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                                                                    EXHIBIT 2.11



                          MANAGEMENT SERVICES AGREEMENT


                                  BY AND AMONG


                          SPECIALTY CARE NETWORK, INC.,


                  MEDICAL REHABILITATION SPECIALISTS II, P.A.,

                                       AND

                               KIRK J. MAURO, M.D.

                           DATED AS OF JANUARY 1, 1999



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                                TABLE OF CONTENTS

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ARTICLE I.DEFINITIONS.............................................................................................1

ARTICLE II.RELATIONSHIP OF THE PARTIES............................................................................4
         2.1.  Independent Relationship...........................................................................4
         2.2.  Responsibilities of the Parties....................................................................4
         2.3.  MRS II Matters.....................................................................................4
         2.4.  Patient Referrals..................................................................................4
         2.5.  Professional Judgment..............................................................................5

ARTICLE III.MANAGEMENT AND FINANCIAL ADVISORY SERVICES TO BE PROVIDED BY SCN......................................5
         3.1.  Performance of Limited Management Functions........................................................5
         3.2.  Practice Assessment................................................................................5
         3.3.  Third-Party Payor Matters..........................................................................5
         3.4.  Malpractice Insurance..............................................................................5
         3.5.  Financial Reporting................................................................................5
         3.6.  Data/Information...................................................................................6
         3.7.  Billing and Coding Analysis........................................................................6
         3.8.  Events Excusing Performance........................................................................6
         3.9.  Compliance with Law................................................................................6


ARTICLE IV.OBLIGATIONS OF MRS II AND PHYSICIAN OWNER..............................................................6
         4.1.  Professional Services..............................................................................6
         4.2.  Employment of Physician Employees and Other Employees..............................................6
         4.3.  Professional Insurance Eligibility.................................................................6
         4.4.  Fees for Professional Services.....................................................................6
         4.5.  Events Excusing Performance........................................................................6

ARTICLE V.EXCLUSIVE ARRANGEMENTS..................................................................................7
         5.1.  Exclusive Arrangement..............................................................................7
         5.2.  Enforcement........................................................................................7
         5.3.  Modification of Covenants and Agreements...........................................................7
         5.4.  Rights of SCN......................................................................................7
         5.5.  Excluded Activities................................................................................7

ARTICLE VI.FINANCIAL ARRANGEMENTS.................................................................................8

ARTICLE VII.INTELLECTUAL PROPERTY AND RECORDS.....................................................................8
         7.1.  Ownership of SCN's Business Records and Systems....................................................8
         7.2.  Maintenance of Records.............................................................................8
         7.3.  Access to Records..................................................................................8
         7.4.  Patient Records....................................................................................8

ARTICLE VIII.INDEMNITY............................................................................................8
         8.1.  Indemnification by MRS II and the Physician Owner..................................................9
         8.2.  Indemnification by SCN.............................................................................9
         8.3.  Escrow Pending Indemnification Determination.......................................................9
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ARTICLE IX.TERM, TERMINATION AND RETIREMENT...................................................................... 9
         9.1.  Term of Agreement................................................................................. 9
         9.2.  Extended Term..................................................................................... 9
         9.3.  SCN Events of Default............................................................................. 9
         9.4.  MRS II Events of Default.......................................................................... 9
         9.5.  MRS II's Remedies.................................................................................10
         9.6.  SCN's Remedies....................................................................................10

ARTICLE X.REPRESENTATIONS AND WARRANTIES OF MRS II AND PHYSICIAN OWNER...........................................10
         10.1.  Validity.........................................................................................10
         10.2.  Authority........................................................................................10

ARTICLE XI.REPRESENTATIONS AND WARRANTIES OF SCN.................................................................11
         11.1.  Organization.....................................................................................11
         11.2.  Authority........................................................................................11
         11.3.  Absence of Litigation............................................................................11

ARTICLE XII.COVENANTS OF MRS II AND PHYSICIAN OWNER..............................................................11
         12.1.  Merger, Consolidation and Other Arrangements.....................................................11
         12.2.  Necessary Authorizations/Assignment of Licenses and Permit.......................................11
         12.3.  Compliance with All Laws.........................................................................11
         12.4.  Third-Party Payor Programs.......................................................................11
         12.5.  Change in Business or Credit and Collection Policy...............................................12

ARTICLE XIII.GENERAL PROVISIONS..................................................................................12
         13.1.  Assignment.......................................................................................12
         13.2.  Whole Agreement; Modification....................................................................12
         13.3.  Notices..........................................................................................12
         13.4.  Binding on Successors............................................................................13
         13.5.  Waiver of Provisions.............................................................................13
         13.6.  Governing Law; Venue.............................................................................13
         13.7.  No Practice of Medicine..........................................................................13
         13.8.  Severability.....................................................................................13
         13.9.  Additional Documents.............................................................................13
         13.10.  Attorneys' Fees.................................................................................14
         13.11.  Time is of the Essence..........................................................................14
         13.12.  Confidentiality.................................................................................14
         13.13.  Contract Modifications for Prospective Legal Events.............................................14
         13.14.  Remedies Cumulative.............................................................................14
         13.15.  Language Construction...........................................................................14
         13.16.  No Obligation to Third Parties..................................................................14
         13.17.  Communications..................................................................................15

SCHEDULE 5.5 EXCLUDED ASSETS..................................................................................5.51

EXHIBIT 3.11 ANCILLARY SERVICES MANAGEMENT AGREEMENT.........................................................3.11-1
         EXHIBIT 6 FINANCIAL MATTERS............................................................................6-1
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                          MANAGEMENT SERVICES AGREEMENT


         THIS MANAGEMENT SERVICES AGREEMENT ("Agreement") dated as of January 1,
1999, by and among SPECIALTY CARE NETWORK, INC., a Delaware corporation ("SCN"),
MEDICAL REHABILITATION SPECIALISTS II, P.A., a Florida professional service
corporation ("MRS II"), and KIRK J. MAURO, M.D. (the "Physician Owner"), a
resident of Florida. SCN, MRS II, and the Physician Owner are sometimes referred
to individually herein as a "Party" and collectively herein as the "Parties."

                              W I T N E S S E T H:

         WHEREAS, SCN is in the business of assisting in the management of
orthopaedic and musculoskeletal medical practices and providing certain support
services to such practices;

         WHEREAS, MRS II and Physician Owner desire to obtain the services of
SCN in performing such management and support services functions so as to assist
MRS II and its Physician Owner and Physician Employees;

         WHEREAS, the Parties have entered into that certain Service Agreement
effective March 1, 1997 (the "Service Agreement"); and

         WHEREAS, the Parties intend and agree to amend and restate the Service
Agreement in accordance with the terms of this Agreement, and intend and agree
for this Agreement to govern their relationship from January 1, 1999, forward.

