SHAREHOLDER DESIGNATION AND STOCK TRANSFER AGREEMENT

 

              SHAREHOLDER DESIGNATION AND STOCK TRANSFER AGREEMENT

     This SHAREHOLDER DESIGNATION AND STOCK TRANSFER AGREEMENT (the
"Agreement"), dated as of August 9, 1996, by and among Physicians Quality Care,
Inc., a Delaware business corporation ("PQC"); Medical Care Partners, P.C., a
Massachusetts professional corporation ("MCP"); and Jay Ungar, M.D. in an
individual capacity (the "Shareholder) (hereinafter, collectively, the
"Parties").

     WHEREAS, PQC provides management, administrative and other support services
to affiliated medical practices;

     WHEREAS, MCP provides comprehensive medical professional services;

     WHEREAS, the Shareholder is the sole shareholder of all of the issued and
outstanding shares of MCP (the "Shares"); and

     WHEREAS, the parties desire to restrict the transferability of the Shares
for the benefit of PQC and its relationship with MCP;

     NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and agreements contained herein, the Parties agree as follows:

                       Section 1  Effective Date and Term
                       ----------------------------------

     1.1  Effective Date: Term. This Agreement shall be effective as of August
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9, 1996, and shall continue until terminated in accordance with the provisions
of Section 1.2 below.

     1.2  Written Agreement Required. This Agreement may be terminated only upon
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the written direction of PQC, or upon the execution of a succeeding version of
this Agreement with a Successor Shareholder, as defined in Section 10.

                       Section 2 - Acquisition of Shares
                       ---------------------------------

     2.1  Execution of Agreements. In consideration of the sale by MCP of all of
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the outstanding capital stock to the Shareholder under the Restricted Stock and
Stock Transfer Agreement dated as August 9, 1996, among the Shareholder and MCP,
the Shareholder enters into this Agreement.

     2.2    Shareholder Designee's Record Title to Shares.  During the Period of
            ---------------------------------------------                       
Designation of the Shareholder (as defined in Section 9.1), the Shareholder
shall be the shareholder of record of the Shares and shall be entitled to
exercise the right to vote in person or by proxy in respect of any and all of
the Shares in accordance herewith.

                         Section 3 - Transfer of Shares
                         ------------------------------

     3.1    Attorney-in-Fact. The Shareholder, on behalf of himself, his
            ----------------                                            
successors and assigns, hereby appoints the Attorney-in-Fact (defined in Section
12) as the Shareholder's and his successor's and assign's attorney-in-fact with
full power and authority to execute all documents and do all things necessary to
effectuate the transfer to the Successor Shareholder, designated as provided in
Section 10 hereof, of record ownership of the Shares held in the

name of the Shareholder when the Shareholder's Period of Designation has
expired.  Such appointment shall be irrevocable. In furtherance of such
appointment, the Shareholder has caused, or shall promptly cause upon
commencement of the Period of Designation, the Shares and all certificates
representing the same and all securities resulting from a merger or
consolidation of MCP or a split-up or reclassification of the equity of MCP to
be delivered to the Attorney-in-Fact, accompanied by an executed stock power,
endorsed in blank.

     3.2  Resignation. The Shareholder shall have the right to resign for any
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reason by giving ninety (90) days written notice to the Attorney-in-Fact, which
resignation shall become effective upon the expiration of the ninety (90) day
period following receipt of such notice by the Attorney-in-Fact.  In no event
shall the Shareholder have a right to resign prior to the end of the notice
period specified in the previous sentence.

     3.3  Automatic Transfer, The Shares shall be deemed to have been
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transferred to the Successor Shareholder, designated as provided in Section 10,
without further action by the Shareholder, immediately upon the occurrence of
any of the following events (each a "Transfer Event"); provided, however, that
                                                       -----------------      
until the Successor Shareholder shall have made the Shareholder's designation
effective pursuant to Section 10, the Shareholder shall continue to hold the
Shares in trust for the benefit of the Successor Shareholder, subject to the
limitations imposed by Section 9.3:

     (a)  the death of the Shareholder;

     (b)  the incompetence or permanent disability of the Shareholder such that
          the Shareholder is unable to render any professional services on
          behalf of MCP;

     (c)  the Shareholder's becoming disqualified under Massachusetts law to be
          a shareholder of MCP;

     (d)  the resignation of the Shareholder pursuant to Section 3.2;

     (e)  any attempt by the Shareholder or by any person to transfer the
          Shares, whether voluntarily or involuntarily, by operation of law or
          otherwise, to any person who is not the Successor Shareholder
          designated by PQC pursuant to Section 10;

     (f)  the filing of any petition for or another documents causing or
          intended to cause a judicial, administrative, voluntary or involuntary
          dissolution of MCP; or

     (g)  the designation of a Successor Shareholder by PQC pursuant to Section
          10, whether or not such designation has become effective under that
          provision.

