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                                                                 EXHIBIT 10.3

                  IPA MEDICARE PARTIAL RISK SERVICES AGREEMENT

                                     BETWEEN

                            PACIFICARE OF CALIFORNIA

                                       AND

                    PRIME CARE MEDICAL GROUP OF CHINO VALLEY
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                                   PACIFICARE
                  IPA MEDICARE PARTIAL RISK SERVICES AGREEMENT

         THIS IPA MEDICARE PARTIAL RISK SERVICES AGREEMENT is made and entered
into this first day of January, 1995, by and between PACIFICARE OF CALIFORNIA
("PacifiCare"), a California corporation, and Prime Care Medical Group of Chino
Valley, ("IPA"), a California corporation, with reference to the following
facts:

         A.       PacifiCare operates a prepaid health service plan which
arranges for certain Medical Services to be provided to persons eligible to
receive benefits who are enrolled as subscribers in the Secure Horizons Medical
and Hospital Plan in a manner consistent with the laws of the United States and
the State of California.

         B.       PacifiCare desires to provide a quality direct service prepaid
health delivery system which maximizes the utilization of innovative methods to
promote the efficient, economical delivery of health care, and to develop and
implement programs of health education and health maintenance for its
Subscribers.

         C.       Pacificare has a contract with the Health Care Financing
Administration ("HCFA") of the United States Government to provide Medicare
benefits to eligible persons.

         D.       IPA has as its primary objective the delivery of health
services through agreements and active participation with medical groups and/or
clinics and their physicians, and other related health professionals and
technicians, all of which are licensed in the State of California.

         E.       IPA and its Member Physicians desire to participate in the
Secure Horizons Medical and Hospital Plan by arranging for or providing Medical
Services in coordination with PacifiCare, its Subscribers and participating
hospitals on a prepaid basis.

         F.       PacifiCare and IPA, on behalf of IPA and its Member
Physicians, deem it in their best interests to enter into a renewable Agreement,
whereby IPA agrees to provide or arrange for ("provide") Medical Services to
Pacificare Subscribers enrolled in the Secure Horizons Medical and Hospital Plan
in the IPA Service Area.

NOW THEREFORE, it is agreed as follows:

1.       DEFINITIONS


         Whenever used in this Agreement, the following terms shall have the
definitions contained in this Section 1:

         1.01     AGREEMENT - is this PacifiCare IPA Medicare Partial


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Risk Services Agreement, dated as stated above, and all attachments, addendums
and amendments hereto.

         1.02     CAPITATION PAYMENTS - are payments made to IPA by PacifiCare
on a prepaid basis for the Medical Services to be provided under this Agreement.

         1.03     CATASTROPHIC CASE - is any single medical condition, including
complications arising from such medical condition, where the total cost of
Health Care Services to treat such condition is expected to exceed fifty
thousand dollars ($50,000) per condition, regardless of payment source.

         1.04     CONFORMANCE REQUEST - is a written request made by PacifiCare
to IPA to correct the performance of an IPA Member Physician or Specialist
Physician to conform to the provisions of this Agreement.

         1.05     COPAYMENTS - are charges pursuant to the Secure Horizons
Medical and Hospital Plan which may be charged to the Subscriber by IPA at the
time of the provision of Medical Services which are in addition to the
Capitation Payments made to IPA by PacifiCare.

         1.06     COST OF CARE - is the value of Medical Services as defined in
this Agreement and as calculated pursuant to the formula set forth in Attachment
A4, incorporated in full herein by reference.

         1.07     ELIGIBILITY LIST - is a list of Subscribers to whom IPA shall
provide Medical Services.

         1.08     EMERGENCY SERVICES - are those Medical Services that are
provided for the treatment of acute injury or illness requiring immediate
medical attention and which threaten life or limb, or which involve
uncontrollable bleeding, or loss of consciousness, or which cannot be delayed
without possible serious effects on the health of the Subscriber.