         NOW, THEREFORE, for and in consideration of the premises above, the
mutual covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto, intending to be legally bound, agree as follows:


                                   ARTICLE I.

                                   DEFINITIONS

         For the purpose of this Agreement, the following definitions shall
apply:

         "Affiliate" means, with respect to any Person, any entity which
directly or indirectly controls, is controlled by, or is under common control
with, such Person or any Subsidiary of such Person or any Person who is a
director, officer or partner of such Person or any Subsidiary of such Person.
For purposes of this definition, "control" means the possession, directly or
indirectly, of the power to (a) vote ten percent (10%) or more of the securities
having ordinary voting power for the election of directors of such Person, or
(b) direct or cause the direction of management and policies of a business,
whether through the ownership of voting securities, by contract or otherwise and
either alone or in conjunction with others or any group.

         "Agent" has the meaning set forth in SECTION 13.1.

         "Ancillary Services" means ambulatory surgery centers, imaging centers,
physical therapy, rehabilitation or occupational therapy centers, orthotics
centers, or any other equipment utilized in providing medical services in
connection with any of the foregoing or that are ancillary to an orthopaedic and
musculoskeletal medical practice.

         "Applicable Law" means all applicable provisions of constitutions,
statutes, rules, regulations, ordinances and orders of all Governmental
Authorities and all orders and decrees of all courts, tribunals and arbitrators,
and shall include, without limitation, Health Care Law and any Governmental
Rules and Regulations.


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         "Banks" has the meaning set forth in SECTION 13.1.

         "CHAMPUS" means the Civilian Health and Medical Program of the
Uniformed Services.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "DHS" means a "designated health service," as defined under 42 U.S.C.
ss. 1395nn (and federal regulations promulgated thereunder).

         "Disabled" means that a Physician Owner suffers from a mental or
physical condition resulting in such Physician Owner's inability to perform the
essential functions of his or her job without significant risk to the health or
safety of others, even with such reasonable accommodation as may be available
under the circumstances, and SCN or MRS II may reasonably anticipate that such
Physician Owner will remain disabled for at least two (2) years following the
commencement of such disability.

         "GAAP" means generally accepted accounting principles as set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity or other practices and procedures as may be
approved or adopted by a significant segment of the accounting profession. For
purposes of this Agreement, GAAP shall be applied in a manner consistent with
the historic practices used by SCN or MRS II as applicable.

         "Governmental Authority" means any national, state or local government
(whether domestic or foreign), any political subdivision thereof or any other
governmental, quasi-governmental, judicial, public or statutory instrumentality,
authority, board, body, agency, bureau or entity or any arbitrator with
authority to bind a Party at law.

         "Governmental Rules and Regulations" means 42 U.S.C. ss. 1320a-7b, or
the rules, regulations, policies, contracts or laws pertaining to any
Third-Party Payor Program, or which are prohibited by rules of professional
conduct, including but not limited to the following: (a) knowingly and willfully
making or causing to be made a false statement or representation of a material
fact in any application for any benefit or payment; (b) knowingly and willfully
making or causing to be made any false statement or representation of a material
fact for use in determining rights to any benefit or payment; (c) failing to
disclose knowledge by a claimant of the occurrence of any event affecting the
initial or continued right to any benefit or payment on OCOA's own behalf or on
behalf of another, with intent to fraudulently secure such benefit or payment;
or (d) knowingly and willfully soliciting or receiving any remuneration
(including any kickback, bribe, or rebate), directly or indirectly, overtly or
covertly, in cash or in kind or offering to pay or receive such remuneration (i)
in return for referring an individual to a person for the furnishing or
arranging for the furnishing of any item or service for which payment may be
made in whole or in part by Medicare or Medicaid, or (ii) in return for
purchasing, leasing, or ordering or arranging for or recommending purchasing,
leasing, or ordering any good, facility, service or item for which payment may
be made in whole or in part by Medicare or Medicaid.

         "Health Care Law" means any and all applicable federal or state law
regulating the acquisition, construction, operation, maintenance, certification
or management of a health care practice, facility, provider or payor, including,
without limitation, the following: 18 U.S.C. ss. 287 (relating to false,
fictitious or fraudulent claims); 18 U.S.C. ss. 669 (relating to theft or
embezzlement in connection with health care); 18 U.S.C. ss. 1001 et seq.
(relating to fraud and false statements); 18 U.S.C. ss. 1035 (relating to false
statements relating to health care matters); 18 U.S.C. ss. 1347 (relating to
health care fraud); 42 U.S.C. ss. 1320a-7b(a)(1)-(5) (relating to making and
causing to be made false statements or representations); 42 U.S.C. ss.
1320a-7b(d) (relating to illegal patient admittance and retention practices); 42
U.S.C. ss. 1320a-7b(e) (relating to violation of assignment terms); 42 U.S.C.
ss. 1320a-7b(b) (relating to illegal remuneration); 31 U.S.C. ss. 3729 (relating
to false claims); 31 U.S.C. ss. 3730(h) (relating to relief for retaliation
against false claims relator); 42 U.S.C. ss. 1395nn (relating to limitation of
certain physician referrals); 42 U.S.C. ss. 1320a-3 (relating to disclosure of
ownership and


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related information); and 42 U.S.C. ss. 1320a-3(a) (relating to disclosure
requirements for other providers under Part B Medicare) and any similar or
analogous Florida laws.

         "Lender" means any lender to SCN that has a security interest in any of
the following assets of SCN: all accounts receivable including any and all
rights to payment of money or other forms of consideration of any kind (whether
classified under the Uniform Commercial Code as accounts, chattel paper, general
intangibles, or otherwise) for goods sold or leased or for services rendered by
SCN, including, but not limited to, accounts receivable, proceeds of any letters
of credit naming SCN as beneficiary, chattel paper, insurance proceeds, contract
rights, notes, drafts, instruments, documents, acceptances, and all other debts,
obligations and liabilities in whatever form from any other Person.

         "Management Services Fee" has the meaning set forth in EXHIBIT 6.

         "Medicaid" means any state program pursuant to which health care
providers are paid or reimbursed for care given or goods afforded to indigent
persons and administered pursuant to a plan approved by the Health Care
Financing Administration under Title XIX of the Social Security Act.

         "Medicare" means any medical program established under Title XVIII of
the Social Security Act and administered by the Health Care Financing
Administration.

         "MRS II Note" has the meaning set forth in the Restructure Agreement.

         "Necessary Authorizations" means with respect to MRS II, all
certificates of need, authorization, certifications, consents, approvals,
permits, licenses, notices, accreditations and exemptions, filings and
registrations, and reports required by Applicable Law, which are required,
necessary or reasonably useful to the lawful ownership and operation of MRS II's
business.

         "Non-DHS" means any health services not included in the meaning of
"designated health services," as defined under 42 U.S.C. ss. 1395nn (and federal
regulations promulgated thereunder).

