SHARE PURCHASE AGREEMENT

     This Share  Purchase  Agreement  ("Agreement"),  dated as of July 23,  2001
among Walter Galdenzi  ("Seller"),  JNS Marketing,  Inc. ("JNS"), and Latinocare
Management, Inc. ("Buyer").


                              W I T N E S S E T H:


A. WHEREAS, JNS is a corporation duly organized under the laws of the State of
Colorado.
B. WHEREAS, Buyer wishes to purchase 3,270,000 of the outstanding common shares
of JNS free and clear of liens and encumbrances from Seller (the "Purchase
Shares").
C. WHEREAS, prior to the transaction Buyer is not an affiliate of JNS.
D. The shares are being purchased to effectuate a change of control which will
result in a share exchange between shareholders of Buyer and JNS, whereby Buyer
becomes a wholly owned subsidiary of JNS.

         NOW, THEREFORE, it is agreed among the parties as follows:

                                   ARTICLE I

                                The Consideration

     1.1 Subject to the conditions set forth herein, Seller shall sell and Buyer
shall purchase  3,270,000  shares of common stock of JNS. The purchase price for
the shares to be paid by Buyer to Seller is $300,000 (the  "Consideration")  for
which $25,000 is herewith paid to M.A. Littman,  as attorney for Seller,  and is
deemed  non-refundable  consideration  to Seller for granting the Share Purchase
Agreement.  The  balance  of the  purchase  price of  $275,000  shall be paid as
follows: cash at closing.

                                   ARTICLE II

                        Closing and Conveyance of Shares

     2.1 The Purchase  Shares shall be delivered and conveyed by Seller to Buyer
with duly executed stock powers, upon receipt of the Consideration by Seller.

<PAGE>

     2.2 Closing  hereunder with delivery of the  consideration and shares shall
occur on or before  August 31, 2001 at 5:00 p.m. PDT ("Closing  Date").  Closing
may occur through use of Federal Express and wire transfers.

                                  ARTICLE III

          Representations, Warranties and Covenants of Seller as to JNS

         Seller and JNS each hereby, jointly and severally, represent, warrant
and covenant to Buyer as follows:

     3.1 JNS is a  corporation  duly  organized,  validly  existing  and in good
standing  under the laws of the State of Colorado,  and has the corporate  power
and authority to own or lease its  properties and to carry on its business as it
is now being conducted.  The Articles of Incorporation and Amendments and Bylaws
of JNS, copies of which have been delivered to Buyer, are complete and accurate,
and the minute books of JNS,  copies of which have also been delivered to Buyer,
contain a record,  which is complete and accurate in all material  respects,  of
all  meetings,  and all  corporate  actions  of the  shareholders  and  Board of
Directors of JNS.

     3.2 The  authorized  capital stock of JNS consists of 50,000,000  shares of
common stock. There are 3,781,455 shares of Common Stock issued and outstanding.
All such  shares of  capital  stock of JNS are  validly  issued,  fully paid and
non-assessable.  JNS has no outstanding  options,  warrants,  or other rights to
purchase, or subscribe to, or other securities  convertible into or exchangeable
for any shares of capital stock of JNS, or contracts or arrangements of any kind
relating to the issuance,  sale or transfer of any capital stock or other equity
securities of JNS except that certain shares must be issued under this agreement
pursuant to Article  9.9 hereof,  to which  Buyer  consents  hereby.  All of the
outstanding shares of capital stock of JNS have been offered,  issued,  sold and
delivered in compliance  with applicable  federal and state  securities laws and
none of such  securities  were,  at the time of issuance,  subject to preemptive
rights.

     3.3 JNS  does  not own  nor has it  owned,  in the  last  five  years,  any
outstanding   shares  of  capital  stock  or  other  equity   interests  of  any
partnership,  joint venture,  trust,  corporation,  limited liability company or
other  entity  and  there are no  obligations  of JNS to  repurchase,  redeem or
otherwise acquire any capital stock or equity interest of another entity.

     3.4 This Agreement has been duly authorized, validly executed and delivered
on  behalf  of the  Seller  and JNS and is a valid  and  binding  agreement  and
obligation of the Seller and JNS  enforceable  against each Seller,  jointly and
severally,  and against JNS in accordance with its terms, subject to limitations
on enforcement  by general  principles of equity and by bankruptcy or other laws
affecting the enforcement of creditors' rights generally, and the Seller and JNS
each  have  complete  and  unrestricted  power  to  enter  into  and,  upon  the
appropriate  approvals  as  required  by law,  to  consummate  the  transactions
contemplated by this Agreement.

