (i) is subject to any provision of
ERISA; (ii) is maintained, administered, or contributed to by any Seller or any
of its Affiliates (for purposes of this Agreement, an "Affiliate" shall mean any
person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the person
specified); and (iii) covers any employee or former employee of any Seller
(each, an "Employee Plan").

                  (b) Determination letters have been received by each Seller
confirming that each Employee Plan of such Seller which is intended to be
qualified under Section 401(a) of the Code is so qualified in form and no Seller
knows of any fact or conditions giving rise to a material likelihood that any
such plan would not be treated as so qualified by the Internal Revenue Service.

                  (c) SCHEDULE 4.14(c) identifies each employment, severance or
similar contract or arrangement (whether or not written) or any plan, policy,
fund, program or contract or arrangement (whether or not written) providing for
compensation, bonus, profit sharing, stock option, or other stock related rights
or other forms of incentive or deferred compensation, vacation benefits,
insurance coverage (including any self insured arrangements), health or medical
benefits, disability benefits, workers' compensation, supplemental unemployment
benefits, severance benefits and post employment or retirement benefits
(including compensation, pension, health, medical or life insurance or other
benefits) that: (i) is not an Employee Plan; (ii) is entered into, maintained,
administered or contributed to, as the case may be, by any Seller or any Sellers
Affiliates; and (iii) covers any Affected Employee (each a "Benefit Arrangement"
and collectively, "Benefit Arrangements").

                  (d) No Seller contributes to, has ever contributed to, or has
ever been required to contribute to any multiemployer plan or pension plan
subject to Title IV of ERISA and has no Liability (including withdrawal
liability under any multiemployer plan or pension plan subject to Title IV of
ERISA.

                  (e) No Seller maintains, has ever maintained or contributed
to, and has ever been required to contribute to, any Employee Plan or Benefit
Arrangement


                                      -11-
<PAGE>   16
providing medical, health or life insurance or other welfare type benefits for
Affected Employees, their spouses or their dependents (other than in accordance
with Code Section 4980B).

         4.15     LEGAL COMPLIANCE.

                  (a) Each Seller and its predecessor and Affiliates, if any,
have complied in all material respects with all laws (including, without
limitation, environmental protection laws and regulations, civil rights laws,
fire codes, confidentiality laws, record and document maintenance laws, zoning
ordinances, building, occupancy and use restrictions, and public and
occupational health and safety codes) applicable to the Purchased Assets and the
Business (including rules, regulations, codes, plans, injunctions, judgments,
orders, ordinances, decrees, rulings and charges thereunder) of any court or
federal, state, county, municipal, local or foreign governments (and all
agencies, commissions, boards, bureaus, or instrumentalities thereof).

                  (b) All financial records, patient records and other
documentation which each Seller is required to maintain under all federal, state
and local laws, rules, ordinances, regulations and orders applicable to the
Purchased Assets and the Business have been continuously maintained, in a timely
manner, for the requisite periods under applicable law.

                  (c) Except as set forth in SCHEDULE 4.15(c) attached hereto,
each Seller, and the Business, is in full compliance in all material respects
with all applicable health care laws, rules and regulations, including those
relating to the payment or receipt of illegal remuneration, including 42 U.S.C.
Section 1320a-7b(b) (the Medicare/Medicaid anti-kickback statute), 42 U.S.C.
1395nn (the Stark Statute), 42 U.S.C. Section 1320a-7a, 42 U.S.C. Section
1320a-7b(a), 42 U.S.C. Section 1320a-7b(c) and any applicable state law
governing kickbacks and matters similar to such federal statutes (collectively,
the "Fraud and Abuse Laws").

         4.16     NO UNRECORDED FUND, NO FALSE ENTRIES.

         No officer, partner, employee or agent of any Seller has: (i) knowingly
established or maintained any unrecorded fund (whether cash or assets) for any
purpose related to the Business; or (ii) intentionally made any false entries on
any books or records furnished in connection herewith to the Buyer.

         4.17     COMPLIANCE WITH FICTITIOUS NAME STATUTES.

         Except as set forth in SCHEDULE 4.17, no Seller conducts the Business
or any portion thereof under any fictitious name.

4.18     BROKERS' FEES.

         Except as set forth in SCHEDULE 4.18, no Seller has any liability or
obligation to pay any fees or commissions to any broker, finder or agent with
respect to the transactions contemplated


                                      -12-
<PAGE>   17
by the Operative Documents, and there are no such fees or commissions incurred
by or on behalf of any Seller for which the Buyer could become liable or
obligated.

         4.19     YEAR 2000 COMPLIANCE.

         Med-E-Net(TM) is Year 2000 Compliant when used in accordance with all
applicable documentation. For the purposes of this Agreement, "Year 2000
Compliant" means being capable of accurately processing, providing and/or
receiving date data from, into and between the twentieth and twenty-first
centuries, and leap year calculations. Notwithstanding anything in this
Agreement to the contrary, this warranty is offered only to the extent that any
and all interfacing equipment, hardware or software made, distributed or
provided by third parties is also Year 2000 Compliant and properly exchanges
date data with Med-E-Net(TM).

         4.20     SOFTWARE.

         Except as set forth in SCHEDULE 4.20, all software used in connection
with the Purchased Assets and the Business is properly licensed. All software
necessary to conduct the Business, as the Business is currently being conducted,
is listed in SCHEDULE 1.1(e) attached hereto.

         4.21     BILLING PRACTICES.

         All billing practices of each Seller to all third party payors,
including Medicare, Medicaid and any other governmental payment programs (the
"Government Programs") and private insurance companies, have been in material
compliance with all applicable laws, regulations and policies of such third
party payors and Government Programs.

                                   ARTICLE V

                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

         As a material inducement to each Seller to enter into this Agreement
and to consummate the transactions contemplated hereunder, the Buyer hereby
represents and warrants to each Seller as of the date of execution of this
Agreement and as of the Closing Date as follows:

         5.1      ORGANIZATION, POWER AND AUTHORITY.

         The Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the state of Delaware, and has full corporate power
and authority to: (i) own, lease and operate its properties and to carry on its
business as it is now being conducted; (ii) enter into this Agreement; and (iii)
carry out the other transactions and agreements contemplated hereby.

         5.2      AUTHORIZATION, BINDING OBLIGATION.

         The execution and delivery of the Operative Documents to which the
Buyer is a party, and the consummation of the transactions contemplated thereby,
have been duly authorized by all requisite corporate action of the Buyer. Each
such Operative Document constitutes the legally valid and binding obligation of
the Buyer and is enforceable against the Buyer in accordance with its respective
terms, except to the extent the same may be subject to and


                                      -13-
<PAGE>   18
affected by applicable bankruptcy, receivership, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws affecting the enforcement of the
rights and remedies of creditors generally.

         5.3      NO VIOLATIONS OR DEFAULTS.

         The execution, delivery and compliance with and performance by the
Buyer of the Operative Documents to which it is a party do not and will not: (i)
violate the Certificate of Incorporation or By-laws of the Buyer, or any law,
statute, rule, regulation, order, judgment or decree to which the Buyer is
subject, except where such violation would not reasonably be expected to have a
Material Adverse Effect; (ii) conflict with, or result in or constitute a
default under, or breach or violation of, or grounds for termination of, or an
event which, with notice or the lapse of time, or both, would constitute a
default under, or breach or violation of, or grounds for termination of, any
agreement or instrument to which the Buyer is a party, or by which the Buyer or
any of its assets or properties is bound, except for such conflicts, breaches,
defaults, violations or grounds for termination, which individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse
Effect; (iii) require any approval or consent which has not been obtained prior
to the Closing of any Person under the organizational documents of the Buyer, or
under any contract, agreement or other instrument (other than the Operative
Documents) to which the Buyer is a party or by which the Buyer is bound or to
which the Buyer is subject, except for failures to obtain approvals and
consents, which individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect; or (iv) result in the
termination, modification or cancellation of any license, permit, franchise,
governmental authorization or approval which is necessary for the conduct of the
Business.

         5.4      BROKERS' FEES.

         Except as set forth in SCHEDULE 5.4, the Buyer has no liability or
obligation to pay any fees or commissions to any broker, finder or agent with
respect to the transactions contemplated by the Operative Documents, and there
are no such fees or commissions incurred by or on behalf of the Buyer for which
the Sellers could become liable or obligated.

                                   ARTICLE VI

                       ADDITIONAL COVENANTS OF THE PARTIES

         6.1      CONDUCT OF THE BUSINESS PENDING THE CLOSING.

         From the date hereof until the Closing Date, each Seller shall conduct
its respective portion of the Business in the ordinary course consistent with
past practice and shall use its commercially reasonable efforts to preserve
intact its business organizations and relationships with third parties and to
keep available the services of its present officers and employees. Without
limiting the generality of the foregoing, from the date hereof until the Closing
Date, no Seller will:

                  (a) adopt or propose any change in its certificate of
incorporation or bylaws;


                                      -14-
<PAGE>   19
                  (b) merge or consolidate with any entity or acquire a material
amount of assets from any entity;

                  (c) sell, lease, license or otherwise dispose of any of the
Purchased Assets;

                  (d) (i) take any action that would make any representation or
warranty of any Seller hereunder inaccurate in any material respect at, or as of
any time prior to, the Closing Date; or (ii) omit to take any action necessary
to prevent any such representation or warranty from being inaccurate in any
material respect at any such time;

                  (e) absent approval of the Buyer, amend, terminate, or
otherwise waive its rights under any Purchased Contract and Other Rights or any
Purchased Proprietary Rights applicable to such Seller; or (f) agree or commit
to do any of the foregoing.

         6.2      ACCESS TO EACH SELLER'S PREMISES, RECORDS, VENDORS AND
                  SUPPLIERS.

                  (a) Pending the Closing, each Seller will: (i) give the Buyer,
its counsel, financial advisors, auditors and other authorized representatives
reasonable access during normal business hours to the offices, properties, books
and records of such Seller pertaining to the Business, the Purchased Assets, any
Employee Plan or any Benefit Arrangement; (ii) furnish to the Buyer, its
counsel, financial advisors, auditors and other authorized representatives such
financial and operating data and other information relating to that Seller's
portion of the Business and the Purchased Assets as such Persons may reasonably
request; and (iii) instruct the employees, counsel and financial advisors of
such Seller to cooperate reasonably with the Buyer in its review of the Business
and the Purchased Assets. The foregoing shall be conducted in such manner as not
to interfere unreasonably with the conduct of the Business. Notwithstanding the
foregoing, the Buyer shall not have access to personnel records of any Seller
relating to individual performance or evaluation records, medical histories or
other information which in such Seller's good faith opinion is sensitive or the
disclosure of which could subject such Seller to risk of material liability. No
investigation by the Buyer or other information received by the Buyer shall
operate as a waiver or otherwise affect any representation, warranty or
agreement given or made by any Seller hereunder.