         "Person" means an individual, corporation, partnership, association,
limited liability company, limited liability partnership, joint stock company,
joint venture, trust, unincorporated organization, or governmental entity (or
any department, agency or political subdivision thereof including without
limitation Third-Party Payors).

         "Physician Employees" means only those individuals who are doctors of
medicine (including Physician Owner) and who are employed by MRS II or are
otherwise under contract with MRS II to provide professional services to
patients seen in the Practice Offices and are duly licensed to provide
professional medical services in the state or states in which such individuals
render professional services.

         "Physician Extender Employees" means physician assistants, nurse
practitioners who do not provide billable services, and other such persons, but
expressly excluding any Technical Employees.

         "Physician Owner" means those Physician Employees who own an interest,
directly or indirectly, in the equity of MRS II, including those Persons set
forth in the preface above.

         "Practice Offices" means any office location under the control of MRS
II or the Physician Owner at which MRS II or the Physician Owner provide medical
services or any Ancillary Services.

         "Professional Services Revenue" means all fees actually collected each
month by or on behalf of MRS II, or any of the Physician Owner (as the case may
be) as a result of professional medical services personally furnished to
patients and other fees or income generated by Physician Employees and Technical
Employees, and any revenue from the sale of any goods.



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<PAGE>   7

         "SCN" means Specialty Care Network, Inc., a Delaware corporation,
together with its successors and assigns.

         "Service Agreement" has the meaning set forth in the recitals.

         "Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

         "Technical Employees" means individuals who provide billable services
on behalf of MRS II and are employees of MRS II.

         "Third-Party Payors" means Medicare, Medicaid, CHAMPUS, Blue Cross
and/or Blue Shield, managed care plans and any other private healthcare
insurance program or company as well as any future payor of a Third-Party Payor
Program.

         "Third-Party Payor Programs" means Medicare, Medicaid, CHAMPUS,
insurance provided by Blue Cross and/or Blue Shield, managed care plans, and any
other private health care insurance programs and employee assistance programs as
well as any future similar programs.


                                   ARTICLE II.

                           RELATIONSHIP OF THE PARTIES

         II.1. Independent Relationship. MRS II, Physician Owner and SCN intend
to act and perform as independent contractors. The provisions hereof are not
intended to create any partnership, joint venture, agency or employment
relationship between the Parties. Notwithstanding the authority granted to SCN
herein, SCN, MRS II, and Physician Owner agree that MRS II and Physician Owner
shall retain all authority to direct the medical, professional, ethical,
administrative, and managerial (other than as provided by SCN under this
Agreement) aspects of MRS II's and Physician Owner's medical practice. Each
Party shall be solely responsible for and shall comply with all state and
federal laws pertaining to employment taxes, income withholding, unemployment
compensation contributions and other employment related statutes applicable to
that Party; it being understood that SCN shall provide certain services, as set
forth herein, to MRS II to assist MRS II in satisfying its obligations described
above.

         II.2. Responsibilities of the Parties. As more specifically set forth
herein, SCN shall provide MRS II with certain limited management and financial
advisory services as provided under ARTICLE III. As more specifically set forth
herein, MRS II shall be responsible for day-to-day operation and management of
the medical practice, including without limitation all matters related to the
professional practice of medicine, medical practice patterns and documentation
thereof. Notwithstanding anything herein to the contrary, no DHS shall be
provided by SCN under this Agreement. SCN shall neither exercise control over
nor interfere with the physician-patient relationship, which shall be maintained
strictly between the physicians of MRS II and their patients.

         II.3. MRS II Matters. Except for the services provided by SCN pursuant
to ARTICLE III, MRS II shall be solely responsible for all matters relating to
MRS II, operational or otherwise.

         II.4. Patient Referrals. The Parties agree that the benefits to MRS II
and Physician Owner hereunder do not require, are not payment for, and are not
in any way contingent upon the admission, referral or any other arrangement for
the provision of any item or service offered by SCN to any of MRS II's patients
in any facility operated by SCN.



                                       4
<PAGE>   8

         II.5. Professional Judgment. Each of the Parties acknowledges and
agrees that the terms and conditions of this Agreement pertain to and control
solely the business and financial relationship between and among the Parties and
do not pertain to and do not control the professional and clinical relationship
between and among MRS II, Physician Owner, Physician Employees, MRS II Employees
and MRS II's patients. Nothing in this Agreement shall be construed to alter or
in any way affect the legal, ethical, and professional relationship between and
among MRS II, Physician Owner, Physician Employees and MRS II's patients, nor
shall anything contained in this Agreement abrogate any right, privilege, or
obligation arising out of or applicable to the physician-patient relationship.


                                  ARTICLE III

        MANAGEMENT AND FINANCIAL ADVISORY SERVICES TO BE PROVIDED BY SCN

         III.1. Performance of Limited Management Functions. SCN shall provide
or arrange for the services set forth in this ARTICLE III. SCN is hereby
expressly authorized to perform its services hereunder in whatever manner it
deems reasonably appropriate. MRS II will not act in a manner which would
prevent SCN from carrying out its duties under this Agreement. MRS II and the
Physician Owner acknowledge and agree that, except as set forth in this ARTICLE
III, SCN shall not be responsible for providing any other services to MRS II or
the Physician Owner, unless otherwise agreed to between or among the Parties in
a separate written agreement. In connection with the foregoing sentence, SCN
shall not provide any equipment, facilities, supplies or employee staffing for
MRS II and shall not perform the following services: personnel evaluations,
billing and collection services, computer hardware/software support, payroll
services, accounts payable processing/management, on-site procurement, or other
types of day-to-day practice management or assessment services. In the event
that MRS II desires SCN to provide any of the foregoing services, SCN and MRS II
shall contract separately for such services. In connection with the services
provided by SCN under this ARTICLE III, MRS II shall give SCN a written request
for specific services to be performed and direction with respect to the
performance of such services. SCN shall provide, or communicate, the services to
be provided under this ARTICLE III in writing (including via Internet
transmission) or telephonically where appropriate; provided, however, upon
thirty (30) business days written notice MRS II shall be entitled to one (1)
onsite visit per calendar quarter by one (1) SCN employee at SCN's expense, with
the cost and expense of any further onsite visits by any other SCN employees to
be reimbursed to SCN by MRS II.

         III.2. Practice Assessment. Within one hundred-twenty (120) days
following the date of this Agreement, to the extent not already provided by SCN
to MRS II, and within one hundred-twenty (120) days following the third (3rd)
anniversary of this Agreement (provided this Agreement shall be in effect after
the third (3rd) anniversary hereof), SCN shall perform an assessment of MRS II's
operations and shall provide MRS II with a written report of SCN's findings. The
written report shall include the following reports: (a) financial performance
review, (b) functional area assessment, (c) organizational structure review, (d)
wage rate analysis, and (e) strategic plan.

