THIRD AMENDMENT TO EMPLOYMENT CONTRACT

     1

                     THIRD 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 Third Amendment to the Employment Agreement
     between Mid Atlantic Medical Services, Inc.(the "Company"), MD-
     Individual Practice Association, Inc. and Xxxxxx X. Xxxxxx ("Executive")
     which was signed and delivered the 18th day of December 1990.  The first
     Amendment was dated September 11, 1992.  The second Amendment was dated
     in 1993.

     The original contract provides for a retirement benefit to be paid to
     Xx. Xxxxxx pursuant to Section 3.9.  That provision provided for certain
     benefits to be paid which were inclusive of amounts to be paid pursuant
     to the defined benefit retirement plan offered by the Company to all
     employees.  The Mid Atlantic Medical Services Inc. and Their
     Subsidiaries Retirement Plan ("Plan") was terminated effective November
     17, 1995. Pursuant to the terms of that termination and based on
     election made by the Executive, a lump sum payment will be rolled over
     from the Plan into the Company's 401k Plan.  The purpose of this
     technical amendment is to clarify the fact that the amount of this lump
     sum distribution shall be considered to decrease the Company's liability
     for benefits payable under Section 3.9

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

     (2)  Add to Section 3.9  [Retirement Benefits]

          After the first paragraph, the following new paragraph shall be
     added. "For purpose of the proceeding paragraph, the amount of the
     liability determined by this calculation shall be reduced by the amount
     rolled into the 401(k) Plan because of the termination of The Mid
     Atlantic Medical Services, Inc. and Their Subsidiaries Retirement Plan."

     Signed and delivered this 8th day of December 1995, in Rockville,
     Maryland by Mid Atlantic Medical Service, Inc., MD-Individual Practice
     Association, Inc. and Xxxxxx X. Xxxxxx.


     By:/s/ Xxxxxx X. Xxxxxx
        ------------------------------------
        Xxxxxx X. Xxxxxx



     Mid Atlantic Medical Services, Inc.
     By:/s/ Xxxxxx X. Xxxxxxxxxx
        ------------------------------------


        Xxxxxx X. Xxxxxxxxxx
        Executive Vice President and General Counsel



     MD-Individual Practice Association, Inc.
     By:/s/ Xxxxxx X. Xxxxxxxxxx
        ------------------------------------
        Xxxxxx X. Xxxxxxxxxx
        Executive Vice President and General Counsel