     3.5 Neither the making of nor the compliance  with the terms and provisions
of this Agreement and  consummation of the transactions  contemplated  herein by
JNS will  conflict  with or result in a breach or  violation  of the Articles of
Incorporation or Bylaws of JNS, or of any material  provisions of any indenture,

<PAGE>

mortgage,  deed of trust or other material  agreement or instrument to which JNS
is a party or by which it or any of its material properties or assets are bound,
or of any  material  provision of any law,  statute,  rule,  regulation,  or any
existing  applicable  decree,  judgment or order by any court,  federal or state
regulatory  body,  administrative  agency,  or other  governmental  body  having
jurisdiction  over JNS, or any of its  material  properties  or assets,  or will
result in the creation or imposition of any material lien, charge or encumbrance
upon any  material  property  or  assets  of JNS  pursuant  to the  terms of any
agreement or  instrument to which JNS is a party or by which JNS may be bound or
to which any of JNS  property  is subject and no event has  occurred  with which
lapse of time or action by a third  party could  result in a material  breach or
violation of or default by JNS.

     3.6   There  is  no  claim,   legal   action,   arbitration,   governmental
investigation or other legal or administrative proceeding, nor any order, decree
or judgment in progress,  pending or in effect,  or to the best knowledge of the
Seller  threatened  against or relating to JNS or  affecting  any of its assets,
properties,  business or capital stock. There is no continuing order, injunction
or decree of any court,  arbitrator or governmental  authority to which JNS is a
party or by which JNS or its assets,  properties,  business or capital stock are
bound.

     3.7 JNS has accurately prepared and filed all Federal,  state and other tax
returns  required by law,  domestic and foreign,  to be filed by it, has paid or
made  provisions for the payment of all taxes shown to be due and all additional
assessments,  and  adequate  provisions  have  been  and  are  reflected  in the
financial statements of JNS for all current taxes and other charges to which JNS
is subject  and which are not  currently  due and  payable.  None of the Federal
income tax returns of JNS have been audited by the Internal  Revenue  Service or
other foreign  governmental  tax agency.  JNS has no knowledge of any additional
assessments,  adjustments or contingent tax liability (whether federal or state)
pending or threatened  against JNS for any period, nor of any basis for any such
assessment, adjustment or contingency.

     3.8 Seller are the legal,  beneficial and registered owners of the Purchase
Shares,  free and clear of any  liens,  charges,  encumbrances,  voting  trusts,
shareholder agreements or rights of any kind granted to any person or entity, or
any  interest  in or the  right to  purchase  or  otherwise  acquire  any of the
Purchase  Shares  from the Seller at any time upon the  happening  of any stated
event and may transfer such shares without the consent of any third party.  Upon
closing of the  transactions  contemplated  hereby,  the Buyer will  acquire all
right,  title and interest in the Purchase Shares,  free and clear of all liens,
charges  or  encumbrances  except  Seller's  lien and will have all of  Seller's
entire right, title and interest in and to the Purchase Shares.

         3.9 JNS has delivered to Buyer audited financial statements dated
September 30, 2000 and un-audited financial statements for the period ended
March 31, 2001. All such statements, herein sometimes called "JNS Financial
Statements" are complete and correct in all material respects and, together with
the notes to these financial statements, present fairly the financial position
and results of operations of JNS for the periods indicated. All financial
statements of JNS have been prepared in accordance with generally accepted
accounting principles.

         3.10 As of the date hereof, JNS and the Seller hereby, jointly and
severally, represent and warrant that all outstanding indebtedness of JNS is as
shown on the financial statements and all such indebtedness, if any, will be
paid or released by Seller at Closing hereunder.

<PAGE>

         3.11 Since the dates of the JNS Financial Statements, there have not
been any material adverse changes in the business or condition, financial or
otherwise, of JNS. JNS does not have any liabilities, commitments or
obligations, secured or unsecured except as shown on updated financials (whether
accrued, absolute, contingent or otherwise).

     3.12 JNS is not a party to any contract performable in the future except to
issue shares set forth in 7.9 hereof.

     3.13 The representations and warranties of the Seller and JNS shall be true
and correct as of the date hereof.

     3.14 JNS has delivered to Buyer, all of its corporate books and records for
review.

     3.15 JNS has no employee benefit plan in effect at this time.

         3.16 No representation or warranty by JNS or the Seller in this
Agreement, or any certificate delivered pursuant hereto contains any untrue
statement of a material fact or omits to state any material fact necessary to
make such representation or warranty not misleading.

         3.17 Seller or JNS have delivered, to Buyer true and correct copies of
a Form 10KSB filed with by the Securities and Exchange Commission ("SEC") for
the year ended September 30, 2000 and each of its other reports to shareholders
filed with the SEC for the period ended June 31, 2001. JNS is a registered
company under the Securities Exchange Act of 1934, as amended.

         3.18 JNS has duly filed all reports required to be filed by it under
the Securities Exchange Act of 1934, as amended (the "Federal Securities Laws").
No such reports, or any reports sent to the shareholders of JNS generally
contained any untrue statement of material fact or omitted to state any material
fact required to be stated therein or necessary to make the statements in such
report, in light of the circumstances under which they were made, not
misleading.

         3.19 The Seller has not received any general solicitation or general
advertising regarding the shares of Buyer's common stock comprising the
Consideration.

         3.20 JNS has conducted no business in the last two years to date, has
incurred no liabilities except as shown on the financial statements and has no
contract or open account affiliations whatsoever.

<PAGE>


                                   ARTICLE IV

                        Termination of Representation and
               Warranties and Certain Agreements; Indemnification

     4.1 The  respective  representations  and  warranties of the parties hereto
shall survive this  Agreement  for three years and the  covenants  shall survive
hereafter.

     4.2 The right to indemnification, payment of Damages (as defined in section
4.5)  or  other  remedy  based  on any  representation,  warranty,  covenant  or
obligation  of a party  hereunder  shall not be  affected  by any  investigation
conducted  with  respect  to, or any  knowledge  acquired  (or  capable of being
acquired) at any time,  whether  before or after the  execution  and delivery of
this  Agreement,  with respect to the accuracy or  inaccuracy  of or  compliance
with, any such representation, warranty, covenant or obligation.

     4.3 The waiver of any condition to a party's  obligation to consummate  the
transactions  contemplated  hereunder,  where  such  condition  is  based on the
accuracy  of  any  representation  or  warranty,  or on  the  performance  of or
compliance  with any  covenant  or  obligation,  will not  affect  the  right to
indemnification,   payment  of   Damages,   or  other   remedy   based  on  such
representation, warranty, covenant or obligation.

     4.4 JNS and each of the Seller, jointly and severally,  shall indemnify and
hold harmless the Buyer (the "Buyer  Indemnified  Persons") for, and will pay to
the Buyer Indemnified Persons, the amount of, any loss, liability, claim, damage
(including,  without limitation,  incidental and consequential  damages),  cost,
expense  (including,   without  limitation,   interest,   penalties,   costs  of
investigation  and defense and the reasonable fees and expenses of attorneys and
other professional  experts) or diminution of value,  whether or not involving a
third-party  claim  (collectively,  "Damages"),  directly or indirectly  arising
from, attributable to or in connection with:

        (a)   any representation or warranty made by Seller and JNS in this
              agreement or any of Seller's and JNS closing deliveries, that is,
              or was at the time made, false or inaccurate, or any breach of, or
              misrepresentation with respect to, any such representation or
              warranty; and

        (b)   any breach by any of the Seller or JNS of any covenant, agreement
              or obligation of the Seller contained in this agreement.

        (c)   any claims or litigation relating to JNS now pending or threatened
              or which may hereafter be brought against Buyer and/or JNS based
              upon events occurring prior to the date hereof and not
              attributable to the acts of the Buyer.

        (d)   any and all actions, suits, proceedings, claims, demands,
              assessments, judgments, costs, losses, liabilities and reasonable
              legal and other expenses incident to any of the foregoing.

     4.5 The Seller and JNS shall have no  liability  for  indemnification  with
respect to any  representation  or  warranty,  unless,  on or before the [third]
anniversary  of the date  hereof,  the  Buyer  notifies  the  Seller  of a claim
specifying  the basis thereof in  reasonable  detail to the extent then known by
the  Buyer.  A claim with  respect  to any  covenant,  agreement  or  obligation
contained  in  this  agreement,  may  be  made  at any  time  without  any  time
limitation.