         III.3. Third-Party Payor Matters. SCN shall advise MRS II with respect
to marketing and Third-Party Payor and managed care matters. SCN shall provide
(a) analysis and recommendations regarding Third-Party Payor contracting and
reimbursement arrangements and (b) advice regarding negotiating strategies with
respect to Third-Party Payors. MRS II shall identify for SCN specific
Third-Party Payor contract and reimbursement issues that will be the basis of
such analysis and advice.

         III.4. Malpractice Insurance. Upon written request of MRS II, SCN, for
and on behalf of MRS II, shall negotiate for the purchase of medical malpractice
insurance for MRS II and its Physician Owner and Physician Employees. Upon the
mutual agreement of the Parties, MRS II shall be allowed to participate in any
captive malpractice insurance plan maintained by SCN from time to time.

         III.5. Financial Reporting. If MRS II currently has an electronic data
interface with SCN, SCN shall provide MRS II with monthly reports on charges,
receipts and adjustments and a review of MRS II's accounts receivable. Except as
specifically set forth in this ARTICLE III, SCN shall not provide any other
financial or accounting reporting services to MRS 


                                       5
<PAGE>   9

II. SCN's obligations under this SECTION 3.5 are subject to and dependent upon
MRS II providing accurate financial information to SCN no later than the fourth
(4th) business day of each month.

         III.6. Data/Information. SCN shall provide MRS II with access to
patient demographics, clinical and financial data bases (excluding outcomes
data) and information related to SCN affiliated practices' "best practices." MRS
II and the Physician Owner acknowledge and agree that all of such information is
subject to the provisions of ARTICLE VII and shall remain the property of SCN
upon termination of this Agreement. SCN shall perform an annual benchmarking
analysis of MRS II's practice data. Inclusion of MRS II's practice data in the
comparative data analysis is subject to and dependent upon MRS II providing
accurate financial information to SCN no later than the fourth (4th) business
day of each month.

         III.7. Billing and Coding Analysis. Upon the request of MRS II, SCN
shall perform an analysis of MRS II's coding and billing practices on a fiscal
year basis. The purpose of this analysis will be to evaluate MRS II's compliance
with Applicable Law (in particular Health Care Law) and to make recommendations
with respect to coding and billing practices.

         III.8. Events Excusing Performance. SCN shall not be liable to MRS II
or Physician Owner for failure to perform any of the services required herein in
the event of strikes, lock-outs, calamities, acts of God, unavailability of
supplies or other events over which SCN has no control for so long as such
events continue, and for a thirty (30) day period of time thereafter.

         III.9. Compliance with Law. SCN shall comply with Applicable Law. In
the event that any change in Applicable Law shall occur that necessitates
modification of SCN's manner of operation, then SCN shall make such modification
that may be necessary and appropriate to comply with Applicable Law.


                                   ARTICLE IV

                    OBLIGATIONS OF MRS II AND PHYSICIAN OWNER

         IV.1. Professional Services. MRS II, its Physician Owner and Physician
Employees shall provide professional services to patients in compliance at all
times with ethical standards, laws and regulations applying to MRS II's
professional practice. MRS II shall use its best efforts to determine that each
Physician Employee and Technical Employee associated with MRS II who provides
medical care to patients of MRS II is licensed by the state or states in which
he or she renders professional services.

         IV.2. Employment of Physician Employees and Other Employees. MRS II
shall have complete control of and responsibility for the hiring, compensation,
supervision, evaluation and termination of Physician Employees. MRS II shall be
responsible for the payment of MRS II employees' salaries and wages, payroll
taxes, employee benefits and all other taxes and charges now or hereafter
applicable to them.

         IV.3. Professional Insurance Eligibility. MRS II shall cooperate with
SCN in the obtaining and retaining of professional liability insurance by
assuring that all Physician Owner and Physician Employees are insurable and
participating in an on-going risk management program.

         IV.4. Fees for Professional Services. MRS II shall be solely
responsible for all costs and fees incurred by MRS II, and its employees,
including without limitation Physician Owner, or any officers, directors,
employees or agents of MRS II, including without limitation legal, accounting
and other professional services costs and fees.

         IV.5. Events Excusing Performance. MRS II and Physician Owner shall not
be liable to SCN for failure to perform any of the services required herein in
the event of strikes, lock-outs, calamities, acts of God, unavailability of
supplies or other events over which MRS II has no control for so long as such
events continue, and for a reasonable period of time thereafter.



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<PAGE>   10

                                   ARTICLE V

                             EXCLUSIVE ARRANGEMENTS

         The Parties recognize that the services to be provided by SCN shall be
feasible only if MRS II operates an active medical practice to which both MRS II
and the physicians associated with MRS II devote their full time and attention.
To that end:

         V.1. Exclusive Arrangement. During the term of this Agreement, SCN
shall be MRS II's and Physician Owner' sole provider of the management services
described in this Agreement and neither MRS II, Physician Owner nor any of MRS
II's or Physician Owner' employees shall provide such management services during
the term of this Agreement, and, SCN shall be the sole provider of any
management of any New Ancillary Service to be provided by MRS II or any of the
Physician Owner.

         V.2. Enforcement. MRS II and the Physician Owner acknowledge and agree
that the covenants and agreements contained in this ARTICLE V are necessary to
protect the business and goodwill of the SCN and that a breach of these
covenants and agreements will result in irreparable harm and continuing damage
to SCN. As a result, MRS II and the Physician Owner acknowledge and agree that
since a remedy at law for any breach or attempted breach of the provisions of
this ARTICLE V shall be inadequate, SCN shall be entitled to specific
performance and injunctive or other equitable relief in case of any such breach
or attempted breach in addition to whatever other remedies may exist by law. All
Parties hereto also waive any requirement for the securing or posting of any
bond in connection with the obtaining of any such injunctive or other equitable
relief. If any provision of this Article V relating to the restrictive period,
scope of activity restricted and/or the territory described therein shall be
declared by a court of competent jurisdiction to exceed the maximum time period,
scope of activity restricted or geographical area such court deems reasonable
and enforceable under Applicable Law, the time period, scope of activity
restricted and/or area of restriction held reasonable and enforceable by the
court shall thereafter be the restrictive period, scope of activity restricted
and/or the territory applicable to the restrictive covenant provisions in this
ARTICLE V. The Parties hereby agree that in the event any provision, section, or
subsection of this ARTICLE V is adjudged by any court of competent jurisdiction
to be void or unenforceable, in whole or part, such court shall modify and
enforce any such provision, section or subsection to the extent that it believes
to be reasonable under the circumstances. MRS II and the Physician Owner(s)
acknowledge and agree that if MRS II and/or the Physician Owner breach the
covenants and agreements contained in SECTION 5.1 and SCN is unable for any
reason to obtain a restraining order from a court of competent jurisdiction
within thirty (30) days after application to enjoin the breach by MRS II and/or
the Physician Owner, it will be difficult to calculate the precise amount of
SCN's damages. As a result, the Parties have determined that, in the event of
such a breach, SCN's damages shall equal to (i) the average monthly Management
Services during the twelve (12) months prior to such breach, multiplied by (ii)
the number of months remaining in the term of this Agreement. In the event that
this Agreement has not been in effect for twelve (12) months prior to a breach
under this SECTION 5.2, the average monthly Management Service Fee shall be
determined for such shorter period.

