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                                                                    EXHIBIT 10.4

                        SEPARATION AND RELEASE AGREEMENT

         This SEPARATION AND RELEASE AGREEMENT (the "Agreement") is dated as of
June 8, 2000, and is entered into between PHYCOR, INC., a Tennessee corporation
(the "Company"), and JOSEPH C. HUTTS ("Executive").

         WHEREAS, Executive is currently employed by the Company as Chairman and
Chief Executive Officer; and

         WHEREAS, the Company and Executive wish to terminate Executive's
employment with the Company effective June 8, 2000; and

         WHEREAS, Executive is party to certain compensatory agreements with the
Company, and Executive and the Company desire to embody in this Agreement the
settlement of all obligations with respect to such agreements, as well as other
terms and conditions applicable to Executive's termination of employment; and

         WHEREAS, except to the extent provided herein, this Agreement will
supersede all prior oral and written agreements, arrangements and understandings
relating to the terms and conditions of Executive's employment and termination
of such employment.

         NOW, THEREFORE, the parties hereby agree:

         1. Termination Date. Executive's separation from the Company will be
effective as of the date hereof (the "Termination Date"). As of the Termination
Date, Executive will, and hereby, does relinquish his title of Chairman and
Chief Executive Officer and any other positions which he then holds with the
Company or any of its subsidiaries or affiliates. The Executive will, and
hereby, does resign from all directorships with the Company's subsidiaries or
affiliates; provided, however, the Executive shall remain a director of the
Company but shall relinquish the title of Chairman.

         2. Company Property. Executive will return to the Company all
Company-owned property in his possession.

         3. Termination and SERP Benefits. (a) The Company will:

            (i) as soon as practicable after the Termination Date, but in no
event more than five (5) business days thereafter, pursuant to the amended SERP,
pay to Executive $2,319,907 in a single lump sum,

            (ii) as soon as practicable after the Termination Date, but in no
event more than five (5) business days thereafter, pursuant to the amended SERP,
execute and deliver to the Executive and the Security Life of Denver Insurance




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Company (the "Insurer") releases, in form and substance satisfactory
to the Executive and the Insurer, pursuant to which the Company shall release
all of its rights in and to, including without limitation, the Company's
collateral assignment rights in and to, those certain insurance policies
numbered (a) 91-1569005 and (b) 10-66967 (which may be replaced by 91-1560747)
(if policy number 10-66967 is received, it will be encumbered by a policy loan
of approximately $125,000) (collectively, the "Policies"). The Company believes
the net cash surrender value of the Policies shall not be less than $1,050,000

         (iii) as soon as practicable after the Termination Date, use its best
efforts to obtain consent of the Company's lenders under the Company's Third
Amended and Restated Revolving Credit Agreement dated as of January 28, 2000
(the "Credit Facility"), for a lump sum separation payment to Executive of $1.3
million or in the alternative, the payment of such amount in 26 equal monthly
installments (the "Separation Payment(s)"). If approval to make the lump sum
Separation Payment is obtained, the Company will promptly pay $1.3 million to
Executive. If such approval to pay the lump sum Separation Payment is not
obtained, but approval to make the Separation Payments over 26 months is
obtained, the Company shall commence the Separation Payments promptly, to the
extent of and in accordance with such approval, with the initial Separation
Payment equal to the product of the monthly installment multiplied by the number
of calendar months ended between the date hereof and the receipt of such
approval. Thereafter, the Company will pay each monthly Separation Payment on
the last day of the month. In the event neither approval is obtained, the
Company agrees to make the Separation Payment(s) at the earliest time that the
Separation Payment(s) will not result in a financial or accounting charge that
causes a default under the Credit Facility covenants applicable to the financial
performance of the Company and subsidiaries taken as a whole, as the Credit
Facility may be amended from time to time or under similar covenants contained
in any replacement senior credit facility.

         The actions described in Sections 3(a)(i), (ii) and (iii) shall
collectively be considered the "Termination Payment".

