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                                                                  EXHIBIT 10.25



                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT is made and entered into as of the _____ day
of ___________, 199__ (the "Agreement Date"), by and between SAMUEL S.
PATTERSON, an individual, (hereinafter "Executive"), and BIRMAN & ASSOCIATES,
INC., a Tennessee corporation (hereinafter "Company").


                                   WITNESSETH

         WHEREAS, Company is a Tennessee corporation which is a wholly-owned
subsidiary of Birman Managed Care, Inc. (the "Parent"), a Delaware corporation
whose shares of capital stock are registered with the Securities and Exchange
Commission under Section 12g of the Securities Exchange Act of 1934; and

         WHEREAS, Company requires the services of an experienced individual to
serve as its President and Chief Operating Officer; and

         WHEREAS, Executive is experienced in management positions in
the health care industry and Executive has represented to Company that he is
possessed of certain experience and capabilities which qualify him to perform
the duties of President and Chief Operating Officer for the Company and that he
is capable of performing such duties; and

         WHEREAS, Company desires to employ Executive to render services to it
and to serve as its President and Chief Operating Officer; and

         WHEREAS, Executive desires to serve as the President and Chief
Operating Officers of the Company.

         NOW THEREFORE, in consideration of the mutual promises contained
herein, and for other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto agree as follows:

         1. Employment: Effective upon the Commencement Date, Executive shall
faithfully serve and be employed by Company on a full time basis as its
President and Chief Operating Officer. Executive shall devote substantially all
his professional time and effort to the duties of such position. Executive shall
also be elected a Senior Vice President of the Parent. Executive's duties for
the Parent shall be coextensive with those for the Company and Executive shall
receive no additional compensation therefor.

         2. Term: This Agreement shall commence upon Executive's arrival for
work at the Company's headquarters in Cookeville, Tennessee (the "Commencement
Date") and shall continue for three (3) years unless sooner terminated in
accordance with the



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provisions of this Agreement. The Commencement Date shall be not later
than         , 1997.

         3. Residence of Executive: A material inducement to the Company to
employ Executive is Executive's promise promptly to relocate to the Company's
headquarters in Cookeville, Tennessee. Executive shall relocate his family,
residence and domicile to Cookeville, Tennessee, or its immediate environs, as
soon as practicable and in no event more than three (3) months from the
Commencement Date. Executive shall thereafter maintain his primary residence and
domicile in such location for so long as Executive remains employed by the
Company unless the Company otherwise determines.

            a. SALE AND ACQUISITION OF PRINCIPAL RESIDENCE. Executive now owns a
home in Ft. Lauderdale, Florida, which he will sell as soon as is reasonably
practicable at a fair and reasonable price. Executive will purchase a home in
the Cookeville, Tennessee, area. In order to expedite Executive's relocation to
Cookeville, Tennessee, the Company agrees as follows:

               (1) APPRAISAL: The Company and Executive will obtain a current
     appraisal of Executive's home from two independent appraisers, each of whom
     shall be a member of the Master Appraisers Institute and each of whom shall
     be on the "approved list" for at least four (4) recognized major Florida
     banks or federally-chartered savings banks. The two appraisers shall
     appraise Executive's property at the Company's expense. The average of
     their two appraisals shall be the "Agreed Value" of Executive's home.

               (2) LOAN TO VALUE: The Company shall lend Executive (the "Equity
     Loan") an amount which shall not exceed One Hundred Thousand Dollars
     (USD$100,000.00) provided such amount does not exceed eighty percent (80%)
     of the value of Executive's equity in his home, with such equity determined
     by subtracting all liens and encumbrances from the Agreed Value. In no
     event shall any Equity Loan exceed eighty percent (80%) of Executive's
     equity in his home. Executive shall apply all of the proceeds of the Equity
     Loan towards the purchase price of Executive's new home in the Cookeville,
     Tennessee, area. The Equity Loan shall be secured by a second deed of trust
     on both Executive's current Florida home and the new home to be purchased
     in Tennessee. The Equity Loan shall bear interest at the rate of eight
     percent (8%) per annum, which shall be paid by Executive monthly in
     arrears. The Equity Loan shall be due and payable upon sale of Executive's
     home in Florida.

