WITNESSETH:

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                                                                   EXHIBIT 10.45


               FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT


     This FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the "Amendment") is
made and entered into as of the 25th day of March, 1998, by and between
PHYSICIANS' SPECIALITY CORP., a Delaware corporation ("PSC"), and XXXXXX X.
XXXXXXXX, an individual resident of the state of Georgia ("Executive").

                                  WITNESSETH:

     WHEREAS, PSC and Executive entered into that certain Executive Employment
Agreement dated November 26, 1996 (the "Agreement");

     WHEREAS, PSC and Executive desire to amend the Agreement as hereinafter set
forth;

     NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:

     1.   All capitalized terms contained in this Amendment and not otherwise
defined herein shall have the respective meanings given to such terms in the
Agreement.

     2.   Section 1.1 of the Agreement is hereby amended by inserting the
following sentence after the period at the end of the second sentence for such
section: "Executive may hold such other offices of Company to which the Board
of Directors may, from time to time, appoint Executive and to which Executive
consents to serve."

     3.   Section 1.1 of the Agreement is hereby further amended by inserting
the following sentence after the period at the end of such section; "Executive
shall devote his full time (i.e., no less than 40 hours per week) to performing
his obligations hereunder and shall perform his obligations hereunder
diligently, faithfully and to the best of Executive's abilities.
Notwithstanding the foregoing, Executive shall continue to serve as Chairman of
Xxxx, Xxxxxxxx & Co. and have other financial interests and income in
connection therewith or delivered therefrom."

     4.   Commencing as of the date of this Amendment, Executive's Base Salary
shall be increased to a rate of One Hundred Fifty Thousand Dollars ($150,000)
per annum.

     5.   This Amendment may be executed in several counterparts, each of which
shall be deemed to be an original, and such counterparts shall together
constitute one and the same instrument.

     6.   This Amendment shall be governed by the laws of the State of Georgia.
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     7.   Except as amended hereby, the Agreement shall remain in full force
and effect in accordance with its terms and is hereby ratified and confirmed.

     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day
and year first above written.

                                             PHYSICIANS' SPECIALTY CORP.


                                             By /s/ XXXXXXX X. XXXXXXX
                                                -----------------------------
                                             Title: CEO
                                                    -------------------------

                                             /s/ XXXXXX X. XXXXXXXX
                                             --------------------------------
                                             Xxxxxx X. Xxxxxxxx