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                                                                  EXHIBIT 10.42

                          PHYSICIANS' SPECIALTY CORP.

                       1997 EMPLOYEE STOCK PURCHASE PLAN


                 1.       Purpose.  The Physicians' Specialty Corp. 1997
Employee Stock Purchase Plan (the "Plan") is established to provide eligible
employees of Physicians' Specialty Corp., a Delaware corporation, and any
successor corporation thereto (collectively, "PSC"), and any current or future
parent corporation or subsidiary corporations of PSC as the Board of Directors
of  PSC (the "Board") shall from time to time designate (collectively referred
to as the "Company" and individually referred to as a "Participating Company"),
with an opportunity to acquire a proprietary interest in the Company by the
purchase of common stock of  PSC.  For purposes of the Plan, a parent
corporation and a subsidiary corporation shall be as defined in sections 424(e)
and 424(f), respectively, of the Internal Revenue Code of 1986, as amended (the
"Code").

                 PSC intends that the Plan shall qualify as an "employee stock
purchase plan" under section 423 of the Code (including any amendments or
replacements of such section), and the Plan shall be so construed.  Any term
not expressly defined in the Plan but defined for purposes of section 423 of
the Code shall have the same definition herein.

                 An employee participating in the Plan (a "Participant") may
withdraw such Participant's accumulated payroll deductions (if any) and
terminate participation in the Plan or any Offering (as defined below) therein
at any time during a Purchase Period (as defined below).  Accordingly, each
Participant is, in effect, granted an option pursuant to the Plan (a "Purchase
Right") which may or may not be exercised at the end of a Purchase Period.

                 2.       Administration.  The Plan shall be administered by
the Board and/or by a duly appointed committee of the Board having such powers
as shall be specified by the Board.  Any subsequent references to the Board
shall also mean the committee if a committee has been appointed.  All questions
of interpretation of the Plan or of any Purchase Right shall be determined by
the Board and shall be final and binding upon all persons having an interest in
the Plan and/or any Purchase Right.  Subject to the provisions of the Plan, the
Board shall determine all of the relevant terms and conditions of Purchase
Rights granted pursuant to the Plan; provided, however, that all Participants
granted Purchase Rights pursuant to the Plan shall have the same rights and
privileges within the meaning of section 423(b)(5) of the Code.  All expenses
incurred in connection with the administration of the Plan shall be paid by the
Company.

                 3.       Share Reserve.  The maximum number of shares which
may be issued under the Plan shall be Two Hundred and Fifty Thousand (250,000)
shares of PSC's authorized but unissued common stock, $.001 par value (the
"Shares").  In the event that any Purchase Right





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for any reason expires or is canceled or terminated, the Shares allocable to
the unexercised portion of such Purchase Right may again be subjected to a
Purchase Right.

                 4.       Eligibility.  Any employee of a Participating Company
is eligible to participate in the Plan except employees who:

                          (a)     customarily work less than 20 hours per week;

                          (b)     customarily work not more than five months
in any calendar year;

                          (c)     have not been employed for at least 6 months;

                          (d)     as of the start of an Offering, own stock of
PSC (or any parent or subsidiary corporations) and/or own or hold options to
purchase or who, as a result of participation in the Plan, would own or hold
options to purchase, stock of PSC (or any parent or subsidiary corporations),
possessing five percent (5%) or more of the total combined voting power or
value of all classes of stock of PSC (or any parent or subsidiary corporations)
within the meaning of section 423(b)(3) of the Code.

                 Notwithstanding anything herein contained to the contrary, any
individual performing services for a Participating Company solely through a
leasing agency or employment agency shall not be deemed an "employee" of such
Participating Company.