               (3) SALE OF FLORIDA HOME: Executive shall take all reasonable
     steps to sell his Florida home within ninety (90) days of the Commencement
     Date of this Agreement. Executive shall set an asking price for his home
     which is reasonable in light of the Agreed Value and advice from his
     listing realtor. As soon as it is executed, Executive shall provide the
     Company with a copy of the signed listing agreement to sell his Florida
     home any any supplements, replacements or amendments




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     thereto. Should such home not be sold within such period, Executive may
     request that the Company extend such period for an additional ninety (90)
     days. As a condition to granting such extension, Executive shall set the
     "asking price" for his Florida home at an amount not to exceed the Agreed
     Value as determined above. In the event the gross purchase price realized
     is less than the Agreed Value, then the Company shall concurrently with the
     sale of Executive's Florida home reimburse to Executive seventy-five
     percent (75%) of the difference between the gross sales price realized and
     the Agreed Value up to a maximum of twenty-five thousand dollars
     ($25,000.00). Executive shall promptly provide the Company with true and
     correct copies of all closing documents.

         4. Scope of Duties: Executive shall be responsible for implementation
of the general operating policies and directives of the President and Board of
Directors of the Parent, including management and general supervision of the
operations of the Company, as more particularly set forth in Exhibit A hereto.
Executive shall render those services customarily rendered by an executive in
such position in accordance with the policies, budgets and decisions of the
Company's Board of Directors and the Board of Directors of the Parent and
subject to the general supervision and direction of the President of the
Company. The Executive shall perform such duties faithfully, diligently, and to
the best of his ability consistent with the highest and best standards of the
industry of Company, subject to the policies established by the Company's Board
of Directors. Executive acknowledges that Company is relying upon Executive's
knowledge and expertise in the health care industry and in his devotion of time
as set forth herein.

         5. Compensation: Executive shall receive and the Company shall pay
throughout the term hereof a salary in accordance with the following (less all
applicable taxes withheld and other authorized or required deductions
therefrom):

            a. BASE COMPENSATION: One Hundred Eighty-five Thousand Dollars
($185,000.00) per year, payable in accordance with the regular executive
compensation pay period policy of Company, but in no event less often than once
each calendar month (the "Base Compensation"); and

            b. ANNUAL ADJUSTMENTS: The Base Compensation shall be adjusted (the
"Annual CPI Adjustments") on each anniversary of the Commencement Date by
increasing (but not decreasing) the Base Compensation in accordance with the
cumulative increases in the Consumer Price Index ("CPI") published by the United
States Department of Labor Bureau of Labor Statistics (or such successor index
as is adopted by the United States Government in lieu thereof) for the Standard
Metropolitan Statistical Area in which Cookeville, Tennessee, is located.
Specifically, on each anniversary of this Agreement, the Base Compensation for
the first year of this Agreement (the "Original Base Compensation") shall be
multiplied by the cumulative percentage increase in the CPI from the first year
of this Agreement to the year of such adjustment. For example, if the Original
Base Compensation is 100, and the CPI




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increase during the first year of this Agreement is 4%, then the Base
Compensation for the second year of this Agreement will be 104. If the CPI
increase for the second year of this Agreement is 5%, then the Base Compensation
for the third year of this Agreement will be 109. (100 + 4 + 5). All CPI
Adjustments shall be made to the Original Base Compensation.

            c. BONUS COMPENSATION: In addition to the compensation set forth in
subparagraph a, above, Executive may receive a bonus of up to fifty percent
(50%) of the Base Compensation for each year (the "Maximum Bonus Opportunity").
The Maximum Bonus Opportunity shall be divided as follows: up to thirty percent
(30%) of the Base Compensation shall be eligible for inclusion in the Parent's
Executive Bonus Plan. An additional bonus of up to twenty percent (20%) of the
Base Compensation shall be awarded, if at all, depending upon achievement of the
results of the Company as determined by the Compensation Committee of the Board
of Directors of the Parent, as set forth on Exhibit A hereto and incorporated
herein by this reference. Awards and payments of bonuses are at the discretion
of the Board of Directors and are subject, among other things, to the cash flow
requirements of the Company as a whole.

