PHYSICIAN HEALTH CORP S-1/A

AMENDMENT NO. 1 TO THE FORM S-1

OPINION OF JACKSON WALKER, L.L.P.

AMENDMENT AND JOINDER TO THE 2ND AMENDED

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER

PRACTICE MANAGEMENT AGREEMENT

ASSET PURCHASE AGREEMENT BY AND AMONG

AGREEMENT AND PLAN MERGER

MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN MIDSOUTH

MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN MIDSOUTH

MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN MIDSOUTH

GENERAL UNDERTAKING AGREEMENT

AMENDMENT TO GENERAL UNDERTAKING AGREEMENT

ESCROW AGREEMENT

AMENDED AND RESTATED CREDIT AGREEMENT AMONG PHYSICIANS HLT.

$15,000,000 SENIOR SUBORDINATED LOAN AGREEMENT

AMENDMENT NO. 1 TO THE SENIOR SUBORDINATED CREDIT

RESTATED AND AMENDED STOCKHOLDER AGREEMENT

AMENDMENT TO RESTATED AND AMENDED STOCKHOLDER AGREEMENT

NON-COMPETITION AND NON-DISCLOSURE FORM OF AGREEMENT

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

CONSENT OF INDEPENDENT AUDITORS

FINANCIAL DATA SCHEDULE

CONSENT OF PROPOSED DIRECTOR