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                                                                     EXHIBIT 4.5

                         FOURTH SUPPLEMENTAL INDENTURE

     THIS SUPPLEMENTAL INDENTURE (the "Fourth Supplemental Indenture") dated as
of November 11, 2002, among KELLY MEDICAL SERVICES CORPORATION, a West Virginia
corporation, HEALTH CARE ALLIANCE, INC., a West Virginia corporation, and
MEDICAL SERVICES, INC., a West Virginia corporation, (the "Guaranteeing
Subsidiaries"), all subsidiary corporations of Team Health, Inc., a Tennessee
corporation (the "Company"), the other Guarantors (as defined in the Indenture,
the First Supplemental Indenture, the Second Supplemental Indenture and the
Third Supplemental Indenture referred to herein) and The Bank of New York as
successor in interest to United States Trust Company of New York, as trustee
under the Indenture, the First Supplemental Indenture, the Second Supplemental
Indenture, and the Third Supplemental Indenture referred to below (the
"Trustee").

                                   WITNESSETH

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture") dated as of March 12, 1999, providing for the
issuance of an aggregate principal amount of up to $100.0 million of 12% Senior
Subordinated Notes due 2009 (the "Notes"); and

     WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiaries shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall
unconditionally guarantee all of the Company's Obligations under the Notes and
the Indenture on the terms and conditions set forth herein (the "Subsidiary
Guarantees"); and

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
a supplemental indenture dated as of March 28, 2001 (the "First Supplemental
Indenture"); and

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
a supplemental indenture dated as of September 3, 2001 (the "Second
Supplemental Indenture"); and

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
a supplemental indenture dated as of May 31, 2002 (the "Third Supplemental
Indenture"); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Fourth Supplemental Indenture.

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

     1.   CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2.   AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiaries hereby agree
as follows:

          (a)  Along with all other Guarantors, to jointly and severally
Guarantee to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of the Indenture, the Notes or the obligations of the Company
hereunder or thereunder, that;

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               (i)   the principal of and interest on the Notes will be promptly
          paid in full when due, whether at maturity, by acceleration,
          redemption or otherwise, and interest on the overdue principal of and
          interest on the Notes, if any, if lawful, and all other obligations of
          the Company to the Holders or the Trustee hereunder or thereunder will
          be promptly paid in full or performed, all in accordance with the
          terms hereof and thereof; and


               (ii)  in case of any extension of time of payment or renewal of
          any Notes or any of such other obligations, that same will be promptly
          paid in full when due or performed in accordance with the terms of the
          extension or renewal, whether at stated maturity, by acceleration or
          otherwise. Failing payment when due of any amount so guaranteed or any
          performance so guaranteed for whatever reason, the Guarantors shall be
          jointly and severally obligated to pay the same immediately.


          (b)  The obligations hereunder shall be unconditional, irrespective of
     the validity, regularity or enforceability of the Notes or the Indenture,
     the absence of any action to enforce the same, any waiver or consent by any
     Holder of the Notes with respect to any provisions hereof or thereof, the
     recovery of any judgment against the Company, any action to enforce the
     same or any other circumstance which might otherwise constitute a legal or
     equitable discharge or defense of a guarantor.

          (c) The following are hereby waived: diligence, presentment, demand of
     payment, filing of claims with a court in the event of insolvency or
     bankruptcy of the Company, any right to require a proceeding first against
     the Company, protest, notice and all demands whatsoever.

          (d) These Subsidiary Guarantees shall not be discharged except by
     complete performance of the obligations contained in the Notes and the
     Indenture.

          (e) If any Holder or the Trustee is required by any court or otherwise
     to return to the Company, the Guarantors, or any Custodian, Trustee,
     liquidator or other similar official acting in relation to either the
     Company or the Guarantors, any amount paid by either to the Trustee or such
     Holder, these Subsidiary Guarantees, to the extent theretofore discharged,
     shall be reinstated in full force and effect.

          (f) The Guaranteeing Subsidiaries shall not be entitled to any right
     of subrogation in relation to the Holders in respect of any obligations
     guaranteed hereby until payment in full of all obligations guaranteed
     hereby.