            d. ANNUAL REVIEW: The Board of Directors of the Company shall, at
its first meeting of each fiscal year during the term of this Agreement, review
the performance of Executive for the previous fiscal year and, in its sole
discretion, consider modification of the bonus compensation provided hereunder
as it shall deem appropriate.

            e. STOCK OPTIONS: The Company shall award Executive options
("Options") to acquire one hundred fifty thousand (150,000) shares of common
stock of the Company at an exercise price equal to the closing market "asked"
price as quoted on July 14, 1997 on the National Association of
Securities Dealers Automated Quotation system ("NASDAQ") stock market. Such
options shall vest one-fourth on each anniversary of this Agreement. In the
event this Agreement is terminated for any reason or is not employed under this
Agreement on the anniversary date of this Agreement, all unvested Options shall
lapse. Executive shall have three (3) years from the date of vesting in which to
exercise his Options. The award of Options shall be more comprehensively set
forth in a separate document of even date herewith. The Company shall have no
obligation to register any shares purchased pursuant to the Options.

         6. Representations and Warranties. The Company and Executive represent
and warrant to each other as follows. The representations and warranties
contained herein shall survive termination of this Agreement.

            a. WARRANTIES BY COMPANY: The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Tennessee with all powers to conduct its business as currently conducted. This
Agreement has been duly authorized by the Company and is enforceable against the
Company in




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accordance with its terms, except as enforceability may be limited by laws
applicable to creditors rights, bankruptcy and equity. The Parent is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware with all powers to conduct its business as currently
conducted. This Agreement and the Stock Option Agreement of even date herewith
have been duly adopted by the Parent and are enforceable against the Parent in
accordance with their terms, except as enforceability may be limited by laws
applicable to creditors rights, bankruptcy and equity.

            b. WARRANTIES BY EXECUTIVE: Executive represents and warrants that
he has fully disclosed to the Company all material facts regarding: his
availability to accept employment hereunder, his past employment history, his
health as it may pertain to his ability to discharge the duties assumed
hereunder, and any matters of personal financial or other concern which could
affect performance of his duties hereunder. Executive represents and warrants
that his acceptance of employment hereunder does not violate any agreement by
which he is bound. Executive represents and warrants that he has not disclosed
to the Company and will not disclose to the Company any confidential information
of any other company or business the confidentiality of which he is obligated to
protect.

         7. Vacation. Executive shall be entitled to paid vacation to accrue at
the rate of three (3) weeks vacation per year commencing upon commencement of
this Agreement and for each successive Company year in which this Agreement
remains in effect. Executive shall not be entitled to vacation pay in lieu of
vacation. Any vacation time accrued but not used in any one year may not be
carried over to the following year by Executive but shall be deemed waived by
Executive. Executive shall schedule and take his vacation so as not materially
to disrupt or to impair the operations of the Company and shall take all
feasible steps to ensure that the operations of the Company proceed unimpaired
by his absence. Business-related trips for education, conventions and similar
activities shall not be deemed "vacations."

         8. Expenses. Company recognizes that Executive will incur, from time to
time, for Company's benefit and in furtherance of Company's business, various
expenses. Accordingly, Company agrees to pay certain expenses as set forth below
either directly on behalf of Executive or to reimburse Executive for such
expenses; provided, however, that such payment or reimbursement is contingent
upon Executive supplying such documentary and other evidence required to support
the deduction of such expenses on Company's federal income tax return. Any
deductions disallowed by the Internal Revenue Service shall be considered
additional compensation to the Executive.

            a. Entertainment, travel, including meals while traveling, and
promotion relating to the Company;

            b. Conventions and meeting expenses for conventions and meetings
related, directly or indirectly, to the




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business of the Company; and

            c. Fees for membership in and expenses incurred in attending
meetings of professional and business organizations as shall be approved by the
President of the Company; and

            d. An automobile allowance of six hundred dollars ($600.00) per
month.