     3.4  Effect of Transfer. Upon the transfer of the Shares, the Shareholder
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shall immediately resign, or be deemed to have resigned, as a director of MCP,
if the Shareholder holds such position, and from any and all corporate offices
if any, of MCP at the time held by the Shareholder. Notwithstanding anything to
the contrary herein, upon the occurrence of

                                      -2-

a Transfer Event, the Shares will be immediately transferred, or deemed to be
transferred, to the Successor Shareholder upon the effective date of such
Transfer Event. The Successor Shareholder, shall have from and after such
Transfer Event all ownership and voting rights as to the Shares in accordance
with this Agreement, irrespective of receipt of a certificate for such Shares,
receipt by the Shareholder of payment for the Shares, or any other act or
matter. Upon the transfer of the Shares, the Shareholder shall be released in
writing from all obligations under this Agreement,

     3.5    Purchase Price. The purchase price for the Shares transferred to the
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Successor Shareholder (the "Purchase Price") shall be the same purchase price,
one hundred dollars ($100) in the aggregate, paid by the Shareholder to acquire
the Shares notwithstanding any increase or decline in the value of MCP's
business or assets in the interim. Payment of the Purchase Price shall be made
by the Successor Shareholder to the Shareholder within five (5) business days of
the transfer of the Shares to the Successor Shareholder. The Shareholder's only
remedy for the failure of the Successor Shareholder to pay the purchase price
for the Shares shall be money damages, and in no way shall such failure
jeopardize the temporary or permanent transfer of any rights as to the Shares.

                          Section 4 - Voting of Shares
                          ----------------------------

     4.1    Election of Directors of MCP.
            ---------------------------- 

     4.1.1  Election. The Shareholder agrees to consult with the Attorney-in-
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Fact in accordance with Section 12 of this Agreement with respect to the
election of directors of MCP (as defined in the By-laws of MCP), which
consultation shall include a written communication and a written response.

     4.1.2  Vacancies, In the event of a vacancy for any reason in the office of
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a director, the Shareholder shall consult with the Attorney-in-Fact with respect
to the election of a new director.

     4.2    Voting on All Other Matters. The Shareholder agrees that on any
            ---------------------------       
other proposal to be voted upon by holders of the Shares that the Shareholder
shall vote the Shares, or sign consents taking action on such matter, only after
consultation with the Attorney-in-Fact in accordance with Section 12 of this
Agreement, except only to the extent the same requires the exercise of
professional medical judgment. The Shareholder shall consult with the Attorney-
in-Fact from time to time as necessary and appropriate to obtain advice with
respect to matters to be voted upon by holders of the Shares.

                        Section 5 - Voting as a Director
                        --------------------------------

     5.1    Business Judgment. In the event that the Shareholder shall serve as
            -----------------     
a director of MCP, the Shareholder shall act in good faith, in a manner the
Shareholder reasonably believes to be in the best interests of MCP, and with
such care as an ordinarily prudent person in a like position would use in
similar circumstances in voting and otherwise acting as a member of the Board of
Directors of MCP.

                                      -3-

     5.2  Obligation to Consult with the Attorney-in-Fact. In voting with
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respect to matters, the approval of which by the Board of Directors of MCP
requires the affirmative vote of the Shareholder, the Shareholder shall consult
in advance with the Attorney-in-Fact with respect to such matters before voting
on such matters.

                   Section 6 - Professional Medical Judgment
                   -----------------------------------------

     The other provisions of this Agreement notwithstanding, the Shareholder
shall be unfettered in the exercise of the Shareholder's professional medical
judgment in the Shareholder's capacity as a shareholder, a director or officer
of MCP to the extent the matters under consideration require the exercise of
such judgment.