                  (b) Pending the Closing, each Seller will allow and consent,
which consent shall not be unreasonably withheld, to the contact by the Buyer
and its representatives of each such Seller's vendors, suppliers or clients who
are parties to the agreements which form a part of the Purchased Contract and
Other Rights and the Purchased Proprietary Rights, which the Buyer reasonably
deems necessary to be contacted in order to consummate the transactions
contemplated hereby; provided, however, that any contact and any information
obtained by the Buyer as a result of any such contact shall not affect the right
of the Buyer to rely on the representations and warranties made by each Seller
in or pursuant to any of the Operative Documents; and provided, further, that
the Buyer and its representatives will hold in strict confidence all


                                      -15-
<PAGE>   20
documents and information concerning each Seller so obtained through such
contact, and, if the sale of the Purchased Assets pursuant hereto shall not be
consummated, such confidence shall be maintained.

                  (c) On and after the Closing Date, each Party shall afford the
other and its representatives reasonable access during normal business hours to,
and the right to make copies of, all such books and records of such Party
pertaining to the Business and the Purchased Assets in connection with the
preparation, documentation and/or handling of any financial statements, tax
returns, tax audits, reports to governmental or regulatory agencies, and any
third-party litigations, disputes, claims or controversies, except to the extent
that such access would, in the good faith opinion of the Party so requested,
waive any privilege otherwise available and necessary to such Party with respect
to any pending litigation, claim, dispute or controversy to which such Party is
or could reasonably be expected to become a party to at the time of such access;
provided, that any such access by any Party shall not unreasonably interfere
with the conduct of the business of the other. Each Party will hold, and will
use its best efforts to cause its officers, directors, employees, accountants,
counsel, consultants, advisors and agents to hold, in confidence, unless
compelled to disclose by judicial or administrative process or by other
requirements of law, all confidential documents and information concerning the
other Party provided to it pursuant to this Section 6.2(c). Any Party shall bear
all out-of-pocket costs and expenses (including, without limitation, attorneys'
fees, but excluding reimbursement for general overhead, salaries and employee
benefits), reasonably incurred in connection with the foregoing.

                  (d) After the Closing, each Party and each of its Affiliates
will hold, and will use their best efforts to cause their respective officers,
directors, employees, accountants, counsel, consultants, advisors and agents to
hold, in confidence, unless compelled to disclose by judicial or administrative
process or by other requirements of law, all confidential documents and
information concerning the Business and the Purchased Assets, including any
derivative documents containing confidential information furnished to such Party
by the other, except to the extent that such information can be shown to have
been: (i) previously known on a nonconfidential basis by such Party, (ii) in the
public domain through no fault of such Party or its Affiliates or (iii) later
lawfully acquired by such Party from sources other than those related to its
prior ownership of its portion of the Business and the Purchased Assets. The
obligation of each Party and its Affiliates to hold any such information in
confidence shall be satisfied if they exercise the same care with respect to
such information as they would take to preserve the confidentiality of their own
similar information.

         6.3      NO OTHER DISCUSSIONS.

         Prior to the Closing Date, no Seller will enter into any discussion or
negotiate with or entertain or accept the unsolicited offer of any other party
concerning the potential sale of all or any part of the Purchased Assets or
stock of such Seller to, or the merger or consolidation of such Seller with, any
Person other than the Buyer.

         6.4      NONCOMPETITION AGREEMENT.


                                      -16-
<PAGE>   21
                  (a) As an inducement to the Buyer to enter into this Agreement
and to consummate the transactions contemplated hereby, no Seller, nor any of
its respective subsidiaries, for a period of three (3) years following the
Closing Date, without the prior written consent of the Buyer, shall: (i)
directly or indirectly engage, whether or not such engagement shall be as a
partner, stockholder, member, or other owner or manager, in any Competitive
Business (as defined below) engaged in business within the following states:
Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New
York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia, West Virginia,
North Carolina, South Carolina, Georgia, Alabama and Florida; (ii) affirmatively
assist or induce any other Person (including, without limitation, any officer or
director of any Competitive Business) to engage in any Competitive Business in
any manner described in the foregoing clause (i); provided, however, the Buyer
is then engaged, whether directly or indirectly, as a partner, stockholder,
member, or other owner or manager in any aspect of the Competitive Business. For
purposes of this Section 6.4 "Competitive Business" shall mean any business
engaged in physician practice management, billing or consulting services to
independent or hospital-affiliated or other healthcare facility-affiliated
physician practices or managed care administrative services. Anything contained
in this Section 6.4 to the contrary notwithstanding, the following shall not
constitute a breach of this Section 6.4:

                           (i) Providing consulting services in connection with
the purchase, sale, use, training, maintenance, installation, and/or
implementation of software, information technology, and/or information services
to independent or hospital-affiliated or other healthcare facility-affiliated
physician practices or any other Person;

                           (ii) Developing, manufacturing, selling and/or
providing software, information technology, and/or information services to the
Competitive Business or otherwise;

                           (iii) Entering into any agreement with any Person to
develop, sell, market, and/or provide any software, information technology,
and/or information services;

                           (iv) Providing any services, including, but not
limited to billing services, in connection with laboratory and/or pharmacy
functions; or

                           (v) Having any ownership interest in Southern State
Eye Care, L.L.C., Patient Care Dynamics, LLC, and ACRM, Inc.

         In the event that the provisions contained in this Section 6.4 shall
ever be deemed to exceed the time or geographic limits or any other limitations
permitted by applicable law in any jurisdiction, then such provisions shall be
deemed reformed in such jurisdiction to preserve the effect thereof to the
maximum extent permitted by applicable law. Notwithstanding the provisions of
Section 10.1 hereof, the provisions of this Section 6.4 shall survive the
Closing for a period of three (3) years.


                                      -17-
<PAGE>   22
                  (b) No Seller nor any of the Seller's respective Subsidiaries
shall, directly or indirectly, recruit or otherwise seek to induce by any means
(other than by general advertisement for such position or in response to an
initiative by an employee responding to such general advertisement) any Affected
Employee at any time during the one (1) year period following the Closing Date,
to terminate his or her employment, to violate any agreement with or duty to the
Buyer or any Affiliate of the Buyer, or to hire any such Affected Employee.

                  (c) No Seller nor any of its respective Subsidiaries shall
directly or indirectly, solicit or encourage any Person who is or will be (as a
result of the transactions contemplated hereby) a customer or supplier of the
Buyer or any of its Affiliates to terminate its relationship with the Buyer or
any of its Affiliates.

                  (d) Each Seller acknowledges and agrees that, because legal
remedies may be inadequate in the event of a breach of, or other failure to
perform, any of the covenants and obligations set forth in this Section 6.4, the
Buyer may, in addition to obtaining any damages available to it, enforce this
Section 6.4 by injunction and other equitable remedies. Each Seller also
acknowledges and agrees that no breach by the Buyer or any of its respective
Affiliates of, or other failure by such Person to perform, any of its covenants
and obligations under any of the Operative Documents or otherwise shall relieve
the Sellers or any of their respective Affiliates of any of the obligations
under this Section 6.4.

         6.5      PRORATIONS AND ADJUSTMENTS.

         Each Seller and the Buyer agree that the following items shall be
prorated as of the Closing Date with respect to the conduct of the Business
during the month in which the Closing occurs in accordance with the provisions
of this Section 6.5: (i) fees generated; (ii) expenses; and (iii) interest on
the Capitalized Leases. All adjustments with respect to the foregoing relating
to any period of time on or prior to the Closing Date shall be credited or
charged, as applicable, to the Sellers, and all adjustments relating to any
period of time after the Closing Date shall be credited or charged, as
applicable, to the Buyer.

         The Parties further agree to complete such proration as soon as
practicable following the Closing Date, but in no event later than the six month
anniversary of the Closing Date.

         6.6      HOLDBACK FUNDS.

         The Holdback Funds shall be deposited in escrow by the Buyer and held
by the Holdback Escrow Agent, pursuant to the terms of the Holdback Escrow
Agreement, in an interest bearing account to be invested in such a manner as is
agreed upon by the Parent and the Buyer until the six (6) month anniversary of
the Closing Date, unless a claim for indemnification is made by the Buyer within
such six-month period (the "Holdback Termination Date"). If a claim for
indemnification is made by the Buyer against any Seller prior to the Holdback
Termination Date, only such amounts which are: (i) subject to offset pursuant to
Section 6.13; or (ii) subject to such claim may be held beyond the Holdback
Termination Date until resolution of such claim pursuant to Article X hereof.
All income earned on the Holdback Funds shall be the property of


                                      -18-
<PAGE>   23
the Sellers to the same extent as the Holdback Funds, but shall be available to
pay any Seller's indemnification obligations hereunder. Thereafter, any
remaining interest not used to pay any Seller's indemnification obligations
shall be distributed in accordance with the disposition of the Holdback Funds.
Such interest income shall be reported for Tax purposes as income of the Parent.

         6.7      FURTHER ASSURANCES.

         Each of the Parties hereto, upon the request from time to time of the
other Parties hereto and without further consideration, will do each and every
act and thing as may be necessary or reasonably requested to consummate the
transactions contemplated hereby (including, without limitation, the orderly
transfer to the Buyer of the Purchased Assets and assumption by the Buyer of the
Assumed Liabilities), including without limitation: (i) by executing,
acknowledging and delivering assurances, assignments and other documents and
instruments, furnishing information and copies of documents, books and records
(including without limitation tax records); (ii) filing reports, returns,
applications, filings and other documents and instruments with governmental
authorities; and (iii) cooperating with each other Party hereto in exercising
any right or pursuing any claim, whether by litigation or otherwise, other than
rights and claims running against the Party from whom or which such cooperation
is requested. This Section 6.7 shall survive the Closing for an unlimited period
of time.

         6.8      DISCLOSURE OF BREACH OR FUTILITY.

         If, prior to Closing, any Party acquires Knowledge of: (a) a material
misrepresentation or material breach by any other Party; or (b) an event,
occurrence or circumstance making satisfaction of a condition in Article VII
hereof unlikely, the Party acquiring such Knowledge shall give prompt written
notice thereof to each other Party in sufficient detail to permit a reasonable
analysis thereof.

         6.9      POST-CLOSING RETENTION OF RECORDS.

         For the requisite periods under applicable law after the Closing Date,
each Party shall preserve and retain such corporate, accounting, legal, auditing
and other books and records pertaining to the Purchased Assets and the Business
in accordance with Section 1.1(d) thereof; provided, however, such period shall
be extended in the event that any action, suit, proceeding or investigation has
been commenced or is pending or threatened at the expiration of such period and
such extension shall continue until any such action, suit, proceeding or
investigation has been settled or resolved with finality or is no longer pending
or threatened. Notwithstanding the foregoing, a Party may discard or destroy any
of such books and records prior to the end of such period or period of extension
if such Party has given the other Party at least sixty (60) days prior written
notice of such Party's intent to discard or destroy such books and records and
has given the other Party the opportunity to take possession of any or all of
such books and records within said (60) day period. Such Party shall afford the
other Party and their representatives reasonable access during normal business
hours to, and the right to make copies of, all such books and records applicable
to it, for any legitimate purpose (including, without limitation, in connection
with the preparation, documentation and/or handling of any financial statements,
Tax Returns, Tax audits, reports to governmental or regulatory agencies,
litigations, disputes, claims or


                                      -19-
<PAGE>   24
controversies); provided, that any such access by such Party shall not
unreasonably interfere with the conduct of the business of the other. Each Party
will hold, and will use its best efforts to cause its officers, directors,
employees, accountants, counsel, consultants, advisors and agents to hold, in
confidence, unless compelled to disclose by judicial or administrative process
or by other requirements of law, all confidential documents and information
concerning the other Party provided to it pursuant to this Section 6.9. Each
Party shall bear all out-of-pocket costs and expenses (including, without
limitation, attorneys' fees, but excluding reimbursement for general overhead,
salaries and employee benefits), reasonably incurred in connection with the
foregoing. The obligation of each Party and its Affiliates to hold any such
information in confidence shall be satisfied if they exercise the same care with
respect to such information as they would take to preserve the confidentiality
of their own similar information.

