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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



Date of Report (date of earliest event reported)         May 30, 1996
                                                -------------------------------

                         PEDIATRIX MEDICAL GROUP, INC.
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             (Exact name of registrant as specified in its charter)


                                    FLORIDA
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                 (State or other jurisdiction of incorporation)


           0-26762                                        65-0271219
  -------------------------                    -------------------------------
  (Commission File Number)                    (IRS Employer Identification No.)


                              1455 NORTHPARK DRIVE
                              FT. LAUDERDALE, FLORIDA                  33326
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                      (Address of principal executive offices)       (Zip Code)


Registrant's telephone number, including area code      (954) 384-0175
                                                   ----------------------------


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         (Former name or former address, if changed since last report)





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ITEM 5.       OTHER EVENTS

              On May 30, 1996, Pediatrix Medical Group of Texas, P.A., a Texas
professional association ("Buyer"), which is a separate legal entity that
contracts with Pediatrix Medical Group, Inc., a Florida corporation (the
"Registrant"), acquired the Purchased Assets (as defined) of West Texas
Neonatal Associates, a Texas general partnership ("WTNA").  The aggregate
purchase price for the Purchased Assets was $5.25 million.  The amount of
consideration paid for the Purchased Assets was determined through arms' length
negotiations among representatives of the Registrant and WTNA.  The foregoing
summary is qualified in its entirety by the copy of the Asset Purchase
Agreement attached hereto as an exhibit.

              The source of the consideration paid was a portion of the
proceeds from the Registrant's initial public offering completed in September
1995.


ITEM 7.       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

              (a)         FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

                          Not applicable.

              (b)         PRO FORMA FINANCIAL INFORMATION

                          Not applicable.

              (c)         EXHIBITS

                            2.1   Asset Purchase Agreement, dated May 30, 1996,
                                  among Buyer, the Registrant, WTNA and the
                                  partners of WTNA.





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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                   PEDIATRIX MEDICAL GROUP, INC.


Dated:   June 12, 1996                             By: /s/ Lawrence M. Mullen
                                                       ------------------------
                                                       Lawrence M. Mullen
                                                       Chief Financial Officer





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                                 EXHIBIT INDEX



EXHIBIT NO. EXHIBIT NAME - ----------- ------------ 2.1 Asset Purchase Agreement, dated May 30, 1996, among Buyer, the Registrant, WTNA and the partners of WTNA.
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                                                                     EXHIBIT 2.1

                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into and
executed as of May 30, 1996, by and among (i) PEDIATRIX MEDICAL GROUP OF TEXAS,
P.A., a Texas professional association ("Buyer"), (ii) WEST TEXAS NEONATAL
ASSOCIATES, a Texas general partnership ("Partnership"), and (iii) the
professional association and the individual physicians whose names are set
forth in Exhibit A hereto (individually, "Partner" and collectively,
"Partners"), with respect to the following facts:

         A.      Luis A. Ayo, M.D. and Roy Caviglia, M.D. entered into one
certain partnership agreement dated January 15, 1986, a copy of which is
attached hereto as Exhibit B.

         B.      Thereafter, Luis A. Ayo, M.D., P.A., a Texas professional
association ("Ayo P.A.") was admitted as a partner of the partnership created
according to that certain partnership agreement dated January 15, 1986, a copy
of which is attached hereto as Exhibit B.

         C.      The Partners have operated their business in accordance with a
partnership agreement dated January 15, 1986, a copy of which is attached
hereto as Exhibit B.

         D.      The Partnership and Partners (collectively "Sellers") are the
record and beneficial owners of all of the assets ("Purchased Assets") utilized
in, or with regard to, Sellers' Business (as hereinafter defined).

         E.      Buyer desires to purchase from Sellers, and Sellers desire to
sell to Buyer, the Purchased Assets.

         NOW, THEREFORE, in consideration of the mutual agreements and
covenants contained herein (the adequacy of which is hereby mutually
acknowledged by the Parties), the Parties hereto hereby agree as follows:

1.0      DEFINITIONS

         1.1     DEFINITIONS - For purposes of the Agreement, the words and
terms listed below shall have the following respective meanings:

         a.      "Agreement" means this agreement for purchase and sale of
                 Purchased Assets, together with all exhibits and schedules
                 referenced herein or attached hereto.

         b.      "Authority" means any federal, state or local regulatory
                 governmental agency, commission, bureau or authority.

         c.      "Business" means the medical practice, and all related
                 enterprises, presently carried on by the Sellers.





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         d.      "Closing" means the consummation of the sale to, and the
                 purchase by, Buyer of the Purchased Assets by the transfer and
                 delivery of documents of title thereto and the payment of the
                 Purchase Price therefor.

         e.      "Closing Date" means May 30, 1996, or such other date as the
                 Parties may mutually agree.  Unless the parties otherwise
                 agree in writing, the Closing shall be deemed effective as of
                 12:01 a.m. (local time) on May 30, 1996.

         f.      "Code" means the Internal Revenue Code of 1986, as amended.

         g.      "Financial Statements" means the unaudited financial
                 statements of Sellers for the periods ended December 31, 1993,
                 1994 and 1995, consisting of balance sheets and income
                 statements, copies of which are attached hereto as Schedule
                 1.1(g).

         h.      "Latest Balance Sheet Date" means December 31, 1995.

         i.      "Parties" means the Sellers and Buyer, collectively, and
                 "Party" means any one of them.

         j.      "Person" means any individual, corporation, professional
                 association, partnership, trustee or trust, unincorporated
                 association or other entity.

         k.      "Preclosing Period" means any tax period (including without
                 limitation partial periods) that end on or prior to the
                 Closing Date.

         l.      "Purchase Price" means that amount to be paid by the Buyer to
                 the Sellers for the Purchased Assets as set forth in Section
                 2.4 below.

         m.      "Purchased Assets" means the assets to be sold to Buyer.

2.0      PURCHASE AND SALE

         2.1     PURCHASE AND SALE OF PURCHASED ASSETS - At and upon the
Closing, the Sellers shall sell, transfer and deliver the Purchased Assets,
free and clear of all encumbrances and liens except as permitted herein, to
Buyer, and Buyer shall purchase, acquire and accept the Purchased Assets from
the Sellers, including, without limitation, the following:

         a.      All tangible and intangible personal property of every kind
                 and description owned by Sellers and used or associated with
                 the Business as of the date hereof or the Closing Date,
                 including without limitation goodwill associated with the
                 Business, going concern value associated with the Business,
                 copyrights, patents and applications relating to the business,
                 trade names (including without limitation the name "West Texas
                 Neonatal Associates" and derivatives thereof), and those other
                 Purchased Assets identified on Schedule 2.1(a);





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         b.      All inventories and supplies used in, associated with or
                 relating to the Business wherever located;

         c.      All trade secrets, goodwill and all other rights and documents
                 owned, required for or incident to the performance of the
                 Business, including without limitation all patient records,
                 and all Sellers' books and records incident thereto; and

         d.      All transferable contracts, purchase orders, service
                 agreements, and other agreements attributable to, associated
                 with or related to the Business (all of such contracts, rights
                 or licenses being more particularly described in Schedule
                 2.1(d)).

