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                                                                   Exhibit 10.12

                        AMENDMENT TO EMPLOYMENT AGREEMENT


                  AMENDMENT (this "Amendment"), dated as of March 25, 1998, to
the Employment Agreement dated as of October 1, 1996 (the "Employment Agree-
ment"), by and between FPA Medical Management, Inc., a Delaware corporation (the
"Company"), and Sol Lizerbram ("Employee").

                  WHEREAS, the Company and Employee have previously entered
into the Employment Agreement;

                  WHEREAS, it is mutually in the best interests of the Company
and Employee to modify and amend the Employment Agreement in the manner stated
herein.

                  NOW, THEREFORE, in order to effect the foregoing, in consider-
ation of the premises and the respective covenants and agreements of the parties
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows (capitalized terms used but not defined herein having the
meanings ascribed to such terms in the Employment Agreement):

                  1.     Compensation and Other Benefits

                  Sections 3(a) and (b) of the Employment Agreement are hereby
amended to read in their entirety as follows:

                  "(a) Base Salary. As compensation for his employment under the
Agreement from March 25, 1998 until March 25, 1999, the Company shall pay to
Employee an aggregate amount equal to $1,112,500, payable in equal biweekly
installments.

                  (b)  Intentionally blank.

                  2.     Special Termination Rights.

                  Notwithstanding the provisions of Section 4 of the Employment
Agreement, effective as of the date hereof and continuing during the period
ending on March 31, 1999, in the event Employee's employment is terminated for
any
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reason (including for Cause) by the Company or Employee, the following
provisions shall apply:

                (a)     Effective as of the date of Employee's termination of
                        employment (the "Employment Termination Date"),
                        Employee hereby resigns his position as Chairman of the
                        Company and as a director of the Company and shall
                        resign as an officer and director, as applicable, of
                        each of the Company's direct or indirect subsidiaries
                        and affiliated professional corporations. Except as
                        provided in paragraph (d) below, effective as of the
                        Employment Termination Date, the Employment Agreement
                        shall be terminated and the Company and Employee shall
                        have no further rights or obligations under the
                        Employment Agreement, provided that in the event
                        Employee is terminated by the Company prior to March 25,
                        1999, the Company shall, in addition to the amounts
                        payable pursuant to paragraph (b) below, make a lump sum
                        payment to Employee equal to $1,112,500 minus the
                        aggregate amount of payments made to Employee after the
                        date hereof pursuant to Section 3(a) of the Employment
                        Agreement (as amended by Section 1(a) above) (the "Base
                        Salary Pay ment"). Employee shall execute and deliver
                        such further instruments and do such further acts as
                        may be reasonably necessary to effect the resignation of
                        his positions pursuant to this Section 2.

                (b)     So long as Employee has executed and delivered and not
                        revoked the Release (as defined below), Employee's
                        termination shall be deemed to be a termination for
                        other than Cause and Employee shall be entitled to
                        receive the Severance Benefits consistent with the terms
                        of Section 4(a)(ii) of the Employment Agreement
                        (including without limitation the acceleration of the
                        vesting of all Employee's stock options pursuant to
                        Section 4(a)(ii)(B)).

                (c)     The Company and Employee acknowledge and agree that the
                        aggregate amount to be paid to Employee in equal
                        payments over the 36 month period pursuant to Section
                        4(a)(ii)(A) of the Employment Agreement shall be
                        $3,337,500. The Company and Employee acknowledge and
                        agree that the benefit due to


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                        Employee pursuant to Section 4(a)(ii)(B) relating to
                        Section 3(c)(v) of the Employment Agreement shall be
                        paid in equal monthly payments.

                (d)     Notwithstanding paragraph (a) above and other provisions
                        of this Amendment, except as modified herein, the
                        provisions of Sections 4(a), 4(d), 4(e), 4(f), 4(g),
                        4(h), 4(i), 4(j), 5 and 6 of the Employment Agreement
                        shall survive the termination of the Employment
                        Agreement (the "Surviving Provisions").

                (e)     Employee and the Company agree to execute and deliver to
                        each other a release, substantially in the form attached
                        as Exhibit A hereto (the "Release"), within two (2) days
                        of the Employment Termination Date.

                (f)     If a Change of Control occurs within six (6) months
                        after the Employment Termination Date, Employee shall be
                        entitled to receive, in lieu of the payments and
                        benefits described in paragraphs (b) and (c) above, the
                        Severance Package consistent with the terms of Section
                        4(a)(iii) of the Employment Agreement and shall have the
                        right to receive the Gross-Up Payments described in
                        Section 4(a)(iii)(E). Employee and the Company
                        acknowledge and agree that the amount payable to
                        Employee as part of the Severance Package shall be
                        determined utilizing the amounts set forth in paragraph
                        (c) above.

                (g)     Employee shall be entitled to exercise all of his
                        employee stock options during the eight months following
                        the Employment Termination Date during which Employee
                        serves as a consultant to the Company pursuant to
                        Section 3 below and for one (1) month thereafter,
                        consistent with the terms of the Company's stock option
                        plans.

                (h)     So long as Employee has executed and delivered and not
                        revoked the Release, the Company shall retain Employee
                        as a consultant pursuant to Section 3 below for a period
                        of eight (8) months following the Employment Termination
                        Date. Employee shall be entitled to receive, as payment
                        for the consulting services provided pursuant to Section
                        3 below and the execution


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                        and delivery of the Release, a cash lump sum, in an
                        amount equal to $1,000,000 (the "Consulting Payment").

                (i)     The Consulting Payment and the Base Salary Payment, if
                        any, shall be made by wire transfer in the name of Sol
                        Lizerbram to the account designated by Employee in
                        writing to the Company no later then ten (10) days
                        following the Employment Termination Date, provided
                        that Employee has delivered the Release within two (2)
                        days of the Employment Termination Date and has not
                        exercised his right to revoke the Release pursuant to
                        Section 2 thereof. Employee acknowledges and agrees
                        that, in the event that he revokes the Release pursuant
                        to Section 2 thereof, he shall have no rights pursuant
                        to this Amendment (including, the receipt of the
                        Consulting Payment and the Base Salary Payment).

                  3.     Retention as a Consultant.

                  (a) If Employee's employment is terminated on or before March
31, 1999, the Company agrees to retain Employee as a consultant to the Company
for a period of eight (8) months (the "Consulting Period") following the
Employment Termination Date.

                  (b) During the Consulting Period, in consideration of the
payments to be made to Employee pursuant to Section 2 above and the mutual
covenants contained herein, Employee shall render such consulting services to
the Company and its affiliates as Employee and the Company agree upon from time
to time that are reasonably related to the transition of duties from Employee to
his successor; it being understood, however, that, subject to Section 4 below,
the obligation of Employee to render such services shall not preclude his
undertaking full-time employment for another employer.

                  (c) Employee shall perform his duties hereunder at such
locations as are acceptable to him and the Company and consistent with the
nature of the services or by telephone consultation.

                  4.     Non-Competition.

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                  In consideration of the payments to be made to Employee
pursuant to Section 2 above and the mutual covenants contained herein, Employee
agrees not to compete with the Company pursuant to the terms set forth in
Section 4(e) of the Employment Agreement; provided that the "Non-Competition
Period" set forth in Section 4(e) of the Employment Agreement for purposes of
this Agreement shall begin on the Employment Termination Date and continue for a
period of eighteen (18) months thereafter.

                  5.     Nondisparagement and Litigation Support.

                  (a) Neither the Company nor Employee will make any derogatory
or negative statements about the other party that may adversely affect the
current or potential business relationships of the other. The Company agrees
that Employee will have the right to reasonably approve the content of any press
release containing specific reference to Employee.

                  (b) Employee agrees to make himself and his records available
to the Company for consultation, testimony and related matters in connection
with any claim, action, proceeding or investigation instituted by or against the
Company before any court or governmental authority, in any manner as may be
reasonably requested by the Company.

