Exhibit 10.51


                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT, entered into on
December 9, 1994 (the "Signing Date"), amended on February 24, 1995 and July 15,
1997, and dated as of the 1st day of July, 1994 (the "Effective Date"), between
DOCTORS HEALTH, INC. (formerly Doctors Health System, Inc.), a Maryland
corporation (the "Company") and ALAN KIMMEL (the " Physician Executive").

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                                   BACKGROUND
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                  The Company is engaged, directly or through service contracts
with others, in the business of (i) negotiating contracts to provide health care
services and products, (ii) managing health care providers, and (iii) providing
health care services and products (the "Business").

                  The Physician Executive is a primary care physician with
substantial skills and knowledge in the management and development of physician
practices, and is experienced in creating and expanding a physician run equity
model group practice working with hospitals, managed care organizations and
other physicians.

                  The Executive and the Company previously entered into an
Amended and Restated Employment Agreement dated February 24, 1995, a copy of
which is attached hereto (the "Prior Agreement"), and each desires to amend and
restate the Prior Agreement in its entirety to incorporate certain additional
matters.

                  The Company desires to hire the Physician Executive, and the
Physician Executive desires to work for the Company, on the terms and conditions
set forth in this Agreement.

                  1.       EMPLOYMENT, DUTIES AND ACCEPTANCE.

                           1.1      EMPLOYMENT.  (a)  Effective  upon the
Effective  Date,  the Company shall employ the Physician Executive as its
Treasurer, Secretary and Executive Vice President and Director of Medical
Affairs. In such capacities, the Physician Executive have the duty,
responsibility and authority for designing and implementing medical and
non-medical policies

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and procedures, and for the supervision and coordination of: credentialling
processes, prospective quality assurance and clinical utilization, disease
management strategies, alignment of clinical and financial performance,
primary/specialty care balance, incentive based physician compensation, group
malpractice issues, medical resource management, clinical operational changes
for managed primary care systems, professional dispute mediation, patient
ombudsman issues relating to disputes with medical staff care, and transition
strategies from illness care to well care, all after consultation with the
Company's Executive Vice President and Director of Development and subject to
the guidelines, policies and control of the Company's Chief Executive Officer
and Board of Directors (the "Board"), to whom he shall report. The Physician
Executive shall perform such other duties within these general parameters as the
Chief Executive Officer or the Board may from time to time designate. The
Physician Executive shall perform his duties faithfully and to the best of his
abilities. The Physician Executive shall also serve (A) as a director of the
Company (subject to the power of the Board and the Shareholders of the Company
to remove him as set forth in the Company's Bylaws) and, (B) as a director of
all of the Company's Subsidiaries (as defined in SECTION 5.2).

                  (b) The Physician Executive shall devote a significant portion
of his working time and creative energies to the performance of his duties
hereunder and will at such times devote such efforts as are reasonably
sufficient for fulfilling the significant responsibilities entrusted to him. So
long as such activities, in the aggregate, do not interfere with the performance
by the Physician Executive of his duties hereunder: (i) the Physician Executive
shall be permitted a reasonable amount of time to engage in the practice of
medicine as an employee of Baltimore Medical Group, Inc. and to supervise his
personal, passive, investments; (ii) the Physician Executive shall be permitted
a reasonable amount of time to participate (as board member, officer or
volunteer) in civic, political and charitable activities; (iii) the Physician
Executive shall be permitted to deliver lectures to and teach at educational
institutions and business organizations; and (iv) subject to the provisions of
SECTION 5 hereof, the Physician Executive may serve as a director or trustee of
one or more corporations not affiliated with the Company.

                           1.2      PLACE OF EMPLOYMENT.  The Physician
Executive's principal place of employment shall be in the Baltimore, Maryland
metropolitan area, subject to such travel as may be reasonably required by his
employment pursuant to the terms hereof. The Physician Executive shall not be
required to relocate outside of the Baltimore, Maryland metropolitan area during
the Term except by mutual agreement.

                  2. TERM OF EMPLOYMENT. The term of the Physician Executive's
employment under this Agreement (the "Term") shall commence on the Effective
Date and shall end on April 1, 2000, unless sooner terminated, or later
extended, as herein provided. Not later than February 1, 2000 (and each February
1 of each calendar year during any Extension Period (defined below)), the
Company and the Physician Executive shall enter into good faith

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negotiations to determine whether and on what terms to extend or renew this
Agreement beyond June 30 of such calendar year. If by October 15, 1999 (and
October 15 of any calendar year occurring during an Extension Period) either
party gives written notice to the other of its desire to terminate this
Agreement as of April 1, then this Agreement shall so terminate, and the
Physician Executive shall be permitted a reasonable amount of time during the
balance of the Term within which to explore alternative employment
opportunities. If no such written notice to terminate is given by either party
by October 15, 1999 (or by October 15 of any calendar year occurring during an
Extension Period), then the Term shall, without further act or deed,
automatically be extended upon the same terms and conditions as previously in
effect, for an additional 12 month period, commencing on April 1 of the
applicable calendar year and ending on March 31 of the immediately following
calendar year. Each such 12 month extension during the Term is referred to
herein as an "Extension Period", and shall constitute a part of the Term of this
Agreement for all purposes, including the provisions regarding extensions
contained in this Section 2.