     4.6 Promptly after receipt by an  indemnified  party of written notice (the
"Notice of Claim") of the commencement of any action, suit or proceeding against
it, or written threat thereof,  such indemnified party will, if a claim is to be

<PAGE>

made against an indemnifying party under either of said sections, as applicable,
give notice to the indemnifying  party of the commencement of such action,  suit
or proceeding.  The indemnified party shall furnish to the indemnifying party in
reasonable  detail  such  information  as the  indemnified  party  may have with
respect  to  such  indemnification  claims  (including  copies  of any  summons,
complaint  or other  pleading  which may have been  served on it and any written
claim,  demand,  invoice,  billing or other document evidencing or assenting the
same). Subject to the limitations set forth in this section, no failure or delay
by the  indemnified  party in the  performance of the foregoing  shall reduce or
otherwise affect the obligation of the indemnifying  party to indemnify and hold
the  indemnified  party harmless except to the extent that such failure or delay
shall have materially and adversely affected the indemnifying party's ability to
defend against,  settle or satisfy any action,  suit or proceeding the claim for
which the  indemnified  party is  entitled  to  indemnification  hereunder.  The
foregoing  shall not apply to the extent  inconsistent  with the  provisions  of
section 4.8 relating to Proceedings.

     4.7 If the claim or demand  set forth in the  Notice of Claim  given by the
indemnified  party  is a  claim  or  demand  asserted  by  a  third  party,  the
indemnifying  party  shall  have 30 days  after  the Date of  Notice of Claim to
notify the  indemnified  party in writing of its  election  to defend such third
party claim or demand on behalf of the indemnified  party (the "Notice Period");
provided,  however, that the indemnified party is authorized to file any motion,
answer or other pleading which it deems  necessary or appropriate to protect its
interests during the Notice Period.  If the indemnifying  party elects to defend
such third party claim or demand,  the indemnified party shall make available to
the indemnifying party and its agents and  representatives all records and other
materials which are reasonably required in the defense of such third party claim
or demand and shall  otherwise  cooperate  (at the sole cost and  expense of the
indemnifying  party)  with,  and  assist  (at the sole cost and  expense  of the
indemnifying  party) the indemnifying  party in the defense of, such third party
claim or demand, and so long as the indemnifying  party is diligently  defending
such third  party  claim in good  faith,  the  indemnified  party shall not pay,
settle or compromise such third party claim or demand. If the indemnifying party
elects to defend such third party claim or demand,  the indemnified  party shall
have the right to control the  defense of such third  party claim or demand,  at
the indemnified party's own expense. If the indemnifying party does not elect to
defend  such third  party  claim or demand or does not defend  such third  party
claim or demand in good faith,  the  indemnified  party shall have the right, in
addition to any other right or remedy it may have hereunder at the  indemnifying
party's expense, to defend such third party claim or demand.

     4.8 The term  "Date of Notice of Claim"  shall  mean the date the Notice of
Claim is effective pursuant to section 5.5 of this Agreement.

     4.9 A claim for  indemnification for any matter not involving a third-party
claim  may be  asserted  by notice to the  party  from whom  indemnification  is
sought.

     4.10 Any legal action or proceeding  with respect to this  Agreement or any
matters arising out of or in connection with this Agreement or the  transactions
contemplated  hereby or the  documents  executed  and  delivered  in  connection
herewith,  and any action for enforcement of any judgment in respect thereof may

<PAGE>

be  brought in the courts of the State of  Colorado  or of the United  States of
America for the  District of Colorado,  and, by  execution  and delivery of this
Agreement,  the  parties  each  hereby  accepts for itself and in respect of its
property,  generally  and  unconditionally,  the  jurisdiction  of the aforesaid
courts and appellate courts thereof.  The parties irrevocably consent to service
of  process  out of any of the  aforementioned  courts  in any  such  action  or
proceeding in accordance  with the notice  provisions  set forth in Section 5.5.
The  parties  each hereby  irrevocably  waive any  objection  that it may now or
hereafter  have to the  laying  of  venue  of any of the  aforesaid  actions  or
proceedings  arising  out  of  or in  connection  with  this  Agreement  or  the
transactions  contemplated  hereby or the  documents  execute and  delivered  in
connection  herewith  brought in the courts referred to above and hereby further
irrevocably  waive and agree, to the extent  permitted by applicable law, not to
plead or claim in any such court that any such action or  proceeding  brought in
any such court has been brought in an inconvenient  forum.  Nothing herein shall
affect  the  right of any  party  hereto to serve  process  in any other  manner
permitted by law.


