1

                               SERVICES AGREEMENT


          AGREEMENT  made as of the  12th  day of  August,  1996 by and  between
RAMSAY HEALTH CARE, INC., a Delaware corporation (the "Company"), and HEALTHLINK
ENTERPRISES, INC., a Florida corporation (the "Advisor").

                              W I T N E S S E T H :

          WHEREAS, the Company wishes to retain the services of the Advisor, and
the  Advisor  wishes to  provide  services  to the  Company,  upon the terms and
conditions hereinafter set forth;

          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
agreements hereinafter set forth, the parties hereto hereby agree as follows:

          1. Engagement.

          1.1 The  Company  agrees  to  retain  the  Advisor  as an  independent
contractor,  and the  Advisor  agrees to serve  the  Company  as an  independent
contractor,  for the term set forth in Section 1.2,  with the  responsibilities,
duties  and  authority  set  forth  in  Section  2 and on the  other  terms  and
conditions  set forth in this  Agreement.  The Advisor shall make available such
individual or individuals as are required to perform Advisor's duties hereunder,
all of whom shall be subject to the advance  written  approval  of the  Company,
which approval may be granted or withheld by the Company in its sole  discretion
(all such individuals hereinafter  collectively referred to as the "Executive").
Carol C. Lang is hereby  approved  by the  Company  to act as an  Executive  for
purposes of performing the duties of the Advisor under this Agreement.

          1.2 The term of the Advisor's  engagement  under this  Agreement  (the
"term of this Agreement")  shall commence on the date hereof and shall terminate
on August 12, 1998, unless extended or sooner terminated in accordance with this
Agreement.

          1.3 As of January 31, 1998 and each  subsequent  January 31 during the
term of this Agreement (each, an "Automatic Renewal Date"),  unless either party
shall have given a notice of non-extension on or prior to such Automatic Renewal
Date, the term of this Agreement shall be extended automatically for a period of
one (1) year to the anniversary of the expiration date of the then-current  term
of this  Agreement.  Once a notice of  non-extension  shall  have been  given by
either party, there shall be no further automatic extension of this Agreement.




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                                                                               2

          2. Duties.

          During  the  term of this  Agreement,  the  Advisor  shall  cause  the
Executive to serve in the position of Chief  Financial  Officer of the  Company.
The Advisor  shall cause the  Executive to perform,  faithfully  and diligently,
such duties and such responsibilities, appropriate to such position, as shall be
assigned from time to time by the President and Chief  Operating  Officer of the
Company.  The  Advisor  shall  cause the  Executive  to report  directly  to the
President and Chief  Operating  Officer of the Company.  The Advisor shall cause
the Executive to devote such time to the  performance  of the  Advisor's  duties
hereunder as shall be equal to eighty  percent (80%) of the normal working hours
of executive  employees of the Company.  The Company shall make available to the
Advisor, at no cost to the Advisor, the Company's office facilities,  telephones
and personnel,  including all necessary clerical assistance that may be required
to perform the services required hereunder.

          3. Compensation; Bonus; Stock Options.

          3.1  Compensation.   (a)  During  the  term  of  this  Agreement,   in
consideration  of the  performance  by the Advisor of the  services set forth in
Section 2 and the  observance  of the other  covenants  set  forth  herein,  the
Company shall pay the Advisor, and the Advisor shall accept, a base compensation
at the rate of $240,000 per annum, payable in equal installments on a monthly or
more frequent basis.

          (b) The base  compensation  set forth in Section 3.1(a) above shall be
adjusted annually (but not decreased) on each anniversary date of this Agreement
by  multiplying  such base  compensation  by a fraction,  the numerator of which
shall be the Consumer Price Index for the July preceding the month in which such
adjustment  is to be made,  and the  denominator  of which shall be the Consumer
Price Index for the previous July. For purposes  hereof,  "Consumer Price Index"
shall mean the "Consumer Price Index for all Urban Consumers, Urban Wage Earners
and Clerical  Workers-U.S.  City Average  (1982-84=100)"  issued  monthly by the
Bureau of Labor  Statistics  of the United States  Department  of Labor,  or any
successor index thereto appropriately adjusted. The Advisor shall be entitled to
such additional  increases in base compensation as shall be awarded from time to
time by the Board of Directors of the Company in its sole discretion.

          3.2 Bonus. In addition to the base  compensation  set forth in Section
3.1, the Advisor  shall receive an annual  incentive  bonus with respect to each
fiscal  year of the  Company  ending  during the term of this  Agreement,  in an
amount of up to 40% of the Advisor's base compensation,  based on achievement of
targets established by the President or the Board of Directors in consultation 



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                                                                               3

with the Advisor  (i) in the case of the fiscal year of the Company  ending June
30,  1997,  not later than  October  15, 1996 and (ii) in the case of each other
fiscal year of the  Company  during the term of this  Agreement,  not later than
forty five (45) days after the  commencement of each fiscal year of the Company.
The bonus with  respect to each fiscal year shall be paid to the Advisor  within
forty-five (45) days following the end of such fiscal year.

          3.3  Stock  Options.  As  part  of the  compensation  to  the  Advisor
hereunder,  the Company shall cause to be granted directly to the Executive,  on
behalf of the Advisor, as promptly as practicable after the date hereof, options
to purchase  100,000  shares of the common stock,  par value $.01 per share (the
"Common Stock"), of the Company at an exercise price per share equal to the fair
market  value of the  Common  Stock on the date of grant  (the  "Options").  The
Options  shall  become  exercisable  in full nine (9)  years and six (6)  months
following the date of grant;  provided that the Options shall become exercisable
in full  beginning  six (6)  months  after  the  date of grant if at the time of
exercise  the closing  price for the Common  Stock as quoted on one or more U.S.
national securities  exchanges,  the NASDAQ National Market System or the NASDAQ
SmallCap  Market or the average of the closing bid and asked prices as quoted on
the OTC Bulletin  Board  and/or the NQB Pink  Sheets,  as the case may be, shall
have  equalled or exceeded  $7.00 per share  (subject to  adjustment  for events
affecting the Common Stock or the capital  structure of the Company) on at least
twenty (20) trading days, which need not be consecutive,  subsequent to the date
of grant.  The  Options  shall be  otherwise  subject  to the terms of the Stock
Option Plan of the Company pursuant to which the Options are granted.

          4. Expense Reimbursement.

          During the term of this  Agreement,  the Company  shall  reimburse the
Advisor for all reasonable and necessary  out-of-pocket  expenses incurred by it
in  connection  with  the  performance  of  its  duties   hereunder,   upon  the
presentation  of proper  accounts  therefor  in  accordance  with the  Company's
policies and annual budget parameters.

          5. Termination.

          5.1 Death of  Executive.  In the  event of the death of the  Executive
during the term of this Agreement,  the Company shall pay to the Advisor (a) the
base compensation provided for in Section 3 accrued to the date of death and not
theretofore  paid to the Advisor and (b) any bonus  payable  pursuant to Section
3.2.  Rights and benefits of the Advisor under any applicable  benefit plans and
programs of the Company shall be determined in accordance with the provisions of



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                                                                               4

such plans and  programs.  Neither the  Advisor  nor the Company  shall have any
further  rights or  obligations  under this  Agreement,  except as  provided  in
Section 5.7.

          5.2  Disability of Executive.  If, during the term of this  Agreement,
the  Executive  shall become  incapacitated  by reason of sickness,  accident or
other  physical or mental  disability  and shall be unable to perform the normal
duties of Advisor  hereunder for a cumulative  period of three (3) months in any
period of six (6) consecutive  months,  the engagement of the Advisor  hereunder
may be  terminated  by the  Company  or  the  Advisor.  In  the  event  of  such
termination, the Company shall (a) pay to the Advisor any bonus payable pursuant
to Section 3.2 and (b)  continue  to pay to the  Advisor  the base  compensation
provided  for in Section 3 until the first to occur of (i) the  expiration  of a
period of six months from the date of such termination, (ii) the commencement of
payment of benefits to the Executive  under any  applicable  disability  plan or
policy  maintained by the Company,  or (iii) the death of the Executive.  Rights
and benefits of the Advisor under any  applicable  benefit plans and programs of
the Company shall be determined in accordance  with the provisions of such plans
and programs.  Neither the Advisor nor the Company shall have any further rights
or obligations under this Agreement, except as provided in Sections 5.7, 6, 7, 8
and 9.

          5.3  Due  Cause.  The  engagement  of  the  Advisor  hereunder  may be
terminated by the Company at any time during the term of this  Agreement for Due
Cause (as hereinafter  defined).  In the event of such termination,  the Company
shall pay to the Advisor  (a) the base  compensation  provided  for in Section 3
accrued to the date of such  termination and not theretofore paid to the Advisor
and (b) any bonus  payable  pursuant to Section 3.2.  Rights and benefits of the
Advisor under any applicable  benefit plans and programs of the Company shall be
determined in  accordance  with the  provisions of such plans and programs.  For
purposes hereof,  "Due Cause" shall mean (a) the Advisor's  continuing  material
breach for twenty (20) days following written notice thereof,  by willful action
or inaction,  of any of the material  provisions of this  Agreement,  or (b) the
Advisor's or the Executive's  conviction in a court of law of any felony,  or of
any crime or offense  concerning  money or  property  of the Company or (c) that
Carol C. Lang shall have ceased to serve as the Executive  hereunder (other than
pursuant to Section 5.1, 5.2, 5.4, 5.5 or 5.6 of this Agreement) and the Company
shall not have approved in its sole  discretion  the  appointment of a successor
Executive.  Neither the Advisor nor the Company shall have any further rights or
obligations  under this  Agreement,  except as provided in Sections 5.7, 6, 7, 8
and 9.




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                                                                               5


          5.4 Other  Termination  by the Company.  The Company may terminate the
Advisor's  engagement at any time for whatever  reason it deems  appropriate  or
without reason. In the event of such  termination,  the Company shall (a) pay to
the Advisor any bonus  payable  pursuant to Section 3.2 and (b)  continue to pay
the base  compensation  provided  for in Section 3 (at the  annual  rate then in
effect)  until  the later of (i) the last day of the then  current  term of this
Agreement or (ii) the last day of the six- month period beginning on the date of
such  termination.  Rights and  benefits  of the  Advisor  under any  applicable
benefit plans and programs of the Company shall be determined in accordance with
the  provisions of such plans and programs.  Neither the Advisor nor the Company
shall have any further rights or  obligations  under this  Agreement,  except as
provided in Sections 5.7, 6, 7, 8 and 9.

          5.5  Termination  by  the  Advisor.  The  Advisor  may  terminate  its
engagement  with the Company  during the term of this  Agreement  upon three (3)
months' prior written notice to the Company.  In the event of such  termination,
the Company shall pay to the Advisor (a) the base  compensation  provided for in
Section 3 accrued to the date of  termination  and not  theretofore  paid to the
Advisor and (b) any bonus payable  pursuant to Section 3.2.  Rights and benefits
of the Advisor  under any  applicable  benefit plans and programs of the Company
shall  be  determined  in  accordance  with the  provisions  of such  plans  and
programs.  Neither the Advisor nor the Company shall have any further  rights or
obligations under this Agreement, except as provided in Sections 6, 7, 8 and 9.

          5.6 Change in Control. If, within a period of six (6) months following
a change in control of the Company,  the engagement of the Advisor  hereunder is
terminated for any reason whatsoever,  whether by the Advisor or by the Company,
the  Company  shall pay to the  Advisor  (a) any bonus  payable  to the  Advisor
pursuant  to Section  3.2 and (b)  severance  pay in an amount  equal to (x) the
greater of twelve (12) months' base  compensation or the base  compensation that
would have been payable to the Advisor from the date of  termination to the last
day of the  then-current  term of this Agreement,  if such termination is by the
Company,  or (y) twelve (12) months' base compensation if such termination is by
the  Advisor  (in the case of both  (x) and (y) at the  highest  annual  rate in
effect  during the  one-year  period  ending on the date of  termination  of the
engagement).  Such severance payment shall be made to the Advisor in a cash lump
sum on the date of  termination  of the  engagement.  Rights and benefits of the
Advisor under any applicable  benefit plans and programs of the Company shall be
determined in accordance with the provisions of such plans and programs. Neither
the Advisor nor the Company shall have any further rights or  obligations  under
this Agreement,  except as provided in Sections 5.7, 6, 7, 8 and 9. For purposes
of this  Agreement,  a change in control of the Company  shall be deemed to have
occurred if:




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               (A) a "person"  (meaning an individual,  a partnership,  or other
group or  association  as defined in Sections  13(d) and 14(d) of the Securities
Exchange Act of 1934) , other than Paul J. Ramsay or RHHL (as defined  below) or
any affiliate(s) of either thereof,  acquires fifty percent (50%) or more of the
combined  voting power of the  outstanding  securities  of the Company  having a
right to vote in elections of directors; or

               (B) Continuing  Directors (as hereinafter  defined) shall for any
reason cease to  constitute a majority of the Board of Directors of the Company;
or

               (C) all or  substantially  all of the  business of the Company is
disposed  of by the  Company to a party or parties  other than a  subsidiary  or
other  affiliate of the Company,  in which the Company owns less than a majority
of the equity (by both  voting  control  and  value),  pursuant  to a partial or
complete  liquidation  of the  Company,  sale of  assets  (including  stock of a
subsidiary of the Company) or otherwise.

           For purposes of this Agreement,  the term "Continuing Director" shall
mean a member of the Board of  Directors  of the Company who either was a member
of the  Board of  Directors  on the date  hereof  or who  subsequently  became a
Director  and  whose  election  was voted for by  Ramsay  Holdings  HSA  Limited
("RHHL") or by a Continuing  Director with the  acquiescence of RHHL. A Director
shall not be considered a Continuing  Director for purposes of this Agreement if
his  election  was  voted  for by RHHL,  or by a  Continuing  Director  with the
acquiescence  of RHHL,  (i) pursuant to an agreement  with, or at the direction,
request or suggestion of, any individual, firm or corporation in connection with
the  purchase  or other  acquisition  or  receipt  by such  individual,  firm or
corporation  of all or any  shares of  capital  stock of the  Company or (ii) in
anticipation  of the  sale  or  other  disposition  by RHHL of all or any of its
shares of capital stock of the Company.

           5.7 Stock  Options.  In the  event of  termination  of the  Advisor's
engagement with the Company:  (i) pursuant to Section 5.4 (Other Termination) or
5.6 (Change in Control) of this  Agreement,  the Company  shall cause each stock
option  heretofore  granted by the  Company to the  Executive,  on behalf of the
Advisor, to become fully exercisable (and to remain exercisable until August 12,
1998 or for the maximum  period  permitted by the plan or agreement  pursuant to
which such option was granted) unless such action,  in the opinion of counsel to
the Company, would violate, or adversely affect the status of such option or the


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plan (if any) pursuant to which such option was granted under,  Rule 16b-3 under
Section 16 of the  Securities  Exchange Act of 1934; or (ii) pursuant to Section
5.1 (Death) or 5.2 (Disability) of this Agreement,  the Company shall cause each
stock option  heretofore  granted by the Company to the Executive,  on behalf of
the Advisor,  to become  exercisable  without regard to the requirement that the
closing  price for the  Common  Stock as quoted on the  NASDAQ  National  Market
System shall have  equalled or exceeded  $7.00 per share on at least twenty (20)
trading days subsequent to August 12, 1996.

           6. Confidential Information.

           6.1 The Advisor  shall,  during the term of this Agreement and at all
times  thereafter,  treat  as  confidential  and,  except  as  required  in  the
performance  of its  duties  and  responsibilities  under  this  Agreement,  not
disclose,  publish  or  otherwise  make  available  to  the  public  or  to  any
individual,  firm or  corporation  any  confidential  material  (as  hereinafter
defined). The Advisor agrees that all confidential  material,  together with all
notes and records of the Advisor relating thereto,  and all copies or facsimiles
thereof in its  possession,  are the  exclusive  property of the Company and the
Advisor  agrees  to  return  such  material  to the  Company  promptly  upon the
termination of the Advisor's engagement with the Company.

           6.2 For the purposes hereof, the term  "confidential  material" shall
mean all  information  acquired  by the  Advisor in the course of the  Advisor's
engagement  with the  Company  in any way  concerning  the  products,  projects,
activities,  business  or affairs of the  Company  or the  Company's  customers,
including,  without limitation, all information concerning trade secrets and the
products or projects of the Company and/or any improvements  therein,  all sales
and  financial  information  concerning  the Company,  all customer and supplier
lists,  all  information  concerning  projects in research  and  development  or
marketing  plans for any such products or projects,  and all  information in any
way  concerning  the  products,  projects,  activities,  business  or affairs of
customers of the Company which is furnished to the Advisor by the Company or any
of  its  agents  or  customers,  as  such;  provided,  however,  that  the  term
"confidential   material"  shall  not  include  information  which  (a)  becomes
generally  available to the public other than as a result of a disclosure by the
Advisor,  (b) was available to the Advisor on a non-confidential  basis prior to
its  engagement  with the Company or (c) becomes  available  to the Advisor on a
non-confidential basis from a source other than the Company or any of its agents
or  customers  provided  that  such  source  is not  bound by a  confidentiality
agreement with the Company or any of such agents or customers.




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                                                                               8


           7. Interference With the Company.

           7.1 The Advisor  acknowledges that the services to be rendered by the
Advisor to the Company are of a special and unique character. The Advisor agrees
that, in consideration of the Advisor's engagement  hereunder,  the Advisor will
not (a) for a period of one year  commencing on the date of  termination  of the
Advisor's  engagement  with the  Company,  (i)  solicit or  endeavor  to solicit
patient  referrals,  either  on  its  own  account  or  for  any  person,  firm,
corporation or other organization, from (x) any person, including any physician,
clinical  psychologist,  social worker or consultant to the Company, who, during
the period of the Advisor's engagement with the Company,  made patient referrals
to the Company, or (y) any employee of the Company, or (ii) solicit or entice or
endeavor  to  solicit  or entice  away from the  Company  any  person  who was a
director,  officer,  employee or  consultant  of the Company,  either on its own
account or for any person, firm,  corporation or other organization,  whether or
not such person would commit any breach of his contract of  employment by reason
of leaving the  service of the  Company,  and the Advisor  agrees not to employ,
directly or  indirectly,  any person who was a director,  officer or employee of
the Company  and who by reason of such  position at any time is or may be likely
to be in possession of any confidential information or trade secrets relating to
the businesses or products of the Company or (b) at any time, take any action or
make any  statement  the effect of which would be,  directly or  indirectly,  to
impair the good will of the Company or the business  reputation  or good name of
the  Company  or be  otherwise  detrimental  to the  interests  of the  Company,
including any action or statement intended, directly or indirectly, to benefit a
competitor of the Company.

           7.2 The Company acknowledges that the Advisor is currently engaged in
the medical consulting business (the "Advisor's Existing Business") and that the
Advisor  will  continue to be engaged in such  business  during the term of this
Agreement.  The Company  further  acknowledges  that to the extent the Advisor's
Existing  Business  does not conflict  with the  provisions  of Section 7.1, the
Advisor may, subject to the provisions of Section 2 of this Agreement,  continue
the  Advisor's  Existing  Business  during  the term of this  Agreement  and the
Company  shall have no  interest  in or right to  participate  in the  Advisor's
Existing Business.

           7.3 The Advisor and the Company agree that if, in any proceeding, the
court or other authority shall refuse to enforce the covenants  herein set forth
because  such  covenants  cover too  extensive a  geographic  area or too long a
period of time,  any such  covenant  shall be deemed  appropriately  amended and
modified in keeping  with the  intention  of the  parties to the maximum  extent
permitted by law.



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                                                                               9


           8. Inventions.

           Except for  inventions,  innovations or  improvements  ("inventions")
developed by Advisor in the Advisor's Existing Business,  any and all inventions
made,  developed or created by the Advisor,  provided that such  inventions  are
capable of being properly copyrighted,  trademarked or patented, (whether at the
request  or  suggestion  of  the  Company  or  otherwise,  whether  alone  or in
conjunction with others,  and whether during regular hours of work or otherwise)
during the period of its  engagement  with the Company  which may be directly or
indirectly  useful in, or relate  to,  the  business  of the  Company,  shall be
promptly  and fully  disclosed  by the Advisor to the Board of  Directors of the
Company and shall be the  Company's  exclusive  property as against the Advisor,
and the Advisor shall promptly deliver to an appropriate  representative  of the
Company as designated by the Board of Directors  all papers,  drawings,  models,
data and other material relating to any inventions made, developed or created by
him as aforesaid.  The Advisor shall,  at the request of the Company and without
any payment  therefor,  execute any  documents  necessary  or  advisable  in the
opinion of the Company's  counsel to direct issuance of patents or copyrights to
the Company with respect to such inventions as are to be the Company's exclusive
property  as  against  the  Advisor  or to vest  in the  Company  title  to such
inventions  as against the  Advisor.  The expense of securing any such patent or
copyright shall be borne by the Company.

           9. Equitable Relief.

           In the event of a breach or  threatened  breach by the Advisor of any
of the  provisions of Sections 6, 7 or 8 of this  Agreement,  the Advisor hereby
consents  and agrees that the Company  shall be  entitled  to an  injunction  or
similar  equitable relief from any court of competent  jurisdiction  restraining
the Advisor and/or the Executive  from  committing or continuing any such breach
or threatened breach or granting specific  performance of any act required to be
performed by the Advisor under any of such provisions,  without the necessity of
showing  any actual  damage or that money  damages  would not afford an adequate
remedy and without the necessity of posting any bond or other security.  Nothing
herein  shall be construed as  prohibiting  the Company from  pursuing any other
remedies at law or in equity which it may have. For purposes of Sections 6, 7, 8
and 9 of this  Agreement,  the term  "Company"  shall be deemed to  include  the
subsidiaries and affiliates of the Company.


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                                                                              10


           10. Successors and Assigns.

           10.1  Assignment  by the  Company.  The  Company  shall  require  any
successors (whether direct or indirect,  by purchase,  merger,  consolidation or
otherwise)  to all or  substantially  all of the business  and/or  assets of the
Company to assume and agree to perform this  Agreement in the same manner and to
the same  extent  that the  Company  would be  required  to  perform  if no such
succession  had taken place.  As used in this Section,  "the Company" shall mean
the Company as  hereinbefore  defined and any  successor to its business  and/or
assets  as  aforesaid  which  otherwise  becomes  bound  by all  the  terms  and
provisions  of this  Agreement by operation of law and this  Agreement  shall be
binding upon, and inure to the benefit of, the Company, as so defined.

           10.2  Assignment  by the  Advisor.  The  Advisor  may not assign this
Agreement or any part thereof without the prior written consent of a majority of
the Board of Directors of the Company.

           11. Governing Law.

           This  Agreement  shall be deemed a contract  made under,  and for all
purposes  shall be  construed  in  accordance  with,  the  laws of the  State of
Delaware  applicable to contracts to be performed entirely within such State. In
the event that a court of any  jurisdiction  shall hold any of the provisions of
this  Agreement to be wholly or  partially  unenforceable  for any reason,  such
determination  shall not bar or in any way affect the Company's  right to relief
as provided for herein in the courts of any other jurisdiction. Such provisions,
as they relate to each  jurisdiction,  are,  for this  purpose,  severable  into
diverse and independent  covenants.  Service of process on the parties hereto at
the addresses set forth herein shall be deemed adequate service of such process.

           12. Entire Agreement.

           This Agreement contains all the  understandings  and  representations
between  the  parties  hereto  pertaining  to  the  subject  matter  hereof  and
supersedes all undertakings and agreements,  whether oral or in writing,  if any
there be, previously entered into by them with respect thereto.

           13. Amendment; Modification; Waiver.

           No provision of this Agreement may be amended or modified unless such
amendment or  modification is agreed to in writing and signed by duly authorized
representatives of the Company and the Advisor. Except as otherwise specifically
provided in this Agreement, no waiver by either party hereto of any breach by  



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                                                                              11

the other party hereto of any  condition  or  provision of this  Agreement to be
performed  by such  other  party  shall  be  deemed  a waiver  of a  similar  or
dissimilar  provision or condition at the same or any prior or subsequent  time,
nor shall the  failure  of or delay by either  party  hereto in  exercising  any
right, power or privilege  hereunder operate as a waiver thereof to preclude any
other or further exercise thereof or the exercise of any other such right, power
or privilege.

           14. Arbitration.

           Any  controversy  or  claim  arising  out  of  or  relating  to  this
Agreement,  or any breach  thereof,  shall,  except as provided in Section 9, be
settled by arbitration in accordance with the rules of the American  Arbitration
Association  then in  effect  and  judgment  upon  such  award  rendered  by the
arbitrator  may be  entered  in  any  court  having  jurisdiction  thereof.  The
arbitration  shall be held in the area where the Company then has its  principal
place of business. The arbitration award may include an award of attorneys' fees
and costs.

           15. Notices.

           Any notice to be given  hereunder  shall be in writing and  delivered
personally or sent by certified mail, postage prepaid, return receipt requested,
addressed to the party concerned at the address indicated below or at such other
address as such party may subsequently designate by like notice:

           If to the Company:

           Ramsay Health Care,  Inc. One Alhambra  Plaza Suite 750 Coral Gables,
Florida 33134 Attention: President

           If to the Advisor or the Executive:

                Healthlink Enterprises, Inc.
                Suite 3160
                200 South Biscayne Boulevard
                Miami, Florida  33131
                Attention:  Carol C. Lang

All notices given in accordance herewith shall be deemed received on the date of
delivery,  if hand  delivered,  and three (3)  business  days  after the date of
mailing, if mailed by certified mail, return receipt requested.




<PAGE>

                                                                              12

           16. Severability.

           Should  any  provision  of this  Agreement  be  held  by a  court  or
arbitration panel of competent  jurisdiction to be enforceable only if modified,
such holding shall not affect the validity of the  remainder of this  Agreement,
the balance of which shall  continue to be binding upon the parties  hereto with
any such  modification to become a part hereof and treated as though  originally
set forth in this  Agreement.  The parties  further agree that any such court or
arbitration  panel is  expressly  authorized  to modify  any such  unenforceable
provision of this  Agreement in lieu of severing  such  unenforceable  provision
from  this  Agreement  in its  entirety,  whether  by  rewriting  the  offending
provision,  deleting any or all of the offending  provision,  adding  additional
language to this Agreement,  or by making such other  modifications  as it deems
warranted  to carry out the  intent and  agreement  of the  parties as  embodied
herein to the maximum extent permitted by law. The parties  expressly agree that
this Agreement as so modified by the court or arbitration panel shall be binding
upon and enforceable  against each of them. In any event,  should one or more of
the provisions of this Agreement be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any  other  provisions  hereof,  and if such  provision  or  provisions  are not
modified  as  provided  above,  this  Agreement  shall be  construed  as if such
invalid, illegal or unenforceable provisions had never been set forth herein.

           17. Indemnification.

           17.1  In the  event  the  Advisor  becomes  involved  in any  action,
proceeding,  or  investigation in connection with any matter referred to in this
Agreement or in any manner arising from the  transactions  contemplated  hereby,
the  Company  will  defend and hold  harmless  the  Advisor  for its  reasonable
investigation   expenses  incurred  in  connection   therewith,   including  its
reasonable  legal,  appellate  and other  expenses,  except to the  extent  such
action,  proceeding or investigation results in a finding that the Advisor acted
in a grossly  negligent  manner or in bad faith in performing the services which
are the subject of this  Agreement.  The Company  also will  indemnify  and hold
harmless the Advisor against any losses,  claims, rights, damages or liabilities
to which the Advisor  may become  subject in  connection  with or related to any
matter referred to in this Agreement,  including its reasonable legal, appellate
and other  expenses,  except to the  extent  that any such loss,  right,  claim,
damage  or  liability  has been  determined  by a final  judgment  of a court of
competent  jurisdiction to have resulted from the gross  negligence or bad faith
of the  Advisor  in  performing  the  services  which  are the  subject  of this
Agreement. Under any such circumstance, the Company shall defend the Advisor, 



<PAGE>

                                                                              13

unless a  conflict  of  interest  arises,  in which  case the  Advisor  shall be
entitled to retain  counsel of its own selection  which shall be  independent of
the counsel of the Company.

           17.2 The reimbursement and indemnity obligations of the Company under
this  Section 17 and the payment  obligations  of the Company  under  Section 18
shall be in addition to any liability  which the Company may otherwise have, and
shall  extend  upon the same terms and  conditions  to the  partners,  officers,
employees,  agents, controlling persons and affiliated companies of the Advisor,
including the Executive, and shall be binding upon any successors and assigns of
the Company. The foregoing provision shall survive any termination or expiration
of the authorization provided by this Agreement.

           18. Advance of Defense Expenses.

           In the event of any action,  proceeding  or claim against the Advisor
or the Executive  arising out of the  Executive  serving or having served in any
capacity as an officer and/or director of the Company,  which in the Executive's
sole judgment  requires her to retain counsel (such choice of counsel to be made
in her sole and absolute  discretion) or otherwise expend her personal funds for
her defense in connection  therewith,  the Company shall be obligated to advance
to the Executive  (or pay directly to her counsel)  counsel fees and other costs
associated  with the  Executive's  defense of such action,  proceeding or claim;
provided,  however,  that in such  event  the  Executive  shall  first  agree in
writing, without posting bond or collateral,  to repay all sums paid or advanced
to her  pursuant to this Section 18 in the event that the final  disposition  of
such action,  proceeding  or claim is one for which the  Executive  would not be
entitled to indemnification  pursuant to the provisions of the laws of the State
of Delaware or the Certificate of Incorporation or By-laws of the Company.

           19. Withholding.

           All  payments  required  to be made by the Company  hereunder  to the
Advisor shall be treated as payments to an  independent  contractor and shall be
subject to  withholding  of such  amounts  relating  to taxes as the Company may
reasonably  determine  it should  withhold  pursuant  to any  applicable  law or
regulation.  The Company  shall not  withhold  any amounts  with  respect to the
compensation payable to employees of the Advisor,  including the Executive.  The
Advisor  shall  withhold and remit all taxes and other  amounts  relating to the
compensation  payable to employees of the Advisor,  including the Executive,  as
are required pursuant to applicable law or regulation.





<PAGE>

                                                                              14


           20. Survivorship.

           The respective  rights and obligations of the parties hereunder shall
survive  any  termination  of this  Agreement  to the  extent  necessary  to the
intended preservation of such rights and obligations.

           21. Titles.

           Titles of the  sections of this  Agreement  are  intended  solely for
convenience  and no provision of this  Agreement is to be construed by reference
to the title of any section.

                        *                    *                   *


<PAGE>


                                                                              15



           IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement
as of the date first above written.


                              THE COMPANY:

                              RAMSAY HEALTH CARE, INC.


                              By/s/ Remberto Cibran
                                    Remberto Cibran 
                                    President




                              THE ADVISOR:

                              HEALTHLINK ENTERPRISES, INC.


                              By/s/ Carol C. Lang
                                    Carol C. Lang
                                      President



                              The undersigned hereby joins in this Agreement for
                              purposes of  guaranteeing  the  performance by the
                              Advisor   of  its   obligations   hereunder.   The
                              undersigned  also  agrees that the  provisions  of
                              Sections 6 through 9 of this Agreement shall apply
                              to the  undersigned,  in her individual  capacity,
                              and to the Advisor.


                              /s/ Carol C. Lang
                                      Carol C. Lang