UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


Form 10-QSB


(Mark One)
     [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 1998.

     [   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to 
__________

Commission File Number: 2-89616

Consolidated Medical Management, Inc.
(Exact name of Registrant as specified in charter)

Montana                         82-0369233
State or other jurisdiction of               IRS Employer I.D. No.
incorporation or organization

13005 Justice Avenue, Baton Rouge, LA                  70816
(Address of principal executive offices)               (Zip Code)

Issuer's telephone number, including area code:  (504) 292-3100

Check whether the Issuer (1) has filed all reports required to be filed by 
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such 
shorter period that the registrant was required to file such reports), and (2) 
has been subject to such fling requirements for the past 90 days.  (1)  Yes  
[X]  No [    ]       (2)  Yes  [X]    No  [   ]

State the number of shares outstanding of each of the Issuer's classes of 
common equity as of the latest practicable date:   At November 4, 1998, there 
were 5,446,057 common shares of the Registrant outstanding.



Baton Rouge, Louisiana

Table of Contents


			Page	
Item 1.	Financial Statements                                 		1	
	Consolidated Balance Sheets                                   2	
	Consolidated Statements of Operations                         3	
	Consolidated Statements of Cash Flows                         4	
	Notes to Consolidated Financial Statements                    	
	Report of Independent Accountants                             11	
Item 2.	Management's Discussion and Analysis 
 of Financial Condition and Results of Operations              12	
				
Item 2.	Change in Securities                                  	15	
				
Item 5.	Other Information                                     	16	
				
Item 6.	Exhibits and Reports on Form 8-K                     		24	
				
Signature	                                                   		25	
				
Exhibits				

Item 1.	Financial Information

Consolidated Medical Management, Inc.										
(A Montana Corporation)										
Consolidated Balance Sheets										
(Unaudited)										
										
                        		       					September 30, 1998	   	Dec 31, 1997	
Assets										
Current Assets										
	Cash 		                 			       	 $         112,743 		 $        -   	
	Receivables 						                            113,595             -   	
	Notes Receivable						                        211,866
  Total Current Assets					                    438,204             -   	
										
Property, Plant and Equipment  Net			          336,707 	           -   	
Other Assets							                            153,910 		          -   	
			Total Assets			                   $         928,821 		 $        -   	
										
Liabilities and Stockholders' Equity										
Current Liabilities										
	Notes Payable   Current Portion				 $          29,966 		 $        -   	
	Accounts Payable						                         76,568 		          -   	
	Accrued Expenses						                         42,127 		          -   	
	Advances from and accounts payable to 
 related parties						                           -              53,614 	
	Deferred Income Taxes						                     7,293 		          -   	
		Total Current Liabilities					               155,954 	        53,614 	
										
	Notes Payable   Long Term Portion				         299,736             -   	
	Subordinated Debentures						                 440,000 	           -   	
		Total Long Term Liabilities					             739,736 	           -   	
										
Stockholders' Equity										
	Common Stock  									
		$.001 par value, 50,000,000 shares 
  authorized, 5,446,057 shares issued and								
		outstanding as of September 30, 1998 
  and 216,057 shares issued and outstanding								
		as of December 31, 1997					                   5,446 		          216 	
	Additional Paid-in-Capital						            1,754,223 		    1,211,863 	
	Retained Earnings (Deficit)						          (1,726,538)     (1,265,693)	
		Total Stockholders' Equity (Deficit)			       33,131 	       (53,614)	
										
			Total Liabilities and Stockholders' 
   Equity			                	 $                928,821 	 $         -   	
										
The accompanying notes and are an integral part of these financial statements.	


Consolidated Medical Management, Inc.														
(A Montana Corporation)														
Consolidated Statements of Operations														
(Unaudited)														
                      					     		Three Months ended    	Nine Months ended
                                  September 30,            September 30,
                          							1998	       	1997	      1998	        	1997	
														
Revenues						            	 $     282,832 		 $   - 		 $  629,537 		 $   -   	
														
Operating Expenses														
	Personnel Costs			    			        119,192 		     -       310,536        -   	
	Bad Debt Expense						            86,772 	     			       86,772 			
	Consulting						                  99,324 		     -       142,409        -   	
	Commissions						                 58,333 		     -        58,333 	      -   	
	Depreciation and Amortization 	   11,991 		     -        19,455 	      -   	
	Educational						                  5,859 	      -         9,158 		     -   	
	Legal and Professional						      11,370      3,630 		   34,825 		   10,370 	
	Office Expense						              50,533      1,284 	    89,453       3,613 	
	Occupancy						                   13,516 	      -        27,208        -   	
	Transportation						              21,328 	      -   	    21,328 	      -   	
		Total Operating Expenses					   478,218      4,914     799,477 	    13,983 	
														
Income (Loss) from Operations		  (195,386)	   (4,914)		 (169,940)	   (13,983)	
														
Other Income (Expenses)														
	Forgiveness of Debt						           -           -                   193,681 	
	Merger and Acquisition Expenses (230,000)	      -      (270,000)       -   	
	Other						                         (464)		     -         5,773 	      -   	
	Interest Expense						           (13,151)	      -       (25,462)       -   	
	Interest Income						                276 	      -           280 	      4 	
							                          (243,339)		     -      (289,409)		  193,685 	
														
Income (Loss) before Income 
Taxes	              						       (438,725)    (4,914)	  (459,349)    179,702 	
														
Income Tax Expense							           5,288 	      -         1,496        -   	
														
Net Income (Loss)			   				 $    (444,013)	  $(4,914) $ (460,845)	$  179,702 	
														
Net Income (Loss) per Share $     (0.1262)		 $(0.03)  $  (0.1310) $     0.05 	
														
The accompanying notes and are an integral part of these financial statements.

Consolidated Medical Management, Inc.										
Baton Rouge, Louisiana										
Consolidated Statements  of Cash Flows										
(Unaudited)										
                                           							For the Nine Months ended			
				                                 			September 30, 1998		September 30, 1997	
Cash Flows from Operating Activities:										
	Net Income (Loss)			                 			 $     (460,845)		 $       179,702 	
	Adjustments to Reconcile Net Income 
 (Loss)  to Net Cash Provided by 
 Operating Activities:									
		Depreciation and Amortization	                  19,455 		            -   	
		Deferred Income Tax Expense					                (1,496)			
		Non Cash Consulting and Services Paid 
  by Stock Issue					                            348,578 			
		(Increase) Decrease in Receivables	            (15,624)              -   	
		(Increase) Decrease in Other Assets					       (32,710)		            -   	
		Increase (Decrease) in Accounts Payable				     28,218 		         (73,839)	
		Increase (Decrease) in Interest Payable 
  to Related Party					                             -   		          (81,524)	
		Increase (Decrease) in Advances from and 
  accounts payable to related parties					       (53,614)		         (25,179)	
		Increase (Decrease) in Accrued Expenses				     27,637 		            -   	
		Increase (Decrease) in Income Taxes Payable	    (3,380)			
		Increase (Decrease) in Deferred Income Taxes		   4,876 		            -   	
Net Cash Provided Used by Operating Activities	 (138,905)	             (840)	
										
Cash Flows from Investing Activities:										
	Issuance of Notes Receivable					              (136,866)			
	Payment on Notes Receivable				                  10,134 			
	Purchases of Property, Plant and Equipment		   (407,925)			
		Net Cash Used by Investing Activities					    (534,657)		            -   	
										
Cash Flows from Financing Activities:										
	Repayment of Loans to Shareholder and Short 
 Term Debt						                                 (15,000)			
	Proceeds from Issuance of Debentures						      440,000 			
	Issue Debt for Capital Leases						             319,148 			
	Proceeds from Issuance of Debt						             10,000 			
	Payments on Long-Term Debt						                 (2,258)			
		Net Cash Provided by Financing Activities			   751,890 	             -   	
										
Net Increase (Decrease) in Cash				               78,328 		          (840)	
										
Cash, Beginning of period							                  34,415 		           840 	
Cash, end of period				       			                112,743 		            -   	
										
Supplemental Disclosure of Cash Flow Information										
	Cash Paid During the Year for:									
		Interest                              		 $      27,367  		 $         -   	
		Income Taxes					                        $        -   	    $         -   	
										
The accompanying notes and are an integral part of these financial statements.

(A Montana Corporation)

Notes to Consolidated Financial Statements
(UNAUDITED)


Note  1	Organization and Summary of Significant Policies



The subsidiary provides management services for home healthcare providers 
predominately in southern Louisiana.

Accounting policies of the Company conform with generally accepted accounting
principles and reflect practices appropriate to the industry in which it 
operates.  The significant policies are summarized below:

Property, Plant, Equipment and Depreciation  -  Expenditures for property, 
plant and equipment are recorded at cost.  Renewals and improvements which 
extend the economic life of such assets are capitalized.  Expenditures for 
maintenance, repairs and other renewals are charged to expense.  For major 
dispositions, the cost and accumulated depreciation are removed from the 
accounts and any gain or loss is included in the results of operations.

Depreciation is provided over the estimated useful lives of assets using 
accelerated methods.

Receivables  -  The Company, through it's Louisiana subsidiary, grants credit 
through trade receivables to its customers, all of whom are home health care 
providers in the state of Louisiana.  The Company performs ongoing credit 
evaluations of its customers' financial condition and, generally, requires 
no collateral from its customers. As of year-end, the company reviewed its 
receivables and determined those receivables that collection was deemed 
questionable and charged off those receivables.  A further review 
of receivables indicated no additional allowance was necessary for the 
remaining accounts.

Cash Flows and Concentration of Credit Risk  -  Cash consists principally of 
demand deposits at commercial banks.  These balances, as reflected in the 
bank's records, are insured by the Federal Deposit Insurance Corporation up 
to $100,000.  At September 30, 1998 and December 31, 1997, the Company's 
deposits did not exceed the insured limits.

Risks and Uncertainties  -  The preparation of financial statements in 
conformity with generally accepted accounting principles requires management 
to make estimates and assumptions that affect the reported amounts of assets 
and liabilities and disclosure of contingent assets and liabilities at the 
date of the financial statements and the reported amounts of revenues and 
expenses during the reported period.  Actual results could differ from those 
estimates.


Note  2	Receivables
Receivables consist of the following:
                                                      		1998			1997		
Management Fees	                                    $	100,031		$	-		
Advances to Trinity Billing	                          	13,564 			-		
							
	                                                   $	113,595		$	-		


Note  3	Property, Plant and Equipment
                                                      		1998			1997		
Furniture	                                          $	  6,182		$	-		
Equipment	                                            	30,587					
Automotive	                                            	6,100					
Assets under Capital Lease	                          	386,175					
                                                      428,753	 		-		
							
Less Accumulated Depreciation                      	( 	92,046	)		-		
							
Property, Plant and Equipment  Net                 	$	336,707		$	-		


Note 4	      Other Assets
                                                      		1998			1997		
Prepaid Consulting Agreement (net of 
accumulated amortization of $4,000)	               $	 116,000		 $	 -		
Acquisition Costs (net of accumulated 
amortization of $4,928)                              		29,865					
Prepaid Advertising	                                   	4,500					
Prepaid Insurance	                                     	1,145					
Deposits		                                              2,400					
                                                    $	153,910		$	-		

Note 5	Lease Commitments
During the periods ended September 30, 1998, 
the Company leased its office facilities under 
operating leases, which expired June 1998 and 
August 1998, thereafter they have been rented 
on a month-to-month basis.  Monthly rent for 
the office space totals $1,225.  Lease expense 
for the nine months ended September 30, 1998 
and 1997 totaled $10,200 and $10,800 respectively.

The Company leases its copier under a non-cancelable operating lease 
expiring in 1999.  Lease expense for the three and nine-month periods 
ended September 30, 1998 was $671 and $2,014, respectively.  At September 
30, 1998, future minimum lease payments under long-term non-cancelable 
leases for succeeding fiscal periods is as follows:

                  1998        	$	671	
                  1999	       	1,343	
                  Total	     $	2,014	



Note 6	Notes Receivable
                                                       		1998	  		1997		
Note Receivable from Spectrum Financial, Inc. in 
the original amount of $15,000, with interest at 
6%, principal and interest due June 30, 1999, 
unsecured.	                                         $	  15,000		  $	  -		
							
Note Receivable from Jaguar, Inc. in the original 
amount of $100,000, with interest at 6%, principal 
and interest due June 30, 1999, unsecured.		           100,000		  	   -		
							
Note Receivable from Southern Properties 
Management, Inc. in the original amount of 
$15,000, with interest at 6%, principal and 
interest due on June 30, 1999, unsecured.		             15,000					
							
Note Receivable from Jaguar, Inc. in the original 
amount of $17,000, with interest at 6%, principal 
and interest due June 30, 1999, unsecured.		            17,000		   	  -		
							
Note Receivable from Louisiana Mobile Imaging, 
Inc. in the original amount of $75,000, with 
interest at 0%, principal due December 1, 1998, 
secured by a pledge of receivables.		                  64,866					
Total Notes Receivable	                              	211,866      			-		
Less Current Portion                              	( 	211,866	)	     	-		
Long Term Portion of Notes Receivable	              $    	-       		$	-		
							

Note 7	Economic Dependence 
During the nine months ended September 30, 1998, 
approximately forty-five (45%) percent of the 
Company's management fee income was earned under 
management contracts with one major customer. 
The contracts have a term of one year, ending 
December 31, 1998, renewable annually.  The 
customer has advised the Company that they 
intend to renew and expand the current contract.



Note 8	Notes Payable
                                                   		1998		   	1997		
							
Note payable to the stockholder of the Company, 
dated June 24, 1996, due on demand, interest at 
6%, payable at maturity or demand, unsecured	        $	  -		  $	  -		
							
Note payable to GE Capital financing the phone 
system, in the original amount of $10,222, dated 
September 16, 1997, payable in thirty-nine 
installments of $341 with interest at 12.5%, 
secured by a pledge of the phone system.		             7,521			    -		
							
Two notes payable (in original amounts of 
$5,000 each) to Spectrum Financial, Inc., a 
stockholder of the Company, dated September 29, 
1998, due April 29, 1999, interest at 10%, 
payable on maturity, unsecured		   10,000					
Capital lease obligations assumed in acquisition 
of Louisiana Mobile Imaging, Inc. calling for 
monthly payments totaling $10,134 over various 
periods associated with the underlying leases 
of medical imaging equipment expiring over 
fifty-five monthly payments with interest of 
twelve (12%) percent.		                              312,181					
Total Notes Payable		                                329,702	 		   -		
Less: Current Portion                              	(	29,966	)   	(		)	
							
Long-Term Portion	                                 $	299,736	   	$	-		
							

Maturities of Notes Payable over the next 
five years are:							                         1998	$	29,966					
                                               1999		82,421					
                                               2000		90,447					
                                               2001		73,557					
                                               2002		46,072					
                                                    		7,239					
                                                 	$	329,702					
							



Note 9	Income Taxes
The provision for income taxes for three and nine months ended 
September 30, 1998 consists of the following:
							
                                                 		1998			1997		
Current Provision							
Federal	                                           $	-	  	$	-		
State                                              		-  	 		-		
Deferred Provision (Benefit)	                      	1,496					
							
Total Income Tax Expense (Benefit)	               $	1,496		$	-		

The effective tax rate of the Company for 
1998 and 1997 differs from the federal 
statutory rate primarily due to state income taxes.
   
Deferred income taxes arise from temporary 
differences resulting from the Company's subsidiary utilizing the cash basis 
of accounting for tax purposes and the accrual basis for financial reporting 
purposes.  Deferred taxes are classified as current or noncurrent, depending 
on the classification of the assets and liabilities to which they relate.  
Deferred taxes arising from timing differences that are not related to an 
asset or liability are classified as current or noncurrent depending on the 
periods in which the timing differences are expected to reverse.  
The principal temporary differences relate to revenue and expenses 
accrued for financial purposes, which are not taxable for financial 
reporting purposes.
 
The net deferred tax asset or liability is composed of the following:
							
	                                                        	1998				1997	
							
Total Deferred Tax Assets	                               $	-	 		$	-	
Total Deferred Tax Liabilities		                          7,293				-	
Net Deferred Tax Liability                              		7,293				-	
   Less Current Portion	                                 	7,293				-	
   							
   Long - Term Portion                                  	$	-	 		$	-	
							
                                   

Note 10     Commitments and Contingencies
In the opinion of management, there are no contingent claims or litigation 
against the Company which would materially affect its financial position at 
September 30, 1998. 
The Management service contracts that the Company has with the Home Health 
Care Agencies it serves include a provision that allows the Company's client 
to recover the amount paid by the client from the management fees paid to the 
Company if the client is required to repay any fees it receives, due to 
actions or services provided it by the Company.


Note 11     Related Party Transactions
During the three and nine month periods ended September 30, 1998, the Company 
paid GCSW Funding Group, Inc. and Southern Property Management, Inc., related 
parties, for purchased consulting services totaling $30,451 and $36,444, 
respectively.  At September 30, 1998 and December 31, 1997, $48,212 and $-0-, 
respectively were due for these services. The Company had a Note Payable from 
a major stockholder in the original amount of $15,000, which was repaid in the 
third quarter.  The balance owed was $-0- as of September 30, 1998.  The 
Company paid approximately $1,125 in interest in 1998 on this note.  See Note 
6.


Note 12     Subordinated Debentures
The Company issued debentures in 1998 that are subordinated to bank debt and 
secured leases.  The debentures are otherwise unsecured but are given a 
preference over unsecured debt.  The debentures include interest at fifteen 
(15%) percent, payable in monthly installments.  Each debenture has a 
conversion right for each holder to convert the debenture principal to shares 
of the Company's common stock at the greater of $2.50 per share or ninety 
(90%) percent of the bid price, whichever is greater on the date of 
conversion.  Accrued interest and any principal amount not converted to shares 
of stock will be paid in cash.  As of September 30, 1998, the company had 
issued $440,000 in debentures.

The Company has entered into an agreement with Spectrum Financial, Inc. 
("Spectrum") whereby Spectrum will exchange shares it owns with the debenture 
holder upon exercise of the debenture's conversion option, in satisfaction of 
the Company's obligations under the conversion provisions.  In exchange, 
Spectrum will then receive an unsecured note payable from the Company (see 
Note 8) for the face amount of the debenture surrendered.  In the three months 
ended September 30, 1998, Spectrum exchanged 4,000 of its shares in connection 
with this agreement and received two notes payable from the Company totaling 
$10,000.


Note 13     Non Cash Financing Transactions
During 1998, the Company issued stock in exchange for services of $290,000 
(210 common shares issued) and $348,578 (760 common shares issued) for the 
nine months and three months ended September 30, 1998, respectively.  The 
Company also issued shares in satisfaction of debt of $37,517 (2,500,000 
common shares) for the nine months ended September 30, 1998.


Note 14     Subsequent Events
On October 29, 1998, the Company amended its Articles of Incorporation to 
allow it to issue preferred stock.  The total preferred shares authorized were 
20,000,000, $0.001 par value. 

On November 4, 1998, the Company concluded an acquisition of Aplomb, Inc. (A 
Mississippi Corporation) in a transaction wherein the Company issued a total 
of 517,976 common shares and 3,239,870 preferred shares.




REPORT OF INDEPENDENT ACCOUNTANTS


The Board of Directors
Consolidated Medical Management, Inc.
(A Montana Corporation)
Baton Rouge, Louisiana


We have made a review of the consolidated balance sheet of Consolidated 
Medical Management, Inc. as of September 30, 1998, and the related 
consolidated statements of operations and cash flows for the three-month and 
nine-month periods ended September 30, 1998 and 1997, in accordance with 
standards established by the American Institute of Certified Public 
Accountants.  These financial statements are the responsibility of the 
Company's management. 

A review of interim financial information consists principally of obtaining an 
understanding of the system for the preparation of interim financial 
information, applying analytical review procedures to financial data, and 
making inquiries of persons responsible for financial and accounting matters.  
It is substantially less in scope than an audit in accordance with generally 
accepted auditing standards, the objective of which is the expression of an 
opinion regarding the financial statements taken as a whole. Accordingly, we 
do not express such an opinion.

Based on our review, we are not aware of any material modifications that 
should be made to the consolidated financial statements referred to above for 
them to be in conformity with generally accepted accounting principles.

The balance sheet as of December 31, 1997 and the related statements of 
income, cash flows and changes in stockholders' equity for the year then ended 
(not present herein); have been previously audited, in accordance with 
generally accepted auditing standards by other auditors whose report was dated 
February 17, 1998, wherein he expressed an unqualified opinion on those 
financial statements. 






ROBERTS, CHERRY and COMPANY
A Corporation of
Certified Public Accountants
Shreveport, Louisiana
November 2,1998

Consolidated Medical Management, Inc. (A Montana Corporation)



Item 2.     Management's Discussion and Analysis of Financial Condition and 
Results of OperationsThe following discussion and analysis should be read in 
combination with Management's Discussion and Analysis of Financial Condition 
and Results of Operations in Item 7 of the 1997 Form 10-KSB, the financial 
statements and notes contained in Item 8 of the 1997 Form 10-KSB and the 
interim financial statements and notes thereto contained elsewhere in this 
Report.RESULTS OF OPERATIONSFor the Three and Nine Month Periods Ended 
September 30, 1998For the three months and nine months ended September 30, 
1998, the Company recognized net losses of ($468,435) and ($460,845), (with 
loss per share of ($0.1332) and ($0.1310) per common share, respectively).  
During these periods, the Company, since the acquisition of Consolidated 
Medical Management, Inc. (the private Louisiana company) by the public Company 
(formerly Golden Maple Mining and Leaching, Inc.), has aggressively pursued 
acquisitions of related medical service providers and other entities that, 
once acquired, will add to its ability to provide medical services. The 
following principal factors contribute to these results. For the periods ended 
September 30, 1998, the Company recognizes the operations of its wholly-owned 
subsidiary, CMMI-LA, including the operations of the newly formed 
subsidiaries, Independent Diagnostic Services, Inc. and Psychiatric Management 
Services, Inc. (PMSI) with consolidated operating revenue of $282,832 and 
$629,537 for the three-month and nine-month periods ended September 30, 1998, 
respectively. Operating revenues are composed of management fees associated 
with providing services, under contract, to various home-health providers and 
PHP (Partial Hospital Programs), primarily located in southern Louisiana and 
the fee income from delivery of diagnostic and transportation services 
associated with the health care industry.  Changes in the home health care 
industry caused the Company to shift its emphasis away from home health care 
and toward the PHP program, and to other medical management programs, which 
the Company expects will be more profitable.For the three-month and nine month 
periods ended September 30, 1998, the Company incurred operating costs 
associated with the production of management fee revenue totaling $478,218 and 
$799,477, respectively.  The most significant elements of operating expenses 
are personnel costs totaling $119,192 and $310,536, respectively for these 
periods. Personnel costs include the professional wages of the personnel who 
deliver the health-care services required by the contracts and related 
administrative salaries and benefits.  Another significant operating cost is 
consulting fees paid in connection with the medical management performed by 
the Company.  These costs totaled $99,324 and $142,409, respectively for the 
three and nine month periods ending September 30, 1998.The Company incurred 
office expense totaling $89,453 for the nine-month period, which includes a 
one-time charge of $18,860 to account for non-professional fees incurred in 
completing the acquisition of and Consolidated Medical Management, Inc. by 
Golden Maple and Mining Leaching, Inc.  The Company also identified and 
charged off as an allowance for bad debts, receivables totaling $86,772.The 
most significant non-operating contributions to the net loss for the three and 
nine months are the merger and acquisition costs of $230,000 and $270,000, 
respectively, for these periods.  Specifically, in the three months ended 
September 30, 1998, the Company took a one-time charge against earnings of 
$200,000 for merger and acquisition expenses associated with the acquisition 
of Independent Diagnostic Services, Inc. (IDSI), and Psychiatric Management 
Services, Inc. (PMSI). The Company issued shares of its common stock in 
exchange for these expenses.  In the nine months ended September 30, 1998, the 
total merger and acquisition costs charged to operations were $270,000 and 
included the acquisition costs associated with the CMMI-LA acquisition of 
$40,000.  These expenses included fees for the location of the target 
companies, the negotiation of the merger arrangements and terms and the 
successful conclusion of the plan.  The Company believes that with the 
acquisition of Aplomb, Inc. in the fourth quarter, that the plans for the 
first phase of corporate acquisitions will be completed.  The Company is 
planning to continue to seek future acquisitions; however, there are none in 
process as of this filing.For the three and nine months ended September 30, 
1997, the net loss applicable to common stock totaled ($4,914) or ($0.03) per 
share and $179,702, respectively.  In the 1997 period, the Company had no 
operations and recognized nominal expenses associated with the maintenance of 
the Company's filings.  For the nine month period in 1997, the Company 
realized a gain from debt forgiveness of $193,681 and operating loss of 
($13,983) for the nine months ended June 1997, resulting in net income of 
$179,702.FINANCIAL CONDITIONLiquidity and Capital ResourcesSince March 1998, 
the Company sold a total of $450,000 in convertible subordinated debentures 
($440,000 remain as of September 30, 1998). The debentures are subordinated to 
bank debt and secured leases and are due within one year of issue.  The 
debentures are otherwise unsecured but are given a preference over unsecured 
debt.  The debentures include interest at fifteen (15%) percent, payable in 
monthly installments.  Each debenture has a conversion right for each holder 
to convert the debenture principal to shares of the Company's common stock at 
the greater of $2.50 per share or ninety (90%) percent of the bid price, 
whichever is greater on the date of conversion.  Accrued interest and any 
principal amount not converted to shares of stock will be paid in cash.  A 
consultant to the Company, and a stockholder, Spectrum Financial, Inc. entered 
into an agreement with the Company whereby it assumed the Company's obligation 
to exchange shares it owned upon request of conversion by a debenture 
holder.The Company had cash of $112,743 as of September 30, 1998 and 
receivables totaling $113,595 from customers, of which $99,297 (87% of total 
receivables) was current, $0 (0%) was thirty days old and the remainder of 
$14,298 (13%) was older than ninety days.  Management has reviewed the 
collectibility of these accounts, and determined that the collection is 
probable.The Company has advanced funds to Jaguar, Inc. (a shareholder), 
Spectrum Financial, Inc. (a shareholder) and Southern Properties Management, 
Inc. in the form of notes receivable totaling $147,000 as of September 30, 
1998.  The terms of the notes call for the Company to be paid interest of 6%, 
are due June 30, 1999 and are unsecured.  Management believes these amounts to 
be collectable.In the period subsequent to September 30, 1998, the Company 
completed negotiations on the acquisition of Aplomb, Inc.  In connection with 
the acquisition, the Company has entered into an agreement with Spectrum 
Financial, Inc. and GCSW Funding and the three insurance entities that formed 
Aplomb, Inc., whereby the Company will pay these companies a fee in 
remuneration of the services rendered therein.  Payment of the fees is 
estimated to be valued at approximately $1,800,000, and will be paid in the 
form of issuance of 509,976 common shares and 323,987 preferred shares.  This 
charge to earnings is expected to be the final material charge to earnings 
associated with acquisitions.
Part IIOther Information
PART II
OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

Since the end of the fiscal year ended December 31, 1997, and through the end 
of the quarter ended September 30, 1998, the Company has sold the following 
shares of common stock of the Company without registration under the 
Securities Act of 1933:

a.     On March 31, 1998 the Company issued 2,500,000 shares of common stock 
to Milagro Holdings, Inc., a Delaware corporation ("Milagro") controlled by 
Howard M. Oveson, a former officer, director, and controlling shareholder of 
the Company.  The shares were issued for forgiveness of debt in the amount of 
$37,517 owed by the Company to Milagro for operating funds advanced to the 
Company by Milagro.

b.     From March to May 1998 CMMI-LA issued subordinated convertible 
debentures totaling $450,000.  The debentures are convertible into shares of 
common stock of the Company at the greater of $2.50 per share or 60% of the 
bid price on the date of conversion.  The Company has entered into an 
agreement with Spectrum Financial Services, Inc. ("Spectrum"), a Texas 
corporation and shareholder of the Company, in which Spectrum has agreed to 
exchange shares it owns in the Company with the debenture holders upon 
exercise of the conversion option in satisfaction of the Company's obligation 
under the conversion provisions.  Spectrum will then receive an unsecured 
promissory note from the Company for the face amount of the debentures 
surrendered.  As of September 30, 1998, the Company had issued two promissory 
notes to Spectrum in the amount of $10,000 for cancellation of debentures in 
the amount of $10,000.

c.     On May 23, 1998, the Company issued 1,850,000 shares of common stock to 
Sunni M. Wooley for all of the outstanding stock of Consolidated Medical 
Management, Inc., a Louisiana corporation ("CMMI-LA").  (See Item 5, below.)

d.     On August 5, 1998, the Company issued 20,000 shares of common stock to 
PILL PT--15435, a trust designated by Michael W. Sciacchetano, the sole 
shareholder of the acquired company, for all of the outstanding stock of 
Independent Diagnostic Services, Inc. (formerly United Medical Services 
Corporation), a Louisiana corporation.

e.     On August 25, 1998, the Company issued 140,000 shares of common stock 
to Jaguar International Corp. ("Jaguar"), an entity created under the Belize 
International Business Companies Act of 1990, as amended.  Jaguar is a 
controlling shareholder of the Company.  The entity is owned and controlled by 
Michelle Naquin.  Garvis C. Wooley, Jr., the father of Sunni M. Wooley, the 
president, director, and a principal shareholder of the Company, shares 
control of such entity with Ms. Naquin.

f.     On August 25, 1998, the Company issued 30,000 shares of common stock to 
Dale Bachman as consideration for accepting the position of chief executive 
officer of the Company.
 
g.     On August 25, 1998, the Company issued 40,000 shares of common stock to 
Frederick J. Gossen, Jr. as consideration for entering into a five-year 
consulting contract with the Company.

h.     On September 1, 1998, the Company issued 100,000 shares of common stock 
to Louisiana Mobile Imaging, Inc., a Louisiana corporation for all of the 
assets of such entity.  (See Item 5, below.)


All of the aforesaid securities set forth immediately above were issued 
without registration under the Act by reason of the exemption from 
registration afforded by the provisions of Section 4(2) thereof, as 
transactions by an issuer not involving any public offering, each recipient of 
securities having delivered appropriate investment representations to 
Registrant with respect thereto and having consented to the imposition of 
restrictive legends upon the certificates evidencing such securities.  No 
underwriting discounts or commissions were paid in connection with such 
issuances.


Item 5. Other Information

Changes in Management

The following table sets forth the current executive officers and directors of 
the Company:
Director
Name                  Age     Position(s)                         Since
LaMar F. Laster, Jr.   47     Chairman and COO                    1998
Dale L. Bachman        51     Director and CEO                    1998
Sunni M. Wooley        23     Director and President and CFO      1998
Peggy D. Behrens       43     Director and Secretary              1998
Lynn Simon, M.D.       48     Director                            1998

Set forth below is information concerning the business experience during the 
last five years of each of the executive officers and directors of the Company 
(except Ms. Wooley and Ms. Behrens, whose information has been previously 
reported):

LA MAR F. LASTER, JR., has served as the Chairman and Chief Operating Officer 
for the Company since September 16, 1998.  He has had over twenty years of 
experience in the medical devices and services industry.  From 1982 to 1994 he 
held various senior executive positions at Staar Surgical Company, including 
chairman, chief operating officer, executive vice-president, vice-president of 
finance, chief financial officer, and consultant.  From 1994 to the present 
Mr. Laster has been employed by LaMarz Interests, Inc., a Texas corporation 
providing financial and medical company consultancy.  Mr. Laster received a 
B.A. degree in mathematics and economics from Macalaster College in 1972, and 
received an M.B.A. in finance and accounting from the University of Chicago 
Graduate School of Business in 1974.

DALE L. BACHMAN, has served as the Chief Executive Officer of the Company 
since August 14, 1998.  He has been semi-retired, working part-time as a 
consultant with development stage and small to mid-size public companies 
assisting them in developing funding and investor relations programs. Mr. 
Bachman received a bachelors degree in business administration from the 
University of Nebraska.

