Exhibit 10.1




                        ADMINISTRATIVE SERVICES AGREEMENT
                           BETWEEN ALOHACARE, INC. AND
                              LIFEMARK CORPORATION


      This Agreement (the  "Agreement") is entered into this 7th day of October,
1999 by AlohaCare,  Inc.  ("AlohaCare"),  a Hawaii  nonprofit  corporation,  and
Lifemark Corporation ("Lifemark"), a Delaware corporation.

                                    RECITALS

      A. Lifemark has provided  administrative  services to AlohaCare since 1994
pursuant to an  Administrative  Services  Agreement  dated  January 1, 1994,  as
amended  (the "First ASA",  for the purpose of  AlohaCare  operating as a health
care plan in the State of Hawaii's QUEST program; and,

B.    The parties wish to enter into a new administrative services agreement.

Now therefore,  in consideration  of the mutual covenants set forth herein,  the
parties agree as follows:


1.0   TERM AND TERMINATION.

      1.1 This  Agreement  shall be  effective  as of  August  1, 1999 and shall
terminate on July 31, 2000, unless earlier terminated pursuant to provisions set
forth below.

      1.2 This  Agreement may be terminated at any time upon the written  mutual
consent of both parties.

      1.3 Either party may terminate this Agreement for a material  breach which
has not been  cured  within 30 days  from the date on which  one party  receives
written notice of a material breach by the other party; provided however, if the
material breach involves failure to pay  Administrative  Fees when due, the Cure
Period shall be 10 days,  except if AlohaCare  withholds payment during the cure
period  when  Lifemark  has  failed  in  a  material  way  to  provide   certain
administrative   services,   AlohaCare  may  withhold  only  a  portion  of  the
Administrative  Fee  proportionate to the amount of services alleged not to have
been delivered. Upon completion of cure, AlohaCare shall pay the amount withheld
within 5 days.

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      1.4 This Agreement shall be terminated in the event the existing  contract
or any  amendments  between DHS and AlohaCare are  terminated  for any reason or
AlohaCare's  participation in the Program is otherwise terminated, in which case
termination  shall  be  effective  as of the  termination  date  of  AlohaCare's
participation in the Program.

      1.5 This Agreement  shall be terminated  immediately  upon the filing of a
bankruptcy  petition  by either  party or upon the  failure  of either  party to
obtain any license, registration or approval required under state or federal law
that is material to the operation of AlohaCare.

      1.6 Upon termination of this Agreement,  Lifemark shall have the same duty
to cooperate as set forth in Section IV(C)(2) of the First ASA and to transition
those  administrative  services  for which it has  retained  responsibility  (as
further described in Section 6.0, below).  Such duty to cooperate shall include,
but not be limited to,  transferring all AlohaCare  financial records related to
the  administrative  services  provided pursuant to this Agreement and the First
ASA,  transmitting  all AlohaCare data in a readable  format,  and preparing and
transmitting  of HEDIS and QUEST  required  reports  due  during  the  reporting
periods prior to the termination date and the quarterly QUEST reports related to
the June 30, 2000 period end,  which are due August 15, 2000.  All other reports
shall  be the  responsibility  of  AlohaCare.  In  addition  to  the  foregoing,
following  the  termination  date,  Lifemark  will  provide  up to 50  hours  of
consulting on the following projects:

1.6.1     The RFA dispute with QUEST

1.6.2     The University  Health  Care  Associates  contract issues
1.6.3.    The litigation involving Vision Service Plan
1.6.4     The dispute  involving  Dr. Yuen
1.6.5     The WCCHC claims reconciliation
1.6.6     The University OB/GYN claims reconciliation