                 5.       Offering Dates.

                          (a)     Offering Periods.  Except as otherwise set
forth below, the Plan shall be implemented by offerings (individually, an
"offering") of approximately twelve (12) months duration (an "Offering
Period").  The "Initial Offering Date" is January 1, 1998.  The Initial
Offering shall be of twelve (12) months duration, shall commence on the Initial
Offering Date and shall end on December 31, 1998 (the "Initial Offering
Period").  Subsequent Offerings shall commence on January 1 of each year and
end on the December 31 occurring thereafter.  Notwithstanding the foregoing,
the Board may establish a different term for one or more Offerings and/or
different commencing and/or ending dates for such Offerings.  An employee who
becomes eligible to participate in the Plan after an Offering Period has
commenced shall not be eligible to participate in such Offering but may
participate in any subsequent Offering provided such employee is still eligible
to participate in the Plan as of the commencement of any such subsequent
Offering.  Eligible employees may not participate in more than one Offering at
a time.  The first day of an Offering Period shall be the "Offering Date" for
such Offering Period.  In the event the first and/or last day of an Offering
Period is not a business day, PSC shall specify the business day that will be
deemed the first or last day, as the case may be, of the Offering Period.







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                          (b)     Purchase Periods.  Each Offering Period,
shall consist of two (2) consecutive purchase periods of six (6) months
duration (individually, a "Purchase Period").  The last day of each Purchase
Period shall be the "Purchase Date" for such Purchase Period.   The Purchase
Period commencing on the Initial Offering Date of January 1, 1998  shall end on
June 30, 1998.  Each Purchase Period  commencing on July 1 shall end on the
next December 31 and each Purchase Period commencing on January 1 shall end on
the next June 30.  Notwithstanding the foregoing, the Board may establish a
different term for one or more Purchase Periods and/or different commencing
dates and/or Purchase Dates for such Purchase Periods.  In the event the first
and/or last day of a Purchase Period is not a business day, PSC shall specify
the business day that will be deemed the first or last day, as the case may be,
of the Purchase Period.

                          (c)     Governmental Approval; Stockholder Approval.
Notwithstanding any other provision of the Plan to the contrary, any Purchase
Right granted pursuant to the Plan shall be subject to (i) obtaining all
necessary governmental approvals and/or qualifications of the sale and/or
issuance of the Purchase Rights and/or the Shares, and (ii) obtaining
stockholder approval of the Plan within twelve (12) months of the adoption of
the Plan by the Board of Directors of PSC.  Notwithstanding the foregoing,
stockholder approval shall not be necessary in order to grant any Purchase
Right granted in the Plan's Initial Offering Period; provided, however, that
the exercise of any such Purchase Right shall be subject to obtaining
stockholder approval of the Plan within twelve (12) months of the adoption of
the Plan by the Board of Directors of PSC.

                 6.       Participation in the Plan.

                          (a)     Initial Participation.  An eligible employee
shall become a Participant on the first Offering Date after satisfying the
eligibility requirements and delivering to the Company's payroll office not
later than the close of business for such payroll office on the last business
day before such Offering Date (the "Subscription Date") a subscription
agreement indicating the employee's election to participate in the Plan and
authorizing payroll deductions.  An eligible employee who does not deliver a
subscription agreement to the Company's payroll office on or before the
Subscription Date shall not participate in the Plan for that Offering Period or
for any subsequent Offering Period unless such employee subsequently enrolls in
the Plan by filing a subscription agreement with the Company by the
Subscription Date for such subsequent Offering Period.  The Company may, from
time to time, change the Subscription Date as deemed advisable by the Company
in its sole discretion for proper administration of the Plan.

                          (b)     Continued Participation.  A Participant shall
automatically participate in the Offering Period commencing immediately after
the final Purchase Date of each Offering Period in which the Participant
participates until such time as such Participant (i) ceases to be eligible as
provided in paragraph 4, (ii) withdraws from the Plan pursuant to paragraph
11(b) or (iii) terminates employment as provided in paragraph 12.  If a
Participant is automatically withdrawn from an Offering at the end of a
Purchase Period of such Offering







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pursuant to paragraph 11(d), then the Participant shall automatically
participate in the next Offering Period.  If a Participant automatically may
participate in a subsequent Offering Period pursuant to this paragraph 6(b),
then the Participant is not required to file any additional subscription
agreement for such subsequent Offering Period in order to continue
participation in the Plan.  However, a Participant may file a subscription
agreement with respect to a subsequent Offering Period if the Participant
desires to change any of the Participant's elections contained in the
Participant's then effective subscription agreement.

