Exhibit 10.53  MANAGEMENT SERVICES AGREEMENT  BETWEEN  PRO MED HEALTH CARE ADMINISTRATORS  AND  POMONA VALLEY MEDICAL GROUP, INC.,
D.B.A. PRO MED HEALTH NETWORK  EFFECTIVE:  OCTOBER
1, 1998


MANAGEMENT SERVICES
AGREEMENT  TABLE OF CONTENTS  PAGE1.
  
  Services
  to be Performed and Manner of Performance
  
  12.
  
  Facilities
  and Personnel
  
  13.
  
  Fees
  
  14.
  
  Payor
  
  25.
  
  IPAs Plan
  Account and Payment of Revenues
  
  26.
  
  Term
  
  27.
  
  Termination
  
  28.
  
  Liabilities
  and Obligations
  
  39.
  
  Indemnification
  
  410.
  
  Accounting
  Records
  
  411.
  
  Professional
  Services
  
  412.
  
  Additional
  Services
  
  413.
  
  Books and
  Records
  
  414.
  
  Independent
  Contractor
  
  515.
  
  Assignments
  
  516.
  
  Entire
  Agreement: Amendments
  
  517.
  
  Compliance
  with State and Federal Law
  
  518.
  
  Force
  Majeure
  
  519.
  
  Enforcement
  Overpayment
  
  520.
  
  Expenses
  
  521.
  
  Arbitration
  
  622.
  
  Confidentiality
  
  623.
  
  Notices
  
  6SIGNATURES
  
  6FEES AND
  SERVICES EXHIBITSEXHIBIT I
  Fees
  
  8EXHIBIT II
  Services
  
  9EXHIBITIII
  Compensation
  
  11


MANAGEMENT SERVICES AGREEMENT  THIS MANAGEMENT SERVICES AGREEMENT (hereinafter referred to as Agreement)
is made and entered into as of the FIRST day of October, 1998, by and between
PRO MED HEALTH CARE ADMINISTRATORS, INC. a California corporation (hereinafter
referred to as ProMed HCA) and POMONA VALLEY MEDICAL GROUP, INC., D.B.A. PRO
MED HEALTH NETWORK, a California professional corporation (hereinafter referred
to as IPA).  RECITALS  WHEREAS, ProMed HCA is a company that provides management services to
Independent Practice Associations (IPAs) and other medical organizations, and  WHEREAS, IPA is a physician organization organized as a California
professional medical corporation, which has entered into written service
agreements with managed care or health maintenance organizations (HMOs),
licensed pursuant to the California Knox-Keene Act of 1975, and has as its
primary objective to deliver or arrange for the delivery of health care
services to the HMOs Enrollees, through the IPAs arrangements or contracts
with health professionals, all of whom are licensed, certified, or otherwise
lawfully qualified to practice their professions in the State of California,
and  WHEREAS, IPA desires to have ProMed HCA provide management services and
ProMed HCA is willing to provide such services, under the terms and conditions
set forth in this Agreement.  NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth and in exchange for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:  1.Services to be Performed and Manner of Performance.  ProMed
HCA shall perform the services set forth in the Fees and Services Exhibits, Exhibit II,
which is an essential part of this Agreement. 
The services required to be performed by ProMed HCA shall be limited to
the services set forth in the Fees and Services Exhibits, Exhibit II.  ProMed HCA shall perform said services
consistently with the terms and conditions of the contracts between IPA and its
contracting Payors and within the framework of the policies, interpretations,
rules, practices and procedures made or established by IPA, provided that such
terms and conditions are made known to ProMed HCA and are consistent and
compatible with the description of services set forth in the Fees and Services
Exhibits, Exhibit II, and with all applicable state and federal laws and
regulations.  2.Facilities and Personnel.  ProMed
HCA shall maintain the facilities and personnel necessary to provide the
services to be performed by it under this Agreement.  3.Fees.  IPA agrees to
pay to ProMed HCA for the services provided under this Agreement the fees set
forth on the Fees and Services Exhibits, Exhibit I, which is an
essential part of this Agreement.  1