         2.2     EXCLUDED ASSETS - Notwithstanding anything in this Agreement
to the contrary, Buyer shall not purchase or receive or be under any obligation
with respect to any assets, equipment or contracts which are set forth in
Schedule 2.2 and which shall not constitute Purchased Assets hereunder.
Furthermore, Buyer shall not be under any obligation or duty to hire or make an
offer to hire any employee of Sellers, except as provided in Section 4.1(f).

         2.3     NO ASSUMPTION OF LIABILITIES - Except as otherwise provided
herein, Buyer shall not assume or become obligated in any manner whatsoever
with respect to any obligations or liabilities, contractual or otherwise, of
Sellers or in connection with the transactions contemplated by this Agreement,
except with respect to performance under any assumed liabilities listed on
Schedule 2.3 hereto (the "Assumed Liabilities"), any (if any) Assumed
Liabilities to be only with regard to same as they shall accrue after the
Closing Date.  Assumption by Buyer of the Assumed Liabilities shall in no way
expand the rights or remedies of third parties against Buyer as compared to the
rights and remedies which such parties would have had against Sellers had this
Agreement not been consummated.

         2.4     PURCHASE PRICE  -  The Purchase Price for the Purchased Assets
shall be $5,250,000.00 payable to the Partnership or its designees, subject to
any written holdback or other written agreements which are executed and
delivered by the parties at or about the time of Closing.  At and upon the
Closing, Buyer shall deliver the Purchase Price (subject to any written
holdback or other written agreements which are executed and delivered by the
parties at or about the time of Closing) to Sellers by means of a cashier's or
certified check.

         2.5     ALLOCATION OF PURCHASE PRICE - Sellers and Buyer hereby agree
as to that allocation of the Purchase Price to the Purchased Assets, which
allocation is shown on Schedule 2.5.  Pursuant to Section 1060 of the Internal
Revenue Code of 1986, as amended (the "Code"), and the applicable treasury
regulations thereto, Sellers and Buyer, for purposes of complying with the
requirements of Section 1060 of the Code, including, without limitation, the
filing of Form 8594, shall include in all filings to be made with the Internal
Revenue Service allocations of the Purchase Price among the Purchased Assets in
a manner which is consistent with the allocations herein agreed.





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         2.6     CLOSING - The Closing shall take place on the Closing Date and
shall be held at the offices of Scott, Hulse, Marshall, Feuille, Finger &
Thurmond, P.C., Texas Commerce Bank Building, 10th Floor, El Paso, Texas 79901,
at 11:00 a.m., M.D.T.

         2.7     DELIVERY BY SELLERS - At and upon the Closing, Sellers shall
deliver or shall cause to be delivered to Buyer the following:

         a.      The Purchased Assets, by bill of sale and/or other applicable
                 documents of transfer, each with warranty of title, free and
                 clear of all liens and encumbrances.

         b.      The Sellers' books.

         c.      The written consent of the spouses of the Partners to the sale
                 of the Purchased Assets to Buyer.

         d.      The agreements, documents and instruments described in this
                 Agreement.

         2.8     DELIVERY BY BUYER - At and upon the Closing, Buyer shall
deliver or cause to be delivered to the Partnership a check or wire transfer in
the amount of each of the Purchase Price.

         2.9     DELIVERY OF OTHER DOCUMENTS - Such documents as evidence the
satisfaction of any condition precedent shall have been delivered prior to or
at the Closing.  Each Party shall, at the Closing, deliver to the other Parties
an acknowledgement of receipt of such documents upon request by any Party.

3.0      REPRESENTATIONS AND WARRANTIES

         3.1     REPRESENTATIONS AND WARRANTIES OF SELLERS - Sellers hereby,
jointly and severally, represent and warrant to Buyer that each of the
following representations and warranties are true as of the date of the
Agreement, and unless otherwise set forth herein, as of the Closing.

         a.      Enforceability of Obligations - This Agreement will, upon
                 Closing, constitute a valid and binding obligation of Sellers,
                 enforceable against them in accordance with its terms.

         b.      No Liens - The Purchased Assets are free and clear of any
                 liens, charges, encumbrances or rights of others (other than
                 the rights of Buyer hereunder) and no Person (other than Buyer
                 hereunder) has any agreement, option or any rights capable of
                 becoming an agreement or option for the acquisition of the
                 Purchased Assets.





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         c.      Licenses, Registrations and Compliance - Each Partner and the
                 Partnership have obtained the appropriate licenses and are
                 qualified to do business in Texas and no other jurisdiction.
                 To the best of their knowledge, after due inquiry, Sellers are
                 not in violation of any applicable laws, regulations, orders,
                 rules, decrees or ordinances pertaining to the Business.

         d.      Organization and Valid Existence - Partnership is a general
                 partnership organized under the Texas Uniform Partnership Act,
                 and has all necessary power, authority and capacity to enter
                 into this Agreement and carry out its obligations hereunder,
                 to own and lease its property and Purchased Assets (including,
                 without limitation, the property and Purchased Assets shown in
                 the Financial Statements), and to carry on the Business as
                 presently conducted by it.  The execution and delivery of this
                 Agreement has been duly authorized by all necessary action of
                 Partnership; and the sale of the Purchased Assets and the
                 consummation of the transaction described herein shall be duly
                 authorized by all necessary action of Partnership on or prior
                 to the Closing.

         e.      Capitalization - All the currently issued and outstanding
                 partnership interests in and to Partnership have been duly and
                 validly issued and are outstanding as fully paid interests in
                 the capital of Partnership.

         f.      Other Restrictions on Partnership Assets - There are no
                 outstanding warrants, options, rights of first refusal,
                 preemptory rights, agreements for purchase and sale, or other
                 contract rights accorded any third party by which such third
                 party may acquire the Purchased Assets or any other interests
                 of the Partnership, or which restrict the ability of the
                 Sellers to sell or transfer the Purchased Assets to Buyer.

         g.      Financial Statements - To the best information of Sellers, the
                 Financial Statements fairly represent the financial condition
                 and assets and liabilities of the Sellers as of December 31,
                 1993, 1994, and 1995.

         h.      Absence of Undisclosed Liabilities - Except to the extent
                 reflected or reserved against in the Financial Statements
                 (including without limitation the notes thereto) or incurred
                 subsequent to the date thereof and disclosed in Schedule
                 3.1(h), or except as incurred in the ordinary and usual course
                 of the Business of Sellers, Sellers have no outstanding
                 indebtedness or any liabilities or obligations (whether
                 accrued, absolute, contingent or otherwise) of a nature
                 customarily reflected or reserved against in a balance sheet
                 (including without limitation the notes thereto) prepared in
                 accordance with the Sellers' income tax basis of accounting.

         i.      Managed Care Contracts - The contracts of Sellers for the
                 provision of managed care services at Closing are set out in
                 Schedule 3.1(i).  Except as otherwise shown upon Schedule
                 3.1(i). such contracts are in full force and effect and are
                 transferable to Buyer without need for any consent from any
                 third party.





