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                                                                   Exhibit 10.23

                                                                  EXECUTION COPY

                            HOLDINGS PLEDGE AGREEMENT

         HOLDINGS PLEDGE AGREEMENT ("Pledge Agreement") dated March 23, 2004 by
and between TEAM HEALTH HOLDINGS, L.L.C., a Delaware limited liability company,
having an office at the address set forth on the signature page hereof (the
"Pledgor") and BANK OF AMERICA, N.A., as administrative agent (in such capacity,
together with its successors in such capacity, the "Administrative Agent") for
the Lenders from time to time party to the Credit Agreement described below.

                             PRELIMINARY STATEMENTS

         (1)      Team Health, Inc., a Tennessee corporation, having an office
at 1900 Winston Road, Suite 300, Knoxville, Tennessee 31919 (the "Borrower"),
has entered into a Credit Agreement, dated as of even date herewith (as it may
hereafter be amended, restated, supplemented, extended or otherwise modified
from time to time, the "Credit Agreement"; capitalized terms used and not
otherwise defined herein have the meanings ascribed to them in the Credit
Agreement), among the Lenders party thereto, the Guarantors party thereto, and
Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.

         (2)      As of the date hereof, the Pledgor is the owner of 9,289,273
shares of the Borrower's common Capital Stock, no par value (the "Pledged
Stock"), which is 92.7 % of the issued and outstanding shares of Capital Stock
of the Borrower.

         (3)      Pursuant to Article IV of the Credit Agreement, the Pledgor
has guaranteed, on a limited basis, to the Lenders and the Administrative Agent
the full payment and performance by the Borrower of all of the Borrower's
Obligations under the Credit Agreement and the other Loan Documents (such
guaranty by Pledgor, as it may hereafter be amended, restated, supplemented or
otherwise modified from time to time, the "Holdings Guaranty").

         (4)      It is a condition precedent to the effectiveness of the Credit
Agreement and the obligations of the Lenders to make their respective Loans and
to issue (or participate in) Letters of Credit under the Credit Agreement that
the Pledgor shall have executed and delivered this Pledge Agreement to the
Administrative Agent for the ratable benefit of the Lenders.

         NOW THEREFORE, in consideration of the premises and in order to induce
the Lenders to make their respective Loans and to issue (or participate in)
Letters of Credit under the Credit Agreement, the Pledgor hereby agrees with the
Administrative Agent, for the benefit of the Administrative Agent and the
ratable benefit of the Lenders, as follows:

         1.       Certain Definitions:

                  (a)      The term "Pledged Stock" as used herein shall mean
         and include the shares of Common Stock of the Borrower referred to in
         Preliminary Statement (2) above, and, also, any shares, stock
         certificates, options or rights issued by the Borrower as an

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         addition to, in substitution of, or in exchange for any such shares,
         and any and all proceeds thereof, now or hereafter owned or acquired by
         the Pledgor.

                  (b)      The term "Secured Obligations" as used herein shall
         mean all of the Obligations, now existing or hereafter arising pursuant
         to the Loan Documents and owing from any Loan Party to any Lender or
         the Administrative Agent, whether primary, secondary, direct,
         contingent, or joint and several, including, without limitation, all
         liabilities arising under Swap Contracts permitted under Section
         8.02(c)(v) of the Credit Agreement and/or Treasury Management
         Agreements between any Loan Party and any Lender or any Affiliate of a
         Lender and all obligations and liabilities incurred in connection with
         collecting and enforcing the foregoing.

                  (c)      The term "Lenders" as used herein shall include any
         Affiliate of any Lender which has entered into a Swap Contract
         permitted under Section 8.02(c)(v) of the Credit Agreement and/or a
         Treasury Management Agreement with any Loan Party.

         2.       (a) As collateral security for the due payment and performance
of the Secured Obligations, the Pledgor hereby pledges, assigns, hypothecates,
delivers and sets over to the Administrative Agent, on behalf of the Lenders, as
collateral security, all the Pledged Stock, and hereby grants to the
Administrative Agent, on behalf of the Lenders, a first security interest in all
the Pledged Stock and in any and all proceeds thereof and substitutions
therefor.

                  (b)      If the Pledgor shall become entitled to receive or
         shall receive any stock certificate (including, without limitation, any
         certificate representing a stock dividend or a distribution in
         connection with any reclassification, increase or reduction of
         capital), option or rights, whether as an addition to, in substitution
         of, or in exchange for any shares of the Pledged Stock, or otherwise,
         the Pledgor shall accept any such instruments as the agent for the
         Administrative Agent, shall hold them in trust for the Administrative
         Agent, and shall deliver them forthwith to the Administrative Agent in
         the exact form received, with the Pledgor's endorsement when necessary
         and/or appropriate stock powers duly executed in blank, to be held by
         the Administrative Agent, subject to the terms hereof, as further
         collateral security for the Secured Obligations.

                  (c)      Any or all shares of the Pledged Stock held by the
         Administrative Agent hereunder may, at the option of the Administrative
         Agent or its nominee be registered in the name of the Administrative
         Agent or nominee. The Administrative Agent or its nominee may, upon
         prior written notice to the Pledgor, after the occurrence and during
         the continuation of any Event of Default, exercise all voting and
         corporate rights at any meeting of the shareholders of the Borrower
         including, without limitation, the right to amend the by-laws, to
         remove the directors, with or without cause, and to nominate and elect
         successor directors, and exercise any and all rights of conversion,
         exchange, subscription or any other rights, privileges or options
         pertaining to any shares of the Pledged Stock as if it were the
         absolute owner thereof, including, without limitation, the right to
         receive dividends payable thereon, and the right to exchange, at its
         discretion, any and all of the Pledged Stock upon the merger,
         consolidation, reorganization, recapitalization or other readjustment
         of any corporation issuing any of such shares or

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         upon the exercise by any such issuer of any right, privilege or option
         pertaining to any shares of the Stock with any committee, depositary,
         transfer agent, registrar or other designated agency upon such terms
         and conditions as it may determine, all without liability except to
         account for property actually received by it, but the Administrative
         Agent shall have no duty to exercise any of the aforesaid rights,
         privileges or options and shall not be responsible for any failure to
         do so or delay in so doing.

                  (d)      Upon prior written notice to the Pledgor, in the
         event of the occurrence and continuation of any Event of Default, the
         Administrative Agent shall have the right to require that all cash
         dividends payable with respect to any part of the Pledged Stock be paid
         to the Administrative Agent to be held by the Administrative Agent as
         additional security hereunder until applied to the Secured Obligations.

                  (e)      In the event of the occurrence and continuation of
         any Event of Default, the Administrative Agent without demand of
         performance or other demand, advertisement or notice of any kind
         (except the notice specified below of time and place of public or
         private sale) to or upon the Pledgor or any other Person (all and each
         of which demands, advertisements and/or notices are, to the extent
         permitted by law, hereby expressly waived), may forthwith collect,
         receive, appropriate and realize upon the Pledged Stock, or any part
         thereof, and/or may forthwith sell, assign, give an option or options
         to purchase, contract to sell or otherwise dispose of and deliver the
         Pledged Stock, or any part thereof, in one or more parcels at public or
         private sale or sales, at any exchange, broker's board or at any of the
         Administrative Agent's offices or elsewhere at such prices and on such
         terms (including, without limitation, a requirement that any purchaser
         of all or any part of the Pledged Stock shall be required to purchase
         the shares constituting the Pledged Stock for investment and without
         any intention to make a distribution thereof) as it may deem best, for
         cash or on credit or for future delivery without assumption of any
         credit risk, with the right to the Administrative Agent or any
         purchaser upon any such sale or sales, whether public or private, to
         purchase the whole or any part of the Pledged Stock so sold, free of
         any right or equity of redemption in the Pledgor, which right or equity
         is hereby expressly waived and released.

                  (f)      The proceeds of any collection, recovery, receipt,
         appropriation, realization or sale as aforesaid, shall be applied as
         follows:

                           (i)      First, to the costs and expenses of every
                  kind incurred in connection therewith or incidental to the
                  care, safekeeping or otherwise of any and all of the Pledged
                  Stock or in any way relating to the rights of the
                  Administrative Agent hereunder, including reasonable
                  attorneys' fees and legal expenses;

                           (ii)     Second, to the satisfaction of the Secured
                  Obligations in accordance with Section 9.03 of the Credit
                  Agreement;

                           (iii)    Third, to the payment of any other amounts
                  required by applicable law; and

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                           (iv)     Fourth, to the Pledgor to the extent of the
                  surplus proceeds, if any.

                  (g)      The Administrative Agent need not give more than five
         (5) Business Days' notice to the Pledgor of the time and place of any
         public sale or of the time after which a private sale may take place
         and such notice shall be deemed to be reasonable notification of such
         matters.

                  (h)      The Pledgor hereby grants to the Administrative Agent
         full power, without notice to the Pledgor, and without in any way
         affecting the obligations of the Pledgor hereunder, to deal in any
         manner with the Borrower or the Secured Obligations or the collateral
         (other than the Pledged Stock, as to which the other provisions of this
         Pledge Agreement shall govern) securing any of the Secured Obligations
         (hereinafter called the "Collateral") and the Pledgor hereby
         irrevocably waives to the fullest extent permitted by applicable law
         any defenses it may now or hereafter have in any way relating to, any
         or all of the following: (i) any lack of validity or enforceability of
         any Loan Document or any agreement or instrument relating thereto; (ii)
         any change in the time, manner or place of payment of, or in any other
         term of, all or any of the Secured Obligations or any other obligations
         of any other Loan Party under the Loan Documents, or any amendment or
         waiver of or any consent to departure from any Loan Document,
         including, without limitation, any increase in the Secured Obligations
         resulting from the extension of additional credit to the Borrower or
         any of its Subsidiaries or otherwise; (iii) any taking, exchange,
         release or non-perfection of any Collateral, or any taking, release or
         amendment or waiver of or consent to departure from any other guaranty,
         for all or any of the Secured Obligations; (iv) any manner of
         application of Collateral, or proceeds thereof, to all or any of the
         Secured Obligations, or any manner of sale or other disposition of any
         Collateral for all or any of the Secured Obligations or any other
         obligations of any other Loan Party under the Loan Documents or any
         other assets of the Borrower or any of its Subsidiaries; (v) any
         change, restructuring or termination of the corporate structure or
         existence of the Borrower or any of its Subsidiaries; (vi) any failure
         of the Administrative Agent or any Lender to disclose to the Borrower
         or the Pledgor any information relating to the financial condition,
         operations, properties or prospects of any other Loan Party now or in
         the future known to the Administrative Agent or any Lender (the Pledgor
         waiving any duty on the part of the Administrative Agent or the Lenders
         to disclose such information); or (vii) any other circumstance
         (including, without limitation, any statute of limitations) or any
         existence of or reliance on any representation by the Administrative
         Agent or any Lender that might otherwise constitute a defense available
         to, or a discharge of, the Borrower, the Pledgor or any other guarantor
         or surety (other than payment). The Pledgor hereby waives presentment,
         demand for payment, protest and notice of dishonor or nonpayment of or
         with respect to the Secured Obligations. The obligations of the Pledgor
         under this Pledge Agreement are independent of the Secured Obligations
         of the Borrower or of any other obligations of any Loan Party or
         pledgor under the Loan Documents, and a separate action or actions may
         be brought and prosecuted against the Pledgor to enforce this Pledge
         Agreement, without joining the Borrower, any Loan Party or any other
         pledgor under the Loan Documents. The Administrative Agent may enforce
         its rights and remedies under this Pledge Agreement

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         without being obligated to resort first to the Borrower or the
         Collateral or to any other security or to any other remedy or remedies
         and may pursue all or any of its remedies at one or at different times.

                  (i)      In the event that the proceeds of any collection,
         recovery, receipt, appropriation, realization, or sale as aforesaid are
         insufficient to pay all amounts to which the Administrative Agent is
         legally entitled, the Pledgor will not be liable for any deficiency.

         3.       The Pledgor represents and warrants that:

                  (a)      The Pledged Stock is owned directly and beneficially
         and of record by the Pledgor, has been duly authorized and validly
         issued and is fully paid and non-assessable;

                  (b)      All of the shares of the Pledged Stock are owned by
         the Pledgor free and clear of any pledge, mortgage, hypothecation,
         lien, charge, encumbrance or any security interest in such shares or
         the proceeds thereof, except for the security interest granted to the
         Administrative Agent hereunder, Permitted Liens and unperfected Liens
         under Section 8.01(g) of the Credit Agreement; and

                  (c)      Upon delivery of the Pledged Stock to the
         Administrative Agent for the benefit of the Lenders, this Pledge
         Agreement creates and grants a valid first lien on and perfected
         security interest in the shares of the Pledged Stock and the proceeds
         thereof, subject to no prior security interest, lien, charge or
         encumbrance or to any agreement purporting to grant to any third party
         a security interest in the property or assets of the Pledgor that would
         include the Pledged Stock.

         4.       (a)      Except as expressly permitted by the Credit
Agreement, the Pledgor hereby covenants that so long as this Pledge Agreement
shall be in effect, in whole or in part, the Pledgor will not:

                           (i)      sell, convey or otherwise dispose of any
                  shares of the Pledged Stock or any interest therein, nor will
                  the Pledgor create, incur or permit to exist any pledge,
                  mortgage, lien, charge, encumbrance or any security interest
                  whatsoever with respect to any of the Pledged Stock or the
                  proceeds thereof other than that created hereby, except for
                  the security interest granted to the Administrative Agent
                  hereunder, Permitted Liens and unperfected Liens under Section
                  8.01(g) of the Credit Agreement unless any such sale,
                  conveyance or disposition is subject to this Pledge Agreement;
                  or

                           (ii)     consent to or approve the issuance of any
                  additional shares of any class of the issuer of the Pledged
                  Stock.

                  (b)      The Pledgor warrants and will defend the
         Administrative Agent's right, title, special property and security
         interest in and to the Pledged Stock against the claims of any Person.

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         5.       The Pledgor recognizes that the Administrative Agent may be
unable to effect a public sale of all or a part of the Pledged Stock, and may be
compelled to resort to one or more private sales to a restricted group of
purchasers who will be obligated to agree, among other things, to acquire such
securities for their own account, for investment and not with a view to the
distribution or resale thereof. The Pledgor acknowledges that any such private
sales may be at places and on terms less favorable to the seller than if sold at
public sales and agrees that such private sales shall be deemed to have been
made in a commercially reasonable manner, and that the Administrative Agent has
no obligation to delay sale of any such securities for the period of lime
necessary to permit the issuer of such securities to register such securities
for public sale under the Securities Act of 1933.

         6.       The Pledgor shall at any time and from time to time upon the
written request of the Administrative Agent execute and deliver such further
documents and do such further acts and things as the Administrative Agent may
reasonably request in order to effect the purposes of this Pledge Agreement,
including, without limitation, delivering to the Administrative Agent on the
date hereof or at any time hereafter irrevocable proxies in respect of the
Pledged Stock in the form of Exhibit A hereto.

         7.       (a)      Beyond the exercise of reasonable care to assure the
safe custody of the Pledged Stock while held hereunder, the Administrative Agent
shall have no duty or liability to preserve rights pertaining thereto, and shall
be relieved of all responsibility for the Pledged Stock upon surrendering it to
the Pledgor or in accordance with the Pledgor's instructions.

                  (b)      No course of dealing between the Pledgor and the
         Administrative Agent, nor any failure to exercise, nor any delay in
         exercising, on the part of the Administrative Agent, any right, power
         or privilege hereunder or under any of the Loan Documents shall operate
         as a waiver thereof nor shall any single or partial exercise of any
         right, power or privilege hereunder or thereunder preclude any other or
         further exercise thereof or the exercise of any other right, power or
         privilege.

                  (c)      The rights and remedies herein provided are
         cumulative and are in addition to, and not exclusive of, any rights or
         remedies provided by law including, without limitation, the rights and
         remedies of a secured party under the Uniform Commercial Code.

                  (d)      The provisions of this Pledge Agreement are
         severable, and if any clause or provision shall be held invalid or
         unenforceable in whole or in part in any jurisdiction, then such
         invalidity or unenforceability shall affect only such clause or
         provision, or part thereof, in such jurisdiction and shall not in any
         manner affect such clause or provision in any other jurisdiction, or
         any other clause or provision in this Pledge Agreement in any
         jurisdiction,

         8.       All notices and other communications pursuant to this Pledge
Agreement shall be in writing, either by letter (delivered by hand or commercial
messenger service or sent by

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registered or certified mail, return receipt requested) or telegram or telecopy,
addressed as follows:

                  (a)      If to the Pledgor:

                           Team Health Holdings, L.L.C.
                           do Madison Dearborn Partners
                           Three Bank One Plaza
                           Suite 3800
                           Chicago, Illinois 60602
                           Attention: Nick Alexos
                           Telephone No.: (312) 895-1260
                           Facsimile No.: (312) 895-1256

                           with copies to:

                           Cornerstone Equity Investors
                           717 Fifth Avenue
                           Suite 1100
                           New York, New York 10022
                           Attention: Dana O'Brien
                           Telephone No.: (212) 753-0901
                           Facsimile No.: (212) 826-6798

                           and

                           Kirkland & Ellis
                           200 East Randolph Drive
                           Chicago, Illinois 60601
                           Attention: Sanford Perl; Andrew Kaufman
                           Telephone No.: (312) 861-2291
                           Facsimile No.: (312) 861-2200

                  (b)      if to the Administrative Agent:

                           Bank of America, N.A.
                           CA5-701-05-19
                           1455 Market Street
                           San Francisco, CA 94103
                           Attention: Aamir Saleem
                           Telephone No.: (415 ) 436-2769
                           Facsimile No.: (415) 503-5089

         9.       Any notice or other communication hereunder shall be deemed to
have been given on the day on which it is telecopied to such party at its
telecopier number specified above or delivered by hand or such commercial
messenger service to such party at its address specified

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above, or, if sent by mail, on the third Business Day after the day deposited in
the mail, postage prepaid, or in the case of telegraphic notice, when delivered
to the telegraph company, addressed as aforesaid. Any party hereto may change
the Person, address or telecopier number to whom or which notices are to be
given hereunder, by notice duly given hereunder; provided, however, that any
such notice shall be deemed to have been given hereunder only when actually
received by the party to which it is addressed.

         10.      This Pledge Agreement shall be binding upon the Pledgor and
its successors and assigns and shall inure to the benefit of the Administrative
Agent and its successors for the benefit of the Administrative Agent and the
ratable benefit of the Lenders, and their respective successors and assigns.

         11.      THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, ANY CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE. LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO ITS RULES PERTAINING TO CONFLICTS OF LAWS (OTHER THAN GENERAL
OBLIGATIONS LAW SECTION 5-1401).

         12.      The Pledgor's obligations under this Pledge Agreement are
limited to the Pledgor's interest in the Pledged Stock, and notwithstanding any
other provision herein contained, the Administrative Agent shall have no remedy
against the Pledgor other than to realize upon the security interest in, pledge
of and assignment of the Pledged Stock provided for herein.

         13.      Upon the latest of (i) the indefeasible payment in full in
cash of the Secured Obligations (other than contingent indemnification
obligations) and the termination of the Commitments under the Credit Agreement,
(ii) the expiration, termination or cancellation of all of the Letters of Credit
and (iii) the Maturity Date, the pledge by the Pledgor hereby shall terminate
and all rights to the Pledged Stock shall revert to the Pledgor. Upon any such
termination, the Administrative Agent will, at the Pledgor's expense, execute
and deliver to the Pledger such documents as the Pledgor shall reasonably
request to evidence such termination.

                            [SIGNATURE PAGE FOLLOWS]

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         IN WITNESS WHEREOF, the parties have caused this Pledge Agreement to be
duly executed and delivered by its respective officer thereunto duly authorized
as of the date first above written.

                                      TEAM HEALTH HOLDINGS, L.L.C.

                                      By:     /s/ Robert Abramowski
                                              ---------------------

                                      Name:   Robert Abramowski

                                      Title:  Executive Vice President


                                      Address:  c/o Madison Dearborn Partners
                                                Three Bank One Plaza
                                                Suite 3800
                                                Chicago, Illinois 60602

                                      BANK OF AMERICA, N.A.
                                      as Administrative Agent

                                      By:     /s/ Aamir Saleem
                                              ----------------

                                      Name:   Aamir Saleem

                                      Title:  Vice President


                                      Address:  Bank of America, N.A.
                                                CA5-701-05-19
                                                1455 Market Street
                                                San Francisco, CA 94103
                                                Attention: Aamir Saleem

                                                               SIGNATURE PAGE TO
                                                       HOLDINGS PLEDGE AGREEMENT
                                                               TEAM HEALTH, INC.
                                                                      MARCH 2004
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                                    EXHIBIT A
                                       TO
                                PLEDGE AGREEMENT

                                IRREVOCABLE PROXY

         KNOW ALL MEN BY THESE PRESENTS that, the undersigned does hereby make,
constitute and appoint BANK OF AMERICA, as Administrative Agent (the
"Administrative Agent"), and each of the Administrative Agent's officers and
employees, its true and lawful attorneys, for it and in its name, place and
stead, to act as its proxy in respect of the shares of Capital Stock (including
Common Stock and Preferred Stock) of TEAM HEALTH, INC., a Tennessee corporation
(hereinafter referred to as the "Corporation"), that the undersigned now or
hereafter may own or hold, including, without limitation, the right, on its
behalf to demand the call by any proper officer of the Corporation pursuant to
the provisions of its Certificate of Incorporation or By-Laws and as permitted
by law of a meeting of its shareholders and at any such meeting of shareholders,
annual, general or special, to vote for the transaction of any and all business
that may come before such meeting, or at any adjournment thereof, including,
without limitation, the right to vote for the sale of all or any part of the
assets of the Corporation and/or the liquidation and dissolution of the
Corporation; giving and granting to its said attorneys full power and authority
to do and perform each and every act and thing whether necessary or desirable to
be done in and about the premises, as fully as it might or could do if
personally present with full power of substitution, appointment and revocation,
hereby ratifying and confirming all that its said attorneys shall do or cause to
be done by virtue hereof.

         This Proxy is given to the Administrative Agent and to its officers and
employees in consideration of the credit to be extended to the Corporation by
the Lenders described in a certain Pledge Agreement of even, date herewith
between the undersigned and the Administrative Agent (pursuant to which the
undersigned pledged the shares of Capital Stock referred to above to the
Administrative Agent as pledgee) and in order to carry out the covenant of the
undersigned contained in such Pledge Agreement, and this Proxy shall not be
revocable or revoked by the undersigned, shall be binding upon the undersigned
and its successors and assigns until the payment in full of all of the Secured
Obligations (as defined in the aforesaid Pledge Agreement, but other than
contingent indemnification obligations) and may be exercised only after the
occurrence and during the continuation of an Event of Default under the Credit
Agreement (as such terms are defined in the aforesaid Pledge Agreement).

         IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy
this ___ day of March, 2004.

                                    TEAM HEALTH HOLDINGS, L.L.C.

                                    By: ________________________________________
                                    Name: H. Lynn Massingale, M.D.
                                    Title: President and Chief Executive Officer