LYNN SIMON, M.D., is a licensed psychiatrist practicing in the State of 
Louisiana and served on the New Orleans' Mayor's Taskforce on Nutrition from 
January to December of 1994.  Since 1975 he has served as a consultant to 
various private and state-run health care organizations, and has served as an 
expert witness in both civil and criminal court cases.  Dr. Simon received an 
M.D. degree from Maharry Medical College in 1972 and a B.S. degree from Morgan 
State College in 1968.


The Company presently has no employment contracts with any of its executive 
officers.  The Company anticipates negotiating and entering into employment 
contracts with such persons during the first quarter of 1999.  It is 
anticipated that Mr. Laster will be a full-time employee of the Company and 
that Mr. Bachman and Ms. Wooley will be employed part-time.
There are no family relationships among directors or executive officers of the 
Company.

Asset Acquisition

On September 1, 1998, the Company entered into an Asset Purchase Agreement to 
purchase certain assets of Louisiana Mobile Imaging, Inc., a Louisiana 
corporation ("LMI") owned and controlled by David Cooper and Michael Firth.  
The Agreement, as amended effective September 17, 1998, provided for the 
issuance of 100,000 shares of common stock of the Company to LMI.  In return, 
LMI agreed to transfer to the Company a Medicare provider number and a note 
receivable in the amount of $75,000.  Also, LMI agreed to sublease certain 
imaging equipment and vehicles leased by LMI pursuant to lease/purchase 
agreements with outside leasing companies, and to grant to the Company the 
option to purchase such equipment for nominal consideration upon the 
completion of the lease/purchase agreements.  The closing of the Asset 
Purchase Agreement was held on September 1, 1998, and the assets were 
transferred, the stock was issued, and the sublease was granted.  The number 
of shares issued by the Company in this acquisition was based upon the amount 
of revenues of LMI for the period ended October 31, 1998, and an assumed or 
agreed value of the common stock of the Company for purposes of this 
transaction only of $0.75 per share.  Michael W. Sciacchetano, a consultant 
for LMI, and the former sole shareholder of Independent Diagnostic Services, 
Inc. (see Item 2, above), will also provide consulting services for the 
Company in connection with the assets purchased in the transaction.

The sublease of equipment, dated September 1, 1998, provides that the Company 
shall pay to LMI a monthly lease payment of $10,133.82 for all of the leased 
assets purchased in the above-referenced agreement.  The sublease for each 
particular asset will terminate on the same state as the master lease between 
LTM and the outside leasing company, the Company will have the option to 
purchase such equipment.  The Company is responsible for maintenance and 
repair of the equipment and to maintain adequate liability and replacement 
value insurance on the equipment.  Set forth below a list of the items 
comprising the equipment, the term of the lease between LMI and the outside 
leasing companies, the commencement date of the particular lease, and the 
buy-out price at the completion of the lease:

Equipment Description     Lease Term     Commencement Date       Buy-Out Price
1998 Chevrolet Astrovan     36 months                             $1.00
1994 Ford Club Wagon        24 months     March 1, 1997           $1.00
Toshiba Ultrasound          60 months     October 1, 1996         $1.00
HP Image Point System       60 months     August 1, 1998          $1.00
HP M2410A Image Point       60 months     August 1, 1998          $1.00
HP M2401 A Image Point      60 months     August 1, 1998          $1.00


Description of Preferred Stock

On October 29, 1998, the Company amended its articles of incorporation to 
authorize 20,000,000 shares of preferred stock (par value $.001).  The 
preferred shares can be issued by the board of directors which has the 
authority to determine the preferences, limitations, and relative rights of 
any series of preferred stock issued by the Company.  On November 19, 1998, 
the Company filed articles of amendment creating two series of preferred stock 
designated as the Series "A" $12.50 Preferred Stock (the "$12.50 Series") and 
the Series "A" $8.00 Preferred Stock (the "$8.00 Series").  The $12.50 Series 
consists of 2,159,913 shares of preferred stock, and the $8.00 Series consists 
of 1,079,957 shares of preferred stock.  Each series is identical with the 
other in its preferences, limitations, and relative rights, except for the 
conversion price.  Both series have a preference over the common shares for 
noncumulative dividends up to 1% in any fiscal year.  Each share of the $12.50 
Series is convertible into three shares of common stock of the Company at any 
time after the common stock of the Company maintains an average bid price per 
share of at least $12.50 for ten consecutive trading days.  Each share of the 
$8.00 Series is convertible into three shares of common stock of the Company 
at any time after the common stock of the Company maintains an average bid 
price per share of at least $8.00 for ten consecutive trading days.  Neither 
series shall have voting rights or will be redeemable by the Company.  Each 
series will have a preference upon liquidation, dissolution, or winding up of 
the Company up to $5.00 per preferred share of the series, plus any unpaid 
dividends upon such shares.  The Company has issued all of the authorized 
shares of the $12.50 Series and the $8.00 Series in connection with the 
acquisition of Aplomb, Inc. ("Aplomb"). 

Arrangements Which May Result in Change of Control

If all of the shares of preferred stock issued to the former shareholders of 
Aplomb were converted into shares of common stock of the Company, such persons 
as a group would own 9,719,610 shares of common stock , or approximately 64% 
of the outstanding shares of common stock, assuming no further shares were 
issued.  If such persons act as a group, they would have control of the 
Company by virtue of the voting control of the Company.

If the preferred shares are converted prior to November 19, 1999, Ms. Wooley 
shall have voting control of such shares by virtue of the proxies granted to 
her and would therefore have voting control of the Company.




The Proforma Combined Balance Sheet and Proforma Combined Statement of 
Operations are included and incorporated herein.

Consolidated Medical Management, Inc.												
(A Montana Corporation)												
Proforma Combined Balance Sheets												
September 30, 1998												
                                                    									Proforma			
                             	   				Historical      				Proforma		  Proforma	
                          	  				CMMI  		Aplomb, Inc. 		Adjustments	  	Totals	
Assets												
Current Assets												
	Cash 		                    		 $ 112,743   $   1,000             	 $ 113,743 	
	Receivables 				                113,595 		  115,124 	               228,719 	
	Notes Receivable				            211,866 						                      211,866 	
		Total Current Assets			        438,204 		  116,124  				           554,328 	
												
Property, Plant and Equipment 
 Net			            		            336,707                             336,707 	
Other Assets					                153,910 		                        	 153,910 	
Notes and Mortgages Receivable		    -   	 17,884,150 		   		      17,884,150 	
			Total Assets		              $ 928,821	$18,000,274    				 $    18,929,095 	
												
Liabilities and Stockholders' 
Equity												
Current Liabilities												
	Notes Payable Current Portion $  29,966                     $        29,966 	
	Accounts Payable				             76,568 						                       76,568 	
	Accrued Expenses				             42,127 						                       42,127 	
	Deferred Income Taxes				         7,293 		          				              7,293 	
		Total Current Liabilities			   155,954 		   -   	    			           155,954 	
												
	Notes Payable Long Term 
  Portion				                    299,736 	                           299,736 	
	Subordinated Debentures				     440,000 				           		           440,000 	
		Total Long Term Liabilities		  739,736 		   -   		    		           739,736 	
												
Stockholders' Equity												
	Common Stock  											
		$.001 par value, 50,000,000 
  shares authorized, 5,496,057 
  shares	issued and outstanding 
  as of September 30, 1998 and 
  6,014,033 shares issued and 
  outstanding as of the proforma   5,446 		 1,000  	a      (1,000) 		  5,964 	
						                                              b	        518 			
	Preferred Stock											
		$.001 par value, 20,000,000 
  shares authorized, 3,563,857 
  shares issued and outstanding 
  as of November 4, 1998			                      			c	      3,564      3,564 	
	Additional Paid-in-Capital				1,754,223 17,999,274 d	 (17,999,274) 19,765,539 	
                                            								e	  18,011,316 			
												
	Retained Earnings (Deficit)	 (1,726,538)		        	f      (15,124) (1,741,662)	
		Total Stockholders' Equity 
  (Deficit)			                    33,131 18,000,274 	         -     18,033,405 	
												
			Total Liabilities and 
   Stockholders' Equity		    $   928,821 $18,000,274             	$ 18,929,095	
												
												
												
												
												
See accompanying notes to proforma statements												
												

Consolidated Medical Management, Inc.													
(A Montana Corporation)													
Proforma Combined Statement of Operations													
For the Nine Months Ended September 30, 1998													
													
                                                   										Proforma			
                                  					Historical	 		 	Proforma	     	Proforma	
                        	    					CMMI  		Aplomb, Inc.	Adjustments   		Totals	
													
Revenues					               	 $ 629,537 	$     -               				 $ 629,537 	
													
Operating Expenses													
	Salaries and Wages				         310,536        -   				               310,536 	
	Bad Debt Expense					           86,772 		     -   				                86,772 	
	Consulting					                142,409 	      -          				        142,409 	
	Commissions					                58,333 	      -   				                58,333 	
	Depreciation and Amortization   19,455 		     -          				         19,455 	
	Educational					                 9,158 		     -   				                 9,158 	
	Legal and Professional				      34,825        -   		 	 	              34,825 	
	Office Expense					             89,453        -   			 	               89,453 	
	Occupancy					                  27,208        -   		   	  	           27,208 	
	Transportation					             21,328        -   				                21,328 	
		Total Operating Expenses				  799,477 		     -   				               799,477 	
													
Income (Loss) from Operations  (169,940)		     -   		                (169,940)	
													
Other Income (Expenses)													
	Merger and Acquisition 
  Expenses			                  (270,000)	         		f	    (15,124)	  (285,124)	
	Other					                       5,773 					               	           5,773 	
	Interest Expense			            (25,462)		     -          				        (25,462)	
	Interest Income					               280 						                            280 	
						                         (289,409)		     -   		     (15,124)	  (304,533)	
													
Income (Loss) before Income 
 Taxes					          	         (459,349)		     -   		       		       (474,473)	
													
Income Tax Expense				            1,496 		     -   	      			           1,496 	
													
Net Income (Loss)						 $       (460,845)		 $           -   				 $    (475,969)	
													
													
See accompanying notes to proforma statements													

Notes To Proforma Combined Statements:     This reflects the elimination of 
the common stock of Aplomb, Inc. in the proforma combination.     This 
reflects this issuance of issuance of 517,976 shares ($518) of $0.001 par 
value common stock of the Company in connection with services rendered for the 
acquisition of Aplomb, Inc.     The Company issued 3,563,857 shares of its 
$0.001 par value convertible preferred stock (3,239,870 shares issued directly 
for the acquired company and 323,987 shares in connection with the fees paid 
to acquire Aplomb, Inc.). in connection with the Aplomb, Inc. acquisition.     
The Company eliminates the paid-in-capital of Aplomb, Inc. acquired in the 
combination.     The Company records additional paid-in-capital associated 
with the acquisition of $18,011,316, which includes $1,815,206, associated 
with the fees attributable to the acquisition.      The portion of the stock 
issuance that is treated as services, and thus reportable as merger and 
acquisition costs total $15,124.Proforma Schedule on effects of the 
significant business combination of Consolidated Medical Management, Inc. (a 
Louisiana Company):


Item 6.     Exhibits and Reports on Form 8-K
During the nine-month period ended September 30, 1998, the Company filed an 
8-K on May 26, 1998 concerning the Plan of Reorganization governing its 
acquisition of Consolidated Medical Management, Inc. (the Louisiana private 
company).  On June 18,1998 the Company filed form 8-K/A (amendment 1) which 
amended the original 8-K to include the audited financial statements for the 
private company for the period ended December 31, 1997 thereof.  On July 6, 
1998, the Company filed amendment 2 to this form 8-K, which included the 
proforma financial statements of the combined companies.
On September 9, 1998, the Company filed a Form 8-K to notify of the change in 
independent auditor for the Company and to disclose the purchase of united 
Medical Services, Inc.  On September 18, 1998, the Company filed Form 8-K/A to 
incorporate the audited financial statements of United Medical Services, Inc.

On November 18, 1998, the Company filed a Form 8-K concerning the acquisition 
of Aplomb, Inc. (a Mississippi Company).  

Exhibit Table

Exhibit No      Description of Exhibit           
               
2.1     Plan of acquisition of Aplomb, Inc. dated November 4, 1998          
2.2     Plan of acquisition of Louisiana Mobile Imaging, Inc., dated September 
        1, 1998               
3.1     Amendment to Articles of incorporation dated October 7, 1998, 
        authorizing 20,000,000 shares of non-voting, non-cumulative $0.001 
        per share par value preferred stock          
3.2     Amendment to Articles of Incorporation to Create Series "A" Preferred 
        Stock          
4.1     Form of Series "A" $12.50 preferred stock certificate          
4.2     Form of Series "A" $8.00 preferred stock certificate          
4.3     Form of Debenture          
4.4     Form of Promissory Note to Spectrum          
               

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused 
this report to be signed on its behalf by the undersigned, thereunto duly 
authorized.

Consolidated Medical Management, Inc.

___________________________________________
By - Sunni M. Wooley, President and Principal Financial Officer

Date:  November 23, 1998

Exhibit 2.1The agreement is as follows:This Agreement (the "Agreement"), 
entered into this 4th day of November 1998, is by, between, and among 
Consolidated Medical Management, Inc., a publicly held Montana corporation 
(hereinafter the "Purchaser"), Aplomb Inc., a privately-held Mississippi 
corporation (hereinafter the "Private Company"), and the shareholders of the 
Private Company (hereinafter the "Shareholder").

RECITALS:

WHEREAS, the Purchaser wishes to acquire, and the Shareholder is willing to 
sell, all of the outstanding stock of the Private Company in exchange solely 
for shares of Preferred stock of the Purchaser, and

WHEREAS, the parties hereto intend to qualify such transaction as a tax-free 
exchange pursuant to Section 368(a)(1)(B) of the Internal Revenue Code of 
1986, as amended;

NOW, THEREFORE, based upon the stated premises, which are incorporated herein 
by reference, and for and in consideration of the mutual covenants and 
agreements set forth herein, the mutual benefits to the parties to be derived 
herefrom, and other good and valuable consideration, the receipt and adequacy 
of which are hereby acknowledged, the Purchaser, the Private Company, and the 
Shareholder approve and adopt this Agreement and mutually covenant and agree 
with each other as follows:

          1.           Shares to be Transferred and Shares to be Issued.

1.1 On the Closing Date the Shareholder shall transfer to the Purchaser 
certificates for the number of shares of the common stock of the Private 
Company described in Schedule "A," attached hereto and incorporated herein, 
which in the aggregate shall represent all of the issued and outstanding 
shares of the common stock of the Private Company.

1.2 In exchange for the transfer of the common stock of the Private Company 
pursuant to subsection 1.1. hereof, the Purchaser shall on the Closing Date 
and contemporaneously with such transfer of the common stock of the Private 
Company to it by the Shareholder issue and deliver to the Shareholder the 
number of shares of preferred stock of the Purchaser specified on Schedule "A" 
hereof.

2.   Representations and Warranties of the Shareholder. The Shareholder, 
represents and warrants to the Purchaser as set forth below. These 
representations and warranties are made as an inducement for the Purchaser to 
enter into this Agreement and, but for the making of such representations and 
warranties and their accuracy, the Purchaser would not be a party hereto.

                   2.1            Ownership of Stock.

a.    The Shareholder is the record and beneficial owner and holder of the 
number of fully paid and nonassessable shares of the common stock of the 
Private Company listed in Schedule "A" hereto as of the date hereof and will 
continue to own such shares of the common stock of the Private Company until 
the delivery thereof to the Purchaser on the Closing Date and all such shares 
of common stock are or will be on the Closing Date owned free and clear of all 
liens, encumbrances, charges and assessments of every nature and subject to no 
restrictions with respect to transferability. The Shareholder currently has, 
and will have at Closing, full power and authority to dispose, assign, and 
transfer his shares of the Private Company in accordance with the terms 
hereof. The Shareholder currently has, and will have at Closing, full power 
and authority to vote his shares of the Private Company, without restriction 
of any kind.

b.    Except for this Agreement, there are no outstanding options, contracts, 
calls, commitments, agreements or demands of any character relating to the 
common stock of the Private Company listed in Schedule "A" and owned by the 
Shareholders.