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         j.      Tax Matters - Sellers are responsible for filing all federal,
                 state and local income, franchise, sales or use, property,
                 payroll, SUTA and FUTA, and other tax returns or reports
                 required by any law or regulation to be filed, and except as
                 specifically set forth in Schedule 3.1(j) hereto, Sellers have
                 duly and timely filed all such federal, state and local
                 income, franchise, sales or use, property, payroll, SUTA and
                 FUTA, and other tax returns or reports required by any law or
                 regulation to be filed, and have duly paid all taxes,
                 including without limitation payroll taxes and deposits,
                 assessments and reassessments, and all other taxes, duties,
                 charges, penalties, interest and fines due and payable by
                 Sellers on or before the date hereof.  Sellers shall permit
                 Buyer to review and comment on any such tax returns for the
                 Preclosing Period.  Sellers will not take any position on any
                 such tax returns for the Preclosing Period which would
                 adversely affect Sellers after the Closing.

                 The last three (3) calendar years' federal and state income
                 tax returns of Sellers, provided to Buyer under Section 4.1(j)
                 hereof, are true and accurate copies of those filed with the
                 necessary governmental authorities.  Sellers hereby agree to
                 provide Buyer with copies of tax returns and supporting
                 documentation for the tax years 1993, 1994, and 1995.

                 Except as specifically set forth in Schedule 3.1(j) hereto,
                 Sellers have not received from any federal, state or local
                 taxing authority any assessment, reassessment or notice of
                 underpayment of any taxes or other penalty or charges and no
                 such notice is reasonably expected, and no consents extending
                 or waiving the limitation of time for reassessment of any
                 taxes, duties, charges, penalties, interest or fines, or any
                 statutes of limitations related thereto have been filed with
                 respect to Sellers for any fiscal year except as set forth in
                 Schedule 3.1(j), no tax return of Sellers has been audited
                 since January 1, 1990.

                 There is no misrepresentation attributable to neglect,
                 carelessness, willful default or fraud contained in any tax
                 return of Sellers previously filed.

                 The provision made for current and deferred taxes included in
                 the Financial Statements is sufficient for the payment of all
                 accrued and unpaid federal, state and local income, franchise,
                 capital, sales or use, property, payroll, SUTA and FUTA, and
                 other taxes, assessments and reassessments, duties, charges,
                 penalties, interest and fines payable by Sellers (whether or
                 not disputed), for the period ended the date thereof and for
                 all periods prior thereto.

         k.      Absence of Changes - Other than as disclosed on any schedule
                 or exhibit hereto, since the Latest Balance Sheet Date there
                 has not been:

                 (i)      any material change in the condition or operations of
                          the Business, Purchased Assets or financial condition
                          of Sellers other than changes in





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                          the ordinary and normal course of business (none of
                          which has been materially adverse); or

                 (ii)     any damage, destruction or loss, or other event,
                          development or condition of any character (whether or
                          not covered by insurance) materially and adversely
                          affecting the Business, Purchased Assets, properties
                          or future prospects of Sellers.

         l.      Absence of Unusual Transactions - Since the Latest Balance
                 Sheet Date, Sellers have not:

                 (i)      transferred, assigned, sold or otherwise disposed of
                          any of the Purchased Assets shown in the Financial
                          Statements or cancelled any debts or claims, except
                          in each case in the ordinary and usual course of
                          business;

                 (ii)     incurred or assumed any obligation or liability
                          (fixed or contingent), except those listed in
                          Schedule 3.1(h) hereto and except unsecured current
                          obligations and liabilities incurred in the ordinary
                          and normal course of business;

                 (iii)    issued or sold any Partnership interests or any
                          warrants, bonds, debentures or other securities of
                          the Partnership, or issued, granted or delivered any
                          right, option or other commitment for the issuance of
                          any such or other securities;

                 (iv)     discharged or satisfied any lien or encumbrance, or
                          paid any obligation or liability (fixed or
                          contingent) other than liabilities included in the
                          Financial Statements and liabilities incurred since
                          the date thereof in the ordinary and normal course of
                          business;

                 (v)      undertaken any action or transaction, or suffered any
                          circumstance or situation, having an adverse effect
                          on Partnership equity other than in the ordinary
                          course of business;

                 (vi)     declared or made any payment of any distribution in
                          respect of any Partnership interest or purchased or
                          redeemed any such Partnership interest or effected
                          any subdivision, consolidation or reclassification of
                          any such interests;

                 (vii)    suffered any operating loss or any extraordinary
                          loss, or waived any rights of substantial value, or
                          entered into any commitment or transaction not in the
                          ordinary and usual course of business where such
                          loss, rights, commitment or transaction is or would
                          have a material effect on Sellers;





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                 (viii)   except as required hereunder, amended or changed or
                          taken any action to amend or change the Partnership
                          Agreement;

                 (ix)     made any general wage or salary increases in respect
                          of personnel which they employ, other than increases
                          in the ordinary and normal course of business; and
                          except as disclosed in Schedule 3.1(l) hereto, paid
                          any bonuses to personnel;

                 (x)      except as disclosed in Schedule 3.1(h) hereto,
                          mortgaged, pledged, subjected to lien, granted a
                          security interest in, or otherwise encumbered any of
                          their Purchased Assets or property, whether tangible
                          or intangible;

                 (xi)     except with Buyer's prior written consent, made any
                          single capital expenditure in excess of $1,000; or

                 (xii)    authorized or agreed or otherwise become committed to
                          do any of the foregoing.

         m.      Title to Properties - Except as disclosed in the Financial
                 Statements or in Schedule 3.1(m) hereto, Sellers have good and
                 marketable title to all their Purchased Assets, real and
                 personal including, without limitation, those reflected in the
                 Financial Statements or acquired since the date of the
                 Financial Statements free and clear of all mortgages, pledges,
                 liens, encumbrances or charges of any kind of character.

         n.      Leased Equipment - Schedule 3.1(n) hereto contains a complete
                 list of all personal property and fixtures in the possession
                 or custody of Sellers that are leased, with the details of
                 such leases.

         o.      Leases of Real Property - Sellers are not a party to or bound
                 by any leases of real property other than those set forth in
                 Schedule 3.1(n) hereto, and all interests held by Sellers as
                 lessee under such leases are free and clear of any and all
                 liens, charges and encumbrances of any nature and kind
                 whatsoever, and all rental and other payments payable by
                 Sellers pursuant to such leases have been duly paid.  Such
                 leases are in full force and effect without amendment thereto
                 and Sellers are not otherwise in default in meeting their
                 obligations contained in any such lease.

         p.      Real Property - Except as set forth in Schedule 3.1(p) hereto,
                 Sellers do not own any real property.

         q.      Contracts to Purchase - Except as set forth in Schedule 3.1(q)
                 hereto, Sellers are not a party to any contract to purchase
                 any goods and/or services with a value in excess of $2,000 per
                 year.





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         r.      Employment Contracts - Except as described in Schedule 3.1(r),
                 Sellers do not have any written employment contracts, pension,
                 deferred profit sharing, retirement, employee benefit or other
                 similar agreements or plans nor did they have any such plan or
                 agreement in the past, nor do they have any written contracts
                 of employment with any employees or any oral contracts of
                 employment which are not terminable on the giving of
                 reasonable notice in accordance with applicable law.

         s.      Material Contracts - Except as set forth in Exhibits and
                 Schedules hereto, Sellers are not a party to or bound by any
                 material contract or commitment whether oral or written.

         t.      Retirement and Welfare Benefit Plans - Except as set forth in
                 Schedule 3.1(t) hereto:  (i) Sellers do not now maintain or
                 contribute to any qualified or non-qualified retirement plan
                 or program; and (ii) Sellers have not, from and after January
                 15, 1986, maintained or contributed to any qualified or non-
                 qualified retirement plan or program.  Sellers do not have any
                 obligation to provide health or other welfare benefits to
                 former, retired or terminated employees, except as
                 specifically required under Section 4980B of the Code.

         u.      Absence of Guarantees - Except as specifically described in
                 Schedule 3.1(u) hereto, Sellers have not given or agreed to
                 give, nor are they a party to or bound by, any guaranty of
                 indebtedness or other obligations of third parties, nor are
                 the Sellers otherwise responsible for, or contingently
                 responsible for, any such indebtedness or other obligation.

         v.      Absence of Conflicting Agreements - Sellers are not a party
                 to, bound or affected by or subject to any indenture,
                 mortgage, lease, agreement, instrument, Partnership Agreement
                 provision, statute, regulation, order, judgment, decree or law
                 which would be violated, contravened, breached by or under
                 which default would occur, as a result of the execution and
                 delivery of this Agreement or the consummation of any of the
                 transactions provided for herein.

         w.      Litigation - Except as disclosed in Schedule 3.1(w) hereto,
                 there is no suit, action, litigation, arbitration proceeding,
                 governmental proceeding, administrative hearing, including
                 without limitation appeals and applications for review,
                 pending or threatened against or relating to Sellers or
                 affecting their properties or Business.  Except as disclosed
                 in Schedule 3.1(w) hereto, there is not presently outstanding
                 against Sellers any adverse judgment, decree, injunction, rule
                 or order of any court, governmental department, commission,
                 agency, instrumentality or arbitrator.  Within the period of
                 five (5) years prior to date of this Agreement, Sellers have
                 had no allegations, claims or litigation with regard to
                 alleged errors and omissions related to Sellers' practice of
                 medicine or the Business.





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         x.      Employees, etc. - Set forth in Schedule 3.1(x) hereto are the
                 names and titles of all personnel employed or engaged by
                 Sellers, including without limitation rates of remuneration,
                 positions held and date of commencement of employment.  Also
                 set forth in Schedule 3.1(x) hereto is a complete list of all
                 independent contractors, subcontractors, and agents which are
                 presently engaged by Sellers that cannot be terminated by
                 Sellers on thirty (30) days notice or less.

         y.      Bank Accounts, etc. - Set forth in Schedule 3.1(y) hereto are
                 the names of each bank or other depository in which Sellers
                 maintain any bank account, trust account or safety deposit
                 box, the account numbers for each, and the names of all
                 persons authorized to draw thereon or who have access thereto.

         z.      Insurance - Sellers currently have in force the policies of
                 insurance set out in Schedule 3.1(z).  All such policies of
                 insurance are in full force and effect and Sellers are not in
                 default, whether as to the payment of premium or otherwise,
                 under the terms of any such policy.  Such policies can be
                 cancelled without penalty.

         aa.     Absence of Uninsured Liabilities - Except as described in
                 Schedule 3.1(aa) hereto, Sellers have no outstanding
                 liabilities, nor are they subject of any outstanding claims,
                 which liabilities or claims are normally covered by insurance
                 policies but which liabilities or claims are not covered by
                 insurance.

         bb.     Copies of Agreements, etc. - True, correct and complete copies
                 of all mortgages, leases, agreements, instruments and other
                 documents listed in the schedules and exhibits hereto to this
                 Agreement, and of the policies of insurance referred to in
                 Section 3.1(bb), either have been delivered to Buyer or will
                 be delivered prior to Closing.

         cc.     Sellers Records - Sellers have delivered, or will deliver at
                 Closing, copies of the records of Sellers to Buyer.

         dd.     Books of Account - The books and records of account of Sellers
                 fairly and correctly disclose in all material respects and in
                 accordance with the income tax basis of  accounting,
                 consistently applied, the financial position of Sellers as of
                 the date hereof and all material financial transactions of
                 Sellers have been accurately recorded in such books and
                 records.

         ee.     Approvals - There are no approvals, consents or waivers
                 required to be obtained or applications required to be filed
                 with governmental authorities or any other Person whatsoever,
                 including without limitation pursuant to any leases or
                 contracts containing prohibitions or consent provisions to the
                 transactions described herein in order to permit the
                 transactions contemplated herein or to preserve the Business
                 and/or Purchased Assets of Sellers.





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         ff.     Compliance with Environmental Laws - Except as disclosed in
                 Schedule 3.1(ff) hereto,  with regard to the Business, Sellers
                 are in compliance with and have always been in compliance with
                 all, and do not violate, and have not violated any applicable
                 federal, state, municipal or local laws, regulations, orders,
                 certificates of approval, licenses, permits, governmental
                 decrees, ordinances or any and all other legislation or
                 regulatory instruments with respect to environmental, health
                 or safety matters (collectively, "Environmental Laws") and,
                 for greater certainty, and without limiting the generality of
                 the foregoing:

                 (i)      Sellers have operated at all times and have received,
                          handled, used, stored, treated, shipped and disposed
                          at all times of all contaminants in compliance with
                          all Environmental Laws from, out of and off the real
                          property leased by them or under their control or the
                          control of their agents or employees.

                 (ii)     No orders, directions or notices have been issued
                          pursuant to any Environmental Laws to Sellers, except
                          as disclosed in Schedule 3.1(ff)(ii) hereto, copies
                          of which shall be delivered to the Buyer at least
                          thirty (30) days prior to Closing.

                 (iii)    Sellers have not conducted any environmental audits
                          except as disclosed in Schedule 3.1(ff)(ii) (for the
                          purposes hereof "environmental audits" means any
                          evaluations, assessments, studies or tests performed
                          relating to environmental matters, including without
                          limitation any results of soil, ground water, air or
                          water quality samples and any associated reports);
                          correct and complete copies of such environmental
                          audits shall be delivered to Buyer at least thirty
                          (30) days prior to Closing.

                 (iv)     Sellers are in compliance with all orders,
                          directions, notices, certificates of approval,
                          certificates, licenses and permits which have been
                          issued to them and hold all certificates of approval,
                          certificates, licenses and permits or other approvals
                          which they are required to hold pursuant to
                          Environmental Laws.  Correct and complete copies of
                          all said orders, directions, notices, certificates
                          and approval, certificates, licenses and permits
                          shall be delivered to the Buyer at least thirty (30)
                          days prior to Closing.