4.Payor.  Payor shall be
defined as the managed care or health maintenance organization (HMO),
government agency, employer or other organization which has entered into an
agreement with IPA under which IPA provides medical services to employees,
members or Enrollees (Enrollees) based on payments made by the Payor, subject
to the benefits, copayments, limitations and exclusions set forth in the
agreement between the Payor and Enrollees. 
Payor may also mean any other payment source including but not limited
to, Enrollees, coordination of benefits carriers, reinsurance and stop loss
carriers, institutional providers, ancillary providers and third party
liability payors.  5.IPAs Plan Account and Payment of Revenues.  The
contract between IPA and its contracting Payor shall establish a set of
benefits and other provisions which, for the purposes of this Agreement will be
referred to as a Plan.  ProMed HCA
shall establish a Plan Account to be used to pay all Expenses arising under the
Plan as defined in Exhibit III, attached hereto.  Payments made from Plan Account will be in
the amount of Cost of Services and Other Liabilities as defined in Section 20,
currently paid by ProMed HCA, any Additional Services provided per Section 12,
plus fees agreed upon in the Fees and Services Exhibits, Exhibit I.  To assure the adequacy of funds to pay all
Expenses under such accounts, IPA agrees to pay to ProMed HCA all of IPAs
revenues under all Payor agreements and all revenue paid to IPA by any other
Payor as defined in Section 4 above. 
Such payment of revenue is intended to comply fully with relevant state
and federal law.  ProMed HCA shall accept
perpetual and unilateral control over the assets of IPA and will assume risk
for IPA revenue control.  ProMed HCA will
administer all revenues paid by IPA according to the provisions of Section 20.  Expenses and Exhibit III, Compensation,
an essential part of this Agreement.  6.Term.  The term of
this Agreement shall be for a period of twenty (20) years, commencing October I,
1998 and ending September 30, 2018, and shall be automatically renewed for
successive five(5)year periods, unless terminated as hereinafter
provided.  7.Termination.  A.          Without Cause:  After the first anniversary date of this
Agreement, either party shall have the right to terminate this Agreement
without cause, effective on any subsequent anniversary date, by giving the
other party advance written notice at least one hundred twenty (120) days prior
to the anniversary date.  B.           With Cause:  ProMed HCA may terminate this Agreement
immediately upon delivery of written notice if:  1.            IPA is unable to lawfully operate
under its articles of incorporation and bylaws, or  2.            IPA or a substantial number of its
member physicians are unable to secure and maintain the required professional
liability insurance, or  3.            In the event of a commission of a
material fraudulent act by IPA.  2