         9. Other Benefits.

            a. MOVING EXPENSES: The Company shall reimburse Executive for his
moving expenses up to the maximum amount of ten thousand dollars ($10,000.00)
provided Executive obtains three (3) separate bids for such moving and the
contract is awarded to the moving company approved by the Chief Financial
Officer of the Parent.

            b. TEMPORARY LIVING EXPENSES: The Company agrees to pay or reimburse
Executive temporary living expenses and travel expenses between Executive's
current home in Florida and the Cookeville, Tennessee environs, up to a maximum
of nine thousand dollars ($9,000.00). Such reimbursement shall be limited to
travel and temporary housing costs for Executive and his family, and
reimbursement shall be made only for expenses which are incurred solely as a
result of the relocation and not to pay expenses which Executive would have
incurred anyway regardless of the relocation to Cookeville. The Company shall
not pay any more under this paragraph at such time as the Company makes the
Equity Loan.

            c. MEDICAL: Company shall pay for Executive's participation in the
medical insurance plans maintained by the Company for its employees in general
and provide Executive with participation in such plan(s) on the same terms and
conditions as are extended to Company's employees in general.

            d. LIFE INSURANCE: To the extent the Company provides life insurance
as part of its benefits provided to employees in general, Company shall provide
such to Executive with benefits payable as Executive shall direct.

            e. OTHER BENEFITS: Executive shall be entitled to participate with
other employees of the Company in such other fringe benefits as may be offered
generally to the employees of the Company from time-to-time.

         10. Employment Conduct. At all times during the term of this Agreement,
Executive shall:

             a. Work for Company on a full time basis except for such absences
as are herein provided;

             b. Participate fully (which includes recorded interviews with
counsel) in the Company's ongoing regulatory compliance audit process, including
entry and exit interviews, conducted to assure that all of the Company's
activities comply




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fully with all federal and state laws and regulations applicable to the health
care industry;

             c. Devote his best efforts and all of his business time and
attention to Company's business, and shall not, without the prior written
consent of Company acting through its Board of Directors, engage in any other
business activity whatsoever;

             d. Observe and conform to all the laws, statutes, regulations and
administration requirements applicable to the Company and its business;

             e. Be aware that his conduct and actions, whether in public or
private, reflect upon the goodwill of Company and not partake in any conduct
that is detrimental to himself or Company; and

             f. Report promptly to the Board of Directors of the Parent and
outside counsel of the Parent any facts of which Executive becomes aware which
would lead a reasonable person to suspect that the Company, the Parent or any of
its officers, directors, employees, agents, representatives or clients is
engaged, has engaged, or is about to engage, in any conduct which violates or
may violate any law, rule, statute or regulation applicable to the Company, the
Parent, or the business of either.

         11. Company Accounts. Executive shall render, as often as may be
necessary or appropriate, a true account of all money received by him on account
of Company, and shall deposit all such money promptly to Company's account.

         12. Conditions of Termination.

             a. TERMINATION FOR CAUSE: Company may terminate this Agreement at
any time, without further obligation or liability to Executive, in the event
Company determines in good faith that:

                (1) The Executive is grossly negligent in the performance of his
duties;

                (2) The Executive is convicted of a violation of any State or
Federal law and is fined One Thousand Dollars ($1,000.00) or more and sentenced
to prison or jail term for one year or more; including suspended sentences;

                (3) The Executive or the Executive's conduct becomes the subject
of an administrative, judicial or regulatory enforcement proceeding brought by
the Health Care Finance Administration, the Office of Inspector General of the
United States Department of Justice, or by any regulatory body, agency or
corporation having jurisdiction over the business of the Company, or any
successor thereto (unless Executive shall have engaged in such conduct in
accordance with and on the advice of Company counsel and in accordance with
Company policy);

                (4) The Executive commits any material



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violation of this Agreement including, without limitation, paragraph 3 hereof,
"Residence of Executive"; or

                (5) The Executive disobeys any lawful order or instruction of
the Board of Directors of the Parent or the President of the Parent.

             b. OTHER EVENTS OF TERMINATION:

                (1) By Agreement: This Agreement shall terminate at any time by
Agreement in writing between Company and Executive;

                (2) By Death: This Agreement shall terminate upon the death of
Executive, in which case his heirs and beneficiaries shall be entitled to all
accrued but unpaid compensation hereunder, including any unused vacation time
for the current year;

                (3) Unilaterally by Executive: The obligations of Company to
Executive hereunder shall terminate immediately upon the unilateral termination
of this Agreement by Executive, which shall be deemed a breach of the Agreement
by Executive unless Executive gives Company ninety (90) days prior written
notice and continues to discharge his duties and obligations to the utmost
during such time;

                (4) By Notice to Executive: The obligations of the Company to
Executive hereunder shall terminate upon six (6) months prior written notice to
Executive;

                (5) By Expiration: The obligations of Company hereunder shall
terminate upon the expiration of this Agreement.

