SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
<PAGE>   2
Page Two
AmSurg Corp.
December 31, 1996

general accounting records for the AmSurg corporate operations, (3) preparing
consolidated AmSurg financial statements and (4) preparing the AmSurg corporate
tax returns. It does not include additional outside professional fees needed to
review the tax returns or for consultation with outside accounting and tax
advisors on specific issues and questions and also does not include the cost of
AmSurg's annual independent audit. The administrative, accounting and financial
services fees shall be payable in equal monthly payments, in arrears, on the
twentieth (20th) day of the following month. This agreement will terminate upon
the earlier of (i) the mutual agreement of the parties, (ii) the date when the
stock of AmSurg begins to trade as a separate public company, or (iii) December
31, 1997.

         Please indicate your agreement to the terms outlined above by executing
this letter in the space provided below.


                                        AMERICAN HEALTHCORP, INC.

Agreed and accepted this ____
day of January, 1997: