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                                                                    Exhibit 10.2

                  AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT

     This AMENDMENT No. 2 TO STOCK PURCHASE AGREEMENT, dated as of September 17,
1996 (the "Amendment"), is made by and among FHP International Corporation, a
Delaware corporation ("FHP"), Talbert Medical Management Corporation, a Delaware
corporation (the "Company"), Talbert Health Services Corporation, a Delaware
corporation ("THSC"), Kathryn M. Adair, Gloria L. Austin, Larry L. Georgopolous,
Richard D. Jacobs, Jack D. Massimino, Barbara C. McNutt, Kenneth S. Ord,
Westcott W. Price III, Walter R. Stone, Margaret Van Meter and Michael J.
Weinstock.  Defined terms not defined herein shall have the meanings assigned to
them in the Stock Purchase Agreement.

     WHEREAS, FHP, the Company and the Management Investors are parties to that
certain Stock Purchase Agreement, dated as of March 15, 1996, as amended by that
certain Amendment No. 1 to Stock Purchase Agreement, dated as of May 31, 1996
(collectively, the "Stock Purchase Agreement"); and

     WHEREAS, FHP, PacifiCare Health Systems, Inc., a Delaware corporation
("PacifiCare"), N-T Holdings, Inc., a Delaware corporation, Neptune Merger
Corp., a Delaware corporation and Tree Acquisition Corp., a Delaware
corporation, have entered into that certain Amended and Restated Agreement and
Plan of Reorganization, dated September 17, 1996 (the "Reorganization
Agreement"); and

     WHEREAS, the Reorganization Agreement provides that the common and
preferred stockholders of FHP will receive transferable rights (the "Rights") to
subscribe for 92.25% of the outstanding shares of either TMMC Common Stock or
the capital stock of an affiliated entity (the "Rights Offering"); and

     WHEREAS, prior to the execution of the Stock Purchase Agreement, William P.
Bracciodieta ("Bracciodieta"), originally intended to be a party to the Stock
Purchase Agreement as a Management Investor, ceased to be in the employ of FHP,
and, after the execution of the Stock Purchase Agreement but prior to the
issuance of the Management Stock thereunder to the Management Investors, R. Judd
Jessup ("Jessup"), a party to the Stock Purchase Agreement as a Management
Investor, ceased to be in the employ of FHP, and, accordingly, no shares of
Management Stock were issued and sold to either Bracciodieta or Jessup pursuant
to the Stock Purchase Agreement; and

     WHEREAS, in light of the execution of the Reorganization Agreement and the
termination of the employment of Bracciodieta and Jessup with the Company and
FHP, FHP, THSC, the Company and the Management Investors desire to amend the
Stock Purchase Agreement in certain respects as set forth below.

     NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements contained herein, the parties hereto agree
as follows:


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     1.   AMENDMENTS TO STOCK PURCHASE AGREEMENT.

          (a)  ADJUSTMENT OF NUMBERS AND PERCENTAGES.  The second sentence of
Section 2.1 of the Stock Purchase Agreement is hereby amended to read as
follows:

          "The aggregate number of shares of TMMC Stock issued to the Management
     Investors shall be 812,500 (the "TMMC Management Stock"), and the TMMC 
     Stock issued to the Management Investors, collectively, initially shall 
     comprise 8.125% of the total outstanding common stock of the Company (the 
     "TMMC Management Stock"); and the aggregate number of shares of THSC Stock 
     issued to the Management Investors shall be 45, and the THSC Stock issued 
     to the Management Investors, collectively, initially shall comprise 
     approximately 8.125% of the total outstanding common stock of THSC (the 
     "THSC Management Stock", with the TMMC Management Stock and the THSC 
     Management Stock collectively referred to herein as the "Management 
     Stock")."

          (b)  EXPIRATION OF CERTAIN OPTIONS.  At the Effective Time (as that
term is defined in the Reorganization Agreement), the Stock Purchase Agreement
shall be amended to add the following as Section 12:

          "12. EXPIRATION OF CERTAIN OPTIONS.  Notwithstanding anything to the
     contrary contained in this Agreement (including, without limitation, the
     provisions of Sections 3.2 and 5.4, above):

               12.1  TERMINATION OF FHP MANAGEMENT INVESTORS WITHOUT CAUSE.  In
     the event that the employment with FHP of any of the Management Investors 
     who are officers of FHP (the "FHP Management Investors") is terminated 
     without cause, any Restrictions remaining applicable to the Management 
     Stock owned by such FHP Management Investor shall terminate, and all 
     unvested Management Stock owned by such FHP Management Investor shall vest.
     Such Restrictions shall be deemed to terminate, and such Management Stock 
     shall be deemed to vest, prior to the time FHP's repurchase option provided
     for in Section 5.1, above, arises; PROVIDED, HOWEVER, that in such event, 
     the Management Stock owned by such FHP Management Investor shall remain 
     subject to the options provided by Sections 5.2 and 5.3, above, until the 
     first to occur of the expiration of such options pursuant to the terms of 
     Section 5, above, or the expiration of such options pursuant to the terms 
     of Section 12.2, below.

