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                                                                  EXHIBIT (10)-2
                                      January 19, 1998
Mr. Richard M. Scrushy
Chairman and Chief Executive Officer
HEALTHSOUTH Corporation
One HealthSouth Parkway
Birmingham, AL 35243
 
Dear Richard:
 
     In acknowledgment of your decision to accept the position as Chairman and
Acting Chief Executive Officer of MedPartners, Inc. ("Company"), and as
compensation for the responsibilities and duties that you will perform in such
positions (the details of which are fully set forth in Exhibit A attached
hereto), on January 19, 1998, the Compensation Committee of the Board of
Directors of the Company granted you an option to purchase four million shares
of the Company's Common Stock, par value $.001 per share ("Option"). The terms
of the Option are fully set forth in the Nonqualified Stock Option Agreement
attached hereto.
 
     As set forth in Exhibit A hereto, it is understood that you will serve the
Company as Chairman and Acting Chief Executive Officer for an initial term of
six months, during which time it is anticipated that you will develop and begin
the execution of a strategy for revitalizing the Company. During this term, and
for the remainder of the 1998 calendar year, as required, you will serve the
Company as Acting Chief Executive Officer while the Company, under your
guidance, searches for a permanent chief executive officer who is capable of
implementing your business strategy. Following the appointment of a permanent
chief executive officer, it is expected that you will remain the Chairman of the
Company and that you will continue to devote a significant portion of your time
and energies overseeing the business affairs of the Company and the successful
implementation of the strategic plan and be available for consultation. While
serving as Acting Chief Executive Officer, you will be paid a base salary in
cash at an annual rate of $500,000.
 
     It is our belief that your appointment as Chairman and Acting Chief
Executive Officer is a turning point for the Company.
 
                                      Very truly yours,
 
                                      Charles W. Newhall III
                                      Chairman, Compensation Committee
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                                                                       EXHIBIT A
 
                                EMPLOYMENT TERMS
 
Title:.....................Chairman and Acting Chief Executive Officer.

                     
Term:..................... Initial 6 month term as Chairman and Acting Chief
                             Executive Officer to develop and execute turnaround
                             strategy. A continuing term through the remainder 
                             of1998 as Chairman and Acting Chief Executive
                             Officer while leading search efforts to find a 
                             permanent chief executive officer capable of
                             implementing the strategy. To remain as active
                             Chairman devoting significant time and energies
                             to overseeing the affairs of the Company and to 
                             help ensure the successful implementation of the
                             Company's strategic plan following the 
                             appointment of a permanent chief executive officer.


Responsibilities as Acting 
Chief Executive Officer:.. To exercise operational and management control over
                             the day-to-day affairs of the Company, subject to
                             the oversight of the executive committee and the
                             board of directors.

                           To restore investor confidence and the confidence of
                             key physicians/employees.

                           To develop a short-term management plan to address 
                             the immediate operating challenges facing the 
                             Company.

                           To develop a long-term strategic plan to restore
                             long-term profitability and growth potential.

                           To report regularly to the board with respect to the
                             progress on all such fronts.

                           To help the board implement the strategies developed
                             above and to find a full-time CEO capable of
                             assuming day-to-day operational control and
                             effectively implementing such strategy.


Responsibilities as        
Chairman:................. To monitor the operations and financial results of
                             the Company and to help ensure that the Company
                             remains on track once a turnaround strategy has 
                             been implemented.

                           To report to the full board as to the progress of the
                             Company and its management team in meeting the
                             targets which are established under the strategic
                             plan.

                           To help identify any weaknesses in management systems
                             and controls or in the Company's operating
                             strategies on an ongoing basis and to design plans
                             to correct such weaknesses.

                           To set the broad strategic direction and vision for
                             the Company.

                           
Compensation:............. $500,000 annual cash salary, payable semi-monthly,
                             during the term as Acting Chief Executive Officer.
                             No cash compensation while serving as Chairman
                             (other than normal director fees).

                           No pension or other benefits other than normal 
                             expense reimbursement.

                           The grant of an option to purchase four million 
                             shares of the Company's Common Stock at an
                             exercise price of $9 per share, subject to the
                             terms and conditions set forth in the attached
                             Nonqualified Stock Option Agreement.
                             
 
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