         V.3. Modification of Covenants and Agreements. SCN shall have the
authority to release or reduce in whole or in part the terms of the restrictive
covenants and agreements, including but not limited to the mileage radius
limitations set forth above in this ARTICLE V.

         V.4. Rights of SCN. SCN shall at all times during the term of this
Agreement and thereafter have the right to enter into additional service
agreements with other physicians and practices regardless of where such
physicians and/or practices are located providing for management services and
facilities to such physicians and/or practices.

         V.5. Excluded Activities. The restrictive covenants contained in this
ARTICLE V shall not apply to or restrict Excluded Activities defined in SCHEDULE
5.5.



                                       7
<PAGE>   11

                                   ARTICLE VI

                             FINANCIAL ARRANGEMENTS


         [SEE EXHIBIT 6]

                                  ARTICLE VII.

                        INTELLECTUAL PROPERTY AND RECORDS

         VII.1. Ownership of SCN's Business Records and Systems. All business
records, information, software and systems of SCN relating to the provision of
its services under this Agreement shall remain the property of SCN and may be
removed by SCN from supporting MRS II upon any termination of this Agreement;
provided, however, that MRS II shall be entitled, upon reasonable written
request, to access such records and make copies or extracts thereof to the
extent necessary to prosecute or defend against any liabilities imposed on MRS
II by any governmental authority or other Party.

         VII.2. Maintenance of Records. Except as otherwise provided in this
Agreement, the Parties shall safeguard all records maintained by them pursuant
to this Agreement for a period of time specified by the Policy Board from the
date of the last activity recorded in such records and, prior to destruction of
any such records, shall give the other Party notice of such destruction and, if
the other Party so elects and applicable law so permits, shall deliver such
records to the other Party in lieu of destroying them. In particular, the
Parties agree, to the extent necessary to permit receipt of reimbursement for
services by MRS II, to make available to the Secretary of the United States
Department of Health and Human Services, the Comptroller General at the General
Accounting Office, or their authorized representatives, any books, documents and
records in their possession relating to the nature and extent of the costs of
services hereunder for a period of four (4) years after the provision of such
services. Each Party further agrees that, if it contracts with any third party
to provide services that are valued in excess of $10,000, it shall require such
contract party to comply with the requirements of the previous sentence. Nothing
in this SECTION 7.2 constitutes the waiver of any attorney-client privilege, and
neither Party shall be required hereunder to give the other Party documents if,
as a result, an existing attorney-client privilege would be waived.

         VII.3. Access to Records. Each Party shall at all reasonable times
during the term of this Agreement and thereafter permit the other Party to have
reasonable access at reasonable times to its documents, books and records
relating to this Agreement.

         VII.4. Patient Records. All patient records shall remain the property
of MRS II, provided that SCN shall have the right to analyze and obtain
information from such records to the extent necessary to perform the services
described in ARTICLE III and subject to Applicable Law. Upon termination of this
Agreement, MRS II shall retain such records, but SCN shall be entitled to retain
any information it has acquired from such records; provided, however, that SCN
shall take all action reasonably necessary to ensure the confidentiality of the
patient records in accordance with Applicable Law and shall indemnify MRS II and
any of its Physician Employees (who are deemed hereby to be third party
beneficiaries for this purpose) for breach of any applicable confidentiality
requirements.

                                  ARTICLE VIII.

                                    INDEMNITY

         VIII.1. Indemnification by MRS II and the Physician Owner. MRS II and
the Physician Owner, jointly and severally, shall indemnify, hold harmless and
defend SCN, its officers, directors and employees, from and against any direct,
out-of-pocket losses, damages, claims, costs and expenses (including reasonable
attorneys' fees), caused by or as a result of the performance of any negligent
acts or negligent omissions by MRS II and/or MRS II's Physician Owner, agents,
employees and/or subcontractors (other than SCN) during the term hereof or as a
result of a breach of the representations 


                                       8
<PAGE>   12

and warranties contained in ARTICLE X of this Agreement or the breach of any
covenant contained in ARTICLE XII of this Agreement.

         VIII.2. Indemnification by SCN. SCN shall indemnify, hold harmless and
defend MRS II, the Physician Owner, MRS II's officers, directors and employees,
from and against any direct, out-of-pocket losses, damages, claims, costs and
expenses (including reasonable attorneys' fees), caused by or as a result of the
performance of any negligent acts or negligent omissions by SCN and/or its
shareholders, agents, employees and/or subcontractors (other than MRS II and the
Physician Owner) during the term of this Agreement or as a result of a breach of
the representations or warranties set forth in ARTICLE XI of this Agreement.

         VIII.3. Escrow Pending Indemnification Determination. In the event that
either Party makes a claim for indemnification under this Agreement, then the
claiming Party shall have the right, to the extent it is owed indemnifications,
to pay amounts owed to the other Party under this Agreement into an escrow
account (established pursuant to an escrow agreement to be agreed upon by the
Parties) to be held by the escrow agent in an interest bearing account until a
determination by either (i) the Parties, (ii) a court of proper jurisdiction or
(iii) agreed upon panel of arbitrators, has been made regarding the claiming
Party's right to indemnification. In the event that the claiming Party is
entitled to indemnification, then such escrowed funds shall be paid to the
claiming Party in partial or complete satisfaction of such indemnification
obligation. In the event the escrowed funds are insufficient to satisfy the
indemnification obligation, the indemnifying Party shall nevertheless be
obligated to pay the indemnified Party the full amount of such indemnification
obligation. Any excess funds remaining in the escrow account after the payment
of the indemnification obligation or any funds held in the escrow account if it
is determined that no indemnification obligation is owed shall be paid to the
nonclaiming Party.

                                   ARTICLE IX

                        TERM, TERMINATION AND RETIREMENT

         IX.1. Term of Agreement. This Agreement shall be effective as of
January 1, 1999, and shall expire March 1, 2002 unless earlier terminated
pursuant to the terms hereof.

         IX.2. Extended Term. The term of this Agreement shall be extended for
additional terms only upon mutual written agreement of the Parties hereto, which
agreement shall be made not less than one hundred eighty (180) days prior to the
expiration of the then current term.

         IX.3. SCN Events of Default. SCN shall be in default under this
Agreement upon the occurrence of any of the following:

         IX.3.1. In the event of the filing of a petition in voluntary
bankruptcy or an assignment for the benefit of creditors by SCN, or upon other
action taken or suffered, voluntarily or involuntarily, under any federal or
state law for the benefit of debtors by SCN, except for the filing of a petition
in involuntary bankruptcy against SCN which is dismissed within thirty (30) days
thereafter.

         IX.3.2. In the event that SCN shall intentionally or in bad faith
violate Applicable Law resulting in a direct, continuing material adverse effect
on the operations, earnings and cash flow of MRS II.

         IX.4. MRS II Events of Default. MRS II shall be in default under this
Agreement upon the occurrence of any of the following:

         IX.4.1. In the event of the filing of a petition in voluntary
bankruptcy or an assignment for the benefit of creditors by MRS II, or upon
other action taken or suffered, voluntarily or involuntarily, under any federal
or state law for the benefit of debtors by MRS II, except for the filing of a
petition in involuntary bankruptcy against MRS II which is dismissed within
thirty (30) days thereafter.



                                       9
<PAGE>   13

         IX.4.2. In the event MRS II's Medicare or Medicaid Number shall be
terminated or suspended as a result of the action or inaction of MRS II or a
Physician Employee, and such termination or suspension shall continue for thirty
(30) days, unless MRS II shall at that time be acting in good faith (and shall
provide reasonable evidence of the action being taken) to reverse such
termination or suspension; provided, however, that in no event may such
termination or suspension continue for more than ninety (90) days.

         IX.4.3. In the event MRS II fails to pay (i) the Management Services
Fee provided for hereunder or (ii) any expenses incurred by SCN on behalf of MRS
II when due, and such failure is not cured within thirty (30) days of written
notice from SCN to MRS II.

         IX.5. MRS II's Remedies. Notwithstanding any other provision in this
Agreement, in the event SCN is in default under this Agreement, SCN shall
compensate MRS II for any actual damages suffered by MRS II as a result of such
default; provided, however, that such damages shall not include speculative
damages or other damages other than actual damages suffered by MRS II as a
result of such default.

         IX.6. SCN's Remedies. In the event MRS II is in default under this
Agreement, MRS II shall pay SCN, as liquidated damages, an amount equal to (i)
the average monthly Management Services during the twelve (12) months
immediately prior to such default, multiplied by (ii) the number of months
remaining in the term of this Agreement. In the event that this Agreement has
not been in effect for twelve (12) months prior to MRS II's default, the average
monthly Management Service Fee shall be determined for such shorter period.

                                    ARTICLE X

          REPRESENTATIONS AND WARRANTIES OF MRS II AND PHYSICIAN OWNER

         MRS II and Physician Owner jointly and severally represent, warrant,
covenant and agree with SCN that:

         X.1. Validity. MRS II is a Florida professional service corporation.
MRS II has the full power and authority to own MRS II's property, to carry on
MRS II's business as presently being conducted, to enter into this Agreement,
and to consummate the transactions contemplated hereby. The Physician Owner is
an adult citizen and resident of the State of Florida. The Physician Owner has
the full power and authority to own his or her property, to practice medicine in
the state(s) where the Practice Offices are located and where he or she is
presently practicing medicine, to carry on his or her business as presently
being conducted, to enter into this Agreement, and to consummate the
transactions contemplated hereby.

         X.2. Authority. The execution of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by all necessary
action, and this Agreement is a valid and binding Agreement of MRS II and the
Physician Owner, enforceable in accordance with its terms. MRS II and the
Physician Owner have obtained all third-party consents necessary to enter into
and consummate the transactions contemplated by this Agreement. Neither the
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby, nor compliance by MRS II or the Physician Owner with any of
the provisions hereof, will (a) violate or conflict with, or result in a breach
of any provision of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under any license, agreement
or other instrument or obligation to which either MRS II or the Physician Owner
is a Party, except for such defaults which in the aggregate do not result in a
material adverse effect on the business of MRS II or the Physician Owners (taken
as a whole) or (b) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to either MRS II or the Physician Owner.




                                       10
<PAGE>   14

                                   ARTICLE XI

                      REPRESENTATIONS AND WARRANTIES OF SCN

         SCN represents, warrants, covenants and agrees with MRS II as follows:

         XI.1. Organization. SCN is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. SCN has
the full power to own its property, to carry on its business as presently
conducted, to enter into this Agreement and to consummate the transactions
contemplated hereby.

         XI.2. Authority. SCN has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, as well as the
consummation of the transactions contemplated hereby. The execution and delivery
of this Agreement do not, and the consummation of the transactions contemplated
hereby will not, violate any provisions of the charter or the bylaws of SCN or
any indenture, mortgage, deed of trust, lien, lease, agreement, arrangement,
contract, instrument, license, order, judgment or decree or result in the
acceleration of any obligation thereunder to which SCN is a Party or by which it
is bound.

         XI.3. Absence of Litigation. No action or proceeding by or before any
court or other Governmental Authority has been instituted or is, to the best of
SCN's knowledge, threatened with respect to the transactions contemplated by
this Agreement.

         11.4. Transactions with Affiliates. SCN shall not enter into any
transaction or series of transactions, whether or not related or in the ordinary
course of business, with any affiliate of MRS II or SCN, other than on terms and
conditions substantially as favorable to SCN as would be obtainable by SCN at
the time in a comparable arms-length transaction with a person not an Affiliate.

                                  ARTICLE XII.

                     COVENANTS OF MRS II AND PHYSICIAN OWNER

         MRS II and the Physician Owner covenant and agree with SCN that:

         XII.1. Merger, Consolidation and Other Arrangements. In the event that
MRS II incorporates with, merges into, liquidates, dissolves or is sold to
another person or entity, then SCN will be entitled to retain the Management
Services Fee and will no longer be obligated to provide any management services
under this Agreement, however, if MRS II adds any physician partner or partners
this will not affect the rights of the Parties under this Agreement.

         XII.2. Necessary Authorizations/Assignment of Licenses and Permits. MRS
II and the Physician Owner shall maintain all licenses, permits, certifications,
or other Necessary Authorizations (the absence of which would have a material
adverse effect on MRS II) and shall not assign or transfer any interest in any
license, permit, certificate or other Necessary Authorization granted to it by
any Governmental Authority (the absence of which would have a material adverse
effect on MRS II).

         XII.3. Transaction with Affiliates. Neither MRS II nor the Physician
Owner shall enter into any transaction or series of transactions, whether or not
related or in the ordinary course of business, with any affiliate of MRS II or
SCN, other than on terms and conditions substantially as favorable to MRS II or
the Physician Owner, as would be obtainable by MRS II or the Physician Owner at
the time in a comparable arms-length transaction with a person not an Affiliate.

         12.4. Compliance with All Laws. MRS II and the Physician Owner shall
comply in all material respects with any Applicable Law relating to MRS II's
practice and the operation of any facility.

         12.5. Third-Party Payor Programs. MRS II shall maintain MRS II's
material compliance with the requirements of all Third-Party Payor Programs in
which MRS II will be participating or authorized to participate.



                                       11
<PAGE>   15

         12.6. Change in Business or Credit and Collection Policy. MRS II shall
not make any changes in the character of MRS II's business or in the credit and
collection policy, which change would, in either case, impair the collectibility
of any of the accounts receivable of MRS II, and, thus, reduce the Professional
Services Revenues of MRS II.

                                  ARTICLE XIII.

                               GENERAL PROVISIONS

         XIII.1. Assignment. SCN shall have the right to assign its rights
hereunder to any person, firm or corporation under common control with SCN and
to any lending institution from which SCN obtains financing, including but not
limited to the restrictive covenant included in ARTICLE V , for security
purposes or as collateral. MRS II agrees to, and acknowledges, SCN's right to
assign SCN's rights under this Agreement to any Lender and further agrees that
upon receipt of written notice from such Lender, MRS II shall pay to Lender or
cause to be paid to Lender all amounts which are otherwise payable to SCN
pursuant to the terms of this Agreement, including without limitation all
Management Service Fees, until such amounts are delivered to Lender, hold
payments in trust for Lender. Except as set forth above, neither SCN nor MRS II
shall have the right to assign their respective rights and obligations hereunder
without the written consent of the other Party. Without limiting the foregoing,
MRS II acknowledges that, as collateral for certain obligations, SCN has
assigned all of its rights hereunder to NationsBank of Tennessee, N.A. as Agent
(the "Agent") for itself and other banks and institutional lenders from time to
time (collectively the "Banks"). As an inducement for the Banks to extend or
continue the extension of credit to SCN, MRS II (i) acknowledges that the
collateral assignment to the Agent covers all rights of SCN hereunder,
including, but not limited to, rights arising from warranties and
representations made by MRS II, rights to enforce covenants made by MRS II, and
rights to receive all payments due SCN; (ii) agrees to regard the Agent as the
owner of any or all of the assigned rights upon written notice to MRS II of this
election from the Agent; (iii) agrees that neither the Agent nor any of the
Banks has any obligation for the performance of the duties of SCN hereunder, and
shall not assume any such duty by the exercise of rights as a secured lender;
(iv) agrees to give the Agent written notice of any material default hereunder
on SCN's part at the address of 1 NationsBank Plaza, Nashville, Tennessee 37239,
Attn: Walker Choppin, and to allow at least thirty (30) days thereafter for the
cure of such default before MRS II terminates this Agreement; (v) agrees that
the rights of MRS II under this Agreement are and shall be junior to any
security interest that the Agent and the Banks, their successors or assigns may
have at any time; (vi) agrees that the benefits of the above undertakings in
favor of the Agent and Banks shall further extend to all successors and assigns
of the Agent and Banks, provided that any notices given by MRS II under this
Section shall be given to the Agent at the foregoing address unless MRS II has
received written notice of a change thereof; and (vii) agrees that this SECTION
13.1 may not be modified, and no provision of this SECTION 13.1 may be waived,
absent the written approval of the Agent.

         XIII.2. Whole Agreement; Modification. This Agreement supersedes all
prior agreements between the Parties and there are no other agreements or
understandings, written or oral, between the Parties regarding this Agreement,
the Exhibits and the Schedules, other than as set forth herein. This Agreement
shall not be modified or amended except by a written document executed by both
Parties to this Agreement.

         XIII.3. Notices. All notices required or permitted by this Agreement
shall be in writing and shall be deemed to have been given (i) when received if
given in person, (ii) on the date of acknowledgment of receipt if sent by telex,
facsimile or other wire transmission, (iii) one business day after being sent by
overnight delivery service, or (iv) three days after being deposited in the
United States mail, certified or registered mail, postage prepaid, addressed as
follows:

       To SCN:              Specialty Care Network, Inc.
                                     44 Union Boulevard, Suite 600
                                     Lakewood, Colorado  80228
                                     Attention:  Kerry Hicks



                                       12
<PAGE>   16

       With a copy to:               Baker, Donelson, Bearman & Caldwell, P.C.
                                     700 North State Street, Suite 500
                                     Jackson, Mississippi 39225
                                     Attention: William S. Painter, Esq.

       To MRS II:                    Medical Rehabilitation Specialists II, P.A.
                                     3050 O'Brien Drive
                                     Tallahassee, Florida 32308
                                     Attention: Kirk J. Mauro,
                                     M.D.

       With a copy to:               Jones, Gregg, Creehan & Gerace
                                     3000 Grant Building
                                     300 Grant Street
                                     Pittsburgh, Pennsylvania 15219-2303
                                     Attention: Gregory L. Klink, Esq.

or to such other address as either Party shall notify the other. In the event
that either Party gives notice of an event of default under this Agreement, as
described under ARTICLE XI of this Agreement, then the Party giving such notice
must state in specific detail the factual circumstance causing the event of
default or justifying a determination of an event of default. In addition
thereto, any notice of default shall include a written description of the
actions necessary, in the opinion of the Party giving notice, to cure the
default.

         XIII.4. Binding on Successors. Subject to SECTION 13.1, this Agreement
shall be binding upon the Parties hereto, and their successors, assigns, heirs
and beneficiaries.

         XIII.5. Waiver of Provisions. Any waiver of any terms and conditions
hereof must be in writing, and signed by the Parties hereto. The waiver of any
of the terms and conditions of this Agreement shall not be construed as a waiver
of any other terms and conditions hereof.

         XIII.6. Governing Law; Venue. The validity, interpretation and
performance of this Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado. Each of the Parties submits to the
jurisdiction of any state or federal court sitting in Denver, Colorado, in any
action or proceeding for injunctive relief arising out of this Agreement. Except
as set forth in SECTION 13.13 below, each Party also agrees not to bring any
action or proceeding arising out of or relating to this Agreement in any other
court. Each of the Parties waives any defense of inconvenient forum to the
maintenance of any action or proceeding so brought and waives any bond, surety,
or other security that might be required of any other Party with respect
thereto.

         XIII.7. No Practice of Medicine. The Parties acknowledge that SCN is
not authorized or qualified to engage in any activity which may be construed or
deemed to constitute the practice of medicine. To the extent any act or service
required of SCN in this Agreement should be construed or deemed by any
Governmental Authority or court to constitute the practice of medicine, the
performance of said act or service by SCN shall be deemed waived and
unenforceable to the minimum extent required to comply with Applicable Law.

         XIII.8. Severability. The provisions of this Agreement shall be deemed
severable and if any portion shall be held invalid, illegal or unenforceable for
any reason, the remainder of this Agreement shall be effective and binding upon
the Parties.

         XIII.9. Additional Documents. Each of the Parties hereto agrees to
execute any document or documents that may be requested from time to time by any
other Party to implement or complete such Party's obligations pursuant to this
Agreement.