7.               Right to Purchase Shares.   Except as set forth below, during
an Offering Period each Participant in such Offering Period shall have a
Purchase Right consisting of the right to purchase the lesser of:

                          (a)     that number of whole Shares arrived at by
dividing Twenty-Five Thousand Dollars ($25,000.00) by the fair market value of
a share of the common stock of PSC on the initial date of a Purchase Period;
and

                          (b)     2,500 Shares.

                          The fair market value of Shares shall be determined
in accordance with paragraph 8 below.  Shares may only be purchased through a
Participant's payroll withholding pursuant to paragraph 9 below.  In no event
shall a Participant's Purchase Right permit such Participant to acquire more
shares in any calendar year than is permitted under Section 10(a) hereof.

                 8.       Purchase Price.  The purchase price at which Shares
may be acquired in a given Purchase Period pursuant to the exercise of all or
any portion of a Purchase Right granted under the Plan (the "Offering Exercise
Price") shall be set by the Board; provided, however, that the Offering
Exercise Price shall not be less than eighty-five percent (85%) of the lesser
of (i) the fair market value of the Shares on the initial date of a Purchase
Period or (ii) the fair market value of the Shares on the Purchase Date for
such Purchase Period.  Unless otherwise provided by the Board prior to the
commencement of an Offering Period, the Offering Exercise Price for each
Purchase Period in that Offering Period shall be eighty-five percent (85%) of
the lesser of (i) the fair market value of the Shares on the initial date of a
Purchase Period or (ii) the fair market value of the Shares on the given
Purchase Date.  The fair market value of the Shares on the applicable dates
shall be the closing sales price on the Nasdaq National Market (or the average
of the closing bid and asked prices if the Shares are so quoted instead) or as
reported on such other national or regional securities exchange or market
system if the Shares are traded on such other exchange or system instead, or as
determined by the Board if the Shares are not so reported.  If the relevant
date does not fall on a day on which the common stock of PSC is quoted on the
Nasdaq National Market or such other national or regional securities exchange
or market, the date on which the fair market value per Share shall be
established shall be the last day on which the common stock of PSC was so
quoted to such relevant date.







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                 9.       Payment of Purchase Price.  Shares which are acquired
pursuant to the exercise of all or any portion of a Purchase Right may be paid
for only by means of payroll deductions from the Participant's Compensation
during the Offering Period.  For purposes of the Plan, a Participant's
"Compensation" with respect to an Offering (i) shall include the Participant's
base salary before deduction for any contributions to any plan maintained by a
Participating Company and described in section 401(k) or section 125 of the
Code, commissions, overtime and bonuses and (ii) shall not include annual
awards, other incentive payments, shift premiums, long-term disability,
worker's compensation or any other payments not specifically referenced in (i).
Except as set forth below, the amount of Compensation to be withheld from a
Participant's Compensation during each pay period shall be determined by the
Participant's subscription agreement.

                          (a)     Election to Decrease,Increase or Stop
Withholding.  During an Offering Period, a Participant may elect to decrease
the amount withheld, or stop withholding, from his or her Compensation by
filing an amended subscription agreement with the Company on or before the
"Change Notice Date."  The "Change Notice Date" shall initially be the seventh
(7th) day prior to the end of the first pay period for which such election is
to be effective; however, the Company may change such Change Notice Date from
time to time.  A Participant may elect to increase the amount withheld from the
Participant's Compensation once during a Purchase Period.

                          (b)     Limitations on Payroll Withholding.  The
amount of payroll withholding with respect to the Plan for any Participant
during any pay period shall be in one percent (1%) increments not to exceed ten
percent (10%) of the Participant's Compensation for such pay period.
Notwithstanding the foregoing, the Board may change the limits on payroll
withholding effective as of a future Offering Date, as determined by the Board.
Amounts withheld shall be reduced by any amounts applied to the purchase of
Company stock pursuant to any other employee stock purchase plan qualifying
under section 423 of the Code.

