
<PAGE>

                                AMENDMENT NO. 1 TO
                           SENIOR MANAGEMENT AGREEMENT


     This Amendment No. 1 to Senior Management Agreement is made as of June 30,
1997 between American Medserve Corporation (the "Company") and Timothy L.
Burfield ("Executive").

     The Company and the Executive entered into a Senior Management Agreement as
of December 3, 1993 (the "Original Senior Management Agreement").

     Executive purchased 6,977.40 shares of Class B Common Stock (the "Class B
Common") pursuant to the Original Senior Management Agreement and the terms of
the Class B Common are governed by the Original Senior Management Agreement.

     In November 1997, the Company adopted a Restated Certificate of
Incorporation pursuant to which each share of Class B Common was reclassified as
69.6502323 shares of Common Stock.  As a result of the reclassification,
Executive now owns 485,978 shares of Common Stock purchased pursuant to the
Original Senior Management Agreement.

     In September 1996, Executive purchased 340 shares of Class B Common, and as
a result of the reclassification, Executive now owns an additional 23,681
shares of Common Stock.

     Executive and the Company now wish (i) to amend those terms of the Original
Senior Management Agreement that pertain to the vesting of certain of the
Executive's Common Stock and payments to be made to the Executive in the event
of his termination without Cause (as defined in the Original Senior Management
Agreement) and (ii) clarify the terms of the 23,681 shares of Common Stock
purchased in September 1996.

     The parties hereto now agree as follows:

     1.   Section 2 of the Original Senior Management Agreement shall be 
deleted in its entirety and replaced with the following:  "Effective upon 
June 30, 1997, all shares of Executive Stock which have not yet become vested 
are vested, and therefore, as of June 30, 1997, all shares of Executive Stock 
held by Executive are now vested and subject to no contractual restrictions."

     2.   Sections 3, 4 and 6 are deleted in their entirety and replaced with
the following:  "INTENTIONALLY OMITTED".

     3.   Section 7 is deleted in its entirety and replaced with the following: 
"Executive's co-sale rights are set forth in that certain Amended and Restated
Stockholders Agreement made as of August 23, 1996 by and among the Company,
Golder, Thoma, Cressey, Rauner Fund IV, L.P. and the investors listed on the
signature page thereof.


<PAGE>

     4.   Section 8 is deleted in its entirety and replaced with the following: 
"Executive's registration rights are set forth in that certain Registration
Agreement made as of August 23, 1996 by and among the Company, Golder, Thoma,
Cressey, Rauner Fund IV and those investors listed on the signature page
thereof.

     5.   Section 11(b) is deleted in its entirety and replaced with the 
following:  "Subject to Section 11(c) below, if Executive's employment with 
the Company is terminated by the Company without Cause, Executive shall be 
entitled to receive payments at the rate of the Annual Base Salary for 
eighteen months (or, at the Company's option, for a greater period of up to 
two years) following the date of Termination, payable in monthly 
installments.  The Company may cease making payments pursuant to this Section 
11(b) at any time after which Executive breaches any of the provisions of 
Section 12 or 13; provided that no such cessation shall relieve Executive of 
his obligations under Section 12 or 13.

     6.   Section 13(a) is deleted in its entirety and replaced with the 
following:  "NONCOMPETITION.  Executive acknowledges that in the course of 
his employment with the Company, he will become familiar with the Company's 
trade secrets and with other confidential information concerning the Company 
and that his services will be of special, unique and extraordinary value to 
the Company. Therefore, Executive agrees that, during the Employment Period 
and (i) if Executive's employment is terminated by the Company for Cause or 
as a result of voluntary termination by Executive, for two years thereafter, 
or (ii) if Executive's employment is terminated for any other reason, the 
period during which the Company is required or has elected (without giving 
effect to the last sentence of Section 11(b)) to make payments to Executive 
pursuant to Section 11(b) (the "Noncompete Period"), he shall not directly or 
indirectly own, manage, control, participate in, consult with, render 
services for, or in any manner engage in any business competing with the 
businesses of the Company or its Subsidiaries as such businesses exist on the 
date of the termination of Executive's employment, within those limited 
states or metropolitan areas in which the Company is engaged in business (or 
in which the Company is in the process of attempting to engage in business) 
during the Employment Period or at the time of termination of Executive's 
employment."

     7.   The Company, Executive and Golder, Thoma, Cressey, Rauner Fund IV
agree and acknowledge that the 23,681 shares of Common Stock purchased by
Executive in September 1996 are fully vested and subject to no contractual
restrictions.

     8.   Except as specifically set forth herein, all provisions of the
Original Senior Management Agreement shall remain in full force and effect.

     9.   (a)  This Agreement, those documents expressly referred to herein and
other documents of even date herewith embody the complete agreement and
understanding among the parties and supersede and preempt any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject mater hereof in any way.




                                      -2-

<PAGE>

          (b)  This Agreement may be executed in separate counterparts, each 
of which is deemed to be an original and all of which taken together 
constitute one and the same agreement.

          (c)  Except as otherwise provided herein, this Agreement shall bind
and inure to the benefit of and be enforceable by Executive, the Company,
Golder, Thoma, Cressey, Rauner Fund IV, L.P. and their respective successors and
assigns; provided that the rights and obligations of Executive under this
Agreement shall not be assignable except in connection with a permitted transfer
of Executive's Common Stock.

          (d)  All questions concerning the construction, validity and
interpretation of this Agreement and the exhibits and schedules hereto shall be
governed by and construed in accordance with the internal laws of the State of
Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware.

          (e)  All capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Original Senior Management Agreement.

          (f)  The provisions of this Agreement may be amended and waived only
with the prior written consent of the Company, Executive and Golder, Thoma,
Cressey, Rauner Fund IV, L.P.



















                                      -3-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.

                                       AMERICAN MEDSERVE CORPORATION
                                       
                                       By:   /s/  Timothy L. Burfield
                                             ----------------------------------
                                       Its:  
                                             ----------------------------------

                                       
                                       /s/   Timothy L. Burfield
                                             ----------------------------------
                                             Timothy L. Burfield

Agreed and Accepted:

GOLDER, THOMA, CRESSEY, 
  RAUNER FUND IV, L.P.

By:  GTCR IV, L.P.
Its: General Partner

By:  Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner

By:  /s/   Bryan C. Cressey
     ------------------------------------
Its:
     ------------------------------------









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