         1.09     HCFA - is the Health Care Financing Administration, an
administrative agency of the United States Government.

         1.10     HOSPITAL - is an acute care facility located in the IPA
Service Area licensed as an acute care hospital under the laws of the State of
California and which has entered into a written agreement with PacifiCare to
provide Hospital Services to Subscribers. For the purpose of this Agreement,
Hospital shall initially include Desert Valley Hospital, Inc., an acute care
licensed hospital located at 16850 Bear Valley Road, Victorville, California
92392. IPA shall coordinate the provision of Hospital Services to Subscribers
with Hospital pursuant to the terms of this Agreement.


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         1.11     HOSPITAL DAY - is any period up to twenty-four (24 hours
commencing at 12:00 a.m. or 12 p.m., whichever is used by Hospital, during which
a Subscriber is eligible to receive Hospital Services and actually receives
Hospital Services from Hospital.

         1.12     HOSPITAL SERVICES - are the Medical Services described in
Attachment Al, incorporated in full herein by reference, which Hospital and
other providers shall provide to Subscribers pursuant to the Secure Horizons
Medical and Hospital Plan.

         1.13     IPA - is the medical group or independent practice
association identified in the first paragraph of this Agreement and its Member
Physicians, all of whom are licensed to practice medicine or osteopathy in the
State of California at the IPA Facilities.

         1.14     IPA FACILITIES - are those facilities whose locations are
listed in Attachment F, attached hereto and incorporated in full herein by
reference, where Medical Services shall be available to Subscribers pursuant to
this Agreement.

         1.15     IPA SERVICE AREA - is the geographical area within a thirty
(30) mile radius of each IPA Facility. The thirty (30) mile radius commences
with the address of an IPA Facility and extend for thirty (30) miles over the
shortest route using public street and highways.

         1.16     MEDICAL SERVICES - are all authorized health care services to
which Subscribers are entitled under the Secure Horizons Medical and Hospital
Plan, some of which, excluding Hospital Services, are summarized in Attachment
A2, incorporated in full herein by reference.

         1.17     MEDICALLY NECESSARY SERVICES - are Medical Services which are
required by Subscriber as determined by IPA in accordance with accepted medical
and surgical practices and standards in the community and the professional
standards recommended by PacifiCare's Quality Assurance Committee and IPA's
Utilization Review Committee.

         1.18     MEMBER PHYSICIANS - are physicians, surgeons and osteopaths,
licensed to practice medicine in the State of California, who have an ownership
interest in, are employed by, or contract with, IPA.

         1.19     MONTHLY HCFA PAYMENT - is the revenue received by PacifiCare
each month from HCFA, as determined by HCFA, for the Medical and Hospital
Services each Subscriber is to be provided minus any Benefit Withhold.


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         1.20     OUTSIDE PROVIDERS - are licensed physicians, surgeons,
osteopaths, paramedical personnel, hospitals and other health care facilities
which provide Medical Services to Subscribers eligible to receive benefits under
the Secure Horizons Medical and Hospital Plan but which do not have written
agreements with IPA or Hospital and which are not Specialist Physicians.

         1.21     PARTICIPATING MEDICAL GROUP - includes IPA and its Member
Physicians and is any group of duly-licensed doctors of medicine or osteopathy
which has entered into a written agreement with PacifiCare to provide Medical
Services to Subscribers in conjunction with the Secure Horizons Medical and
Hospital Plan.

         1.22     PRO PROGRAM - is the provider utilization review program
developed by HCFA for providers of Medical Services.

         1.23     QUALITY ASSURANCE COMMITTEES - are committees separately
established by IPA and PacifiCare which shall separately establish, maintain and
perform quality assurance review of Medical Services provided to Subscribers as
reasonably required by PacifiCare, the State of California, the Department of
Corporations or Health and Human Services, HCFA, the Office of Qualification and
Compliance, or any other governmental agencies with regulatory or enforcement
jurisdiction over PacifiCare or this Agreement.

         1.24     RISK REIMBURSEMENT PLAN - is PacifiCare's Medicare Medical and
Hospital Services Plan under which PacifiCare Contracts with Medicare to be
reimbursed on a per capita basis for each class of Medicare beneficiary enrolled
in the plan.

         1.25     SECURE HORIZONS MEDICAL AND HOSPITAL PLAN - is the prepaid
health services plan offered by PacifiCare as described in the Secure Horizons
Medical and Hospital Subscriber Agreement, and attachments, addendums and
amendments thereto, a copy of which is attached hereto as Attachment B and
incorporated in full herein by reference.

         1.26     SPECIALIST PHYSICIANS - are physicians who have written
agreements with IPA to provide Medical Services to Subscribers on a referral
basis and who do provide such Medical Services at offices or facilities which
are not IPA Facilities.

         1.27     SUBSCRIBER - is an individual who is enrolled in the Secure
Horizons Medical and Hospital Plan, who meets all the eligibility requirements
for membership in such plan and for whom all applicable Subscriber Premiums have
been paid and received by PacifiCare.

         1.28     SUBSCRIBER PREMIUMS - are charges pursuant to the Secure
Horizons Medical and Hospital Plan which, if applicable, are required to be paid
by Subscribers to PacifiCare on a monthly basis in order for Subscribers to
receive Medical Services.


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         1.29     SURCHARGES - are additional fees not disclosed to the
Subscriber for Medical Services and which are not allowable Copayment charges.

         1.30     URGENTLY NEEDED SERVICES - are Medical Services which are
required without delay, in order to prevent serious deterioration of
Subscriber's health as the result of an unforeseen illness or injury while the
Subscriber is temporarily absent from the IPA Service Area.

         1.31     UTILIZATION REVIEW COMMITTEE - is an IPA committee of at least
three (3) Member Physicians which is established and maintained, in accordance
with the provisions of Section 3.13 herein, to develop a utilization control
program outlining procedures for the efficient use of resources, consistent with
state and federal law, for the rendition of Medical Services. The Utilization
Review Committee shall review elective Referrals and hospital admissions on a
concurrent and prospective basis and Emergency Services, Urgently Needed
Services and hospital admissions on a retrospective basis.

         1.32     BENEFIT WITHHOLD - is the portion of the HCFA revenue received
and retained by PacifiCare each month as outlined in Paragraph 5, which is
earmarked for provision of benefits to Subscribers which are offered in addition
to Medical Services and Hospital Services.

2.       RELATIONSHIP OF PARTIES

         2.01     IPA PARTICIPATION - The execution of this Agreement shall
qualify IPA to participate in the rendition of Medical Services to Subscribers
pursuant to the terms of the Secure Horizons Medical and Hospital Plan, as
amended from time to time. Subject to Section 12.11 herein, PacifiCare shall
notify IPA of any material amendments to the Secure Horizons Medical and
Hospital Plan, which amendments shall become effective upon thirty (30) days
written notice by PacifiCare to IPA, and IPA has not objected to PacifiCare in
writing within the thirty (30) day period to be bound by such amendments. IPA
approval of such amendments shall not be unreasonably withheld. If IPA does
provide PacifiCare reasonable written objection to be bound by such amendments
within the thirty (30) day period, such amendments to the Secure Horizons
Medical and Hospital Plan shall have no force or effect on IPA.

         2.02     LIABILITY FOR OBLIGATIONS - Notwithstanding any other section
or provision of this Agreement, nothing contained herein shall cause either
party to be liable or responsible for any debt, liability, or obligation of the
other party or any third party, unless such liability or responsibility is
expressly assumed by the party sought to be charged therewith. Each party shall
be solely responsible for and shall indemnify and hold the other party


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harmless against any obligation for the payment of wages, salaries or other
compensation (including all state, federal and local taxes and mandatory
employee benefits), insurance and voluntary employment-related or other
contractual or fringe benefits as may be due or payable by the party to or on
behalf of such party's employees, agents and representatives.

         2.03     INDEPENDENT CONTRACTOR - The relationship between PacifiCare
and IPA is an independent contractor relationship. Neither IPA nor members,
partners, employees or agents of IPA are employees or agents of PacifiCare and
neither PacifiCare nor any employee or agent of PacifiCare is a member, partner,
employee or agent of IPA. As such, all medical decisions are rendered solely by
IPA and not by PacifiCare. IPA is solely responsible for all Medical Services
arranged by IPA and provided to Subscribers. None of the provisions of this
Agreement shall be construed to create a relationship of agency, representation,
joint venture, ownership, control of employment between the parties other than
that of independent parties contracting solely for the purposes of effectuating
this Agreement.

         2.04     DUTY TO DEFEND AND INDEMNIFY - To the extent not covered by
insurance maintained by PacifiCare, whether because of liability in excess of
the policy limits or because of the occurrence of a non-insured event, IPA shall
defend, indemnify and hold harmless PacifiCare from and against any claim, loss,
damage, cost, expense or liability arising out of or related to the performance
or nonperformance by IPA, its Specialist Physicians or employees of any Medical
Services to be performed or arranged by IPA under this Agreement. It is
understood and agreed by PacifiCare that the foregoing indemnification
obligation is in no way whatsoever intended to reduce or eliminate any
insurance coverage maintained by IPA and that PacifiCare shall be entitled to
indemnification from IPA only for claims, losses, damages, costs, expenses or
liabilities in excess of the applicable insurance policy limits or arising from
uninsured events or occurrences.

         To the extent not covered by insurance maintained by IPA, whether
because of liability in excess of the policy limits or because of the occurrence
of a non-insured event, PacifiCare shall defend, indemnify and hold harmless IPA
from and against any claim, loss, damage, cost, expense or liability arising out
of or related to the performance or nonperformance of PacifiCare, its employees
or agents of any service to be performed or provided by PacifiCare under this
Agreement. It is understood and agreed by IPA that the foregoing indemnification
obligation is in no way whatsoever intended to reduce or eliminate any insurance
coverage maintained by PacifiCare and that IPA shall be entitled to
indemnification from PacifiCare only for claims, losses, damages, costs,
expenses or liabilities in excess of the applicable insurance policy limits or
arising from uninsured events or occurrences.

3.       DUTIES OF IPA


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         3.01     IPA RESPONSIBILITIES - IPA agrees to arrange for or provide
Medical Services twenty-four (24) hours a day in coordination with PacifiCare
and with Hospital and other providers, as necessary, for each Subscriber who has
designated IPA as his or her Participating Medical Group. IPA shall be
financially responsible for all Medical Services specified in Attachment A2,
incorporated in full herein by reference, provided to Subscribers for whom IPA
is to receive a Monthly Capitation Payment from PacifiCare based upon the
PacifiCare provided Eligibility List. IPA shall be responsible for determining
whether Subscribers are eligible for Medical Services on the basis of the most
current Eligibility List supplied to IPA by PacifiCare. Updated eligibility
information shall be available from PacifiCare as needed on the basis of the
most current information supplied PacifiCare by HCFA.

         3.02     STANDARDS - All Medical Services arranged for or provided by
IPA and its Member Physicians shall be provided by professional personnel and at
physical facilities according to generally accepted standards of medical
practice and management in the community. IPA further agrees to provide or
arrange for Referrals to Specialist Physicians and facilities as are necessary,
appropriate, and in accordance with generally accepted standards of medical
practice in the community in compliance with the standards developed by
PacifiCare's Quality Assurance Committee. If IPA contracts with Specialist
Physicians to provide Medical Services under this Agreement, IPA shall require
such Specialist Physicians to provide IPA with the credentialing information set
forth herein. IPA shall obtain and maintain information concerning each Member
Physician's and Specialist Physician's education, training, references,
malpractice liability insurance, hospital staff status, hospital clinical
privileges, and hospital staff reappointment dates. Such information shall be
kept in a form prescribed by or acceptable to PacifiCare. Upon request, the
credentialing information shall be made available to PacifiCare for review or
copying.

         IPA acknowledges and agrees that it shall report Member Physicians or
Specialist Physicians as required by the California Business and Professions
Code Section 805 ("Section 805"). IPA further agrees to maintain and
demonstrate to PacifiCare upon request compliance with the following:

                  3.02.01  IPA shall ensure that its Member Physicians and
Specialist Physicians are licensed by the State of California and have current
Drug Enforcement Agency ("DEA") registration. IPA shall immediately notify
PacifiCare in writing of any of the following actions taken by or against a
Member Physician or Specialist Physician: (i) the surrendering, revocation, or
suspension of a license; (ii) the surrendering, revocations, or suspension of
current DEA registration; (iii) any filing pursuant to Section 805; (iv) any
filing pursuant to the National Practitioner Data Bank; (v) the filing of any
malpractice claim of


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more than ten thousand dollars ($10,000); and (vi) a change in hospital staff
status or hospital clinical privileges, including any restrictions or
limitations.