         6.10     TERMINATION OF SELLERS' EMPLOYEES.

         Each Seller shall terminate, by notice in the form attached hereto as
Exhibit G and effective as of the Closing Date, all Affected Employees of such
Seller, which termination shall include termination of the active participation
of the Affected Employees in all of the Employee Plans and Benefit Arrangements
covering such Affected Employees. Each Seller shall pay all salaries, wages, and
benefits, including severance benefits and all accrued paid time off, including,
without limitation, accrued vacation and sick time off and all other like
benefits, if any, earned with respect to employment or services rendered to or
on behalf of the Sellers on or before the Closing Date or pursuant to any
retention bonus to which the Affected Employees become entitled. From and after
the Closing Date, each Seller shall remain exclusively liable for the payment to
the Affected Employees of all severance benefits and all benefits specifically
not assumed by the Buyer as an Assumed Liability, including, without limitation,
accrued vacation, sick or other like paid time off, if any. Each Seller shall
remain responsible for and shall retain any and all statutory or contractual
liabilities and obligations relating in any manner to its employees, including
the Affected Employees, former employees, their dependents and beneficiaries,
arising in connection with events or circumstances incurred or existing on or
prior to the Closing Date. Each Seller acknowledges and agrees that Buyer is
under no obligation to hire any of the Affected Employees or any former
employees of any Seller (excepting those whose names the Buyer has initialed on
SCHEDULE 4.7(A) for such term and on such conditions as the Buyer, in its sole
discretion, may determine).

         6.11     ACCOUNTS RECEIVABLE.

         After the Closing, the Sellers shall permit the Buyer to collect, in
the name of the appropriate Seller, all Purchased Receivables and other items
which shall be transferred hereunder, and to endorse with the name of such
Seller, all checks, receivables or other items received in payment for services
or items provided by the Business. Each Seller shall transfer and deliver to the
Buyer all cash and other property that each Seller may receive after the Closing
in respect of such Purchased Receivables or other items within ten (10) business
days of such receipt. To effectuate the terms and provisions of this Section
6.11, the Sellers shall designate and appoint the Buyer as their
attorney-in-fact as provided in Section 9.1 hereof.

         6.12     TAXES.


                                      -20-
<PAGE>   25
         Each Party shall be liable for, and shall timely pay, any and all
gains, transfer, sales, use, recording, registration, documentary, stamp, and
other Taxes that may result from, or be incurred in connection with,
consummation of the transactions contemplated by this Agreement which such Party
is required to pay under applicable law.

         6.13     NET WORKING CAPITAL.

         The Cash Purchase Price shall be increased or decreased, as applicable,
to the extent the Net Working Capital at Closing is greater than or less than
$400,000. As used herein, "Net Working Capital" shall equal an amount equal to:
(i) the AR Balance (as defined herein); minus (ii) the amount of the Trade
Payables at Closing; minus (iii) the amount of the Cap Lease Obligations at
Closing. A final adjustment based on the actual Net Working Capital at Closing
shall be made within six months of Closing. As used herein: (i) "AR Balance"
shall mean the accounts receivable of the Business at the Closing, with any
balance for services performed during the month in which the Closing occurs, to
be prorated for the number of days elapsed in such month, as the Buyer, using
commercially reasonable efforts, collects within six months of the Closing. The
Parties agree that any amounts collected after the Closing from a third party in
respect of the Purchased Contract and Other Rights, shall be credited to such
third party's then most aged payable, unless such third party specifies
otherwise in writing, providing a description of the dispute in such case ; (ii)
"Trade Payables" shall mean the Trade Payables assumed by the Buyer hereunder;
and (iii) "Cap Lease Obligations" shall mean the amount of the Cap Lease
Obligations assumed by the Buyer hereunder at the Closing determined in
accordance with generally accepted accounting principles.

         In the event that the Net Working Capital exceeds $400,000, the amount
of such excess shall be paid promptly by the Buyer to one or more account(s) to
be designated by the Sellers in writing. In the event that the Net Working
Capital is less than $400,000, the amount of such deficit shall be paid promptly
by the Sellers to an account to be designated by the Buyer. The Sellers agree
that the amount of such deficit shall first be paid to the Buyer out of amounts
held in the Holdback Escrow. To the extent that the Holdback Escrow is
insufficient to cover such deficit, the Sellers shall pay to the Buyer such
additional amount as is necessary to complete reimbursement to the Buyer of the
deficit amount. The Buyer and Sellers agree that the Net Working Capital shall
be calculated, and any payments owing to any Party in respect thereof shall be
paid promptly upon acceptance of such calculation in accordance with the
provisions of this Section 6.13, on or before the six month anniversary of the
Closing Date. In the event that the Parties are unable to agree on the Net
Working Capital, the Parties will work together in good faith for a period of
ten days in order to reach agreement as to the Net Working Capital. If, after
such ten-day period, the Parties remain unable to agree as to the Net Working
Capital, each Party shall submit its respective supporting documentation to KPMG
Peat Marwick, LLP (the "Independent Accountant"). The Independent Account shall
review such supporting documentation and determine the Net Working Capital,
which determination shall be final and binding upon the Parties. The cost of the
Independent Accountant shall be borne equally among the Parties.

         6.14     TIMELY COMPLIANCE WITH EMPLOYMENT RELATED LAWS.


                                      -21-
<PAGE>   26
         Each Seller shall be responsible for timely compliance with all
federal, state and local laws respecting the effect to any of the Affected
Employees of the transactions contemplated by this Agreement, including without
limitation, the Worker Adjustment and Retraining Notification Act, 29 U.S.C.
Section 2101, et. Seq. ("WARN"). The Buyer acknowledges and agrees that it shall
bear any such responsibility with respect to the actions it takes after the
Closing Date. Each Seller agrees that it will not take any action which causes
the notice provisions of WARN to be applicable to the transactions contemplated
by this Agreement.

         6.15     401(k) PLAN DISTRIBUTION AND ROLLOVER.

         Each Seller represents and warrants that benefits shall not be
distributed from such Seller's existing Section 401(k) plans to the Affected
Employees after the Closing unless such Seller either terminates such plan on or
before the Closing or subsequently receives a favorable determination letter
from the IRS providing that such distribution is provided for under the terms of
such plan and does not violate the distribution requirements under Section
401(k)(2)(B)(i)(II) and 401(k)(10) of the Internal Revenue Code of 1986, as
amended. Any determination letter request by any Seller shall include a
disclosure of this asset sale and a description of the tax-qualified plan
covering such Affected Employee established by the Buyer following the Closing.

                                  ARTICLE VII

                    CONDITIONS TO THE OBLIGATION OF THE BUYER

         The obligation of the Buyer to purchase the Purchased Assets shall be
subject to the fulfillment at or prior to the Closing Date of each of the
following conditions:

         7.1      ACCURACY OF REPRESENTATIONS AND WARRANTIES.

         The representations and warranties set forth in Article IV hereof shall
be true, complete and correct in all material respects at and as of the date
hereof, and as of the Closing Date with the same force and effect as though made
at and as of that time.

         7.2      PERFORMANCE OF OBLIGATIONS.

         Each Seller shall have performed in all material respects all of the
covenants and agreements to be performed and completed by it under the Operative
Documents prior to the Closing.

         7.3      PHILADELPHIA HEALTH AND EDUCATION CORPORATION.

         The Buyer shall have entered into (or Advanced Health Management
Corporation shall have entered into and shall have assigned to the Buyer as of
the Closing all of its rights and obligations under) the management services
agreement with Philadelphia Health and Education Corporation, substantially in
the form attached hereto as Exhibit H.

         7.4      NO PENDING OR THREATENED LITIGATION.


                                      -22-
<PAGE>   27
         No action, suit, or proceeding shall be pending or threatened before
any court or quasi-judicial or administrative agency of any Federal, state,
local or foreign jurisdiction or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling or charge would: (i) prevent
consummation of any of the transactions contemplated by this Agreement; (ii)
cause any of the transactions contemplated by this Agreement to be rescinded
following consummation; or (iii) affect adversely the right of the Buyer to own
the Purchased Assets to be acquired hereunder and to operate the Business in or
substantially in the same manner as previously operated (and no such injunction,
judgment, order, decree, ruling or charge shall be in effect).

         7.5      NO CHANGE TO THE BUSINESS.

                  (a) Financial Condition. No material adverse change in the
operations, financial condition or otherwise of the Business shall have occurred
since December 31, 1998 and no fact shall have arisen which has or reasonably
could be expected to have a Material Adverse Effect; and

                  (b) Loss, Damage, Destruction. No loss, damage or destruction
(whether or not covered by insurance) to any of the Purchased Assets shall have
occurred, from the date hereof up and through the Closing Date, which has or
reasonably could be expected to have a Material Adverse Effect.

         7.6      CLOSING DELIVERIES.

         Each Seller shall have delivered to the Buyer in form reasonably
satisfactory to the Buyer and its counsel all of the documents, agreements,
certificates, instruments, information and other materials required to be
delivered by it in accordance with the provisions of Section 3.2 hereof.

                                  ARTICLE VIII

                       CONDITIONS TO OBLIGATION OF SELLERS

         The obligation of the Sellers to sell the Purchased Assets shall be
subject to the fulfillment at or prior to the Closing Date of each of the
following conditions:

         8.1      ACCURACY OF THE BUYER'S REPRESENTATIONS AND WARRANTIES.

         The representations and warranties of the Buyer set forth in Article V
hereof shall be true, complete and correct in all material respects at and as of
the date hereof, and as of the Closing Date with the same force and effect as
though made at and as of that time.

         8.2      PERFORMANCE OF OBLIGATIONS.

         The Buyer shall have performed in all material respects all of the
covenants and agreements to be performed and complied with by it under the
Operative Documents prior to the Closing.

         8.3      CLOSING DELIVERIES.


                                      -23-
<PAGE>   28
         The Buyer shall have delivered to the Sellers, in form reasonably
satisfactory to the Sellers and its counsel, all of the documents, agreements,
certificates, instruments, information and other materials required to be
delivered by it in accordance with the provisions of Section 3.3 hereof.

         8.4      NO PENDING OR THREATENED LITIGATION.

         No action, suit, or proceeding shall be pending or threatened before
any court or quasi-judicial or administrative agency of any Federal, state,
local or foreign jurisdiction or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling or charge would: (i) prevent
consummation of any of the transactions contemplated by this Agreement; (ii)
cause any of the transactions contemplated by this Agreement to be rescinded
following consummation of the same.