         (b) Such Termination Payment will be in full payment and settlement of
any and all amounts and benefits otherwise due, payable or owing to Executive
under (i) his Amended and Restated Employment Agreement with the Company dated
August 1, 1997 (the "Employment Agreement"), (ii) the Company's Supplemental
Executive Retirement Plan (the "SERP"), (iii) the Split Dollar Agreement dated
May 4, 2000 between Executive and the Company, the Policies (provided, however,
all rights to proceeds from the Policies and the net cash surrender values
thereof, shall be the sole property of the Executive), and the related trust
established by the Company for funding its obligations under such agreement (the
"Split Dollar Agreement"), and (iv) any other agreements, plans or arrangements
providing for payments, benefits or perquisites of any kind, including but not
limited to those described in the Employment Agreement, (all such



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agreements and plans, including retirement benefits payable pursuant to the
SERP, described in clauses (i) through (iv) being referred to collectively
herein as the "Compensation Arrangements"); provided, however, that the
foregoing settlement of amounts due, payable or owing under the Compensation
Arrangements will not include (A) any waiver of Executive's rights in or to
salary or benefits paid or provided or to be paid or provided to Executive
pursuant to any of the Compensation Arrangements through the Termination Date,
including, without limitation, all Executive accounts relating to pension
(including Executive's rights to his 401(k) account and a refund of the funds
contributed by Executive to date for the 2000 Plan Year in the Company's
Employee Stock Purchase Plan), profit sharing, savings or other retirement plans
(other than pursuant to the SERP, the Policies or the Split Dollar Agreement) or
(B) any waiver of Executive's rights in or to any outstanding stock options held
by Executive under the Company's 1988 and 1999 Incentive Stock Plans. Options
held by Executive will be exercisable in accordance with their existing terms
until 90 days after the Termination Date or such later date as may be provided
for in the applicable grant and, to the extent not exercised by such date, will
expire and be cancelled. The SERP will be amended in a manner consistent with
the foregoing to provide the aforementioned retirement benefit.

         (c) Executive covenants to execute any additional documentation and
take such other actions as directed by the Company as the Company reasonably
deems necessary or appropriate to fully effect a waiver of all rights under the
Compensation Arrangements, including any documentation relating to the SERP
benefits and termination of the Split Dollar Agreement, so as to ensure that no
benefits will be payable to Executive under any such arrangements. Specifically
and without limitation, Executive agrees that, as provided in Section 7.3 of the
Split Dollar Agreement, (i) the Company will cease making any payments of
premiums in respect of the Policies and (ii) the trust relating to the Split
Dollar Agreement will be terminated and all amounts therein will revert to the
Company. Executive's right to receive and/or retain the Termination Payment will
be contingent on his compliance with these covenants.

         (d) On a date to be mutually agreed upon by the Executive and the
Compensation Committee, but not later than March 1, 2001, the Company will grant
Executive an option to purchase 200,000 shares of the Company's common stock
(the "Option") under the Company's 1999 Incentive Stock Plan (the "1999 Plan")
(which number of shares shall be subject to pro rata adjustment for (i) any
increase or decrease in the number of issued shares of common stock resulting
from a subdivision or combination of shares, (ii) the payment of a stock
dividend in shares of common stock to holders of outstanding shares of common
stock or (iii) any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company). The price per share
under the Option will be the fair market value of the Company's common stock (as
defined in the 1999 Plan) on the date of grant. The Option will be fully vested
and exercisable on the grant date,



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and will have a maximum term of 10 years, but will expire 90 days after the date
on which Executive ceases to be a director, unless otherwise provided under the
terms of the applicable grant.

         4. Benefit Plans. Except as otherwise specifically provided in this
Agreement or by law, Executive's participation in all employee benefit plans and
executive compensation plans and practices of the Company will terminate on the
Termination Date, and there will be no other payments or benefits payable to or
on behalf of Executive by the Company, including, but not limited to, any other
salary, bonus, commissions, fees, benefits, transfer of life insurance policies,
or other payments of any nature whatsoever. Notwithstanding the foregoing to the
contrary, the Executive may elect health care continuation coverage for himself
and his covered dependents under the Company's medical plans as required by
COBRA, and the Company will make all COBRA premium payments on behalf of the
Executive and his dependents. Additionally, for such period of time as the
noncompetition provisions of Section 7 hereof remain in effect beyond the
expiration of the maximum period of COBRA-eligibility under then-applicable law,
the Company agrees to reimburse Executive for the cost of comparable medical and
dental coverage. If Executive obtains other employment and obtains medical and
dental insurance with his new employer, the foregoing obligation of the Company
with respect to COBRA shall cease. Additionally, for such period of time as the
noncompetition provisions of Section 7 hereof remain in effect, the Company will
pay all premiums with regard to long-term disability coverage for the Executive
pursuant to his existing policy. If Executive obtains other employment and
obtains long-term disability coverage from his new employer, the foregoing
obligation of the Company with respect to such coverage shall cease. In
addition, Executive shall be entitled to the benefits applicable to all
Non-Employee Directors for such time as he serves as a director of the Company.

         5. Taxes/Tax Reimbursement Payment.

            (a) The payments payable hereunder and the release of the Policies
to the Executive under this Agreement will be subject to reduction to satisfy
all applicable Federal, state and local withholding obligations.

            (b) Anything in this Agreement to the contrary notwithstanding, in
the event it shall be determined that any payment or distribution by or on
behalf of the Company to or for the benefit of Executive as a result of a change
in control, as defined in Section 280G of the Internal Revenue Code (the
"Code"), (whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, but determined without regard to any
additional payments required under this Section, a "Payment") would be subject
to the excise tax imposed by Section 4999 of the Code, or any interest or
penalties are incurred by Executive with respect to such excise tax (such excise
tax together with any such interest and penalties are hereinafter collectively
referred to as the "Excise Tax"), then Executive shall be entitled to receive an
additional payment (a



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"Gross-Up Payment") in an amount such that after payment by Executive of all
taxes (including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.

             (c) Subject to the procedures of subsection (d) below regarding
contest and payment of claims, the initial determination with respect to Excise
Tax liability described in this Section 5, including whether and when a Gross-Up
Payment is required, the amount of such Gross-Up Payment and the assumptions to
be utilized in arriving at such determination, shall be made by a nationally
recognized accounting firm or law firm selected by the Executive, subject to the
consent of the Company, which consent shall not be unreasonably withheld (the
"Tax Firm"); provided, however, that the Tax Firm shall not determine that no
Excise Tax is payable by the Executive unless it delivers to Executive a written
opinion (the "Tax Opinion") that failure to pay the Excise Tax and to report the
Excise Tax and the payments potentially subject thereto on or with Executive's
applicable federal income tax return will not result in the imposition of an
accuracy-related or other penalty on Executive. All fees and expenses of the Tax
Firm shall be borne solely by the Company. Within fifteen (15) business days of
the receipt of notice from Executive that there has been a Payment, or such
earlier time as is requested by the Company, the Tax Firm shall make all
determinations required under this Section 5, shall provide to the Company and
Executive a written report setting forth such determinations, together with
detailed supporting calculations, and, if the Tax Firm determines that no Excise
Tax is payable, shall deliver the Tax Opinion to the Executive. Any Gross-Up
Payment, as determined pursuant to this Section 5, shall be paid by the Company
to Executive within fifteen (15) days of the receipt of the Tax Firm's
determination. Subject to the other provisions of this Section 5, any
determination by the Tax Firm shall be binding upon the Company and the
Executive with respect to their respective tax reporting positions; provided,
however, that the Executive shall only be bound to the extent that the
determinations of the Tax Firm hereunder, including the determinations made in
the Tax Opinion, are reasonable and reasonably supported by applicable law. The
parties acknowledge, however, that as a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial determination
by the Tax Firm hereunder or as a result of a contrary determination by the
Internal Revenue Service, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made ("Underpayment"), consistent
with the calculations required to be made hereunder. In the event that it is
ultimately determined in accordance with the procedures set forth in subsection
(d) below that the Executive is required to make a payment of any Excise Tax,
the Tax Firm shall reasonably determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by the Company to or
for the benefit of Executive. In determining the reasonableness of the Tax
Firm's determinations



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hereunder and the effect thereof, the Executive shall be provided a reasonable
opportunity to review such determinations with the Tax Firm and the Executive's
tax counsel. The Tax Firm's determinations hereunder, and the Tax Opinion, shall
not be deemed reasonable until the Executive's reasonable objections and
comments thereto have been satisfactorily accommodated by the Tax Firm.