          (g) As between the Guarantors, on the one hand, and the Holders and
     the Trustee, on the other hand, (x) the maturity of the obligations
     guaranteed hereby may be accelerated as provided in Article 6 of the
     Indenture for the purposes of these Subsidiary Guarantees, notwithstanding
     any stay, injunction or other prohibition preventing such acceleration in
     respect of the obligations guaranteed hereby, and (y) in the event of any
     declaration of acceleration of such obligations as provided in Article 6 of
     the Indenture, such obligations (whether or not due and payable) shall
     forthwith become due and payable by the Guarantors for the purpose of these
     Subsidiary Guarantees.

          (h) The Guarantors shall have the right to seek contribution from any
     non-paying Guarantor so long as the exercise of such right does not impair
     the rights of the Holders under the Guarantees.

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          (i)  Pursuant to Section 10.02 of the Indenture, after giving effect
     to any maximum amount and any other contingent and fixed liabilities that
     are relevant under any applicable Bankruptcy or fraudulent conveyance laws,
     and after giving effect to any collections from, rights to receive
     contribution from or payments made by or on behalf of any other Guarantor
     in respect of the obligations of such other Guarantor under Article 10 of
     the Indenture shall result in the obligations of such Guarantor under its
     Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

     3.   EXECUTION AND DELIVERY.  The Guaranteeing Subsidiaries agree that the
Subsidiary Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantees.

     4.   GUARANTEEING SUBSIDIARIES MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

          (a)  No Guarantor may consolidate with or merge with or into (whether
     or not such Guarantor is the surviving Person) or sell, assign, transfer
     convey or otherwise dispose of all or substantially all of its properties
     or assets in one or more related transactions, to another Person unless:

               (i)       the Company or a Guarantor is the surviving
          corporation or the entity or the Person formed by or surviving any
          such consolidation or merger (if other than a Guarantor or the
          Company) or to which such sale, assignment, transfer, lease,
          conveyance or other disposition shall have been made is a corporation
          organized or existing under the laws of the United States, any state
          thereof or the District of Columbia;

               (ii)      the entity or Person formed by or surviving any such
          consolidation or merger (if other than a Guarantor or the Company) or
          the entity or Person to which such sale, transfer, conveyance or
          other disposition is made assumes all the obligations of such
          Guarantor under the Notes, the Indenture and the Subsidiary
          Guarantees, pursuant to a supplemental indenture in the form of
          Exhibit F to the Indenture;

               (iii)     immediately after giving effect to such transaction,
          no Default or Event of Default exists; and

               (iv)      the Company (i) will have Consolidated Net Worth
          immediately after the transaction equal to or greater than the
          Consolidated Net Worth of the Company immediately preceding the
          transaction and (ii) will, at the time of such transaction and after
          giving pro forma effect thereto as if such transaction had occurred
          at the beginning of the applicable four-quarter period, be permitted
          to incur at least $1.00 of additional Indebtedness pursuant to the
          Fixed Charge Coverage Ratio test set forth in the first paragraph of
          Section 4.09 of the Indenture;

          (b)  In case of any such consolidation, merger, sale, or conveyance
     and upon the assumption by the successor corporation, by supplemental
     indenture, executed and delivered to the Trustee and satisfactory in form
     to the Trustee, of the Subsidiary Guarantees endorsed upon the Notes and
     the due and punctual performance of all of the covenants and conditions of
     the indenture to be performed by the Guarantor, such successor corporation
     shall succeed to and be substituted for the Guarantor with the same effect
     as if it had been named herein as a Guarantor. Such successor corporation
     thereupon may cause to be signed any or all of the Subsidiary

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     Guarantees to be endorsed upon all of the Notes issuable hereunder which
     theretofore shall not have been signed by the Company and delivered to the
     Trustee. All the Subsidiary Guarantees so issued shall in all respects have
     the same legal rank and benefit under the Indenture as the Subsidiary
     guarantees theretofore and thereafter issued in accordance with the
     terms of the indenture as though all of such Subsidiary Guarantees had been
     issued at the date of the execution hereof.

          (c)   Except as set forth in Articles 4 and 5 of the Indenture, and
     notwithstanding clauses (a) and (b) above, nothing contained in the
     Indenture or in any of the Notes shall prevent any consolidation or merger
     of a Guarantor with or into the Company or another Guarantor, or shall
     prevent any sale or conveyance of the property of a Guarantor as an
     entirety or substantially as an entirety to the Company or another
     Guarantor.