                                   ARTICLE IX

                        CERTAIN ACTIONS AFTER THE CLOSING

         9.1      POWER OF ATTORNEY.

         Effective as of and after the Closing Date, each Seller hereby
irrevocably appoints the Buyer as such Seller's agent and attorney-in-fact, with
full power and authority in the place of such Seller and in the name of such
Seller, from time to time in the Buyer's discretion, to collect the Purchased
Receivables. Such right shall include the right to endorse the name of the
appropriate Seller on any checks received on account of such Purchased
Receivable, to deposit all amounts received by the Buyer on account of the
Purchased Receivables and otherwise to treat the Purchased Receivables as the
Buyer's property. Each Seller agrees that it will promptly tender to the Buyer
any payments received by it with respect to the Purchased Receivables.

         9.2      POST-CLOSING MATTERS.

         Any asset that is determined by the Parties' agreement, or, absent such
agreement, determined by arbitration or litigation, to be or otherwise relate to
an Excluded Asset and that is or comes into the possession, custody or control
of the Buyer (or its successors in interest or assigns, or its respective
Affiliates) shall forthwith be transferred, assigned or conveyed by the Buyer
(or its respective successors in interest or assigns and its respective
Affiliates) to the appropriate Seller, and until such transfer, assignment and
conveyance, the Buyer (and its respective successors in interest and assigns and
its respective Affiliates) shall not have any right, title or interest in such
asset but instead shall hold such asset in trust for the benefit of such Seller.
Any asset (including all remittances and mail and other communications) that is
determined by the Parties' agreement or, absent such agreement, determined by
arbitration or litigation, to be or otherwise relate to a Purchased Asset and
that is or comes into the possession, custody or control of any Seller or any
Affiliate of any Seller (or its respective successors in interest or assigns)
shall forthwith be transferred, assigned and conveyed by such Seller or the
applicable Affiliate of such Seller (or its respective successors in interest or
assigns) to the Buyer and until such transfer, assignment and conveyance, such
Seller or the applicable Affiliate of such Seller (and its respective successors
in interest and assigns) shall not have any right, title or


                                      -24-
<PAGE>   29
interest in such Purchased Asset, but instead shall hold such asset in trust for
the benefit of the Buyer. The terms of this Section 9.2 shall survive the
Closing for an unlimited period of time.

         9.3      LEGAL SUPPORT SERVICES.

         The Buyer agrees to make available to any Seller such Affected
Employees as may be requested by such Seller, in accordance with the provisions
set forth in this Section 9.3, in order to assist such Seller in the defense,
prosecution or investigation of claims made by or against any Seller and for the
enforcement of rights held by any Seller (collectively, "Legal Support
Services"). The Buyer shall have no obligation to render Legal Support Services
in those instances in which interests of any Seller directly conflict with the
interests of the Buyer. The Legal Support Services shall be rendered in
accordance with any Seller's reasonable request therefor, after giving due
regard to the operations and needs of the Buyer. The Sellers shall be solely
responsible for the reasonable out-of-pocket cost of such Legal Support
Services.

         9.4      NONASSIGNABILITY OF ASSETS.

                  (a) Notwithstanding any provision of this Agreement to the
contrary, to the extent that any Purchased Asset described in this Agreement as
being sold, assigned, transferred or conveyed ("Transferred") to the Buyer (a
"Commitment") or any claim, right or benefit arising thereunder or resulting
therefrom (collectively with all Commitments, the "Interests"), is not capable
of being Transferred without the approval, consent or waiver of the issuer
thereof or the other party thereto, or if such Transfer or attempted Transfer
would be invalid, would destroy or eliminate the Interests related thereto, or
would constitute a breach of a Commitment or a violation of any applicable law,
this Agreement shall not constitute a Transfer thereof, or an attempted Transfer
thereof in the absence of such approval, consent or waiver. The obligations of
the Buyer and the Sellers with respect to such Interests will be governed by
clause (b) hereof.

                  (b) The Parties shall co-operate in good faith to take all
actions that may be reasonably necessary to complete the Transfer of the
Purchased Assets. At all times after the Closing Date, the Parties shall take
all actions that may be reasonably required for the purpose of giving to the
Parties the full benefit of all the provisions of this Agreement in respect of
the Interests, including using their reasonable commercial efforts to cause any
third party to execute such documents and take such other actions as may be
reasonably required for such purpose. The Sellers and the Buyer will use their
reasonable commercial efforts to obtain any consent, substitution, approval or
amendment required to novate, reissue or assign all Interests. If the Sellers or
the Buyer are unable to obtain any such required consent, approval, substitution
or amendment, the Sellers (or their Affiliates) shall continue to be bound by
such Commitments and, unless not permitted by applicable law or the terms
thereof, the Buyer shall, as agent for the Seller (or its Affiliates) or as
subcontractor, pay, perform and discharge fully all the obligations (except for
any obligations that are Excluded Liabilities) of the Sellers (or their
Affiliates) thereunder arising or to be performed after the Closing Date. The
Seller (or its Affiliates) shall promptly, without further consideration, pay
and remit to the Buyer all money, rights and other consideration received in
respect of such performance by the Buyer after payment of any Taxes and
reasonable out of pocket costs due from the


                                      -25-
<PAGE>   30
Seller (or its Affiliates) with respect to such receipt. The Sellers (or their
Affiliates) shall exercise their rights and options under all such Commitments
promptly and in such manner as may be reasonably directed by the Buyer, and the
Sellers and their Affiliates shall not terminate any commitment without the
Buyer's prior consent. Furthermore, to the extent that a Commitment expires
without having been Transferred to the Buyer, the Sellers shall use their
commercially reasonable efforts to cause such Commitments to be renewed or
issued at the Buyer's request. If and when any such approval, consent or waiver
shall be obtained or such Commitment shall otherwise become assignable or able
to be novated, the assignment by the Sellers of the Interests and the assumption
by the Buyer of the Assumed Liabilities related to such Interests shall become
effective automatically as of such time, without further action on the part of
the Sellers, the Buyer or any of their respective Affiliates, and without
payment of further consideration. To the extent that the assignment of any
Interest or the proceeds thereof pursuant to this Section 1.3 is prohibited by
any applicable law, the assignment provisions of this paragraph shall operate to
create a subcontract or agency with the Buyer to perform each relevant,
unassignable Commitment, subject to its terms, and the subcontract price shall
be equal to the money, rights and other consideration received by the Sellers
(net of any Taxes imposed on the Sellers or any of its Affiliates with respect
to such money, rights or other consideration) in respect of the performance by
the Buyer under such subcontract.

                  (c) The provisions of this Section 1.3 shall not apply to the
licenses and permits listed on SCHEDULE 1.1(h) hereof.

                  (d) Notwithstanding the provisions of Section 10.1 hereof, the
provisions of this Section 9.4 shall survive the Closing until the expiration of
all Interests, after giving effect to the provisions of 9.4(b) above.

         9.5      THIRD PARTY CONSENTS AND TERMINATION STATEMENTS

                  (a) Notwithstanding anything else herein, the Buyer hereby
acknowledges that the Sellers have not obtained and shall not deliver at
Closing: (i) any third party consents required for the valid transfer and
assignment of any of the Purchased Assets; or (ii) any UCC-3 termination
statements (the "Termination Statements") and that such non-deliveries do not
constitute a breach of any representation, warranty or covenant of the Seller,
give rise to any indemnification right of the Buyer or constitute a failure or
non-fulfillment of any condition precedent to the Buyer's obligations hereunder.

                  (b) The Sellers shall deliver executed UCC-3 termination
statements from Progress Bank to the Buyer, in form and substance suitable for
filing with the appropriate filing office and reasonably satisfactory to the
Buyer within five business days of the Closing and shall deliver to the Buyer a
copy of the promissory note evidencing Integrated Medical Management, Inc.'s
indebtedness to Progress Bank marked "Paid in Full" as soon as is practicable
following the Closing.

                  (c) Nothing set forth in this Section 9.5 shall limit the
Seller's obligations set forth in Section 9.4.


                                      -26-
<PAGE>   31
                                   ARTICLE X

                                 INDEMNIFICATION

         10.1     SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         All the representations and warranties contained in Articles iv and v
and all covenants contained herein, unless otherwise indicated, shall survive
the Closing for a period of twenty-four (24) months from the Closing; provided,
however, that as to any representation or warranty related to any tax, such
representation or warranty shall survive until the later of: (a) twenty-four
(24) months following the Closing; or (b) the thirtieth day following the
expiration of any applicable statute of limitations.

         10.2     THE BUYER'S RIGHT TO INDEMNIFICATION.

         Subject to Section 10.5, the Parent, on behalf of itself and each of
its successors and assigns, hereby agrees to indemnify and hold harmless the
Buyer and its Affiliates (the "Buyer Indemnitees") from and against: (i) any and
all losses, obligations, liabilities, damages, claims, deficiencies, costs and
expenses (including, but not limited to, the amount of any settlement and all
reasonable legal and other expenses incurred in connection with the
investigation, prosecution or defense of the matter) (collectively,
"Liabilities"), which may be asserted against or sustained or incurred by the
Buyer Indemnitees in connection with, arising out of, or relating to (a) the
Excluded Liabilities, (b) any inaccuracy in, misrepresentation or breach of any
of the representations, warranties, agreements and covenants made by any Seller
in the Operative Documents; and (ii) any and all costs and expenses (including,
but not limited to, reasonable legal expenses) incurred by the Buyer Indemnitees
in connection with the enforcement of their respective rights under the
Operative Documents.

         10.3     SELLERS' RIGHT TO INDEMNIFICATION.

         The Buyer hereby agrees to indemnify and hold harmless each Seller and
its Affiliates (the "Seller Indemnitees") from and against: (i) any and all
Liabilities which may be asserted against or sustained or incurred by the Seller
Indemnitees in connection with, arising out of, or relating to any inaccuracy
in, misrepresentation or breach of any of the representations, warranties,
agreements and covenants made by the Buyer in the Operative Documents including,
without limitation, the payment and/or performance by the Buyer of the Assumed
Liabilities as provided herein; and (ii) any and all costs and expenses
(including, but not limited to, reasonable legal expenses) incurred by the
Seller Indemnitees in connection with the enforcement of their respective rights
under the Operative Documents.

