AMENDMENT THIS SECOND AMENDMENT (the "Amendment") is made as of January 16, 1997, to the Plan and Agreement of Merger dated November 15, 1996 by and among Medtrust Medical Group, Inc., Doctors Health System, Inc. and Doctors Health of Virginia, Inc....

                                                                   Exhibit 10.49

                                   AMENDMENT

                  THIS  SECOND  AMENDMENT (the  "Amendment")  is made as of
January  16, 1997, to the Plan and  Agreement of Merger dated  November 15, 1996
by and among Medtrust Medical Group, Inc., Doctors Health System,  Inc. and
Doctors Health of Virginia, Inc. (the "Merger Agreement").

                  NOW,  THEREFORE,  in  consideration  of  the   covenants   and
agreements  herein  contained,  the parties hereto agree as follows:

                  1.  Section 1.2  is  amended by deleting the last sentence and
inserting in lieu thereof:

                  "The  Effective  Date shall  occur on the  Closing Date. In no
event  shall  the  Closing  Date  occur  later  than   March  31,  1997  (the
"Termination Date") without the mutual consent of the parties."

                  2.  This  Amendment  does not amend any other provision of the
Merger Agreement.

                  IN WITNESS  WHEREOF,  this  Second Amendment  has been duly
executed by the parties  hereto on the day and year first above written.


MEDTRUST MEDICAL GROUP, INC.                DOCTORS HEALTH SYSTEM,
                                             INC.


By: /s/ Xxxxxx X. Xxxxxx                    By: /s/ Stewart B. Gold
   ___________________________                 ________________________
     Xxxxxx X. Xxxxxx, CEO and                 Stewart B. Gold, President
     Chairman



DOCTORS HEALTH OF VIRGINIA, INC.


/s/ Stewart B. Gold
---------------------------------
Stewart B. Gold, President