2.2     Accuracy of All Statements Made by the Shareholder. No representation 
or warranty by the Shareholder in this Agreement, nor any statement, 
certificate, schedule, or exhibit hereto furnished or to be furnished by or on 
behalf of the Shareholder pursuant to this Agreement, nor any document or 
certificate delivered to the Purchaser by the Shareholder pursuant to this 
Agreement or in connection with actions contemplated hereby, contains or shall 
contain any untrue statement of material fact or omits or shall omit a 
material fact necessary to make the statements contained therein not 
misleading.

3.    Representations and Warranties of the Private Company. The Private 
Company represents and warrants to the Purchaser as set forth below. These 
representations and warranties are made as an inducement for the Purchaser to 
enter into this Agreement and, but for the making of such representations and 
warranties and their accuracy, the Purchaser would not be a party hereto.

3.1 Organization and Authority. The Private Company is a corporation duly 
organized, validly existing and in good standing under the laws of the State 
of Mississippi with full power and authority to enter into and perform the 
transactions contemplated by this Agreement.

3.2  Capitalization. As of the date of the Closing, the Private Company will 
have a total of no more than 1,000 shares of common stock issued and 
outstanding. All of the shares will have been duly authorized and validly 
issued and will be fully paid and nonassessable. There are no options, 
warrants, conversion privileges, or other rights presently outstanding for the 
purchase of any authorized but unissued stock of the Private Company.

3.3 Performance of This Agreement. The execution and performance of this 
Agreement and the transfer of stock contemplated hereby have been authorized 
by the board of directors of the Private Company.

3.4  Financials. True copies of the financial statements of the Private 
Company for October 1, 1998, has been furnished to the Purchaser. Said 
financial statements are true and correct in all material respects and present 
an accurate and complete disclosure of the financial condition of the Private 
Company as of October 1, 1998, and the earnings for the periods covered, in 
accordance with generally accepted accounting principles applied on a 
consistent basis. Such financial statements meet the requirements of 
Regulation S-X and Item 7 of Form 8-K promulgated by the Securities and 
Exchange Commission.

3.5  Liabilities. There are no material liabilities of the Private Company, 
whether accrued, absolute, contingent or otherwise, which arose or relate to 
any transaction of the Private Company, its agents or servants occurring prior 
to October 1, 1998, which are not disclosed by or reflected in said financial 
statements. As of the date hereof, there are no known circumstances, 
conditions, happenings, events or arrangements, contractual or otherwise, 
which may hereafter give rise to liabilities, except in the normal course of 
business of the Purchaser.

3.6  Absence of Certain Changes or Events. Except as set forth in this 
Agreement, since October 1, 1998, there has not been (i) any material adverse 
change in the business, operations, properties, level of inventory, assets, or 
condition of the Private Company, or (ii) any damage, destruction, or loss to 
the Private Company (whether or not covered by insurance) materially and 
adversely effecting the business, operations, properties, assets, or 
conditions of the private Company.

3.7 Litigation. There are no legal, administrative or other proceedings, 
investigations or inquiries, product liability or other claims, judgments, 
injunctions or restrictions, either threatened, pending, or outstanding 
against or involving the Private Company or its subsidiaries, if any, or their 
assets, properties, or business, nor does the Private Company or its 
subsidiaries know, or have reasonable grounds to know, of any basis for any 
such proceedings, investigations or inquiries, product liability or other 
claims, judgments, injunctions or restrictions. In addition, there are no 
material proceedings existing, pending or reasonably contemplated to which any 
officer, director, or affiliate of the Private Company or as to which the 
Shareholder is a party adverse to the Private Company or any of its 
subsidiaries or has a material interest adverse to the Private Company or any 
of its subsidiaries.

3.8  Taxes.  All federal, state, foreign, county and local income, profits, 
franchise, occupation, property, sales, use, gross receipts and other taxes 
(including any interest or penalties relating thereto) and assessments which 
are due and payable have been duly reported, fully paid and discharged as 
reported by the Private Company, and there are no unpaid taxes which are, or 
could become a lien on the properties and assets of the Private Company, 
except as provided for in the financial statements of the Private Company, or 
have been incurred in the normal course of business of the Private Company 
since that date. All tax returns of any kind required to be filed have been 
filed and the taxes paid or accrued.

3.9  Hazardous Materials.  No hazardous material has been released, placed, 
stored, generated, used, manufactured, treated, deposited, spilled, 
discharged, released, or disposed of on or under any real property currently 
or previously owned or leased by the Private Company or any of its 
subsidiaries.

3.10  Business Plan. All of the information contained in the business plan of 
the Private Company, a copy of which has been furnished to the Purchaser, is 
true and correct in all material respects and does not contain any untrue 
statement of material fact or omit a material fact necessary to make the 
statement contained therein not misleading.

3.11  Accuracy of All Statements Made by the Private Company. No 
representation or warranty by the Private Company in this Agreement, nor any 
statement, certificate, schedule, or exhibit hereto furnished or to be 
furnished by or on behalf of the Private Company pursuant to this Agreement, 
nor any document or certificate delivered to the Purchaser by the Private 
Company pursuant to this Agreement or in connection with actions contemplated 
hereby, contains or shall contain any untrue statement of material fact or 
omits or shall omit a material fact necessary to make the statements contained 
therein not misleading.

4.  Representations and Warranties of the Purchaser. The Purchaser represents 
and warrants to the Private Company and to the Shareholder as set forth below. 
These representations and warranties are made as an inducement for the Private 
Company and the Shareholder to enter into this Agreement and, but for the 
making of such representations and warranties and their accuracy, the Private 
Company and the Shareholder would not be parties hereto.

4.1 Organization and Good Standing. The Purchaser is a corporation duly 
organized, validly existing and in good standing under the laws of the State 
of Montana with full power and authority to enter into and perform the 
transactions contemplated by this Agreement.

4.2     Capitalization.  As of the date of the Closing, the Purchaser will 
have
 a total of no more than 5,446,057 shares of common stock issued and 
outstanding, including the shares to be issued to the Shareholder. All of the 
shares will have been duly authorized and validly issued and will be fully 
paid and nonassessable. Except for the Purchaser's obligations hereunder with 
respect to the shares to be issued pursuant to subsection 1.2 hereof, there 
are no options, warrants, conversion privileges, or other rights presently 
outstanding for the purchase of any authorized but unissued stock of the 
Purchaser. As of the Closing, the Articles of Incorporation, as amended, of 
the Purchaser (the "Purchaser Articles") and as currently in effect shall be 
in the form previously furnished to the Private Company. The rights, 
preferences, and privileges of the common stock shall be as set forth in the 
Purchaser Articles. 
     
4.3 Performance of This Agreement. The execution and performance of this 
Agreement and the issuance of stock contemplated hereby have been authorized 
by the board of directors of the Purchaser.

4.4  Financials. True copies of the financial statements of the Purchaser for 
the fiscal year ended December 31, 1997, and the period ended September 30, 
1998, have been delivered by the Purchaser to the Private Company. These 
statements have been examined and certified by Scott McHone and Roberts, 
Cherry & Company, Certified Public Accountants. Said financial statements are 
true and correct in all material respects and present an accurate and complete 
disclosure of the financial condition of the Purchaser as of September 30, 
1998, and the earnings for the periods covered, in accordance with generally 
accepted accounting principles applied on a consistent basis.

4.5  Liabilities.  There are no material liabilities of the Purchaser, whether 
accrued, absolute, contingent or otherwise, which arose or relate to any 
transaction of the Purchaser, its agents or servants which are not disclosed 
by or reflected in said financial statements. As of the date hereof, there are 
no known circumstances, conditions, happenings, events or arrangements, 
contractual or otherwise, which may hereafter give rise to liabilities, except 
in the normal course of business of the Purchaser.

4.6 Litigation. There are no legal, administrative or other proceedings, 
investigations or inquiries, product liability or other claims, judgments, 
injunctions or restrictions, either threatened, pending, or outstanding 
against or involving the Purchaser or its subsidiaries, if any, or their 
assets, properties, or business, nor does the Purchaser or its subsidiaries 
know, or have reasonable grounds to know, of any basis for any such 
proceedings, investigations or inquiries, product liability or other claims, 
judgments, injunctions or restrictions. In addition, there are no material 
proceedings existing, pending or reasonably contemplated to which any officer, 
director, or affiliate of the Purchaser is a party adverse to the Purchaser or 
any of its subsidiaries or has a material interest adverse to the Purchaser or 
any of its subsidiaries.

4.7  Taxes.  All federal, state, foreign, county and local income, profits, 
franchise, occupation, property, sales, use, gross receipts and other taxes 
(including any interest or penalties relating thereto) and assessments which 
are due and payable have been duly reported, fully paid and discharged as 
reported by the Purchaser, and there are no unpaid taxes which are, or could 
become a lien on the properties and assets of the Purchaser, except as 
provided for in the financial statements of the Purchaser, or have been 
incurred in the normal course of business of the Purchaser since that date. 
All tax returns of any kind required to be filed have been filed and the taxes 
paid or accrued.

4.8  Hazardous Materials. No hazardous material has been released, placed, 
stored, generated, used, manufactured, treated, deposited, spilled, 
discharged, released, or disposed of on or under any real property currently 
or previously owned or leased by the Purchaser or any of its subsidiaries, 
except as set forth in the financial statements of the Purchaser.



4.9   Legality of Shares to be Issued. The shares of preferred stock of the 
Purchaser to be issued by the Purchaser pursuant to this Agreement, when so issu
ed and delivered, will have been duly and validly authorized and issued by the 
Purchaser and will be fully paid and nonassessable.

4.10   Accuracy of All Statements Made by the Purchaser. No representation or 
warranty by the Purchaser in this Agreement, nor any statement, certificate, 
schedule, or exhibit hereto furnished or to be furnished by the Purchaser 
pursuant to this Agreement, nor any document or certificate delivered to the 
Private Company or the Shareholder pursuant to this Agreement or in connection 
with actions contemplated hereby, contains or shall contain any untrue 
statement of material fact or omits to state or shall omit to state a material 
fact necessary to make the statements contained therein not misleading.

           5.   Covenants of the Parties.

                 5.1       Corporate Records.

a. Simultaneous with the execution of this Agreement by the Private Company, 
is not previously furnished, such entity shall deliver to the Purchaser copies 
of the Articles of Incorporation, as amended, and the current bylaws of the 
Private Company, and copies of the resolutions duly adopted by the board of 
directors of the Private Company approving this Agreement and the transactions 
herein contemplated.

b. Simultaneous with the execution of this Agreement by the Purchaser, if not 
previously furnished, such entity shall deliver to the Private Company copies 
of the Purchaser Articles, and the current bylaws of the Purchaser, and copies 
of the resolutions duly adopted by the board of directors of the Purchaser 
approving this Agreement and the transactions herein contemplated.

          5.2       Access to Information.

a. The Purchaser and its authorized representatives shall have full access 
during normal business hours to all properties, books, records, contracts, and 
documents of the Private Company, and the Private Company shall furnish or 
cause to be furnished to the Purchaser and its authorized representatives all 
information with respect to its affairs and business as the Purchaser may 
reasonably request. The Purchaser shall hold, and shall cause its 
representatives to hold confidential, all such information and documents, 
other than information that (i) is in the public domain at the time of its 
disclosure to the Purchaser; (ii) becomes part of the public domain after 
disclosure through no fault of the Purchaser; (iii) is known to the Purchaser 
or any of its officers or directors prior to disclosure; or (iv) is disclosed 
in accordance with the written consent of the Private Company. In the event 
this Agreement is terminated prior to Closing, the Purchaser shall, upon the 
written request of the Private Company, promptly return all copies of all 
documentation and information provided by the Private Company hereunder.

b. The Private Company and its authorized representatives shall have full 
access during normal business hours to all properties, books, records, 
contracts, and documents of the Purchaser, and the Purchaser shall furnish or 
cause to be furnished to the Private Company and its authorized 
representatives all information with respect to its affairs and business the 
Private Company may reasonably request. The Private Company shall hold, and 
shall cause its representatives to hold confidential, all such information and 
documents, other than information that (i) is in the public domain at the time 
of its disclosure to the Private Company; (ii) becomes part of the public 
domain after disclosure through no fault of the Private Company; (iii) is 
known to the Private Company or any of its officers or directors prior to 
disclosure; or (iv) is disclosed in accordance with the written consent of the 
Purchaser. In the event this Agreement is terminated prior to Closing, the 
Private Company shall, upon the written request of the Purchaser, promptly 
return all copies of all documentation and information provided by the 
Purchaser hereunder.

5.3     Actions Prior to Closing. From and after the date of this Agreement 
and until the Closing Date:

a. The Purchaser and the Private Company shall each carry on its business 
diligently and substantially in the same manner as heretofore, and neither 
party shall make or institute any unusual or novel methods of purchase, sale, 
management, accounting or operation.

b. Neither the Purchaser nor the Private Company shall enter into any contract 
or commitment, or engage in any transaction not in the usual and ordinary 
course of business and consistent with its business practices.

c. Neither the Purchaser nor the Private Company shall amend its Articles of 
Incorporation or bylaws or make any changes in authorized or issued capital 
stock, except as provided in this Agreement.

d. The Purchaser and the Private Company shall each use its best efforts 
(without making any commitments on behalf of the company) to preserve its 
business organization intact.

e.  Neither the Purchaser nor the Private Company shall do any act or omit to 
do any act, or permit any act or omission to act, which will cause a material 
breach of any material contract, commitment, or obligation of such party.

f.   The Purchaser and the Private Company shall each duly comply with all 
applicable laws as may be required for the valid and effective issuance or 
transfer of stock contemplated by this Agreement.

g.   Neither the Purchaser nor the Private Company shall dispose of any 
property or assets, except products sold in the ordinary course of business.

h.   The Purchaser and the Private Company shall each promptly notify the 
other of any lawsuits, claims, proceedings, or investigations that may be 
threatened, brought, asserted, or commenced against it, its officers or 
directors involving in any way the business, properties, or assets of such 
party.

5.4    Shareholders' Meeting or Consent. The Purchaser shall promptly submit 
this Agreement and the transactions contemplated hereby for the approval of 
its stockholders and, subject to the fiduciary duties of the Board of 
directors of the Purchaser under applicable law, shall use its best efforts to 
obtain stockholder approval and adoption of this Agreement and the 
transactions contemplated hereby. In connection with such meeting of 
stockholders, the Purchaser shall prepare a proxy or information statement to 
be furnished to the shareholders of the Purchaser setting forth information 
about this Agreement and the transactions contemplated hereby. The Private 
Party shall promptly furnish to the Purchaser all information, and take such 
other actions, as may reasonably be requested in connection with any action to 
be taken by the Purchaser in connection with the immediately preceding 
sentence. The Private Company shall have the right to review and provide 
comments to the proxy or information statement prior to mailing to the 
shareholders of the Purchaser.

5.5  No Covenant as to Tax or Accounting Consequences. It is expressly 
understood and agreed that neither the Purchaser nor its officers or agents 
has made any warranty or agreement, expressed or implied, as to the tax or 
accounting consequences of the transactions contemplated by this Agreement or 
the tax or accounting consequences of any action pursuant to or growing out of 
this Agreement.

5.6   Indemnification.  The Private Company and the Shareholder, severally and 
not jointly, shall indemnify Purchaser for any loss, cost, expense, or other 
damage (including, without limitation, attorneys' fees and expenses) suffered 
by Purchaser resulting from, arising out of, or incurred with respect to the 
falsity or the breach of any representation, warranty, or covenant made by the 
Private Company or the Shareholder herein, and any claims arising from the 
operations of the Private Company prior to the Closing Date. Purchaser shall 
indemnify and hold the Private Company and the Shareholder harmless from and 
against any loss, cost, expense, or other damage (including, without 
limitation, attorneys' fees and expenses) resulting from, arising out of, or 
incurred with respect to, or alleged to result from, arise out of or have been 
incurred with respect to, the falsity or the breach of any representation, 
covenant, warranty, or agreement made by Purchaser herein, and any claims 
arising from the operations of Purchaser prior to the Closing Date. The 
indemnity agreement contained herein shall remain operative and in full force 
and effect, regardless of any investigation made by or on behalf of any party 
and shall survive the consummation of the transactions contemplated by this 
Agreement.