             (d) The Executive shall notify the Company in writing of any claims
by the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given as soon
as practicable but no later than thirty (30) calendar days after Executive
actually receives notice in writing of such claim and shall apprise the Company
of the nature of such claim and the date on which such claim is requested to be
paid; provided, however, that the failure of Executive to notify the Company of
such claim (or to provide any required information with respect thereto) shall
not affect any rights granted to the Executive under this Section 5 except to
the extent that the Company is materially prejudiced in the defense of such
claim as a direct result of such failure. The Executive shall not pay such claim
prior to the expiration of the 30-day period following the date on which he
gives such notice to the Company (or such shorter period ending on the date that
any payment of taxes with respect to such claim is due). If the Company does not
notify the Executive in writing prior to the expiration of such 30-day period
that it desires to contest such claim, the Executive may assume defense of the
claim or present the claim to the Company for payment, which amount shall be
paid by the Company to Executive within thirty (30) days of such presentment for
payment. If the Company elects not to contest such claim and the Executive
assumes the defense thereof, the Company may participate in any proceedings
relating to such claim. If the Company notifies the Executive in writing prior
to the expiration of such 30-day period that it desires to contest such claim,
the Executive shall:

         (1)      give the Company any information reasonably requested by the
                  Company relating to such claim;

         (2)      take such action in connection with contesting such claim as
                  the Company shall reasonably request in writing from time to
                  time, including, without limitation, accepting legal
                  representation with respect to such claim by an attorney
                  selected by the Company and reasonably acceptable to
                  Executive; and

         (3)      cooperate with the Company in good faith in order effectively
                  to contest such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs



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and expenses. Without limiting the foregoing provisions of this subsection (d),
the Company shall have the right, at its sole option, to assume the defense of
and control all proceedings in connection with such contest, in which case it
may pursue or forego any and all administrative appeals, proceedings, hearings
and conferences with the taxing authority in respect of such claim and may
either direct the Executive to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner, and the Executive agrees to
prosecute such contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that if the Company directs the
Executive to pay such claim and sue for a refund, the Company shall advance the
amount of such payment to the Executive, on an interest-free basis and shall
indemnify and hold the Executive harmless, on an after-tax basis, from any
Excise Tax or income tax (including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any imputed income with
respect to such advance. Furthermore, the Company's right to assume the defense
of and control the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder, and the Executive shall be entitled
to settle or contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.

            (e) If, after the receipt by the Executive of an amount advanced by
the Company pursuant to this Section 5, the Executive becomes entitled to
receive any refund with respect to such claim, the Executive shall (subject to
the Company's complying with the requirements of subsection (d) above) promptly
pay to the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Executive of an amount advanced by the Company pursuant to subsection (d) above,
a determination is made that the Executive is not entitled to a refund with
respect to such claim and the Company does not notify the Executive in writing
of its intent to contest such denial of refund prior to the expiration of thirty
(30) days after such determination, then such advance shall, to the extent of
such denial, be forgiven and shall not be required to be repaid and the amount
of forgiven advance shall offset, to the extent thereof, the amount of Gross-Up
Payment required to be paid.

         6. Payment Upon Death. Executive's rights and obligations under this
Agreement are not transferable. However, if Executive should die while any
amounts would still be payable to him hereunder, all such amounts will be
payable to Executive's estate, heirs, executors or beneficiaries in accordance
with the terms hereof.

         7. Covenants and Prior Agreement. (a) The covenants set forth in
Sections 3 and 4 of the Employment Agreement and the related provisions of
Section 5 of the Employment Agreement will continue to apply after the
Termination Date in accordance with their terms; provided that the definition of
the



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term "Business" set forth in Section 4.1 of the Employment Agreement shall be
amended to delete subparagraph (i) in its entirety and replace it with the
following:

         (i) operate, develop or own any interest (other than the ownership of
less than 5% of the equity securities of a publicly traded company), in any
entity which relates to, or which has announced intentions to focus significant
resources relating to, the ownership, management or operation of multi-specialty
clinics, physician group practices (including physician groups employed or
managed by hospitals or health systems), independent practice associations,
provider health organizations, preferred provider organizations and an entity
which provides direct contracting of physician networks and other related
benefit services (the "Business"), provided, however, that the definition of
Business shall exclude any entity which (i) derived less than twenty-five
percent (25%) of its annual consolidated revenues for the fiscal year
immediately prior to Executive's proposed relationship with such entity from the
Business, (ii) is anticipated to derive less than twenty-five percent (25%) of
its anticipated annual consolidated revenues in the then current fiscal year
from the Business, (iii) derived total revenue from the Business that was less
than $200,000,000 in the fiscal year immediately prior to the Executive's
proposed relationship with such entity, and (iv) is anticipated to derive total
revenue from the Business that is less than $200,000,000 in the then current
fiscal year.

