DEMAND PROMISSORY NOTE





$1,000,000                                         Dated as of August 19, 1998



            FOR VALUE RECEIVED, the undersigned, DOCTORS HEALTH, INC., a
Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY ON DEMAND to the
order of THE BEACON GROUP III - FOCUS VALUE FUND, L.P. (the "Lender") the
aggregate principal amount of ONE MILLION AND 00/100 DOLLARS ($1,000,000) (the
"Principal Amount") on the date of demand for payment of principal and interest
hereunder and outstanding on such date of demand, in lawful money of the United
States of America ("U.S. Dollars" or "$") and in same day funds; provided that
in the absence of any demand by the Lender for payment hereof on or prior to
November 15, 1998 (the "Maturity Date"), the Borrower hereby unconditionally
promises to pay to the Lender such principal amount, and interest thereon to the
date of payment, in such funds on the Maturity Date (or, if the Maturity Date
shall fall on a day that is not a Business Day (as hereinafter defined), the
next succeeding Business Day).

            The Borrower promises to pay interest on the unpaid Principal Amount
from the date hereof until such principal amount is paid in full, at a rate (the
"Interest Rate") initially equal to fifteen percent (15%) per annum payable in
arrears on the date the Principal Amount shall be repaid in full; provided,
however, that if and to the extent that any principal remains outstanding and
unpaid hereunder after the Maturity Date, the Interest Rate shall automatically
increase incrementally by an additional one percent (1%) commencing on the
Maturity Date and every two weeks thereafter with respect to any such
outstanding and unpaid principal effective as of such date; provided; further;
that the Interest Rate shall not exceed the maximum rate permitted by law. Upon
the occurrence and during the continuance of a Default, the Borrower shall pay
interest on (i) the unpaid Principal Amount owing to the Lender and (ii) to the
fullest extent permitted by law, the amount of any interest, fee or other amount
payable hereunder that is not paid when due, from the date such amount shall be
due until such amount shall be paid in full and on demand, at a rate per annum
equal at all times to the higher of twenty percent (20%) per annum or the
applicable Interest Rate required to be paid thereon pursuant to the preceding
sentence.

            If, and only if, the Lender purchases equity securities issued by
the Borrower after the date of this Note for an aggregate purchase price in
excess of the outstanding Principal Amount and any accrued but unpaid interest
thereon, it is the Lenders present intent that this Note shall be canceled
simultaneously with the consummation of such purchase and the then-outstanding
Principal Amount and any accrued but unpaid interest thereon shall be credited
against (and subtracted from) the aggregate purchase price payable by the Lender
for such equity securities. The Borrower hereby acknowledges and agrees that the
foregoing sentence reflects the Lender's present intention only and does not
constitute any agreement, understanding, obligation or commitment of any kind on
the part of the Lender to make any equity or other investment in the Borrower of
any kind and that any determination to make any future equity investment in the
Borrower shall be in the sole and absolute discretion of Lender. This paragraph


<PAGE>


does not amend or modify any of the terms of this Note, including, without
limitation, any provisions regarding payment of any amounts due hereunder, all
of which terms shall remain in full force and effect as set forth herein.

            The Events of Default contained in Article IV hereof are intended
only to establish an expected course of conduct of the parties hereto, and shall
in no event be construed as a limitation of the rights of the Lender with
respect to this Note, including the absolute right of the Lender to demand
payment in full of the outstanding Principal Amount, together with interest
accrued thereon, and all other amounts due and payable by the Borrower hereunder
at any time and for any reason whatsoever.



                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

            SECTION 1.01. Certain Defined Terms. As used herein, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

            "Affiliate" means, as to any person, any other person that, directly
or indirectly, controls, is controlled by or is under common control with such
person or is a director or officer of such person. For purposes of this
definition, the term "control" (including the terms "controlling," "controlled
by" and "under common control with") of a person means the possession, direct or
indirect, of the power to vote 5% or more of the voting stock of such person or
to direct or cause the direction of the management and policies of such person,
whether through the ownership of voting stock, by contract or otherwise.

            "Business Day" means any day other than Saturday, Sunday, or a day
that banks are closed in New York City.

            "Debt" of any person means (a) all indebtedness of such person for
borrowed money, (b) all obligations of such person for the deferred purchase
price of property or services (other than trade or accounts payable not overdue
by more than 60 days incurred in the ordinary course of such person's business),
(c) all obligations of such person evidenced by notes, bonds, debentures or
other similar instruments, (d) all obligations of such person created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all obligations of such person as
lessee under leases that have been or should be, in accordance with GAAP,
recorded as capitalized leases, (f) all obligations, contingent or otherwise, of
such person under acceptance, letter of credit or similar facilities, (g) all
Debt of others referred to in clauses (a) through (f) above or clause (h) below
guaranteed directly or indirectly in any manner by such person, or in effect
guaranteed directly or indirectly by such person through an agreement (i) to pay
or purchase such Debt or to advance or supply funds for the payment or purchase
of such Debt, (ii) to purchase, sell or lease (as lessee or lessor) property, or
to purchase or sell services, primarily for the purpose of enabling the debtor
to make payment of such Debt or to assure the holder of such Debt against loss,
(iii) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such
property is received or such services are rendered) or (iv) otherwise to assure
a creditor against loss, and (h)


                                      -2-

<PAGE>


all Debt referred to in clauses (a) through (g) above of another person secured
by (or for which the holder of such Debt has an existing right, contingent or
otherwise, to be secured by) any Lien on property (including, without
limitation, accounts and contract rights) owned by such person, even though such
person has not assumed or become liable for the payment of such Debt.

            "Default" means any Event of Default or any event that would
constitute an Event of Default but for the requirement that notice be given or
time elapse or both.

            "GAAP" means generally accepted accounting principles as applied in
the preparation of the Borrower's financial statements.

            "Lien" means any lien, security interest or other charge or
encumbrance of any kind, or any other type of preferential arrangement,
including, without limitation, the lien or retained security title of a
conditional vendor and any easement, right of way or other encumbrance on title
to real property.

            "Net Cash Proceeds" means, with respect to any sale, lease, transfer
or other disposition of any asset or the sale or issuance of any Debt or capital
stock or other ownership or profit interest, any securities convertible into or
exchangeable for capital stock or other ownership or profit interest or any
warrants, rights, options or other securities to acquire capital stock or other
ownership or profit interest by any person, the aggregate amount of cash
received from time to time (whether as initial consideration or through payment
or disposition of deferred consideration) by or on behalf of such person in
connection with such transaction after deducting therefrom only (without
duplication) (a) reasonable and customary brokerage commissions, underwriting
fees and discounts, legal fees, finder's fees and other similar fees and
commissions and (b) the amount of taxes payable in connection with or as a
result of such transaction, in each case to the extent, but only to the extent,
that the amounts so deducted are, at the time of receipt of such cash, actually
paid to a person that is not an Affiliate of such person and are properly
attributable to such transaction or to the asset that is the subject thereof.

            "Subsidiary" of any person means any corporation, partnership, joint
venture, limited liability company, trust or estate of which (or in which) more
than 50% of (a) the issued and outstanding capital stock having ordinary voting
power to elect a majority of the board of directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any
contingency), (b) the interest in the capital or profits of such partnership,
joint venture or limited liability company or (c) the beneficial interest in
such trust or estate is at the time directly or indirectly owned or controlled
by such person, by such person and one or more of its other Subsidiaries or by
one or more of such person's other Subsidiaries.

            "Termination Date" means the earliest of (i) the date the Lender has
made a demand for payment hereunder, (ii) the Maturity Date, (iii) the
occurrence of an Event of Default, and (iv) the date the Borrower closes a debt
or equity financing of an amount in excess of $5,000,000.

            SECTION 1.02. Computation of Time Periods. In this Note in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding."

            SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP.


                                      -3-

<PAGE>



                                   ARTICLE II

                                    PAYMENT

            SECTION 2.01. Prepayments. (a) Optional. The Borrower may, upon at
      least two Business Days' notice to the Lender stating the proposed date
      and principal amount of the prepayment, and if such notice is given the
      Borrower shall, prepay this Note in whole with accrued interest to the
      date of such prepayment on the amount prepaid, but without premium or
      penalty.

                  (b) Mandatory. (i) The Borrower shall repay to the Lender,
            upon the Termination Date, the aggregate outstanding Principal
            Amount plus accrued interest to the date of such repayment on the
            amount repaid.

                        (ii) The Borrower shall, on the date of receipt of the
            Net Cash Proceeds by the Borrower or any Subsidiary of the Borrower
            from (x) the sale, lease, transfer or other disposition of any
            assets of the Borrower or any Subsidiary of the Borrower, (y) the
            incurrence or issuance by the Borrower or any Subsidiary of the
            Borrower of any Debt, (z) the sale or issuance by the Borrower or
            any Subsidiary of the Borrower of any capital stock or other
            ownership or profit interest, any securities convertible into or
            exchangeable for capital stock or other ownership or profit interest
            or any warrants, rights or options to acquire capital stock or other
            ownership or profit interest, apply 100% of such Net Cash Proceeds
            (or such lesser amount as may be required to pay in full the
            Principal Amount of this Note and all interest accrued thereon to
            the date of payment) to the prepayment of the outstanding Principal
            Amount of this Note and all interest accrued on the amount prepaid.

            SECTION 2.02. Payments and Computations. (a) The Borrower shall make
      each payment hereunder, irrespective of any right of counterclaim or
      set-off, not later than 2:00 P.M. (New York City time) on the day when due
      in U.S. Dollars to the Lender by wire transfer in same day funds to the
      account designated by Lender at least one Business Day prior to the date
      when payment hereunder is due.

                  (b) All computations of interest shall be made by the Lender
      on the basis of a year of 360 days for the actual number of days
      (including the first day but excluding the last day) occurring in the
      period for which such interest is payable.

                  (c) Whenever any payment hereunder shall be stated to be due
      on a day other than a Business Day, such payment shall be made on the next
      succeeding Business Day, and such extension of time shall in such case be
      included in the computation of payment of interest.

            SECTION 2.03. Tax. (a) Any and all payments by the Borrower
      hereunder shall be made free and clear of and without deduction for any
      and all present or future taxes, levies, imposts, deductions, charges or
      withholdings, and all liabilities with respect thereto (all such taxes,
      levies, imposts, deductions, charges, withholdings and liabilities in
      respect of payments hereunder being hereinafter referred to as "Taxes").
      If the Borrower shall be required by law to deduct any Taxes from or in
      respect of any sum payable hereunder to the Lender, (i) the sum payable
      shall be increased as may be necessary so that after making all required
      deductions (including deductions applicable to additional


                                      -4-

<PAGE>


      sums payable under this Section 2.03) the Lender receives an amount equal
      to the sum it would have received had no such deductions been made, (ii)
      the Borrower shall make such deductions and (iii) the Borrower shall pay
      the full amount deducted to the relevant taxation authority or other
      authority in accordance with applicable law.

                  (b) In addition, the Borrower shall pay any present or future
      stamp, documentary, excise, property or similar taxes, charges or levies
      that arise from any payment made hereunder or from the execution, delivery
      or registration of, performing under, or otherwise with respect to, this
      Note (hereinafter referred to as "Other Taxes").

                  (c) The Borrower shall indemnify the Lender for and hold it
      harmless against the full amount of Taxes and Other Taxes, and for the
      full amount of taxes of any kind imposed by any jurisdiction on amounts
      payable under this Section 2.03, imposed on or paid by the Lender and any
      liability (including penalties, additions to tax, interest and expenses)
      arising therefrom or with respect thereto. This indemnification shall be
      made within 30 days from the date the Lender makes written demand
      therefor.

                  (d) Within 30 days after the date of any payment of Taxes, the
      Borrower shall furnish to the Lender, at its address referred to in
      Section 5.02, the original or a certified copy of a receipt evidencing
      such payment. In the case of any payment hereunder by or on behalf of the
      Borrower if the Borrower determines that no Taxes or Other Taxes are
      payable in respect thereof, upon request the Borrower shall furnish an
      opinion of counsel acceptable to the Lender stating that such payment is
      exempt from Taxes or Other Taxes.