     5.   RELEASES.

          (a)   In the event of a sale or other disposition of all of the assets
     of any Guarantor, by way of merger, consolidation or otherwise, or a sale
     or other disposition of all of the capital stock of any Guarantor, then
     such Guarantor (in the event of a sale or other disposition, by way of
     merger, consolidation or otherwise, of all of the capital stock of such
     Guarantor) or the corporation acquiring the property (in the event of a
     sale or other disposition of all or substantially all of the assets of such
     Guarantor) will be released and relieved of any obligations under the
     Subsidiary Guarantees; provided that the Net Proceeds of such sale or other
     disposition are applied in accordance with the applicable provisions of the
     Indenture, including without limitation Section 4.10 of the Indenture. Upon
     delivery by the Company to the Trustee of an Officers' Certificate and
     an Opinion of Counsel to the effect that such sale or other disposition was
     made by the Company in accordance with the provisions of the Indenture,
     including without limitation Section 4.10 of the Indenture, the Trustee
     shall execute any documents reasonably required in order to evidence the
     release of any Guarantor from its obligations under its Subsidiary
     Guarantee.

          (b)   Any Guarantor not released from its obligations under its
     Subsidiary Guarantee shall remain liable for the full amount of principle
     of and interest on the Notes and for the other obligations of any Guarantor
     under the Indenture as provided in Article 10 of the Indenture.

     6.   NO RECOURSE AGAINST OTHERS. No past, present, or future director,
officer, employee, incorporator, stockholder, or agent of the Guaranteeing
Subsidiaries, as such, shall have any liability for any obligations of the
Company or any Guaranteeing Subsidiaries under the Notes, any Subsidiary
Guarantees, the Indenture or this Fourth Supplemental Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of the Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the Commission that such a waiver
is against public policy.

     7.   NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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     8.   COUNTERPARTS.  The parties may sign any number of copies of this
Fourth Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement.

     9.   EFFECT OF HEADINGS.  The Section headings herein are for convenience
only and shall not affect the construction hereof.

     10.  THE TRUSTEE.  The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiaries and the
Company.

     IN WITNESS WHEREOF, the undersigned, through their duly-authorized
representatives, have executed this Fourth Supplemental Indenture effective as
of the date first set forth above.


                           GUARANTEEING SUBSIDIARIES:



                           KELLY MEDICAL SERVICES CORPORATION
                           HEALTH CARE ALLIANCE, INC.
                           MEDICAL SERVICES, INC.


                           By: /s/ David P. Jones
                              ------------------------------
                           Name:
                           Title:

                           COMPANY:

                           TEAM HEALTH, INC.



                           By: /s/ David P. Jones
                              ------------------------------
                           Name:
                           Title:


                           GUARANTORS:

                           ALLIANCE CORPORATION
                           HERSCHEL FISCHER, INC.
                           INPHYNET HOSPITAL SERVICES, INC.
                           INPHYNET MEDICAL MANAGEMENT
                                INSTITUTE, INC.
                           KARL G. MANGOLD, INC.
                           CHARLES L. SPRINGFIELD, INC.
                           DANIEL & YEAGER, INC.
                           EMERGENCY COVERAGE CORPORATION


                                       5
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                                    INPHYNET CONTRACTING SERVICES, INC.
                                    INPHYNET LOUISIANA, INC.
                                    HOSPITAL BASED PHYSICIAN SERVICES, INC.
                                    INPHYNET ANESTHESIA OF WEST
                                         VIRGINIA, INC.
                                    MED ASSURE SYSTEMS, INC.
                                    METROAMERICAN RADIOLOGY, INC.
                                    NEO-MED, INC.
                                    PARAGON ANESTHESIA, INC.
                                    PARAGON CONTRACTING SERVICES, INC.
                                    PARAGON IMAGING CONSULTANTS, INC.
                                    QUANTUM PLUS, INC.
                                    REICH, SEIDLEMANN & JANICKI CO.
                                    ROSENDORF, MARGULIES, BORUSHOK &
                                         SCHOENBAUM RADIOLOGY ASSOCIATES
                                         OF HOLLYWOOD, INC.
                                    SARASOTA EMERGENCY MEDICAL
                                         CONSULTANTS, INC.
                                    SOUTHEASTERN EMERGENCY
                                         PHYSICIANS, INC.
                                    SOUTHEASTERN EMERGENCY PHYSICIANS
                                         OF MEMPHIS, INC.
                                    TEAM HEALTH FINANCIAL SERVICES, INC.
                                    TEAM RADIOLOGY, INC.
                                    THBS, INC.
                                    VIRGINIA EMERGENCY PHYSICIANS, INC.
                                    DRS. SHEER, AHEARN & ASSOCIATES, INC.
                                    EMERGENCY PHYSICIAN ASSOCIATES, INC.
                                    EMERGENCY PROFESSIONAL SERVICES, INC.
                                    THE EMERGENCY ASSOCIATES FOR
                                         MEDICINE, INC.
                                    EMERGENCY PHYSICIANS OF MANATEE, INC.
                                    EMERGENCY MANAGEMENT SPECIALISTS, INC.
                                    INPHYNET SOUTH BROWARD, INC.
                                    NORTHWEST EMERGENCY PHYSICIANS,
                                         INCORPORATED
                                    INPHYNET JOLIET, INC.
                                    ACCESS NURSE PM, INC.
                                    ACUTE CARE SPECIALISTS CO.
                                    MEDICAL MANAGEMENT RESOURCES, INC.
                                    PARK MED OF FLORIDA, INC.
                                    SENTINEL MEDICAL SERVICES, INC.
                                    TEAM ANESTHESIA, INC.
                                    INTEGRATED SPECIALISTS MANAGEMENT
                                         SERVCIES, INC.
                                    PHYSICIAN INTEGRATION CONSULTING
                                         SERVICES, INC.
                                    AFTER HOURS PEDIATRIC PRACTICES, INC.
                                    SPECTRUM CRUISE CARE, INC.
                                    SPECTRUM HEALTHCARE, INC.
                                    SPECTRUM HEALTHCARE NATIONWIDE, INC.


                                       6
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                                    SPECTRUM HEALTHCARE RESOURCES, INC.
                                    SPECTRUM HEALTHCARE
                                       RESOURCES OF DELAWARE, INC.
                                    SPECTRUM HEALTHCARE SERVICES, INC.
                                    SPECTRUM PRIMARY CARE
                                       OF DELAWARE, INC.
                                    SPECTRUM PRIMARY CARE, INC.



                                    By: /s/ David P. Jones
                                       -------------------------------
                                    Name:
                                    Title:


                                    IMBS, INC.



                                    By: /s/ Robert Joyner
                                       ---------------------------------------
                                    Name: Robert Joyner
                                    Title: Executive Vice President


                                    FISCHER MANGOLD PARTNERSHIP

                                    By: Herschel Fischer, Inc., General Partner

                                    By: /s/ David P. Jones
                                       ----------------------------------------
                                    Name:
                                    Title:

                                    By: Karl G. Mangold, Inc., General Partner

                                    By: /s/ David P. Jones
                                       ----------------------------------------
                                    Name:
                                    Title:

                                    MT. DIABLO EMERGENCY PHYSICIANS,
                                       A CALIFORNIA GENERAL PARTNERSHIP

                                    By: Herschel Fischer, Inc., General Partner

                                    By: /s/ David P. Jones
                                       ----------------------------------------
                                    Name:
                                    Title:

                                    By: Karl G. Mangold, Inc., General Partner

                                    By: /s/ David P. Jones
                                       ----------------------------------------
                                    Name:
                                    Title:


                                       7
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                           PARAGON HEALTHCARE LIMITED
                           PARTNERSHIP


                           By: Inphynet Hospital Services, Inc., General
                                   Partner


                           By: /s/ David P. Jones
                              ------------------------------
                           Name:
                           Title:


                           TEAM HEALTH SOUTHWEST, L.P.


                           By: Team Radiology, Inc., General Partner


                           By: /s/ David P. Jones
                              -------------------------------
                           Name:
                           Title:


                           TEAM HEALTH BILLING SERVICES, L.P.


                           By: T.H.B.S., INC., General Partner


                           By: /s/ David P. Jones
                              ------------------------------
                           Name:
                           Title:


                           TRUSTEE:


                           THE BANK OF NEW YORK as Trustee


                                /s/ Patricia Gallagher
                           By: ______________________________
                           Name:  Patricia Gallagher
                           Title: Authorized Signer






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