            13. Compensation in the Event of Termination. Executive shall be
entitled to receive the following compensation, as compensation in full, upon
the occurrence of the following events of termination:

                a. VOLUNTARY TERMINATION BY EXECUTIVE: In the event Executive
terminates his employment hereunder, he shall be entitled to receive his earned
but unpaid Base Compensation and a prorated portion of the Bonus otherwise
payable to Executive for that portion served of the year in which he terminates
plus payment for any vacation time accrued but unused during the year in which
Executive so terminates; the Company shall pay, or shall reimburse Executive
for, any expenses incurred but not paid through the date of termination pursuant
to this Agreement.

                b. TERMINATION BY COMPANY: The compensation called for by the
following two subparagraph shall be the only compensation to which Executive
shall be entitled in the event he is terminated by the Company.

                   (1) Termination for Cause: In the event Executive is
terminated for cause (as defined in this Agreement),



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Executive shall be entitled to receive his earned but unpaid Base Compensation
through the date of termination, but not beyond; Executive shall receive payment
for any accrued (but not carried over) but unused vacation time, and shall
receive reimbursement for any properly and reasonably incurred but unpaid
expenses incurred or paid in accordance with Company policy; Executive shall
receive no award of any Bonus and all awarded but unvested or unexercised
options to acquire stock of the Company shall thereupon terminate.

                   (2) Termination Not for Cause: In the event Executive is
terminated by the Company not for cause, Company shall pay executive upon such
termination: (A) all accrued but unpaid Base Compensation to the date of
termination, plus (B) provided Executive has served with the Company not less
than one (1) year an amount equal to six (6) months Base Compensation payable in
six (6) equal monthly installments. Provided the Company pays Executive all sums
due under this paragraph 13(b)(2), Executive shall be restricted as provided in
paragraph 17 of this Agreement.

                c. OTHER BENEFITS AND EXPENSES: In the event of termination of
employment under this Agreement for any reason, the Company shall permit
Executive to assume direct payment of any insurance policies, health care plans
or other benefits which under their terms permit or provide for individual
assumption upon termination of employment by the Company. The Company shall give
written notice to Executive ten (10) days before the lapse of any such benefits
or policies, which notice shall be deemed given when received by Executive, in
order to permit Executive to assume payment of such policies and benefits.
Failure by Executive to assume payment of such policies and benefits within said
ten (10) days shall be deemed a waiver by Executive of his right to assume
payment of such policies and benefits but does not waive his rights under COBRA.

         14. Confidentiality and Trade Secrets. Executive agrees as follows:

             a. Executive acknowledges that the Proprietary Information (as
defined herein) of Company is a special, valuable and unique asset of Company,
and has been compiled at great expense to Company, and Executive agrees at all
times during the period of this Agreement and thereafter to keep in confidence
and trust all Proprietary Information which has heretofore been disclosed and
which will hereafter be disclosed by Company to Executive or which Executive in
the performance of services hereunder may learn.

             b. Executive agrees that during the period of this Agreement and
for a period of three (3) years thereafter, he will not, directly or indirectly,
use the Proprietary Information other than in the course of performing duties as
an Executive of Company, nor will Executive directly or indirectly disclose any
Proprietary Information or anything relating thereto to any person or entity,
except in the course of performing duties as an Executive of Company and with
the consent of the Board of Directors of Company.

             c. Executive further understands and acknowledges that Company's
confidential data and trade secrets constitute




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Company's Proprietary Information which is not to be used, disclosed, or
duplicated in any manner or fashion as would injure Company's rights to the
Proprietary Information. Executive will observe and obey the policies of
Company, as established from time to time, for the protection of its Proprietary
Information.