C.          Either patty may terminate this
Agreement for cause by providing thirty (30) days written notice to the other
party specifying material breach of the provisions of this Agreement.  The remedy of such breach will result in the
uninterrupted continuance of the Agreement within the remaining term, provided
that such remedy occurs within twenty (20) days of the receipt of such notice,
or if the breach is failure by IPA to make payments required under this
Agreement, then within ten (10) days of the receipt of such notice.  Circumstances beyond the control of either
party, such as acts of God, shall not be construed as constituting material
breach of this Agreement.  D.          The Parties agree that significant
time and effort has been spent by ProMed HCA in the development of managed care
agreements and in the maintenance of said managed care agreements.  IPA also understands and agrees this is an
on-going, time consuming process, and that in the event of termination of this
Agreement:  1.            By IPA without cause, IPA shall pay
to ProMed HCA, or;  2.            By ProMed HCA for cause, IPA agrees
to pay to ProMed HCA:  An amount equal to one hundred (100%) percent of the
IPAs Total Gross Revenue collected in the twelve (12) months prior to the
termination date  Total Gross Revenue is defined as the total amounts actually received
from all Payors on a capitated per member per month basis prior to any
deductions, plus the total amounts actually received from all other payment
sources for any payments, reimbursements, compensation and incentive payments
dueIPA.  For
the purposes of this Agreement, risk sharing funds are included in the
definition of Total Gross Revenue.  E.If IPA
terminates this Agreement without cause or if ProMed HCA terminates this
Agreement with cause, IPA shall be responsible to continue payment of ProMed
HCA Management Fee in effect at the time of termination, for a period of one (1) year
following termination of Agreement.  The
above-referenced payments in case of termination of this Agreement, stated in
section D above, shall not apply if IPA terminates this Agreement due to the
sale of all or substantially all of the stock or assets of IPA to another
entity which also holds a Management Services Agreement with ProMedHCA.  F.           Upon termination of this Agreement,
ProMed HCA shall not be responsible for claims adjudication or issuing of
claims payments for any claims received on and/or after the date of termination.  In the event the parties desire to have
ProMed HCA continue processing claims, such services will be engaged in and
rendered only pursuant to a separate written agreement.  8.Liabilities and Obligations.  ProMed
HCA shall have no responsibility, risk, liability or obligation for the funding
of the Plan or for any extended liabilities for the Plan whether resulting from
the termination of the Plan or from a change to fully or partially insured
funding methods.  Such responsibility,
risk, liability or obligation shall reside solely with IPA, IPAs contracting
Payor and such other entities as are designated in the Plan.  3


9.Indemnification.  ProMed HCA shall indemnify and
hold harmless IPA against any loss, claim or judgment, including reasonable
attorneys fees, resulting from the negligent acts or omissions or willful
misconduct of ProMed HCA.  IPA agrees to indemnify and hold harmless ProMed HCA against any
expenses, loss, claim or judgment, including reasonable attorneys fees,
arising out of or resulting from negligent acts or omissions or willful
misconduct of IPA.  In addition, IPA shall indemnify and hold harmless ProMed HCA for
losses, claims or judgments arising out of ProMed HCAs performance of its
services hereunder where ProMed HCA has substantially adhered to the framework
of policies and procedures made or established by IPA and made known to ProMed
HCA and has otherwise performed its services without gross negligence or
willful misconduct and in accordance with industry practices.  10.Accounting Records.  If requested
by IPA, ProMed HCA shall prepare and maintain records of the accounting of the
Plan funds based upon information provided to ProMed HCA for this purpose by
IPA.  ProMed HCA shall make such records
available within forty-five (45) days of the end of the calendar month in
question.  Said records are defined in
the Fees and Services Exhibit, Exhibit II, Sections 2 and 5.  11.Professional Services.  Except as
otherwise specifically provided in any services exhibit attached hereto, ProMed
HCA shall not be required to provide any legal or other professional services
to IPA nor shall ProMed HCA be responsible for providing the services of an
independent accountant, actuary or auditor.  12.Additional Services.  Without the
prior written approval from ProMed I-ICA, IPA shall make changes in the Plan
effective only on the anniversary dates of the documents governing the Plan,
unless otherwise required by applicable law or regulation.  In the event such changes require additional
services to be performed by ProMed HCA, the cost of such services shall be
borne by IPA and upon approval by IPA, such costs will be deducted by ProMed
HCA from Plan Account.  13.Books and Records.  ProMed HCA shall maintain all
records pertaining to the services to be performed by it hereunder.  ProMed HCA shall disclose the information of
such records only to IPA or as designated in writing by IPA to IPAs designee
or to a person who has obtained an order of a court of competent jurisdiction
requiring such disclosure.  Upon termination of this Agreement, ProMed HCA shall deliver to IPA,
upon written request within a time period mutually agreeable, but in no event
greater than six (6) months from the date of termination, information on
all claim histories for the two (2) years immediately preceding the
termination of this Agreement if ProMed HCA has provided administrative
services under this Agreement and/or all files and documents pertaining to
consulting services if ProMed HCA has provided consulting services under this
Agreement.  If such information or claim histories is so requested, the IPA agrees
to pay all costs incurred by ProMed HCA in providing such information and
records, including but not limited to, the costs of programming computer
changes and mailing.  If additional  4