               12.2  CHANGE IN CONTROL OF THE COMPANY.  Both the option granted
     under Section 5.1 and the Performance Purchase Option granted under 
     Section 5.3 shall expire as to all Management Investors upon a Change in 
     Control (as herein defined) of TMMC which occurs at any time after the date
     of the expiration of the subscription period during which the Rights are 
     exercisable under the Rights Offering (the "Expiration Date").  For 
     purposes of this Agreement, "Change in Control" means:

                    (a)  The acquisition by any individual entity or group
     (within the meaning of Section 13(d) or 14(d)(2) of the Exchange Act) 
     (a "Person") of 


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     beneficial ownership (within the meaning of Rule 13d-3 promulgated under 
     the Exchange Act) of over 50% of either (i) the then outstanding shares of
     common stock of the Company (the "Outstanding Company Common Stock") or 
     (ii) the combined voting power of the then outstanding voting securities
     of the Company entitled to vote generally in the election of directors 
     (the "Outstanding Company Voting Securities"); PROVIDED, HOWEVER, that for
     purposes of this subsection (a), the following acquisitions shall not 
     constitute a Change of Control:  (i) any acquisition directly from the 
     Company, (ii) any acquisition by FHP or PacifiCare, or (iii) any 
     acquisition by any employee benefit plan (or related trust) sponsored or 
     maintained by the Company or PacifiCare, or any corporation controlled by 
     the Company or PacifiCare; or

                    (b)  Individuals who, as of the Expiration Date, constitute
     the Board of Directors of the Company (the "Incumbent Board") cease for any
     reason to constitute at least a majority of the Board of Directors of the
     Company; provided, however, that any individual becoming a director 
     subsequent to the Expiration Date whose election, or nomination for 
     election by the Company's shareholders, was approved by a vote of at least
     a majority of the directors then comprising the Incumbent Board shall be 
     considered as though such individual were a member of the Incumbent Board, 
     but excluding, for this purpose, any such individual whose initial 
     assumption of office occurs as a result of an actual or threatened election
     contest with respect to the election or removal of directors or other 
     actual or threatened solicitation of proxies or consents by or on behalf of
     a Person other than the Board of Directors of the Company."

     2.   FHP PURCHASE OF STOCK.  The parties hereto consent to the purchase by
FHP from, and the issuance, sale and transfer to FHP by, (i) the Company of
87,500 shares of TMMC Common Stock, for consideration in the amount of $.01 per
share, and (ii) THSC of 5 shares of THSC Common Stock, for consideration in the
amount of $2.00 per share.  Such purchases by FHP shall occur as soon as
practicable after the execution of this Amendment, and pursuant to a resolution
of the Board of Directors of each of the Company and THSC adopted as of
September 17, 1996.

     3.   FHP CAPITALIZATION OF THE COMPANY.  The parties hereto consent to any
capital contributions which have been or will be made to the Company by FHP
pursuant to Section 4.15(b) of the Reorganization Agreement.

     4.   GOVERNING LAW.  This Amendment shall be governed by and construed in
accordance with the law of the State of Delaware, without reference to its
conflicts of law rules.

     5.   NO OTHER AMENDMENTS.  The Stock Purchase Agreement, as amended by this
Amendment, is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed.  Except as provided herein, nothing in this
Amendment shall waive or be deemed to waive or modify (except as expressly set
forth herein) any rights or obligations of any of the parties under the Stock
Purchase Agreement.


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     6.   COUNTERPARTS.  This Amendment may be executed in any number of
counterparts, each of which will be deemed to be an original but all of which
together will constitute but one instrument.

     IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first above mentioned.

     FHP International Corporation,         Talbert Health Services Corporation,
     a Delaware corporation                 a Delaware corporation



     By:_______________________________     By:_________________________________
     Name:_____________________________     Name:_______________________________
     Title:____________________________     Title:______________________________

     Talbert Medical Management Corporation,
     a Delaware corporation



     By:_______________________________             
     Name:_____________________________     ____________________________________
     Title:____________________________     Kathryn M. Adair


     __________________________________     ____________________________________
     Gloria L. Austin                       Larry L. Georgopolous


     __________________________________     ____________________________________
     Richard D. Jacobs                      Jack D. Massimino


     __________________________________     ____________________________________
     Barbara C. McNutt                      Kenneth S. Ord


     __________________________________     ____________________________________
     Westcott W. Price III                  Walter R. Stone


     __________________________________     ____________________________________
     Margaret Van Meter                     Michael J. Weinstock




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