         (b) For the avoidance of doubt, the parties agree that the covenants of
Executive set forth in Section 4.1 of the Employment Agreement shall terminate
on June 30, 2002. All other sections of the Employment Agreement are terminated.
Moreover, in the event of any inconsistency between the provisions of the
Employment Agreement and this Agreement, the provisions of this Agreement shall
control.

         (c) Notwithstanding anything to the contrary herein, the Company
acknowledges and agrees that as of the day after the Termination Date, Executive
shall be permitted to seek and maintain employment consistent with the terms of
this Agreement and Section 4.1 of the Employment Agreement as modified in
Section 7(a) hereto, without diminution of Company's obligations hereunder.

         8. Release and Waiver of Claims. (a) Effective as of the Termination
Date, subject to Section 9 hereof, in consideration of the payments, benefits,
and other consideration provided to Executive under this Agreement, Executive,
for himself and his family, heirs, executors, administrators, legal
representatives, and their respective successors and assigns ("Executive Related
Person"), hereby releases and forever discharges the Company, all of its
subsidiaries and affiliates, each of their owners, officers, directors,
employees, agents, stockholders, representatives, and their successors and
assigns (collectively, "Company Entities"), from any and all charges,
complaints, obligations, liabilities, promises, agreements, rights, claims,
debts, expenses or demands Executive now has or may have, arising at any time on
or before the date hereof, based on his



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employment with any Company Entity or the termination of that employment or any
positions, including directorships, with any Company Entity, including without
limitation any claims under the Compensation Arrangements. This includes a
release of any and all rights, claims or demands Executive has or may have,
whether known or unknown, under the Age Discrimination in Employment Act, which
prohibits age discrimination in employment; Title VII of the Civil Rights Act of
1964, which prohibits discrimination in employment based on race, color,
national origin, religion or sex; the Equal Pay Act, which prohibits paying men
and women unequal pay for equal work; or under any other federal, state or local
laws or regulations regarding employment discrimination or termination of
employment. This also includes a release by Executive of any claims for wrongful
discharge under any statute, rule, regulation or under the common law. Executive
hereby represents that he has not filed any complaints or charges against the
Company with any local, state or federal agency or court related to the
Employee's employment with or separation from the Company and agrees never,
individually or with any person, to file or commence the filing of, any charges,
lawsuits, complaints or proceedings with any governmental agency, or against any
Company Entity, with respect to any of the matters released by Executive
pursuant to this Section 8(a).

         (b) Effective as of the Termination Date, subject to Section 9 hereof,
in consideration of the early termination of the Compensation Arrangements and
other consideration provided to Company under this Agreement, Company, for
itself and the other Company Entities, hereby releases and forever discharges
Executive and the Executive Related Persons from all rights, claims or demands
Company or any of the other Company Entities may have, arising at any time on or
before the date hereof, based on Executive's employment with any Company Entity
or the termination of that employment, Executive's service as an officer of
Company or any of the other Company Entities or Executive's service as a member
of the board of directors of Company or any of the other Company Entities,
including without limitation, any claims under the Compensation Arrangements.
Company hereby agrees, for itself and the other Company Entities, never,
individually or with any persons to file or commence the filing of, any charges,
lawsuits, complaints or proceedings with any governmental agency, or against
Executive or any Executive Related Person, with respect to any of the matters
released by Company and the other Company Entities pursuant to this Section
8(b).

         9. Rights Not Released or Waived. Section 8 hereof notwithstanding, by
signing this Agreement, neither the Executive nor the Company will have
relinquished his or its rights to enforce the provisions of this Agreement.

         10. Non-Admission. Executive expressly acknowledges that this Agreement
does not constitute an admission by the Company of any violation of any
employment law, regulation, ordinance, or administrative procedure, or any other
federal, state, or local law, common law, regulation or ordinance, liability for
which is expressly denied.



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         11. Non-Disparagement. Executive agrees that he will not at any time
after the date hereof disparage or otherwise make any statement or take any
action which could reasonably be expected to injure the business or reputation
of the Company or any of its subsidiaries, officers, directors, shareholders or
any of their respective affiliates. Company agrees, on behalf of itself and the
other Company Entities, that it or they will not at any time after the date
hereof disparage or otherwise make any statement or take any action which could
reasonably be expected to injure the reputation of Executive. The obligations of
Executive under this Section 11 will not apply to disclosures required by
applicable law, regulation or order of a court or governmental agency.