information is requested
by IPA subsequent to the termination of this Agreement, ProMed HCA shall take
reasonable steps to provide such information and IPA agrees to pay all costs
incurred by ProMed H CA in providing such information, including but not
limited to, the costs of programming computer changes and mailing.  ProMed HCA shall be entitled to retain copies
of all such records at its own expense.  14.Independent Contractor.  It is
understood and agreed by the parties hereto that ProMed HCA is engaged to
perform under this Agreement as an independent contractor and there is no employee-employer
relationship between the parties, nor is there any intent to form any
attachment or affiliation between the parties as a result of this Agreement not
specified in this Agreement.  15.Assignments.  Neither party shall assign nor delegate to any
other person or entity the duties, obligations or responsibilities imposed upon
it by this Agreement without the prior written approval of the other party,
except that ProMed HCA may assign such duties, obligations and responsibilities
to a parent or subsidiary or successor of ProMed HCA upon thirty (30) days
written notice to IPA.  16.Entire Agreement:  Amendments.  This
Agreement including the exhibits hereto and any amendment hereto, contains the
entire agreement between the parties, and all prior proposals, discussions and
writings by and between the parties and related to the subject matter hereof
are superseded hereby.  This Agreement
may be modified or amended only  pursuant
to a written instrument executed by both parties hereto, except that the
parties agree to be bound by applicable provisions mandated by state and
federal law that are proposed in good faith by either party as amendments to
this Agreement.  17.Compliance with State and Federal Law.  If any
provision of this Agreement or any portion thereof is declared invalid or
unenforceable, the remaining provisions shall nevertheless remain in full force
and effect.  This Agreement shall be
interpreted under the laws of the State of California.  IPA shall cooperate in all audits,
applications, licensure, and compliance matters necessary for ProMed HCA to
comply with State and federal law, and with the requirements of industry
accreditation bodies.  18.Force Majeure.  Notwithstanding any provision
of this Agreement to the contrary, neither ProMed HCA nor IPA shall have any
liability to the other for a failure of performance resulting from any cause
beyond its control.  19.Enforcement Overpayment.  ProMed HCA
shall have neither the responsibility nor the obligation to take any action,
legal or otherwise, against IPA or any participant in the Plan or other person
to enforce the provisions of the Plan.  In
the event that IPA desires to engage the services of ProMed HCA for such
purposes, such services may be engaged in and rendered only pursuant to a
separate written agreement between the patties.  20.Expenses.  Following the calculation of the Management
Fees in accordance with the Fees and Services Exhibits for any month, but
prior to the payment thereof, ProMed HCA shall be entitled to pay all other
costs, expenses and liabilities of IPA (including, without limitation, all
other costs, expenses and liabilities incurred in defending  5


or settling any actions
or procedures, indemnification obligations to any party including ProMed HCA,
and all other liabilities under contracts or otherwise) but excluding all
costs, expenses and liabilities that are the responsibility of ProMed HCA under
this Agreement (collectively, Other Liabilities) by reducing the amount
actually paid by ProMed HCA for costs of provider services or health care
services (Cost of Health Care Services); provided however that in no event
shall any such reduction in the actual amount of Cost of Health Care Services
paid by ProMed RCA in any month because of the payment of any Other Liabilities
result in a recalculation of the Management Fee for that month.  21.Arbitration.  Any dispute arising under this Agreement that
cannot be settled by the parties may be referred by either party for binding
Arbitration under the commercial rules of the American Arbitration
Association, in Los Angeles County, California, and the judgment of such
arbitration may be entered in any court of competent jurisdiction.  22.Confidentiality.  The parties agree that the
information processes and the work performed under this Agreement is of a
confidential nature.  ProMed RCA shall
provide and IPA shall acknowledge receipt and acceptance of ProMed HCAs
policies and procedures regarding maintenance of Confidentiality of information.  ProMed RCA shall receive ninety (90) days
notice from IPA prior to implementation of any request by IPA for the revision
or addition of systems and/or procedures under this paragraph.  23.Notices.  Any notice required to be given pursuant to
the terms of this Agreement shall be in writing and shall be hand delivered or
sent, postage prepaid, by certified or registered mail, return receipt
requested, to ProMed HCA or IPA at the addresses set forth below in the
signature section.  The notice shall be
effective on the date delivered by hand or the date of delivery indicated on
the return receipt.  IN WITNESS WHEREOF, the parties have signed this Agreement effective
the date first written above.  FOR:
  PRO MED HCA
  