                  If IPA fails to obtain and maintain the information set forth
in Paragraph 3.02 or fails to immediately notify PacifiCare as set forth in this
Paragraph 3.02.01, IPA shall indemnify and hold harmless PacifiCare from and
against any claim, loss, damage, cost, expense or liability arising out of or
related to such nonperformance by IPA, its Member Physicians, Specialist
Physicians or employees.

                  3.02.02  In the event that it is determined by PacifiCare that
IPA does not obtain and maintain the information set forth in paragraph 3.02,
IPA agrees to assist PacifiCare in obtaining credentialing information
concerning each Member Physician's and Specialist Physician's education,
training, references, malpractice liability insurance, hospital staff status,
hospital clinical privileges, and hospital staff reappointment dates. IPA shall
obtain from each Member Physician and Specialist Physician a signed waiver,
acceptable to PacifiCare, allowing PacifiCare access to such credentialing
information at any acute care hospital or health care facility. If IPA is unable
to obtain a signed waiver from a Member Physician or Specialist Physician, IPA
shall obtain the credentialing information directly from the acute care hospital
or health care facility and make such information available to PacifiCare upon
request for review and copying.

                  3.02.03  IPA agrees to provide access to continuing education
programs for its Member Physicians and Specialist Physicians in accordance with
the standards established by the California Medical Association for continuing
education. The content and delivery of such continuing education programs shall
be in the discretion and judgement of IPA, in order to maintain high standards
for the delivery of Medical Services pursuant to this Agreement. IPA further
agrees to gather, correlate, and distribute to its Member Physicians and
Specialist Physicians, information regarding professional medical activities and
developments which IPA believes may be of assistance in providing Medical
Services pursuant to this Agreement.

                  3.02.04  IPA agrees to provide reasonable evidence that all
and/nurses other ancillary and paramedical personnel who are employed by and
contract with IPA or Specialist Physicians are properly licensed by the State of
California.

         3.03     INSURANCE - IPA shall maintain professional liability
insurance and general liability insurance in the minimum amounts of one million
dollars ($1,000,000) per person, three million dollars ($3,000,000) per
occurrence coverage, and three million dollars ($3,000,000) combined single
limits coverage, for its agents and employees, as applicable. In the event IPA
procures a claims made policy as distinguished from an occurrence policy, IPA
shall


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procure and maintain prior to termination of such insurance, continuing "tail"
coverage, unless successor policy coverage provides such "tail" protection. IPA
shall provide PacifiCare with evidence of such insurance coverage upon
PacifiCare's request. IPA shall immediately notify PacifiCare of any material
changes in insurance coverage and shall provide a certificate of such
insurance coverage to PacifiCare upon PacifiCare's reasonable request. In the
event IPA contracts with independent contractor physicians to provide Medical
Services under this Agreement, IPA will require such independent contractor
physicians and their agents to maintain professional liability insurance and
general liability insurance in the minimum amounts as is usual and customary in
the community.

         3.04     REFERRALS - IPA shall refer Subscribers in need of specialty
care services only with the approval of the IPA Utilization Review Committee.
However, in the event that Emergency Services are required, IPA shall comply
with Section 3.05 below.

         3.05     HOSPITAL ADMISSIONS - Whenever IPA determines that a
Subscriber on IPA's eligibility list requires Hospital Services which are not
Emergency Services, IPA shall arrange for such Hospital admissions and
outpatient surgeries through the IPA's Utilization Review Committee and its
developed utilization review program. IPA and its Member Physicians shall not
serve as admitting physicians for any Subscriber without such prior approval
except in the event that Emergency Services are required. If IPA or a Member
Physician admits a Subscriber to a Hospital for Emergency Services, IPA shall
notify PacifiCare of such admission within the time frames as required in the
PacifiCare Provider Policies and Procedures Manual, attached hereto as
Attachment D and incorporated in full herein by reference. Admissions for
Emergency Services or Urgently Needed Services shall be made to hospitals
contracting with PacifiCare, if possible.