             d. As used in this Agreement, "Proprietary Information" means any
and all information of a confidential, proprietary, or secret nature which is or
may be either applicable to, or related in any way to: (i) the business, present
or future, of Company or any subsidiary; (ii) the research and development or
investigations, present or future, of Company or of any subsidiary. Proprietary
Information includes, without limitation, in any form or medium, trade secrets,
financial information not distributed to the public generally, training manuals,
training and management programs, rate information, customer lists, pricing
information, processes, procedures, formulas, data, technical expertise,
proprietary software, drawings, plans, photographs, writings, methods,
procedures, machine and mechanical specifications, engineering and test data,
production and management techniques, equipment and installation data,
application data, improvements, inventions, flow charts, logic diagrams,
experimental developments, techniques, marketing plans and strategies, and
information concerning customers and vendors.

             e. It is understood and agreed, however, that the restrictions set
forth in this paragraph shall not apply to any part of the Proprietary
Information that was known to Executive prior to his employment by the Company
(from sources other than the Company) or that is or becomes generally known
within the Company's industry, through no fault, action or inaction on the part
of Executive.

             f. Executive acknowledges and agrees that the breach of the
provisions of this Section would cause irreparable harm to the Company and
further acknowledges and agrees that damages would be an inadequate remedy to
protect Company against such breach and, accordingly, Executive agrees that the
Company shall be entitled to obtain injunctive relief should any breach of this
Section 12 be threatened or made by Executive.

         15. Disclosure of Information and Testimony. Executive agrees that he
will not directly or indirectly, without the Company's prior written consent,
voluntarily provide information, documents or testimony to any entity, person or
governmental agency (except to his counsel and immediate family) regarding: (a)
Executive's employment with, or termination of employment from, the Company or
the Parent (except in connection with Executive's application for employment
with another employer, or Executive's application for any insurance, retirement,
disability or unemployment benefits); (b) any other person's employment with, or
termination of employment from, the Company or the Parent; or (c) any
information or documents concerning the Company or the Parent. In the event that
a subpoena or other lawful process is properly served upon Executive requiring
production or disclosure of information or documents concerning the foregoing
matters,




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Executive shall promptly notify the Company's human resources department, in
writing, and provide it with copies of any subpoena or other process served upon
him. Executive agrees to meet, telephonically or in person, with attorneys or
agents designated by the Company, at a time and place designated by the Company
and prior to the testimony, for the purpose of discussing such testimony.
Nothing herein shall give the Company the right to control or dictate the
content of any testimony given by Executive, or any documents produced by him
pursuant to subpoena or other lawful process. It is understood that Executive
shall provide all information lawfully required of him. In the event that the
Company requires any information or testimony from Executive in connection with
any claim made against the Company, or any claims made by the Company against
persons or entities not party to this Agreement, Executive agrees to cooperate
fully with the Company, including: (a) appearing at any trial, hearing,
deposition or arbitration; (b) meeting telephonically or in person with
attorneys or agents designated by the Company, at a time and place designated by
the Company and prior to the testimony, for the purpose of discussing such
testimony and any other matters relating to the claim; and (c) providing the
Company with any documentation in Executive's custody or control. The Company
agrees to pay or reimburse Executive for any reasonable travel, telephone,
photocopy and other out-of-pocket expenses incurred as a result of any requests
made of him by the Company under this paragraph. The provisions of this
paragraph shall not apply to any action brought under this Agreement between
Executive and Company and/or Parent.

         16. Return of Materials. Executive agrees to return promptly to Company
upon termination of this Agreement, whether or not for cause or whatever the
reason, all documents, data, records, and other information pertaining to his
services provided hereunder, and Executive shall not take any documents or data,
in any form or medium, or any reproduction or excerpt of any such documents or
data, containing or pertaining to any Proprietary Information of Company. This
provision shall not apply to personal effects and personal records of Executive
which may be located on the premises of Company.

         17. Competition after Termination. For a period of one year after
Executive's termination of employment under this Agreement, Executive shall not
directly or indirectly own, manage, operate, control, be employed by,
participate in, or be connected in any manner with the ownership, management,
operation, or control of any company which (1) provides consulting or management
services to the health care industry relative to billing, coding or preparing
documentation related to medical records; and (2) which solicits such business
from any individual hospital site operated by a hospital or medical facility
currently doing business with or being serviced by the Company or with which the
Company is negotiating to provide such services as evidenced by written
correspondence at the time of Executive's termination of services under this
Agreement; Provided, if Company's contract or active negotiation for a contract
is to provide services to a health care system, then this non-competition
provision extends to all hospitals or medical facilities within the system;
Provided this




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<PAGE>   12
restriction shall not prohibit an investment by Executive not exceeding five
percent (5%) of the outstanding securities of a publicly traded company. In the
event of Executive's actual or threatened breach of this paragraph, Company
shall be entitled to a preliminary restraining order and injunction restraining
Executive from violating its provisions. Nothing in this Agreement shall be
construed to inhibit Company from pursuing any other available remedies for each
breach of threatened breach, including the recovery of damages from Executive.