  FOR:
  IPABy:
  
  
  By:Yvonne K. Sonnenberg, M.H.A. 
  Executive Director
  
  
  Jeereddi A. Prasad, M.D. 
  PresidentDated:
  
  
  Dated:ProMed Health Care Administrators 
  160 E. Artesia St., Suite 350 
  Pomona, CA 91767 
  909.620.5252
  
  
  Pomona Valley Medical Group, Inc., 
  d.b.a. ProMed Health Network 
  160 E. Artesia St., Suite 350 
  Pomona, CA 91767 
  909.620.5252 
  Tax ID# 95-4142044  6


THIS AGREEMENT IS SUBJECT TO THE FEES AND SERVICES
EXHIBITS
ATTACHED HERETO AND MADE A PART HEREOF.  7


FEES AND SERVICES EXHIBITS  EXHIBIT I - FEES  Fees  1.
  
  Management Fees: ProMed HCA shall calculate IPA Management Fees on
  a monthly basis, for services provided under this Agreement Management Fees
  shall be an amount equal to the actual cost of administrative and management
  services, plus five (5%) percent of Total Gross Revenue, as defined in
  Section 7.D.2., and shall be calculated prior to the payment of Other
  Liabilities and Cost of Services of IPA. ProMed HCAs costs shall be defined
  as the amount of all actual costs incurred by ProMed HCA for administration
  and management services provided to IPA during the specific period of this
  Agreement, Plus;2.
  
  Consulting Fees: When performed by an employee or affiliate of
  ProMed HCA, IPA shall pay ProMed HCA for consultation services (including
  travel expenses) not included in the services described in Exhibit II,
  on a Per Project or hourly rate of $150.00 per hour. Charges will be due
  and payable by IPA upon receipt of an itemized statement from ProMed HCA, Plus;3.
  
  Other Fees: Additional fees for provision of hardware and
  software, not included in initial installation, will be quoted on a Per
  Project bases and agreed upon in writing between the parties prior to
  provision of said services. Charges will be due and payable by IPA upon
  receipt of an itemized statement from ProMed HCA.4.
  
  Timing and Manner of Payment: ProMed HCA shall deduct the Fees from
  IPAs Plan Account on or before the twentieth (20th) day of each month with
  respect to services provided in the prior month.  8


FEES AND SERVICES EXHIBITS  EXHIBIT II - SERVICES  Services to be
performed by ProMed HCA  1.
  Claimsa.
  Adjudication of claims for IPAs services.b.
  Upon written request by IPA, nonclinical assistance to reconcile
  problems between provider and patients,c.
  Match claims to authorizations.d.
  Print, sign and transmit medical service payment checks to
  Participating Providers.e.
  Microfilm original claims.2.
  Claims Reportsa.
  Prepare encounter data reports.b.
  Prepare accounts receivable reports,c.
  Prepare accounts payable reports (if applicable).d.
  Prepare month-end claims financial report as appropriate (i.e., lags
  and IBNR).e.
  Provide claims utilization/encounter data reports to meet Payor
  requirements.3.
  Claims Support
  Activitiesa.
  Maintain vendor file (provider contract terms and IRS Form 1099
  tax information).b.
  Coordinate claims payment policy with IPA.e.
  Manage cash balances for claims demand deposit account.d.
  Order and implement customized software applications requested by
  IPA, at IPAs expense.4.
  Eligibilitya.
  Maintain and update eligibility records on a monthly basis.b.
  Provide physician assignment and eligibility and retroactive detail
  reports, which coincide with payments to IPA physicians, on a monthly basis.c.
  Prepare capitation payments per IPA guidelines to correspond with
  Payor eligibility and physician assignment.d.
  Provide necessary eligibility verification consistent with that
  received from Payor.5.
  Accountinga.
  Provide information necessary for IPAs accountant, to close medical
  expense journals and ledgers each month.b.
  Bind and store computerized accounting reports, or microfiche
  reports.c.
  Provide incentive distribution payments to IPA Physicians, at IPAs
  direction.  9


6.
  Authorizationsa.
  Provide on-line authorization services.b.
  Provide authorization tracking and verification per IPA policy.c.
  Assist in development of guidelines for authorization (i.e. second
  opinion, ancillary services, etc.).d.
  Provide trending comparison based on utilization of Primary and
  Specialty Physicians.e.
  Generation and distribution of authorization logs to provide
  notification to providers of authorization status, including Initial
  Determination for Medicare line of business.f.
  Provide telephone authorization services during working hours and
  nurses by telephone for authorization services after working hours.7.
  Quality Assurance and
  Utilization Reviewa.
  Provide supplemental nursing support services and triage services
  relative to Utilization Review and Quality Assurance.b.
  Provide Monthly/Quarterly/Annual Quality Management reports.c.
  Provide Daily/Weekly/Monthly Utilization Review reports for IPAs
  Director/Board.d.
  Assist Physicians and make Quality Assurance recommendations in
  Quality Assurance Review.e.
  Administer grievance procedures, per Plan requirements.8.
  Credentials/Contractsa.
  Assist IPA in development and implementation of credential
  guidelines.b.
  Maintain credential and contract files for IPA Physicians.c.
  Provide appropriate credential information to contract entities.d.
  Assist in marketing IPA to Payors, negotiate and manage contracts.e.
  Assist IPA in arranging and negotiating IPA contracts which include,
  but are not limited to: hospitals, home care, radiology, laboratory and other
  ancillary services.9.
  Administer all revenues
  paid by IPA to ProMed HCA according to the provisions of Section 20,
  Expenses and Exhibit and Exhibit III, Compensation  10


COMPENSATION  EXHIBIT III  ProMed HCA shall receive one hundred (100%) percent of all IPA
Collections(1) for and on behalf of IPA. 
ProMed HCA shall thereafter remit to IPA or its designee(s), a) the full
cost of reimbursing IPA and IPA participating health care providers for those
health care services provided to Payors Enrollees by IPA and IPA participating
health care providers using compensation guidelines developed by IPA in
consultation with and approved by ProMed HCA, and b) the full cost of any other
goods, services or benefits provided by IPA to Payors Enrollees or
participating health care providers (e.g., malpractice insurance) using
compensation guidelines developed by IPA in consultation with and approved by
ProMed I-ICA.  ProMed HCAs payment hereunder shall be commensurate with the
percentage of IPA Collections which reflects the fair market value of those
administrative services provided by ProMed HCA hereunder.  The percentage as set forth in the Fees and Services
Exhibits, Exhibit I may be adjusted by ProMed HCA in response to
fluctuations in market value.  Notwithstanding
anything to the contrary in this Agreement, IPA shall be under no obligation to
pay ProMed HCA any monies in the event those remittances made to IPA as set
forth above are in excess of IPA Collections.  
 (1) IPA Collections
shall mean, for purposes of this Agreement, any and all revenue paid to ProMed
HCA, for and on behalf of IPA, by Payors, Enrollees, coordination of benefit
carriers, reinsurance carriers, institutional providers, ancillary providers
and any other payment source.  11