SILVER KEY MINING COMPANY, INC.

                              A Nevada Corporation



                          REGISTRATION RIGHTS AGREEMENT



         THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 22, 2002 (the

"Agreement"), is entered into by and among Silver Key Mining Company, Inc., a

Nevada corporation (the "Company"), and the holders (the "Investors") of the

Company's capital stock and Warrants set forth on the signature page hereof.

Capitalized terms not defined herein shall have the meanings ascribed to them in

the Securities Purchase Agreement (as hereinafter defined).



         WHEREAS, heretofore, Healthcare Quality Systems, Inc., a Florida

corporation wholly owned by Company entered into and consummated Merger

Agreement with Provider Acquisition, LLC ("PAL") pursuant to which the Investors

exchanged all their membership interests in PAL for 1,915,842 shares of the

Company's Common Stock (the "Merger"); and



         WHEREAS, simultaneously with the execution and delivery of this

Agreement, the Investors are agreeing to purchase from the Company, pursuant to

the Securities Purchase Agreement dated as of October 16, 2002 among the

Company, certain of its stockholders and Stanford Venture Capital Holdings,

Inc., a Delaware corporation (the "Securities Purchase Agreement") 1,880,342

shares of the Series A Preferred Stock and the Warrants; and



         WHEREAS, the Company desires to grant to the Investors the registration

rights set forth herein with respect to the shares of Common Stock issuable upon

conversion of the Series A Preferred Stock (the "Conversion Shares"), the shares

of Common Stock issuable as a result of the Merger (the "Merger Shares"), the

shares of Common Stock issuable upon exercise of the Warrants (the "Warrant

Shares"), the shares of Common Stock issuable upon the exercise of the warrants

issuable in the event of a registration default pursuant to Section 4(e) (the

"Default Warrant Shares"), the 500,000 shares of Common Stock registered in the

name of Deluxe Investment Company. and held in escrow under an Escrow Agreement

of even date herewith among the Company, Stanford Venture Capital Holdings, Inc.

and Boylan, Brown, Vigdor & Wilson LLP, as escrow agent (the "Escrow Shares")

and the shares of Common Stock issued as a dividend or other distribution with

respect to the Conversion Shares, Merger Shares, Warrant Shares, Escrow Shares

or Default Warrant Shares (the "Distribution Shares") (all the shares of the

Series A Preferred Stock, the Conversion Shares, the Merger Shares, the Warrant

Shares, the Default Warrant Shares, the Escrow Shares and the Distribution

Shares, collectively and interchangeably, are referred to herein as the

"Securities").



         NOW, THEREFORE, the parties hereto mutually agree as follows:



         1. CERTAIN DEFINITIONS



         As used herein the term "Registrable Security" means the Conversion

Shares, Warrant Shares, Merger Shares, Default Warrant Shares and the

Distribution Shares, until (i) the Registration Statement (as defined below) has



<PAGE>

been declared effective by the Securities and Exchange Commission (the

"Commission"), and all Securities have been disposed of pursuant to the

Registration Statement, (ii) all Securities have been sold under circumstances

under which all of the applicable conditions of Rule 144 ("Rule 144") (or any

similar provision then in force) under the Securities Act of 1933, as amended

(the "Securities Act") are met, or (iii) such time as, in the opinion of counsel

to the Company reasonably satisfactory to the Investors and upon delivery to the

Investors of such executed opinion, all Securities may be sold without any time,

volume or manner limitations pursuant to Rule 144 (or any similar provision then

in effect). In the event of any merger, reorganization, consolidation,

recapitalization or other change in corporate structure affecting the Common

Stock, such adjustment shall be deemed to be made in the definition of

"Registrable Security" as is appropriate in order to prevent any dilution or

enlargement of the rights granted pursuant to this Agreement. As used herein the

term "Holder" means any Person owning or having the right to acquire Registrable

Securities or any assignee thereof in accordance with Section 10 hereof. As used

herein "Trading Day" shall mean any business day on which the market on which

the Common Stock trades is open for business.



         2. RESTRICTIONS ON TRANSFER



         Each of the Investors acknowledges and understands that prior to the

registration of the Securities as provided herein, the Securities are

"restricted securities" as defined in Rule 144. Each of the Investors

understands that no disposition or transfer of the Securities may be made by any

of the Investors in the absence of (i) an opinion of counsel to such Investor,

in form and substance reasonably satisfactory to the Company, that such transfer

may be made without registration under the Securities Act or (ii) such

registration.



         3. COMPLIANCE WITH REPORTING REQUIREMENTS



         With a view to making available to the Investors the benefits of Rule

144 or any other similar rule or regulation of the Commission that may at any

time permit the holders of the Securities to sell securities of the Company to

the public pursuant to Rule 144, the Company agrees to:



            (a) comply with the provisions of paragraph (c)(1) of Rule 144;



            (b) file with the Commission in a timely manner all reports and

other documents required to be filed with the Commission pursuant to Section 13

or 15(d) under the Securities Exchange Act of 1934 (the "Exchange Act") by

companies subject to either of such sections, irrespective of whether the

Company is then subject to such reporting requirements; and



            (c) Upon request by any Holder or the Company's transfer agent, the

Company shall provide an opinion of counsel, which opinion shall be reasonably

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