                 (v)      Sellers have not received any written notice nor does
                          they have any knowledge after due investigation and
                          inquiry of any facts which could give rise to any
                          notice that they are a "Potentially Responsible
                          Party" for a waste disposal site pursuant to the
                          Comprehensive Environmental Response, Compensation
                          and Liability Act, as amended, 42 U.S.C. 9601 et seq.
                          or any other similar federal, state or local laws, as
                          same may be amended or supplemented from time to
                          time.





                                       11
   12


                 (vi)     Sellers have not failed to report to the proper
                          governmental authority the occurrence of any event
                          which is required to be so reported by any
                          Environmental Laws and Sellers have has provided or
                          shall, prior to Closing, provide Buyer with correct
                          and complete copies of all such reports and all
                          correspondence relating thereto.

         gg.     Compliance - Sellers are not in violation of any laws,
                 regulations, decrees or ordinances applicable to the Business
                 including without limitation any laws, regulations, decrees or
                 ordinances pertaining to: Medicare and Medicaid; the Texas
                 Anti-Remuneration Statute (Tex. Health and Safety Code Section
                 161.091); and/or the Stark Anti-Referral Provisions (Omnibus
                 Reconciliation Act of 1993; Social Security Act Section 1877;
                 42 U.S.C. Section 1395nn).

         hh.     Ayo P.A. - Ayo P.A. is a professional association, duly
                 organized and existing under the laws of the State of Texas,
                 with good and marketable title to all its assets, real and
                 personal, free and clear of all mortgages, pledges, liens,
                 encumbrances or charges of any kind or character.

         ii.     Ayo P.A. Shareholders, Directors, and Officers - The sole
                 shareholder, director, and officer of Ayo P.A. is Luis Ayo,
                 M.D.  By his execution and delivery of this Agreement, Luis
                 Ayo, M.D. consents to this Agreement, and all actions related
                 to or contemplated by this Agreement, in Luis Ayo, M.D.'s
                 individual capacity and in his capacities as shareholder,
                 director, and officers of Ayo P.A.

         jj.     Full Disclosure - None of the foregoing representations,
                 warranties and statements of fact contains any untrue
                 statement of material fact or omits to state any material fact
                 necessary to make any such statement or representation not
                 misleading to Buyer.

         3.2     REPRESENTATIONS AND WARRANTIES OF BUYER - Buyer hereby
represents and warrants to Sellers that each of the following representations
and warranties are true as of the date of this Agreement, and unless otherwise
set forth herein, as of Closing.

         a.      Enforceability of Obligations - This Agreement will, upon
                 Closing, constitute a valid and binding obligation of Buyer
                 enforceable against it in accordance with its terms.

         b.      Organization and Valid Existence - Buyer is a professional
                 association duly organized, validly existing and in good
                 standing under the laws of the State of Texas, and has all
                 necessary power, authority and capacity to enter into this
                 Agreement and carry out its obligations hereunder.  The
                 execution and delivery of this Agreement and the consummation
                 of the transactions contemplated hereunder shall be duly
                 authorized or ratified by all necessary action on the part of
                 Buyer on or prior to the Closing.





                                       12
   13


         c.      Absence of Conflicting Agreements - To the best actual
                 knowledge of Buyer, Buyer is not a party to, bound or affected
                 by or subject to any indenture, mortgage, lease, agreement,
                 instrument, charter or bylaw provision, statute, regulation,
                 order, judgment, decree or law which would be violated,
                 contravened or breached by, or under which any default would
                 occur, as a result of the execution and delivery of this
                 Agreement or the consummation of any of the transactions
                 described herein.

         d.      Litigation - There is no suit, action, litigation, arbitration
                 proceeding or governmental proceeding, including without
                 limitation appeals and applications for review, pending or, to
                 the best of the knowledge, information and belief (after due
                 inquiry) of Buyer, threatened against or involving Buyer, or
                 any judgment, decree, injunction, rule or order of any court,
                 governmental department, commission, agency, instrumentality
                 or arbitrator which, in any such case, might adversely affect
                 the ability of Buyer to enter into this Agreement or to
                 consummate the transactions described herein.

         3.3     NO BROKER - Each of the Parties represents and warrants to the
other Parties that all negotiations relating to this Agreement and the
transactions contemplated hereby have been carried on between them directly and
without the intervention of any other party in such manner as to give rise to
any valid claims against any of the Parties for a brokerage commission,
finder's fee or other like payment.

         3.4     NON-WAIVER - No investigations made by or on behalf of Buyer
at any time shall have the effect of waiving, diminishing the scope of or
otherwise affecting any representation or warranty or covenant made by Sellers
herein or pursuant hereto.

         3.5     NATURE AND SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
COVENANTS - All statements contained in any certificate or other instrument
delivered by or on behalf of a Party pursuant to or in connection with the
transactions described in this Agreement shall be deemed to be made by such
Party hereunder.  All representations, warranties, covenants and agreements
contained herein on the part of each of the Parties shall survive the Closing,
the execution and delivery hereunder of bills of sale or security transfer
instruments and other documents of title to the Purchased Assets and payment of
all consideration therefor.

4.0      CONDITIONS PRECEDENT TO THE PERFORMANCE OF THE OBLIGATIONS OF BUYER
         AND OF SELLERS

         4.1     BUYER'S CONDITIONS - The obligation of Buyer to complete the
purchase of the Purchased Assets hereunder shall be subject to the satisfaction
of or compliance with in all material respects, at or before the Closing, each
of the following conditions precedent (each of which is hereby acknowledged to
be inserted for the exclusive benefit of Buyer and may be waived by it in whole
or in part).





                                       13
   14


         a.      Truth and Accuracy of Representation of Sellers at the Closing
                 - All of the representations and warranties of Sellers made in
                 or pursuant to this Agreement including, without limitation,
                 the representations and warranties made by Sellers set forth
                 in Sections 3.1 and 3.3 hereof, shall be true and correct as
                 at the Closing and with the same effect as if made at and as
                 of the Closing (except as such representations and warranties
                 may be affected by the occurrence of events or transactions
                 expressly contemplated and permitted hereby or by transactions
                 in the ordinary and normal course of business), and Buyer
                 shall have received a certificate from the Sellers confirming,
                 to the correctness of the representations and warranties of
                 Sellers contained herein.

         b.      Performance of Obligations - Sellers shall have performed or
                 complied with, in all respects, all of their obligations,
                 covenants and agreements hereunder.

         c.      Receipt of Closing Documentation - All documentation relating
                 to the due authorization and completion of the purchase and
                 sale hereunder of the Purchased Assets and all actions and
                 proceedings taken on or prior to the Closing in connection
                 with the performance by Sellers of their obligations under
                 this Agreement shall be satisfactory to Buyer and Buyer's
                 legal counsel, and Buyer shall have received copies of all
                 such documentation or other evidence as it may reasonably
                 request in order to establish the consummation of the
                 transactions described herein and the taking of all
                 proceedings in connection therewith in compliance with these
                 conditions, in form (as to certification and otherwise) and
                 substance satisfactory to Buyer and Buyer's legal counsel.

         d.      Consents, Authorizations and Registrations - All consents,
                 approvals, orders and authorizations of any Persons or
                 governmental authorities (or registrations, declarations,
                 filings or recordings with any such authorities) required in
                 connection with (i) the completion of any of the transactions
                 described in this Agreement, (ii) the execution of the
                 Agreement, (iii) the Closing or (iv) the performance of any of
                 the terms and conditions hereof (collectively, the
                 "Approvals"), shall have been obtained on or before the
                 Closing.