5.7 Publicity. The parties agree that no publicity, release, or other public 
announcement concerning this Agreement or the transactions contemplated by 
this Agreement shall be issued by any party hereto without the advance 
approval of both the form and substance of the same by the other parties and 
their counsel, which approval, in the case of any publicity, release, or other 
public announcement required by applicable law, shall not be unreasonably 
withheld or delayed.

5.8   Expenses.   Except as otherwise expressly provided herein, each party to 
this Agreement shall bear its own respective expenses incurred in connection 
with the negotiation and preparation of this Agreement, in the consummation of 
the transactions contemplated hereby, and in connection with all duties and 
obligations required to be performed by each of them under this Agreement.

5.9   Further Actions.   Each of the parties hereto shall take all such 
further action, and execute and deliver such further documents, as may be 
necessary to carry out the transactions contemplated by this Agreement.

6.   Conditions Precedent to the Purchaser's Obligations.   Each and every 
obligation of the Purchaser to be performed on the Closing Date shall be 
subject to the satisfaction prior thereto of the following conditions:

6.1  Truth of Representations and Warranties.  The representations and 
warranties made by the Private Company and the Shareholder in this Agreement 
or given on their behalf hereunder shall be substantially accurate in all 
material respects on and as of the Closing Date with the same effect as though 
such representations and warranties had been made or given on and as of the 
Closing Date.

6.2 Performance of Obligations and Covenants. The Private Company and the 
Shareholder shall have performed and complied with all obligations and 
covenants required by this Agreement to be performed or complied with by them 
prior to or at the Closing.

6.3 Officer's Certificate. The Purchaser shall have been furnished with a 
certificate (dated as of the Closing Date and in form and substance reasonably 
satisfactory to the Purchaser), executed by an executive officer of the 
Private Company, certifying to the fulfillment of the conditions specified in 
subsections 6.1 and 6.2 hereof.

6.4   No Litigation or Proceedings.  There shall be no litigation or any 
proceeding by or before any governmental agency or instrumentality pending or 
threatened against any party hereto that seeks to restrain or enjoin or 
otherwise questions the legality or validity of the transactions contemplated 
by this Agreement or which seeks substantial damages in respect thereof.

6.5   No Material Adverse Change.  As of the Closing Date there shall not have 
occurred any material adverse change, financially or otherwise, which 
materially impairs the ability of the Private Company to conduct its business 
or the earning power thereof on the same basis as in the past.

6.6  Shareholders' Approval. The holders of not less than a majority of the 
outstanding common stock of the Purchaser shall have voted for authorization 
and approval of this Agreement and the transactions contemplated hereby.

6.7   Shareholders' Execution of Agreement. This Agreement shall have been 
duly executed and delivered by each of the parties owning in the aggregate all 
of the outstanding stock of the Private Company as of the Closing Date.

7.      Conditions Precedent to Obligations of the Private Company and the 
Shareholder. Each and every obligation of the Private Company and the 
Shareholder to be performed on the Closing Date shall be subject to the 
satisfaction prior thereto of the following conditions:

7.1    Truth of Representations and Warranties. The representations and 
warranties made by the Purchaser in this Agreement or given on its behalf 
hereunder shall be substantially accurate in all material respects on and as 
of the Closing Date with the same effect as though such representations and 
warranties had been made or given on and as of the Closing Date.

7.2   Performance of Obligations and Covenants. The Purchaser shall have 
performed and complied with all obligations and covenants required by this 
Agreement to be performed or complied with by it prior to or at the Closing.

7.3      Officer's Certificate. The Private Company shall have been furnished 
with a certificate (dated as of the Closing Date and in form and substance 
reasonably satisfactory to the Private Company), executed by an executive 
officer of the Purchaser, certifying to the fulfillment of the conditions 
specified in subsections 7.1 and 7.2 hereof.

7.4      No Litigation or Proceedings. There shall be no litigation or any 
proceeding by or before any governmental agency or instrumentality pending or 
threatened against any party hereto that seeks to restrain or enjoin or 
otherwise questions the legality or validity of the transactions contemplated 
by this Agreement or which seeks substantial damages in respect thereof.

7.5     No Material Adverse Change. As of the Closing Date there shall not 
have occurred any material adverse change, financially or otherwise, which 
materially impairs the ability of the Purchaser to conduct its business.

7.6     No Material Liabilities of Purchaser. As of the Closing Date the 
Purchaser shall have no liabilities which in the aggregate exceed $50,000.00, 
that  are not disclosed and the corporation balance sheet. 

     8.      Securities Law Provisions.

8.1    Restricted Securities. Each of the parties hereto, severally and not 
jointly, 
represents that he, she, or it is aware that the shares issued or transferred 
to him, her, or it will not have been registered pursuant to the Securities 
Act of 1933, as amended (the "1933 Act"), or any state securities act, and 
thus will be restricted securities as defined in Rule 144 promulgated by the 
Securities and Exchange Commission (the "SEC"). Therefore, under current 
interpretations and applicable rules, he, she, or it will probably have to 
retain such shares for a period of at least one year and at the expiration of 
such one year period his, her, or its sales may be confined to brokerage 
transactions of limited amounts requiring certain notification filings with 
the SEC and such disposition may be available only if the issuer is current in 
its filings with the SEC under the Securities Exchange Act of 1934, as 
amended, or other public disclosure requirements.

8.2 Non-distributive Intent. Each of the parties hereto, severally and not 
jointly, covenants and warrants that the shares received are acquired for his, 
her, or its own account and not with the present view towards the distribution 
thereof and he, she, or it will not dispose of such shares except (i) pursuant 
to an effective registration statement under the 1933 Act, or (ii) in any 
other transaction which, in the opinion of counsel acceptable to the issuer, 
is exempt from registration under the 1933 Act, or the rules and regulations 
of the SEC thereunder. In order to effectuate the covenants of this 
subsection, an appropriate legend will be placed upon each of the certificates 
of common stock issued or transferred pursuant to this Agreement, and stop 
transfer instructions shall be placed with the transfer agent for the 
securities.

8.3 Evidence of Compliance with Private Offering Exemption. Each of the 
parties hereto, severally and not jointly, hereby represents and warrants that 
he, she, or it, either individually or together with his, her, or its 
representative, has such knowledge and experience in business and financial 
matters that he, she, or it is capable of evaluating the risks of this 
Agreement and the transactions contemplated hereby, and that the financial 
capacity of such party is of such proportion that the total cost of such 
person's commitment in the shares would not be material when compared with 
his, her, or its total financial capacity. Upon the written request of the 
issuer of the securities issued or transferred pursuant to this Agreement, any 
party hereto shall provide such issuer with evidence of compliance with the 
requirements of any federal or state exemption from registration. The 
Purchaser and the Private Company shall each file, with the assistance of the 
other and its respective legal counsel, such notices, applications, reports, 
or other instruments as may be deemed by each of them to be necessary or 
appropriate in an effort to document reliance on such exemptions, unless an 
exemption requiring no filing is available in the particular jurisdiction, all 
to the extent and in the manner as may be deemed by such parties to be 
appropriate.

     9.     Closing.

9.1 Time and Place. The Closing of this transaction ("Closing") shall take 
place at 13000 Justice Avenue Suite 6, Baton Rouge, Louisiana, at 3:00 PM on 
October 15, 1998, or at such other time and place as the parties hereto shall 
agree upon. Such date is referred to in this Agreement as the "Closing Date. "

9.2 Documents To Be Delivered by the Private Company and the Shareholder. At 
the Closing the Private Company and the Shareholder shall deliver to the 
Purchaser the following documents:

a.     Certificates for the number of shares of common Company in the manner 
and form required by subsection 1.1 hereof.

                            b.     The certificate required pursuant to 
subsection 6.3 hereof.

     Such other documents of transfer, certificates of and documents as the 
Purchaser may reasonably request.

9.3 Documents To Be Delivered by the Purchaser. At the Closing shall deliver 
to the Private Company and the Shareholder the following documents:

a.     Certificates for the number of shares of preferred as determined in 
sub-section 1.2 hereof.

          b.     The certificate required pursuant to subsection 7.3 hereof.

c.     Such other documents of transfer, certificates of and documents as the 
Private Company and the Shareholder may reasonably request.

10. Termination. This Agreement may be terminated by the Purchaser or the 
Private Company by notice to the other if, (i) at any time prior to the 
Closing Date any event shall have occurred or any state of facts shall exist 
that renders any of the conditions to its or their obligations to consummate 
the transactions contemplated by this Agreement incapable of fulfillment, or 
(ii) on November 30, 1998, if the Closing shall not have occurred. Following 
termination of this Agreement no party shall have liability to another party 
relating to such termination, other than any liability resulting from the 
breach of this Agreement by a party prior to the date of termination.

     11.    Miscellaneous.

11.1  Notices. All communications provided for herein shall be in writing and 
shall be deemed to be given or made when served personally or when deposited 
in the United States mail, certified return receipt requested, addressed as 
follows, or at such other address as shall be designated by any party hereto 
in written notice to the other party hereto delivered pursuant to this 
subsection:

              Purchaser:                 Consolidated Medical Management, Inc.
                                              13000 Justice Avenue Suite # 6
                                              Baton Rouge, Louisiana  70816
                                              Attention:  Sunni M. Wooley

              Private Company:           Mr. Robert C. Coburn Sr.
                                              120 S. George St
                                              Petal, Ms.  39465

11.2 Default. Should any party to this Agreement default in any of the 
covenants, conditions, or promises contained herein, the defaulting party 
shall pay all costs and expenses, including a reasonable attorney's fee, which 
may arise or accrue from enforcing this Agreement, or in pursuing any remedy 
provided hereunder.

11.3 Assignment. This Agreement may not be assigned in whole or in part by the 
parties hereto without the prior written consent of the other party or 
parties, which consent shall not be unreasonably withheld.

11.4 Successors and Assigns. This Agreement shall be binding upon and shall 
inure to the benefit of the parties hereto, their heirs, executors, 
administrators, successors and assigns.

11.5 Partial Invalidity. If any term, covenant, condition, or provision of 
this Agreement or the application thereof to any person or circumstance shall 
to any extent be invalid or unenforceable, the remainder of this Agreement or 
application of such term or provision to persons or circumstances other than 
those as to which it is held to be invalid or unenforceable shall not be 
affected thereby and each term, covenant, condition, or provision of this 
Agreement shall be valid and shall be enforceable to the fullest extent 
permitted by law.

11.6 Entire Agreement. This Agreement constitutes the entire understanding 
between the parties hereto with respect to the subject matter hereof and 
supersedes all negotiations, representations, prior discussions, letters of 
intent, and preliminary agreements between the parties hereto relating to the 
subject matter of this Agreement.

11.7 Interpretation of Agreement. This Agreement shall be interpreted and 
construed as if equally drafted by all parties hereto.

11.8 Survival of Covenants. Etc. All covenants, representations, and 
warranties made herein to any party, or in any statement or document delivered 
to any party hereto, shall survive the making of this Agreement and shall 
remain in full force and effect until the obligations of such party hereunder 
have been fully satisfied.

11.9 Further Action. The parties hereto agree to execute and deliver such 
additional documents and to take such other and further action as may be 
required to carry out fully the transactions contemplated herein.

11.10 Amendment. This Agreement or any provision hereof may not be changed, 
waived, terminated, or discharged except by means of a written supplemental 
instrument signed by the party or parties against whom enforcement of the 
change, waiver, termination, or discharge is sought.

11.11 Full Knowledge. By their signatures, the parties acknowledge that they 
have carefully read and fully understand the terms and conditions of this 
Agreement, that each party has had the benefit of counsel, or has been advised 
to obtain counsel, and that each party has freely agreed to be bound by the 
terms and conditions of this Agreement.

11.12 Headings. The descriptive headings of the various sections or parts of 
this Agreement are for convenience only and shall not affect the meaning or 
construction of any of the provisions hereof.

11.13 Counterparts. This Agreement may be executed in two or more partially or 
fully executed counterparts, each of which shall be deemed an original and 
shall bind the signatory, but all of which together shall constitute but one 
and the same instrument.

IN WITNESS WHEREOF, the parties hereto executed the foregoing Agreement as of 
the day and year first above written.

PURCHASER:                                CONSOLIDATED MEDICAL MANAGEMENT, 
INC. 

                                                       
By:______________________________________________
   Sunni M. Wooley                       President



PRIVATE COMPANY:                  APLOMB, INC.
                          

By: _____________________________________________
Robert C. Coburn Sr.                     President


SCHEDULE "A" TO THE AGREEMENT  


NAME OF                                 NO. OF SHARES OF     NO. OF SHARES OF
SHAREHOLDER                          THE PRIVATE COMPANY       THE PURCHASER
                                        TO BE TRANSFERRED       TO BE ISSUED


Colonial American Holding, Inc.                111              360,000
Myers And Raggio                               111              360,000
Sam Love                                       111              360,000
Underwriters Trust or
Charles Coburn Trustee                         445            1,439,956
Charles Walker Trustee                         111              359,957
Innovative Trust                               111              359,957
           TOTAL SHARES                      1,000            3,239,870 

Exhibit 2.2 Plan of acquisition of Louisiana Mobile Imaging, Inc., dated 
September 1, 1998

ASSET PURCHASE AGREEMENT


This Asset Purchase Agreement (the "Agreement"), entered into this 1st day of 
September, 1998, by and between Consolidated Medical Management, Inc., a 
Montana corporation (hereinafter the
"Purchaser"), and Louisiana Mobile Imaging Inc., a Louisiana corporation 
(hereinafter the "Seller").

RECITALS:

WHEREAS, the Purchaser wishes to acquire, and the Seller is willing to sell 
the assets listed on Schedule "A" of the Seller in exchange solely for a part 
of the rule 144 Common voting stock of the Purchaser.

NOW, THEREFORE, based upon the stated premises, which are incorporated herein 
by reference, and for and in consideration of the mutual covenants and 
agreements set forth herein, the mutual benefits to the parties to be derived 
herefrom, and other good and valuable consideration, the receipt and adequacy 
of which are hereby acknowledged, the Purchaser and the Seller approve and 
adopt this Agreement and mutually covenant and agree with each other as 
follows:

I .     Assets to be Transferred, Liabilities to be Assumed, and Shares to be 
Issued..

1.1     Assets to be Transferred.  Upon execution of this agreement the Seller 
will convey, transfer, assign and deliver to Purchaser, and Purchaser will 
accept and acquire, the assets which are owned by Seller as described in 
Schedule "A" attached hereto and incorporated herein (hereinafter the 
"Assets").

1.2     Liabilities to be Assumed.  At closing Purchaser shall assume and 
agree to pay any liabilities, or assume any obligations, of the Seller set 
forth in Schedule "B" attached hereto and incorporated herein (hereinafter the 
"Seller Liabilities").  Anything to the contrary herein notwithstanding, 
Purchaser shall not assume or pay any liabilities, or assume any obligations, 
except such Seller Liabilities as set forth in Schedule "B."

                1.3     Shares to be Issued. In exchange for the transfer of 
the Assets pursuant to sub-section 1. 1. hereof, the Purchaser shall on the 
closing date, and contemporaneously with such transfer of the Assets to it by 
the Seller, issue and deliver to the Seller 150,000 shares of  Rule 144 Common 
stock of the Purchaser. 

     2.    Representations and Warranties of the Seller.  The Seller 
represents
and warrants to the Purchaser as set forth below.  These representations and 
warranties are made as an inducement for the Purchaser to enter into this 
Agreement and, but for the making of such representations and warranties and 
their accuracy, the Purchaser would not be a party hereto.

2.1     Organization and Authority.  The Seller is a corporation duly 
organized, validly existing and in good standing under the laws of the State 
of Louisiana with full power and authority to enter into and perform the 
transactions contemplated by this Agreement.

2.2     Seller is Sole Owners of Assets.  The Seller is the sole owner of the 
Assets and has the full right and power to sell and transfer the Assets as set 
forth in this Agreement.  The Assets are free from any security interest or 
other lien or encumbrance, except for the Seller Liabilities set forth in 
Schedule "B."

2.3     Performance of This Agreement.  The execution and performance of this 
Agreement and the transfer of assets contemplated hereby have been authorized 
by the board of directors of the Seller.

2.4     Liabilities.  There are no material liabilities of the Seller, whether 
accrued, absolute, contingent or otherwise, which arose or relate to any 
transaction of the Seller, its agents or servants occurring prior to July 31, 
1998, which are not disclosed by or reflected in said financial statements.  
As of the date hereof, there are no known circumstances, conditions, 
happenings, events or arrangements, contractual or otherwise, which may 
hereafter give rise to liabilities, except in the normal course of business of 
the Purchaser.

          2.5    Absence of Certain changes or Events.  Except as set forth in 
this Agreement, since July 31, 1998, there has not been (i) any material 
adverse change in the business, operations, properties, level of inventory, 
assets, or condition of the Seller, or (ii) any damage, destruction, or loss 
to the Seller (whether or not covered by insurance) materially and adversely 
affecting the business, operations, properties, assets, or conditions of the 
Seller.

2.6     Litigation.  There are no legal, administrative or other proceedings, 
investigations or inquiries, product liability or other claims, judgments, 
injunctions or restrictions, either threatened, pending, or outstanding 
against or involving the Seller or its subsidiaries, if any, or their assets, 
properties, or business, nor does the Seller or its subsidiaries know, or have 
reasonable grounds to know, of any basis for any such proceedings, 
investigations or inquiries, product liability or other claims, judgments, 
injunctions or restrictions.  In addition, there are no material proceedings 
existing, pending or reasonably contemplated to which any officer, director, 
or affiliate of the Seller is a party adverse to the Seller or any of its 
subsidiaries or has a material interest adverse to the Seller or any of its 
subsidiaries.

2.7     Taxes.  All federal, state, foreign, county and local income, profits, 
franchise, occupation, property, sales, use, gross receipts and other taxes 
(including any interest or penalties relating thereto) and assessments which 
are due and payable have been duly reported, fully paid and discharged as 
reported by the Seller, and there are no unpaid taxes which are, or could 
become a lien on the properties and assets of the Seller, except as provided 
for in the financial statements of the Seller, or have been incurred in the 
normal course of business of the Seller since that date.  All tax returns of 
any kind required to be filed have been filed and the taxes paid or accrued.

2.8     Accounting Information.  The Seller is aware of the accounting 
requirements of the Purchaser as set by the Securities and Exchange 
Commission, and can provide to the Purchaser within the required time limits 
such accounting information of the Seller as shall be required for the 
purchaser to meet the requirements of such item.

2.9     Accuracy of All Statements Made by the Seller.  No representation or 
warranty by the Seller in this Agreement, nor any statement, certificate, 
schedule, or exhibit hereto furnished or to be furnished by or on behalf of 
the Seller pursuant to this Agreement, nor any document or certificate 
delivered to the Purchaser by the Seller pursuant to this Agreement or in 
connection with actions contemplated hereby, contains or shall contain any 
untrue statement of material fact or omits or shall omit a material fact 
necessary to make the statement contained therein not misleading.

3.  Representations and Warranties of the Purchaser.  The Purchaser represents 
and warrants to the Seller as set forth below.  These representations and 
warranties are made as an inducement for the Seller to enter into this 
Agreement and, but for the making of such representations and warranties and 
their accuracy, the Seller would not be party hereto.

3.1     Organization and Good Standing.  The Purchaser is a corporation duly 
organized, validly existing and in good standing under the laws of the State 
of Montana with full power and authority to enter into and perform the 
transactions contemplated by this Agreement.

3.2     Capitalization.  As of the date of the closing, the Purchaser will 
have a total of no more than 5,386,057 shares of common stock issued and 
outstanding.  All of the shares will have been duly authorized and validly 
issued and will be fully paid and nonassessable.  In addition, as of the date 
of the closing, the Purchaser will have no shares of preferred stock issued 
and outstanding.  Except for the Purchaser's obligations hereunder with 
respect to the shares to be issued pursuant to subsection 1.3 hereof, there 
are no options, warrants, conversion privileges, or other rights presently 
outstanding for the purchase of any authorized but unissued stock of the 
Purchaser.

      3.3     Performance of This Agreement.  The execution and performance of 
this Agreement and the issuance of stock contemplated hereby have been 
authorized by the board of directors of the Purchaser.

               3.4     Financials. True copies of the financial statements of 
the Purchaser consisting of the balance sheet as of the fiscal year ended 
December 31 1997, and the 7th month ended July 31, 1998, and statements of 
income, cash flow and changes in stockholder's equity for the fiscal year 
ended December 31, 1997, and the 7th months ended July 31, 1998, have been 
                                                  
delivered by the Purchaser to the Seller.  The year-end statements have been 
examined and certified by T. J. Dunne and Roberts, Cherry & Company, Certified 
Public Accountants; the financial statements for the 7th month ended July 31, 
1998, have been prepared by management of the Purchaser.  Said financial 
statements are true and correct in all material respects and present an 
accurate and complete disclosure of the financial condition of the Purchaser 
as of July 31, 1998, and the earnings for the periods covered, in accordance 
with generally accepted accounting principles applied on a consistent basis.

3.5     Liabilities.  There are no material liabilities of the Purchaser, 
whether accrued, absolute, contingent or otherwise, which arose or relate to 
any transaction of the Purchaser, its agents or servants that are not 
disclosed by or reflected in said financial statements.  As of the date 
hereof, there are no known circumstances, conditions, happenings, events or 
arrangements, contractual or otherwise, which may hereafter give rise to 
liabilities, except in the normal course of business of the Purchaser.

3.6     Litigation.  There arc no legal, administrative or other proceedings, 
investigations or inquiries, product liability or other claims, judgments, 
injunctions or restrictions, either threatened, pending, or outstanding 
against or involving the Purchaser or its subsidiaries, if any, or their 
assets, properties, or business, nor does the Purchaser or its subsidiaries 
know, or have reasonable grounds to know, of any basis for any such 
proceedings, investigations or inquiries, product liability or other claims, 
judgments, injunctions or restrictions.  In addition, there are no material 
proceedings existing, pending or reasonably contemplated to which any officer, 
director, or affiliate of the Purchaser is a party adverse to the Purchaser or 
any of its subsidiaries or has a material interest adverse to the Purchaser or 
any of its subsidiaries.

3.7     Taxes.  All federal, state, foreign, county and local income, profits, 
franchise, occupation, property, sales, use, gross receipts and other taxes 
(including any interest or penalties relating thereto) and assessments which 
are due and payable have been duly reported, fully paid and discharged as 
reported by the Purchaser, and there are no unpaid taxes which are, or could 
become a lien on the properties and assets of the Purchaser, except as 
provided for in the financial statements of the Purchaser, or have been 
incurred in the normal course of business of the Purchaser since that date.  
All tax returns of any kind required to be filed have been filed and the taxes 
paid or accrued.

3.8     Legality of Shares to be Issued.  The shares of common stock of the 
Purchaser to be issued by the Purchaser pursuant to this Agreement, when so 
issued and delivered to the Seller, will have been duly and validly authorized 
and issued by the Purchaser and will be fully paid and nonassessable.

3.9     Accuracy of All Statements Made by the Purchaser.  No representation 
or warranty by the Purchaser in this Agreement, nor any statement, 
certificate, schedule, or exhibit hereto furnished or to be furnished by the 
Purchaser pursuant to this Agreement, nor any document or certificate 
delivered to the Seller pursuant to this Agreement or in connection with
 actions contemplated hereby, contains or shall contain any untrue statement 
of material fact or omits to state or shall omit to state a material fact 
necessary to make the statement contained therein not misleading.

4.     Covenants of the Parties.

4.1     Corporate Records.

a.     Simultaneous with the execution of this Agreement by the Seller, such 
entity shall deliver to the Purchaser copies of the articles of incorporation, 
as amended, and the current bylaws of the Seller, and copies of the 
resolutions duly adopted by the board of directors of the Seller approving 
this Agreement and the transactions herein contemplated.

b.     Simultaneous with the execution of this Agreement by the Purchaser, 
such entity shall deliver to the Seller copies of the articles of 
incorporation, as amended, and the current bylaws of the Purchaser, and copies 
of the resolutions duly adopted by the board of directors of the Purchaser 
approving this Agreement and the transactions herein contemplated.

          4.2     Access to Information.

               a.   The Purchaser and its authorized representatives shall 
have full access during normal business hours to all properties, books, 
records, contracts, and documents of the Seller, and the Seller shall furnish 
or cause to be furnished to the Purchaser and its authorized representatives 
all information with respect to its affairs and business as the Purchaser may 
reasonably request.  The Purchaser shall hold, and shall cause its 
representatives to hold confidential, all such information and documents, 
other than information that (i) is in the public domain at the time of its 
disclosure to the Purchaser; (ii) becomes part of the public domain after 
disclosure through no fault of the Purchaser; (iii) is known to the Purchaser 
or any of its officers or directors prior to disclosure; or (iv) is disclosed 
in accordance with the written consent of the Seller.
               b. The Seller and its authorized representatives shall have 
full access during normal business hours to all properties, books, records, 
contracts, and documents of the Purchaser, and the Purchaser shall furnish or 
cause to be furnished to the Seller and its authorized representatives all 
information with respect to its affairs and business the Seller may reasonably 
request.  The Seller shall hold, and shall cause its representatives to hold 
confidential, all such information and documents, other than information that 
(i) is in the public domain at the time of 
its disclosure to the Seller; (ii) becomes part of the public domain after 
disclosure through no fault of the Seller; (iii) is known to the Seller or any 
of its officers or directors prior to disclosure; or (iv) is disclosed in 
accordance with the written consent of the Purchaser.

,.

        5         Conditions Precedent to the Purchaser's Obligations.     
Each and every obligation of the Purchaser to be performed on the closing date 
shall be subject to the satisfaction prior thereto of the following 
conditions:

                 5.1    Truth of Representation and Warranties.   The 
representations and warranties made by the Seller in this Agreement or given 
on their behalf hereunder shall be substantially accurate in all material 
respects on and as of the closing date with the same effect as though such 
representations and warranties had been made or given on and as of the closing 
date.

6.     Conditions Precedent to Obligations of the Seller.  Each and every 
obligation of the Seller to be performed on the closing date shall be subject 
to the satisfaction prior thereto of the following conditions:

6.1     Truth of Representations and Warranties.  The representations and 
warranties made by the Purchaser in this Agreement or given on its behalf 
hereunder shall be substantially accurate in all material respects on and as 
of the closing date with the same effect as though such representations and 
warranties had been made or given on and as of the closing date.

6.2     No Litigation or Proceedings. There shall be no litigation or any 
proceeding by or before any governmental agency or instrumentality pending or 
threatened against any party hereto that seeks to restrain or enjoin or 
otherwise questions the legality or validity of the transactions contemplated 
by this Agreement or which seeks substantial damages in respect thereof


7.     Securities Law Provisions.

7.1     Restricted Securities.  The Seller represents that it is aware that 
the shares to be issued to it will not have been registered pursuant to the 
Securities Act of 1933, as amended (the "1933 Act"), or any state securities 
act, and thus will be restricted securities as defined in Rule 144 promulgated 
by the Securities and Exchange Commission (the "SEC").  Therefore, under 
current interpretations and applicable rules, it will probably have to retain 
such shares for a period of at least one year and at the expiration of such 
one year period its sales may be confined to brokerage transactions of limited 
amounts requiring certain notification filings with the SEC and such 
disposition may be available only if the issuer is current in its filings with 
the SEC under the Securities Exchange Act of 1934, as amended, or other public 
disclosure requirements.

                   7.2       Non-distributive Intent.  The Seller covenants 
and warrants that the shares received are acquired for its own account and not 
with the present view towards the distribution thereof and it will not dispose 
of such shares except (I) pursuant to an effective registration statement 
under the 1933 Act, or (ii) in any other transaction which, in the opinion of 
counsel acceptable to the issuer, is exempt from registration under the 1933 
Act, or the rules and
regulations of the SEC thereunder.  In order to effectuate the covenants of 
this subsection 8.2, an appropriate legend will be placed upon each of the 
certificates of common stock of issued or transferred pursuant to this 
Agreement, and stop transfer instructions shall be placed with the transfer 
agent for the securities.

     7.3     Evidence of Compliance with Private Offering Exemption.  The 
Seller hereby represents and warrants that it, through its representative, has 
such knowledge and experience in business and financial matters that it is 
capable of evaluating the risks of this Agreement and the transactions 
contemplated hereby.  Upon the written request of the Purchaser, the Seller 
shall provide the Purchaser with evidence of compliance with the requirements 
of any federal or state exemption from registration.  The Purchaser and the 
Seller shall each file, with the assistance of the other and its respective 
legal counsel, such notices, applications, reports, or other instruments as 
may be deemed by each of them to be necessary or appropriate in an effort to 
document reliance on such exemptions, unless an exemption requiring no filing 
is available in the particular jurisdiction, all to the extent and in the 
manner as may be deemed by such parties to be appropriate.

8.     Closing.

8.1     Time and Place.  The closing of this transaction ("closing") shall 
take place at _________________________, Baton Rouge, Louisiana, at 10:00 
a.m., ___day of ______, 1998, or at such other time and place as the parties 
hereto shall agree upon.  Such date is referred to in this Agreement as the 
"closing date."

8.2     Documents To Be Delivered by the Seller.  At the closing the Seller 
shall deliver to the Purchaser the following documents:

                             a.    An assignment, and other documents 
evidencing the transfer of the Assets to the Purchaser, in form acceptable to 
counsel for the Purchaser.

               b.       Such other documents of transfer, certificates of 
authority, and other documents as the Purchaser may reasonably request.

                  8.3      Documents To Be Delivered by the Purchaser.  At the 
closing the Purchaser shall deliver to the Seller the following documents:

a.  Certificates for the number of shares of common stock of the Purchaser as 
determined in sub-section 1.3 hereof.
 
  b.   Such other documents of transfer, certificates of authority, and other 
documents as the Seller may reasonably request.

9.     Miscellaneous.

     9.1     Notices.  All communications provided for herein shall be in 
writing and shall be deemed to be given or made when served personally or when 
deposited in the United States mail, certified return receipt requested, 
addressed as follows, or at such other address as shall be designated by any 
party hereto in written notice to the other party hereto delivered pursuant to 
this subsection:

Purchaser:                         Sunni M. Wooley     
                                   Consolidated Medical Management, Inc.
                                   13005 Justice Ave.
                                   Baton Rouge, La. 70816
                              
               Seller:             Michael Frith, President     
                                   Louisiana Mobile Imaging, Inc.
                                   14076 Hwy 44
                                   Gonzales, La.  70737

9.2     Default.  Should any party to this Agreement default in any of the 
covenants, conditions, or promises contained herein, the defaulting party 
shall pay all costs and expenses, including a reasonable attorney's fee, which 
may arise or accrue from enforcing this Agreement, or in pursuing any remedy 
provided hereunder or by the statutes of the State of Louisiana.

9.3   Successors and Assigns.  This Agreement shall be binding upon and shall 
inure to the benefit of the parties hereto, their heirs, executors, 
administrators, successors and assigns.
9.4   Partial Invalidity.  If any term, covenant, condition, or provision of 
this Agreement or the application thereof to any person or circumstance shall 
to any extent be invalid or unenforceable, the remainder of this Agreement or 
application of such term or provision to persons or circumstances other than 
those as to which it is held to be invalid or unenforceable shall not be 
affected thereby and each term, covenant, condition, or provision of this 
Agreement shall be valid and shall be enforceable to the fullest extent 
permitted by law.

9.5     Entire Agreement This Agreement constitutes the entire understanding 
between the parties hereto with respect to the subject matter hereof and 
supersedes all negotiations, representations, prior discussions, and 
preliminary agreements between the parties hereto relating to the subject 
matter of this Agreement.

9.6   Interpretation of Agreement.  This Agreement shall be interpreted and 
construed as if equally drafted by all parties hereto.

                       9.7     Survival of Covenants, Etc, All covenants, 
representations, and warranties made herein to any party, or in any statement 
or document delivered to any party hereto, shall survive the making of this 
Agreement and shall remain in full force and effect until the obligations of 
such party hereunder have been fully satisfied.

9.8     Further Action.  The parties hereto agree to execute and deliver such 
additional documents and to take such other and further action as may be 
required to carry out fully the transactions contemplated herein.

9.9     Full Knowledge.  By their signatures, the parties acknowledge that 
they have carefully read and fully understand the terms and conditions of this 
Agreement, that each party has had the benefit of counsel, or has been advised 
to obtain counsel, and that each party has freely agreed to be bound by the 
terms and conditions of this Agreement.

9.10     Headings.  The descriptive headings of the various sections or parts 
of this Agreement are for convenience only and shall not affect the meaning or 
construction of any of the provisions hereof.

9.11     Counterparts.  This Agreement may be executed in two or more 
partially or fully executed counterparts, each of which shall be deemed an 
original and shall bind the signatory, but all of which together shall 
constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto executed the foregoing Agreement as of 
the day and year first above written.

PURCHASER:                        Consolidated Medical Management, Inc.



     By_________________________________
      Sunni M. Wooley                     President




SELLER:                                 Louisiana Mobile Imaging, Inc.


     By _______________________________
      Michael Frith                           President


                                        Schedule  B

LIABILITIES ASSUMED
     There will be no liabilities assumed, however the Purchaser will sign a 
lease with Louisiana Mobile Imaging, Inc. for the equipment listed on Schedule 
"A".

AMENDMENT      TO
ASSET PURCHASE AGREEMENT

     Reference is made to an Agreement dated September 1. 1998, between 
Consolidated Medical Management, Inc., ( hereinafter the "Purchaser" ), and 
Louisiana Mobile Imaging, Inc., ( hereinafter called "Seller" ) 
     Where as the Purchaser and the Seller has agreed to amend the Asset 
Purchase Agreement dated September 1, 1998, to read as follows:

     Shares to be issued:  In exchange for the transfer of the Assets pursuant 
to sub-section 1.1 hereof, the Purchaser shall on the closing date, and 
contemporaneously with such transfer of the Assets to it by the Seller, issue 
and deliver to the Seller 100,000 shares of Rule 144 Common stock of the 
Purchaser.

IN WITNESS WHEREOF, the parties hereto execute the foregoing Agreement this 17 
day of September, 1998.



PURCHASER:                    Consolidated Medical Management, Inc.


                              By: _____________________________
                                     Sunni M. Wooley          President


SELLER:                        Louisiana Mobile Imaging, Inc.


                              By: ______________________________
                                    Michael Frith             President


Exhibit 3.1
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF CONSOLIDATED MEDICAL MANAGEMENT, INC.


Consolidated Medical Management, Inc. by and through the undersigned, 
constituting the President and Secretary of such entity, hereby amends the 
Articles of Incorporation of said corporation as follows:

     The name of the corporation is Consolidated Medical Management, Inc.
     Article V of the Articles of Incorporation is amended to read as follows:
     The stock of the corporation shall consist of common stock in the amount 
of fifty million (50,000,000) shares of the par value of $0.001 each; 
Preferred stock in the amount of twenty million (20,000,000) shares of the par 
value of $0.001 each.  The Board of Directors shall have the authority to 
determine, in whole or in part, the preferences, limitations, and relative 
rights, within the limits set forth in Section 35-1-618 of the Montana 
Business Corporation Act, of the preferred shares or one or more series of 
preferred shares before the issuance of any shares of that series.     
     The foregoing amendment was adopted by the shareholders at a special 
meeting held on October 7, 1998.
     The number of shares of common stock outstanding and entitled to vote 
upon such amendment was 5,346,057.  The number of votes indisputably 
represented at the meeting was 4,890,000.
     The number of shares voted for the amendment was 4,890,000, against was 
0, and abstained was 456,057.

Dated October 7, 1998          Consolidated Medical Management, Inc.
                               By /s/ Sunni M. Wooley    
                               Sunni M. Wooley, President
Attest:
                               /s/ Peggy Behrens Peggy Behrens, Secretary
Exhibit 3.2

     ARTICLES OF AMENDMENT
     OF CONSOLIDATED MEDICAL, INC.
     FOR THE CREATION OF TWO NEW SERIES OF PREFERRED STOCK


Consolidated Medical Management, Inc. (the "Company"), by and through the 
undersigned, constituting the President and Secretary of such entity, hereby 
amends the Articles of Incorporation of said corporation as follows:

1.     The name of the corporation is Consolidated Medical Management, Inc.

2.     The following amendment to the Articles of Incorporation setting forth 
the terms of the Series "A" $12.50 Convertible Preferred Stock was duly 
adopted by the Board of Directors on October 7, 1998:

A new series, the distinguishing designation of which new series is "Series 
'A' $12.50 Preferred Stock," of the presently authorized but unissued 
Preferred Stock, par value of $0.001 per share, of the Company be and it 
hereby is established upon the terms set forth below, pursuant to Article V of 
the Articles of Incorporation of the Company, as amended:

a.     The number of authorized shares of the Series "A" $12.50 Preferred 
Stock is 2,159,913 shares.

b.     Dividends on the Series "A" $12.50 Preferred Stock shall be 
noncumulative.  However, the holders of such series, in preference to the 
holders of any common stock, shall be entitled to receive, as and when 
declared payable by the Board of Directors from funds legally available for 
the payment thereof, dividends in lawful money of the United States of America 
at the rate per annum fixed and determined as herein authorized for the shares 
of such series, but no more, payable quarterly on the last days of March, 
June, September, and December in each year with respect to the quarterly 
period ending on the day prior to each such respective dividend payment date.  
In no event shall the holders of the Series "A" $12.50 Preferred Stock receive 
dividends of more than one percent (1%) in any fiscal year.  Each share of 
Series "A" $12.50 Preferred Stock shall rank on a parity with each other share 
of preferred stock, irrespective of series, with respect to dividends at the 
respective fixed or maximum rates for such series.

c.     Any holder of the Series "A" $12.50 Preferred Stock may, subject to the 
terms of this paragraph, convert any or all of such shares held by such 
stockholder into fully paid and nonassessable shares of common stock of the 
Company at any time at the rate set forth in this paragraph.  Said shares 
shall be convertible at a rate equal to three (3) shares of common stock of 
the Company for each one (1) share of Series "A" $12.50 Preferred Stock.  The 
Series "A" $12.50 Preferred Stock shall be convertible, in whole or in part, 
at any time after the common stock of the Company shall maintain an average 
bid price per share of at least $12.50 for ten (10) consecutive trading days.  
For purposes of this paragraph the conversion date shall be the date the 
notice of conversion is actually received by the Company.  Any such conversion 
may be effected by holders of the Series "A" $12.50 Preferred Stock by giving 
written notice of election to convert shares of said stock, the number of 
shares and the certificate numbers, and presenting said shares to the Company, 
accompanied by the deposit and surrender of the certificates of such stock 
duly endorsed in blank for transfer.  If at any time, or from time to time, 
the Company shall change, as a whole, any class of stock into which the Series 
"A" $12.50 Preferred Stock is then convertible, into the same or a different 
number of shares, with or without par value, of the same or of any other class 
or classes (hereinafter in this paragraph called the "new stock") any holder 
of such Series "A" $12.50 Preferred Stock, upon conversion thereof, shall be 
entitled to receive, in lieu of the stock which (on conversion immediately 
prior to such change) such stockholder would have become entitled to receive, 
but for such change, a number of shares of new stock equivalent to the number 
that would have been issued for such shares of stock as such stockholder would 
have been entitled to receive on conversion immediately prior to such change.  
The basic conversion value then in force shall thereupon remain unchanged or 
shall be proportionately increased or decreased, as the case may be, in the 
ratio which the number of shares of stock so changed shall bear to the number 
of shares of the new stock.

d.     The shares of the Series "A" $12.50 Preferred Stock shall not have any 
voting rights.

e.     The Series "A" $12.50 Preferred Stock shall not be redeemable by the 
Company.

f.     The preferential amount payable with respect to shares of the Series 
"A" $12.50 Preferred Stock in the event of voluntary or involuntary 
liquidation, dissolution, or winding-up, shall be an amount equal to $5.00 per 
share, plus the amount of any dividends declared and unpaid thereon.

3.     The following amendment to the Articles of Incorporation setting forth 
the terms of the Series "A" $8.00 Convertible Preferred Stock was duly adopted 
by the Board of Directors on October 7, 1998:

A new series, the distinguishing designation of which new series is "Series 
'A' $8.00 Preferred Stock," of the presently authorized but unissued Preferred 
Stock, par value of $0.001 per share, of the Company be and it hereby is 
established upon the terms set forth below, pursuant to Article V of the 
Articles of Incorporation of the Company, as amended:

a.     The number of authorized shares of the Series "A" $8.00 Preferred Stock 
is 1,079,957 shares.

b.     Dividends on the Series "A" $8.00 Preferred Stock shall be 
noncumulative.  However, the holders of such series, in preference to the 
holders of any common stock, shall be entitled to receive, as and when 
declared payable by the Board of Directors from funds legally available for 
the payment thereof, dividends in lawful money of the United States of America 
at the rate per annum fixed and determined as herein authorized for the shares 
of such series, but no more, payable quarterly on the last days of March, 
June, September, and December in each year with respect to the quarterly 
period ending on the day prior to each such respective dividend payment date.  
In no event shall the holders of the Series "A" $8.00 Preferred Stock receive 
dividends of more than one percent (1%) in any fiscal year.  Each share of 
Series "A" $8.00 Preferred Stock shall rank on a parity with each other share 
of preferred stock, irrespective of series, with respect to dividends at the 
respective fixed or maximum rates for such series.

c.     Any holder of the Series "A" $8.00 Preferred Stock may, subject to the 
terms of this paragraph, convert any or all of such shares held by such 
stockholder into fully paid and nonassessable shares of common stock of the 
Company at any time at the rate set forth in this paragraph.  Said shares 
shall be convertible at a rate equal to three (3) shares of common stock of 
the Company for each one (1) share of Series "A" $8.00 Preferred Stock.  The 
Series "A" $8.00 Preferred Stock shall be convertible, in whole or in part, at 
any time after the common stock of the Company shall maintain an average bid 
price per share of at least $8.00 for ten (10) consecutive trading days.  For 
purposes of this paragraph the conversion date shall be the date the notice of 
conversion is actually received by the Company.  Any such conversion may be 
effected by holders of the Series "A" $8.00 Preferred Stock by giving written 
notice of election to convert shares of said stock, the number of shares and 
the certificate numbers, and presenting said shares to the Company, 
accompanied by the deposit and surrender of the certificates of such stock 
duly endorsed in blank for transfer.  If at any time, or from time to time, 
the Company shall change, as a whole, any class of stock into which the Series 
"A" $8.00 Preferred Stock is then convertible, into the same or a different 
number of shares, with or without par value, of the same or of any other class 
or classes (hereinafter in this paragraph called the "new stock") any holder 
of such Series "A" $8.00 Preferred Stock, upon conversion thereof, shall be 
entitled to receive, in lieu of the stock which (on conversion immediately 
prior to such change) such stockholder would have become entitled to receive, 
but for such change, a number of shares of new stock equivalent to the number 
that would have been issued for such shares of stock as such stockholder would 
have been entitled to receive on conversion immediately prior to such change.  
The basic conversion value then in force shall thereupon remain unchanged or 
shall be proportionately increased or decreased, as the case may be, in the 
ratio which the number of shares of stock so changed shall bear to the number 
of shares of the new stock.

d.     The shares of the Series "A" $8.00 Preferred Stock shall not have any 
voting rights.

e.     The Series "A" $8.00 Preferred Stock shall not be redeemable by the 
Company.

f.     The preferential amount payable with respect to shares of the Series 
"A" $12.50 Preferred Stock in the event of voluntary or involuntary 
liquidation, dissolution, or winding-up, shall be an amount equal to $5.00 per 
share, plus the amount of any dividends declared and unpaid thereon.

Dated: November 16, 1998               Consolidated Medical Management, Inc.

Attest:
                                         By      
                                          Sunni M. Wooley, President

                                          Peggy D. Behrens, Secretary

Exhibit 4.1 Form of Series "A" $12.50 preferred stock certificate

Number ____      _______ Shares

     CONSOLIDATED MEDICAL MANAGEMENT, INC.
     (A Montana Corporation)

     Series "A" $12.50 Convertible Preferred Stock (Par Value $.001)


THIS CERTIFIES that __________________ is the owner of ______________________ 
fully paid and non-assessable shares of Series "A" $12.50 Convertible 
Preferred Stock of Consolidated Management, Inc., a Montana corporation (the 
"Company") transferable only on the books of the Company by the holder hereof 
in person or by duly authorized Attorney upon surrender of this Certificate 
properly endorsed.  The shares of Series "A" $12.50 Convertible Preferred 
Stock issued by the Company are subject to the following terms:

a.     The number of authorized shares of the Series "A" $12.50 Preferred 
Stock is 2,159,913 shares.

b.     Dividends on the Series "A" $12.50 Preferred Stock shall be 
noncumulative.  However, the holders of such series, in preference to the 
holders of any common stock, shall be entitled to receive, as and when 
declared payable by the Board of Directors from funds legally available for 
the payment thereof, dividends in lawful money of the United States of America 
at the rate per annum fixed and determined as herein authorized for the shares 
of such series, but no more, payable quarterly on the last days of March, 
June, September, and December in each year with respect to the quarterly 
period ending on the day prior to each such respective dividend payment date.  
In no event shall the holders of the Series "A" $12.50 Preferred Stock receive 
dividends of more than one percent (1%) in any fiscal year.  Each share of 
Series "A" $12.50 Preferred Stock shall rank on a parity with each other share 
of preferred stock, irrespective of series, with respect to dividends at the 
respective fixed or maximum rates for such series.

c.     Any holder of the Series "A" $12.50 Preferred Stock may, subject to the 
terms of this paragraph, convert any or all of such shares held by such 
stockholder into fully paid and nonassessable shares of common stock of the 
Company at any time at the rate set forth in this paragraph.  Said shares 
shall be convertible at a rate equal to three (3) shares of common stock of 
the Company for each one (1) share of Series "A" $12.50 Preferred Stock.  The 
Series "A" $12.50 Preferred Stock shall be convertible, in whole or in part, 
at any time after the common stock of the Company shall maintain an average 
bid price per share of at least $12.50 for ten (10) consecutive trading days.  
For purposes of this paragraph the conversion date shall be the date the 
notice of conversion is actually received by the Company.  Any such conversion 
may be effected by holders of the Series "A" $12.50 Preferred Stock by giving 
written notice of election to convert shares of said stock, the number of 
shares and the certificate numbers, and presenting said shares to the Company, 
accompanied by the deposit and surrender of the certificates of such stock 
duly endorsed in blank for transfer.  If at any time, or from time to time, 
the Company shall change, as a whole, any class of stock into which the Series 
"A" $12.50 Preferred Stock is then convertible, into the same or a different 
number of shares, with or without par value, of the same or of any other class 
or classes (hereinafter in this paragraph called the "new stock") any holder 
of such Series "A" $12.50 Preferred Stock, upon conversion thereof, shall be 
entitled to receive, in lieu of the stock which (on conversion immediately 
prior to such change) such stockholder would have become entitled to receive, 
but for such change, a number of shares of new stock equivalent to the number 
that would have been issued for such shares of stock as such stockholder would 
have been entitled to receive on conversion immediately prior to such change.  
The basic conversion value then in force shall thereupon remain unchanged or 
shall be proportionately increased or decreased, as the case may be, in the 
ratio which the number of shares of stock so changed shall bear to the number 
of shares of the new stock.

d.     The shares of the Series "A" $12.50 Preferred Stock shall not have any 
voting rights.

e.     The Series "A" $12.50 Preferred Stock shall not br redeemable by the 
Company.

f.     The preferential amount payable with respect to shares of the Series 
"A" $12.50 Preferred Stock in the event of voluntary or involuntary 
liquidation, dissolution, or winding-up, shall be an amount equal to $5.00 per 
share, plus the amount of any dividends declared and unpaid thereon.

IN WITNESS WHEREOF, the said Company has caused this Certificate to be signed 
by its duly authorized officers this ______ day of November 1998.



     
Secretary                              President

The securities represented by this certificate have not been registered under 
the Securities Act of 1933, as amended, and may not be sold or transferred 
unless a compliance with the registration provisions of such Act has been made 
or unless availability of an exemption from such registration provisions has 
been established, or unless sold pursuant to Rule 144 under the Securities Act 
of 1933.



     CERTIFICATE OF TRANSFER

For value received, the undersigned hereby sells, assigns and transfers unto 
______________________ Shares represented by the within Certificate, and hereby 
irrevocably constitutes and appoints ___________________________________ 
Attorney to transfer the said shares on the books of the Company with full 
power of  substitution in the premises.

Dated__________________ 199____



     
Signature

     
Signature Guaranteed


Exhibit 4.2   Form of Series "A" $8.00 preferred stock certificate


Number ___      _______ Shares

     CONSOLIDATED MEDICAL MANAGEMENT, INC.
     (A Montana Corporation)

     Series ?A? 8.00 Convertible Preferred Stock (Par Value $.001)


THIS CERTIFIES that __________________ is the owner of ______________________ 
fully paid and non-assessable shares of Series ?A? $8.00 Convertible Preferred 
Stock of Consolidated Management, Inc., a Montana corporation (the "Company") 
transferable only on the books of the Company by the holder hereof in person 
or by duly authorized Attorney upon surrender of this Certificate properly 
endorsed.  The shares of Series ?A? 8.00 Convertible Preferred Stock issued by 
the Company are subject to the following terms:

a.     The number of authorized shares of the Series ?A? $8.00 Preferred Stock 
is 2,159,913 shares.

b.     Dividends on the Series ?A? $8.00 Preferred Stock shall be 
noncumulative.  However, the holders of such series, in preference to the 
holders of any common stock, shall be entitled to receive, as and when 
declared payable by the Board of Directors from funds legally available for 
the payment thereof, dividends in lawful money of the United States of America 
at the rate per annum fixed and determined as herein authorized for the shares 
of such series, but no more, payable quarterly on the last days of March, 
June, September, and December in each year with respect to the quarterly 
period ending on the day prior to each such respective dividend payment date.  
In no event shall the holders of the Series ?A? $8.00 Preferred Stock receive 
dividends of more than one percent (1%) in any fiscal year.  Each share of 
Series ?A? $8.00 Preferred Stock shall rank on a parity with each other share 
of preferred stock, irrespective of series, with respect to dividends at the 
respective fixed or maximum rates for such series.

c.     Any holder of the Series ?A? $8.00 Preferred Stock may, subject to the 
terms of this paragraph, convert any or all of such shares held by such 
stockholder into fully paid and nonassessable shares of common stock of the 
Company at any time at the rate set forth in this paragraph.  Said shares 
shall be convertible at a rate equal to three (3) shares of common stock of 
the Company for each one (1) share of Series ?A? $8.00 Preferred Stock.  The 
Series ?A? $8.00 Preferred Stock shall be convertible, in whole or in part, at 
any time after the common stock of the Company shall maintain an average bid 
price per share of at least $8.00 for ten (10) consecutive trading days.  For 
purposes of this paragraph the conversion date shall be the date the notice of 
conversion is actually received by the Company.  Any such conversion may be 
effected by holders of the Series ?A? $8.00 Preferred Stock by giving written 
notice of election to convert shares of said stock, the number of shares and 
the certificate numbers, and presenting said shares to the Company, 
accompanied by the deposit and surrender of the certificates of such stock 
duly endorsed in blank for transfer.  If at any time, or from time to time, 
the Company shall change, as a whole, any class of stock into which the Series 
?A? $8.00 Preferred Stock is then convertible, into the same or a different 
number of shares, with or without par value, of the same or of any other class 
or classes (hereinafter in this paragraph called the "new stock") any holder 
of such Series ?A? $8.00 Preferred Stock, upon conversion thereof, shall be 
entitled to receive, in lieu of the stock which (on conversion immediately 
prior to such change) such stockholder would have become entitled to receive, 
but for such change, a number of shares of new stock equivalent to the number 
that would have been issued for such shares of stock as such stockholder would 
have been entitled to receive on conversion immediately prior to such change.  
The basic conversion value then in force shall thereupon remain unchanged or 
shall be proportionately increased or decreased, as the case may be, in the 
ratio which the number of shares of stock so changed shall bear to the number 
of shares of the new stock.

d.     The shares of the Series ?A? $8.00 Preferred Stock shall not have any 
voting rights.

e.     The Series ?A? $8.00 Preferred Stock shall not br redeemable by the 
Company.

f.     The preferential amount payable with respect to shares of the Series 
?A? $8.00 Preferred Stock in the event of voluntary or involuntary 
liquidation, dissolution, or winding-up, shall be an amount equal to $5.00 per 
share, plus the amount of any dividends declared and unpaid thereon.

IN WITNESS WHEREOF, the said Company has caused this Certificate to be signed 
by its duly authorized officers this ______ day of November 1998.



     
Secretary                              President

The securities represented by this certificate have not been registered under 
the Securities Act of 1933, as amended, and may not be sold or transferred 
unless a compliance with the registration provisions of such Act has been made 
or unless availability of an exemption from such registration provisions has 
been established, or unless sold pursuant to Rule 144 under the Securities Act 
of 1933.


     CERTIFICATE OF TRANSFER

For value received, the undersigned hereby sells, assigns and transfers 
unto      
 Shares represented by the within Certificate, and hereby irrevocably 
constitutes and appoints ___________________________________ Attorney to 
transfer the said shares on the books of the Company with full power of  
substitution in the premises.

Dated__________________ 199____



     
Signature


     
Signature Guaranteed

Exhibit 4.3 Form of Debenture


DEBENTURE AGREEMENT
WITH
CONVERSION PRIVILEGES


DUE  _____________________

BATON ROUGE, LOUISIANA                                  (DATE)__________

After date and for value received, Consolidated Medical Management, Inc. 
("CMM") promises to pay to the order of ______________________________ whose 
address is  ____________________________________________________, the sum of 
$_____________ pursuant to the terms hereinafter set forth:

1.     SECURITIES PURCHASED.   The Holder hereof  has purchased as an 
investment a $_________ convertible debenture.  The debenture may be converted 
to _________ shares of the common stock of CMM as further described in the 
Debenture Agreement.

2.       PUBLIC COMPANY.  Holder understands that CMM is presently a privately 
owned Corporation that has full intentions of becoming a publicly traded 
company within a period of Ninety (90) days from the date of this Agreement 
through a reverse merger.  Holder understands this Agreement is structured as 
if the reverse merger has been completed and CMM will be a publicly traded 
company, quoted and listed on the NASDAQ BULLETIN BOARD. 

3.     SENIOR DEBT.   The debenture shall have a preference in liquidation to 
all obligations except bank debt or secured leases.  Upon a liquidation, 
dissolution, bankruptcy or reorganization, or similar transaction by the 
company, the holders of the "senior debt" would be paid in full before payment 
would be made on the debentures.

4.     Security.   The convertible debenture is not secured by any assets of 
CMM.

5.     Conversion.   The convertible debenture holder may convert the 
debenture into Common Stock of the corporation by exercising his right to 
conversion after six (6) months from the date of this debenture or at any time 
thereafter.

Should the Holder elect to exercise his right to conversion, the Corporation 
shall pay any accrued interest on said debenture and issue it's Common Stock 
at Sixty (60) percent of market value (bid price) or Two Dollars and Fifty 
Cents ($2.50), which ever is greater, at the date of conversion in the amount 
of shares necessary to satisfy the debenture.  

When the debenture expires the debenture Holder may elect to take cash only, 
cash and stock, or all stock.  The debenture Holder will advise the 
Corporation ninety (90) days prior, to the due date of the debenture as to the 
payment method desired.

6.     INTEREST.   This debenture shall be subject to an annual interest rate 
of 15% per annum payable monthly during the one year period.  CMM shall be 
obligated to make interest only payments.  The Debenture is due in full 
including all principal and accrued interest on or before _________, 1999.  
Any payments of principal and interest not paid when due shall bear interest 
at a default rate of 15% per annum until paid.

7.     CONVERSION RIGHTS.   In addition to the Conversion Rights discussed in 
paragraph 4 above, the holder shall have the following rights:

     a)     Should the Holder elect to exercise his right to conversion, the 
corporation shall pay in cash upon delivery of the Stock Certificate any 
accrued interest on said debenture less any value of a dividend which has been 
declared but not paid on the date of the election to convert.

     b)     CMM represents and warrants that at the time of making this 
Convertible Debenture Agreement it has sufficient authorized but unissued Par 
Value Common Stock available to satisfy its obligations pursuant to all rights 
of conversion granted hereby and CMM agrees to reserve sufficient common stock 
during the conversion term of this debenture to provide for the conversion of 
this debenture.  Should CMM at any time during the conversion period have a 
capital reorganization, merger, consolidation, stock swap or sell substantially 
all of its assets to any person or corporation, then as part of such merger, 
consolidation or sale, provision shall be made for the Conversion Rights to be 
adjusted in such a manner as to provide for the protection of said rights so 
as to permit the conversion in as nearly equivalent a manner as set forth 
herein as is possible.  CMM shall reserve for issuance upon conversion 
sufficient, equivalent recapitalized equity to meet its obligations hereunder 
during the entire conversion period.

     c)     Upon presentation to CMM at the notice address of (1) a letter 
requesting conversion, (2) the Conversion Form, which is Exhibit "A" attached 
hereto and which provides for the cancellation of the Debenture upon issuance 
of the Common Stock, and (3) the original Debenture Agreement all duly 
executed; CMM shall within 5 business days issue a certificate for the 
appropriate number of shares and send said certificate to the holder postage 
prepaid, registered mail, return receipt or any other manner agreed to by the 
holder and CMM.

     d)     All shares of Common Stock or other securities delivered upon the 
exercise of the rights of conversion shall be validly issued, fully paid and 
non-assessable.

     e)     Irrespective of the date of issuance and delivery of a certificate 
or certificates for any shares of Common Stock issuable upon the exercise of 
conversion rights, each person (including a corporation) in whose name any 
such certificate or certificates is to be issued will for all purposes be 
deemed to have become the holder of record of the Common Stock, the 
securities, and/or property represented thereby on the date on which a duly 
executed notice of exercise of conversion rights and the canceled underlying 
Debenture is delivered to the Company.

     f)     The Holder is not, by virtue of ownership of the convertible 
debenture, entitled to any rights whatsoever of a stockholder of the Company.

8.     Restricted Securities/Restrictions on Assignments.  The undersigned 
Holder      acknowledges that he understands that the securities represented 
by this Convertible 




Debenture have not been registered pursuant to the Securities Act of 1933 or 
pursuant to the laws of the State of Utah or any other state and that the 
company is relying on exemptions from registration of these securities.  Each 
Debenture, and common share which may be issued as a result of the conversion 
of the debenture shall be imprinted with a restrictive legend as follows:

     "This Debenture (Common Stock) and the rights hereunder have not 
been      registered or qualified under federal or state securities laws.  
This Debenture      (Common Stock) may not be assigned unless so registered or 
qualified or unless an      exemption exists, the availability of which is to 
be established by issuer's counsel at      the holder's expense; provided, 
however, if the proposed assignment is made to a      person or entity outside 
of the United States or Canada, and not for the benefit of      or to any U.S. 
or Canadian person, the establishment by issuer's counsel of the      
availability of an exemption from registration shall not be necessary for the 
holder      to make such assignment in the absence of a change of Law or 
Regulation which      would then require proof of exemption or registration of 
such transaction.  The      assignee under any such assignment shall be 
likewise subject to the terms of this      restriction upon any proposed 
assignment or transfer".

This undersigned Holder hereof further acknowledges that he is purchasing this 
debenture as an investment and not with an intent to resell.     

9.     NOTICES.  All notices and communications to any party to this debenture 
shall be in writing and sent to Consolidated Medical Management, Inc., Attn:  
Sunni Wooley, President, at 13005 Justice Ave., Baton Rouge, La.  70816, and 
to the Holder at the address set forth below the Holder's signature or at such 
other place as may be designated in writing by either party hereto.  All 
notices to overseas addresses shall be by telex or FedEx overnight with 
confirmation of receipt required.

10.     General.     
     
     a)     This debenture is being delivered and is intended to be performed 
in the State of Louisiana and shall be construed and enforced in accordance 
with and governed by the laws of such State.  All of the terms of this 
Agreement shall be binding upon and inure to the benefit of and be enforceable 
by the respective successors and assigns of the parties hereto whether so 
expressed or not, and in particular shall inure to the benefit of and be 
enforceable by any holder or holders at the time of the debentures.  This 
Agreement embodies the entire convertible debenture agreement and 
understanding between the undersigned Holder and the company and supersedes 
all prior agreements and understandings relating to the subject matter hereof.

     b)     CMM may not consolidate or merge, or transfer or lease all or 
substantially all of its assets to another corporation unless the other entity 
assumes in writing all of the obligations of the Company under the debentures, 
and that in the case of a transfer or lease of assets, although the successor 
assumes the obligations in writing, the Company shall not be released from its 
obligations to pay principal or interest on the debentures.

     c)     Should the holder lose the Debenture or should it be stolen or 
destroyed, the Company will issue a replacement upon receipt of such 
assurances as may be reasonably requested by the Company.

     d)     Interest is payable on the Debenture from the date of acceptance 
by CMM which date shall not exceed 2 business days from receipt of the 
Subscription Agreement with funds.

     If you agree to the foregoing terms of the Convertible Debenture, please 
sign the form in the place provided for the "Holder" and print or type your 
full name, address, telephone number and social security number and execute 
the attached subscription agreement.  No debenture will be accepted without an 
executed subscription agreement and payment in full which shall not be 
refundable.


     DATED  this ____ day of ______________, 19____.

                         ATTEST:


                         _________________________________
                         Sunni Wooley                President


CMM Debenture Agreement ( 9 ) 

     The foregoing debenture with attached warrant is hereby agreed to as of 
the date hereof.


HOLDER:


____________________________________

Address: ____________________________

         ____________________________

         ____________________________

SS Number: __________________________



CMM Debenture Agreement ( 7c)

EXHIBIT  "A"

(Attached to the Convertible Debenture
dated ________________)


EXERCISE  AGREEMENT


To:                                        Dated:  __________________


     The undersigned, pursuant to the Conversion Rights set forth in the 
attached Debenture hereby agrees to subscribe for and purchase *__________ 
shares of the Common Stock covered by such Debenture and makes payment 
herewith in full therefor by assigning the attached Debenture to Consolidated 
Medical Management, Inc., thereby canceling said debt.


                         Signature: ___________________________________

                                    ___________________________________

                         Address:   ___________________________________

                                    ___________________________________


Exhibit 4.4 Form of Note to Spectrum


PROMISSORY NOTE


DATE:       __________________________

MAKER:     _____________________

PAYEE:           _____________________     

PLACE FOR PAYMENT:     __________________________

PRINCIPAL AMOUNT:  ______________________________     


ANNUAL INTEREST RATE ON UNPAID PRINCIPAL FROM DATE OF FUNDING:

          10%

TERMS OF PAYMENT  (principal and interest):

          Principal and Interest Due on __________________________

ANNUAL INTEREST RATE ON MATURED, UNPAID AMOUNTS:

     Maximum allowed by law

     Maker promises to pay to the Order of Payee at the place for payment and 
according to the terms of payment the principal amount plus interest at the 
rates stated above.

     If this Note is given to an attorney for collection, or if suit is 
brought for collection, or if it is collected through probate, bankruptcy, or 
other judicial proceeding, then Maker shall pay Payee reasonable attorney's 
fees in addition to other amount due.  Reasonable attorney's fees shall be ten 
percent (10%) of all amounts due unless either party pleads otherwise.

     Nothing in this Note shall authorize the collection of interest in excess 
of the highest rate allowed by law.

     This Note shall be construed in accordance with and governed by the laws 
of 
Texas, without regard to conflict of law principles.


                    CONSOLIDATED MEDICAL MANAGEMENT. INC.


                    By: ________________________________________
                         Sunni M. Wooley          President