2.0 SERVICES.  Lifemark shall provide to AlohaCare all  administrative  services
described in the First ASA (a copy of which is attached  hereto as Attachment A;
all terms used in this Agreement  shall be defined as set forth in the First ASA
unless  otherwise  defined  herein) (the "Full  Services")  as of August 1, 1999
until the earlier of (a) July 31, 2000 or (b) the  Transfer  Date (as defined in
Paragraph  4 hereof) in the same  fashion and to the same extent as set forth in
the  First  ASA.  The  Full  Services  do not  include  consulting  services  in
connection  with  AlohaCare's  self  management,  preparation of a response to a
Request For Proposal from the State of Hawaii, or any other matter not described
in the First ASA. The time period referenced in the preceding  sentence shall be
known as the "Full  Service  Period."  The  period  beginning  the day after the
Transfer Date and ending July 31, 2000,  shall be known as the "Partial  Service
Period,"  during which  Partial  Services  (as defined in Paragraph  6.0 hereof)
shall be provided by Lifemark to AlohaCare.  In addition, if the Aged, Blind and
Disabled  population is added to AlohaCare's  membership pursuant to AlohaCare's
QUEST contract  during the Full Service  Period,  then Lifemark will provide the
same  administrative  services for these new members as it does for  AlohaCare's
existing members at the time that such new members are added.

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<PAGE>

3.0 PAYMENT FOR FULL SERVICES.  During the Full Service Period,  AlohaCare shall
pay to  Lifemark  a fee for the Full  Services  (the "Full  Service  Fee") in an
amount equal to [x]* of the capitation  paid to AlohaCare by the State of Hawaii
each month.  AlohaCare  agrees to pay to Lifemark [x]* of (i) payments,  if any,
denominated  as  Risk  Factor  Adjustment  ("RFA")  payments;  (ii)  payment  to
AlohaCare of amounts attributable to RFA withheld from monthly capitation during
the Full Service  Period(but not during periods before or after the Full Service
Period);  and (iii) payments to AlohaCare  resulting from a recalculation of RFA
pertaining to the Full Service Period, within 5 days of receipt of such payments
from the State of Hawaii for months during the Full Service  Period,  regardless
of when such  monies  are  finally  paid.  In the event that the State of Hawaii
requires   AlohaCare  to  repay  monies  based  upon  (i)  a  reconciliation  of
AlohaCare's enrollment during the term of this Agreement; or(ii) a recalculation
of the RFA  pertaining to the Full Service  Period (but not to periods before or
after the Full Service Period then Lifemark shall remit within 5 days receipt of
notice from AlohaCare(which shall include a full explanation of the basis of the
adjustment  and the  documentation  from the State of Hawaii  pertaining  to the
adjustment) [x]* of such amount due the State of Hawaii  regardless of when such
adverse adjustment is made. Upon request of Lifemark, AlohaCare shall respond to
Lifemark's request for an accounting of all capitation and RFA payments received
from the  State of Hawaii or for  other  pertinent  documents  from the State of
Hawaii.  Payment of the Full  Service  Fee shall be made  before the 10th day of
each month during the Full Service Period.


4.0 PARTIAL  PREPAYMENT OF THE FULL SERVICE FEE.  Immediately  upon execution of
the Agreement and as an absolute condition to Lifemark performing any obligation
hereunder,  AlohaCare shall pay Lifemark [$x]* (the "Advanced  Payment") by wire
transfer as a partial  prepayment of the Full Service Fee.  Lifemark shall repay
to AlohaCare the Advanced Payment, plus annual compounded interest of [x]*, less
[x]* which represents the parties' reasonable estimate of what Lifemark's share
of the RFA would be,

*CONFIDENTIAL TREATMENT REQUESTED

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in full within 5 days of the termination date of this Agreement except for sums,
if any,  previously  and  properly  deducted  by  Lifemark.  Lifemark  shall pay
AlohaCare the difference  between the holdback  amount and the actual payment of
its RFA share within 5 days of payment of its RFA share. If Lifemark's  share of
the RFA exceeds the holdback  amount,  AlohaCare  shall pay to Lifemark within 5
days of payment of the RFA the difference  between the holdback  amount and [x]*
of the RFA.