         10.4     TERMS AND CONDITIONS OF INDEMNIFICATION.

         The obligations and liabilities of the indemnifying parties hereunder
shall be subject to the following terms and conditions:


                                      -27-
<PAGE>   32
                  (a) Notice of Claims; Dispute of Liability. Any Party claiming
any right of indemnification under the indemnity agreements contained in Section
10.2 or Section 10.3 above (an "Indemnified Party") shall promptly notify the
Party or Parties from whom indemnification is sought (the "Indemnifying
Parties") pursuant to the provisions hereof, specifying the nature of the claim
and the amount or the estimated amount thereof and giving notice of any fact
upon which such Indemnified Party intends to base a claim for indemnification
hereunder (a "Claim Notice"). In the case of a third party's claim or threatened
claim against an Indemnified Party hereunder (a "Third Party Claim"), the
Indemnifying Parties shall have thirty (30) days (the "Notice Period") to notify
the Indemnified Party whether or not they dispute their liability for
indemnification of such claim; provided, however, that the Notice Period for a
Third Party Claim shall be reduced if the date on which a responsive pleading or
other document is required to be filed giving effect to any available extension
occurs sooner than thirty (30) days following receipt of a Claim Notice
therefor. In the event the Indemnifying Parties shall have disputed their
liability for any Third Party Claim in accordance with the provisions of this
Section 10.4(a), the Indemnified Party shall have the right to control the
defense or settlement of such claim, in its sole discretion and at its expense;
provided, however, that the Indemnified Party shall be reimbursed by the
Indemnifying Parties for the costs and expenses of such defense if it shall
thereafter be found that such Third Party Claim was subject to indemnification
by the Indemnifying Parties hereunder. If an Indemnifying Party does not notify
the Indemnified Party within the Notice Period that it disputes liability for a
claim for which it has received a Claim Notice, such Indemnifying Party shall be
liable to pay the indemnity amount to the Indemnified Party.

                  (b) Claims Against an Indemnitee. In the event any Third Party
Claim is brought against an Indemnified Party with respect to which the
Indemnifying Parties may have liability under the indemnity agreement contained
in Section 10.2 or 10.3 above, the Indemnifying Parties shall elect to either:
(i) defend against such Third Party Claim; or (ii) fund the fees and expenses of
the defense thereof, which election shall be made within the Notice Period. The
counsel selected by the Indemnifying Parties to defend an Indemnified Party in
any such Third Party Claim shall be subject to the consent of such Indemnified
Party, which consent shall not be unreasonably withheld or delayed. The
Indemnified Party shall have the right to employ its own counsel in any case
defended by the Indemnifying Parties, but the fees and expenses of such counsel
shall be at such Indemnified Party's expense unless (a) both the employment of
such counsel and the payment of such fees and expenses shall have been
specifically authorized by the Indemnifying Parties in connection with the
defense of such Third Party Claim, or (b) such Indemnified Party shall have
reasonably concluded and specifically notified the Indemnifying Parties that
there may be specific defenses available to it which are different from or
additional to those available to the Indemnifying Parties or that such Third
Party Claim involves or could have an effect upon matters beyond the scope of
the indemnity agreement contained in Section 10.3 above, in any of which events
the Indemnifying Parties, to the extent made necessary by such defenses, shall
not have the right to direct the defense of such Third Party Claim on behalf of
such Indemnified Party. In such case, only that portion of such fees and


                                      -28-
<PAGE>   33
expenses reasonably related to matters covered by the indemnity agreement
contained in said Section 10.3 shall be borne by the Indemnifying Parties.

                  (c) Access to Information. The Indemnified Party shall be kept
fully informed of any Third Party Claim for which it has sought indemnification
under this Article X at all stages thereof. The Indemnifying Parties shall make
available to the Indemnified Party and its attorneys and accountants all books
and records of the Indemnifying Parties relating to such Third Party Claim and
the Parties hereto agree to render to each other such assistance as they may
reasonably require of each other in order to ensure the proper and adequate
defense of any such Third Party Claim.

                  (d) Settlement of Claims. If the Indemnifying Parties are
defending a Third Party Claim on behalf of an Indemnified Party hereunder, they
shall not settle such claim without first obtaining the written consent of the
Indemnified Party or Parties, which consent shall not be unreasonably withheld
or delayed.

         10.5     PAYMENT OF INDEMNITY OBLIGATIONS; CERTAIN LIMITATIONS ON
                  PARENT'S/SELLERS' INDEMNITY OBLIGATIONS.

         Any and all amounts due for indemnity hereunder shall be paid promptly
as indemnifiable damages or losses are incurred, as follows: (i) in the case of
a Buyer Indemnitee, pursuant to the Holdback Escrow Agreement, to the extent
Holdback Funds are available therefor; (ii) in the event Holdback Funds are not
available therefor or in the case of a Seller Indemnitee, within thirty (30)
days after written demand therefor; provided, however, that no Party shall have
the obligation, nor, in the case of a Buyer Indemnitee, shall any Holdback Funds
be used, to indemnify any Indemnitee for any Liabilities under Section 10.2 or
10.3 above, as applicable, which may be asserted against or sustained or
incurred by such Indemnitee in connection with, arising out of, or relating to
any inaccuracy in, misrepresentation, breach or alleged breach of any of the
representations, warranties, agreements and covenants made by any Party in the
Operative Documents which do not relate to: (i) the Purchased Assets; or (ii)
the Parties' agreement with respect to Excluded Liabilities set forth in Section
2.3 above, unless and until the aggregate indemnifiable amount of such
Liabilities for the Buyer or one or more of the Sellers as a group, as the case
may be, equals or exceeds $50,000; and provided, further, however, that in the
event the Buyer, any Seller, or the Sellers as a group indemnify and pay,
pursuant to Section 10.2 or 10.3 above to any Indemnitee, or the Indemnitees as
a group, indemnifiable amounts in the aggregate equal to the Purchase Price,
irrespective of whether such indemnifiable amounts were paid solely out of funds
of the Buyer, or one or more of the Sellers, (or in the case of any Seller, in
combination with payments from the Holdback Funds, no Party shall have any
further obligation to indemnify any Indemnitee for any indemnifiable amounts
pursuant to Section 10.2 or 10.3. Payments shall be made in accordance with the
Indemnified Party's reasonable instruction at the time.

                                   ARTICLE XI

                                  MISCELLANEOUS

         11.1     FAILURE OF CONDITIONS; BREACH.


                                      -29-
<PAGE>   34
                  (a) Failure of Conditions to Sellers' Performance. In the
event that any of the conditions set forth in Article VIII of this Agreement
have not been satisfied on or before the Closing Date, time being of the
essence, and each Seller has satisfied its material obligations hereunder, then,
unless each Seller has given the Buyer prior written notice of such Seller's
decision to waive such conditions, any Seller may terminate this Agreement
without prejudice to any rights and remedies available to any Seller.

                  (b) Failure of Conditions to the Buyer's Performance. In the
event that any of the conditions set forth in Article VII of this Agreement have
not been satisfied on or before the Closing Date, time being of the essence, and
the Buyer has satisfied its material obligations hereunder, then, unless the
Buyer has given each Seller prior written notice of the Buyer's decision to
waive such conditions, the Buyer may terminate this Agreement without prejudice
to any rights and remedies available to the Buyer.

                  (c) The Buyer may terminate this Agreement by giving written
notice to each Seller at any time prior to the Closing in the event any Seller
has breached any representation, warranty or covenant contained in this
Agreement in any material respect.

                  (d) Any Seller may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing in the event the Buyer has
breached any representation, warranty or covenant contained in this Agreement in
any material respect.

         11.2     TERMINATION OF OBLIGATIONS BY MUTUAL AGREEMENT.

         Anything to the contrary herein notwithstanding, this Agreement may be
terminated and the transactions contemplated hereby may be abandoned by the
mutual written consent of all of the Parties hereto at any time prior to the
Closing Date, and no Party shall have any liability for any costs, expenses,
losses of anticipated profits or any further obligation for breach of warranty
or otherwise to any other party to the Operative Documents.

         11.3     RISK OF LOSS OF PURCHASED ASSETS PRIOR TO CLOSING.

         The risk of any loss to the properties to be sold by each Seller
hereunder and all liability with respect to injury and damage occurring in
connection therewith shall be the sole responsibility of such Seller until the
completion of the Closing.

         11.4     DISCLOSURE SCHEDULES.

         Any item listed on any schedule attached hereto and made a part hereof
by either Party shall be deemed to have been disclosed to the other Party on all
such schedules for purposes hereof.

         11.5     BINDING EFFECT.


                                      -30-
<PAGE>   35
         This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.

         11.6     ENTIRE AGREEMENT.

         This Agreement together with the other Operative Documents contains the
entire agreement of the Parties with respect to the purchase of the Purchased
Assets and the other transactions contemplated herein, and supersede all prior
understandings and agreements of the Parties with respect to the subject matter
hereof. Any reference herein to this Agreement shall be deemed to include the
exhibits and schedules attached hereto and any reference herein to the Operative
Documents shall be deemed to include the exhibits and schedules attached
thereto.

         11.7     EXECUTION IN COUNTERPART.

         This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same agreement.

         11.8     NOTICES.

         All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been given if delivered personally,
sent by Federal Express or other similar overnight delivery service providing
evidence of receipt, or mailed via certified mail, return receipt requested,
postage prepaid as follows:

If to the Sellers:         Advanced Health Corporation
                           560 White Plains Road, 2nd Floor
                           White Plains, New York 10591
                           Attn:  Chief Executive Officer
                           and General Counsel

with a copy to:            O'Sullivan, Graev & Karabell, LLP
                           30 Rockefeller Plaza
                           New York, New York 10112
                           Attn:  Jonathan Rosenberg, Esq.

If to the Buyer:           PractiCare, Inc.
                           4 Griffin Road North
                           Windsor, Connecticut 06095
                           Attn:  President

with a copy to:            McDermott, Will & Emery
                           28 State Street
                           Boston, Massachusetts 02109
                           Attn:  Michael L. Blau, Esq.

         Any Party may change the address to which notices hereunder are to be
sent to it by giving written notice of such change of address in the manner
herein provided for giving notice. Any notice delivered personally shall be
deemed to have been given on the date it is so delivered,


                                      -31-
<PAGE>   36
and any notice delivered by registered or certified mail shall be deemed to have
been given on the date it is received.

         11.9     GOVERNING LAW.

         This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and to be
performed therein.

         11.10    REPRESENTATION BY COUNSEL.

         Each Party hereto represents and agrees that it has been represented by
legal counsel in connection with the negotiation, formation and execution of
this Agreement.

         11.11    ASSIGNMENT, SUCCESSORS AND ASSIGNS.

         This Agreement and the rights and obligations of each Seller hereunder
shall not be assignable or transferable by any Seller without the prior written
consent of the Buyer. The Buyer, on or after the Closing Date, may assign or
transfer this Agreement and its rights and obligations hereunder, including,
without limitation, the Noncompetition Agreement, without the prior written
consent of any Seller. All of the terms and provisions of this Agreement shall
be binding on and inure to the benefit of the Parties' respective successors and
permitted assignees.

         11.12    SPECIFIC PERFORMANCE.

         The Sellers acknowledge that the Business and the Purchased Assets are
unique, that a failure by the Sellers to complete the transactions contemplated
by this Agreement will cause irreparable injury to the Buyer, and that actual
damages for any such failure may be difficult to ascertain and may be
inadequate. Accordingly, the Buyer shall be entitled to specific performance of
any of the provisions of this Agreement in addition to any other legal or
equitable remedies to which the Buyer may otherwise be entitled for a failure by
the Seller to complete the transactions contemplated by this Agreement.

         11.13    SEVERABILITY.

         Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction.



            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                      -32-
<PAGE>   37
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above written.

                                      SELLERS:


                                      ADVANCED HEALTH MANAGEMENT
                                      CORPORATION

                                      By:   /s/ Jeffrey M. Sauerhoff
                                            ----------------------------------
                                            Name: Jeffrey M. Sauerhoff
                                            Title: Chief Financial Officer


                                      INTEGRATED MEDICAL MANAGEMENT, INC.

                                      By:   /s/ Jeffrey M. Sauerhoff
                                            ----------------------------------
                                            Name: Jeffrey M. Sauerhoff
                                            Title: Chief Financial Officer


                                      ADVANCED HEALTH CORPORATION
                                      d/b/a AHT CORPORATION

                                      By:    /s/ Jeffrey M. Sauerhoff
                                             ----------------------------------
                                             Name: Jeffrey M. Sauerhoff
                                             Title: Chief Financial Officer


                                      BUYER:


                                      PRACTICARE, INC.

                                      By:    /s/ C. Douglas Collins
                                             ----------------------------------
                                             Name: C. Douglas Collins, MD
                                             Title: President
<PAGE>   38
                                    SCHEDULES

Schedule 1.1(a)        Fixed Assets
Schedule 1.1(b)        Purchased Receivables
Schedule 1.1(c)        Purchased Contract and Other Rights; Assumed Encumbrances
Schedule 1.1(d)        Purchased Operating Data and Records
Schedule 1.1(e)        Purchased Proprietary Rights
Schedule 1.1(f)        Prepaid Expenses
Schedule 1.1(g)        Telephone and Facsimile Numbers
Schedule 1.1(h)        Licenses and Permits
Schedule 2.1(a)(ii)(x) Assumed Ordinary Trade Payables
Schedule 2.1(a)(ii)(y) Assumed Equipment-Related Payables
Schedule 2.1(b)        Fed Funds Wire Transfer Instructions
Schedule 2.3           Purchase Price Allocation
Schedule 4.2           Capital Structure
Schedule 4.6           Litigation
Schedule 4.7(a)        Affected Employees
Schedule 4.7(b)        Employees; Employment Terms
Schedule 4.11          Licenses
Schedule 4.12(a)       Corporate Services
Schedule 4.12(d)       Proprietary Rights
Schedule 4.13          Relationships with Customers
Schedule 4.14(a)       Employee Plans
Schedule 4.14(c)       Benefit Arrangements
Schedule 4.15(c)       Non-Compliance with Health Care Laws, Rules or
                       Regulations
Schedule 4.17          Compliance with Fictitious Name Statutes
Schedule 4.18          Brokers' Fees of Sellers
Schedule 4.20          Software
Schedule 5.4           Brokers' Fees of Buyer
Schedule 11.7          Finders' Fees

EXHIBITS

Exhibit A   Form of Holdback Escrow Agreement
Exhibit B   Form of General Assignment and Assumption Agreement and Bill of Sale
Exhibit C   Progress Bank Payoff Letter
Exhibit D   Form of Opinion of Special Counsel to the Sellers
Exhibit E   Form of Section 1445(b)(2) Certification
Exhibit F   Form of Opinion of Counsel to the Buyer
Exhibit G   Form of Termination Notice
Exhibit H   PHEC Management Services Agreement
<PAGE>   39
                            ASSET PURCHASE AGREEMENT

                                  by and among

                     ADVANCED HEALTH MANAGEMENT CORPORATION,

                             a Delaware corporation,

                      INTEGRATED MEDICAL MANAGEMENT, INC.,

                             a Delaware corporation,

                          ADVANCED HEALTH CORPORATION,
                             d/b/a AHT CORPORATION,

                             a Delaware corporation

                                 as the Sellers,

                                       and

                                PRACTICARE, INC.,

                             a Delaware corporation

                                  as the Buyer



                               Dated May 14, 1999
<PAGE>   40
                                    EXHIBIT A

                            HOLDBACK ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
the __ day of May, 1999, by and between ADVANCED HEALTH MANAGEMENT CORPORATION,
a Delaware corporation, INTEGRATED MEDICAL MANAGEMENT, INC., a Delaware
corporation and ADVANCED HEALTH CORPORATION d/b/a AHT CORPORATION, a Delaware
corporation ("Parent") (collectively, "Sellers"), PRACTICARE, INC., a Delaware
corporation ("Buyer") and State Street Bank and Trust Company ("Escrow Agent").

                                R E C I T A L S:

         WHEREAS, Sellers and Buyer have entered into that certain Asset
Purchase Agreement, dated May , 1999 (the "Asset Purchase Agreement") for the
sale by Sellers, and the purchase by Buyer, of certain of Sellers' assets; and

         WHEREAS, a condition to the obligation of Buyer and Sellers to
consummate the transactions contemplated by the Asset Purchase Agreement is that
this Agreement shall have been executed and delivered; and

         WHEREAS, unless otherwise defined herein, the capitalized terms used in
this Agreement shall have those meanings set forth in the Asset Purchase
Agreement, a copy of which is attached hereto; and

         WHEREAS, this Agreement is the Escrow Agreement regarding those certain
holdback funds contemplated by Section 2.1(b) of the Asset Purchase Agreement.

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

1. Recitals. The foregoing recitals are true and correct and form a part of this
Agreement.

2. Escrowed Proceeds. At the time of the execution of this Agreement, Buyer
shall deliver to Escrow Agent $450,000, in accordance with the terms and
conditions of the Asset Purchase Agreement (the "Holdback Funds"). All parties
acknowledge that the Holdback Funds will be held by Escrow Agent in a segregated
account and that such interest as is earned thereon will be reported on Parent's
EIN number.

3. Operation of Holdback Escrow. The Buyer and the Sellers agree and acknowledge
that the Holdback Funds shall be governed in accordance with Section 6.6 of the
Asset Purchase Agreement.
<PAGE>   41
4. Investment of the Holdback Funds. The Escrow Agent shall invest the Holdback
Funds in either treasury obligations of the United States government or in a
money market fund which maintains deposit insurance which is adequate to cover
such Holdback Funds. The Escrow Agent shall not be liable or responsible in any
manner for any loss or depreciation resulting from any such investment or for
any costs in connection therewith. All earnings received from the investment of
the Holdback Funds shall be credited to, and shall become a part of, the
Holdback Fund (and any losses on such investments shall be debited from the
Holdback Funds). The Escrow Agent shall have no liability for any investment
losses, including any losses on any investment required to be liquidated prior
to maturity in order to make a payment required hereunder.

5. Escrow Agent's Duties.

         (a) The Escrow Agent shall be obligated only for the performance of
such duties as are specifically set forth herein, and as set forth in any
additional written escrow instructions which Escrow Agent may receive after the
date of this Agreement which are signed by an officer of Buyer, Parent and
Escrow Agent, each of which are ministerial (and shall not be construed to be
fiduciary) in nature, and no implied duties or obligations of any kind shall be
read into this Agreement against or on the part of the Escrow Agent.

         (b) If Escrow Agent receives notice from either Buyer or Parent to
release any or all Holdback Funds (a "Release Notice") to such party (the
"Requesting Party"), Escrow Agent shall deliver a copy of such Release Notice to
the other party not requesting such release (the "Non-Requesting Party") by
certified mail, return receipt requested. If Escrow Agent does not receive a
written objection (an "Objection Notice") to such release from the
Non-Requesting Party within ten (10) business days of the date upon which the
copy of such Release Notice was received by the Non-Requesting Party, as
indicated on the certified mail receipt, Escrow Agent shall release to the
Requesting Party the exact amount of Holdback Funds requested by the Requesting
Party. If Escrow Agent does receive a written objection to such release from the
Non-Requesting Party within such ten (10) business day period, Escrow Agent
shall continue to hold, and shall not release, such disputed portion of the
Holdback Funds requested by the Requesting Party until otherwise directed by
written notice from both Buyer and Parent. The Escrow Agent shall release or
distribute the Holdback Funds promptly (i) to the Requesting Party in accordance
with either the Release Notice or joint instructions as set forth above; (ii) to
the Sellers, in the absence of any Release Notice or Objection Notice from
either the Buyer or the Parent, received by the Escrow Agent at 5:00 p.m.
Eastern Time upon the six month anniversary of this Agreement; or (iii) to the
Sellers, such portion of the Holdback Funds which is not the subject of any
Release Notice between the Buyer and the Sellers upon the six month anniversary
of this Agreement.

         (c) The Escrow Agent is hereby expressly authorized to respond to
orders or process of courts of law, and is hereby expressly authorized to comply
with any final order, decree or judgement of a court in the United States of
America, the time for perfection of an appeal of such order, decree and judgment
having expired; provided, however, the Escrow Agent shall not be


                                      -2-
<PAGE>   42
obligated to take any legal or other action hereunder which might in its
judgment involve or cause it to incur any expense or liability unless it shall
have been furnished with acceptable indemnification. In case Escrow Agent obeys
or complies with any such order, judgment or decree of any court, Escrow Agent
shall not be liable to any of the parties hereto or to any other person by
reason of such compliance, notwithstanding any such order, judgment or decree
being subsequently reversed, modified, annulled, set aside, vacated or found to
have been entered without jurisdiction.

         (d) The Escrow Agent shall not be liable in any respect on account of
the identity, authority or rights of the parties hereto executing or delivering
or purporting to execute or deliver this Agreement, unless the Escrow Agent has
actual knowledge to the contrary.

         (e) The Escrow Agent shall not be liable for the expiration of any
rights under any statute of limitations with respect to this Agreement.

         (f) In performing any duties under this Agreement, Escrow Agent shall
not be liable to any party for damages, losses, or expenses, except for gross
negligence or willful misconduct on the part of Escrow Agent. In no event shall
the Escrow Agent be liable for indirect, punitive, special or consequential
damage or loss (including but not limited to lost profits) whatsoever, even if
the Escrow Agent has been informed of the likelihood of such loss or damage and
regardless of the form of action. Further, Escrow Agent shall not incur any such
liability for: (i) any act or failure to act made or omitted in good faith; or
(ii) any action taken or omitted in reliance upon any instrument, properly given
and consistent with the provisions contained in this Agreement, including any
written statement of affidavit provided for in this Agreement that Escrow Agent
shall in good faith believe to be genuine, nor will Escrow Agent be liable or
responsible for forgeries, fraud, impersonations, or determining the scope of
any representative authority. In addition, Escrow Agent may consult with legal
counsel, including in-house counsel, in connection with Escrow Agent's duties
under this Agreement and shall be fully protected in any act taken, suffered, or
permitted by him/her in good faith in accordance with the written advice of
counsel. The Escrow Agent is not responsible for determining and verifying the
authority of any person acting or purporting to act on behalf of any party to
this Agreement, unless the Escrow Agent has actual knowledge to the contrary.

         (g) The Escrow Agent may resign at any time upon giving at least thirty
(30) days written notice to the parties; provided, however, that no such
resignation shall become effective until the appointment of a successor escrow
agent which shall be accomplished as follows: the parties shall use their best
efforts mutually to agree on a successor escrow agent within thirty (30) days
after receiving such notice. If the parties fail to agree upon a successor
escrow agent within such time, Escrow Agent shall have the right to appoint a
successor escrow agent. The successor escrow agent shall execute and deliver an
instrument accepting such appointment and it shall, without further acts be
vested with all the estates, properties, rights, powers and duties of the
predecessor escrow agent as if originally named as escrow agent. Upon
appointment of a successor escrow agent and transfer of the Holdback Funds
(together with all interest and dividends earned thereon) to the successor
escrow agent, Escrow Agent shall be


                                      -3-
<PAGE>   43
discharged from any further duties and liability under this Agreement.
Notwithstanding anything else herein, any company into which Escrow Agent may be
merged or with which it may be consolidated, or any company to whom Escrow Agent
may transfer a substantial amount of its escrow business, shall be the successor
to Escrow Agent without the execution or filing of any paper or any further act
on the part of any of the parties anything herein to the contrary
notwithstanding.