         3.06     ELIGIBILITY LIST - IPA shall accept as patients those
Subscribers who are on IPA's eligibility list provided by PacifiCare to IPA.
Member Physicians and IPA shall be entitled to rely on the most current provided
list until a new list has been approved to IPA. IPA understands that in order
to update the eligibility list, PacifiCare is dependent on the receipt of
information from HCFA.

         3.07     COLLECTION OF CHARGES FROM SUBSCRIBERS - IPA shall collect
applicable Copayments from Subscribers upon the rendition of Medical Services to
Subscribers pursuant to the Secure Horizons Medical and Hospital Plan. With the
exception of Copayments and charges for non-covered services delivered on a
fee-for-service basis to Subscribers, IPA shall in no event, including, without
limitation, to non-payment by PacifiCare, insolvency of PacifiCare, or breach of
the Agreement, bill, charge, collect and deposit, or attempt to bill, charge,
collect or receive any form of payment, from any Subscriber for Medical Services
provided pursuant to this


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Agreement and for which Subscriber is entitled under the Secure Horizons
Medical and Hospital Plan in effect for such Subscriber.

                  IPA shall not maintain any action at law or equity against a
Subscriber to collect sums owed by PacifiCare to IPA. Upon notice of any such
charge, PacifiCare may terminate this Agreement consistent with the provisions
contained in Section 7.01.02 and take all other appropriate action consistent
with the terms of this Agreement to eliminate such charges, including, without
limitation, requiring IPA and Specialist Physicians to return all sums collected
as Surcharges from Subscribers or their representatives. Nothing in this
Agreement, however, shall be construed to prevent IPA from providing
non-covered Medical Services on a usual and customary fee-for-service basis to
Subscribers.

                  IPA's obligations regarding the collection of charges from
Subscribers shall survive the termination of this Agreement with respect to
Medical Services provided during the term of the Agreement without regard to the
cause of termination of this Agreement.

         3.08     COLLECTION OF CHARGES FROM THIRD PARTIES WHEN MEDICARE NOT THE
PRIMARY PAYOR - IPA and Member Physicians accept payment from PacifiCare (plus
applicable Copayments) for Medical Services as provided herein as full payment
for such Medical Services from PacifiCare except as provided herein; provided
however, when Medicare is not the primary payor for Medical Services, such as
when the Subscriber is entitled to payment from another third party or for
payment for a Workers' Compensation claim, or from another primary insurance
coverage maintained by Subscriber, IPA and Member Physicians shall make no
demand upon PacifiCare for reimbursement under the Individual Subscriber Stop
Loss Program as specified in Attachment A3 hereto until all primary sources of
payment have been pursued and it is determined that full payment cannot be
obtained within ten (10) months from the date of the provision of Medical
Services.

                  For purposes of accomplishing the intent of this Section 3.08,
PacifiCare hereby assigns to IPA for collection, any claims or demands against
third parties for amounts due for Medical Services provided by IPA pursuant to
this Agreement, subject to the following conditions:

                  3.08.0l  IPA shall utilize lien forms which are provided by
PacifiCare in the PacifiCare Policies and Procedures Manual or which have been
approved in advance by PacifiCare. IPA shall notify PacifiCare each time it
pursues and each time it obtains a signed lien from a Subscriber.

                  3.08.02  IPA shall not commence any legal or equitable action
against a third party without obtaining the prior written consent of PacifiCare.
It is agreed that collection or demand letters consistent with the PacifiCare
Provider Policies and


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Procedures Manual shall not constitute the commencement of legal or equitable
action. Under no circumstances, shall IPA commence any legal action against a
Subscriber.

                  3.08.03  IPA shall defend, indemnify and hold PacifiCare
harmless for all actions by IPA which relate to collections of an account
pursuant to this Section 3.08.

                  3.08.04  IPA shall perform such collection activities
consistent with the procedures set forth in the PacifiCare Provider Policies and
Procedures Manual.

                  3.08.05  PacifiCare may immediately rescind such assignment on
a claim-by-claim basis for any reason by providing written notice of rescission
to IPA.

                  In the event IPA receives payment from a third party after
receipt of payment from PacifiCare, IPA shall reimburse PacifiCare to the extent
that the combined amounts received from all payors exceeds one hundred percent
(100%) of IPA's usual and customary fee-for-service charges.