5.0   EVENTS OCCURRING ON THE TRANSFER DATE OR UPON TERMINATION.

      5.1 DEFINITION OF "TRANSFER  DATE". The "Transfer Date" is the termination
date or the day that AlohaCare takes all of the following actions: (i) hires the
Lifemark employees  described in Paragraph 5.2 hereof; (ii) purchases the assets
described in Paragraph 5.3 hereof;  and (iii) assumes the leases,  contracts and
obligations  described in Paragraph  5.4 hereof.  The Transfer  Date shall occur
only on the first day of the month  except in the event that this  Agreement  is
terminated  pursuant to Paragraph 1.0,  above,  in which event the Transfer Date
shall be the same day as the day on which the Agreement is  terminated  pursuant
to Paragraph 1.0, above.  AlohaCare agrees to take the foregoing actions only on
a single day and shall not endeavor to accomplish  less than all of such actions
on days other than a single Transfer Date.

      5.2 TRANSFER OF  EMPLOYEES.  On the earlier of the Transfer Date or on the
date this  Agreement is terminated  pursuant to Paragraph  1.0 hereof,  Lifemark
will  terminate the employment of each of its employees in Hawaii (except on the
Transfer Date, Lifemark will not terminate its Technical Support Coordinator and
AlohaCare  agrees to hire such  employee  on the  termination  date,  subject to
satisfactory  performance as determined by AlohaCare in its sole discretion) and
AlohaCare  will hire such  employees  as it chooses  as of such  date;  provided
however that  AlohaCare will give Lifemark 15 business days notice of its intent
not to hire a current Lifemark employee.  AlohaCare hereby indemnifies  Lifemark
against  all  liability  arising out of or related to claims made by an employee
arising after the Transfer Date or the termination  date, as the case may be, in
connection with his or her employment by AlohaCare.  Lifemark hereby indemnifies
AlohaCare  against all liability  arising out of or related to claims made by an
employee  arising before the Transfer Date or the termination  date, as the case
may be, in  connection  with his or her  employment  by Lifemark.  AlohaCare and
Lifemark  shall  cooperate  with each other with  respect to the transfer of the
employees  and  neither  shall take any  action  with  respect to such  transfer
without the other's prior consent.

     *CONFIDENTIAL TREATMENT REQUESTED.

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5.3 PURCHASE OF LIFEMARK ASSETS. On the earlier of the Transfer Date or the date
this Agreement is terminated pursuant to Paragraph 1.0 hereof,  AlohaCare shall,
at Net Book Value, purchase,  except for the assets described below, every asset
used by Lifemark in AlohaCare's offices or operations as of such date, including
but not  limited  to all  office  equipment  and  supplies,  computer  hardware,
telephone systems, furniture,  fixtures, leasehold improvements, and all prepaid
items listed in Attachment B, at the value set forth on Lifemark's  most current
balance sheet as of November 1, 1999 (the  contemplated  Transfer  Date) or such
other  Transfer  Date  or the  date  this  Agreement  is  terminated.  AlohaCare
acknowledges  that it is purchasing these assets "as is" and without warranty of
any kind from Lifemark as to the condition,  life  expectancy or utility of such
assets; provided however, that all computers are warranted to properly recognize
and process dates after  December 31, 1999.  Any computer sold to AlohaCare that
does not properly  recognized  and process dates after December 31, 1999 will be
deemed to have no net book value.  AlohaCare may not purchase the Sun Sparc 1000
server  and the  accompanying  tape  drive,  which  Lifemark  will  remove  from
AlohaCare's offices after July 31, 2000.

      5.4 ASSUMPTION OF LIFEMARK LEASES,  CONTRACTS AND HAWAII BASED OPERATIONAL
EXPENSES.  On the earlier of the  Transfer  Date or the date this  Agreement  is
terminated  pursuant to Paragraph  1.0 hereof,  AlohaCare  shall assume all real
property,  personal  property and equipment  leases as set forth on Attachment C
hereto and hereby indemnifies  Lifemark against all liability arising out of any
such  agreements  after the Transfer Date related to an event which occurs after
the Transfer Date.