6. Fees and Costs. The Buyer agrees to pay and reimburse the Escrow Agent for
its attorney's fees and expenses incurred in connection with the preparation of
this Agreement and to pay all fees of Escrow Agent for performance of its duties
hereunder in accordance with the standard fee schedule of Escrow Agent. The
Buyer shall also reimburse Escrow Agent for all reasonable expenses incurred by
it in performance of its duties under this Agreement. It is understood that the
fees and usual charges agreed upon for services of Escrow Agent shall be
considered compensation for ordinary services as contemplated by this Agreement.
In the event that the conditions of this Agreement are not promptly fulfilled,
or if Escrow Agent renders any service not provided for in this Agreement, or if
the parties hereto request a substantial modification of its terms, or if any
controversy arises, or if Escrow Agent is made a party to, or intervenes in, any
litigation pertaining to the Holdback Funds or its subject matter, the Buyer and
Sellers agree, jointly and severally, to pay or reimburse the Escrow Agent for
such extraordinary services and for all costs, attorney's fees, including
allocated costs of in-house counsel, and expenses occasioned by such default,
delay, controversy or litigation.

7. Further Provisions Relating to Holdback Funds. It is understood and agreed
that Escrow Agent shall:

         (a)      Not be charged with any knowledge of or be bound by or be
                  under any duty to enforce any of the terms or conditions of
                  the Asset Purchase Agreement;

         (b)      Be protected in acting upon any notice, written request,
                  certificate approval, consent or other paper believed by it to
                  be genuine and to be signed by the proper party or parties;

         (c)      Be conclusively deemed to have given and delivered any notice
                  required to be given or delivered hereunder if the same is in
                  writing, signed by it and mailed, by registered or certified
                  mail, in a sealed, postage prepaid wrapper, addressed to the
                  appropriate party at its address herein set out;

         (d)      Be entitled to consult with its counsel, including in-house
                  counsel, and shall not be liable for any action taken or
                  admitted by it in accordance with the opinion and advice of
                  such counsel whether such counsel be a member of its staff or
                  independent counsel;

         (e)      Be indemnified and held harmless by Buyer and Sellers, and
                  their respective successors and assigns, jointly and
                  severally, against any and all claims made against Escrow
                  Agent by reason of its acting or failing to act in connection
                  with


                                      -4-
<PAGE>   44
                  any of the transactions contemplated hereby and against any
                  and all losses, claims, damages, liabilities, actions, suits
                  or proceedings at law or in equity or any other expenses,
                  including reasonable attorneys' fees, it may sustain or with
                  which it may be threatened by reason of it acting as Escrow
                  Agent under this Agreement, except such claims which are
                  occasioned by its gross negligence or willful misconduct; and

         (f)      Not be liable to Buyer or Sellers, or to any other person or
                  entity, with respect to any action taken or omitted to be
                  taken by Escrow Agent in good faith (except where such action
                  amounts to gross negligence on the part of the Escrow Agent).

         (g)      The Escrow Agent shall have no more or less responsibility or
                  liability on account of any action or omission of any
                  book-entry depository, securities intermediary or other
                  subescrow agent employed by the Escrow Agent than any such
                  book-entry depository, securities intermediary or other
                  subescrow agent has to the Escrow Agent, except to the extent
                  that such action or omission or any book-entry depository,
                  securities intermediary or other subescrow agent was caused by
                  the Escrow Agent's own gross negligence, bad faith or willful
                  misconduct in breach of this Agreement.

                  The foregoing indemnification and agreement to hold harmless
                  of this Section 7 shall survive the termination of this
                  Agreement.

8. Controversies; Escrow Agent's Right to Interplead. If any controversy arises
between the parties, or with any other party, concerning the subject matter of
this Agreement, its terms or conditions, Escrow Agent will not be required to
determine the controversy or to take any action regarding it. The Escrow Agent
may (at its sole option and election) hold all documents and cash balances until
such dispute shall have been settled either by the mutual written agreement of
the parties involved or by a final order, decree or judgment of a court in the
United States of America, the time for perfection of an appeal of such order,
decree and judgment having expired. The Escrow Agent may, but shall be under no
duty whatsoever to, institute or defend any legal proceedings which relate to
the Holdback Funds. In such event, Escrow Agent will not be liable for any
damage, costs or liabilities. Furthermore, in the event that any controversy
should arise between Buyer and Sellers during the term of this Agreement
concerning the right to any of the Holdback Funds, Escrow Agent shall have the
right to interplead any or all of the Holdback Funds into a court of competent
jurisdiction located in the Commonwealth of Massachusetts, for the purpose of
determining the party or parties entitled thereto. All costs, expenses, charges
and reasonable attorneys' fees incurred by Escrow Agent due to the interpleader
action shall be borne jointly and severally by the Buyer and the Sellers.

9. Termination of Escrow Agent's Liability. The Escrow Agent's responsibilities
and liabilities hereunder shall terminate upon payment by Escrow Agent of the
Holdback Funds in accordance with the provisions of this Agreement. In addition,
Escrow Agent's liability hereunder shall terminate upon its interpleading such
Holdback Funds.


                                      -5-
<PAGE>   45
10. Notices. Any notice or other communication required or which may be given
hereunder shall be in writing and either be delivered personally or be mailed,
certified or registered mail, postage prepaid, and shall be deemed given when so
delivered personally, or if mailed, five (5) days after the date of mailing, as
follows:

   If to Buyer to:          PractiCare, Inc.
                            4 Griffin Road North
                            Windsor, CT 06095
                            Attn:  President
                            Tel: (860) 688-5370
                            Fax: (860) 688-5990

   with a copy to:          McDermott, Will & Emery
                            28 State Street
                            Boston, MA  02109
                            Attn:  Michael L. Blau, Esq.
                            Tel: (617) 535-4010
                            Fax: (617) 535-3800

   If to Sellers:           c/o Advanced Health Corporation
                            555 White Plains Road, 5th Floor
                            Tarrytown, NY  10591
                            Attn:  President and General Counsel
                            Tel:  (914) 524-4200
                            Fax: (914) 332-1741

   If to Escrow Agent to:   State Street Bank & Trust Company
                            Corporate Trust Department, Fourth Floor
                            2 International Place
                            Boston, MA  02110
                            Attn:  PractiCare/Advanced Health Escrow
                            Tel: (617) 664-5311
                            Fax: (617) 664-5374

         The parties may change the persons and addresses to which the notices
or other communications are to be sent by giving written notice of any such
change in the manner provided herein for giving notice.

         (a)      Wiring Instructions. Any funds to be paid to or by the Escrow
                  Agent hereunder shall be sent by wire transfer pursuant to the
                  following instructions (or by such method or payment and
                  pursuant to such instruction as may have been given in advance
                  and in writing to or by the Escrow Agent, as the case may be,
                  in accordance with Section 10(a) above);


                                      -6-
<PAGE>   46
                  If to Buyer to:        Bank: ________________
                                         ABA #: _______________
                                         A/C#:  _______________
                                         Attn:  _______________
                                         Ref:  ________________

                  If to Sellers:         Bank: Bank of New York
                                         ABA #: 021000018
                                         A/C#: 670-1262466
                                         Attn:  _______________
                                         Ref:  ________________

                  If to Escrow Agent to: State Street Bank & Trust Company
                                         ABA#:  0110 0002 8
                                         A/C#:  9903-990-1
                                         Attn:  Corporate Trust Department
                                         Ref:  122240-010
                                         Fax:  617-664-5374

11. Waiver. No waiver by a party of any default or nonperformance hereunder
shall be deemed a waiver of any subsequent default or nonperformance. No waiver
shall be effective unless in writing, and signed by the party or parties to
which the performance of duty is owed. No delay in the serving of any right or
remedy shall constitute a waiver of any right or remedy.

12. Independent Covenants. The parties agree that each of the covenants and
provisions contained in this Agreement shall be deemed severable and construed
as independent of any other covenant or provision.

13. Severability. If all or any portion of a covenant or provision in this
Agreement is held invalid, unreasonable or unenforceable by a court or agency
having valid jurisdiction in an unappealed final decision, the remaining
covenants and provisions shall remain valid and enforceable. The parties hereto
agree to be bound by any lesser covenant or provision contained within the terms
of such covenant or provision that imposes the maximum duty permitted by law, as
if the resulting covenant or provision were separately stated in, and made a
part of this Agreement.

14. Modifications and Amendments. This Agreement may not be, and shall not be
construed to have been modified, amended, rescinded, canceled, or waived, in
whole or in part, except if done so in writing and executed by the parties
hereto.

15. Governing Law. The validity, interpretation and enforcement of this
Agreement shall be governed by, and construed and enforced in accordance with
the laws of the Commonwealth of Massachusetts without giving effect to its
conflicts of laws provisions, and to the exclusion of the law of any other
forum.


                                      -7-
<PAGE>   47
16. Exclusive Jurisdiction; Venue. EACH PARTY AGREES TO SUBMIT TO THE EXCLUSIVE
PERSONAL JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN
COMMONWEALTH OF MASSACHUSETTS FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF, IN
CONNECTION WITH, OR BY REASON OF THE INTERPRETATION, CONSTRUCTION, AND
ENFORCEMENT OF THIS AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN
THAT SUCH COURTS CONSTITUTE AN INCONVENIENT FORUM. In any such action or
proceeding, the parties each hereby absolutely and irrevocably (i) waives
personal service of any summons, compliant, declaration or other process, and
(ii) agrees that the service thereof may be made by certified or registered
first class mail directed to such party, as the case may be, at their respective
addresses in accordance with Section 10 hereof.

17. Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR THIS AGREEMENT, EACH
PARTY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL
RIGHTS TO A TRIAL BY JURY OF ANY ISSUES SO TRIABLE.

18. No Third Party Beneficiary. No party other than the parties hereto has, or
shall have, any lien, claim or security interest in the Holdback Funds or any
part thereof. No financing statement under the Uniform Commercial Code is on
file, or will be filed, in any jurisdiction claiming a security interest in or
describing (whether specifically or generally) the Holdback Funds or any part
thereof.

19. Counterparts. This Agreement may be executed by each party upon a separate
counterpart, and in such case one copy of this Agreement shall consist of enough
of such copies to reflect the signature of all of the parties to this Agreement.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, and it shall not be necessary in making proof of this
Agreement or the terms of this Agreement to produce or account for more than one
of such counterparts.

20. Assignment. No party may assign any of its rights or delegate any of its
obligations hereunder without the prior written consent of the other parties.
This Agreement binds, inures to the benefit of and is enforceable by the
respective successors and permitted assigns of the parties and it does not
confer any rights on any other persons or entities.