                 Sellers shall have obtained and delivered by Closing to Buyer
                 written consents, in form and substance satisfactory to Buyer,
                 to the transaction described herein which are required
                 pursuant to the real property leases set forth in Schedule
                 3.1(o) (and any other contracts where approval or consent is
                 required) including, without limitation, such acknowledgements
                 and confirmations of good standing form the lessors under such
                 real property leases as may be reasonably requested by Buyer.

         e.      Employees of Buyer - There shall have been delivered to Buyer
                 on or before the Closing the resignations of such persons as
                 Buyer shall direct who are presently employees and/or agents
                 of Sellers from such positions and duly executed





                                       14
   15

                 comprehensive releases from each such person of all their
                 respective claims against the Sellers, except for any claims
                 for current or future consideration or remuneration payable
                 under any written agreement with Sellers and disclosed to
                 Buyer.

         f.      Other Agreements and Documents - The following agreements and
                 documents shall have been executed, certified and/or approved,
                 as applicable, and copies thereof delivered to Buyer on or
                 before the Closing.

                 (i)      The employment agreements between Buyer and (i) the
                          Partners, and (ii) the non-Partner physicians
                          described in Schedule 4.1(f)(ii) hereto, the forms of
                          which are attached hereto as Schedule 4.1(f)(i); and

                 (ii)     The written consents of the spouses of Partners as
                          set forth in Section 2.7(e) hereto.

         g.      Limit on Capital Expenditures - Buyer shall be satisfied that
                 the Sellers have not, since the date hereof, incurred any
                 capital expenditures in excess of $1,000, in the aggregate
                 without the prior written approval of Buyer.

         h.      No Damage - No substantial damage by fire or other hazard to
                 the Purchased Assets of Sellers shall have occurred from the
                 date hereof to the Closing which is not adequately insured
                 against.

         i.      Litigation - At and upon the Closing, there shall be no
                 litigation, governmental investigation or proceeding pending
                 or threatened for the purpose of enjoining or preventing the
                 consummation of any of the transactions described in this
                 Agreement or otherwise claiming that such consummation is
                 improper.

         j.      Tax Returns - Buyer shall have received the 1993, 1994 and
                 1995 calendar years' tax returns of Sellers.

         k.      Financial - Buyer shall be satisfied with the accuracy and
                 sufficiency of the Financial Statements and all other
                 financial records of Sellers.

         l.      Board Approval - Buyer shall have received the approval and
                 authorization of its Board of Directors to enter into this
                 Agreement.

         4.2     SELLERS' CONDITIONS - The obligations of Sellers to complete
the sale of the Purchased Assets hereunder shall be subject to the satisfaction
of or compliance with, at or before the Closing, each of the following
conditions precedent (each of which is hereby acknowledged to be inserted for
the exclusive benefit of Sellers and may be waived by them in whole or in
part).





                                       15
   16


         a.      Truth and Accuracy of Representations of Buyer at Closing -
                 All of the representations and warranties of Buyer made in or
                 pursuant to this Agreement including, without limitation, the
                 representations and warranties made by Buyer and set forth in
                 Sections 3.2 and 3.3 hereof, shall be true and correct as at
                 the Closing and with the same effect as if made at and as of
                 the Closing, and Sellers shall have received a certificate
                 from Buyer confirming, to the best of its knowledge,
                 information and belief, the truth and correctness of the
                 representations and warranties of Buyer contained herein.

         b.      Performance of Obligations - Buyer shall have performed or
                 complied with, in all material respects, all of its
                 obligations, covenants and agreements hereunder.

         c.      Receipt of Closing Documentation - All documentation relating
                 to the due authorization and completion of the purchase and
                 sale hereunder of the Purchased Assets and all actions and
                 proceedings taken on or prior to the Closing in connection
                 with the performance by Buyer of its obligations under this
                 Agreement shall be satisfactory to Sellers' counsel, and
                 Sellers shall have received copies of all such documentation
                 or other evidence as they may reasonably request in order to
                 establish the consummation of the transactions described
                 herein and the taking of all corporate proceedings in
                 connection therewith in compliance with these conditions, in
                 form (as to certification and otherwise) and substance
                 reasonably satisfactory to Sellers' counsel.

         d.      Litigation - At and upon the Closing, there shall be no
                 litigation, governmental investigation or proceeding pending
                 or threatened for the purpose of enjoining or preventing the
                 consummation of any of the transactions described in this
                 Agreement or otherwise claiming that such consummation is
                 improper.

5.0      OTHER COVENANTS OF THE PARTIES

         5.1     CONDUCT OF BUSINESS PRIOR TO CLOSING - During the period from
the date of this Agreement to the Closing, Sellers will do the following:

         a.      Conduct Business in Ordinary Course - Except as otherwise
                 contemplated or permitted by this Agreement, preserve all
                 their goodwill and patient relations and conduct the Business
                 in the ordinary and normal course thereof and not, without the
                 prior written consent of Buyer, enter into any transaction
                 which if effected before the date of this Agreement would
                 constitute a material breach of the representations,
                 warranties or agreements contained herein.

         b.      Continue Insurance - Continue in force all existing policies
                 of insurance presently maintained by Sellers.





                                       16
   17


         c.      Perform Obligations - Comply with all laws affecting the
                 operation of the Business and to pay all required taxes.

         d.      Prevent Certain Changes - Not, without the prior written
                 consent of Buyer, take any of the actions, do any of the
                 things or perform any of the acts described in paragraphs (i)
                 to (xii) inclusive of Section 3.1 (l).

         5.2     ACCESS FOR INVESTIGATION - Sellers shall permit Buyer and its
employees, agents, counsels and accountants or other representatives, without
interference in the ordinary conduct of the Business of Sellers and at Buyer's
sole cost and expense, to have free and unrestricted access prior to the
Closing during normal business hours to the premises and to all the books,
accounts, records and other data of Sellers (including, without limitation, all
partnership, accounting and tax records of Sellers) and to the properties and
Purchased Assets of Sellers and to furnish with respect to the business,
properties and Purchased Assets of Sellers as Buyer shall from time to time
reasonably request to enable confirmation of the matters warranted in Section
3.1 hereof.  Without limiting the generality of the foregoing, it is agreed
that the accounting representatives of Buyer shall be afforded ample
opportunity to make a full investigation of all aspects of the financial
affairs of Sellers.  Until the Closing, and in the event of the termination of
this Agreement without consummation of the transactions described herein, Buyer
will keep confidential any information (unless readily available from public or
published information or sources) obtained from Sellers.  If this Agreement is
so terminated, promptly after such termination, all documents, work papers and
other written material obtained from any Person in connection with this
Agreement and not theretofore made public (including, without limitation, all
copies thereof), shall be returned to the Person which provided such material.