                  Section 7 - Notices, Reports and Information
                  --------------------------------------------

     The Shareholder shall promptly deliver to the Attorney-in-Fact, on receipt,
copies of all written materials received by the Shareholder in such capacity
and, consistent with such Shareholder's fiduciary obligations as a director of
MCP, all written materials received by the Shareholder in the Shareholder's
capacity as a member of the Board of Directors of MCP.

                     Section 8 - Distributions and Proceeds
                     --------------------------------------

     The Shareholder shall promptly give prior notice to PQC of any event giving
rise to the receipt of any shares, securities, moneys or property representing a
dividend, distribution or return of capital with respect to the Shares. The
Shareholder agrees that the Shareholder shall cause any dividend, distribution
or return of capital with respect to the Shares to be paid directly to PQC and
hereby directs MCP to make any such payment to PQC. The Shareholder disclaims
any beneficial interest in any such dividend, distribution or return of capital.

               Section 9 - Designation and Status of Shareholder
               -------------------------------------------------

     9.1  Period of Designation of Shareholder. The Shareholder who executes
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this Agreement or an amendment hereto, accepting the Shareholder's designation
as a "Shareholder" hereunder, shall serve as such for a period commencing on the
date hereof, with respect to the original Shareholder, and on the date of
acceptance, with respect to Successor Shareholders, and in each case continuing
until the date such Shareholder dies, resigns or ceases to serve as the
Shareholder in accordance with Section 3.3. As to each Shareholder, such period
is referred to herein as a "Period of Designation."

     9.2  No Compensation. The Shareholder shall not be entitled to receive
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compensation for the Shareholder services as Shareholder hereunder.

     9.3  Limitation on Authoritv. Other than as provided herein, the
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Shareholder shall not sell, transfer, assign or otherwise dispose of, or pledge,
mortgage, hypothecate or otherwise encumber, or permit or suffer any
encumbrance, for all or any part of the Shares, except on the express written
direction or with the express written consent of the Attorney-in-Fact. Upon the
occurrence of an event of automatic transfer pursuant to Section 3.3, the
Shareholder shall hold the Shares in trust for the benefit of the Successor
Shareholder

                                      -4-

until the designation of a Successor Shareholder becomes effective, but shall
have no authority to act on behalf of or bind MCP.

                       Section 10 - Successor Shareholder
                       ----------------------------------

     At any time PQC may at its sole discretion, and immediately upon the
occurrence of any Transfer Event PQC shall, designate a successor shareholder
(the "Successor Shareholder") to serve in accordance with this Agreement and
with applicable provisions of the Bylaws of MCP and applicable law. Such
Successor Shareholder shall be a physician licensed to practice medicine in the
Commonwealth of Massachusetts and shall be a party to an employment agreement
with PQC. In order to make such designation effective, the Successor Shareholder
shall accept such designation by executing a written amendment to this Agreement
and expressly, in writing, assume all of the Shareholder's obligations under
this Agreement,

                    Section 11 - Restrictions on Certificate
                    ----------------------------------------

     Upon the execution of this Agreement, the Shareholder shall surrender the
Shareholder's certificates representing the Shares to MCP, which shall place on
such certificates a notice of the restrictions on the transfer of such Shares
imposed by this Agreement. Such notice shall be substantially in the form of
Exhibit A attached hereto and incorporated herein by reference.

                         Section 12 - Attorney-in-Fact
                         -----------------------------

     PQC is hereby designated as the Attorney-in-Fact for the purposes of this
Agreement. The Shareholder shall act upon the advice of PQC as the Attorney-in-
Fact in all matters arising with respect to this Agreement. On notice to the
Shareholder and MCP from PQC, the Shareholder shall change the designation of
the Attorney-in-Fact to another person or entity designated by PQC.

                         Section 13 - No Joint Venture
                         -----------------------------

     The relationship created by this Agreement is not intended to be, shall not
be deemed to be, and shall not be treated as a general partnership, limited
partnership, joint venture, corporation or joint stock company or association.

                              Section 14 - Breach
                              -------------------

     Any (i) attempted sale, transfer, assignment, pledge or other encumbrance
or disposition of any of the Shares by the Shareholder or (ii) action by the
Shareholder in violation of any of the provisions of this Agreement shall be
considered a breach of this Agreement.

                     Section 15 - Miscellaneous Provisions
                     -------------------------------------

     15.1 Successors and Assigns. This Agreement shall be binding upon the
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parties and their respective successors, assigns, heirs, transferees, executors
and administrators, and

                                      -5-

except as otherwise expressly provided in any particular provision of this
Agreement, any subsequent holder or holders of any of the Shares.

     15.2 Notices. Except as otherwise specified in this Agreement, any notice
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required to be given pursuant to this Agreement shall be given in writing. Any
notice, demand or other communication in connection with this Agreement shall be
deemed to be given if given in writing (including telex, telecopy or similar
teletransmission) addressed to the respective party at the address set forth on
the signature page hereof (or to such party at such other address as such party
shall have specified by notice actually received by the addressor), and if
either (i) actually delivered in fully legible form to such address (evidenced
in the case of a telex by receipt of the correct answer back) or (ii) in the
case of a letter, five (5) days shall have elapsed after the same shall have
been deposited in the United States mails, with the first class postage prepaid
and registered or certified.

     15.3 Waiver. No waiver of any provision hereof shall be effective unless
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made in writing and signed by the waiving party. The failure of any party to
require the performance of any term or obligation of this Agreement, or the
waiver by any party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.

     15.4 Separability. If any provision of this Agreement is held for any
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reason to be unenforceable by a court of competent jurisdiction, the remainder
of this Agreement shall nevertheless remain in full force and effect.

     15.5 Headings. The headings in this Agreement are intended solely for
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convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.

     15.6 Governing Law. This Agreement is made in, and shall be governed by and
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construed in accordance with, the laws of the Commonwealth of Massachusetts.

     15.7 Counterparts. This Agreement may be executed in three (3) or more
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counterparts, each of which shall be deemed an original but all of which taken
together shall constitute one and the same instrument.

     15.8 Indemnification.
          --------------- 

     (a) PQC shall ensure that the directors and officers liability insurance
purchased by MCP or PQC on behalf of Shareholder shall include coverage for any
claims against Shareholder or liabilities arising out of Shareholder's
performance of the Shareholder's obligations under this Agreement or the
Shareholder's involvement, in the Shareholder's capacity as a shareholder of MCP
(but not in the Shareholder's capacity as a physician), in a proceeding
involving alleged medical malpractice by a physician employee of MCP, and PQC
shall indemnify Shareholder for any costs and expenses arising out of such a
proceeding in the event such costs and expenses are not reimbursed pursuant to
such policy.

                                      -6-

     (b)    Notification and Defense of Claim. Not later than thirty (30) days
            ---------------------------------                                 
after receipt by Shareholder of notice of the commencement of any action, suit
or proceeding, Shareholder will, if a claim in respect thereof is to be made
against PQC under this Agreement, notify PQC of the commencement thereof but the
omission so to notify PQC will not relieve PQC from any liability which it may
have to Shareholder otherwise than under this Agreement. With respect to any
such action, suit, or proceeding as to which Shareholder notifies PQC of the
commencement thereof:

     (i)    PQC will be entitled to participate therein at its own expense;

     (ii)   Except as otherwise provided below, to the extent that it may wish,
PQC jointly with any other indemnifying party similarly notified will be
entitled to assume the defense thereof, with counsel reasonably satisfactory to
Shareholder.  After notice from PQC to Shareholder of its election so as to
assume the defense thereof, PQC will not be liable to Shareholder under this
Agreement for any legal or other expenses subsequently incurred by Shareholder
in connection with the defense thereof other than reasonable costs of
investigation or as otherwise provided below. Shareholder shall have the right
to employ the Shareholder's counsel in such action, suit, or proceeding but the
fees and expenses of such counsel incurred after notice from PQC of its
assumption of the defense thereof shall be at the expense of Shareholder unless
(A) the employment of counsel by Shareholder has been authorized by PQC, (B)
Shareholder shall have reasonably concluded that there may be a conflict of
interest between PQC and Shareholder in the conduct of the defense of such
action or (C) PQC shall not in fact have reasonably promptly employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of Shareholder's separate counsel shall be at the expense of PQC. PQC shall not
be entitled to assume the defense of any action, suit, or proceeding brought by
or on behalf of PQC or as to which Shareholder shall have made the conclusion
provided for in (B) above; and

     (iii)  PQC shall not be liable to indemnify Shareholder under this
Agreement for any amounts paid in settlement of any action or claim effected
without its written consent. PQC shall be permitted to settle any action except
that it shall not settle any action or claim in any manner which would impose
any penalty or limitation on Shareholder without Shareholder's written consent.
Neither PQC nor Shareholder will unreasonably withhold its consent to any
proposed settlement.