                  6.     Successor; Binding Agreement.

                  (a) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company and each entity
that, directly or indirectly, becomes a parent corporation of the Company, by
agreement in form and substance satisfactory to Employee, to expressly assume
and agree to perform this Amendment in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place.



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                  (b) This Amendment and all rights of Employee hereunder shall
inure to the benefit of and be enforceable by Employee's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If Employee should die while any amounts would still be
payable or benefits would still be provided to him and/or his family hereunder
if he had continued to live, all such amounts and benefits, unless otherwise
provided herein, shall be paid or provided in accordance with the terms of this
Amendment to Employee's devisees, legatees, or other designees or, if there be
no such designee, to Employee's estate.

                  7.     Withholding.

                  All amounts payable hereunder shall be subject to such
withholding taxes as may be required by law.

                  8.     Counterparts.

                  This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together will
constitute one and the same instrument.

                  9.     No Further Amendment.

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                  Except as otherwise modified or amended herein, all terms and
conditions of the Employment Agreement shall remain in full force and effect.

                  IN WITNESS WHEREOF, the Company and Employee have caused this
Amendment to be executed as of the day and year first above written.

                                     FPA MEDICAL MANAGEMENT, INC.

                                     /s/ STEPHEN DRESNICK
                                     -----------------------------------------
                                     By:  Stephen Dresnick
                                     Its: President and Chief Executive Officer


                                     SOL LIZERBRAM

                                     /s/ SOL LIZERBRAM
                                     -----------------------------------------



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                                    EXHIBIT A

                                 FORM OF RELEASE

                  RELEASE (this "Release"), dated as of ________ __, 199_, among
FPA Medical Management, Inc., a Delaware corporation (the "Company") and Sol
Lizerbram ("Lizerbram").

                  WHEREAS, the Company and Lizerbram have previously entered
into that certain Employment Agreement, dated as of October 1, 1996 (the
"Employment Agreement"), as amended pursuant to that certain Amendment to the
Employment Agreement (the "Amendment"), dated as of March 25, 1998; and

                  WHEREAS, pursuant to the Amendment, the Company and Lizerbram
agreed, upon the occurrence of certain circumstances, to enter into this
Release.

                  NOW, THEREFORE, in order to effect the foregoing, in
consideration of the premises and the respective covenants and agreements of the
parties herein contained, and intending to be legally bound, the parties hereto
agree as follows:

                1.      Releases.

                (a)     In furtherance of the provisions of the Amendment,
                        Lizerbram hereby knowingly and voluntarily, fully and
                        finally releases, acquits and forever discharges as of
                        the date hereof and as of the Employment Termination
                        Date (as defined in the Amendment), the Company and its
                        affiliates, and their past and present officers,
                        directors, shareholders, partners, trustees,
                        beneficiaries, managers, employees, attorneys, agents,
                        successors or assigns (the "Company Released Parties")
                        from any and all claims, charges, complaints, liens,
                        demands, causes of action, obligations, damages and
                        liabilities, known or unknown, suspected or unsuspected,
                        that he had, has, or may claim to have against the
                        Company Released Parties arising out of or relating in
                        any way to Lizerbram's relationship with the Company as
                        an employee, officer, director or representative or the
                        termination thereof, or the termination of the
                        Employment Agreement (including without limitation the
                        federal Age Discrimination in Employment Act or
                        equivalent state law). Notwithstanding the generality of
                        the foregoing, nothing contained herein shall release
                        the Company or in any way impair Lizerbram's rights to
                        indemnification from the Company arising from or
                        relating in any way to Lizerbram's service as an
                        employee, officer or director as provided by law or
                        under the Company's bylaws, or under any applicable
                        indemnification agreement or insurance policy to which
                        the Company is a party, including, but not limited to,
                        Lizerbram's rights to reimbursement, coverage or
                        indemnification in connection with any current or future
                        litigation matter arising from or relating in any way to
                        Lizerbram's services as an employee, officer, director
                        or representative of the Company; nor shall the
                        foregoing release the Company from any claim relating to
                        the breach by the Company of its obligations set forth
                        in the Employment Agreement (including



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                        the provisions of the Amendment) or the right to receive
                        any payments or benefits to which Employee is entitled
                        pursuant to any Company employee benefit plan.
                        Notwithstanding the generality of the foregoing, nothing
                        in this Agreement shall be construed to effect a release
                        of any right or claim by Employee in connection with his
                        rights as a stockholder of the Company.