                  3.       COMPENSATION.

                           3.1      SALARY.  As  compensation  for all  services
to be rendered  pursuant to this  Agreement,  the Company shall pay to the
Physician Executive, during the Term, a "Base Salary" (as defined in this
SECTION 3.1) less such deductions as shall be required to be withheld by
applicable laws and regulations. The "Base Salary" from July 1, 1997 to December
31, 1997 shall be a salary of $125,000 per annum, subject to upward adjustment
as determined by the Executive Committee or the Board of Directors of the
Company. The amount of the Base Salary has been established based upon the
mutual assumption by the Company and the Physician Executive that the Physician
Executive shall devote approximately fifty percent (50%) of his working time and
creative energies to the performance of his duties hereunder. The Company and
the Physician Executive acknowledge and agree that because the performance by
the Physician Executive of his duties hereunder will be of critical importance
to the growth and prosperity of the Company, the Company shall from time to
time, in its reasonable discretion, evaluate and determine the working time and
creative energies that the Physician Executive has devoted to the performance of
his duties hereunder during any preceding three (3) month period (it being
understood and agreed that the Physician Executive's use of permitted vacation
hereunder shall not be included in such determination). If the Company
determines that the Physician Executive has devoted significantly more or
significantly less of his working time and creative energies to his duties
hereunder during any such period, his Base Salary will be adjusted, up or down,
by the Company (in the exercise of its reasonable discretion) on each such
occasion, commencing with the beginning of the fiscal quarter of the Company
immediately following the Signing Date. The Base Salary shall accrue from and
after the Effective Date in equal monthly installments.

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                           3.2      BONUS.  The Physician  Executive  shall be
eligible to receive an annual bonus based upon the extent to which the Physician
Executive's performance meets or exceeds agreed upon performance standards or
the Physician Executive otherwise performs in an exemplary manner, all in the
sole discretion of the President and Compensation Committee of the Board of
Directors of the Company.

                           3.3      STOCK.

                                    (a)     All Shares of the  Company's  Class
A Common Stock (the  "Stock")  transferred  to the Physician Executive hereunder
is and shall remain subject to any transfer restrictions and other protections
as are set forth in the Company's Charter, By-laws, or in any Shareholder's
Agreement, and the certificates or other instruments representing such stock
shall bear or contain a legend or statement regarding such transfer
restrictions.

                           3.4.     WITHHOLDING.  The Company is  authorized to
withhold from the amount of any Salary and Bonuses and any other things of value
paid to or for the benefit of the Physician Executive (other than transfers of
Stock), all sums authorized by the Physician Executive or required to be
withheld by law, court decree, or Physician Executive order, including (but not
limited to) such things as income taxes, employment taxes, and employee
contributions to fringe benefit plans sponsored by the Company.

                           3.5      PARTICIPATION  IN  PHYSICIAN  EXECUTIVE
BENEFIT  PLANS.  The  Physician  Executive  shall  be permitted during the Term,
if and to the extent eligible, to participate in any group life, hospitalization
or disability insurance plan, health program, automobile allowance, pension plan
or similar benefit plan of the Company which may be available to other
comparable executives and professional employees of the Company, generally on
the same terms as such other executives.

                           3.6      VACATION.  The  Physician  Executive  will
receive at least 4 weeks  vacation per year,  to be scheduled and taken at the
Physician Executive's option at such times as his duties may permit. Should the
Company's policy provide for more vacation to comparable Physician Executives
the Physician Executive will be accorded such higher vacation. Unused vacation
time shall not be cumulated or carried over nor shall the Physician Executive
receive any compensation for unused vacation time.

                           3.7      EXPENSES.  Subject to such policies as may
from time to time be established by the Board,  the Company shall pay or
reimburse the Physician Executive for all ordinary, necessary and reasonable
expenses (including, without limitation, travel, meetings, dues, subscriptions,
fees, educational expenses, computer equipment and the like) actually incurred
or paid by the Physician Executive during the Term in the performance of the
Physician Executive's services under this Agreement (including, without
limitation, expenses

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incident to attendance at board or management meetings of the Company, or its
Subsidiaries or Affiliates), upon presentation of expense statements or vouchers
or such other supporting information as the Board may require.

                           3.8      DEFERRED  COMPENSATION.  As soon as
practicable  following  execution of this  Agreement,  the Company shall pay the
Executive $60,000 in full satisfaction of all deferred compensation obligations
of the Company to him for services performed during fiscal 1995, 1996 and 1997
in the amount of $60,000.

                  4.       TERMINATION.

                           4.1 TERMINATION UPON DEATH. If the Physician
Executive dies during the Term, the Physician Executive's employment shall
terminate as of the date of death of the Physician Executive.

