MANAGEMENT SERVICES AGREEMENT


     THIS AGREEMENT made and entered into effective this 9th day of July,  1996,
by and between INNERCIRCLE GROUP INCORPORATED  hereinafter referred to as "IGI",
and MICROTECH MEDICAL SYSTEMS,  INC., a corporation organized and existing under
the laws of the State of Colorado, hereinafter referred to as "Company".

                               W I T N E S S E T H

     WHEREAS,  the Company  wishes to retain IGI, which is owned by Officers and
Directors  of the  Company to perform  business  and  management  services  with
respect to the general and administrative  day-to-day operations of the Company;
and

     WHEREAS, IGI has certain knowledge and experience related to the activities
of the Company, and to the management services to be performed hereunder; and

     WHEREAS,  IGI performs  similar  business and management  services to other
public and for  private  companies  in order to enable all  companies  to attain
certain  economies and scale,  reduce costs and expenses which Company could not
attain individually;

     WHEREAS,  IGI will become acquainted with the business of the Company,  and
will also receive,  develop or otherwise acquire  information  pertaining to the
Company's business and plans which are confidential to the Company, and

     NOW THEREFORE, the parties agree as follows:

     1.  Work to be performed and services to be rendered.

     a. Under the general supervision and direction of the Board of Directors or
such  other  representative  of  the  Company  so  designated  by the  Board  of
Directors,  IGI shall during the following term from time to time make available
management and  consulting  services as requested as  specifically  described on
Exhibit A, attached hereto and incorporated herein by reference.

     b. Exhibit A shall  constitute  a  requisition  for services of IGI,  which
shall include a definition of the scope of the  enterprises  involved,  together
with any special  requirements,  such as the nature of reports or  documentation
required.  Any  alterations  or changes to the items  specifically  set forth in
Exhibit A shall be in the form of a letter  from the Company  representative  to
IGI, and IGI shall  respond as to whether or not IGI can  undertake  the desired
project,  provide an estimate of the number and type of man-hours  and length of
time  required,  and  applicable  total  compensation  which  may be  necessary.
Thereafter,  the Company shall  respond to IGI in writing  whether to proceed on
the basis outlined via the letter requisition and response.

     c. As part of the management  services  provided Company by IGI pursuant to
Exhibit A, IGI agrees to provide, at its expense,  the following as Officers and
Directors of Company:

     Kenneth M. Cahill        President/CEO and Director
     Darel A. Tiegs           Vice President and Director
     James A. Humpal          Treasurer and Director
     J. Royce Renfrow         Corporate Secretary/General Counsel
                              and Director

     d. IGI agrees to correct any errors  which arise from work  provided to the
Company  which are  brought to IGI's  attention  within  ninety  (90) days after
completion  thereof,  but shall not be liable for any loss or damage arising out
of the Company's  enterprises or other Company  actions  resulting from the work
undertaken by IGI.

     e. This agreement may be terminated at any time by either party for default
of the other including without limitation,  failure to make adequate progress in
the services being  rendered,  without  liability to the party in default except
for payment for acceptable,  properly  completed  service of IGI and theretofore
performed  which may be claimed  and  accepted  by Company at its  option.  This
agreement may be  terminated  by either party upon prior  written  notice thirty
(30) days in advance of the effective  date of  termination.  In the case of IGI
and  ___________  (___)  days in advance  of the  effective  date in the case of
Company.  In the  event of  termination  by  Company  which is not for  cause or
default, Company shall pay compensation to IGI for work theretofore performed at
the rate herein provided.  At Company's request and expense, IGI shall prepare a
report of progress to the date of termination.

     2. Compensation.

     a. In full and complete  consideration of the  satisfactory  performance of
the work and  performance  of services by IGI,  including  attendance at Company
Board Meetings,  the Company will pay IGI as mutually agreed upon by the parties
hereto as set forth in Exhibit A.
          