6.0 POST-TRANSFER  DATE SERVICES.  During the period following the Transfer Date
until July 31, 2000 (the  "Partial  Service  Period"),  Lifemark  shall  provide
administrative  services  to  AlohaCare  (the  "Partial  Services")  in the same
fashion pursuant to the First ASA including, but not limited to,:

      6.1 PLAN FINANCE  SERVICES.  Plan  Finance  Services  include  third party
recovery services,  reinsurance filings, monthly, quarterly and annual financial
reporting,  regulatory  reporting  to  Department  of  Health  Services  and the
Department  of  Insurance,  risk  pool  reporting,  claim lag  reports,  medical
payables  functions,  including  capitation  and claims  payment (but not claims
processing),  cash management and  maintenance of bank and investment  accounts.
Plan  Finance  Services  during  the  Partial  Service  Period  do  not  include
non-medical related accounts payable, payroll services, human resources services
and employee benefits services

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      6.2  INFORMATION  SYSTEM  SERVICES.  Lifemark  shall  provide  information
systems  services,  including  support and  maintenance  services,  to AlohaCare
through the software system Managed Care One in the same fashion and to the same
extent  as  during  the  term of the  First  ASA.  Lifemark  agrees  to make all
necessary  alterations or upgrades to Managed Care One to allow AlohaCare (i) to
provide covered  services to service (to the same extent and in the same fashion
as if such members  were added during the term of the First ASA) aged,  blind or
disabled  members that are added to  AlohaCare's  membership  during the term of
this Agreement and (ii) to comply with its QUEST  contract;  provided,  however,
that, in the event that  substantial  changes are required to Managed Care One's
systems  reporting  capability,  Lifemark  shall  discuss  with QUEST  officials
alternative means of providing the same information.

      6.3  CREDENTIALING.  Lifemark  shall  provide  credentialing  services  to
AlohaCare  in the same  fashion and to the same extent as during the term of the
First ASA provided,  however,  that Lifemark shall assist AlohaCare in complying
with the  corrective  action plan set forth in the letter  from QUEST  officials
listing deficiencies in AlohaCare's credentialing procedures in place as of July
1, 1999.

      6.4   SPECIAL   PROJECTS.   Lifemark   shall   continue   to  provide  all
administrative services necessary in order to complete certains pecial projects,
which  commenced  prior  to  the  expiration  of the  First  ASA,  prior  to the
termination of this Agreement on July 31, 2000. Such special projects are listed
in Attachment D.  Notwithstanding the foregoing,  if such special project(s) can
not be completed prior to July 31, 2000, then Lifemark shall continue to provide
administrative services to complete projects pursuant to Section 1.6, above.

      6.5 EXCLUSIONS FROM PARTIAL SERVICES. The following services, all of which
are included in Full  Services,  are  excluded  from  Partial  Services:  claims
processing and auditing  functions  performed in Hawaii on the effective date of
this Agreement, complaint or grievance coordination, utilization review, quality
management,   medical  management,   member  services,   provider  services  and
contracting (except the financial analysis necessary for such activities), human
resources,   benefits   administration,   insurance   administration   services,
consulting  services relating to the transition to self management,  preparation
of a response  to a Request  for  Proposal  issued by the State of  Hawaii,  all
accounting  functions,  including  administrative  accounts  payable and payroll
services.  Administrative  services not  enumerated in this Section 6.5 shall be
provided by Lifemark if such services had  previously  been  provided  routinely
under the First ASA.

      6.  SOFTWARE  LICENSES.  After the  Transfer  Date  until  July 31,  2000,
Lifemark will allow AlohaCare to use the licenses presently in place in personal
computers  that  were in the  AlohaCare  office as of July 31,  1999.  AlohaCare
agrees that after July 31, 2000 it will have  purchased all  necessary  licenses
from all applicable software vendors and will not rely on Lifemark's licenses.