                           4.2      TERMINATION  UPON  DISABILITY.
Notwithstanding  any other  provision  of this  Agreement,  if during the Term
the Physician Executive becomes physically, mentally or emotionally disabled,
whether totally or partially, as determined by an independent qualified
physician, so that the Physician Executive is, in the good faith determination
of the Board, substantially unable to perform his services hereunder for (i) a
period of three consecutive months, or (ii) shorter periods aggregating three
months during any twelve month period, the Company may at any time after the
last day of the three consecutive months of disability or on the last day of the
shorter period aggregating three months of disability, by written notice to the
Physician Executive, terminate the Physician Executive's employment hereunder as
of the date such written notice becomes effective.

                           4.3      TERMINATION AT ELECTION OF COMPANY.

                                    (a)     Notwithstanding  any other provision
of this Agreement,  the Company may terminate the Physician Executive's
employment hereunder at any time upon: (i) the continued failure or refusal by,
or manifest inability of, the Physician Executive to perform his duties after
reasonable prior notice to the Physician Executive; (ii) the Physician Executive
engaging in any acts or omissions involving dishonesty or acts or omissions that
demonstrate a lack of integrity; (iii) the conviction of the Physician Executive
of a felony; (iv) the Physician Executive engaging in acts or omissions that
demonstrably and materially injure the business and affairs of the Company,
monetarily or otherwise; and/or (v) any knowing material misrepresentation made
by the Physician Executive to the Company or any material breach by the
Physician Executive of his obligations hereunder.

                                    (b)     In addition to the Company's right
to terminate the Physician  Executive's  employment pursuant to SECTION 4.3(A),
and notwithstanding any other provision

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of this Agreement, the Company may, for any or for no reason, terminate the
Physician Executive's employment upon 60 days prior written notice to the
Physician Executive.

                           4.4      TERMINATION BY THE PHYSICIAN EXECUTIVE.

                                    (a)     Provided that the  Physician
Executive has delivered to the Board at least sixty (60) days prior written
notice setting forth in reasonable detail any alleged material breach by the
Company of this Agreement or other acts or omissions engaged in by the Company
constituting "constructive termination" of the Physician Executive's employment
with the Company, which breach, acts or omissions have not been cured by the
Company as of the end of such period to the reasonable satisfaction of the
Physician Executive, then, notwithstanding any other provision of this
Agreement, the Physician Executive shall be entitled to terminate his employment
for such reasons, effective immediately upon the delivery by the Physician
Executive to the Board of a notice to the effect that such breach, acts or
omissions have not been cured to the reasonable satisfaction of the Physician
Executive; provided, however, that if such constructive termination is caused by
the Physician Executive's incapacity or inability to serve due to a disability
of the type described in SECTION 4.2 above and the Company elects to terminate
the Physician Executive pursuant to the provisions of SECTION 4.2, the Physician
Executive shall, for purposes of this Agreement, be deemed to have been
terminated pursuant to the provisions of SECTION 4.2 and not of this SECTION
4.4.

                                    (b) For purposes of this SECTION 4.4,
"constructive termination" shall be limited to those circumstances where (i) the
Company creates working conditions that a reasonable person in the Physician
Executive's position would consider unreasonable or intolerable which is not
remedied by the Company within sixty (60) days after notice thereof given by the
Physician Executive; and (ii) such working conditions are not generally
applicable to other Physician executives of the Company.

                           4.5      COMPENSATION AND BENEFITS FOLLOWING
                                    TERMINATION OF EMPLOYMENT.

                                    (a)     In the event of  termination  of the
Physician  Executive's  employment for any reason other than a termination
pursuant to SECTION 4.3(B) or SECTION 4.4 (or a termination caused merely by the
expiration of the Term): (i) all compensation and other benefits payable or
provided hereunder shall cease as of the date of termination; (ii) Base Salary
(if any) then payable or accrued through the date of termination; and (iii) all
accrued benefits (if any) then payable to the Physician Executive pursuant to
the terms of any plans or arrangements referred to in SECTION 3.5 shall be paid
to the Physician Executive (or to his heirs, legatees and/or legal
representatives) through the date of termination.

                                    (b)     In the event of  termination  of the
Physician  Executive's  employment  pursuant  to SECTION 4.3(B) or SECTION 4.4,
the Physician Executive (or, in the

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event of the Physician Executive's subsequent death or disability, his heirs,
legatees and/or legal representatives) shall receive, when and as the same would
have been payable hereunder if the Physician Executive's employment had not been
so terminated, each of the following payments and benefits:

                                            (i)      all  accrued  benefits  (if
any)  then  payable  to the  Physician  Executive pursuant to the terms of any
plans or arrangements referred to in SECTION 3.5; and

                                            (ii) with respect to any periods
after June 30, 1996, 50% of the Base Salary which would have been due to the
Physician Executive from July 1, 1996 through the remainder of the Term, at the
times such payments would otherwise be made, all as if this Agreement were still
in effect.

                                    (c)     In the event of termination under
SECTION 4.2  (disability),  the Physician  Executive or his legal
representative, as the case may be, shall, in addition to such other payments as
may be due hereunder, be entitled to receive the proceeds of any disability
policies maintained by the Company and payable to the Physician Executive.

                  5.       CERTAIN COVENANTS OF THE PHYSICIAN EXECUTIVE.

                           5.1 NECESSITY FOR COVENANTS. The Physician Executive
acknowledges that (i) the Company, its Subsidiaries and its Affiliates (as
defined in SECTION 5.2) are engaged in the Business, and will in the future be
engaged in the Business; (ii) his work and providing management services to
health care entities for the Company and its Affiliates will give him access to
customers and suppliers of, and trade secrets of and confidential information
concerning, the Company, its Subsidiaries and its Affiliates; and (iii) the
agreements and covenants contained in this SECTION 5 are essential to protect
the business and goodwill of the Company, its Subsidiaries and its Affiliates.
In order to induce the Company to enter into this Agreement and pay the
compensation and other benefits at the levels requested by the Physician
Executive, the Physician Executive enters into the following covenants:

                           5.2      DEFINITIONS.

                                    (a)     For purposes of SECTIONS 5.3 through
5.8 only,  the term  "Company"  shall include the Company and all of the
Company's, Subsidiaries and Affiliates.

                                    (b) "Provider" shall mean any health care
service provider or Affiliate thereof to whom the Company provided management or
other services.

                                    (c)     "Payor"  means any  insurer,
employer,  health  maintenance  organization,  preferred provider organization,
health benefit plan or other entity or organization

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to which, or to whose members, insured's, employees, enrollees, beneficiaries or
other persons affiliated with it (collectively "Beneficiaries"), the Company
provides services or products.

                                    (d) "Service Area" means the geographic area
in which the Company provides health care services and in which the
Beneficiaries of those services generally reside, which shall include all areas
within a 25 mile radius of the site of any Provider's office.

                                    (e)     "Subsidiary"  means any person or
entity in which the Company  owns,  beneficially  or otherwise, an equity
interest of more than 50%.

                                    (f)     "Affiliate"  means a  Subsidiary  of
the  Company;  a person or entity which is owned, controlled, or operated by the
Company; any person owning an equity interest in the Company; any person who has
appointed the Company as its exclusive agent for the provision of professional
services and the collection of revenues therefrom; and any partner, member,
employee, owner or agent of any Affiliate and any person or entity which is
under common ownership, control or operation with the specified person or
entity.

                           5.3      RESTRICTIONS.  During the Term and, unless
the Physician Executive's  employment is terminated other than pursuant to
SECTIONS 4.3(B) or 4.4 hereof, for a period of twelve (12) months after the
Physician Executive's employment hereunder is terminated (the "Termination
Date") (the "Restricted Period"), the Physician Executive shall not, directly or
indirectly, for himself or on behalf of any other person, firm, corporation or
other entity, whether as a principal, agent, employee, stockholder, partner,
officer, member, director, sole proprietor, or otherwise:

                                    (a)     call upon or solicit  any  Provider
for the  purpose of  persuading  the  Provider to engage the Physician Executive
or any other person, firm, corporation or other entity to provide services which
are the same or similar to those the Company provided to the Provider;

                                    (b)     call upon or solicit any Payor for
the purpose of  persuading  the Payor to engage any person or entity other that
the Company to provide health care services to the Payor with respect to any of
its Beneficiaries in the Service Area;

                                    (c)     solicit,  participate  in or promote
the  solicitation  of any person who was employed by the Company or a Provider
at any time during the twelve (12) months preceding the Termination Date to
leave the employ of the Company, or hire or engage any of those persons;

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                                    (d)     make any disparaging remarks about
the Company's business, services or personnel;

                                    (e)     interfere in any way with the
Company's business, prospects or personnel; or

                                    (f) become affiliated with or render
services to any person engaged in any business that competes with the Business
within the Service Area, directly or indirectly, in any capacity, including,
without limitation, as an individual, partner, shareholder, officer, director,
principal, agent, employee, trustee or consultant; provided, however, that the
Physician Executive may own, directly or indirectly, solely as an investment,
securities which are publicly traded if the Physician Executive (a) is not a
controlling person of, or a member of a group which controls, the issuer and (b)
does not, directly or indirectly, own 5% or more of any class of securities of
the issuer.

                           5.4      TRADE SECRETS AND CONFIDENTIAL INFORMATION

                                    5.4.1   TRADE  SECRETS  DEFINED.  The  term
"Trade  Secrets,"  as  used  in  this  Agreement, includes, without limitation,
(i) all information concerning billing practices and procedures of the Company,
(ii) the rates and amounts that the Company pays to its personnel, (iii)
information about the Company's contracts with insurers, health maintenance
organizations, employers, and other payors, (iv) all formulae, compilations,
programs, devices, lists, methods, techniques or processes of the Company, and
(v) all other information of the Company that would be deemed to be "trade
secrets" within the meaning of the Maryland Uniform Trade Secrets Act (the
"Act").

                                    5.4.2   CONFIDENTIAL  INFORMATION  DEFINED.
Any other  information  not qualifying as a Trade Secret, but relating to the
business of the Company which is disclosed by the Company to the Physician
Executive, or is discovered by the Physician Executive in the course of
employment, is Confidential Information.

                                    5.4.3   DUTY TO  MAINTAIN  SECRECY  AND
CONFIDENTIALITY.  During the Period of the  Physician Executive's employment
with the Company, the Physician Executive shall maintain the secrecy and
confidentiality of the Trade Secrets and the Confidential Information and shall
not (i) divulge, furnish or make accessible to anyone or in any way or use, for
his own benefit or for the benefit of any other individual firm or entity (other
than in the ordinary course of the Company's business), any Trade Secret or
Confidential Information; (ii) take or permit any action to be taken which would
reduce the value of the Trade Secrets or Confidential information to the
Company; or (iii) otherwise misappropriate or suffer the misappropriation of the
Trade Secrets or the Confidential information, within the meaning of the Act.
After the Termination Date, Physician Executive shall continue to maintain the

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secrecy and confidentiality of such information, but only to the extent that the
Physician Executive is prohibited from directly or indirectly competing with
Company pursuant to the provisions of SECTION 5.3.

                                    5.4.4   INFORMATION  WHICH  IS  PUBLICLY
KNOWN.   Notwithstanding   anything  herein  to  the contrary, the obligations
of secrecy and confidentiality set forth herein shall not apply to any
information which is now generally publicly known or which subsequently becomes
generally publicly known other than as a direct or indirect result of the breach
of this Agreement by the Physician Executive, or which is required by law or
order of any court to be disclosed.

                           5.5      PROPERTY OF THE COMPANY.  All memoranda,
notes, lists,  records and other documents or papers (and all copies thereof),
including but not limited to, such items stored in computer memories, on
microfiche or by any other means, made or compiled by or on behalf of the
Physician Executive, or made available to the Physician Executive concerning the
Business, are and shall be the property of the Company and shall be delivered to
the Company promptly upon the termination of the Physician Executive's
employment with the Company or at any other time on request; provided however,
that the Physician Executive may inspect during normal business hours such
records as shall be necessary for the purpose of assisting the Physician
Executive to file, or prepare for an audit of, his personal income tax returns.

                           5.6      PHYSICIAN  EXECUTIVE'S  IDEAS,  ETC. All
inventions,  prototypes,  discoveries,  improvements, innovations and the like
("Inventions") and all works of original authorship or images that are fixed in
any tangible medium of expression and all copies thereof ("Works") which are
designed, created or developed by Physician Executive, solely or in conjunction
with others, in the course of performance of the Physician Executive's duties
which relate to the Business, shall be made or conceived for the exclusive
benefit of and shall be the exclusive property of the Company. The Physician
Executive shall immediately notify the Company upon the design, creation or
development of all Inventions and Works. At any time thereafter, the Physician
Executive, at the request and expense of the Company, shall execute and deliver
to the Company all documents or instruments which may be necessary to secure or
perfect the Company's title to or interest in the Inventions and Works,
including but not limited to applications for letters of patent, and extensions,
continuations or reissues thereof, applications for copyrights and documents or
instruments of assignment or transfer. All Works are agreed and stipulated to be
"works made for hire," as that term is used and understood within the Copyright
Act of 1976, as amended. To the extent any Works are not deemed to be works made
for hire as defined above, and to the extent that title to or ownership of any
Invention or Work and all other rights therein are not otherwise vested
exclusively in the Company, the Physician Executive shall, without further
consideration but at the expense of the Company, assign and transfer to the
Company the Physician Executive's

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entire right, title and interest (including copyrights and patents) in or to
those Inventions and Works.

                           5.7      RIGHTS AND REMEDIES UPON BREACH. If the
Physician Executive  breaches,  or threatens to commit a breach of, any of the
provisions of SECTIONS 5.1 through 5.6 (the "Restrictive Covenants"), the
Company shall, in addition to its right immediately to terminate this Agreement,
have the right and remedy (which right and remedy shall be independent of others
and severally enforceable, and which shall be in addition to, and not in lieu
of, any other rights and remedies available to the Company under law or in
equity) to have the Restrictive Covenants specifically enforced by any court
having equity jurisdiction, it being acknowledged and agreed that any such
breach or threatened breach could cause irreparable injury to the Company or its
Affiliates and that money damages may not provide adequate remedy to the
Company.

                           5.8      COVENANTS  CURRENTLY BINDING PHYSICIAN
EXECUTIVE.  The Physician  Executive warrants that his employment by the Company
will not (a) violate any non-disclosure agreements, covenants against
competition, or other restrictive covenants made by the Physician Executive to
or for the benefit of any previous employer or partner, or (b) violate or
constitute a breach or default under, any statute, law, judgment, order, decree,
writ, injunction, deed, instrument, contract, lease, license or permit to which
the Physician Executive is a party or by which the Physician Executive is bound.