21. Tax-Related Terms.

         (a)      Certification of Tax Indemnification Number. The Parent hereto
                  agrees to provide the Escrow Agent with a certified tax
                  identification number by signing and returning a Form W-9 (or
                  Form W-8, in case of non-U.S. persons) to the Escrow Agent
                  prior to the date on which any income earned on the investment
                  of the Holdback Funds is credited to the Holdback Escrow. The
                  Parent understands that, in the event its tax identification
                  numbers is not certified to the Escrow Agent, the Internal
                  Revenue Code, as amended from time to time, may require
                  withholding of a portion of any interest or other income
                  earned on the investment


                                      -8-
<PAGE>   48
                  of the Holdback Funds.

         (b)      Tax Indemnification. Each of the Buyer, on the one hand, and
                  the Sellers, on the other hand, agree, jointly and severally,
                  (i) to assume any and all obligations imposed now or hereafter
                  by any applicable tax law with respect to any payment or
                  distribution of the Holdback Funds or performance of other
                  activities under this Agreement, (ii) to instruct the Escrow
                  Agent in writing with respect to the Escrow Agent's
                  responsibilities for withholding and other taxes, assessments
                  or other governmental charges, and to instruct the Escrow
                  Agent with respect to any certifications and governmental
                  reporting that may be required under any laws or regulations
                  that may be applicable in connection with its acting as Escrow
                  Agent under this Agreement, and (iii) to indemnify and hold
                  the Escrow Agent harmless from any liability or obligation on
                  account of taxes, assessments, additions for late payment,
                  interest, penalties, expenses and other governmental charges
                  that may be assessed or asserted against the Escrow Agent in
                  connection with or relating to any payment made or other
                  activities performed under the terms of this Agreement,
                  including, without limitation, any liability for the
                  withholding or deduction of (or the failure to withhold or
                  deduct) the same, and any liability for failure to obtain
                  proper certifications or to report properly to governmental
                  authorities in connection with this Agreement, including costs
                  and expenses (including reasonable legal fees and expenses),
                  interest and penalties. The foregoing indemnification and
                  agreement to hold harmless shall survive the termination of
                  this Agreement.

22. Force Majeure. The Escrow Agent shall not be responsible for delays or
failures in performance resulting from acts beyond its control. Such acts shall
include but not be limited to acts of God, strikes, lockouts, riots, acts of
war, epidemics, governmental regulations superimposed after the fact, fire,
communication line failures, computer viruses, power failures, earthquakes or
other disasters.

23. Reproduction of Documents. This Agreement and all documents relating
thereto, including, without limitation, (a) consents, waivers and modifications
which may hereafter be executed, and (b) certificates and other information
previously or hereafter furnished, may be reproduced by any photographic,
photostatic, microfilm, optical disk, micro-card, miniature photographic or
other similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction of such reproduction of such
reproduction shall likewise be admissible in evidence.

                [Remainder of this Page Intentionally Left Blank]


                                      -9-
<PAGE>   49
         WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above


                                      SELLERS


                                      ADVANCED HEALTH
                                        MANAGEMENT CORPORATION


Attest:__________________________
                                      By:_____________________________
                                      Name:
                                      Its:


                                      INTEGRATED MEDICAL MANAGEMENT, INC.


Attest:__________________________
                                      By:_____________________________
                                      Name:
                                      Its:


                                      ADVANCED HEALTH CORPORATION
                                        d/b/a AHT CORPORATION


Attest:__________________________
                                      By:_____________________________
                                      Name:
                                      Its:


                                      BUYER


                                      -10-
<PAGE>   50
                                      PRACTICARE, INC.



Attest:__________________________
                                      By: /s/ C. Douglas Collins
                                          ------------------------------
                                      Name: C. Douglas Collins, MD
                                      Its: President



                                      ESCROW AGENT

                                      STATE STREET BANK AND
                                        TRUST COMPANY


Attest:__________________________
                                      By: /s/ Arthur L. Blakeslee
                                          ------------------------------
                                      Name: Arthur L. Blakeslee
                                      Its: President


                                      -11-
<PAGE>   51
                                    EXHIBIT B
                GENERAL ASSIGNMENT AND ASSUMPTION OF LIABILITIES
                                AND BILL OF SALE


ADVANCED HEALTH MANAGEMENT
CORPORATION, INTEGRATED
MEDICAL MANAGEMENT, INC. and
ADVANCED HEALTH CORPORATION
d/b/a AHT CORPORATION,                               PRACTICARE, INC.,
Assignors                                      to    Assignee


         Pursuant to and in accordance with the terms and provisions of that
certain Asset Purchase Agreement, dated as of May , 1999 (the "Agreement") by
and among Advanced Health Management Corporation, a Delaware corporation,
Integrated Medical Management, Inc., a Delaware corporation and Advanced Health
Corporation d/b/a AHT Corporation, a Delaware corporation (the "Parent") (each
an "Assignor" and collectively, the "Assignors") and PractiCare, Inc., a
Delaware corporation (the "Assignee") and for the consideration therein
specified, Assignors do hereby (subject to Section 9.4 of the Agreement) sell,
convey, deliver, assign and transfer to Assignee, free and clear of any
Encumbrance except as permitted therein, and Assignee does hereby acquire from
Assignors, all of Assignors' right, title and interest in and to the Purchased
Assets, namely:

                  (a)      each Assignor's equipment, supplies, leasehold
                           improvements, furniture, fixtures and other fixed
                           assets set forth in Schedule 1.1(a) to the Agreement;

                  (b)      each Assignor's receivables relating to the Business
                           as set forth in Schedule 1.1(b) to the Agreement;

                  (c)      each Assignor's rights and benefits accruing to such
                           Assignor under all orders, contracts, leases and
                           agreements made by such Assignor, and each Assignor's
                           vendor and supplier relationships as the same relate
                           to the Business, as set forth in Schedule 1.1(c) to
                           the Agreement;

                  (d)      each Assignor's operating data and operating records
                           in whatever form and media which pertain to: (i) the
                           Purchased Assets, including any accounting records
                           and such other records as are reasonably necessary to
                           collect the Purchased Receivables and pay the Assumed
                           Liabilities; (ii) the Business, including supplier
                           lists, manuals, correspondence, mailing lists,
                           account lists, Works (as defined in various contracts
                           included in the Purchased Contract and Other Rights
                           except as specifically excluded on SCHEDULE 1.1 (d))
                           and other similar documents and records as specified
                           in Schedule 1.1(d) to the Agreement; and (iii)
                           advertising and sales materials as specified in
                           Schedule 1.1(d) to the Agreement;
<PAGE>   52
                  (e)      the proprietary rights owned or licensed by each
                           Assignor and used in the conduct of the Business,
                           including, without limitation, all trademarks,
                           service marks and designs, trade names, trade
                           secrets, technology, software, operating systems,
                           know-how, slogans, copyrights, processes, operating
                           rights, Marks (as defined in various contracts
                           included in the Purchased Contract and Other Rights,
                           to the extent permitted thereby) and other similar
                           intangible property and rights relating to the
                           Business, as set forth in Schedule 1.1(e) to the
                           Agreement;

                  (f)      each Assignor's prepaid expenses relating to the
                           Business and as set forth in Schedule 1.1(f) to the
                           Agreement, subject to adjustment as provided in
                           Section 6.5 therein;

                  (g)      each Assignor's right and interest in and to the
                           telephone and facsimile numbers set forth in Schedule
                           1.1(g) to the Agreement;

                  (h)      each Assignor's licenses and permits which pertain to
                           the Purchased Assets, the Business and/or the
                           operation and conduct thereof, to the extent
                           transferable, as set forth in Schedule 1.1(h) to the
                           Agreement; and

                  (i)      each Assignor's right, title and interest in and to
                           all of the goodwill associated with the Purchased
                           Assets, the Business and/or the conduct and operation
                           thereof.


         TO HAVE AND TO HOLD the same, with the appurtenances thereof, unto
Assignee, its successors and assigns, forever, to its own use and behalf.

         Pursuant to Section 2.1 of the Agreement, the Assignee hereby assumes
and agrees to pay or discharge when due in accordance with their respective
terms only: (a) the ordinary trade payables of the Assignors, which payables
have arisen in the ordinary course of the Business and which are more fully
described in Schedule 2.1(a)(ii)(x) to the Agreement; (b) the equipment-related
payables of the Assignors, which payables have arisen in the ordinary course of
the Business and which are more fully described in Schedule 2.1(a)(ii)(y) to the
Agreement; and (c) the obligations of the Assignors arising and to be performed
after the Closing Date pursuant to the Purchased Contract and Other Rights and
Purchaser Proprietary Rights. The Assignee expressly does not assume and will
not have any responsibility, however, with respect to any other obligation or
liability of any Assignor.

         Capitalized terms used herein and not otherwise defined herein shall
have the meanings respectively ascribed to them in the Agreement.

         This General Assignment and Assumption of Liabilities and Bill of Sale
shall be effective for all purposes upon its delivery and shall inure to the
benefit of, and shall be binding upon and enforceable against, each of the
undersigned and their respective successors and assigns. This


                                      -2-
<PAGE>   53
General Assignment and Assumption of Liabilities and Bill of Sale may be
executed in any number of counterparts, each of which shall be an original and
all of which shall constitute one and the same instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -3-
<PAGE>   54
         IN WITNESS WHEREOF, each of the undersigned has caused this instrument
to be executed under seal by its duly authorized officer, respectively, as of
May __, 1999.


ASSIGNORS:                                ASSIGNEE:

ADVANCED HEALTH MANAGEMENT                PRACTICARE, INC.
CORPORATION


By: ________________________________      By: ______________________________
Name:                                     Name:
Title:                                    Title:


INTEGRATED MEDICAL MANAGEMENT,
INC.


By: ________________________________
Name:
Title:


ADVANCED HEALTH CORPORATION
d/b/a AHT CORPORATION


By: ________________________________
Name:
Title:


                                      -4-
<PAGE>   55
                                   EXHIBIT E

                TRANSFEROR'S CERTIFICATION OF NON-FOREIGN STATUS
                    UNDER TREAS. REG. SECTION 1.1445-2(b)(2)


                  Section 1445 of the Internal Revenue Code of 1986, as amended
(the "Code"), provides that a transferee of a U.S. real property interest must
withhold tax if the transferor is a foreign person. To inform the transferee
that withholding of tax is not required upon the disposition of a U.S. real
property interest by Integrated Medical Management, Inc., a Delaware corporation
(the "Seller"), the undersigned hereby certifies the following on behalf of the
Seller:

                  1. The Seller is not a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in the
Code and the Income Tax Regulations);

                  2. The Seller's U.S. employer identification number is
__-_______; and

                  3. The Seller's office address is __________________________.

                  The Seller understands that this certification may be
disclosed to the Internal Revenue Service by the transferee and that any false
statement contained herein could be punished by fine, imprisonment, or both.

                  Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct and
complete, and I further declare that I have authority to sign this document on
behalf of the Seller.

                                              INTEGRATED MEDICAL MANAGEMENT, INC


                                              __________________________________
                                              Name:
                                              Title:
                                              Date: