<PAGE>   1
                                                                   EXHIBIT 10.11

              PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

1.       PARTIES

         This Physician Practice Management Participation Agreement
         ("Agreement") is made and entered into by and between:

         a. Continucare Medical Management, Inc. (hereinafter referred to as
         "PPM"), a professional physician practice management organization
         licensed and/or organized under the laws of the State of Florida and
         the principals of said party, all of whom are listed on the attached
         Ownership Disclosure Statement (Attachment A); AND

         b. Humana Medical Plan, Inc., PCA Health Plans of Florida, Inc. and PCA
         Family Health Plan, Inc. (health maintenance organizations) and Humana
         Health Insurance Company of Florida, Inc. (a Florida insurance company)
         and Humana Insurance Company, Employers Health Insurance Company and
         PCA Life Insurance Company (insurance companies) and their affiliates
         who underwrite or administer health plans. All of said companies are
         collectively referred to in this Agreement as "HUMANA". The joinder of
         these companies under the designation "HUMANA" shall not be construed
         as imposing joint responsibility or cross-guarantee between or among
         HUMANA companies.

2.       RELATIONSHIP

         In performance of the duties and obligations of each of the parties to
         this Agreement and in regard to any services rendered or performed by
         either party for covered individuals designated by HUMANA (hereinafter
         referred to as "Members"), including but not limited to those
         individuals covered under HUMANA's Commercial plans, Medicare HMO and
         POS plans, and other health care benefit plans, under designated HUMANA
         contracts, and to all individuals covered under designated self-insured
         employer, employer trust, or other health care benefit contracts whose
         claims are either administered by HUMANA or where HUMANA administers
         the provider network for another third party payor issuing and
         administering the contract, it mutually is understood and agreed that
         HUMANA and PPM and their respective employees and agents are at all
         times acting and performing as independent contractors and that neither
         party nor their respective employees and agents, shall be considered
         the agent, servant, employee of or joint venturer with the other party.
         Notice to, or consent from, any third party, including a Member or
         other physician, shall not be required in order to make any termination
         or modification of this Agreement effective. PPM is contracting for
         itself, and as agent for and under authority granted to PPM by each of
         its physicians ("PPM Physicians") employed by or under contract with
         PPM, unless otherwise agreed to herein, the parties acknowledge and
         agree that

<PAGE>   2

         neither PPM nor HUMANA will be liable for the activities of the other
         nor the agents and employees of the other, including but not limited
         to, any liabilities, losses, damages, injunctions, suits, actions,
         fines, penalties, claims or demands of any kind or nature by or on
         behalf of any person, party or governmental authority arising out of or
         in connection with: (I) any failure to perform any of the agreements,
         terms, covenants or conditions of this Agreement; (II) any negligent
         act or omission or other misconduct; (III) The failure to comply with
         any applicable laws, rules or regulations; or (IV) any accident, injury
         or damage to persons or property. PPM acknowledges and shall require
         PPM Physicians to acknowledge that all patient care and related
         decisions are the sole responsibility of the PPM Physicians and that
         HUMANA does not dictate or control PPM Physicians' clinical decisions
         with respect to the medical care or treatment of Members.
         Notwithstanding anything to the contrary herein, PPM on behalf of
         itself and each of its PPM Physicians further agrees to and hereby does
         indemnify, defend and hold harmless HUMANA from any and all claims,
         judgments, costs, liabilities, damages and expenses, including
         reasonable attorneys' fees, whatsoever, arising from any acts or
         omissions in the provision of medical services by PPM and/or PPM
         Physicians under this Agreement. This provision shall survive
         termination of this Agreement, regardless of the cause giving rise to
         the termination.

3.       NO THIRD PARTY BENEFICIARIES

         With the exception of Article 27, the parties have not created and do
         not intend to create by this Agreement any third party rights under
         this Agreement, including but not limited to Members. The parties
         acknowledge and agree that, with the exception of Article 27 of this
         Agreement, there are no third party beneficiaries to this Agreement.

4.       SCOPE OF THE AGREEMENT

         4.1 This Agreement sets forth the rights, responsibilities, terms and
         conditions governing: (I) PPM and PPM Physician's status as a health
         care provider contracted and credentialed by HUMANA to provide health
         care services (hereinafter "Participating Providers") to Members in
         certain health care networks established or managed by HUMANA and (II)
         PPM Physicians' services to Members. This Agreement applies only to
         those health care benefit contracts and to those Members designated by
         HUMANA.

         4.2 Upon request, HUMANA agrees to provide PPM with a listing of all
         other agreements under which PPM and PPM Physicians will be providing
         services as required by this Agreement.

         4.3 All rights and responsibilities arising in respect to Members shall
         be applicable to only the company which issued the contract covering
         the respective Members and may not be imposed or enforced upon any
         other affiliated or related

                                       2
<PAGE>   3

         company. Further, with respect to self-insured contracts, unless
         otherwise indicated, HUMANA's responsibilities are limited to those of
         administration or claims processing.

         4.4 PPM represents and warrants that PPM and all PPM Physicians and
         their respective members, independent contractors and employees will
         abide by the terms and conditions of this Agreement, and PPM shall
         obtain acknowledgment of such from each PPM Physician member,
         independent contractor and employee required to be credentialed under
         the terms of this Agreement.

         4.5 The parties agree that nothing contained in this Agreement is
         intended to interfere with or hinder communications between
         physician(s) and Members regarding patient treatment.

5.       SUBCONTRACTING PERFORMANCE

         5.1 PPM shall provide directly, or through appropriate arrangement with
         PPM Physicians and other providers of medical services, medical
         services to Members. It is understood and agreed that said PPM shall
         maintain written agreements with the PPM Physicians, and other licensed
         providers of medical care where applicable, in a form comparable to,
         and consistent with, the terms and conditions established in this
         Agreement, and in a form approved by HUMANA. A sample copy of the
         agreement between PPM and PPM Physicians in effect at the time of the
         signing of this Agreement is attached in Attachment I. In the event of
         a conflict between the language of the PPM Physician agreements and
         this Agreement, the language in this Agreement shall control. PPM
         agrees to notify HUMANA of any material change(s) to the aforementioned
         agreements at least thirty (30) days prior to implementing such
         change(s), during which period, HUMANA may object to the change(s).
         HUMANA's notice of objection shall not preclude PPM's implementation of
         such change(s), but PPM agrees that any such change(s) shall not be
         contrary to, in violation of, or inconsistent with the terms of this
         Agreement. In the event HUMANA notifies PPM of its objection, both
         parties agree to make a good faith effort to resolve such dispute n a
         timely manner.

         5.2 All PPM Physicians and other providers of medical services
         providing services to HUMANA Members shall be subject to HUMANA's
         credentialing process prior to receiving status as a HUMANA
         Participating Provider.

         5.3 PPM represents and warrants that it is authorized to negotiate
         terms and conditions of physician agreements and further to execute
         such agreements for and on behalf of PPM Physicians.

         5.4 Upon request, PPM agrees to disclose to HUMANA within a reasonable
         time period not to exceed thirty (30) days, or such lesser period of
         time required for HUMANA to comply with all applicable state and
         federal laws, rules and

                                       3
<PAGE>   4

         regulations, from such request, all of the terms and conditions of any
         payment arrangement that constitutes a physician incentive plan as
         defined by Health Care Financing Administration ("HCFA") and/or any
         state or federal law, between PPM and PPM Physicians. Such disclosure
         shall be in the form of a certification, or other form as required by
         HCFA, by PPM and shall identify, at a minimum: (I) whether services not
         furnished by the PPM Physician(s) are included; (II) the type of
         incentive plan, including the amount, identified as a percentage, of
         any withhold or bonus; (III) the amount and type of any stop-loss
         coverage provided for or required of the PPM Physicians and (IV) the
         PPM Physician(s) patient panel size, broken down by total PPM
         Physicians panel and individual PPM Physician panel size, by the type
         of insurance coverage (i.e. Commercial HMO, Medicare HMO and Medicaid
         HMO).