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7.0  PAYMENT  FOR PARTIAL  SERVICES.  During  each month of the Partial  Service
Period,  AlohaCare  shall pay  Lifemark an amount  equal to the Full Service Fee
less the amount  agreed to by the parties as further  described in Attachment E.
The Partial  Service Fee shall be paid before the 10th day of each month  during
the Partial  Service  Period.  AlohaCare  agrees to pay to  Lifemark  [x]* of(i)
payments,  if any, denominated as Risk Factor Adjustment ("RFA") payments;  (ii)
payment to AlohaCare of amounts withheld from monthly capitation attributable to
RFA during the Partial  Service  Period (but not during  periods before the Full
Service Period);  and (iii) payments to AlohaCare resulting from a recalculation
of RFA pertaining to the Partial  Service  Period of all previously  unpaid RFA,
within 5 days of  receipt  of such  monies  from the State of Hawaii  for months
during the Partial Service Period,  regardless of when payment is actually made.
In addition,  during the Partial Service Period, Lifemark shall remit payment to
AlohaCare for monies owed to the State of Hawaii as described in Paragraph  3.0,
above.

8.0  FAILURE TO PAY FEES.  If  AlohaCare  fails to pay any amount due  hereunder
(except as permitted in Paragraph 1.3,  hereof)within 10 days of notification of
such failure, Lifemark may terminate this Agreement, immediately cease providing
any services to AlohaCare and without  further  notice  terminate all electronic
connection with AlohaCare.

9.0  CONSULTING  SERVICES.  AlohaCare  shall  pay  Lifemark  an  hourly  fee for
administrative,  technological  or consulting  services  beyond the scope of the
services  provided  pursuant  to  Paragraphs  1.6  and  2.0  above.  The  hourly
consulting  fees for various  Lifemark  personnel  are set forth on Attachment F
hereto.  To obtain consulting  services,  AlohaCare must submit to an authorized
officer  of  Lifemark  a written  request  describing  the  services  requested.
Lifemark will bill AlohaCare on a monthly basis for tasks completed  during that
month and  AlohaCare  agrees  to pay such  invoices  within 30 days of  receipt.
Lifemark  will  cease  providing  all  consulting  services  immediately  upon a
consulting invoice not being paid.

10.0  MUTUAL RELEASE.

     10.1  ALOHACARE  RELEASE  OF  LIFEMARK.  AlohaCare  releases  Lifemark, and
     its officers, directors, employees, agents and attorneys, and holds each of
     them harmless from all liability whatsoever arising out of losses,  claims,
     litigation, amounts

*CONFIDENTIAL TREATMENT REQUESTED.
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     paid in settlement, judgments  or  other  liabilities,  including expenses,
     costs  and  attorneys'  fees  (regardless  of  whether they are incurred in
     investigation,  settlement  or  litigation), relating to (i) claims made by
     the State of  Hawaii  requiring  AlohaCare to return monies to the State or
     pay fines or penalties for any reason, including an  alleged miscalculation
     of the RFA; or (ii)  alleged  overpayments  to, or other losses incurred in
     connection with  the  contract  with,  University  Health  Care Associates.
     Notwithstanding  the foregoing, during the term of this Agreement, Lifemark
     shall assist AlohaCare  in  the ongoing negotiations  with QUEST  officials
     regarding  the  calculation  of  RFA  during  the  first two QUEST contract
     periods  as  well  as  assist  in any litigation  pertaining to RFA without
     additional compensation.

     10.2  LIFEMARK RELEASE OF ALOHACARE.  Lifemark releases AlohaCare  and  its
     officers,  directors,  employees,  agents  and attorneys, and holds each of
     them  harmless from  all  liability   whatsoever  arising  out  of  losses,
     claims,   litigation,   amounts   paid  in  settlement, judgments or  other
     liabilities, including  expenses, costs and attorneys' fees  (regardless of
     whether  they  are incurred in  investigation,  settlement or  litigation),
     relating  to  any  matter arising prior to July 31, 1999; provided however,
     nothing in Lifemark's release of AlohaCare shall  be construed  to  relieve
     AlohaCare from the obligation to pay all amounts due under this Agreement.