                                       13
<PAGE>   17

         XIII.10. Attorneys' Fees. If legal action is commenced by any Party to
enforce or defend its rights under this Agreement, the prevailing Party in such
action shall be entitled to recover its costs and attorneys' fees in addition to
any other relief granted.

         XIII.11. Time is of the Essence. Time is hereby expressly declared to
be of the essence in this Agreement.

         XIII.12. Confidentiality. No Party hereto shall disseminate or release
to any third party any information regarding any provision of this Agreement, or
any financial information regarding the other (past, present or future) that was
obtained by the other in the course of the negotiations of this Agreement or in
the course of the performance of this Agreement, including, but not limited to,
any information relating to the internal operations of MRS II, MRS II fees or
the terms of any of the managed care contracts, without the other Party's
approval; provided, however, the foregoing shall not apply to information which
(i) is generally available to the public other than as a result of a breach of
confidentiality provisions; (ii) becomes available on a non-confidential basis
from a source other than the other Party or its affiliates or agents, which
source was not itself bound by a confidentiality agreement; (iii) which is
required to be disclosed by law or pursuant to a validly issued subpoena or to a
court order (SCN shall provide MRS II with copies of any information regarding
MRS II provided by SCN to any third party); or (iv) except for disclosure to its
bank, underwriters or lenders, or its advisors to the extent required under this
Agreement or as required in connection with reports or filings with the
Securities and Exchange Commission or State Departments of Securities.

         XIII.13. Contract Modifications for Prospective Legal Events. In the
event any applicable federal, state or local law or any regulation, order or
policy issued under any such law is changed (or any judicial or administrative
interpretation thereof is developed or changed) in a way which could reasonably
be expected to have a material adverse effect on the practical realization of
the benefits anticipated by one or more Parties to this agreement, the adversely
affected Party or Parties shall notify the other Party or Parties in writing of
such change and the effect of the change. The Parties shall enter into good
faith negotiations to modify this Agreement to compensate for such change. If an
agreement on a method for modifying this Agreement is not reached within thirty
(30) days of such written notice, the matter shall be submitted to a single
arbitrator for arbitration in Washington, D.C. pursuant to the rules and
procedures of the American Health Lawyers Association Alternative Dispute
Resolution Service Rules of Procedure for Arbitration. The arbitrator shall (i)
structure an amendment to this Agreement which will leave the Parties as nearly
as possible in the same economic positions in which they would have been under
the original terms of this Agreement, had the change in the law, regulation,
order or policy (or change or development of the judicial or administrative
interpretation thereof) not occurred; or (ii) if the arbitrator determines that
the change is so fundamental that revision and continuation of this Agreement is
not feasible, structure a termination of this Agreement that will return the
Parties as nearly as possible to the economic positions in which they would have
been had they not entered into this Agreement, without altering in a material
way the economic obligations or benefits derived from the payment or receipt of
Service Fees realized during the period this Agreement was in effect.

         XIII.14. Remedies Cumulative. Except as limited under SECTION 8.1,
SECTION 8.2, and SECTION 9.5, no remedy set forth in this Agreement or otherwise
conferred upon or reserved to any Party shall be considered exclusive of any
other remedy available to any Party, but the same shall be distinct, separate
and cumulative and may be exercised from time to time as often as occasion may
arise or as may be deemed expedient.

         XIII.15. Language Construction. The Parties have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement.

         XIII.16. No Obligation to Third Parties. Except as provided in SECTION
13.1, none of the obligations and duties of SCN or MRS II under this Agreement
shall in any way or in any manner be deemed to create any obligation of SCN or
of MRS II to, or any rights in, any person or entity not a Party to this
Agreement.

                                       14
<PAGE>   18

         XIII.17. Communications. MRS II and SCN agree that good communication
between the Parties is essential to the successful performance of this
Agreement, and each pledges to communicate fully and clearly with the other on
matters relating to the successful operation of MRS II's practice at the
Practice Offices.




                                       15
<PAGE>   19



         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first written above.

                                    SCN:

                                    SPECIALTY CARE NETWORK, INC.


                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------


                                    MRS II:

                                    MEDICAL REHABILITATION SPECIALISTS II, P.A.


                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------


                                    PHYSICIAN OWNER:


                                    --------------------------------------------
                                    KIRK J. MAURO, M.D.





                                       16
<PAGE>   20





                                  SCHEDULE 5.5

                                 EXCLUDED ASSETS


                                  See attached.



                                     5.5-1
<PAGE>   21



                                    EXHIBIT 6

                                FINANCIAL MATTERS


         6.1. Management Services Fee. On the Closing Date, MRS II, or the
Physician Owner (as the case may be) shall pay to SCN a Management Services Fee
(the "Management Services Fee") equal to Three Hundred Ninety-Three Thousand Two
Hundred Twenty-Nine and No/100 Dollars ($393,229.00) as a portion of the MRS II
Note for management services to be rendered by SCN on behalf of MRS II and the
Physician Owner.

         6.2. Payment of Management Services Fee. The Physician Owner
acknowledges and agrees that he is a Party, individually, to this Agreement and
that if MRS II fails to pay the Management Services Fee herein described, SCN
shall have the right to collect said Management Services Fee from the Physician
Owner. In the event that any Management Services Fees are owed by MRS II but
unpaid because of a breach of this Agreement the Physician Owner, SCN agrees to
look to the breaching Physician Owner, after exhausting its remedies against MRS
II.

         6.3. Physician Owner Change in Practice/Group Affiliation. In the event
that a Physician Owner leaves the employment of or terminates his or her
affiliation with MRS II, then the terminating Physician Owner may join or
establish another group/practice which has or will enter into a Management
Services Agreement with SCN upon such terminating Physician Owner's affiliation
with such new group/practice. In the event that (i) MRS II consents to SCN
entering into the new Management Services Agreement, (ii) entering into the new
Management Services Agreement will not adversely affect the operations and
earnings of SCN, and (iii) the new group/practice can satisfy the
representations and warranties set forth in ARTICLE X of this Agreement, then
SCN will not unreasonably withhold or refrain from entering into a new
Management Services Agreement with the terminating Physician Owner's new
group/practice. Except as set forth herein, in the event that the Physician
Owner affiliates with a new group/practice that is not a Party to a Management
Services Agreement with SCN, then SCN, at its option, may terminate this
Agreement solely with respect to the terminating Physician Owner. In the event
that SCN does not enter into a new Management Services Agreement, then SCN shall
terminate this Agreement with respect to such Physician Owner, and the
terminating Physician Owner shall be obligated as described in SECTION 6.2.2.

         6.4. Death or Disability. In the event that the Physician Owner dies or
becomes Disabled, then the Physician Owner shall have no continuing obligations
under this Agreement.



                                      6-1