         5.5 PPM shall have, for the term of this Agreement, agreements with
         licensed providers of medical services that: (I) shall be in writing
         and on contract forms approved by HUMANA; and (II) shall include terms
         and conditions which comply with all applicable requirements for
         provider agreements under state and federal laws, rules and
         regulations; and (Ill) shall appoint HUMANA as the PPM's authorized
         agent for the payment of claims for Covered Services rendered to HUMANA
         Members submitted by such licensed providers and (IV) shall contain
         provisions for holding HUMANA harmless from and against any and all
         disputes between such licensed providers and HUMANA concerning the
         adjudication and the amount of the payment of the claims to the extent
         HUMANA relies on PPM's adjudication of such claims submitted for
         Covered Services rendered to HUMANA Members. In addition, from and
         after the Effective Date hereof, agreements with independent contractor
         PPM Physicians shall contain a provision to extend automatically at
         HUMANA's election the terms of such agreements to HUMANA in the event
         that this Agreement terminates for any reason for the lesser of the
         remaining term of such agreements or one (1) year.

         5.6 In the event PPM acquires, through an asset acquisition, merger,
         consolidation, lease or other means, or enters into a management
         agreement to manage the practice of physician(s) or physician groups in
         Florida, and such practices or groups have in effect an agreement with
         HUMANA to provide medical services to HUMANA Members on a capitated,
         percentage of premium or other risk sharing basis at rates which are
         more favorable to HUMANA than those contained herein, the rates
         contained herein shall be adjusted to reflect a blended rate by product
         weighted by the relative number of Members at the newly acquired or
         managed practice(s); provided, however, such blended rate shall in no
         event result in an increase in the total funding by HUMANA to PPM
         hereunder regardless of whether the newly acquired practice's
         reimbursement from HUMANA is more favorable or not.

         5.7 In the event that a PPM Physician is a party to more than one
         agreement with HUMANA for the provision of medical services to Members,
         PPM or PPM

                                       4
<PAGE>   5

         Physician will be reimbursed for Covered Services by HUMANA under the
         agreement selected by HUMANA. However, in the event that a physician
         affiliated with PPM declines participation under this Agreement prior
         to the execution of this Agreement, to the extent physician is a party
         to another agreement with HUMANA, reimbursement for the provision of
         Covered Services to Members shall be in accordance with such other
         agreement between HUMANA and the physician.

6.       LIQUIDATED DAMAGES

         PPM acknowledges and shall require PPM Physicians to acknowledge that
         HUMANA has invested and will invest substantial resources including
         funds, time, effort and goodwill in building a roll of Medicare Members
         to be treated by PPM Physicians. Therefore, PPM. agrees that PPM and
         PPM Physicians, or any of PPM or PPM Physicians' employees, principals
         or financially related entities, shall not solicit, persuade, induce,
         coerce or otherwise cause the disenrollment of any Medicare Member at
         any time, directly or indirectly. If thirty-five (35) or more Medicare
         Members assigned to an individual PPM Physician disenroll from HUMANA
         due to PPM or PPM Physicians' directly or indirectly soliciting,
         persuading, inducing, coercing or otherwise causing the disenrollment
         of such Medicare Members to be treated by PPM or any of PPM Physicians
         or PPM/PPM Physicians' employees, principals or other financially
         related entity under some other prepaid health care benefit plan other
         than HUMANA's, PPM shall pay HUMANA the amount of three thousand
         dollars ($3,000.00) for each disenrolled Medicare Member who is treated
         by PPM, or any of PPM Physicians, or PPM/PPM Physicians' employees,
         principals or any financially related entity.

         PPM hereby agrees and shall require PPM Physicians hereby to agree that
         this amount is not a penalty and constitutes liquidated damages in as
         much as the actual damages are not and cannot be ascertained at the
         time of the execution of this Agreement. PPM and PPM Physicians
         understand that this liquidated damages clause does not apply to or
         require payment from the Medicare Members under any circumstance.
         HUMANA agrees with PPM and PPM Physicians that this paragraph shall not
         be applicable in the case of any Medicare Member who disenrolls and is
         treated by a PPM Physician or anyone else on a non-prepaid and
         non-capitated fee-for-service basis as a private patient. In addition,
         Medicare Members who were patients prior to PPM Physician's
         participation as a HUMANA Participating Provider, are excluded from
         this provision, if the PPM and/or PPM Physician can furnish
         documentation to HUMANA in the form of a list of his/her patients prior
         to becoming a HUMANA Participating Provider. PPM and PPM Physicians
         have the obligation to and agree to notify HUMANA immediately of the
         name of any Medicare Member or former Medicare Member treated by a PPM
         Physician or any other person covered by this provision. This paragraph
         shall survive for twelve (12) months following the termination or
         expiration of this Agreement regardless of the cause giving rise to
         termination.

                                       5
<PAGE>   6

7.       POLICIES AND PROCEDURES

         7.1 PPM shall require PPM Physicians to agree to abide by all quality
         assurance, quality improvement, accreditation, risk management,
         utilization review, credentialing, recredentialing and other
         administrative policies and procedures established and revised by
         HUMANA from time to time, and such other administrative policies and
         procedures as are set out in the Affiliated Provider Manual and/or the
         Physician's Administration Manual ("Manual") and/or bulletins and
         manuals that may be promulgated by HUMANA from time to time in order to
         supplement the Manual, current copies of which hereby are acknowledged
         as received. PPM shall be notified of any revisions to the policies and
         procedures and they shall become binding upon PPM and PPM Physicians
         thirty (30) days after HUMANA has notified PPM. Additionally, HUMANA
         shall notify PPM of any other revisions to existing policies and
         procedures, at which time of notice such revisions shall become binding
         upon PPM and PPM Physicians. Any revisions affecting PPM and/or PPM
         Physicians shall not be discriminatory and shall apply to all providers
         similarly situated. PPM Physicians shall notify HUMANA's Pre-Admission
         Certification department or designated personnel of any inpatient
         admissions of HUMANA Members as required in the Manual. PPM
         acknowledges and agrees that such notification shall be prior to the
         inpatient admission(s) of any HUMANA Members not assigned to PPM
         Primary Care Physicians.

         7.2 PPM further agrees, in accordance with the Letter of Agreement to
         be signed by each PPM Physician, an example of which appears in
         Attachment H, that PPM and HUMANA may share information, including but
         not limited to credentialing, recredentialing, quality management and
         utilization management information as related to the treatment of
         Members. However, it expressly is understood that the information shall
         not be shared with anyone other than HUMANA and PPM, unless required by
         law or pursuant to prior written consent of the PPM Physician involved.

         7.3 PPM acknowledges and agrees that a signed Letter of Agreement, (in
         a form substantially similar to that form attached hereto as Attachment
         H), for each PPM Physician participating under this Agreement shall be
         provided to HUMANA prior to execution of this Agreement, and prior to
         the provision of services to HUMANA Members for those PPM Physicians
         who join PPM and are approved by HUMANA and agree to participate under
         this Agreement and/or whose credentialing applications are approved
         subsequent to execution of this Agreement. Notwithstanding the above,
         PPM acknowledges and agrees that PPM shall sign the Letter of Agreement
         on behalf of those PPM Physicians that are employed by PPM, and all
         other PPM Physicians shall sign a Letter of Agreement on an individual
         basis. PPM Physicians who do not execute such Letter of Agreement shall
         not be entitled to participate under this Agreement and will not be
         listed in HUMANA's provider directories.

                                       6
<PAGE>   7

         7.4 All administrative services, including but not limited to
         credentialing, recredentialing, utilization management, quality
         assurance and fiscal services, shall be performed by HUMANA. However,
         HUMANA in its sole discretion wilt discuss with PPM, PPM's provision of
         such services at such time as PPM may demonstrate administrative or
         information service capabilities acceptable to HUMANA.

8.       CREDENTIALING

         8.1 All PPM Physicians who will provide medical services to Members
         hereunder are required to be credentialed, and shall be subject to the
         credentialing process prior to receiving status as a HUMANA
         Participating Provider.

         8.2 Participation under this Agreement by PPM, and each of its PPM
         Physicians, is subject to the satisfaction and maintenance, in HUMANA's
         sole judgement, of all credentialing and recredentialing standards
         established by HUMANA's credentialing and/or medical affairs
         departments and adopted under the policies and procedures set out in
         the Manual and other rules and regulations promulgated thereby. PPM
         and/or PPM Physicians shall provide HUMANA with the information
         necessary to ensure compliance with this Article 8 at no additional
         expense to HUMANA and/or any vendor to whom HUMANA at its sole
         discretion, may delegate the credentialing and/or recredentialing
         process(es) to.

         8.3 HUMANA reserves the right to approve new PPM Physicians and/or, as
         applicable, other health care providers required to be credentialed, or
         to terminate or suspend any PPM Physician or, other health care
         providers required to be credentialed, who will be or is providing care
         to HUMANA Members, who does not meet or fails to maintain HUMANA's
         credentialing and/or recredentialing standards. HUMANA agrees to notify
         PPM of its decision to terminate any PPM Physician or any other PPM
         health care provider required to be credentialed under HUMANA standards
         and, except in cases of immediate terminations, PPM shall have fourteen
         (14) days from such notice to request reconsideration of such decision
         by HUMANA's Medical Director. However, PPM acknowledges and agrees that
         HUMANA shall have the final decision on the matter. PPM further
         acknowledges and agrees and shall require PPM Physicians further to
         acknowledge and agree that any limitation and/or suspension and/or
         termination of his/her credentialing or recredentialing status by
         HUMANA or any one or more of HUMANA's affiliates shall apply uniformly
         to PPM Physician(s)' credentialing or recredentialing status with
         HUMANA and all of its affiliates. In the event the limitation,
         suspension and/or termination is for administrative reasons, HUMANA or
         any of its affiliates may elect to reject the administrative action of
         the acting HUMANA entity's determination.

                                       7
<PAGE>   8

9.       LICENSURE/CERTIFICATION

         9.1 PPM shall require PPM Physicians, and all employees of PPM and/or
         PPM Physicians required to be so licensed or certified, to procure and
         maintain for the term of this Agreement such licensure and/or
         certification as is required under HUMANA's policies and procedures,
         under the terms and conditions of this Agreement, in compliance with
         the provisions in the Manual, and in accordance with all applicable
         state and federal laws. PPM shall and/or shall require PPM Physicians
         to notify HUMANA immediately of any changes in licensure or
         certification status of PPM Physicians, and their employees as
         applicable.

         9.2 PPM represents and warrants that it has obtained and shall maintain
         any and all licenses, certificates and/or approvals required under
         Florida and/or federal laws, rules and regulations, for the performance
         by PPM of its duties and obligations under this Agreement. Further, PPM
         shall maintain a valid Florida Third Party Administrator's License
         during the term of this Agreement, where PPM is required to do so.

10.      MEDICAL SERVICES TO BE PROVIDED

         10.1 PPM on behalf of itself and PPM Physicians, desires to become a
         Participating Provider under the terms of this Agreement and agrees to
         provide and/or arrange for health care services for Members, in
         accordance with this Agreement and the applicable Member health
         benefits contract (hereinafter "Covered Services"). PPM Physicians'
         responsibilities for providing and/or arranging Covered Services to
         Members at the locations listed in Attachment C are set forth in the
         Attachment D. PPM shall provide HUMANA with at least sixty (60) days
         prior written notice of an proposed changes in the locations or the
         proposed closing by PPM or PPM Physician(s) of any practice listed in
         Attachment C and any such change or closing shall he subject to
         HUMANA's approval, which shall not unreasonably be withheld. Failure to
         obtain HUMANA's prior approval may result, at HUMANA's sole and
         complete discretion, in the termination of such PPM Physician(s) and/or
         office sites from participation under this Agreement.

         10.2 In the event PPM and/or PPM Physician(s) dispute what services are
         covered under the applicable health care benefits plan contract, the
         Medical Directors of HUMANA and PPM shall make reasonable efforts to
         resolve such disputes. However, PPM agrees that HUMANA shall have sole
         and final authority to interpret and determine what services and/or
         benefits are covered under the applicable health care benefits
         contract.

11.      STANDARDS OF PROFESSIONAL PRACTICE

         11.1. PPM agrees to require PPM Physicians to provide Members with
         medical services which are within the normal scope of PPM Physicians'
         medical practices.

                                       8
<PAGE>   9

         These services shall be made available to Members without
         discrimination on the basis of health care benefit plan, source of
         payment, sex, age, race, color, religion, national origin, health
         status or other handicap, and in the same manner as provided to PPM
         Physicians' other patients. PPM agrees to require that PPM Physicians
         provide medical services to Members in accordance with the prevailing
         practices and standards of the profession.

         11.2 PPM understands and agrees and shall require PPM Physicians to
         agree that HUMANA may deny payment(s) for medical services rendered to
         Members which are, in the opinion of HUMANA, determined not to be
         medically necessary. "Medically Necessary" (or "Medical Necessity")
         shall mean services or supplies provided by a hospital, physician or
         other health care provider, licensed by the appropriate state agency,
         or as otherwise approved as required, to diagnose or treat a condition,
         disease, ailment, sickness or bodily, injury and which, in the opinion
         of HUMANA, are: (I) consistent with the symptoms. Diagnosis and
         treatment of such condition, disease, ailment, sickness or bodily
         injury; (II) appropriate with regard to standards of accepted medical
         practice; (III) not primarily for the convenience of the patient or the
         qualified hospital, physician or other health care provider; (IV) the
         most appropriate and cost-effective supply, setting, or level of
         service which safely can be provided to the patient and (V)
         substantiated by the records and documentation maintained by the
         provider of services. When applied to an inpatient, it further means
         that the patient's symptoms or condition requires that the services or
         supplies cannot safely be provided to the patient as an outpatient. Any
         disputes regarding Medical Necessity shall be handled in accordance
         with Section 10.2 of this Agreement.

         11.3 HUMANA may authorize payment for Medically Necessary Covered
         Services for Members based on HUMANA's discretion and in accordance
         with the applicable Member health care benefits contract. Such services
         shall be paid for as if authorized by PPM and/or PPM Physicians and in
         accordance with the applicable payment arrangements outlined herein. In
         the event HUMANA so authorizes payment for Medically Necessary Covered
         Services, HUMANA agrees to notify PPM concurrently of such
         authorization.

12.      USE OF PARTICIPATING PROVIDERS

         12.1 Except in the case of a medical emergency, PPM shall require PPM
         Physicians to admit, refer and cooperate with the transfer of Members
         for Covered Services only to providers designated, specifically
         approved or under contract with HUMANA.

         12.2 In the event that a PPM Physician provides a Member non-covered
         services or refers a Member to an out-of-network provider without
         pre-authorization from HUMANA, PPM shall require PPM Physicians prior
         to the provision of such non-covered services or such out-of-network
         referral, to inform

                                       9
<PAGE>   10

         the Member: (I) of the services to be provided or referral to be made;
         (II) that HUMANA will not pay (or may pay a reduced benefit in the case
         of HUMANA's point of service (POS) and/or preferred provider
         organization (PPO) products) or be liable financially for such
         non-covered service or out-of-network referral and (III) that Member
         will be responsible financially for non-covered service(s) and/or
         out-of-network(s) referral that are requested by the Member. PPM
         acknowledges and agrees and shall require PPM Physicians to acknowledge
         and agree that the failure to inform Member(s) in accordance with this
         Section 12.2 may result in the PPM's and/or PPM Physician's
         responsibility and financial liability for the cost of such non-covered
         service(s) and/or out-of-network referral incurred by HUMANA.

13.      EQUAL ACCESS

         PPM agrees and shall require PPM Physician(s) to agree to accept HUMANA
         Members as patients within the normal scope of PPM Physicians' medical
         practices. If for any reason, PPM Physician(s), individually and/or
         collectively, close their practice(s), such closure will apply to all
         prospective patients without discrimination or regard to payor or
         source of payment for services, Should PPM Physician(s) subsequently
         re-open their practices to new patients, PPM agrees and shall require
         PPM Physician(s) to agree to accept HUMANA Members as patients are
         accepted to the same extent non-HUMANA patients seeking PPM
         Physician(s)' services. Notwithstanding the above, any such closure of
         an PPM Physician(s)' practice to new patients is subject to the
         limitation outlined in Section 10.1 and Attachment D of this Agreement.

14.      PPM PHYSICIAN FACILITIES

         PPM Physicians will establish and maintain regular business hours for
         the provision of services to HUMANA Members. In establishing business
         hours, PPM and PPM Physicians shall take into consideration the number
         and type of Members assigned to and/or receiving services at the office
         site. The business hours established by PPM and PPM Physicians are
         noted in Attachment C of this Agreement. This does not relieve PPM
         Physicians of their obligation to provide medical coverage for Members
         twenty-four (24) hours a day, seven (7) days a week.

15.      SOFTWARE USE

         PPM and/or PPM Physicians may use certain software as may be identified
         by HUMANA that is licensed to HUMANA and/or its subsidiaries, parent
         and/or affiliates. Such use is conditioned upon PPM and PPM Physicians'
         strict compliance with the HUMANA Security Guidelines, and upon use
         solely as indicated by HUMANA, and treatment of the software as
         confidential property of HUMANA's licensor and not subject to
         disclosure to third parties without the prior written consent of
         HUMANA. Such prohibition on disclosure shall not

                                       10
<PAGE>   11

         apply to disclosures to PPM's and/or PPM Physicians' employees provided
         the disclosure reasonably is necessary to use the software, and
         provided PPM, and PPM Physicians take all reasonable steps to ensure
         the software is not duplicated or disclosed to third parties. If PPM
         and/or PPM Physicians become aware of an unauthorized use, duplication
         or disclosure, PPM and/or PPM Physicians shall provide full details to
         HUMANA promptly and take all reasonable steps to prevent any such
         recurrence. Upon request by HUMANA, PPM and/or PPM Physicians shall
         return to HUMANA all copies of the software, purge all machine readable
         media relating to such software and certify to HUMANA that the
         foregoing duties have been performed. These obligations of
         confidentiality, non-disclosure, non-reproduction and return of
         material shall survive any termination or expiration of this Agreement.

16.      PPM AND PPM PHYSICIANS INSURANCE

         16.1 At all times, PPM will maintain and will require each PPM
         Physician to maintain, at no expense to HUMANA, such policies of
         comprehensive general liability, professional liability and workers'
         compensation coverage, with such carriers and in such amounts as HUMANA
         reasonably may approve, insuring PPM and each PPM Physician, their
         officers, directors, members, employees, agents and subcontractors (as
         applicable), against any claim or claims for damages arising as a
         result of injury to property or person including death, occasioned
         directly or indirectly, in connection with the performance of medical
         services contemplated by this Agreement and/or the maintenance of PPM
         and/or PPM Physicians' facilities and equipment. Prior to execution of
         this Agreement, and at any time subsequently upon request, PPM and PPM
         Physicians shall provide HUMANA with evidence of said coverage, of
         which minimum professional liability coverage for PPM shall be five
         million dollars ($5,000,000.00) and for each PPM Physician shall be one
         million dollars ($1,000,000.00) per occurrence/three million dollars
         ($3,000,000.00) in the aggregate, or such amount as required by state
         law, whichever is greater number. PPM shall provide and/or shall
         require PPM Physicians to provide, or shall require the carrier(s) to
         provide, HUMANA with ten (10) days prior written notice of any
         suspensions, cancellations of, or modifications in the coverage. This
         clause shall survive the expiration and/or termination of this
         Agreement, regardless of the cause, for a period of time not less than
         the applicable Statute of Limitations in this State.

         16.2 PPM agrees to cooperate with HUMANA in assuring that any stop-loss
         coverage required by law is made available. PPM agrees and shall
         require PPM Physicians to agree that compensation received from HUMANA
         shall be adjusted by the cost of any stop-loss coverage which HUMANA
         may be required by law to provide.

                                       11
<PAGE>   12

17.      HUMANA INSURANCE

         At all times, HUMANA will maintain such policies of comprehensive
         general liability insurance and other insurance or self insurance, as
         shall be necessary to insure HUMANA against any claim or claims for
         damages arising in connection with the performance of HUMANA's
         responsibilities under this Agreement. If requested by PPM, HUMANA
         shall provide PPM evidence of such coverage upon execution of this
         Agreement and thereafter at reasonable intervals as requested by PPM
         during the term of this Agreement. This clause shall survive for a
         period of time not less than the applicable Statute of Limitations in
         this state.

18.      MEDICAL RECORDS

         18.1 PPM shall require PPM Physicians to prepare, maintain and retain
         records relating to Members in such form and for such time periods as
         required by applicable state and federal laws, licensing, accreditation
         and reimbursement rules and regulations to which HUMANA is subject, and
         in accordance with accepted medical practice and HUMANA standards
         HUMANA, pursuant to authorization of the Member signed at time of
         enrollment during the application process, the sufficiency of which
         hereby is acknowledged, or any federal or state regulatory agency, as
         permitted by law, may obtain, copy and have access, upon reasonable
         request, to any medical, administrative or financial record of PPM
         and/or PPM Physicians related to Covered Services provided by PPM
         Physicians to any HUMANA Member. Copies of such records shall be at no
         additional cost to HUMANA or the Member.

         18.2 Upon request from Humana or a Member, PPM agrees and shall require
         PPM Physicians to agree to transfer the complete original or a complete
         acceptable copy of the medical records of any Member to another
         physician or provider for any reason, including termination of this
         Agreement. The transfer of medical records shall be at no cost to
         either HUMANA or the Member and shall be made within a reasonable time
         following the request but in no event less than five (5) business days
         except in cases of emergency. PPM agrees and shall require PPM
         Physicians to agree that such timely transfer of medical records is
         necessary to ensure the continuity of care for Members. PPM agrees to
         pay court costs and/or legal fees necessary for HUMANA to enforce the
         terms of this provision.

         18.3 PPM, PPM Physicians and HUMANA agree to maintain the
         confidentiality of information contained in the medical records of
         Members.

         18.4 This Article 18 shall survive termination of this Agreement,
         regardless of the cause for such termination.

19.      MALPRACTICE CLAIMS

         PPM shall require PPM Physicians to notify HUMANA in writing within
         forty-

                                       12
<PAGE>   13

         eight (48) hours or such lesser period of time as required by the
         applicable statute of this State of any Member claim alleging
         malpractice or the occurrence of any incident involving a Member which
         may result in legal action.

20.      GRIEVANCE AND APPEALS PROCESS

         PPM agrees and shall require PPM Physicians to agree to cooperate and
         participate with HUMANA in its grievance and appeals processes to
         resolve disputes which may arise between HUMANA and PPM/PPM Physicians
         and/or HUMANA and it Members. PPM shall comply and shall require PPM
         Physicians to comply with all final determinations made through the
         grievance and appeals processes.

21.      USE OF PPM AND PPM PHYSICIANS' NAME

         21.1 HUMANA shall have the right to include the following information
         in any and all marketing and administrative materials it distributes:
         PPM and PPM Physicians' names, telephone numbers, addresses, hours of
         operation and types of practices or specialties, and the names of all
         physicians and physician extenders providing care at PPM Physicians'
         facilities. HUMANA shall provide PPM with copies of any such
         administrative or marketing materials upon request.

         21.2 Neither party shall advertise nor utilize any marketing materials,
         logos, trade names, service marks or other materials belonging to the
         other party without its prior written consent. Neither party shall
         acquire any right or title in or to the marketing materials, logos,
         trade names, service marks or other materials of the other.

         21.3 PPM agrees and shall require PPM Physicians to agree to: (I) allow
         HUMANA to place HUMANA signage and/or brochures, excluding any
         applications, in PPM Physicians' offices; (II) mail an announcement of
         PPM and PPM Physicians new affiliation with HUMANA to their patients;
         (III) furnish HUMANA with a complete list of the names and addresses of
         PPM's or PPM Physicians' patients in the event PPM or PPM Physicians
         provide such patient list to another payor and (IV) cooperate on a
         regular basis, to the extent permitted under applicable state and
         federal laws, rules and regulations, in joint marketing activities. PPM
         acknowledges and agrees and shall require PPM Physicians to acknowledge
         and agree that any communications between PPM and/or PPM Physicians and
         Medicare Members which describe any HUMANA Medicare product in any way
         requires the prior written approval of HUMANA and HCFA.

22.      PAYMENT ARRANGEMENT

         22.1 HUMANA shall pay PPM or PPM Physicians, as applicable, in
         accordance with the PPM and PPM Physician Reimbursement described in
         Attachment E. PPM shall collect or shall require PPM Physicians to
         collect the

                                       13
<PAGE>   14

         payments owed by Members pursuant to their health benefits contract,
         including but not limited to copayments, deductibles, coinsurance
         and/or cost-share amounts (hereinafter referred to as "Copayments")
         required directly from the Member, and shall not waive, discount or
         rebate any such Copayment. The payment from HUMANA, plus any Copayments
         due from Members, shall be accepted by PPM and at PPM's direction by
         PPM Physicians as payment in full for all Covered Services.

         22.2 HUMANA shall have the right to conduct, or have conducted by a
         third party, audits and evaluations from time to time of all billing
         and financial records of PPM and/or PPM Physicians related to medical
         services provided to HUMANA Members. PPM shall allow HUMANA or its
         designee access to PPM's billing and financial records and those of PPM
         Physicians to conduct the audits and evaluations.

         22.3 Notwithstanding anything to the contrary identified herein, PPM or
         PPM Physicians, as applicable, have the right to dispute reimbursement
         of a claim for a period of up to six (6) months from the date such
         claim was paid by HUMANA or the end of the final Accounting Period, as
         defined in Attachment E of this Agreement, whichever is less. In the
         event of such a dispute, the parties agree to work toward a mutually
         agreeable resolution of such dispute. PPM shall provide at a minimum
         the following information if the PPM or a PPM Physician contests the
         payment of a claim as set out herein: Member name and identification
         number, date of service, relationship of the Member-patient to the
         Member who completed the application for health care benefits coverage
         with HUMANA, claim number, name of the provider of medical services,
         charge amount, payment amount, the allegedly correct payment amount,
         difference between the amount paid and the allegedly correct payment
         amount and a brief explanation of the basis for the contestation.
         HUMANA will review such contestation(s) and respond to PPM within sixty
         (60) days of the date of receipt by HUMANA of such contestation. The
         parties acknowledge and agree that HUMANA's decision on the matter will
         be final. Failure to contest the amount of any claim paid hereunder
         within the time specified above shall result in the waiver of PPM's and
         PPM Physicians', where applicable, right to contest such claims amount
         distributed.

         22.4 PPM agrees and shall require PPM Physicians to agree to accept as
         payment in full for Covered Services provided to Members not assigned
         to a PPM Physician and who receive Covered Services from a PPM
         Physician(s) the reimbursements outlined in Attachment E of the
         Agreement. Further, in the event that Members assigned to PPM
         Physicians receive services and/or treatment at another facility or
         from another physician or health care provider, payment for such
         services and/or treatment shall be in accordance with the contracted
         rates with such other facility, physician or other health care
         provider, to the extent such a contract exists between HUMANA and such
         other facility, physician or other health care provider.

                                       14
<PAGE>   15

         22.5 Further, PPM acknowledges and agrees and shall require PPM
         Physicians to acknowledge and agree that HUMANA may deny payment of
         medical services rendered to Members, which are determined not to be
         Medically Necessary by HUMANA. PPM agrees and shall require PPM
         Physicians to agree that in the event of a denial of payment for
         services rendered to Members that are determined not to be Medically
         Necessary, PPM shall not and shall require PPM Physicians to agree not
         to bill, charge, seek payment or have any recourse against Members or
         persons other than HUMANA acting on their behalf for medical services
         provided pursuant to this Agreement.

23.      BILLING/ENCOUNTER PROCEDURES

         23.1 PPM shall and/or shall require PPM Physicians to prepare and
         submit to HUMANA, according to billing procedures established by
         HUMANA, billing and/or encounter information for Members who have
         received Covered Services. PPM shall require PPM Physicians to use the
         standard billing and encounter forms required or agreed to by HUMANA.

         23.2 PPM shall require PPM Physicians and PPM affiliated health care
         providers to submit all claims and encounters to HUMANA electronically
         by means available and accepted as industry standards that are mutually
         agreeable, which may include claims clearinghouses, or IMS-Medacom, or
         other technology that is mutually agreed upon by HUMANA and PPM, and in
         accordance with published HUMANA claims policies, procedures and
         guidelines on the earlier of the Effective Date of this Agreement or
         six (6) months following execution of this Agreement. Should PPM and/or
         PPM Physicians be unable to submit claims electronically upon execution
         of this Agreement, PPM and/or PPM Physicians shall make such
         arrangements as may be necessary, at their sole expense, to do so
         within six (6) months from the date of execution of this Agreement. For
         purposes of this Agreement, "claims" shall be defined as notification
         to an insurance or managed health care company that payment of an
         amount is due under the terms of this Agreement and in accordance with
         the applicable Member health benefits contract.

         23.3 Should PPM and/or PPM Physicians fail to comply with the terms of
         Section 23.2 above, HUMANA may, at its sole discretion pend payment of
         monies to PPM and/or PPM Physicians until completed claims are
         submitted electronically. In no event will HUMANA's Members be
         responsible for monies in addition to those Copayments due under the
         applicable Member health care benefits contract.

         23.4 PPM agrees and shall require PPM Physicians to agree to submit all
         fee-for-service claims eligible for reimbursement as provided under
         this Agreement within sixty (60) days from the date of service. HUMANA
         may, at its sole discretion, deny payment for any such fee-for-service
         claim(s) received after sixty

                                       15
<PAGE>   16

         (60) days from the date of service. PPM acknowledges and agrees and
         shall require PPM Physicians to acknowledge and agree that at no time
         shall HUMANA's Members be responsible for any payments in addition to
         applicable Copayments for Covered Services provided to such Members. In
         the event the penalty described herein is effected, the Member's
         Copayment, if any, shall be adjusted accordingly.

         23.5 In the event that PPM or PPM Physician(s), as applicable, are
         reimbursed for Covered Services on a capitated basis, and no claims for
         services are submitted to HUMANA at the time of service, PPM agrees and
         shall require PPM Physicians to agree to provide HUMANA accurate and
         complete information ("Encounter Data") regarding the provision of
         Covered Services for Members in a form mutually to be agreed upon by
         both parties. Encounter Data shall include at a minimum Member
         identification and demographic information, PPM and/or PPM Physician
         tax identification number, date of service, all applicable CPT-4 and
         ICD-9 codes, and where applicable billed charges.

         23.6 PPM acknowledges and agrees, and shall require PPM Physicians to
         acknowledge and agree, that such Encounter Data shall be provided to
         HUMANA on a monthly basis on or before the last day of each month for
         encounters occurring in the immediately preceding month. In the event
         PPM and/or PPM Physicians fail to provide, or arrange for the provision
         of, the Encounter Data by the date specified above, and upon HUMANA's
         notice to PPM of such failure, PPM shall have thirty (30) days from the
         date of said notice to develop a corrective action plan acceptable to
         HUMANA to insure compliance with the timely submission of the Encounter
         Data. In the event the corrective action plan is unacceptable to
         HUMANA, or the plan fails to correct the problem within sixty (60) days
         of implementation of the corrective action plan, HUMANA, at its sole
         discretion, may: (I) withhold PPM's and/or PPM Physicians', as
         applicable, subsequent payments or (II) pend such payments until such
         Encounter Data is submitted to HUMANA in an acceptable form, or (III)
         terminate this Agreement upon at least sixty (60) days written notice
         to PPM.

         23.7 PPM shall and shall require all PPM Physicians to use the most
         current procedural technology (CPT) codes on all forms. PPM and/or PPM
         Physicians will abide by all CPT code rules and guidelines that are
         applicable (including inclusive procedure codes).

          23.8 HUMANA will deduct from payments to PPM or PPM Physician(s), as
         applicable, the cost of any non-covered service and Copayment amounts
         required by the applicable HUMANA Member health benefits contract.
         Amounts deducted for non-covered services and Copayments will be
         determined on the basis of the applicable Member health benefits
         contract.

                                       16
<PAGE>   17

24.      OFF-SET

         24.1 PPM shall be notified in writing by HUMANA of any monies PPM or
         PPM Physician(s) may owe HUMANA, for any reason, and PPM shall have
         thirty (30) days from receipt of such notification to refund monies
         owed to HUMANA. If there is a dispute as to monies owed to HUMANA, PPM
         shall provide a written response to HUMANA outlining the specific
         nature of such dispute within such thirty (30) day notice period.
         Notwithstanding the above, PPM authorizes and shall require PPM
         Physician(s) to authorize HUMANA to deduct monies that otherwise may be
         due and payable to HUMANA from any outstanding monies that HUMANA, for
         any reason, may owe to PPM or PPM Physician(s), as applicable.

         24.2 PPM agrees that HUMANA may make retroactive adjustments to the
         payment and funding arrangement(s) outlined in the enclosed attachments
         for changes in enrollment and other business reasons including but not
         limited to claims payment errors, data entry errors, capitation errors
         and incorrectly submitted claims.

25.      PPM GUARANTEE

         PPM shall provide HUMANA with a performance and financial guarantee
         under the terms and in an amount to be agreed upon by the parties, and
         secured through a letter of credit, performance bond or other
         instrument approved by HUMANA, attached hereto and incorporated herein
         as Attachment J. Such guarantee shall be provided to HUMANA prior to
         the execution of this Agreement to ensure the performance of PPM's
         obligations hereunder and payment of any deficits that may occur in the
         PPM Settlement Fund(s) described herein.

26       COORDINATION OF BENEFITS/RECOVERY RIGHTS

         26.1 Payment for Covered Services provided to each Member are subject
         to reimbursement, or subrogation with other benefits payable or paid to
         or on behalf of the Member, and to HUMANA's rights of recovery in third
         party liability situations. PPM agrees and/or shall require PPM
         Physicians to agree to accept any HUMANA capitation or other payment
         amounts due under this Agreement, plus any Copayments due from Member,
         as payment in full for all Covered Services provided to Members, and
         PPM hereby assigns and shall require PPM Physicians to assign to HUMANA
         all PPM's and/or PPM Physicians' recovery, reimbursement or subrogation
         rights along with other benefits that may be payable with respect to a
         Member.

         26.2 In cases where a Member has coverage, other than with HUMANA,
         which requires or permits coordination of benefits from a third party
         payor in addition to HUMANA, HUMANA will coordinate its benefits with
         such other payor(s). HUMANA will pay the lesser of: (I) the amount due
         under this Agreement; or (II) the amount due under this Agreement less
         the amount payable or to be paid by

                                       17
<PAGE>   18

         the other payor(s) or (III) the difference between allowed billed
         charges and the amount paid by the other payor(s). In the event
         Medicare is the primary payor, HUMANA shall pay PPM and/or PPM
         Physicians, as applicable, the amount of deductible, coinsurance and/or
         other plan benefits which are not covered services under Title XVIII of
         the Social Security Act, as amended, subject to the benefit limits and
         rates of the applicable health benefits contract. In no event will
         HUMANA pay an amount which then combined with payments from the other
         payor(s) exceeds the contracted rate provided in this Agreement. HUMANA
         will in all cases coordinate benefits payments in accordance with
         applicable statutes, laws and regulations and in accordance with its
         health benefits contracts.

         26.3 PPM agrees to use and shall require PPM Physicians to agree to use
         their best efforts to determine the availability of other benefits,
         including third party liability, and to obtain any information or
         documentation required by HUMANA to facilitate HUMANA's coordination of
         such other benefits.

27.      NO LIABILITY TO MEMBERS FOR CHARGES

         27.1 PPM agrees and shall require PPM Physicians to agree that in no
         event, including, but not limited to non-payment by HUMANA, HUMANA's
         insolvency or breach of this Agreement, PPM and/or PPM Physicians shall
         bill, charge, collect a deposit from, seek compensation, remuneration
         or reimbursement from, or have any recourse against Members of HUMANA
         or persons other than HUMANA acting on their behalf for Covered
         Services provided pursuant to this Agreement. This provision shall not
         prohibit collection from Member for any non-covered service or
         Copayment amounts in accordance with the terms of the applicable Member
         health benefits contract and with the terms of this Agreement

         27.2 PPM agrees and shall require PPM Physicians to agree that in the
         event of HUMANA's insolvency or other cessation of operations, benefits
         to Members will continue for the periods for which premiums have been
         paid and benefits to Members confined in an inpatient facility on the
         date of insolvency or other cessation of operations will continue until
         their discharge.

         27.3 PPM further agrees, and shall require PPM Physicians to agree
         that: (I) this provision shall survive the termination of this
         Agreement regardless of the cause giving rise to termination and shall
         be construed to be for the benefit of the Member; (II) this provision
         supersedes any oral or written contrary Agreement now existing or
         hereafter entered into between PPM Physicians and Members or persons
         acting on their behalf and (Ill) this provision shall apply to PPM
         Physicians, and PPM shall obtain from such persons specific agreement
         to this provision.

         27.4 Any modification, addition or deletion to this Article 27 of the
         Agreement shall not become effective until after the Commissioner of
         Insurance has given

                                       18
<PAGE>   19

         HUMANA written notice of approval of such proposed changes, or such
         changes are deemed approved in accordance with State laws.

28.      MORE FAVORABLE AGREEMENTS

         If during the term of this Agreement, PPM enters into any contract or
         other arrangement under which the PPM renders and/or provides for the
         provision of medical services through its PPM Physicians at a discount,
         differential or other allowance which is more favorable than the
         payment method or rates set out in Attachment E, then the PPM shall
         notify HUMANA immediately, in accordance with Article 44, and HUMANA
         shall be entitled to such discount, differential or other allowance
         effective as of the effective date of such other contract or
         arrangement. This provision shall not apply to medical services
         provided under any government program.

29.      CONFLICT OF INTEREST

         29.1 PPM hereby represents and warrants that except as disclosed in
         Attachment G, PPM, including all Principals of PPM, and PPM Physicians
         do not have an interest, directly or indirectly, as a partner, officer,
         member, director, including but not limited to medical director,
         shareholder of more than five percent (5%) of the entity's outstanding
         shares, financial, business and/or medical advisor, employee or in any
         other employed, managerial, advisory, fiscal, ownership or control
         capacity, in any other health maintenance organization, prepaid health
         plan or similar entity providing prepaid health services, and/or any
         affiliated companies thereof, hereafter referred to as "Competitive
         Plan".

         29.2 PPM agrees that PPM has a continuing obligation to update any and
         all information in Attachment G and to notify HUMANA immediately of any
         changes herein,

30.      ACCESS TO INFORMATION

         30.1 Upon request, PPM agrees and shall require PPM Physicians to agree
         that HUMANA, or its designee, shall have reasonable access and an
         opportunity to thoroughly examine, during normal business hours, on at
         least twenty-four (24) hours' advance notice, or such shorter notice as
         may be imposed on HUMANA by a federal or state regulatory agency or
         accreditation organization, the facilities, books, records and
         operations of PPM, PPM Physicians or any related entity or
         organization, as they apply to obligations of PPM and/or PPM Physicians
         under this Agreement. Related entity or organization shall be defined
         as: (I) having influence or ownership. or control and (II) either a
         financial relationship or a relationship for rendering of services. The
         purpose of this clause is to permit HUMANA the right to assure
         compliance by PPM and PPM Physicians of all financial, operational,
         quality assurance, credentialing, as well as all other obligations of
         PPM and PPM Physicians' under this Agreement and their

                                       19
<PAGE>   20

         continuing ability to meet such obligations. PPM shall require PPM
         Physicians to consent to such access as a condition of its agreement
         with PPM.

         30.2 Failure to comply with any request for access, by HUMANA or its
         agents, within seven (7) days of receipt of notification shall
         constitute a material breach of this Agreement.

31.      NEW PRODUCTS/PAYMENT MECHANISM

         During the term of this Agreement, HUMANA may develop/implement new
         products and/or payment mechanisms, from time to time. Should HUMANA
         elect to offer PPM such new product and/or payment mechanism, PPM shall
         be provided with thirty (30) days' written notice prior to the
         implementation of such new products or payment mechanisms. If PPM does
         not object to the implementation of such new product or payment
         mechanism within such thirty (30) day notice period, PPM shall be
         deemed to have accepted the new product or payment mechanism. In the
         event PPM objects to any such new product or payment mechanism, the
         parties shall confer in good faith to reach agreement. If such
         agreement cannot be reached, such new product and/or payment mechanism
         shall not apply to this Agreement, and HUMANA may, at its sole
         discretion, terminate this Agreement upon ninety (90) days written
         notice to PPM. Further, in the event that such agreement is not
         reached, and HUMANA elects to continue this Agreement, PPM agrees to
         waive any non-compete or exclusivity arrangement between PPM and its
         independent contractor PPM Physicians, and that HUMANA, at its sole
         discretion, may negotiate contracts with the independent contractor PPM
         Physicians directly for such new product(s) or payment mechanism(s)
         upon fourteen (14) calendar days notice to PPM.

32.      ASSIGNMENT AND DELEGATION

         32.1 This Agreement is entered into to secure the services of PPM and
         PPM Physicians. Accordingly, any assignment by PPM and/or PPM
         Physicians of their interest under this Agreement shall require the
         prior written consent of HUMANA, which consent may be granted or denied
         in HUMANA's sole and complete discretion. As used in this paragraph,
         the term "assignment" shall also include a change of control in PPM
         and/or PPM Physician(s) by merger, consolidation, transfer or the sale
         of thirty-three percent (33%) or more stock or other ownership interest
         in PPM and/or PPM Physician(s). Any attempt by PPM and/or PPM
         Physician(s) to assign their interest under this Agreement without
         complying with the terms of this paragraph shall be void and of no
         effect, and HUMANA, at its option, may elect to terminate this
         Agreement without any further liability or obligation to PPM and/or PPM
         Physician(s). HUMANA may assign this Agreement in whole or in part to
         any purchaser of all or a substantial portion of the book of business
         in respect of which this Agreement is executed or to any affiliate of
         HUMANA, provided that the assignee agrees to assume

                                       20
<PAGE>   21

         HUMANA's obligations under this Agreement.

         32.2 Should HUMANA consent to an assignment or delegation of all or any
         portion of PPM or PPM Physicians obligations under this Agreement, the
         assignee, as a condition precedent to HUMANA's consent to assignment,
         shall comply with all the terms and conditions of this Agreement
         through the term of this Agreement in force at the time of the proposed
         assignment plus one (1) additional year.

33.      TERM AND TERMINATION OF AGREEMENT

         This Agreement shall be effective only if and when HUMANA separately
         has notified PPM of its acceptance of PPM Physicians applications. The
         term of this Agreement and provisions for its termination are outlined
         in Attachment F.

34.      COMPLIANCE WITH REGULATORY REQUIREMENT

         34.1 PPM acknowledges, understands and agrees that this Agreement is
         subject to the review and approval of federal and applicable state
         regulatory agencies. Any modification of this Agreement requested by
         the agency(ies) shall he incorporated as provided in Article 35 of this
         Agreement.

         34.2 PPM Physicians shall be bound by and comply with the provisions of
         applicable state and federal laws, rules and regulations. HUMANA may
         terminate his Agreement immediately as to any individual PPM Physician,
         in the event that a PPM Physician violates any of the provisions of
         applicable state and federal laws, rules and regulations or commits any
         act or engages in any conduct for which his/her medical license is
         revoked or suspended, or otherwise is restricted by any state licensing
         or certification agency by which the PPM Physician is licensed, or is
         otherwise disciplined by such agency, department or any professional
         organization of physicians.

         34.3 PPM agrees to be bound by and comply with the provisions of
         applicable state and federal laws, rules and regulations. If PPM
         violates any of the provisions of applicable state and federal laws,
         rules or regulations or commits any act or engages in any conduct
         prohibited by any state licensing or certification agency HUMANA may
         terminate this Agreement immediately.

35.      SEVERABILITY

         If any part of this Agreement should be determined to be invalid,
         unenforceable, or contrary to law or professional ethics, that part
         shall be reformed, if possible, to conform to law and ethics, and if
         reformation is not possible, that part shall be deleted, and the other
         parts of this Agreement shall remain fully effective.

                                       21
<PAGE>   22

36.      NOTIFICATION OF IMPAIRMENT

         36.1 PPM shall notify HUMANA, and shall require PPM Physicians to
         notify HUMANA immediately at any time if PPM and/or PPM Physician(s):
         (I) makes a general assignment for the benefit of its creditors; (II)
         becomes unable to pay its debts when due; (III) files a petition in
         bankruptcy, whether voluntary or involuntary and/or (IV) otherwise is
         impaired financially and is unable to perform its duties hereunder.

         36.2 HUMANA shall notify PPM immediately at any time if HUMANA: (I)
         makes an assignment for the benefit of its creditors; (II) becomes
         unable to pay its debts when due; (III) files a petition in bankruptcy,
         whether voluntary or involuntary and/or (IV) is otherwise impaired
         financially and is unable to perform its duties hereunder.

37.      RIGHT TO CONTRACT

         37.1 PPM agrees that HUMANA shall be entitled to enter into contract
         negotiations with PPM Physicians and that PPM Physicians shall be
         entitled to enter into contracts with HUMANA for the direct provision
         of services to Members, and that PPM hereby agrees that any covenant
         not to compete or exclusivity arrangement between PPM and PPM
         Physicians as it relates to HUMANA, is waived: (I) at the election of
         PPM Physician; or (II) upon dissolution of PPM; or (III) in the event
         of notice of termination of this Agreement.

         37.2 Further, PPM agrees that HUMANA may enter into contract
         negotiations with PPM Physicians at any time for, the provision of
         medical services to HUMANA Members not covered under this Agreement.

         37.3 Notwithstanding anything to the contrary outlined above, this
         Article 37 shall apply to PPM Physicians directly employed or whose
         practices are owned by PPM only in the event such PPM Physician(s)
         terminate their employment with PPM regardless of the cause giving rise
         to such termination.

38       INFORMATION

         Subject to applicable legal limitations, PPM and HUMANA mutually agree
         to share information necessary for the parties to meet their
         obligations under this Agreement, including but not limited to
         financial arrangements the parties may have with other health care
         providers and claims data regarding the provision of services to HUMANA
         Members covered under this Agreement. The parties agree that any such
         information shared shall be held in strict confidence and shall not be
         disclosed to any third party without the express written consent of the
         other party, except in response to a valid court order or when
         disclosure is required by a government agency.