         18. Employment by Client of Company: Notwithstanding any other
provision of this Agreement or in law to the contrary, Executive agrees that he
will not seek or accept employment or payment for services, directly or
indirectly, from any hospital, hospital system or health care provider which has
retained or paid the Company in respect of the Company's Quality Program
excepting only payment from the Company pursuant hereto.

         19. Amendment. No modification of this Agreement, or waiver of any of
its provisions, shall be valid or enforceable unless in writing and signed by
each of the parties.

         20. Binding Agreement. Except as otherwise specifically provided
herein, this Agreement shall be binding on the parties and their heirs,
executors, distributees, legal representatives, successors and assigns.

         21. Notices. All notices under this Agreement shall be in writing and
shall be delivered by hand or deposited into the United States Mail, first class
mail, postage prepaid, to the parties at their respective addresses as each
party shall inform the other. Unless otherwise provided herein, the effective
date of any such notice shall be the date of delivery in the case of notices
delivered by hand and five (5) days after mailing in the case of mailed notices.

         22. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the subjects and matters addressed
herein and supersedes and replaces any other agreement, whether oral or written,
between the parties hereto. Except as provided herein, each party to this
Agreement acknowledges that no representations, inducements, promises or
agreement, oral or otherwise, have been made by any party or anyone acting on
behalf of any party which are not set forth herein and that no other agreement
shall be valid or binding.

         23. Assignment by Executive. Executive shall not assign this Agreement
or any rights contained hereunder and any such attempted assignment is void.

         24. Agreement to Perform Necessary Acts. The parties shall execute and
deliver all documents and perform all other and further acts as may be
reasonably necessary to effect this Agreement.

         25. Headings. The headings of the several sections of




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<PAGE>   13
this Agreement are inserted for convenience of reference only and are not
intended to be a part of or affect the meaning or interpretation of this
Agreement.

         26. Severability. If any part, paragraph, section or provision of this
Agreement should be invalid, such part, paragraph, section or provision hereof
shall be deemed stricken from this Agreement then all remaining parts,
paragraphs, sections and provisions shall continue to be fully effective.

         27. Waivers. The waivers by any party of a breach of any provisions of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach.

         28. Good Faith; Further Acts. Executive and Company agree to act in
good faith in the execution of the provisions of this Agreement and to take such
other further actions as may be necessary or advisable to effect the intent of
this Agreement.

         29. Counterparts. This Agreement may be executed in multiple
counterparts, each of which when so executed and delivered shall be an original
instrument, but together shall constitute a single agreement.

         30. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the state of Tennessee applicable to contracts
entered into and to be performed entirely within said state and without regard
to choice of law principles.

         31. Representation. The parties hereto acknowledge and agree that each
has been independently represented by counsel of his or its own choosing in
connection herewith and that all provisions hereof are to be construed as having
been jointly drafted such that no ambiguity or perceived or alleged ambiguity
shall be construed for or against any party hereto.

         32. No Other Parties Benefitted. This Agreement is for the exclusive
benefit of the Company, the Parent and the Executive. No other party of any
nature whatsoever or whomsoever shall be deemed entitled to the benefit of the
provisions of this Agreement.




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                                                                  Executive ____
<PAGE>   14
         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.

"Parent"                               BIRMAN MANAGED CARE, INC.
                                       A Delaware Corporation




                                       By:____________________________
                                              Authorized Officer


"Company"                              BIRMAN & ASSOCIATES, INC.
                                       A Tennessee Corporation



                                       By:____________________________
                                               Authorized Officer


"Executive"                            SAMUEL S. PATTERSON


                                       _______________________________




                                     Page 14           Initials:  Employer _____
                                                                  Executive ____