                  (e) Without prejudice to the survival of any other agreement
      with the Borrower hereunder, the agreements and obligations contained in
      this Section 2.03 shall survive the payment in full of any amounts due
      hereunder.



                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTEES

            SECTION 3.01.  Representations  and  Warranties  of the  Borrower.
The Borrower represents and warrants as follows:

            (a) The Borrower is a corporation duly incorporated, validly
      existing and in good standing under the laws of Delaware.

            (b) The execution, delivery and performance by the Borrower of this
      Note and the consummation of the transactions contemplated hereby are
      within the Borrower's corporate powers, have been duly authorized by all
      necessary corporate and stockholder action, and do not (i) contravene the
      Borrower's charter or by-laws, (ii) violate any law, rule, regulation,
      order, writ, judgment, injunction, decree, determination or award, (iii)
      conflict with or result in the breach of, or constitute a default under,
      any material contract, loan agreement, indenture, mortgage, deed of trust,
      lease or other instrument binding on or affecting the Borrower or any of
      its Subsidiaries or any of their material properties or (iv) result in or
      require the creation or imposition of any Lien upon or with respect to any
      of the material properties of the Borrower or any of its Subsidiaries.
      Neither the Borrower nor any of its Subsidiaries is in violation of any
      such law, rule, regulation, order, writ, judgment, injunction, decree,
      determination or award or in breach of any such


                                      -5-

<PAGE>


      contract, loan agreement, indenture, mortgage, deed of trust, lease or
      other instrument, the violation or breach of which could reasonably be
      expected to have a material adverse effect on (x) the business, condition
      (financial or otherwise), operations, performance, properties or prospects
      of the Borrower or any of its material Subsidiaries, (y) the rights and
      remedies of the Lender under the Borrower or (z) the ability of the
      Borrower to perform its obligations hereunder.

            (c) No authorization or approval or other action by, and no notice
      to or filing with, any governmental authority or regulatory body or other
      third party is required for the due execution, delivery and performance by
      the Borrower of this Note or any other transaction contemplated hereby.

            (d) This Note is the legal, valid and binding obligation of the
      Borrower, enforceable against the Borrower in accordance with its terms.

            (e) Neither the Borrower nor any of its Subsidiaries is an
      "investment company," or an "affiliated person" of, or "promoter" or
      "principal underwriter" for, an "investment company," as such terms are
      defined in the Investment Company Act of 1940, as amended. Neither the
      borrowing of any funds hereunder nor the application of the proceeds or
      repayment thereof by the Borrower, nor the consummation of the other
      transactions contemplated hereby, will violate any provision of such act
      or any rule, regulation or order of the Securities and Exchange Commission
      thereunder.



                                   ARTICLE IV

                               EVENTS OF DEFAULT

            SECTION 4.01. Events of Default. If any of the following events
("Events of Default") shall occur and be continuing, which events are listed for
purposes of illustration only and shall not be construed to limit in any way the
absolute right of the Lender to demand payment in full of the outstanding
Principal Amount, together with interest accrued thereon, and all other amounts
due and payable by the Borrower hereunder at any time and for any reason
whatsoever:

            (a) (i) the Borrower shall fail to pay any portion of the Principal
      Amount when the same shall become due and payable or (ii) the Borrower
      shall fail to pay any interest on any portion of the Principal Amount when
      the same becomes due and payable; or

            (b) the Borrower or any of its Subsidiaries shall generally not pay
      its debts as such debts become due, or shall admit in writing its
      inability to pay its debts generally, or shall make a general assignment
      for the benefit of creditors; or any proceeding shall be instituted by or
      against the Borrower or any of its Subsidiaries seeking to adjudicate it a
      bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
      arrangement, adjustment, protection, relief, or composition of it or its
      debts under any law relating to bankruptcy, insolvency or reorganization
      or relief of debtors, or seeking the entry of an order for relief or the
      appointment of a receiver, trustee, or other similar official for it or
      for any substantial part of its property and, in the case of any such
      proceeding instituted against it (but not instituted by it) that is being
      diligently contested by it in good faith, either such proceeding shall
      remain undismissed or unstayed for a period of 30 days or


                                      -6-

<PAGE>


      any of the actions sought in such proceeding (including, without
      limitation, the entry of an order for relief against, or the appointment
      of a receiver, trustee, custodian or other similar official for, it or any
      substantial part of its property) shall occur; or the Borrower or any of
      its Subsidiaries shall take any corporate action to authorize any of the
      actions set forth above in this subsection (b);

then, and in any such event, without prejudice to the right of the Lender to
demand payment of the outstanding Principal Amount at any time for any reason,
the Lender may by notice to the Borrower, declare this Note, all interest
thereon and all other amounts payable hereunder to be forthwith due and payable,
whereupon this Note, all such interest and all such amounts shall become and be
forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower;
provided, however, that if an Event of Default described in Section 4.01(b)
shall occur, this Note, all such interest and all such amounts shall
automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
the Borrower.



                                   ARTICLE V

                                 MISCELLANEOUS

            SECTION 5.01. Amendments, Etc. No amendment or waiver of any
provision of this Note, nor consent to any departure by the Borrower herefrom,
shall in any event be effective unless the same shall be in writing and signed
by the Lender, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

            SECTION 5.02. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic,
telex or cable communication) and mailed, telecopied, telegraphed, telexed,
cabled or delivered, if to the Borrower, at 10451 Mill Run Circle, 10th Floor,
Owings Mills, Maryland 21117, Attention: Chief Financial Officer, Facsimile
(410) 654-5806; and if to the Lender, c/o The Beacon Group, 399 Park Avenue,
17th Floor, New York, New York 10022, Attention: Eric R. Wilkinson, Facsimile
(212) 339-9109, with a copy to Fried, Frank, Harris, Shriver & Jacobson, One New
York Plaza, New York, New York 10004, Attention: David Shine, Facsimile (212)
859-8587; or as to each such party, at such other address as shall be designated
by such party in a written notice to the other party. All such notices and
communications shall, when mailed, telecopied, telegraphed, telexed or cabled,
be effective when deposited in the mails, telecopied, delivered to the telegraph
company, confirmed by telex answerback or delivered to the cable company,
respectively.

            SECTION 5.03. Assignments. The Lender may assign to one or more
other entities all or a portion of its rights and obligations under this Note
with the prior written consent of the Borrower, which consent shall not be
unreasonably withheld.

            SECTION 5.04. No Waiver; Remedies. No failure on the part of the
Lender to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.


                                      -7-

<PAGE>


            SECTION 5.05. Costs and Expenses. (a) The Borrower agrees to pay on
      demand all reasonable costs and expenses in connection with the
      preparation, execution, delivery, administration, modification and
      amendment of this Note and any other instruments and documents to be
      delivered in connection herewith, including, without limitation, the
      reasonable fees and out-of-pocket expenses of counsel for the Lender with
      respect thereto and with respect to advising the Lender as to its rights
      and responsibilities under this Note. The Borrower further agrees to pay
      on demand all losses, costs and expenses, if any (including reasonable
      counsel fees and expenses), in connection with the enforcement (whether
      through negotiations, legal proceedings or otherwise) of this Note and any
      other instruments and documents delivered in connection herewith. In
      addition, the Borrower shall pay any and all stamp and other taxes payable
      or determined to be payable in connection with the execution and delivery
      of this Note and any other instruments and documents delivered in
      connection herewith, and agrees to save the Lender harmless from and
      against any and all liabilities with respect to or resulting from any
      delay in paying or omission to pay such taxes.

                  (b) The Borrower agrees to indemnify and hold harmless the
      Lender and each of its Affiliates and their officers, directors,
      stockholders, members, employees, agents and advisors (each, an
      "Indemnified Party") from and against any and all claims, damages, losses,
      liabilities and expenses (including, without limitation, reasonable fees
      and expenses of counsel) that may be incurred by or asserted or awarded
      against any Indemnified Party, in each case arising out of or in
      connection with or by reason of, or in connection with the preparation for
      a defense of, any investigation, litigation or proceeding arising out of,
      related to or in connection with this Note, any of the transactions
      contemplated herein or the actual or proposed use of the proceeds of this
      Note, in each case whether or not such investigation, litigation or
      proceeding is brought by the Borrower, its directors, shareholders or
      creditors or an Indemnified Party or any other person or any Indemnified
      Party is otherwise a party thereto, except to the extent such claim,
      damage, loss, liability or expense is found in a final, non-appealable
      judgment by a court of competent jurisdiction to have resulted from such
      Indemnified Party's negligence or willful misconduct.

                  (c) Without prejudice to the survival of any other agreement
      of the Borrower hereunder, the agreements and obligations of the Borrower
      contained in this Section 5.05 shall survive the payment in full of
      principal, interest and all other amounts payable under this Note.

            SECTI0N 5.06. Right of Set-off. Upon the nonpayment of any amounts
due hereunder after demand therefor, the Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all indebtedness or other obligations at any time owing by the
Lender to or for the credit or the account of the Borrower against any and all
of the obligations of the Borrower now or hereafter existing under this Note.
The Lender agrees promptly to notify the Borrower after any such set-off and
application; provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of the Lender under this
Section 5.06 are in addition to other rights and remedies (including, without
limitation, other rights of set-off) that the Lender may have.

            SECTION 5.07.  Binding  Effect.  This Note shall be  binding  upon
and inure to the benefit of the Borrower  and the Lender and their  respective
successors and assigns.


                                      -8-

<PAGE>


            SECTION 5.08.  Governing  Law.  This Note shall be governed by the
internal laws of the State of New York.

            SECTION 5.09. Jurisdiction, Etc. (a) Each of the parties hereto
      hereby irrevocably and unconditionally submits, for itself and its
      property, to the nonexclusive jurisdiction of any New York State court or
      U.S. federal court sitting in New York City, and any appellate court from
      any thereof, in any action or proceeding arising out of or relating to
      this Note, or for recognition or enforcement of any judgment, and the
      Borrower hereby irrevocably and unconditionally agrees that all claims in
      respect of any such action or proceeding may be heard and determined in
      any such New York State court or, to the extent permitted by law, in such
      federal court. The Borrower agrees that a final judgment in any such
      action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by
      law. Nothing in this Note shall affect any right that the Lender may
      otherwise have to bring any action or proceeding relating to this Note in
      the courts of any jurisdiction.

                  (b) The Borrower irrevocably and unconditionally waives, to
      the fullest extent it may legally and effectively do so, any objection
      that it may now or hereafter have to the laying of venue of any suit,
      action or proceeding arising out of or relating to this Note in any New
      York State or U.S. federal court. The Borrower hereby irrevocably waives,
      to the fullest extent permitted by law, the defense of an inconvenient
      forum to the maintenance of such action or proceeding in any such court.

            SECTION 5.10. Waiver of Jury Trial. THE BORROWER AND THE LENDER
HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS NOTE OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

            SECTION 5.11. Limitation on Interest. No provision of this Note
shall require the payment or permit the collection of interest in excess of the
maximum rate of interest which may be charged or collected by the Lender
permitted by applicable law.

            SECTION 5.12. Non-recourse. The Lender, by its acceptance of this
Note, hereby agrees that no officer, director, shareholder (whether direct or
indirect) or Affiliate of the Borrower shall have any obligation or liability
with respect to this Note or any other document executed in connection herewith,
and that the Lender's recourse shall be limited to the Borrower and its assets.


                                      -9-


<PAGE>


            IN WITNESS WHEREOF, the Borrower has caused this Note to be executed
by its officer thereunto duly authorized, as of the date first above written.



                                       DOCTORS HEALTH, INC.



                                       By   /s/ Stewart B. Gold
                                            _________________________________

                                       Title:  President and Chief Executive
                                               Officer


                                      -10-