                                       22
<PAGE>   23

39.      NON-COMPETE

         39.1 During the term of this Agreement and for the one (1) year period
         following termination of this Agreement, regardless of the cause giving
         rise to such termination, PPM agrees and shall require PPM Physicians
         to agree that it is in their respective legitimate business interests
         to enter into the following restrictive covenants, such interests being
         the preservation and fostering of goodwill and the substantial business
         and other relationships the parties have with their respective Members,
         customers, providers, patients and others. Therefore, the parties agree
         to the following:

         39.1.1 PPM agrees and shall require PPM Physicians to agree not to,
         directly or indirectly: (I) engage in any activities which are in
         competition with HUMANA's comprehensive health insurance, health
         maintenance organization or comprehensive benefits plans business,
         including hut not limited to obtaining a license to become a managed
         health care plan offering HMO or POS products; or (II) acquire, manage,
         establish or otherwise have any direct or indirect interest in any
         provider sponsored organization or network (such organization or
         network commonly and hereinafter referred to as a "PSN"), as now or in
         the future defined or authorized by HCFA or any other federal or state
         agency or enabling legislation or regulation, for the purpose of
         administering, developing, implementing or selling Medicare, Medicaid
         or other government sponsored heath insurance or benefit plans; or
         (III) contract or affiliate with another party which is a licensed
         managed care organization, where such affiliation or contract is for
         the purpose of offering and sponsoring HMO or POS products, and where
         PPM and/or PPM Physicians obtain an ownership interest in the HMO or
         POS managed health care product to be marketed and (IV) not to enter
         into agreements with other managed care entities and/or insurance
         companies and/or provider sponsored networks/organizations for the
         provision of health care services to Medicare HMO, Medicare P05 and/or
         other Medicare replacement patients, at the same office sites where
         services are to be provided to HUMANA Members and as listed in
         Attachment C of this Agreement or at other office sites within a five
         (5) mile radius of said office sites listed in Attachment C.
         Notwithstanding the above, should PPM offer and/or contract or
         affiliate with another party for the purpose of sponsoring HMO or POS
         managed health care products at any of its locations, HUMANA, at its
         sole discretion, may terminate this Agreement upon ninety (90) days
         notice to PPM.

40.      PATIENT SELF DETERMINATION ACT

         The PPM and PPM Physicians acknowledge and agree to comply with the
         laws of Florida respecting advance directives as defined in the Patient
         Self Determination Act (P.L. 101-508). An advance directive, being for
         example a living will or a durable power of attorney in which an
         individual makes decisions concerning his/her medical care, including
         the right to accept or refuse medical or surgical treatment.

                                       23
<PAGE>   24

41.      RIGHT TO INJUNCTION

         In the event of an actual or threatened breach of this Agreement,
         HUMANA shall be entitled to an injunction enforcing this Agreement in
         addition to all other remedies available at law.

42.      GOVERNING LAW

         42.1 This Agreement shall be governed by and construed in accordance
         with the laws of the State of Florida. In the event of a conflict
         between the terms of this Agreement and the terms of any PPM and/or PPM
         Physician agreement, the terms of this Agreement shall control.

         42.2 Further, PPM acknowledges and agrees and shall require PPM
         Physicians to acknowledge and agree that in the event of any conflict
         between PPM subcontracts with PPM Physicians and state and federal
         laws, rules and regulations to which HUMANA is subject, such state and
         federal laws, rules and regulations shall control.

43.      WAIVER

         Waiver, whether expressed or implied, of any breach of any provision of
         this Agreement shall not be deemed to be a waiver of any other
         provision or a waiver of any subsequent or continuing breach of the
         same provision. In addition, waiver of one of the remedies available to
         either party in the event of a default or breach of this Agreement by
         the other party, shall net at any time be deemed a waiver of a party's
         right to elect such remedy(ies) at any subsequent time if a condition
         of default continues or recurs.

44.      NOTICES

         Any notices, requests, demands or other communications, except notices
         of changes in policies and procedures pursuant to Article 7, required
         or permitted to be given under this Agreement shall be in writing and
         shall be deemed to have been given: (I) on the date of personal
         delivery or (II) provided such notice, request, demand or other
         communication is received by the party to which it is addressed in the
         ordinary course of delivery: (I) on the third day following deposit. in
         the United States mail, postage prepaid, by certified mail, return
         receipt requested, (ii) on the date of transmission by telegram, cable,
         telex or facsimile transmission or (iii) on the date following delivery
         to a nationally recognized overnight courier service, each addressed to
         the other party at the address set forth below their respective
         signatures to this Agreement, or to such other person or entity as
         either party shall designate by written notice to the other in
         accordance herewith. Unless a notice specifically limits its scope,
         notice to any one party included in the term "HUMANA" or "PPM" shall
         constitute notice to all parties included in the respective terms.

                                       24
<PAGE>   25

45.      CONFIDENTIALITY

         PPM agrees to maintain in strict confidence the contents of this
         Agreement, and any information regarding any dispute arising out of
         this Agreement, and agree not to disclose the contents of this
         Agreement or information regarding any dispute arising out of this
         Agreement to any third party without the express written consent of
         HUMANA, except pursuant to a valid court order, or when disclosure is
         required by a governmental agency. Notwithstanding anything to the
         contrary herein, the parties acknowledge and agree that PPM Physicians
         may discuss the reimbursement methodology included herein with Members
         requesting such information.

46.      COUNTERPARTS AND HEADINGS

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

         46.2 The headings in this Agreement are for reference purposes only and
         shall not constitute a part hereof.

47.      INCORPORATION OF ATTACHMENTS

         Attachments A, B, C, D, E, F, G, H, I, J, K, L and M are incorporated
         herein by reference and made a part of this Agreement.

48.      FORCE MAJEURE

         No party to this Agreement shall be deemed to breach its obligations
         under this Agreement if that party's failure to perform under the terms
         of this Agreement is due to any act of God, riot, war or natural
         disaster.

49.      ENTIRE AGREEMENT

         This Agreement, including the Cover Sheet, Manual, the Attachments and
         Amendments hereto and the documents incorporated herein, constitutes
         the entire agreement between HUMANA and PPM with respect to the subject
         matter hereof, and it supersedes any other agreement, oral or written,
         between HUMANA and PPM.

50.      MODIFICATION OF THIS AGREEMENT

         PPM acknowledges and agrees and shall require PPM Physicians to
         acknowledge and agree, that this Agreement may be amended or modified
         in writing as

                                       25
<PAGE>   26

         mutually agreed upon by the parties. In addition, HUMANA may modify or
         amend this Agreement upon thirty (30) days written notice to PPM and,
         if applicable, the compensation rates identified herein shall be
         adjusted accordingly. Failure of PPM to object to such modification
         during the thirty (30) day notice period shall constitute acceptance of
         such modification. If PPM objects to such modification or amendment,
         notwithstanding any provision in this Agreement to the contrary, HUMANA
         may terminate this Agreement upon ninety (90) days written notice to
         PPM.

                                       26
<PAGE>   27

IN WITNESS WHEREOF, the parties have the authority necessary to bind the
entities identified herein and have executed this Agreement to be effective as
of this 1st day of August, 1998, thereafter known as "Effective Date." It is
provided, however, that HUMANA's execution of this Agreement shall not
constitute the acceptance required to make this Agreement effective pursuant to
Article 8.

<TABLE>
<CAPTION>
HUMANA                                                       PPM
------                                                       ---
<S>                                                         <C>
By:                                                          By:
   -------------------------------                              ------------------------------------
Print Name:                                                  Print Name:
           -----------------------                                      ----------------------------
Title:                                                       Title:
      ----------------------------                                 ---------------------------------
Date:                                                        Date:
     -----------------------------                                ----------------------------------

Address for Notice:                                          Address for Notice:
Joseph Berding. Regional Vice President                      Continucare Medical Management, Inc.
Humana                                                       100 S.E. 2nd Street
3400 Lakeside Drive                                          36th Floor
Miramar, FL 33027                                            Miami, FL  33131
</TABLE>

COPY TO:
Humana Inc.
500 West Main Street
Louisville, KY 40201
Att.: Law Department

                                       27