                          (c)     Payroll Withholding.  Payroll deductions
shall commence on the first payday following the Offering Date and shall
continue to the end of the Offering Period unless sooner altered or terminated
as provided in the Plan.

                          (d)     Participant Accounts.  Individual accounts
shall be maintained for each Participant.  All payroll deductions from a
Participant's Compensation shall be credited to such account and shall be
deposited with the general funds of the Company.  All payroll deductions
received or held by the Company may be used by the Company for any corporate
purpose.

                          (e)     No Interest Paid.  Interest shall not be paid
on sums withheld from a Participant's Compensation, unless the Board elects to
make such payments to all Participants on a non-discriminatory basis.







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                          (f)     Exercise of Purchase Right.  On each Purchase
Date of an Offering Period, each Participant who has not withdrawn from the
Offering or whose participation in the Offering has not terminated on or before
such Purchase Date shall automatically acquire pursuant to the exercise of the
Participant's Purchase Right the number of whole Shares arrived at by dividing
the total amount of the Participant's accumulated payroll deductions for the
Purchase Period by the Offering Exercise Price; provided, however, in no event
shall the number of Shares purchased by the Participant exceed the number of
Shares subject to the Participant's Purchase Right or the limitations imposed
by Section 10(a) hereof.  No Shares shall be purchased on a Purchase Date on
behalf of a Participant whose participation in the Offering or the Plan has
terminated on or before such Purchase Date.

                          (g)     Return of Cash Balance.  Any cash balance
remaining in the Participant's account shall be refunded to the Participant as
soon as practicable after the Purchase Date.  In the event the cash to be
returned to a Participant pursuant to the preceding sentence is an amount less
than the amount necessary to purchase a whole Share, the Company may establish
procedures whereby such cash is maintained in the Participant's account and
applied toward the purchase of Shares in the subsequent Purchase Period or
Offering Period.

                          (h)     Tax Withholding.  At the time the Purchase
Right is exercised, in whole or in part, or at the time some or all of the
Shares are disposed of, the Participant shall make adequate provision for the
foreign, federal and state tax withholding obligations of the Company, if any,
which arise upon exercise of the Purchase Right and/or upon disposition of
Shares, respectively.  The Company may, but shall not be obligated to, withhold
from the Participant's Compensation the amount necessary to meet such
withholding obligations.

                          (i)     Company Established Procedures.  The Company
may, from time to time, establish or change (i) a minimum required withholding
amount for participation in an Offering, (ii) limitations on the frequency
and/or number of changes in the amount withheld during an Offering, (iii) an
exchange ratio applicable to amounts withheld in a currency other than U.S.
dollars, (iv) payroll withholding in excess of or less than the amount
designated by a Participant in order to adjust for delays or mistakes in the
Company's processing of subscription agreements, (v) the date(s) and manner by
which the fair market value of the Shares is determined for purposes of
administration of the Plan and/or (vi) such other limitations or procedures as
deemed advisable by the Company in the Company's sole discretion which are
consistent with the Plan and in accordance with the requirements of section 423
of the Code.

                          (j)     Expiration of Purchase Right.  Any portion of
a Participant's Purchase Right remaining unexercised after the end of the
Offering Period to which such Purchase Right relates shall expire immediately
upon the end of such Offering Period.







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                 10.      Limitations on Purchase of Shares; Rights as a
                          Stockholder.

                          (a)     Fair Market Value Limitation.
Notwithstanding any other provision of the Plan, no Participant shall be
entitled to purchase Shares under the Plan (and under all other employee stock
purchase plans which are intended to meet the requirements of section 423 of
the Code sponsored by the Company or a parent or subsidiary corporation of the
Company) at a rate which exceeds $25,000 in fair market value during a given
Offering Period  (or such other limit as may be imposed by the Code), for each
calendar year in which such Participant's Purchase Right with respect to such
Offering Period remains outstanding under the Plan (and under all other
employee stock purchase plans described in this sentence).  Such fair market
value shall be determined as of the initial date of each Purchase Period.

                          (b)     Pro Rata Allocation.  In the event the number
of Shares which might be purchased by all Participants in the Plan exceeds the
number of Shares available in the Plan, the Company shall make a pro rata
allocation of the remaining Shares in as uniform a manner as shall be
practicable and as the Company shall determine to be equitable.

