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                                                                   EXHIBIT 10.2
                                 FIRST AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT




    THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and
entered into as of August 6, 1998 by and between MedPartners, Inc., a Delaware
corporation ("MedPartners") and E. Mac Crawford ("Executive"). Capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed to
them in that certain Employment Agreement by and between MedPartners and
Executive dated March 18, 1998 (the "Employment Agreement").

    WHEREAS, MedPartners and Executive entered in the Employment Agreement
whereby Executive agreed to serve as President and Chief Executive Officer of
MedPartners;

    WHEREAS, pursuant to Section 5(d) of the Employment Agreement, MedPartners
granted on March 18, 1998 to Executive an option (the "Option") to purchase
3,250,000 shares of MedPartners, Inc. common stock, $.001 par value (the "Common
Stock") as a material inducement to Executive's entering into the Employment
Agreement; and

    WHEREAS, MedPartners and Executive desire to amend certain provisions of the
Employment Agreement so as to reprice the exercise price of the Option to the
closing price of the Common Stock on the New York Stock Exchange on August 7,
1998.

    NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual
covenants and agreements contained in this Amendment, the parties agree as
follows:

    1. Amendment to Section 5. The last five sentences of Section 5(d) of the
Employment Agreement shall be deleted in their entirety. The following shall be
added to Section 5(d) of the Employment Agreement in lieu thereof:

                    MedPartners and Executive agree to reprice the exercise
                    price of the Option granted pursuant to this Section 5(d) so
                    that the exercise price per share of the Option shall be the
                    Fair Market Value of the Common Stock on August 7, 1998. The
                    Option shall vest based on the continued employment of the
                    Executive in increments of 1,250,000 shares on the date of
                    grant and 1,000,000 shares on each of March 18, 1999 and
                    March 18, 2000. The Option shall be subject to the terms and
                    conditions of a stock option agreement by and between the
                    parties hereto substantially in the form of Exhibit A,
                    attached hereto and incorporated herein by reference (the
                    "Stock Option Agreement"). Upon a Change in Control, as
                    defined in Section 8(b) hereof, the Option will become 100%
                    vested and exercisable. As used herein, the term "Fair
                    Market Value" shall mean the closing sale price of a share
                    of Common Stock as reported on the National Association of
                    Securities Dealer's New York Stock Exchange Composite
                    Reporting Tape.

    2. Addition of Exhibit A. Exhibit A attached to this Amendment shall be the
Exhibit A referred to in Section 5(d) of the Employment Agreement, as amended by
Section 1 of this Amendment, and such Exhibit shall be incorporated by reference
into the Employment Agreement as if attached thereto.

    3. No Other Amendment. Except as expressly modified by this Amendment, all
other terms and conditions of the Employment Agreement shall not be modified or
amended and shall remain in full force and effect.

    4.     Miscellaneous.

           (a) Entire Agreement. This Amendment, together with the Employment
Agreement and the Stock Option Agreement, contains the entire agreement of the
parties relating to the subject matter hereof and thereof, and it replaces and
supersedes any prior agreements between the parties relating to said subject
matter.



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           (b) Waiver and Amendment. No provision of this Amendment may be
waived except by a written agreement signed by the waiving party. The waiver of
any term or of any condition of this Amendment shall not be deemed to constitute
the waiver of any other term or condition. This Amendment may be amended only by
a written agreement signed by each of the parties hereto.

           (c) Captions. Captions have been inserted solely for the convenience
of reference and in no way define, limit or describe the scope or substance of
any provisions of this Amendment.

           (d) Severability. If this Amendment shall for any reason be or become
unenforceable by any party, this Amendment shall thereupon terminate and become
unenforceable by the other party as well. In all other respects, if any
provision of this Amendment is held invalid or unenforceable, the remainder of
this Amendment shall nevertheless remain in full force and effect and, if any
provision is held invalid or unenforceable with respect to particular
circumstances, it shall nevertheless remain in full force and effect in all
other circumstances.

           (e) Governing Law. This Amendment shall be governed by the laws of
the State of Alabama.

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

Attest:                                                   MEDPARTNERS, INC.


By: __________________________                     By:_________________________
Name: ________________________                        Richard M. Scrushy
Title: _______________________                        Chairman of the Board



                                                      _________________________
                                                      E. Mac Crawford