
<PAGE>

                SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT                    


     THIS SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT, dated as of August 4, 
1997, is by and among Good Samaritan Supply Services, Inc., a South Dakota 
corporation (the "Company"), The Evangelical Lutheran Good Samaritan 
Foundation, a Minnesota non-profit corporation (the "Foundation"), and 
American Medserve Corporation, a Delaware corporation ("AMC").

     WHEREAS, the Company, the Foundation and AMC have entered into a 
Shareholders Agreement, dated as of April 30, 1996, as amended by a First 
Amendment to Shareholders Agreement, dated as of May 15, 1997 (as so amended, 
the "Shareholders Agreement").

     WHEREAS, the Company, the Foundation and AMC wish to further amend the 
Shareholders Agreement as hereinafter set forth.

     NOW THEREFORE, for and in consideration of the foregoing, and other good 
and valuable consideration, the Company, the Foundation and AMC agree as 
follows:

     1.     DEFINITIONS. The following terms shall have the respective 
meanings hereinafter set forth:

     "AMC CHANGE IN CONTROL" shall mean and include the occurrence of either 
of the following events:

     (i)    Any Person or "group" (as such term is defined in Section 13(d) 
            of the Exchange Act and the rules and regulations promulgated 
            thereunder) shall have become the Beneficial Owner, directly or
            indirectly, of securities of AMC, or of any entity resulting from a
            merger or consolidation involving AMC, representing more than 50% of
            the combined voting power of the then outstanding securities of AMC
            or such entity;

     (ii)   AMC is merged, consolidated or reorganized into or with another 
            corporation or other entity, and, as a result of such merger, 
            consolidation or reorganization, less than a majority of the 
            combined voting power or the then outstanding securities of such
            corporation or entity immediately after such transaction is 
            Beneficially Owned in the aggregate by the Beneficial Owners of AMC
            Voting Stock immediately prior to such transaction; or

     (iii)  Any Person or "group" (as such term is defined in Section 13(d) 
            of the Exchange Act and the Rules and regulations promulgated 
            thereunder) shall have acquired all or substantially all of the 
            assets of AMC.

     "AMC ACQUIRER" shall mean and include any Person or "group" (as such 
term is defined in Section 13(d) of the Exchange Act and the rules and 
regulations promulgated thereunder) (i) who shall have become the Beneficial 
Owner, directly or indirectly, of securities of AMC, or of any entity 
resulting from a merger or consolidation involving AMC, representing more 
than 50% of the combined voting power of the then-outstanding securities of 
AMC or such entity, or (ii) who shall have acquired all or substantially all 
of the assets of AMC.

     "AMC VOTING STOCK" shall mean capital stock of AMC of any class or 
series entitled to vote generally in the election of directors.

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     "BENEFICIAL OWNER" and "BENEFICIALLY OWNED" shall have the respective 
meanings assigned to such terms in Rule 13d-3 promulgated under the Exchange 
Act.

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as 
amended.

     All other capitalized terms not otherwise defined herein shall have the 
respective meaning ascribed to such term in the Shareholders Agreement.

     2.     AMC ACQUIRER OPTION AND FOUNDATION PUT.

     (a)    At and upon the occurrence of an AMC Change in Control occurring 
on or before June 30, 1998, AMC and the AMC Acquirer shall have the right 
(the "AMC Acquirer Option"), exercisable for a period of 180 days following 
the occurrence of such AMC Change in Control, to purchase, and the Good 
Samaritan Shareholders shall have the obligation to sell, (i) all of the 
Common Shares then held by the Good Samaritan Shareholders (which Common 
Shares will represent approximately 49.9% of the issued and outstanding 
Common Shares on the date of Closing, as such term is hereinafter defined) 
and (ii) all warrants to purchase Common Shares then held by the Good 
Samaritan Shareholders, for an aggregate price of $6.0 million in cash.

     (b)    If an AMC Change in Control has occurred and the AMC Acquirer 
Option has not been exercised within 180 days following the occurrence of 
such AMC Change in Control, the Good Samaritan Shareholders shall have the 
right (the "Foundation Put"), exercisable upon the 181st day following the 
occurrence of such AMC Change in Control and for a period of 180 days 
thereafter, to sell, and AMC shall have the obligation to purchase, (i) all 
of the Common Shares then held by the Good Samaritan Shareholders (which 
Common Shares will represent approximately 49.9% of the issued and 
outstanding Common Shares on the date of the Closing, as such term is 
hereinafter defined) and (ii) all warrants to purchase Common Shares then 
held by the Good Samaritan Shareholders, for an aggregate price of $6.0 
million in cash.

     (c)    The AMC Acquirer Option shall be exercisable by AMC or the AMC 
Acquirer, and the Foundation Put shall be exercisable by the Foundation, as 
the case may be, by written notice of such exercise delivered to the other 
party within the applicable exercise period. The closing of the AMC Acquirer 
Option and the Foundation Put (the "Closing") shall take place within ten 
(10) days following delivery of such written notice at the principal office 
of the party who delivered such notice, unless the parties mutually agree on 
a different place or time. At the Closing, (i), subject to AMC's compliance 
with its obligations set forth in Section 2(d) below, the Foundation shall 
deliver to AMC or the AMC Acquirer the certificate or certificates 
representing the Common Shares and warrants purchased thereby, properly 
endorsed for transfer and with documentary stamps affixed (the cost of which, 
if any, shall be borne by the purchaser), free and clear of all security 
interests, liens and restrictions, and (ii) AMC or the AMC Acquirer shall 
deliver to the Foundation cash in the amount of $6.0 million, payable by 
certified check or wire transfer to such account as is designated in writing 
by the Foundation.

     (d)    The parties acknowledge that the Common Shares, warrants and 
Class A Preferred (as such term is hereinafter defined) owned by the 
Foundation have been pledged to LaSalle National Bank pursuant to a Pledge 
Agreement, dated as of June 21, 1996 (the "Pledge Agreement"). On or before 
the Closing upon exercise of the Foundation Put or AMC Acquirer Option, AMC 
shall take action which may be necessary (i) to cause such Common Shares, 
warrants and Class A Preferred to be released from



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the lien of such Pledge Agreement and (ii) to cause the Pledge Agreement to 
be terminated with respect to the Foundation effective as of the Closing.

     3.     REDEMPTION OF CLASS A PREFERRED. At and upon the Closing, the 
Company shall redeem all of the shares of the Company's Class A Preferred 
Shares, par value $0.01 per share ("Class A Preferred"), then held by the 
Good Samaritan Shareholders at the then-applicable redemption price of such 
Class A Preferred. The Good Samaritan Shareholders hereby waive all notice 
otherwise required with respect to such redemption and AMC hereby waives its 
right to have its shares of Class A Preferred redeemed as part of such 
redemption.

     4.     TERMINATION OF SECTION 5.1 OF SHAREHOLDERS AGREEMENT. The 
Company, the Foundation and AMC agree and acknowledge that, at and upon the 
occurrence of an AMC Change in Control occurring on or before June 30, 1998, 
the provisions of Section 5.1 of the Shareholders Agreement granting each 
Good Samaritan Shareholder the right to exchange its Common Shares for AMC 
Shares shall terminate and be of no further force or effect.

     5.     TERMINATION OF SHAREHOLDERS AGREEMENT. At and upon the Closing, 
the Shareholders Agreement shall terminate and be of no further force or 
effect.

     6.     SHAREHOLDERS AGREEMENT OTHERWISE TO REMAIN IN FULL FORCE AND 
EFFECT. Except and to the extent as hereinabove amended, the terms of the 
Shareholders Agreement shall remain in full force and effect. Without 
limiting the generality of the foregoing, the provisions of Section 9 of the 
Shareholders Agreement are hereby incorporated herein by reference thereto.

     IN WITNESS WHEREOF, the parties hereto have executed this Second 
Amendment to Shareholders Agreement as of the day and year first written 
above.

                                        AMERICAN MEDSERVE CORPORATION


                                        By: /s/  Timothy L. Burfield
                                            ------------------------
                                               Name: Timothy L. Burfield
                                               Title: CHIEF EXECUTIVE OFFICER
                                                      

                                        THE EVANGELICAL LUTHERAN GOOD 
                                        SAMARITAN FOUNDATION


                                        By: /s/  Charles L. Balcer
                                            ----------------------
                                               Name: Charles L. Balcer
                                               Title: CHAIRPERSON
                                                      

                                        GOOD SAMARITAN SUPPLY SERVICES, INC.

             
                                        By: /s/  Curtis L. Hage
                                            -------------------
                                               Name: Curtis L. Hage
                                               Title: CHAIRPERSON
                                                      


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