Exhibit 10.54  MANAGEMENT SERVICES AGREEMENT  BETWEEN  PRO MED HEALTH CARE ADMINISTRATORS  AND  UPLAND MEDICAL GROUP, A PROFESSIONAL MEDICAL
CORPORATION  EFFECTIVE: OCTOBER 1, 2002  1154
N. Mountain Avenue, Upland, California 91786-3633            Phone: 909.932.1045   800.28l-8886   Fax: 909.932-1065


MANAGEMENT SERVICES AGREEMENT  TABLE
  OF CONTENTS
  
  PAGERECITALS
  
  11.
  
  Services
  to be Performed and Manner of Performance
  
  12.
  
  Facilities
  and Personnel
  
  13.
  
  Fees
  
  14.
  
  Payer
  
  15.
  
  IPAs
  Plan Account
  
  26.
  
  Term
  
  27.
  
  Termination
  
  28.
  
  Liabilities
  and Obligations
  
  39.
  
  Indemnification
  
  310.
  
  Accounting
  Records
  
  311.
  
  Professional
  Services
  
  312.
  
  Additional
  Services
  
  313.
  
  Books
  and Records
  
  314.
  
  Independent
  Contractor
  
  415
  
  Assignments
  
  416.
  
  Entire
  Agreement; Amendments
  
  417.
  
  Compliance
  with State and Federal Laws
  
  418.
  
  Force
  Majeure
  
  419.
  
  Enforcement
  Overpayment
  
  420.
  
  Expenses
  
  421.
  
  Arbitration
  
  522.
  
  Confidentiality
  
  523.
  
  Notices
  
  5SIGNATURES
  
  5FEES
  AND SERVICES EXHIBITSEXHIBIT
  I - Fees
  
  6EXHIBIT
  II - Services
  
  7


MANAGEMENT SERVICES AGREEMENT  THIS
MANAGEMENT SERVICES AGREEMENT (hereinafter referred to as Agreement) is made
and entered into as of the FIRST day of October, 2002, by and between PRO MED
HEALTH CARE ADMINISTRATORS, INC., a California corporation (hereinafter
referred to as ProMed HCA) and UPLAND MEDICAL GROUP, A PROFESSIONAL MEDICAL
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 Payers 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.  4.Payer. Payer 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 Payer, subject
to the benefits, co-payments, limitations and exclusions set forth in the
agreement between the Payer and Enrollees. 
Payer may also be any other payment source including but not limited to,
Enrollees, coordination of benefits curriers, reinsurance and stop loss
carriers, institutional providers; ancillary providers and third party
liability payers.  1


5.IPAs Plan
Account. The contract between IPA and its contracting Payer 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
he used to pay claims arising under the Plan. Payments made from Plan Account
will be in the amount of covered claims charges currently paid by ProMed HCA,
plus fees agreed upon in the attached Exhibits. It will be the IPAs responsibility
to maintain funds in this special account sufficient to cover such
reimbursements.  6.Term.  The term of this Agreement shall be for a
period of seven (7) years, commencing October 1,2002 and ending September 30,
2009 and shall be automatically renewed for successive one (1) 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.  Upon termination of this Agreement, for such
time that ProMed HCA may continue processing claims, IPA shall pay to ProMed
HCA for such services the fees specified in the attached Fees and Services
Exhibits, Exhibit I, and in the body of this Agreement.  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.  C.Either party
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.  2


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 ProMed HCA.  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 Payer and such other entities as are
designated in the Plan.  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
HCA, 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 home 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  3


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 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 HCA 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 Laws. 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 parties.  20.Expenses. Except as
specifically otherwise provided in this Agreement, IPA shall be solely
responsible for the normal and usual costs and expenses incurred in providing
the services contemplated. ProMed HCA shall be responsible for paying the costs
and expenses incurred in connection with the maintenance and operation of its
facilities. IPA shall be responsible for the payment of all costs attributable
to professional services contracted for or in connection with the
administration of IPA or by ProMed HCA at the direction of IPA.  4


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 processed and the work performed under this
Agreement is of a confidential nature. 
ProMed HCA shall provide and IPA shall acknowledge receipt and
acceptance of ProMed HCAs policies and procedures regarding maintenance of
Confidentiality of information.  ProMed
HCA 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 hereto have signed this Agreement effective the date first written
above.  PRO MED HEALTH CARE ADMINISTRATORS
  
  
  UPLAND MEDICAL GROUP, A PROFESSIONAL MEDICAL CORPORATIONBy:
  
  
  
  By:Kishan Thapar, M.D.
  
  
  
  Jeereddi A. Prasad, M.D.Executive Director
  
  
  
  PresidentDated:Dated:
  
  
  
  Upland Medical Group, A ProfessionalProMed Health Care Administrators
  
  
  Medical Corporation1154 N. Mountain Ave.
  
