FIRST AMENDMENT TO EMPLOYMENT CONTRACT

                        FIRST AMENDMENT TO EMPLOYMENT CONTRACT

                                     between

                       Mid Atlantic Medical Services, Inc.
                                       and
                    MD-Individual Practice Association, Inc.

                                       and


                                XXXXXX X. XXXXXX



This agreement shall be the First Amendment to the Employment  Agreement between
Mid Atlantic Medical Services,  Inc.,  MD-Individual Practice Association,  Inc.
and Xxxxxx X.  Xxxxxx  which was signed and  delivered  the 18th day of December
1990.

(1)         The  parties  reaffirm  and  ratify  the  Original  Contract  in all
            respects except as provided below.


(2)       Add to Section 3.9 [Retirement Benefits]

            "Payment,  if any, of the augmented  retirement benefit will be made
            in the form of an annuity  for a fixed term of years  payable to the
            Executive,  or his estate,  heirs, or assignees as determined by the
            Executive.  Such  term  of the  annuity  shall  be  the  actuarially
            equivalent  of a fixed and  certain  term as compared to the average
            life  expectancy  for an  individual  of the age and  status  of the
            Executive at the date of retirement or death"


(3)       Change to Section 1.1 [Term of Employment] by

                      deleting "ending December 31, 1994", and
                      inserting "ending December 31, 1998"


(4)        Add to Section 3.1 (Base Compensation) at end of first paragraph.

                    "Notwithstanding the above, in no event will Executive's
                     Compensation be reduced by more than 25% in any one year"







(5)        Change to Section 3.1 (Base Compensation) by

                       deleting "March" and inserting "January"


(6)        Add new section 3.10

          "Health Insurance. Either the Executive or the spouse of the Executive
     at the time of retirement  or death of the  Executive  will be eligible for
     health coverage from the Company or its successor  during the term of their
     respective  lives.  Such health coverage to be paid for by Executive or the
     spouse of the Executive."


Signed and delivered this 11th day of September, 1992, in Rockville, Maryland by
Mid Atlantic Medical Services,  Inc.,  MD-Individual Practice Association,  Inc.
and Xxxxxx X. Xxxxxx.




/s/
Xxxxxx X. Xxxxxx


Mid Atlantic Medical Services, Inc.    MD-Individual Practice Association, Inc.



By: /s/ Xxxxxx X. Xxxxxxxxxx           By: /s/ Xxxxxx X. Xxxxxxxxxx
    ------------------------               ------------------------
       Xxxxxx X. Xxxxxxxxxx                    Xxxxxx X. Xxxxxxxxxx
       Executive Vice President                Executive Vice President
       and General Counsel                     and General Counsel