                                   ARTICLE V

                              Procedure for Closing

         5.1 At the Closing Date, the purchase and sale shall be consummated
after satisfaction of all conditions precedent set forth in Article VI common
stock certificates of JNS being delivered by Seller, duly executed, for
3,270,000 shares of common stock to Buyer and the delivery of the Consideration
to Seller from Buyer, together with delivery of all other agreements, stock
powers, warranties, and representations set forth in this Agreement.


                                   ARTICLE VI

                           Conditions Precedent to the
                          Consummation of the Purchase

         The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:

         6.1 Seller shall have performed and complied with all of their
respective obligations hereunder which are to be complied with or performed on
or before the Closing Date.

         6.2 No action, suit or proceeding shall have been instituted or shall
have been threatened before any court or other governmental body or by any
public authority to restrain, enjoin or prohibit the transactions contemplated
herein, or which might subject any of the parties hereto or their directors or
officers to any material liability, fine, forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers, have violated any applicable law or regulation or have otherwise
acted improperly in connection with the transactions contemplated hereby, and
the parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which could reasonably be decided adversely to any party hereto or its
directors or officers.

<PAGE>

         6.3 The representations and warranties made by BUYER and SELLER in this
Agreement shall be true as though such representations and warranties had been
made or given on and as of the Closing Date, except to the extent that such
representations and warranties may be untrue on and as of the Closing Date
because of changes caused by transactions suggested or approved in writing by
BUYER.

         6.4 All outstanding liabilities of JNS shall have been paid and
released at or prior to closing.

         6.5 Any obligation of Seller and JNS hereunder is specifically
conditioned upon: a) Buyer having executed the Share Exchange Agreement attached
hereto as Exhibit A; b) the delivery of all executed documents necessary to
carry out the Share Exchange Agreement attached hereto with Shareholders of LMI;
and c) the completed closing and Share Exchange under said Agreement, occurring
simultaneously with the Closing hereunder.

         6.6 Buyer agrees, as an inducement to seller to enter into this
agreement, to the prior adoption of a "poison pill" resolution by the Board of
Directors of JNS and which shall be a continuing covenant surviving the closing
under this Agreement, providing for a two year period within which no actions
will be taken by the Company or its shareholders which would reverse split,
consolidate, reorganize, merge, or in any way reduce the number of outstanding
shares of stock of JNS or any successor company (which shall be known as the
"no-reverse covenant"). In the event that the "no-reverse covenant" is breached,
the resolution and this covenant shall provide that it shall trigger a grant by
JNS of an immediate mandatory dividend to each shareholder as of August 31, 2001
or the day prior to closing, whichever is earlier, for each share owned after
the reverse split, consolidation, merger, or reduction of outstanding shares of
a number of shares inversely proportional to the amount of the reverse split,
except that shares subsequently retired to treasury or cancelled of record shall
be excluded from the dividend.


                                   ARTICLE VII

                           Termination and Abandonment


         7.1 Anything contained in this Agreement to the contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to or on the Closing Date:

         (a)      By mutual consent of parties;

         (b)      By Seller or Buyer, if any condition set forth in Article VI
                  relating to the other party has not been met or has not been
                  waived;

         (c)      By Seller or Buyer, if any suit, action, or other proceeding
                  shall be pending or threatened by the federal or a state
                  government before any court or governmental agency, in which
                  it is sought to restrain, prohibit, or otherwise affect the
                  consummation of the transactions contemplated hereby;

<PAGE>


         (d)      By any party, if there is discovered any material error,
                  misstatement or mission in the representations and warranties
                  of another party; or

         (e)      By the Seller, if the Closing does not occur, through no
                  failure to act by Seller, on August 31, 2001, or if Buyer
                  fails to deliver the consideration.

