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                                                                   Exhibit 10.16
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                                 SERVICES AGREEMENT

     Services Agreement (the "Agreement") dated August 30, 1996, between
Physicians Quality Care, Inc., a Delaware corporation ("PQC"), with its
principal offices located at 950 Winter Street, Waltham, Massachusetts and
Medical Care Partners, P.C., a Massachusetts professional corporation ("MCP"),
with its principal offices located at 950 Winter Street, Waltham, Massachusetts.

     Whereas MCP engages in the provision of medical and surgical services
through its physicians and has agreed to provide certain services to such
physicians in connection with its employment of physicians pursuant to MCP's
General Terms and Conditions of Physician Employment in effect as of the date
hereof (the "Terms and Conditions"); and

     Whereas, MCP wishes to retain PQC to provide certain of such services on
MCP's behalf and PQC wishes to provide such services;

     Now, therefore, MCP and PQC hereby agree as hereinafter provided.

     1.  Terms defined in the Terms and Conditions and not otherwise defined
herein shall be used herein with the meanings so defined.

     2.  MCP hereby appoints and engages PQC to provide the services
contemplated by Article II of the General Terms and Conditions of Member
Physician Employment and PQC accepts such appointment and engagement on and
subject to the terms and conditions set forth in this Agreement.

     3.  In consideration for the services to be provided by PQC pursuant to
Section 2, MCP hereby assigns to PQC all amounts allocated to MCP, including
without limitation Stage One Gross Margins, Stage Two Gross Margins, Stage Three
Gross Margins and IHS Profits, pursuant to Article VII of the Terms and
Conditions.

     4.  PQC shall review the payables of MCP and shall cause payment thereof to
be made out of the funds of MCP.  All Operating Revenues and IHS Revenues shall
be deposited in a bank account maintained in the name of and owned by MCP with a
banking institution selected by PQC and approved by MCP, (the "Account") but
managed solely by PQC in accordance with the terms of this Agreement.  A
representative of PQC shall be the authorized signatory for the Account.  The
Shareholder of MCP shall also be, and MCP hereby appoints the Shareholder as, an
authorized signatory for the Account.  MCP covenants that it will not permit any
funds to be withdrawn from the Account except as authorized by PQC.  In addition
to billing, collecting and payment services, PQC shall manage the cash and cash
equivalents of MCP.
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     5.  MCP hereby exclusively authorizes PQC to take the following actions for
and on behalf of and in the name of MCP throughout the term of this Agreement
and thereafter in accordance with Section 7:

          (a) bill, in MCP's name, under its provider number when obtained and
          on its behalf, and until such time as MCP has obtained its provider
          number, bill, in the Physicians= names under their respective provider
          numbers and on their behalf, all claims (including co-payments due
          from patients) for reimbursement or indemnification from all other
          Managed Care Payors, fiscal intermediaries or patients for all covered
          items and services provided by MCP or by the Physicians to patients;

          (b) take possession of and endorse in the name of the Physicians or
          MCP, all cash, notes, checks, money orders, insurance payments, and
          any other instruments received as payment of accounts receivable (and
          MCP will cause an individual Physician who receives any payments for
          the benefit of MCP directly, to deliver such amounts promptly to PQC
          for deposit in the Account, and MCP covenants to transfer and deliver
          promptly to PQC for deposit in the Account, all funds received by MCP
          from patients or Managed Care Payors for medical services), all such
          funds to be deposited directly into the Account and to be applied in a
          manner consistent with this Agreement;

          (c) deposit all collections directly into the Account and to make
          withdrawals from the Account for such purposes as are consistent with
          this Agreement;

          (d) in MCP's name and on its behalf, and in the Physicians' names and
          on behalf of each of them, as necessary, collect and receive all
          accounts receivable generated by such billings and claims for
          reimbursement, place such accounts for collection, settle and
          compromise claims and institute legal action for the recovery of
          accounts; MCP shall cooperate fully with PQC in facilitating such
          collections and in collecting accounts receivable transferred to PQC
          for deposit in the Account by MCP, including endorsement of checks and
          delivery to PQC for deposit in the Account of all revenues in whatever
          form, received from patients or Managed Care Payors on their behalf,
          and completion of all forms necessary for the collection of said
          monies; and

          (e) sign checks on behalf of MCP and make withdrawals from the
          Accounts for payments specified in this Agreement and as requested
          from time to time by MCP for purposes not inconsistent with this
          Agreement.

     In addition to the foregoing, MCP, to the extent not prohibited by law,
hereby grants to PQC an exclusive power of attorney and appoints PQC its
exclusive true and lawful attorney in fact to take each of the actions specified
in Sections (a) through (e) above for and on behalf of and in the name of MCP

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throughout the term of this Agreement and thereafter in accordance with Section
7.

     Upon request of PQC, MCP shall, and shall cause each of the Physicians to,
execute and deliver to PQC and to each financial institution wherein MCP or PQC
maintains an account, such additional documents or instruments (including one or
more powers of attorney naming PQC as its or their, as the case may be,
exclusive true and lawful attorney in fact) as may be necessary or desirable to
evidence or effect the authority or the power of attorney or both granted to PQC
pursuant to this Section.

     6.  This Agreement shall continue in effect for forty (40) years commencing
with the date of this Agreement as noted above.  Unless terminated earlier as
provided for in section 7 of this Agreement, the term of this Agreement shall be
automatically extended for additional terms of five (5) years each.

