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                                                                   EXHIBIT 10.13


                                 PROMISSORY NOTE

$775,000.00                                                    September 1, 1996
                                                           Cookeville, Tennessee

         FOR VALUE RECEIVED, David N. Birman, M.D., a Tennessee resident
("Maker"), promises to pay to Birman Managed Care, Inc., a Tennessee corporation
("Payee"), at such place as Payee from time to time may designate in writing to
Maker, the principal sum of Seven Hundred Seventy-Five Thousand ($775,000.00).
The principal balance hereof shall bear interest at a rate (computed on the
basis of a 360-day year and actual days elapsed) equal to the rate of interest
announced or published publicly on the first day of each month from time to time
by American National Bank and Trust Company of Chicago as its prime or base rate
of interest, adjusting on the first day of each month. All amounts payable
hereunder shall be payable to Payee, at the option of Maker, in lawful currency
of the United States or in common stock of Payee owned by Maker and tendered by
Payee for redemption. The value of any common stock of Payee tendered by Maker
shall be determined based upon a price per share determined as follows: On or
prior to January 31, 1997, at a price per share equal to the initial public
offering price of the common stock registered by the Payee with the Securities
and Exchange Commission on Form SB-2; and after January 31, 1997, at a price per
share equal to 92% of the average closing bid price of the common stock as
reported by NASDAQ over the previous 20 consecutive trading days immediately
preceding the Payment Date (as hereinafter defined). 

         1. PAYMENTS. Subject to paragraph 2 below, interest on the principal
balance shall be due and payable in three (3) equal annual payments, payable on
the 31st day of August, commencing August 31, 1997 (the "Payment Date"). The
principal balance shall be due and payable in full on August 31, 1999.

         2. DEFAULT. If Maker shall fail to properly pay any sum due hereunder
when due, Maker shall thereupon be in default under the terms of this Promissory
Note.

         3. ACCELERATION AND OTHER REMEDIES. If Maker is in default under the
terms of this Promissory Note and if such default remains uncured for a period
of ten (10) days after receipt of written notice thereof to Maker, then the
entire then unpaid principal balance and interest hereof shall be immediately
due and payable without further act or notice by Payee.

         4. WAIVERS. Except as set forth herein, each of Maker and all other
parties now or hereafter liable for the payment hereof, whether as endorser,
guarantor, surety or otherwise, hereby waives diligence, demand, grace,
presentment for payment, protest and notice of protest and notice of extension.
No delay or omission on the part of Payee in exercising any right hereunder
shall constitute a waiver of any such right or of any other right hereunder. A
waiver on any one occasion shall not be construed to bar the exercise, or to
constitute a waiver of any such right on any future occasion.
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         5. APPLICABLE LAW. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TENNESSEE,
NOTWITHSTANDING ANY CONFLICT-OF-LAW RULES TO THE CONTRARY.

         6. PREPAYMENT. Maker may prepay all or any portion of the interest and
the unpaid principal balance of this Promissory Note at any time, or from time
to time, without penalty or premium. Any prepayment shall first be credited to
interest, and then to principal, in the inverse order of maturity.

         7. COLLECTION COSTS AND EXPENSES. If this Promissory Note shall be
placed in the hands of an attorney for collection, by suit or otherwise, then
Maker's obligations hereunder shall include the payment of all collection costs
and expenses incurred by Payee in connection therewith, including, without
limitation, reasonable attorneys' fees and costs.

         8. NOTICE. Any notice or other communication with respect to this
Promissory Note shall (a) be in writing; (b) be effective on the date of hand
delivery thereof to the party to whom directed, one day following the date of
deposit thereof with delivery charges prepaid, with a national overnight
delivery service, or three days following the date of deposit thereof with
postage prepaid, with the United States Postal Service, by regular first class,
certified or registered mail.

         EXECUTED as of the date first set forth above.

                                             By:
                                                --------------------------------
                                                David N. Birman, M.D.