                           5.9      LITIGATION.  There is no litigation,
proceeding or  investigation of any nature (either civil or criminal) which is
pending or, to the best of the Physician Executive's knowledge, threatened
against or affecting the Physician Executive or which would adversely affect his
ability to substantially perform the duties herein.

                           5.10     REVIEW.  The  Physician  Executive  has
received or been given the  opportunity  to review the provisions of this
Agreement, and the meaning and effect of each provision, with independent legal
counsel of the Physician Executive's choosing.

                           5.11     SEVERABILITY  OF  COVENANTS.   The
Physician  Executive  acknowledges  and  agrees  that  the Restrictive Covenants
are reasonable and valid in geographical and temporal scope and in all respects.
If any court determines that any of the Restrictive Covenants, or any part
thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants
shall not thereby be affected and shall be given full effect, without regard to
the invalid portions.

                           5.12     BLUE-PENCILING.  If any court  determines
that any of the Restrictive  Covenants,  or any part thereof, is unenforceable
because of the duration or geographic scope of such provision, such court shall
have the power to reduce the duration or scope of such

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provision, as the case may be, and, in its reduced form, such provision shall
then be enforceable and shall be enforced. If any such court declines to so
revise such covenant, the parties agree to negotiate in good faith a
modification that will make such duration or scope enforceable.

                           5.13     ENFORCEABILITY  IN  JURISDICTIONS.  The
parties  intend to and hereby confer  jurisdiction  to enforce the Restrictive
Covenants upon the courts of any jurisdiction within the geographical scope of
such Covenants. If the courts of any one or more of such jurisdictions hold any
Restrictive Covenant unenforceable by reason of the breadth of such scope or
otherwise, it is the intention of the parties that such determination not bar or
in any way affect the Company's right to the relief provided above in the courts
of any other jurisdiction within the geographical scope of such Covenants, as to
breaches of such Covenants in such other respective jurisdictions, such
Covenants as they relate to each jurisdiction being, for this purpose, severable
into diverse and independent covenants.

                           5.14     EXTENSION.  If the Physician  Executive
violates any Restrictive  Covenant,  the Company shall not be deprived of the
full benefit of the period of the covenant. Accordingly, the duration of that
covenant shall be extended by the period of any violation of that covenant.

                           5.15     REMEDIES.  The Company shall be entitled to
injunctive or other  equitable  relief  because it will be caused irreparable
injury and damage by a breach of the provisions of any of the Restrictive
Covenants. The right to injunctive relief shall include the right to both
preliminary and permanent injunctions. The Company shall not be required to post
a bond or other similar assurance if it brings an action to enforce the
provisions of any of the Restrictive Covenants. The Company's right to equitable
relief shall not preclude any other rights or remedies which the Company may
have, all of which rights and remedies are cumulative.

                  6.       DISPUTE RESOLUTION.

                           6.1 COSTS OF LITIGATION. If either party files suit
or brings an arbitration proceeding to enforce its rights under this Agreement,
the prevailing party shall be entitled to recover from the other party all
expenses incurred by it in preparing for and in trying the case, including, but
not limited to, investigative costs, court costs and reasonable attorney's fees.

                           6.2      CONSENT TO  JURISDICTION.  The parties
submit to the  jurisdiction  and venue of the courts of the State of Maryland.

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                           6.3      NO JURY TRIAL.  NEITHER PARTY SHALL ELECT A
TRIAL BY JURY IN ANY ACTION,  SUIT,  PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

                           6.4      ARBITRATION.  Any dispute between the
Company and the Physician Executive  concerning any part of the Physician
Executive's compensation arising under SECTION 3 or SECTION 4 hereof shall be
resolved by binding arbitration pursuant to the terms of SCHEDULE 6.4, attached
hereto as a part hereof.

                  7.       OTHER PROVISIONS.

                           7.1 NOTICES. Any notice or other communication
required or which may be given hereunder shall be in writing and shall be
delivered personally, telegraphed, telexed, sent by facsimile transmission or
sent by certified, registered or express mail, postage paid, and shall be deemed
given when so delivered personally, telegraphed, telexed or sent by facsimile
transmission or, if mailed, four days after the date of mailing, as follows:

                                    (i)   if to the Company, to:

                                          Doctors Health, Inc.
                                          10451 Mill Run Circle, 10th Floor
                                          Owings Mills, Maryland 21117

                                          Attention:  President

                                          with copy to:

                                          Doctors Health, Inc.
                                          10451 Mill Run Circle, 10th Floor
                                          Owings Mills, Maryland 21117

                                          Attention: Director of Legal Services

                                   (ii)   if to the Physician Executive, to:

                                          Alan Kimmel
                                          Two Park Center Court
                                          Owings Mills, Maryland 21117

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                  Any party may by notice given in accordance with this Section
to the other party designate another address or person for receipt of notices
hereunder.

                           7.2      ENTIRE  AGREEMENT.  This  Agreement
contains  the entire  agreement  between the parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings, written or
oral, with respect thereto, including the Prior Agreement.

                           7.3      WAIVERS AND  AMENDMENTS.  This  Agreement
may be  amended,  modified,  superseded,  canceled, renewed or extended, and the
terms and conditions hereof may be waived, only by a written instrument signed
by the Physician Executive and a duly authorized officer of the Company (each,
in such capacity, a party) or, in the case of a waiver, by the party waiving
compliance. No delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any party of any right, power or privilege hereunder, nor any single
or partial exercise of any right, power or privilege hereunder, preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege hereunder.

                           7.4      GOVERNING  LAW.  This  Agreement  has been
negotiated  and is to be performed in the State of Maryland, and shall be
governed and construed in accordance with the laws of the State of Maryland
applicable to agreements made and to be performed entirely within such State.

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

                           7.6      CONFIDENTIALITY.  Neither party shall
disclose the contents of this Agreement or of any other agreement they have
simultaneously entered into to any person, firm or entity, except the agents or
representatives of the parties, or except as required by law.

                           7.7      WORD FORMS.  Whenever used herein,  the
singular shall include the plural and the plural shall include the singular. The
use of any gender, tense or conjugation shall include all genders, tenses and
conjugations.

                           7.8  HEADINGS.  The Section  headings  have been
included for  convenience  only,  are not part of this Agreement, and are not to
be used to interpret any provision hereof.

                           7.9 BINDING EFFECT AND BENEFIT.  This  Agreement
shall be binding upon and inure to the benefit of the parties, their successors,
heirs, personal representatives and other legal representatives. This Agreement
may be assigned by the Company to any entity which

                                       14

<PAGE>

buys substantially all of the Company's assets. However, the Physician Executive
may not assign this Agreement without the prior written consent of the Company.

                           7.10  SEPARABILITY.  The  covenants  contained in
this  Agreement  are  separable,  and if any court of competent jurisdiction
declares any of them to be invalid or unenforceable, that declaration of
invalidity or unenforceability shall not affect the validity or enforceability
of any of the other covenants, each of which shall remain in full force and
effect.

                           7.11 CONSENT OR APPROVAL.  Whenever  under the terms
of this  Agreement  the approval or consent of the Company is required or the
Company must make any determination, the Company, unless this Agreement
specifically requires otherwise, may not unreasonably withhold or delay that
consent or approval.

                           7.12 BACKGROUND. The Background is a part of this
Agreement.

                                       15

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                  IN WITNESS WHEREOF, the parties, intending to be legally
bound, have executed this Agreement or caused it to be executed and attested by
their duly authorized officers as a document under seal on the day and year
first above written.

ATTEST/WITNESS:                             DOCTORS HEALTH, INC.

/s/ Paul Serini    , Secretary              By:  /s/ Stewart Gold         (SEAL)
___________________                              _________________________
                                                 Stewart Gold, President

                                            PHYSICIAN EXECUTIVE:

/s/ George Kohutiak                         /s/ Alan Kimmel               (SEAL)
___________________                         __________________________________
                                            Alan Kimmel
                                            Attorney-In-Fact


                                       16
<PAGE>



                                  SCHEDULE 6.4

                             ARBITRATION PROCEDURE

1.       INSTITUTION OF ARBITRATION PROCEEDING.

         1.1. Any party to this Agreement (an "Initiating Party") may initiate
an arbitration proceeding (the "Proceeding") to resolve a dispute subject to
resolution under this Schedule (a "Dispute") by giving written notice (the
"Dispute Notice") to the other party (the "Responding Party") to such Dispute.
The Dispute Notice shall describe the substance of the Dispute with sufficient
specificity to give the Responding Party adequate notice of its nature. Unless
otherwise specified, time periods specified in this Schedule 6.4 shall be
calculated from the date of the Dispute Notice (the "Commencement Date").

2.       SELECTION OF ARBITRAL PANEL.

         2.1. The Arbitral Panel (the "Panel") shall consist of three
arbitrators, two of whom (the "Party Designated Arbitrators") shall be selected
by the parties pursuant to Section 2.2 hereof. The third arbitrator shall be a
"Neutral Arbitrator" selected by the Party Designated Arbitrators pursuant to
Section 2.3 hereof.

         2.2. The Initiating Party shall designate its Party Designated
Arbitrator in the Dispute Notice. Within fifteen days of the Commencement Date,
the Responding Party shall designate its Party Designated Arbitrator.

         2.3. Within forty-five days of the Commencement Date, the two Party
Designated Arbitrators shall agree upon and appoint a Neutral Arbitrator who
shall be an accountant and a partner in an international, "Big Six" accounting
firm.

         2.4. Each party agrees promptly to disclose to the other party any
circumstances known to it which would cause reasonable doubt regarding the
impartiality of an individual under consideration or appointed as the Neutral
Arbitrator and any such individual shall also promptly disclose to the parties
any such circumstances.

         2.5. During the process of selecting the Neutral Arbitrator and
thereafter during the course of this Proceeding, ex parte communications with
the Neutral Arbitrator or any individual under consideration as the Neutral
Arbitrator are prohibited and shall be disclosed by the party making any ex
parte communication, the Neutral Arbitrator or any individual under
consideration as a Neutral Arbitrator immediately upon discovery.

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3.       PRE-HEARING PROCEDURES.

         3.1. Within fifteen days of the appointment of the Neutral Arbitrator,
the Panel may convene a Pre-Hearing Conference to, inter alia, familiarize the
Neutral Arbitrator with the nature of the Dispute between the Parties, determine
the need for and the nature of discovery and establish a procedural schedule for
the further conduct of the Proceeding.

4.       DISCOVERY.

         4.1. Discovery, appropriately limited by the nature of the Dispute, is
expressly contemplated and permitted. However, the Parties acknowledge and agree
that one of the benefits of resolving Disputes through arbitration is the
opportunity reasonably to limit discovery. The Parties further agree that they
will endeavor to agree upon procedures and a schedule for discovery that will
result in a prompt and fair hearing under these procedures.

         4.2. Discovery requests and responses need not be served upon the Panel
but the Panel shall promptly convene upon motion of either party to resolve
discovery disputes, if any.

         4.3. Discovery will be completed within sixty days of the Pre-Hearing
Conference.

5.       SUBMISSION OF EVIDENCE AND HEARING.

         5.1. The Panel may receive evidence in the form of written statements
filed prior to Hearing for cross-examination on such statements or may receive
oral testimony at Hearing. Each party shall be entitled to submit rebuttal
testimony. The Panel may also permit opening and closing statements of counsel
at Hearing.

         5.2. The Panel shall convene for Hearing the evidence and argument of
the parties at a time and place to be established by the Panel. The Hearing
shall be held no later than thirty days after the close of discovery or thirty
days after the Pre-Hearing Conference if there is no discovery.

         5.3. At the Hearing, and for all other purposes related to the
Proceeding, the Initiating Party shall be deemed the party seeking affirmative
relief, shall go first and shall bear the burdens of proof and of persuasion.

         5.4.     The Hearing shall be transcribed.

6.       POST-HEARING PROCEDURES.

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         6.1. The Panel may request Post-Hearing briefs and, if it does so,
shall establish a schedule for submission of such briefs at the close of
Hearing.

         6.2. Within thirty days of the later of the close of the Hearing or its
receipt of Post-Hearing briefs, the Panel shall issue a written Decision and
Award which shall include findings of fact and explain the reasons for the
Decision.

7.       CONFIDENTIALITY.

         7.1. Unless otherwise agreed, the Proceeding and all information and
documents relating to it shall be kept confidential by the Parties, the Panel,
witnesses and all other persons involved with the Proceeding. Specifically, but
without limitation, the Confidential Information of the parties shall be
safeguarded and maintained as confidential by all participants in the
Proceeding.

8.       COSTS.

         8.1. The Neutral Arbitrator's fees and expenses, and all expenses of
the Pre-Hearing Conference, Hearing or any other aspect of the Proceeding not
directly attributable to either party, such as the cost of transcription of
Panel Hearings and rental of Hearing rooms, shall be borne equally by the
parties.

         8.2. The Panel shall in its Decision and Award determine whether and to
what extent either party is a prevailing party and entitled to an award of its
costs, including attorneys' fees.

9.       MISCELLANEOUS.

         9.1. The parties may agree at any time to depart from these procedures,
including the time periods herein established. Although not favored, the Panel
may also permit departures from these procedures and time periods absent
agreement of the parties to prevent a miscarriage of justice.

         9.2. Until the Neutral Arbitrator is appointed, any issue relating to
the Proceeding that is not provided for in these procedures shall be governed by
the Commercial Arbitration Rules of the American Arbitration Association. Once
the Neutral Arbitrator is appointed, the Panel is empowered to resolve all
issues not contemplated by these procedures and upon which the parties cannot
agree.

         9.3. The Panel may grant any remedy or relief that it deems just and
equitable and within the scope of the agreement of the parties, including, but
not limited to, specific performance of a contract, injunctive relief or other
equitable relief.

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<PAGE>

         9.4. These procedures contemplate a two-party Proceeding. If there are
more than two parties to a Proceeding, and they are unable by unanimous
agreement to align themselves as two parties, each party shall be entitled to
all the rights of a party hereunder, including specifically but without
limitation the right to appoint a Party Designated Arbitrator, and the Neutral
Arbitrator shall have a number of votes as to all matters decided by the Panel
equal to the sum of (i) the votes of all Party Designated Arbitrators, and (ii)
one.

         9.5. The Panel may, in its discretion, convene and act by conference
call for all purposes other than taking oral testimony.