     7.  Termination.

          (a)  Termination on Default.

               i.   Either party shall be entitled to terminate this Agreement
                    if the other party fails to perform in any material respect
                    any material obligation required of it hereunder, and such
                    default continues for sixty (60) days after the giving of
                    written notice by the non-defaulting party, specifying the
                    nature and extent of such default; provided, however, that
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                    the non-defaulting party shall not be entitled to terminate
                    this Agreement if the defaulting party commences the cure of
                    such default within the first sixty (60) day period and
                    thereafter diligently and in good faith continues to cure
                    such default until completion.

               ii.  Termination at election of PQC.  PQC shall be entitled to
                    terminate this Agreement upon written notice to MCP if:

                    (x)  a law firm with nationally recognized expertise in
                         healthcare law and acceptable to PQC and the Joint
                         Policy Board renders an opinion to PQC, with a copy
                         provided to the Joint Policy Board stating that a
                         material provision of this Agreement is in violation of
                         applicable law, and the parties do not agree to amend
                         this Agreement pursuant to Section 10 to cure such
                         violation; or

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                    (y)  any court or regulatory agency enters an order finding
                         a material provision of this Agreement is in violation
                         of applicable laws; or

                    (z)  PQC is prevented by MCP or any person under the MCP's
                         direction or control, from entering any of the
                         Physician Responsibility Centers, and such inability to
                         enter such premises continues for more than forty-eight
                         (48) hours after notice thereof to the Joint Policy
                         Board.

               iii. Termination by MCP. MCP may terminate this Agreement if and
                    only if such termination has been approved by the Joint
                    Policy Board and:

                    (x)  upon written notice to PQC of the failure of PQC to
                         make any payments required under this Agreement when
                         due and continued failure to pay such compensation
                         after thirty (30) days notice of such failure to PQC
                         unless the amount of such payment is being contested in
                         good faith; or

                    (y)  a law firm with a nationally recognized expertise in
                         health care law and acceptable to PQC and the Joint
                         Policy Board renders an opinion to MCP, with a copy
                         provided to the Joint Policy Board, stating that a
                         material provision of this Agreement is in violation of
                         applicable law, and the parties do not agree to amend
                         this Agreement pursuant to Section 10 hereof to cure
                         such violation; or

                    (z)  any court or regulatory agency enters an order finding
                         a material provision of this Agreement is in violation
                         of applicable laws.

          (b) Effect of Termination.  Upon termination of this Agreement
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          pursuant to this Section 7:

               i.   PQC and MCP shall cooperate and continue to perform their
                    obligations under this Agreement as may be necessary to
                    ensure the provision of proper care to patients under
                    treatment until appropriate alternative arrangements are
                    made.

               ii.  MCP and PQC shall cooperate to ensure the appropriate
                    billing and collection for all health care items and
                    services provided by MCP prior to the effective date of

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                    termination, and any such monies collected shall be retained
                    by MCP and/or paid to PQC in accordance with the terms of
                    this Agreement.

               iii. Any amounts due and owing to PQC under any loan to MCP shall
                    become immediately due and payable.

               iv.  MCP shall reimburse PQC for all drug and pharmaceutical
                    inventory retained by MCP following termination to the full
                    extent of funds advanced by PQC for the purchase of such
                    inventory.

               v.   Provisions of this Agreement shall survive any termination
                    if so provided herein or if necessary or desirable fully to
                    accomplish the purposes of such provision.

     8.  All notices required or permitted under this Agreement shall be in
writing and shall be deemed effective upon personal delivery or upon deposit in
the United States Post Office, by registered or certified mail, postage prepaid,
addressed to the other party at the address shown above, or at such other
address or addresses as either party shall designate to the other in accordance
with this Section 8.

     9.  This Agreement constitutes the entire agreement between the parties
and supersedes all prior agreements and understandings, whether written or oral,
relating to the subject matter of this Agreement.

    10.  This Agreement may be amended or modified only by a written instrument
executed by PQC and MCP, provided, however, in the event (a) any state or
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federal laws or regulations, now existing or enacted or promulgated after the
Effective Date are interpreted by judicial decision, a regulatory agency, or
legal counsel in such a manner as to indicate that this Agreement or any
provision hereof may be in violation of such laws or regulations, or (b) the
Financial Accounting Standards Board or other applicable accounting standard
setting entity promulgates standards that would prevent PQC from consolidating
for financial statement presentation purposes all revenues of MCP on PQC's
consolidated financial statements, then PQC shall propose to the Joint Policy
Board and the MCP Shareholder for their approval such amendments to this
Agreement as necessary to preserve the underlying economic and financial
arrangements between PQC and MCP and without substantial economic detriment to
either PQC or MCP.  Any such amendment approved by the Joint Policy Board and
MCP Shareholder shall be binding upon MCP, and MCP hereby consents to any such
amendment.  To the extent any act or service required of PQC should be construed
or deemed, by any governmental authority, agency or court, to constitute the
practice of medicine by PQC, the performance of said act or service by PQC shall
be deemed waived and forever unenforceable and the provisions of this Section 10
shall be applicable.  MCP hereby waives and agrees not to assert illegality as a

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defense to the enforcement of this Agreement or any provision hereof; instead,
any such purported illegality shall be resolved pursuant to the terms of this
Section 10.

     11.  This Agreement shall be construed, interpreted and enforced in
accordance with the laws of The Commonwealth of Massachusetts.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.


                              PHYSICIANS QUALITY CARE, INC.


                              By: /s/ Jerilyn P. Asher
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                              MEDICAL CARE PARTNERS, P.C.


                              By: /s/ Jay Ungar M.D.
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