Exhibit 9.14

       LITIGATION

       MainStreet Healthcare Corporation v. Theodore K. Schock, D.O. and
       Cherylene T. Johnson, Civil Action File No. 98-0078, Superior
       Court of Walton County, Georgia.  Filed January 1998.  This is a
       suit to enforce a restrictive covenant.  Dr. Schock threatened to
       file a counterclaim for a claimed unpaid bonus.  This matter has
       been settled with MainStreet allowing Dr. Schock to practice
       within the restricted territory and with Dr. Schock forgiving
       MainStreet's remaining payments of $100,000.00 due under the
       Asset Purchase Agreement.

       Paul Brewer, individually and as Administrator of the Estate of
       Alma Joan Brewer v. Harold Holloway, D.O. and MainStreet
       Healthcare, Corp., Civil Action No. 97-VS-127611-A, State Court
       of Fulton County,  Georgia.  Filed in or about May 1997.  This a
       medical malpractice case arising from the treatment and death of
       Mrs. Brewer prior to the purchase of Dr. Holloway's practice.
       This liability was not assumed.  Plaintiff's counsel has
       indicated he will dismiss MainStreet.  If he fails to do so, we
       will file a motion to dismiss.

       Physician Sales and Services, Inc. v. MainStreet Healthcare,
       Inc., Civil Action No. 97-CV- 12575, Superior Court of DeKalb
       County, Georgia. Filed October/November 1997. This is a suit on
       account for supplies (although it is alleged that equipment was
       included) in the amount of $190,915.13. This amount is unsecured.
       The answer is due February 9, 1998 under an extension of time.
       MainStreet has been remitting $10,000.00 per month since November
       1997. MainStreet disputes the amount owed and has demanded an
       accounting. MainStreet does not believe that payments in the
       amount of $97,000.00 made in 1997 have been credited properly.
       MainStreet believes that part of the amount claimed can be
       attributed to amounts owed by a South Georgia practice prior to
       its acquisition by MainStreet.

       Kay Gillon-Martin v. MainStreet Healthcare Corporation, Civil
       Action No. 97-1383-5, Superior Court of DeKalb County, Georgia.
       Filed December 9, 1997.  This is a suit to collect a fee in the
       amount of $36,000.00 allegedly owed to Plaintiff for the
       recruitment of physicians.  MainStreet has filed an answer and
       denies that any amount is owed. MainStreet denies that it had an
       agreement with Plaintiff.


       Deborah K. Gilmore v. MainStreet Healthcare Corporation and A.
       Wayne Johnson, Case No. 97M057144, Magistrate Court of DeKalb
       County, Georgia. Filed September 30, 1997. This suit has been
       settled and a dismissal with prejudice will be filed soon by the
       Plaintiff.

       Pro-Scribe Services, L.L.C. v. MainStreet Healthcare Corporation,
       Civil Action File No. 97SCV853, State Court of Lowndes County,
       Georgia. Filed October 10, 1997.  This suit has been settled and
       a dismissal with prejudice was filed in November, 1997.














                        Exhibit 9.14 (Continued)


       Georgia Power Federal Credit Union, Plaintiff v. Patricia
       Oakenson, Defendant,/MainStreet Healthcare Corporation,
       Garnishee, Case No. 98G67092, State Court of DeKalb County,
       Georgia.  Filed January 15, 1998.  This is a garnishment action
       of a former employee's wages.  An answer indicating such will be
       filed.

       Aalar, Ltd. d/b/a Atlanta Rent-a-Car v. Joseph Harris, Sr. v.
       MainStreet Healthcare, Garnishee, Civil Action File No.
       97G-63191, State Court of DeKalb County, Georgia. Judgment
       against garnishee entered April 7, 1997.  Judgment satisfied.

       Aalar, Ltd. d/b/a Atlanta Rent-a-Car v. MainStreet Healthcare
       Corporation v. NationsBank, N.A., Garnishee, Case No.
       97VX0031484AA, State Court of Fulton County, Georgia. This
       garnishment has been paid and satisfied in full.


       CLAIMS

       Karmeletta Oppenheimer; Ms. Oppenheimer has made demand for
       damages arising from an alleged breach of confidentiality, among
       other additional related claims.  No suit has been filed.

       Tracey Hunter; Ms. Hunter made a claim of sexual harassment and
       hostile work environment against MainStreet Healthcare
       Corporation and Harold Holloway, D.O. This claim has been
       resolved.

       L. Lanier Allen, M.D.; Dr. Allen's claims concern the termination
       of the Asset Purchase Agreement, the Employment Agreement and all
       other agreements between him and MainStreet Healthcare
       Corporation. Dr. Allen owns 8000 shares of Class A stock in
       MainStreet Healthcare Corporation. A settlement has been proposed
       that would require MainStreet to return all of the assets and pay
       Dr. Allen $20,000.00, and Dr. Allen to return all of the stock.
       The settlement has been consummated except the transfer of the
       8,000 shares to MainStreet and the tender of $20,000 to Allen.

       Gary Klein, M.D.;  This is a dispute concerning the termination
       of Dr. Klein's Employment Agreement.

       Imperial Capital Corporation f/k/a/ Avco Leasing Services, Inc.;
       This is a claim to certain computer equipment originally leased
       by Gwinnett Family Medicine, P.C. and Dr. David J. Ellis.
       MainStreet did not assume the lease(s) in question.

       Durr Medical Corporation; This is a claim on account for
       $23,023.73. Payments have been made on a semi-regular basis.










                        Exhibit 9.14 (Continued)

       Frank T. Corker; This is a claim against MainStreet for default
       of the Asset Purchase Agreement in the amount of $25,000.00. An
       additional, and final, payment of $25,000.00 is due August 1998.

       Dennis R. Thomas, M.D.; Dr. Thomas previously sold his practice
       to MainStreet Healthcare Corporation.  The arrangement was
       terminated and certain assets have been transferred to Dr. Thomas
       (See Exhibit 9.11.3).  Dr. Thomas still is owed $20,000.00 by
       MainStreet, at which time he will tender his 20,000 shares of
       Class A common stock.