         7.2 Any of the terms or conditions of this Agreement may be waived at
any time by the party which is entitled to the benefit thereof, by action taken
by its Board of Directors provided; however, that such action shall be taken
only if, in the judgment of the Board of Directors taking the action, such
waiver will not have a materially adverse effect on the benefits intended under
this Agreement to the party waiving such term or condition.


                                  ARTICLE VIII

                         Continuing Representations and
                            Warranties and Covenants

         8.1 The respective representations, warranties, and covenants of the
parties hereto and the covenants and agreements of the parties hereto shall
survive after the closing under this Agreement in accordance with the terms
thereof.


                                   ARTICLE IX

                                  Miscellaneous

         9.1 This Agreement embodies the entire agreement between the parties,
and there have been and are no agreements, representations or warranties among
the parties other than those set forth herein or those provided for herein,
except that a companion document, the Share Exchange Agreement, has been
executed concurrently which contains numerous warranties and representations.

         9.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument.

         9.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.

         9.4      This Agreement may not be amended except by written consent of
both parties.

         9.5 Any notices, requests, or other communications required or
permitted hereunder shall be delivered personally or sent by overnight courier
service, prepaid, addressed as follows:

<PAGE>


To Seller:        Walter Galdenzi
                  17776 Tomball Parkway, #31A
                  Houston, TX  77064


To Buyer:         Latinocare Management, Inc.
                  4150 Long Beach Boulevard
                  Long Beach, California 990807

Copy to:


or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.

         9.6 No press release or public statement will be issued relating to the
transactions contemplated by this Agreement without prior approval of Buyer and
Seller. However, JNS may issue at any time any press release or other public
statement it believes on the advice of its counsel it is obligated to issue to
avoid liability under the law relating to disclosures, but the party issuing
such press release or public statement shall make a reasonable effort to give
the other party prior notice of and opportunity to participate in such release
or statement.

         9.7 This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall be considered one and
the same agreement. This Agreement may be executed by facsimile signatures.

         9.8 This Agreement shall be governed by and construed in accordance
with and enforced under the laws of the state of Colorado applicable to all
agreements made hereunder. Venue and jurisdiction for any legal actions
hereunder shall be District Court in and for the City and County of Denver,
Colorado.

     9.9 Concurrent with closing under this Agreement, Buyer shall be authorized
to issue JNS shares for services rendered as follows:

         a.       20,000 shares (Registered under S-8) to Henry F. Schlueter for
legal services rendered to JNS in 1998-1999, and 50,000 shares registered under
S-8 to M.A. Littman for legal services rendered in 2001 for securities filings
and contracts.

         b.       50,000 shares (restricted) to Jarrold Bachmann, and 95,000
shares (restricted) to Steve Naremore for consulting services rendered in
structuring the transaction.

         c.       Gencorp Enterprises, Inc. 100,000 shares of restricted stock.

         9.10 From the initial consideration paid to Seller at Closing
hereunder, Seller agrees that the following cash fees shall be paid: $35,000 to
M.A. Littman for legal services and costs for JNS relating to the transaction

<PAGE>

(less credit of $25,000) and $40,000 to Jarrold Bachmann for consulting services
rendered. These fees to be paid out of proceeds received by JNS, all payments
are to come directly from JNS and are not the responsibility of LatinoCare
Management Corporation to pay or assure payment thereof.

         9.11 Concurrent with the execution hereof, Buyer shall provide a "Cold
Comfort" letter from its Auditors that the Auditors can and will deliver audited
financial statements of Buyer pursuant to Reg. SB of the Securities Exchange Act
of 1934, on or before 45 days after closing which audit is in accordance with
GAAP standards.

         9.12 In the event of a breach or default of this Agreement or any of
the continuing covenants hereunder which results in a party, or any affected
shareholder who is a beneficiary of a surviving or continuing covenant,
commencing legal action the prevailing party in such legal action shall be
entitled to an award of all legal fees and costs of the action, against the
non-prevailing party.

     IN WITNESS WHEREOF,  the parties have executed this Agreement this 23rd day
of July, 2001.

                                 SELLER:

                                 /s/ Walter Galdenzi
                                 ---------------------------------
                                 Walter Galdenzi


                                 JNS Marketing, Inc.

                                 By: /s/ Walter Galdenzi
                                    -------------------------------------------


                                 BUYER:

                                 Latinocare Management, Inc.


                                 By: /s/ Jose J. Gonzalez
                                    -------------------------------------------