                                      -7-

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
     
                              PHYSICIANS QUALITY CARE, INC.

                              By:        /s/ Jerilyn Asher
                                 --------------------------------------------
                                    Name:
                                    Title:
                                    Address:

                              MEDICAL CARE PARTNERS, P.C.

                              By:        /s/
                                 --------------------------------------------
                                    Name:
                                    Title:
                                    Address:
 

                                         /s/ Jay Ungar
                              -------------------------------------
                              Jay Ungar, M.D.

                                      -8-

                                   EXHIBIT A

                             NOTICE OF RESTRICTIONS

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
IMPOSED BY CHAPTER 156A OF THE GENERAL LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS, APPROPRIATE REGULATING BOARD(S), THE CORPORATION'S ARTICLES OF
INCORPORATION AND BYLAWS AND THE TERMS OF A SHAREHOLDER DESIGNATION AND
RESTRICTED STOCK TRANSFER AGREEMENT BY AND AMONG THE SHAREHOLDER NAMED HEREIN,
THE CORPORATION AND ANOTHER PARTY (A COPY OF WHICH IS ON FILE WITH THE
CORPORATION AND AVAILABLE WITHOUT CHARGE), AND NO TRANSFER OF THE SHARES
REPRESENTED HEREBY OR OF SHARES ISSUED IN EXCHANGE THEREFOR SHALL BE VALID OR
EFFECTIVE UNTIL THE TERMS AND CONDITIONS OF SUCH STATUTES, BOARD REQUIREMENTS,
ORGANIZATIONAL DOCUMENTS AND AGREEMENT SHALL HAVE BEEN FULFILLED IN THE JUDGMENT
OF THE CORPORATION.

                                      -9-

                 RESTRICTED STOCK AND STOCK TRANSFER AGREEMENT
                 ---------------------------------------------

     AGREEMENT dated as of August 9, 1996, between Medical Care Partners, P.C.,
a Massachusetts professional corporation (the "Company"), and Jay Ungar, M.D.
(the "Purchaser").

     For valuable consideration, receipt of which is acknowledged, the parties
hereto agree as follows:

     1.   Purchase of Shares.  The Company shall issue and sell to the
          ------------------                                          
Purchaser, and the Purchaser shall purchase from the Company, subject to the
terms and conditions set forth in this Agreement, 1,000 shares (the "Shares") of
common stock, $.0l par value, of the Company ("Common Stock"), at a purchase
price of $.0l per share.  The aggregate purchase price for the Shares shall be
paid by the Purchaser by check payable to the order of the Company or such other
method as may be acceptable to the Company.  Upon receipt of payment by the
Company for the Shares, the Company shall issue to the Purchaser one or more
certificates in the name of the Purchaser for that number of Shares purchased by
the Purchaser.  The Purchaser agrees that the Shares shall be subject to the
Purchase Option set forth in Section 2 of this Agreement and the restrictions on
transfer set forth in Section 4 of this Agreement.

     2.   Purchase Option.  At any time, in the Company's sole discretion, the
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Company shall have the right and option (the "Purchase Option") to purchase from
the Purchaser, for a sum of $.0l per share (the "Option Price"), all of the
Shares.

     3.   Exercise of Purchase Option and Closing.
          --------------------------------------- 

     (a) The Company may exercise the Purchase Option by delivering or mailing
to the Purchaser (or his estate), in accordance with Section 15, a written
notice of exercise of the Purchase Option.

     (b) Within five (5) days after his receipt of the Company's notice of the
exercise of the Purchase Option pursuant to subsection (a) above, the Purchaser
(or his estate) shall tender to the Company at its principal offices the
certificate or certificates representing the Shares which the Company has
elected to purchase, duly endorsed in blank by the Purchaser or with duly
endorsed stock powers attached thereto, all in form suitable for the transfer of
such Shares to the Company.  Upon its receipt of such certificate or
certificates, the Company shall deliver or mail to the Purchaser a check in the
amount of the aggregate Option Price therefor.

