Amendment to the Management Agreement dated 9-7-1999 between PRWW, Ltd. and Joel Morganroth, M.D., its Chairman and CEO This contract is hereby amended, as of May 1, 2000, in that section 10 clause "b" which currently reads that severance shall equal...

Amendment to the Management Agreement dated 9-7-1999 between PRWW, Ltd. and Xxxx
Xxxxxxxxxx, M.D., its Chairman and CEO

     This  contract is hereby  amended,  as of May 1, 2000,  in that  section 10
     clause "b" which  currently  reads that  severance  shall  equal one year's
     annual salary and applicable prorated bonus shall in fact be equal to 1.765
     times  the  annual  salary  and  applicable  prorate  bonus  as long as all
     relationships  such as  providing  medical  services  with  any  affiliated
     company are also  terminated  and if not then the severance  will remain at
     1.0 times PRWW salary.


Signed:


Xxxx Xxxx
Chairman, Compensation Committee


Accepted:



Xxxx Xxxxxxxxxx, MD