PHYSICIAN HEALTH CORP S-1

FORM S-1

4TH RESTATED CERTIFICATE OF INCORPORATION

2ND AMENDED AND RESTATED CERF. OF DESIGNATION

AMENDED AND RESTATED BYLAWS

2ND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

ASSET PURCHASE AND CONTRIBUTION AGREEMENT

MANAGEMENT SERVICES AGREEMENT

SUPPLEMENTAL AGREEMENT

AGREEMENT AND PLAN REORGANIZATION

PRACTICE MANAGEMENT AGREEMENT

EMPLOYMENT AGREEMENT OF M.D. WITH INTERNAL MEDICIN

OPTION AGREEMENT

OPTION AGREEMENT

PRACTICE MANAGEMENT AGREEMENT

FIRST AMENDMENT TO MGT. SERVICES AGREEMENT

FIRST AMENDMENT TO MGT. SERVICES AGREEMENT

FIRST AMENDMENT TO MGT. SERVICES AGREEMENT

AMENDED & RESTATED 1995 STOCK OPTION PLAN

STOCK & WARRANT PURCHASE AGREEMENT

FORM OF CONTINGENT SHARE WARRANT

WARRANT

SECURITIES PURCHASE AGREEMENT

AMENDMENT NO. 1 TO SECURITY PURCHASE AGREEMENT

AMENDMENT NO. 2 TO SECURITY PURCHASE AGREEMENT

EQUITY CALL AGREEMENT

AMENDMENT NO. 1 TO EQUITY CALL AGREEMENT

JOINDER TO THE EQUITY CALL AGREEMENT

AMENDMENT NO. 1 TO ESCROW AGREEMENT

AMENDMENT NO. 2 TO ESCROW AGREEMENT

VOTING COMMON STOCK WARRANT

SEC. PURCHASE AGR. WITH PARIBAS PRINCIPAL INC.

VOTING COMMON STOCK WARRANT

WARRANT PURCHASE AGREEMENT

WARRANT CERTIFICATE

WARRANT AGREEMENT

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

JOINDER TO THE AMENDED AND RESTATED REG RIGHTS AGR

LETTER AGREEMENT DATED SEPT 16, 1997

WARRANT CERTIFICATE DATED JUNE 16, 1997

LOAN AND SECURITY AGREEMENT NO. 1

LOAN AND SECURITY AGREEMENT NO. 2

LOAN AND SECURITY AGREEMENT NO. 3

LOAN AND SECURITY AGREEMENT NO. 4

LOAN AND SECURITY AGREEMENT NO. 5

LOAN AND SECURITY AGREEMENT NO. 6

LOAN AND SECURITY AGREEMENT DATED JUNE 16, 1997

WARRANT AND PREFERRED STOCK COMMITMENT

WARRANT DATED SEPTEMBER 12, 1997

SUBSIDIARIES

CONSENT OF ARTHUR ANDERSEN LLP

CONSENT OF ERNST & YOUNG

FINANCIAL DATA SCHEDULE