     (c) After the time at which any Shares are required to be delivered to the
Company for transfer to the Company pursuant to subsection (b) above, the
Company shall not pay any dividend to the Purchaser on account of such Shares or
permit the Purchaser to exercise any of the privileges or rights of a
stockholder with respect to such Shares, but shall, in so far as permitted by
law, treat the Company as the owner of such Shares.

                                      -10-

     (d) The Option Price may be payable, at the option of the Company, in
cancellation of all or a portion of any outstanding indebtedness of the
Purchaser to the Company or in cash (by check) or both.

     4.   Restrictions on Transfer.  The Purchaser shall not sell, assign,
          ------------------------                                        
transfer, pledge, hypothecate or otherwise dispose of, by operation of law or
otherwise (collectively "transfer") any Shares or any interest therein, except
in accordance with the terms of the Shareholder Designation and Stock Transfer
Agreement dated as of August    , 1996 by and among Physicians Quality Care,
Inc., the Company and the Purchaser.

     5.   Effect of Prohibited Transfer.  The Company shall not be required (a)
          -----------------------------                                        
to transfer on its books any of the Shares which shall have been sold or
transferred in violation of any of the provisions set forth in this Agreement,
or (b) to treat as owner of such Shares or to pay dividends to any transferee to
whom any such Shares shall have been so sold or transferred.

     6.   Restrictive Legend.  All certificates representing Shares shall have
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affixed thereto a legend in substantially the following form, in addition to any
other legends that may be required under federal or state securities laws:

          "The shares of stock represented by this certificate are subject to
          restrictions on transfer and an option to purchase set forth in a
          certain Restricted Stock and Stock Transfer Agreement between the
          corporation and the registered owner of these shares (or his
          predecessor in interest), and such Agreement is available for
          inspection without charge at the office of the Clerk of the
          corporation."

     7.   Investment Representations.  The Purchaser represents, warrants and
          --------------------------                                         
covenants as follows:

     (a) The Purchaser is purchasing the Shares for his own account for
investment only, and not with a view to, or for sale in connection with, any
distribution of the Shares in violation of the Securities Act of 1933 (the
"Securities Act"), or any rule or regulation under the Securities Act.

     (b) The Purchaser has had such opportunity as he has deemed adequate to
obtain from representatives of the Company such information as is necessary to
permit him to evaluate the merits and risks of his investment in the Company.

     (c) The Purchaser has sufficient experience in business, financial and
investment matters to be able to evaluate the risks involved in the purchase of
the Shares and to make an informed investment decision with respect to such
purchase.

     (d) The Purchaser can afford a complete loss of the value of the Shares and
is able to bear the economic risk of holding such Shares for an indefinite
period.

     (e) The Purchaser understands that (i) the Shares have not been registered
under the Securities Act and are "restricted securities" within the meaning of
Rule 144 under the

                                      -11-

Securities Act, (ii) the Shares cannot be sold, transferred or otherwise
disposed of unless they are subsequently registered under the Securities Act or
an exemption from registration is then available; (iii) in any event, the
exemption from registration under Rule 144 will not be available for at least
two years and even then will not be available unless a public market then exists
for the Common Stock, adequate information concerning the Company is then
available to the public, and other terms and conditions of Rule 144 are complied
with; and (iv) there is now no registration statement on file with the
Securities and Exchange Commission with respect to any stock of the Company and
the Company has no obligation or current intention to register the Shares under
the Securities Act.

     (f) A legend substantially in the following form will be placed on the
certificate representing the Shares:

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933, as amended, and may not be sold,
         transferred or otherwise disposed of in the absence of an effective
         registration statement under such Act or an opinion of counsel
         satisfactory to the corporation to the effect that such registration is
         not required."

     8.  Adjustments for Stock Splits, Stock Dividends, etc.
         -------------------------------------------------- 

     (a) If from time to time during the term of the Purchase Option there is
any stock split-up, stock dividend, stock distribution or other reclassification
of the Common Stock of the Company, any and all new, substituted or additional
securities to which the Purchaser is entitled by reason of his ownership of the
Shares shall be immediately subject to the Purchase Option, the restrictions on
transfer and other provisions of this Agreement in the same manner and to the
same extent as the Shares, and the Option Price shall be appropriately adjusted.