11.0 PAYMENT FOR PREPARATION OF RFP RESPONSE. Immediately upon execution of this
Agreement,   as  an  absolute  condition  to  Lifemark  performing  any  of  its
obligations hereunder, AlohaCare shall pay to Lifemark [x]* by wire transfer as
payment in full for Lifemark's preparation,  on AlohaCare's behalf, the response
to the State of Hawaii's Request For Proposal during 1998-9.

12.0  MISCELLANEOUS.

      12.1  CONFIDENTIALITY.  AlohaCare and Lifemark agree to incorporate herein
by reference the terms and conditions regarding  confidentiality as set forth in
Section V(B) of the First ASA.

      12.2  RELATIONSHIP OF THE PARTIES.  In the performance of the work, duties
and obligations of the parties pursuant to this Agreement,  the parties shall at
all times, be acting and performing as independent contractors.  No relationship
of employer  and  employee,  or  partners  or joint  ventures is created by this
Agreement,  and neither  party may  therefore  make any claim  against the other
party for social security benefits, workers' compensation benefits, unemployment
insurance  benefits,  vacation pay, sick leave or any other employee  benefit of
any kind. In

*CONFIDENTIAL TREATMENT REQUESTED.
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addition,  neither  party  shall  have any power or  authority  to act for or on
behalf of, or to bind the other except as herein expressly granted, and no other
or greater  power or authority  shall be implied by the grant or denial of power
or authority specifically mentioned herein.

      12.3  ASSIGNMENT/SUBCONTRACTING.  Neither  party  shall  have the right to
assign,  delegate  or  subcontract  any of its rights or  obligations  hereunder
without the prior written  consent of the other party;  provided  however,  that
AlohaCare shall have the right to delegate and/or to subcontract with respect to
those administrative  service  responsibilities which it assumes on the Transfer
Date.

      12.4  NOTICES.  Except  as set  forth  herein,  all  notices  required  or
permitted to be given hereunder, shall be in writing and shall be sent by United
States mail, certified or registered, return receipt requested, postage prepaid,
to the parties hereto at their  respective  addresses set forth on the signature
page  hereto,  or such  other  address  as may be fixed in  accordance  with the
provisions hereof.  Except as set forth herein, if mailed in accordance with the
provisions of this  paragraph,  such notice shall be deemed to be received three
(3) business days after mailing.

      12.5 HEADINGS.  The headings of the various sections of this Agreement are
inserted  merely  for the  purpose of  convenience  and do not  expressly  or by
implication  limit,  define or  extend  the  specific  terms of the  section  so
designated.

      12.6 WAIVER OF BREACH. The waiver by either party of a breach or violation
of any provision of this Agreement  shall not operate as, nor be construed to be
a waiver of any subsequent breach thereof.

      12.7  APPLICABLE LAW.  This Agreement shall be governed in all respects
by the laws of the State of Hawaii.

      12.8  INVALID  PROVISIONS.  If,  for any  reason,  any  provision  of this
Agreement  is or  shall  be  hereafter  determined  by law,  act,  decision,  or
regulation  of a duly  constituted  body  or  authority,  to be in  any  respect
invalid,  such  determination  shall  not  nullify  any of the  other  terms and
provisions of this Agreement and, unless  otherwise  agreed to in writing by the
parties,  then,  in  order  to  prevent  the  invalidity  of such  provision  or
provisions of this Agreement,  the said provision or provisions  shall be deemed
automatically amended in such respect as may be necessary to conform this entire
Agreement with such applicable law, act, decision, rule or regulation.