                          (c)     Rights as a Stockholder and Employee.  A
Participant shall have no rights as a stockholder by virtue of the
Participant's participation in the Plan until the Purchase Date.  No adjustment
shall be made for cash dividends or distributions or other rights for which the
record date is prior to the date such stock certificate(s) are issued.  Nothing
herein shall confer upon a Participant any right to continue in the employ of
the Company or interfere in any way with any right of the Company to terminate
the Participant's employment at any time.

                 11.      Withdrawal.

                          (a)     Withdrawal From an Offering.  A Participant
may withdraw from an Offering by signing and delivering to the Company's
payroll office, a written notice of withdrawal on forms provided by the Company
for such purpose.  Such withdrawal may be elected at any time prior to the end
of an Offering Period; provided, however, if a Participant withdraws after the
Purchase Date for a Purchase Period of an Offering, the withdrawal shall not
affect Shares acquired by the Participant in such Purchase Period.  Unless
otherwise indicated, withdrawal from an Offering shall not result in a
withdrawal from the Plan or any succeeding Offering therein.  By withdrawing
from an Offering effective as of the close of a given Purchase Date, a
Participant may have Shares purchased on such Purchase Date and immediately
commence participation in the next Offering commencing after such Purchase
Date.  A Participant is prohibited from again participating in an Offering at
any time upon withdrawal from such Offering.  The Company may impose, from time
to time, a requirement that the notice of withdrawal be on file with the
Company's payroll office for a reasonable period prior to the effectiveness of
the Participant's withdrawal from an Offering.

                          (b)     Withdrawal from the Plan.  A Participant may
withdraw from the Plan by signing a written notice of withdrawal on a form
provided by the Company for such







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purpose and delivering such notice to the Company's payroll office.
Withdrawals made after a Purchase Date for a Purchase Period shall not affect
Shares acquired by the Participant on such Purchase Date.  In the event a
Participant voluntarily elects to withdraw from the Plan, the Participant may
not resume participation in the Plan during the same Offering Period, but may
participate in any subsequent Offering under the Plan by again satisfying the
requirements of paragraphs 4 and 6(a) above.  The Company may impose, from time
to time, a requirement that the notice of withdrawal be on file with the
Company's payroll office for a reasonable period prior to the effectiveness of
the Participant's withdrawal from the Plan.

                          (c)     Return of Payroll Deductions.  Upon
withdrawal from an Offering or the Plan pursuant to paragraphs 11(a) or 11(b),
respectively, the withdrawn Participant's accumulated payroll deductions which
have not been applied toward the purchase of Shares shall be returned as soon
as practicable after the withdrawal, without the payment of any interest
(unless the Board decides otherwise pursuant to paragraph 9(e) above), to the
Participant, and the Participant's interest in the Offering and/or the Plan, as
applicable, shall terminate.  Such accumulated payroll deductions may not be
applied to any other Offering under the Plan.

                          (d)     Participation Following Withdrawal.  An
employee who is also an officer or director of the Company subject to section
16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
who is deemed to "cease participation" in the Plan within the meaning of Rule
16b-3 promulgated under the Exchange Act as amended from time to time or any
successor rule or regulation ("Rule 16b-3") as a consequence of his or her
withdrawal from an Offering pursuant to paragraph 11(a) above or withdrawal
from the Plan pursuant to paragraph 11(b) above shall not again participate in
the Plan for at least six months after the date of such withdrawal.

                          (e)     Waiver of Withdrawal Right.  The Company may,
from time to time, establish a procedure pursuant to which a Participant may
elect (an "Irrevocable Election"), at least six (6) months prior to a Purchase
Date, to have all payroll deductions accumulated in his or her Plan account as
of such Purchase Date applied to purchase Shares under the Plan, and (i) to
waive his or her right to withdraw from the Offering or the Plan and (ii) to
waive his or her right to increase, decrease, or cease payroll deductions under
the Plan from his or her Compensation during the Purchase Period ending on such
Purchase Date.  Such election shall be made in writing on a form provided by
the Company for such purpose and must be delivered to the Company not later
than the close of business on the day preceding the date which is six (6)
months before the Purchase Date for which such election is to first be
effective.

                 12.      Termination of Employment.  Termination of a
Participant's employment with the Company for any reason, including retirement,
disability or death or the failure of a Participant to remain an employee
eligible to participate in the Plan, shall terminate the Participant's
participation in the Plan immediately.  In such event, the payroll deductions
credited to the Participant's account since the last Purchase Date shall, as
soon as practicable, be returned to the Participant or, in the case of the
Participant's death, to the Participant's legal







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representative, and all of the Participant's right under the Plan shall
terminate.  Interest shall not be paid on sums returned to a Participant
pursuant to this paragraph 12 unless the Board elects otherwise pursuant to
paragraph 9(e) above.  A Participant whose participation has been so terminated
may again become eligible to participate in the Plan by again satisfying the
requirements of paragraphs 4 and 6(a) above.

                 13.      Transfer of Control.  A "Transfer of Control" shall
be deemed to have occurred in the event any of the following occurs with
respect to PSC.

                          (a)     a merger or consolidation in which PSC is not
the surviving corporation;

                          (b)     a merger or consolidation in which PSC is the
surviving corporation where the stockholders of PSC before such merger or
consolidation do not retain, directly or indirectly, at least a majority of the
beneficial interest in the voting stock of PSC;

                          (c)     the sale, exchange, or transfer of all or
substantially all of PSC's assets other than a sale, exchange, or transfer to
one (1) or more subsidiary corporations (as defined in section 1, above) of
PSC;

                          (d)     the direct or indirect sale or exchange by
the stockholders of PSC of all or substantially all of the stock of PSC where
the stockholders of PSC before such sale or exchange do not retain, directly or
indirectly, at least a majority of the beneficial interest in the voting stock
of PSC after such sale or exchange; or

                          (e)     the liquidation or dissolution of PSC;

                          In the event of a Transfer of Control, the Board, in
its sole discretion, may arrange with the surviving, continuing, successor, or
purchasing corporation, as the case may be (the "Acquiring Corporation"), for
the Acquiring Corporation to assume PSC's rights and obligations under the
Plan.  All Purchase Rights shall terminate effective as of the date of the
Transfer of Control to the extent that the Purchase Right is neither exercised
as of the date of the Transfer of Control nor assumed by the Acquiring
Corporation.

                 14.      Capital Changes.  In the event of changes in the
common stock of PSC due to a stock split, reverse stock split, stock dividend,
recapitalization, combination, reclassification, or like change in PSC's
capitalization, or in the event of any merger (including a merger effected for
the purpose of changing PSC's domicile), sale or other reorganization,
appropriate adjustments shall be made by PSC in the securities subject to
purchase under a Purchase Right, the Plan's share reserve, the number of Shares
subject to a Purchase Right, and in the purchase price per Share.







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                 15.      Transferability.  A Purchase Right may not be
transferred in any manner otherwise than by will or the laws of descent and
distribution and shall be exercisable during the lifetime of the Participant
only by the Participant.  PSC, in its absolute discretion, may impose such
restrictions on the transferability of the Shares purchasable upon the exercise
of a Purchase Right as it deems appropriate, and any such restriction shall be
set forth in the respective subscription agreement and may be referred to on
the certificates evidencing such Shares.

                 16.      Reports.  Each Participant who exercised all or part
of his or her Purchase Right for a Purchase Period shall receive, as soon as
practicable after the Purchase Date of such Purchase Period, a report of such
Participant's account setting forth the total payroll deductions accumulated,
the number of Shares purchased, the fair market value of such Shares, the date
of purchase and the remaining cash balance to be refunded or retained in the
Participant's account pursuant to paragraph 9(g) above, if any.  In addition,
each Participant shall be provided information concerning PSC equivalent to
that information generally made available to PSC's common stockholders.

                 17.      Plan Term.  This Plan shall continue until terminated
by the Board or until all of the Shares reserved for issuance under the Plan
have been issued.

                 18.      Restriction on Issuance of Shares.  The issuance of
Shares under the Plan shall be subject to compliance with all applicable
requirements of foreign, federal or state law with respect to such securities.
A Purchase Right may not be exercised if the issuance of Shares upon such
exercise would constitute a violation of any applicable foreign, federal or
state securities laws or other law or regulations.  In addition, no Purchase
Right may be exercised unless (i) a registration statement under the Securities
Act of 1933, as amended, shall at the time of exercise of the Purchase Right be
in effect with respect to the Shares issuable upon exercise of the Purchase
Right, or (ii) in the opinion of legal counsel to PSC, the Shares issuable upon
exercise of the Purchase Right may be issued in accordance with the terms of an
applicable exemption from the registration requirements of said Act.  As a
condition to the exercise of a Purchase Right, PSC may require the Participant
to satisfy any qualifications that may be necessary or appropriate, to evidence
compliance with any applicable law or regulation, and to make any
representation or warranty with respect thereto as may be requested by the
Company.

                 19.      Legends.  The Company may at any time place legends
or other identifying symbols referencing any applicable foreign, federal and/or
state securities restrictions or any provision convenient in the administration
of the Plan on some or all of the certificates representing Shares issued under
the Plan.  The Participant shall, at the request of PSC, promptly present to
PSC any and all certificates representing Shares acquired pursuant to a
Purchase Right in the possession of the Participant in order to carry out the
provisions of this subparagraph.  Unless otherwise specified by PSC, legends
placed on such certificates may include but shall not be limited to the
following:







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                 "THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE
CORPORATION TO THE REGISTERED HOLDER UPON THE PURCHASE OF SHARES UNDER THE
EMPLOYEE STOCK PURCHASE PLAN AS DEFINED IN SECTION 423 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, THE TRANSFER AGENT FOR THE SHARES EVIDENCED HEREBY
SHALL NOTIFY THE CORPORATION IMMEDIATELY OF ANY TRANSFER OF THE SHARES BY THE
REGISTERED HOLDER HEREOF MADE ON OR BEFORE ______________.  THE REGISTERED
HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE PLAN IN THE REGISTERED
HOLDER'S NAME (AND NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE."

                 20.      Notification of Sale of Shares.  PSC may require the
Participant to give PSC prompt notice of any disposition of Shares acquired by
exercise of a Purchase Right within two years from the date of granting such
Purchase Right or one year from the date of exercise of such Purchase Right.
PSC may require that until such time as a Participant disposes of Shares
acquired upon exercise of a Purchase Right, the Participant shall hold all such
Shares in the Participant's name (and not in the name of any nominee) until the
lapse of the time periods with respect to such Purchase Right referred to in
the preceding sentence.  PSC may direct that the certificates evidencing Shares
acquired by exercise of a Purchase Right refer to such requirement to give
prompt notice of disposition.

                 21.      Amendment or Termination of the Plan.  The Board may
at any time amend or terminate the Plan, except that such termination shall not
affect Purchase Rights previously granted under the Plan, nor may any amendment
make any change in a Purchase Right previously granted under the Plan which
would adversely affect the right of any Participant (except to the extent
permitted by the Plan or as may be necessary to qualify the Plan as an employee
stock purchase plan pursuant to section 423 of the Code or to obtain
qualification or registration of the Shares under applicable foreign, federal
or state securities laws).  In addition, an amendment to the Plan must be
approved by the stockholders of the Company within twelve (12) months of the
adoption of such amendment if such amendment would change the number of Shares
authorized for issuance under the Plan or would change the definition of the
employees (or class of employees) eligible to participate in the Plan,
including the corporations that may be designated by the Board as Participating
Companies.  Furthermore, the approval of the Company's stockholders shall be
sought for any amendment to the Plan for which the Board deems stockholder
approval necessary in order to comply with Rule 16b-3 promulgated under section
16 of the Exchange Act.

                 The foregoing Physicians' Specialty Corp. 1997 Employee Stock
Purchase Plan was duly adopted by the Board of Directors of PSC on the 5th day
of November, 1997.







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