     3. Confidentiality.

     a. The parties agree that the Company does not wish to acquire from IGI, or
for IGI to either induce the use of or use in connection with the performance of
IGI's services to the Company any  information  which is confidential to a third
party,  acquired  either prior to or subsequent to IGI's retention as management
by the Company.  IGI agrees to maintain such  information and confidence and not
to disclose it to the  Company or any of its  representatives  or to use it in a
course of the discharge of IGI's  responsibilities as management to the Company,
except  with the written  permission  of such third  party.  IGI agrees that all
records, papers, reports, descriptive and pictorial material, printed or written
technical information,  drawings,  reproductions thereof,  samples,  models, and
tools,  applied to or produced by IGI during its  performance  of the work under
this agreement,  shall be considered Company's property, the nature and contents
of which shall not be disclosed to others without prior written  permission from
the Company and shall be delivered to the Company upon completion of the related
portions  of such  work.  IGI  further  agrees  that all  information  regarding
technical arrangements,  procedures, skills, affairs, engineering, developments,
and any other  information  relating  to the  business,  research,  engineering,
developments,  trade secrets,  marketing  plans, or contemplated  actions of the
Company  acquired by IGI in connection  with the  performance of work under this
agreement  will be held in  confidence  by IGI and will not be  disclosed to any
other person,  firm, or corporation  without  Company's  prior written  consent.
Further,  IGI, without the express written  permission of the Company,  will not
use or induce the use of any  confidential  information of the Company on behalf
of any third party.

     b. IGI will  maintain in  confidence  and use best  efforts to preserve the
confidentiality  of  all  information  held  in  confidence  by the  Company  in
connection  with retention as management by the Company or developed or acquired
by IGI and  maintained  in IGI's  custody in the event that IGI  contracts  with
associates  and/or  independent  contractors to assist IGI in the performance of
work  under  this  agreement.   IGI  agrees  that  all  such  associates  and/or
subcontractors  shall  execute  an  agreement  commensurate  in scope  with this
agreement.

     c. IGI will  promptly  and fully  disclose to the Company all  discoveries,
improvements,  designs,  developments  and  ideas  hereinafter  referred  to  as
intellectual  property,  whether  patentable  or not,  conceived by IGI or IGI's
employees or agents  (either  solely or jointly with others)  during the term of
this  agreement  which relate to or which result from or which were suggested by
any of the IGI work that IGI may  perform for the  Company.  IGI agrees that all
such intellectual  property,  whether patentable or not, shall be and remain the
sole and exclusive property of the Company or its nominees, and that any and all
intellectual  property relating in any way to any product,  process,  or service
(including  but not  limited  to  marketing  and  business  plans) for which the
Company retained IGI as management to it in the research,  development,  or sale
thereof, and which IGI, or IGI's employees or agents, disclosed to anyone within
one (1) year after the  termination of this agreement  shall be presumed to have
been made  during the term of this  agreement,  and shall be  presumed to be the
sole and exclusive property of the Company.

     d.  Notwithstanding the above, there shall be no restrictions on the use or
disclosure of information  by IGI of information  received from a third party of
which is  legally  entitled  to make an  unrestricted  disclosure.  The  parties
further  recognize  that IGI  performs  services on behalf of others  during the
pendency of this agreement. IGI in keeping such information, services, and other
matters  regarding such other customers  confidential does not violate the terms
of this agreement.  IGI however  represents to the Company that IGI has no prior
obligations  or  agreements  with others  which would in any way  conflict  with
agreement contained herein.

     e. IGI agrees that all writings  prepared by IGI, IGI's employees or agents
(either  solely or jointly  with  others)  which relate in any way either to the
business and technical activities of the Company shall be deemed "works made for
hire" and all rights therein  including the copyrights or any other rights shall
be the sole  property of the Company,  and that such  writings  shall be held in
confidence  by IGI until written  authorization  to publish is obtained from the
Company or its duly designated representative.

     4. General.

     a. Independent Contractor.  In forming this agreement,  IGI is acting as an
independent  contractor  not as an employee or agent of the Company.  IGI has no
authority  hereunder  to assume  or  create  any  obligation  or  responsibility
expressed  or implied on behalf of or in the name of the  Company or to bind the
Company in any manner whatsoever.

     b. IGI shall not at any time  during the term of this  agreement  and for a
period of one (1) year  thereafter,  without the written consent of the Company,
either directly or indirectly act as management or consultant to any third party
or any  project  which uses or could  reasonably  be  presumed  to use the trade
secret  information  relating to the enterprises being developed  pursuant to or
contemporaneously  with this IGI agreement or to compete with the Company in the
development,  production or sale of any product,  process, or service covered by
trade secrets for which IGI was involved in research,  development,  or sale for
the Company while retained by the Company as management,  directly or indirectly
competing  with  the  Company  in the  "research,  development,  or  sale of any
product,  process or  service"  shall  include but not be limited to engaging in
business as an owner,  partner,  agent or as an employee of any person, firm, or
corporation  which is engaged in  developing,  producing,  or selling a product,
process,  or service or being  interested  directly  or  indirectly  in any such
business conducted by any person, firm or corporation.

     c. The parties  agree that any portion of this  agreement  which a Court of
competent  jurisdiction  shall determine to be void or  unenforceable as against
public policy or for any other reason,  shall be deemed to be severable from the
agreement  and shall have no effect on the other  covenants or provisions in the
agreement. IGI further agrees that the Court shall be empowered upon the request
of the Company to reform and construe  any  provision  which would  otherwise be
void or  unenforceable  in a manner so that it will be valid and  enforceable to
the maximum extent permitted by law.

     d. IGI understands that the confidential  information of the Company is any
information  either  generated or collected by or utilized in the  operations of
the Company which relates to the actual or anticipated  business or research and
development of the Company, or is suggested by or results from any task assigned
to IGI or work  performed  by IGI for or on behalf of the  Company and which has
not been made available generally to the public.

     e. This  agreement  supersedes  all previous  agreements,  written or oral,
relating  to the above  subject  matter  and shall be  changed  only by  written
agreement.  f. That this agreement  shall be construed  according to the laws of
the state of Colorado.


     IN WITNESS  WHEREOF,  the parties have caused this agreement to be executed
effective the date first written above.



MICROTECH MEDICAL SYSTEMS, INC.

BY:

_________________________________       ____________________
                          Date               Title



INNERCIRCLE GROUP INCORPORATED

By:

_________________________________       _____________________
                                                             Date
Title
<PAGE>

                          EXHIBIT A


     1.   Management and Business Services to Be Performed

          (a)    General   and  administrative  business   office
     services,  including  use  of  Class  A  office  space,   as
     necessary,  furniture, equipment, fixtures  and  secretarial
     services.

          (b)   General  legal and accounting services  necessary
     for  the  day-to-day operation of the Company's offices  and
     activities,  not  including  outside  legal  and  accounting
     services.

          (c)  Planning, structuring, development, financing,  if
     applicable,  of projects to be considered on behalf  of  the
     Company, including the completion of projects approved.

          (d)   The  compliance  with appropriate  corporate  and
     securities laws of the state of incorporation of the company
     and  the  United  States, including  filing  of  appropriate
     reports,  forms  and  documents with the various  regulatory
     authorities.

          (e)   Similar services of a scope and upon  such  other
     projects as to which the parties shall agree.

     2.   Compensation

          IGI  shall be paid a minimum of Sixty-Five Thousand and
No/100 ($65,000.00) Dollars per month, commencing the ninth (9th)
day  of  July,  1996  until the termination  of  this  agreement.
Compensation  shall be reviewed every quarter and adjusted  based
upon  performance  and  additional duties undertaken  by  IGI  on
behalf of Company.

     3.   Reimbursement of Costs and Expenses

          IGI  will  be reimbursed by Company for all  costs  and
expenses  reasonably incurred by IGI in the  performance  of  the
services provided for hereinabove, including fees and expenses on
behalf of outside Directors.