  
  1154 N.Mountain AvenueUpland, CA 91786
  
  
  Upland, CA 91786Tax ID# 46-0503153  THIS AGREEMENT IS SUBJECT TO THE SERVICES AND
FEES EXHIBITS ATTACHED HERETO AND MADE A PART HEREOF  5


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 a percentage of Gross
  Revenue as defined below and shall be calculated prior to the payment of
  Other Liabilities and Costs of Health Care Services of IPA.ProMed HCA shall retain from IPA Gross Revenue the
  following amounts after calculation of all IPA expenses and liabilities:  LINE OF BUSINESS
  
  PERCENTAGECommercial
  
  12%Point
  Of Service
  
  12%Medicare
  Risk
  
  12%Medi-Cal
  
  12%Healthy
  Families
  
  12%  Gross
  Revenue is defined as the total amounts actually received from all Payers on
  a capitated per member per month basis prior to any deductions, plus the
  total amounts actually received from all other payment sources. Payment sources
  shall include but are not limited to; capitation payments, risk sharing fund
  payments, any other incentive funds, third party liability recoveries, any
  other recoveries, and stop loss recoveries in excess of the stop loss
  premium.Plus:2.
  Affiliation
  Agreement: IPA
  may choose to sign an Affiliation Agreement with Pomona Valley Medical
  Group, Inc., dba. ProMed Health Network (PMPV). The purpose of this
  agreement will be to pass through HMO Enrollees from ProMed Health Network to
  the IPA, upon HMO acceptance and approval of Affiliation Agreement. By
  execution of an Affiliation Agreement, the IPA will become an affiliated IPA
  to PMPV (Affiliated IPA). The Affiliated IPA win be charged a fee
  (Affiliation Fee) of fifty ($0.50) cents PMPM (per Member Per Month) for
  each Enrollee, until such time as IPA executes their own HMO agreements and
  the Enrollees are formally transferred to IPA.All
  Enrollees assigned to Affiliated IPA under the PMPV HMO agreements shall be
  managed and administered as separate and distinct Enrollees to the
  IPA. All revenue and costs incurred by this membership shall be the
  responsibility of the Affiliated IPA, as defined in the Affiliation
  Agreement, Plus;3.
  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 for Consulting Fees are due and payable by IPA upon
  receipt of an itemized statement from ProMed HCA, Plus;4.
  Other
  Fees:
  Additional fees for provision of hardware and software, not included in
  initial installation, will be quoted on a Per Project basis and agreed upon
  in writing between the parties prior to provision of said services. Charges
  for Other Fees are due and payable by IPA upon receipt of an itemized
  statement from ProMed HCA or shall upon approval by IPA, be deducted from
  lPAs Plan Account.5.
  Timing
  and Manner of Payment: ProMed HCA shall deduct the Management Fees from IPAs Plan Account
  on or before the twentieth (20th) day of each month.  6


FEES AND SERVICES EXHIBITS EXHIBIT II - FEES  SERVICES TO BE PERFORMED BY PRO MED HCA  1.
  Claimsa.
  Adjudication of claims for IPAs servicesb.
  Upon written request by IPA, non-clinical assistance to reconcile
  problems between provider and patientsc.
  Match claims to authorizationsd.
  Print, sign and transmit medical service payment checks to
  Participating Providerse.
  Microfilm original claims2.
  Claims Reportsa.
  Prepare encounter data reportsb.
  Prepare accounts receivable reportsc.
  Prepare accounts payable reports (if applicable)d.
  Prepare month-end claims financial report as appropriate (i.e. lags
  and IBNRe.
  Provide claims utilization/encounter data reports to meet Payer
  requirements3.
  Claims Support Activitiesa.
  Maintain vendor file (provider contract terms and IRS Form 1099
  tax information)b.
  Coordinate claims payment policy with IPAc.
  Manage cash balances for claims demand deposit accountd.
  Order and implement customized software applications requested by
  IPA, at IPAs expense4.
  Eligibilitya.
  Maintain and update eligibility records on a monthly basisb.
  Provide physician assignment and eligibility and retroactive detail
  reports, which coincide with payments to IPA physicians, on a monthly basisc.
  Prepare capitation payments per IPA guidelines to correspond with
  Payer eligibility and physician assignmentd.
  Provide necessary eligibility verification consistent with that
  received from Payer5.
  Accountinga.
  Provide information necessary for IPAs accountant, to close medical
  expense journals and ledgers each monthb.
  Bind and store computerized accounting reports, or microfiche reportsc.
  Provide incentive distribution payments to IPA Physicians, at IPAs
  direction  7


6.
  Authorizationsa.
  Provide on-line authorization servicesb.
  Provide authorization tracking and verification per IPA policyc.
  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 physicianse.
  Generation and distribution of authorization logs to provide
  notification to providers of authorization status, including Initial
  Determination for Medicare line of businessf.
  Provide telephone authorization services during working hours and
  nurses by telephone for authorization services after working hours7.
  Quality Assurance and Utilization Reviewa.
  Provide supplemental nursing support services and triage services
  relative to Utilization Review and Quality Assuranceb.
  Provide Monthly/Quarterly/Annual Quality Management reportsc.
  Provide Daily/Weekly/Monthly Utilization Review reports for IPAs
  Director/Boardd.
  Assist Physicians and make Quality Assurance recommendations in Quality
  Assurance Reviewe.
  Administer grievance procedures, per Plan requirements8.
  Credentials/Contractsa.
  Assist IPA in development and implementation of credential guidelinesb.
  Maintain credential and contract files for IPA Physiciansc.
  Provide appropriate credential information to contract entitiesd.
  Assist in marketing IPA to Payers, negotiate and manage contractse.
  Assist IPA in arranging and negotiating IPA contracts which include,
  but are not limited to: hospitals, home care, radiology, laboratory and other
  ancillary services  8