         12. Certain Litigation Matters. The parties recognize that Executive
has been named individually in several pending lawsuits against the Company and
other individuals, and Executive may be named in additional actions. The Company
agrees that it will continue to provide a defense for Executive and will
continue to indemnify Executive with respect to any costs, expenses, or losses
relating to any present or future actions relating to his role as an executive,
officer or director of the Company, its subsidiaries or affiliates to the same
extent as allowed under the Company's current Bylaws or under current Company
policy with respect to claims against executives, officers and directors of the
Company. Furthermore, the Company shall continue to maintain any director's and
officer's liability insurance coverage with respect to such claims against
Executive in any of the foregoing capacities for six (6) years following the
date hereof. Executive agrees that he will participate in, and cooperate with,
such defense without additional compensation from the Company, provided, that
the Company will reimburse Executive with respect to any expense incurred by
Executive as the result of participating in, and cooperating with, such defense.
It is the intent of the parties that this Agreement shall neither limit
Executive's indemnification rights from those currently available to Executive
nor provide Executive with any additional right to indemnification; provided,
however, the Company agrees that during his tenure as a Non-Employee Director,
Executive shall be entitled to the same indemnification protections as all other
Non-Employee Directors.

         13. Confidentiality. Executive and the Company hereby agree to keep the
terms of this Agreement confidential; provided however, that the Company may
release a mutually agreeable public announcement regarding Executive's
separation from the Company. The obligations of Executive and the Company under
this Section 13 will not apply to disclosures required by applicable law,
regulation or order of a court or governmental agency, as reasonably determined
by the Company. In addition, the obligations of Executive under this Section 13
will not apply to disclosures by Executive in private conversations with
potential employers or business partners; provided, however, Executive shall
request that such information remain confidential.

         14. Opportunity for Advice. (a) By signing this Agreement, Executive
acknowledges, represents and agrees that with the advice of the



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Company, he has had a reasonable opportunity to consider advice from his legal
counsel regarding all aspects of this Agreement. Executive states that he has
carefully read and fully understands all of the provisions of this Agreement,
and Executive is entering into this Agreement knowingly and voluntarily and
Executive further understands that the Company is relying on this and all other
representations he has made herein.

         (b) The Company agrees to pay on Executive's behalf all reasonable
legal fees and related costs incurred by him in connection with the negotiation
and execution of this Agreement.

         15. Acceptance. To accept this Agreement, Executive will execute and
date this Agreement on the spaces provided and return a copy to the Company.
This Agreement will take effect upon Executive's execution of this Agreement.

         16. Entire Agreement. This Agreement represents the entire agreement of
the parties with respect to the Executive's employment and termination thereof.
Except as specifically provided herein, this Agreement will supersede the
Employment Agreement in all respects effective as of the Termination Date. THIS
AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TENNESSEE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE.

         17. Miscellaneous. (a) This Agreement shall be binding upon the parties
hereto and upon their respective heirs, administrators, representatives,
executors, successors and assigns, and shall inure to the benefit thereof.

         (b) The language of all parties of this Agreement shall, in all cases,
be construed as a whole, according to its fair meaning, and not strictly for or
against any of the parties.

         (c) Should any provision of this Agreement be declared or be determined
by any Court to be illegal or invalid, the validity of the remaining parts,
terms or provisions shall not be affected thereby and said illegal or invalid
part, term or provision shall be deemed not to be a part of this Agreement.

         (d) As used in this Agreement, the singular or plural number shall be
deemed to include the other whenever the context so indicates or requires.

         (e) Except as provided herein, this Agreement sets forth the entire
agreement between the parties hereto, and fully supersedes any and all prior
agreements or understandings between the parties hereto pertaining to the
subject matter hereof.

         PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN
AND UNKNOWN CLAIMS.





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                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first above written.


                                         EXECUTIVE


Monte S. Frankenfield                    /s/ Joseph C. Hutts
------------------------------------     ---------------------------------------
Witness:                                 Joseph C. Hutts


                                         PHYCOR, INC.



                                         By: /s/ Tarpley B. Jones
------------------------------------         -----------------------------------
Witness:                                 Name: Tarpley B. Jones
                                         Title: EVP & CFO






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