         5.3     ACTIONS TO SATISFY CLOSING CONDITIONS - Each of the Parties
hereby agrees to take all such reasonable actions as are within their
respective control, and to use their best efforts to cause other actions to be
taken which are not within their control, so as to ensure compliance with any
conditions set forth in Section 4 hereof which are for the benefit of any other
Party.

         5.4     DISCUSSIONS, ETC. - From the date hereof, until the Closing or
until this transaction terminates, Sellers will not engage in any discussions
or negotiations with any third party regarding the sale of any of the Purchased
Assets.

6.0      INDEMNIFICATION AND PRIOR ACTS INSURANCE

         Excepting only the obligation of Sellers to provide the insurance
coverage provided pursuant to Section 6.5 herein which obligation to provide
such insurance coverage shall be absolute and without regard to any Minimum
Aggregate Claims Amount (as hereinafter defined), NOTWITHSTANDING ANY OTHER
PROVISION CONTAINED IN SECTIONS 6.1, 6.2, 6.3, OR 6.4, Sellers shall only be
liable to indemnify Buyer in the event that all Claims (as defined in this
Section 6) exceed, in the aggregate, the sum of FIFTY THOUSAND AND NO/100THS
DOLLARS ($50,000.00), which amount shall be referred to as the "Minimum
Aggregate Claims Amount".  In the event that the aggregate Claims, on a
cumulative basis, shall





                                       17
   18

exceed the Minimum Aggregate Claims Amount, Sellers shall be liable for the
entire amount of all aggregate Claims (including, but not limited to, the
Minimum Aggregate Claims Amount).

         6.1     TAX INDEMNITY - Except as set forth in Schedule 3.1(j) hereto,
Sellers will be responsible for the payment of, and will indemnify Buyer for,
all unpaid or reassessed taxes including, without limitation, federal, state
and local income, franchise, sales or use, property, payroll, SUTA and FUTA
taxes, and any duties, charges, penalties, interest and fines, if any, not
recorded as liabilities on the Financial Statements but which are applicable to
any period prior to Closing.

         6.2     SELLERS' INDEMNITY - Sellers, jointly and severally, hereby
indemnify and save harmless Buyer from and against any claims, demands,
actions, causes of action, damage, loss, costs, liability or expense ("Claims")
which may be brought against Buyer and/or which it may suffer or incur as a
result of, in respect of, or arising out of the acts, omissions or other
conduct of Sellers occurring or arising prior to Closing, with respect to the
operation of the Business, the practice of medicine, and/or the ownership of
the Partnership interests.

         6.3     BUYER'S INDEMNITY - Buyer hereby indemnifies and saves
harmless Sellers from and against any claims, demands, actions, causes of
action, damage, loss, costs, liability or expense ("Claims") which may be
brought against Sellers (or any of Sellers) and/or which Sellers (or any of
Sellers) may suffer or incur as a result of, in respect of, or arising out of
the acts, omissions or other conduct of Buyer occurring or arising without
fault of Sellers and subsequent to Closing, with respect to Buyer's ownership,
operation of the Business, or practice of medicine.

         6.4     MUTUAL INDEMNITY - Sellers, jointly and severally, hereby
covenant and agree with Buyer, and Buyer hereby covenants and agrees with
Sellers, (the Party or Parties so covenanting and agreeing to indemnify another
Party hereinafter referred to as the "Indemnified Party") to indemnify and save
harmless the Indemnified Party, effective as and from the Closing, from and
against any Claims which may be brought against the Indemnified Party and/or
which it may suffer or incur as a result of, in respect of, or arising out of
any material non-fulfillment of any covenant or agreement on the part of the
Indemnifying Party under this Agreement or any incorrectness in or breach of
any representation or warranty of the Indemnifying Party contained herein or in
any certificate or other document furnished by the indemnifying Party pursuant
hereto.  The foregoing obligation of indemnification in respect of such Claims
shall be subject to the requirement that the Indemnifying Party shall, in
respect of any Claim made by any third party, be notified forthwith by the
Indemnified Party of all material particulars thereof and be afforded at least
thirty (30) days, at its sole cost and expense, to resist, defend and
compromise the same.

         6.5     PRIOR ACTS INSURANCE - Sellers shall, at Sellers' sole cost
and expense, purchase and maintain "prior acts" errors and omissions
malpractice insurance, insuring with regard to errors and omissions of Sellers
which shall have occurred upon or prior to Closing hereunder, listing Sellers
and Buyers as insureds, with coverage limits in amounts not less than
$1,000,000





                                       18
   19

per occurrence and $3,000,000 in the annual aggregate, and providing coverage
for not less than twenty (20) years.

7.       JEOPARDY

         Notwithstanding anything to the contrary contained herein, if the
performance by any Party hereto of any term, covenant, condition or provision
of this Agreement should violate any statute, ordinance, or be otherwise deemed
illegal by any governmental body or agency (collectively, "Jeopardy Event"),
then the Parties shall use their best efforts to meet forthwith and attempt to
renegotiate this Agreement to remove or negate the effect of the Jeopardy
Event.  Without limitation on the foregoing, if, and to the extent that, any
provisions of this Agreement shall conflict with any then applicable law,
regulations, and other authorities (including, by way of example only and
without limitation, those applicable provisions of the Omnibus Budget
Reconciliation Act of 1993 ["Stark II"]), the provisions of such applicable
law, regulations, and other authorities shall govern and control, and this
Agreement shall be reformed by the Parties to best comport with the purposes
and intentions hereof, while being, in all things, consistent with such then
applicable law, regulations, and authorities.

8.       ARBITRATION

         In the event of any dispute between or among the Parties to this
Agreement, the Parties agree to submit the dispute to binding arbitration
before a three-member panel (unless the parties jointly agree to a single
arbitrator), with Sellers (as a group) and Buyer each selecting one member of
the panel within ten (10) days of the demand for arbitration, and the third
member selected by the consent of the other two members within ten (10) days of
the selection of the first two arbitrators.  Such arbitration shall be governed
by the provisions of the Texas General Arbitration Act, Tex. Civ. Prac. & Rem.
Code Ann. Section  171.001 et seq.  Each member shall be a person not currently
or previously affiliated with the party making the selection (or relative of
any such past or current affiliate) and shall either be an attorney at law or
an individual with reasonable knowledge of the medical business and/or
integrated healthcare delivery systems; provided, however, that at least one of
the arbitrators shall be an attorney at law.  Such arbitration shall be
conducted in accordance with the rules and procedure then in effect of the
American Arbitration Association in El Paso County, Texas.  The arbitration
shall be commenced as soon as reasonably possible and a written decision shall
be rendered within thirty (30) days thereof.  The arbitrators' decision shall
be final, binding and enforceable in a court of competent jurisdiction.  Any
such arbitration shall be treated as confidential by all Parties thereto,
except as otherwise provided by law or as otherwise necessary to enforce any
judgment or order issued by the arbitrators.  Notwithstanding the foregoing,
because time is of the essence of this Agreement, the parties specifically
reserve the right to seek a judicial temporary restraining order, preliminary
injunction or other short term equitable relief if necessary to prevent
irreparable harm, and grant the arbitrator the right to make a final
determination of the Parties' rights.  The cost of the arbitrator shall be
shared by the Parties, except that the prevailing Party shall be entitled to
reimbursement thereof from the Party which did not prevail.





                                       19
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9.       CONFIDENTIALITY

         In connection with entering into this Agreement, Sellers are fully
aware of all terms, conditions and covenants of this Agreement and in
connection with their performance of their respective obligations hereunder,
Sellers may become aware of or come into possession of proprietary, or
otherwise confidential information concerning Buyer or affiliates of Buyer
including, without limitation, reports, policies and procedures, marketing or
financial information or other information related to the business or services
of Buyer or affiliated entities of Buyer (collectively, "Confidential
Information").  As additional consideration for and as a condition of Buyer
entering into this Agreement, and except as otherwise agreed by all the
parties, Sellers, jointly and severally, agree to treat all Confidential
Information as confidential and secret as required, and to the fullest extent
permissible under applicable law, and shall not disclose any Confidential
Information to any person, except to the extent absolutely required for proper
performance of Sellers' obligations hereunder or under applicable law.

10.0     MISCELLANEOUS

         10.1    PUBLIC NOTICES - All public notices to third parties and all
other publicity concerning the transactions contemplated by this Agreement
shall be jointly planned and coordinated by the Parties and no Party shall act
unilaterally in this regard without the prior approval of the Parties.

         10.2    EXPENSES - The expenses incurred by each Party hereto in
connection with this Agreement and the transactions described herein shall be
borne by such Party, except as otherwise specifically provided in this
Agreement.

         10.3    TIME - Time shall be of the essence hereof.

         10.4    NOTICES - All notices, requests, offers, demands or other
communications (collectively, "Notice") given to or by the Parties under this
Agreement shall be in writing and shall be deemed to have been duly given on
the date of service if personally served on the Party to whom Notice is to be
given, or seventy-two (72) hours after mailing by United States mail first
class, registered or certified mail, postage prepaid, addressed to the Party to
whom Notice is to be given, to:

                          (1)     Buyer at:

                                  Pediatrix Medical Group of Texas, P.A.
                                  c/o Pediatrix Medical Group, Inc.
                                  1455 Northpark Drive
                                  Fort Lauderdale, Florida  33326

                                  and, with a copy to:

                                  Scott, Hulse, Marshall, Feuille,





                                     20

   21

                                  Finger & Thurmond, P.C.
                                  11th Floor
                                  Texas Commerce Bank Building
                                  El Paso, Texas  79901
                                  Attention: G. Russell Hill, Esq.;

                          (2)     Sellers at:

                                  West Texas Neonatal Associates
                                  1280 Hawkins, Suite 202
                                  El Paso, Texas  79925

                                  and


                                  Luis A. Ayo, M.D.
                                  Luia A. Ayo, M.D., P.A.
                                  1280 Hawkins, Suite 202
                                  El Paso, Texas  79925


                                  Roy Caviglia, M.D.
                                  1280 Hawkins, Suite 202
                                  El Paso, Texas  79925;

                                  and, with a copy to:

                                  Mounce & Galatzan
                                  8th Floor
                                  Texas Commerce Bank Building
                                  El Paso, Texas  79901
                                  Attention: Merton Goldman, Esq.;

or at such other address provided by Notice.

         10.5    ASSIGNMENT - Neither this Agreement nor any rights or
obligations hereunder may be assigned by any Party hereto without the prior
written consent of all other Parties, in their sole discretion.

         10.6    FURTHER ASSURANCES - The Parties hereto shall with reasonable
diligence do all such things and provide all such reasonable assurances as may
be required to consummate the transactions described herein, and each Party
shall provide such further documents or instruments required by any other Party
as may be reasonably necessary or desirable to effect the purpose of this
Agreement and carry out its provisions, whether before or after the Closing.





                                       21
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         10.7    HEADINGS - The descriptive headings of the several paragraphs
of this Agreement are inserted for convenience only, are not part of this
Agreement and do not in any way limit or amplify the terms or provisions of
this Agreement.

         10.8    INTEGRATION - This Agreement and any schedules and exhibits
referenced herein constitute the entire agreement between the parties with
respect to the subject matter contained herein and supersedes all agreements,
representations and understandings of the parties with respect to such subject
matter made or entered into prior to the date of this Agreement.

         10.9    NO THIRD PARTY BENEFICIARIES - This Agreement is entered into
solely for the benefit of the parties hereto and no term, provision or covenant
hereunder shall confer or be deemed to confer in a benefit on any third party.

         10.10   MODIFICATION AND WAIVER - No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by all
parties hereto.  No waiver of any provision of this Agreement shall constitute,
or be deemed to constitute, a waiver of any other provision, nor shall any
waiver constitute a continuing waiver.  No waiver shall be binding unless
executed in writing by the party making the waiver.

         10.11   GOVERNING LAW - This Agreement shall be governed by and
interpreted under Texas law.

         10.12   ATTORNEY'S FEES - In the event any action at law or in equity
or other proceeding is brought to interpret or enforce this Agreement, or in
connection with any provision of this Agreement, the prevailing party shall be
entitled to its reasonable attorney's fees and other costs reasonably incurred
in such action or proceeding.

         10.13   GENDER - Unless the context otherwise requires, the singular
includes the plural and vice versa, and the masculine, feminine and neuter
include each other.

         10.14   SEVERABILITY - If any provision of this Agreement is invalid
or contravenes Texas law, such provision shall be deemed not to be a part of
this Agreement and shall not affect the validity or enforceability of its
remaining provisions.





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

BUYER:                               PEDIATRIX MEDICAL GROUP OF TEXAS, P.A.
                                     a Texas professional association
                                     
                                     
                                     By:      /s/ Stephen Haskins
                                              ---------------------------------
                                     Its:     President
                                              ---------------------------------
                                     
PARTNERSHIP:                         "WEST TEXAS NEONATAL ASSOCIATES"
                                     
LUIS A. AYO, M.D., P.A., Partner     By:      /s/ Luis A. Ayo
                                              ---------------------------------
By:  /s/ LUIS A. AYO, M.D.                    Luis A. Ayo, M.D., Partner      
     ---------------------------
     LUIS A. AYO, M.D.               By:      /s/ Roy Caviglia               
     Sole Shareholder, Sole                   ---------------------------------
     Director, President                      Roy Caviglia, M.D., Partner     

                                     
PARTNERS:                            
                                     /s/ LUIS A. AYO, M.D.
                                     -----------------------------------------
                                     LUIS A. AYO, M.D.
                                     
                                     /s/ ROY CAVIGLIA, M.D.
                                     -----------------------------------------
                                     ROY CAVIGLIA, M.D.
                                     
                                     
                                     LUIS A. AYO, M.D., P.A.
                                     
                                     
                                     By:      /s/ LUIS A. AYO, M.D.
                                              --------------------------------
                                              LUIS A. AYO, M.D.
                                              Sole Shareholder, Sole 
                                              Director, President
                                              





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