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      12.9 NO  THIRD-PARTY  BENEFICIARY.  This  Agreement is entered into by and
between  AlohaCare  and  Lifemark and for their  benefit.  There is no intent by
either party to create or establish third-party  beneficiary status or rights or
their equivalent in any Member, subcontractor, or other third party, and no such
third  party  shall  have any right to  enforce  any right or enjoy any  benefit
created or  established  under this  Agreement.  Notwithstanding  the foregoing,
Lifemark  assents to, and waives all claims,  whether  against  AlohaCare or any
other  party,  arising  from or  related  to:  (i) the  hiring of its  Executive
Director, John McComas by AlohaCare;  (ii) Mr. McComas' advice and assistance to
AlohaCare  in  negotiation  of this  Agreement;  and,  (iii) the  release of Mr.
McComas from his fiduciary obligations to Lifemark,  which impede his ability to
act on behalf of AlohaCare.

      12.10  ARBITRATION.  In the  event  that  any  dispute  relating  to  this
Agreement including,  but not limited to, any dispute arising from or related to
Lifemark's  provision of  administrative  services  arises between  Lifemark and
AlohaCare,  the dispute shall be resolved by binding  arbitration  in accordance
with  the  Rules  of  Commercial   Arbitration   of  the  American   Arbitration
Association.  In no event may the  arbitration  be initiated  more than one year
after the date one party first gave  written  notice of the dispute to the other
party.  The  arbitration  shall be held in  Honolulu,  Hawaii  or in such  other
location as the parties may mutually agree upon.  The  arbitrator  shall have no
power to award punitive or exemplary damages or vary the terms of this Agreement
and shall be bound by controlling law.

      12.11  REVIEW AND AUDIT.  Lifemark  will at all times make  available  for
review  and  audit  by  either  AlohaCare  or its  designee  its  files,  books,
procedures and records  (including  computer terminal access to same) pertaining
to AlohaCare  or the  services  provided by Lifemark  under this  Agreement.  In
addition,  Lifemark  shall make  available for interview  with the auditor those
personnel  with  material  involvement  or  responsibility  with  respect to the
services provided by Lifemark under this Agreement.

      12.12 ENTIRE AGREEMENT;  AMENDMENT. This Agreement and all exhibits hereto
shall  constitute  the entire  agreement  relating to the subject  matter hereof
between the parties  hereto,  and  supersedes all other  agreements,  written or
oral,  relating  to the  subject  matter  hereof  except as to those  referenced
herein.  This  Agreement  may be amended  by mutual  agreement  of the  parties,
provided that such amendment is reduced to writing and signed by both parties.

      12.13  EXHIBITS.  Any exhibits  attached to this Agreement are an integral
part of this Agreement and are incorporated herein by reference.

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      12.14 REPRESENTATION ON BOARD OF DIRECTORS.  On the effective date of this
Agreement, the current Director who is employed by Lifemark shall resign. At the
next regularly scheduled meeting of the Board of Directors, the Board shall take
all action necessary for the appointment of a Lifemark  representative  as an ex
officio (nonvoting) member of the Board of Directors.  Lifemark shall choose the
individual to be appointed.  Upon  termination of this Agreement with or without
cause,  such Lifemark Director shall resign within five (5) business days of the
giving or receipt of notice of such termination.

IN WITNESS WHEREOF, the undersigned parties, through their officers who have the
authority to execute this Agreement,  have executed this Agreement  intending to
be bound thereby.




                                          AlohaCare, Inc.
                                          1357 Kapiolani Boulevard
                                          Suite 1250
                                          Honolulu, Hawaii 96814

                                          By:  /s/ KAWAHINE KAMAKEA-OHELO
                                               --------------------------

                                          Its: President
                                               --------------------------


                                          Lifemark Corporation
                                          7600 North Sixteenth Street
                                          Suite 150
                                          Phoenix, Arizona 85020

                                          By:  /s/ RHONDA BREDE
                                               ---------------------------

                                          Its: President
                                               ---------------------------



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