EXHIBIT 10.8.1


                        AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment to Employment Agreement (the "Amendment") is entered into
this 2nd day of December, 1997 by and between Specialty Care Network, Inc.
("SCN") and David Hicks ("Executive").

     WHEREAS, Executive entered into an Employment Agreement, effective as of
March 1, 1998, with SCN pursuant to which Executive agreed to devote full time
to the business of the Company and to serve as a member of SCN's senior
management;

     WHEREAS, Executive and SCN acknowledge and agree that it is in the best
interest of the parties to describe more accurately the duties and reporting
relationships in view of the organizational structure at SCN.

     NOW, THEREFORE, AND INTENDING TO BE LEGALLY BOUND HEREBY, the parties
hereby agree as follows:

     1. Section 2.2 of the aforementioned Employment Agreement is hereby amended
to state as follows:

     Duties. During the Term of the Employment Agreement, the Executive shall
     devote substantially all of his time and attention and best efforts to the
     Company's affairs. Specifically, the Executive shall have authority and
     responsibility, commensurate with and customary for the person holding the
     office and position for which the Executive has contracted in the
     Employment Agreement, with respect to the day to day operations and long
     term management of the Company, as well as implementation of the long range
     growth strategy of the Company, consistent with directions from the Board
     of Directors or the Chief Executive Officer. The Executive acknowledges
     that his title and position, as well as his actual responsibilities, may be
     modified by the Company to reflect changes in the nature, scope and
     direction of the Company's business, provided that such modifications shall
     not substantially diminish Executive's level of responsibilities or stature
     within the Company. The Executive acknowledges and agrees further that all
     references herein to the Board of Directors and the Chief Executive Officer
     include those senior members of management who are delegated the
     responsibility for overseeing Executive's performance of his job
     responsibilities.






     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.

                                           SPECIALTY CARE NETWORK, INC.



                                           /s/ Kerry R. Hicks
                                           ------------------------------------
                                           BY: KERRY R. HICKS
                                               Chief Executive Officer



                                           EXECUTIVE



                                           /s/ David Hicks
                                           ------------------------------------