                (b)     As a material inducement to enter into this Release, the
                        Company likewise hereby knowingly and voluntarily, fully
                        and finally releases, acquits, and forever discharges as
                        of the date hereof and the Employment Termination Date,
                        Lizerbram and his agents, employees, successors, heirs,
                        beneficiaries or assigns (the "Lizerbram Released
                        Parties") from any and all claims, charges, complaints,
                        liens, demands, causes of action, obligations, damages
                        and liabilities, known or unknown, suspected or
                        unsuspected, that it had, has, or may claim to have
                        against Lizerbram Released Parties arising out of or
                        relating in any way to Lizerbram's relationship with the
                        Company as an employee, officer, director or
                        representative, whether or not previously asserted
                        before any state or federal court or before any state,
                        federal or regulatory agency or governmental entity.
                        Notwithstanding the generality of the foregoing, nothing
                        contained herein shall release Lizerbram from any claim
                        relating to the



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                        breach by Lizerbram of any confidentiality agreements
                        with the Company or any of its affiliates or the
                        obligations set forth in the Employment Agreement and
                        the Amendment.

                (c)     Each of the Company and Lizerbram acknowledges that such
                        party has been advised by legal counsel regarding, is
                        familiar with and expressly waives all rights afforded
                        by Section 1542 of the Civil Code of the State of
                        California ("Section 1542"), or any statute of similar
                        effect in any other jurisdiction in which any action
                        might be brought, with respect to the claims described
                        in paragraphs (a) and (b) of this Section 1. Section
                        1542 states as follows:

         A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
         KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
         RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
         SETTLEMENT WITH THE DEBTOR.

Thus, notwithstanding the provisions of Section 1542, and for the purpose of
implementing a full and complete release, each of the Company and Lizerbram
understands and agrees that this Release is intended to include all claims, if
any, described in paragraphs (a) (in the case of Lizerbram) and (b) (in the case
of the Company) above, which either party may have and which neither party now
knows or suspects to exist in such party's favor against the Company Released
Parties (in the case of Lizerbram) or Lizerbram Released Parties (in the case of
the Company) and this Release extinguishes those claims.

                  2.     Lizerbram Right to Revoke.

                  Lizerbram acknowledges that the Company has advised him to
consult with an attorney of his choosing prior to signing this Release and that
he has been given at least twenty-one (21) days during which to consider the
provisions of this Release. Lizerbram further acknowledges that he has been
advised by the Company that he has the right to revoke this Release for a period
of seven (7) days after the execution of this Release and that this Release
shall not become effective or enforceable until such seven (7) day revocation
period has expired. Lizerbram acknowledges and agrees that, if he wishes to
revoke this Release, he must do so in writing, signed by Lizerbram and received
by the Company at its headquarters no



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later than 5:00 p.m. Pacific Standard Time on the seventh (7th) day after the
execution of this Release. Lizerbram acknowledges and agrees that, in the event
that he revokes this Release, he shall have no right to receive any payment
pursuant to the Employment Agreement and the Amendment. Lizerbram understands
and agrees that the Company is under no obligation to offer such payment and
that he is under no obligation to consent to the release set forth in paragraph
1(a) of this Release. Lizerbram represents that he has read this Release and
understands its terms and that he enters into this Release freely, voluntarily,
and without coercion.

                  This Release shall be deemed a part of the Amendment and
accordingly shall be construed under the laws of the State of California and
may be executed in counterparts.


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                  IN WITNESS WHEREOF, each of the parties has executed this
Release as of the date set forth below.

                                           FPA MEDICAL MANAGEMENT, INC.


                                           -----------------------------
                                           By:
                                           Its:


                                           --------------------------------
                                           Sol Lizerbram


Date:

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