     (b) If the Shares are converted into or exchanged for, or stockholders of
the Company receive by reason of any distribution in total or partial
liquidation, securities of another corporation, or other property (including
cash), pursuant to any merger of the Company or acquisition of its assets, then
the rights of the Company under this Agreement shall inure to the benefit of the
Company's successor and this Agreement shall apply to the securities or other
property received upon such conversion, exchange or distribution in the same
manner and to the same extent as the Shares.

     9.   Withholding Taxes.
          ----------------- 

     (a) The Purchaser acknowledges and agrees that the Company has the right to
deduct from payments of any kind otherwise due to the Purchaser any federal,
state or local taxes of any kind required by law to be withheld with respect to
the purchase of the Shares by the Purchaser.

     (b) If the Purchaser elects, in accordance with Section 83(b) of the
Internal Revenue Code of 1986, as amended, to recognize ordinary income in the
year of acquisition

                                      -12-

of the Shares, the Company will require at the time of such election an
additional payment for withholding tax purposes based on the difference, if any,
between the purchase price for such Shares and the fair market value of such
Shares as of the day immediately preceding the date of the purchase of such
Shares by the Purchaser.

     10.  Severability.  The invalidity or unenforceability of any provision of
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this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, and each other provision of this Agreement shall be
severable and enforceable to the extent permitted by law.

     11.  Waiver.   Any provision contained in this Agreement may be waived,
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either generally or in any particular instance, by the Board of Directors of the
Company.

     12.  Binding Effect.  This Agreement shall be binding upon and inure to the
          --------------                                                        
benefit of the Company and the Purchaser and their respective heirs, executors,
administrators, legal representatives, successors and assigns, subject to the
restrictions on transfer set forth in Section 4 of this Agreement.

     13.  No Rights To Emplovment.  Nothing contained in this Agreement shall be
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construed as giving the Purchaser any right to be retained, in any position, as
an employee of the Company.

     14.  Notice.  All notices required or permitted hereunder shall be in
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writing and deemed effectively given upon personal delivery or upon deposit in
the United States Post Office, by registered or certified mail, postage prepaid,
addressed to the other party hereto at the address shown beneath his or its
respective signature to this Agreement, or at such other address or addresses as
either party shall designate to the other in accordance with this Section 14.

     15.  Pronouns.  Whenever the context may require, any pronouns used in this
          --------                                                              
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural, and vice
versa.

     16.  Entire Agreement.  This Agreement constitutes the entire agreement
          ----------------                                                  
between the parties, and supersedes all prior agreements and understandings,
relating to the subject matter of this Agreement.

     17.  Amendment.  This Agreement may be amended or modified only by a
          ---------                                                      
written instrument executed by both the Company and the Purchaser.

     18.  Governing Law.  This Agreement shall be construed, interpreted and
          -------------                                                     
enforced in accordance with the laws of the Commonwealth of Massachusetts.

                                      -13-

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

                              MEDICAL CARE PARTNERS, P.C.

                              By:            /s/
                                 ----------------------------------------------
                              Address:  950 Winter Street
                                        Waltham, MA  02154

 
                              PURCHASER:

                                             /s/ Jay Ungar M.D.
                              -------------------------------------------------
                              Jay Ungar, M.D.
                              Address:  11 Brookside Drive
                                        Longmeadow, MA  01106

                                      -14- 

Basic Info X:

Name: SHAREHOLDER DESIGNATION AND STOCK TRANSFER AGREEMENT
Type: Stock Transfer Agreement
Date: April 30, 1997
Company: PHYSICIANS QUALITY CARE INC
State: Delaware

Other info:

Date:

  • August 9 , 1996
  • August , 1996

Organization:

  • Restricted Stock and Stock Transfer Agreement
  • Record Title to Shares
  • Shareholder 's Period of Designation
  • Effect of Transfer
  • Election of Directors of MCP
  • All Other Matters
  • Board of Directors of MCP
  • 9.1 Period of Designation of Shareholder
  • Defense of Claim
  • Medical Care Partners
  • Shareholder Designation and Stock Transfer Agreement
  • Physicians Quality Care , Inc.
  • Securities and Exchange Commission
  • Board of Directors of the Company
  • United States Post Office
  • Commonwealth of Massachusetts
  • Brookside Drive Longmeadow

Location:

  • Delaware
  • United States
  • P.C.
  • Massachusetts
  • Waltham

Money:

  • $ 100
  • $ .0l

Person:

  • Jerilyn Asher
  • Jay Ungar