         3.09     DUTIES OF IPA UPON TERMINATION DURING PHASE-OUT PERIOD -
Should this Agreement be terminated by IPA pursuant to Section 7.01.01(a) or
Section 7.01.01(b), IPA shall be released of its obligation to continue to
provide or arrange for Medical Services to Subscribers during the phase-out
period as stated in this Section 3.09. If this Agreement is terminated for any
other reason by either party or if this Agreement terminates at the end of the
Initial Term or any renewal term, IPA shall not be released of its obligation to
continue to provide or arrange for Medical Services to Subscribers during the
phase-out period, which phase-out period shall end on the earlier of:

                  3.09.01  Three (3) months from the effective date of
termination of this Agreement, or

                  3.09.02  The date PacifiCare has secured the transfer of
Subscribers to another medical group, individual practice association, or
physician for further treatment, and has notified IPA of such transfer in
writing.

         Compensation during the phase-out period shall be at the Capitation
Rates set forth in Attachment C hereto, until memberships goes below five
hundred (500) members. Once there are five hundred members or less, compensation
will be based upon per diem contracted rates that are in place at the time of
the phase-out.

         3.10     CONTINUING CARE RESPONSIBILITIES - IPA and Member Physicians
shall provide or arrange for Medical Services to Subscribers for the term of
this Agreement in accordance with Section 3.01 hereof. In the event of
termination of this Agreement


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and the expiration of IPA's duty to provide or arrange for Medical Services
during the phase-out period pursuant to Section 3.09, if applicable, IPA and
Member Physicians shall continue to provide or arrange for Medical Services to
Subscribers until the effective date of transfer of such Subscribers to another
Participating Medical Group for further treatment and written notice of such
transfer has been provided by PacifiCare to IPA. If a Subscriber's care cannot
be transferred for the reason of hospitalization of Subscriber, continuity of
care, or other legally-required medical treatment reasons, IPA shall continue to
provide or arrange for Medical Services for such Subscriber until PacifiCare,
through consultation with the Subscriber's attending participating physician,
has made provision for the transfer of such Subscriber to another participating
provider for further Medical Services and has notified IPA of such transfer in
writing. The payment provisions for any continued Medical Services after
expiration of the phase-out period shall be the lesser of seventy-four percent
(74%) of usual and customary fees of the Member Physician or Specialist
Physician or the Cost of Care as set forth in Attachment A4.

         Notwithstanding the above or any other provisions of this Agreement to
the contrary, IPA agrees that in the event PacifiCare ceases operations for any
reason, including insolvency, IPA shall provide Medical Services and shall not
bill, charge, collect or receive any form of payment from any Subscriber or have
any recourse against a Subscriber for Medical Services provided after PacifiCare
ceases operation. This continuation of Medical Services obligation shall be for
the period for which Subscriber Premiums have been paid, but shall not exceed a
period of thirty (30) days, except for those Subscribers who are hospitalized on
an inpatient basis as provided below.

         In the event PacifiCare ceases operations or IPA terminates this
Agreement on the basis of PacifiCare's failure to make timely Capitation
Payments, IPA shall continue to arrange for Medical Services to those
Subscribers who are hospitalized on an inpatient basis at the time PacifiCare
ceases operation or IPA terminates this Agreement until such Subscribers are
discharged from the hospital. IPA may file a claim with PacifiCare for such
Medical Services at eighty percent (80%) of IPA's usual and customary fee for
service charges then in effect.

         IPA agrees that the provisions of this Section 3.10 and IPA's
obligations herein shall survive the termination of this Agreement without
regard to the cause of termination of the Agreement, and shall be construed to
be for the benefit of the Subscribers.

         3.11     STAFF PRIVILEGES - IPA agrees to have its Member Physicians
seek and obtain (and provide evidence of) staff privileges or other appropriate
access to Hospital and other hospitals under contract with PacifiCare where
Medical Services shall be provided to Subscriber by IPA's Member Physicians.


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         3.12     ADMINISTRATIVE GUIDELINES - IRA agrees to perform its duties
under this Agreement in a manner consistent with the reasonable administrative
guidelines provided by PacifiCare, in its Provider Policies and Procedures
Manual, attached hereto as Attachment D and incorporated in full herein by
reference. Subject to Section 12.11 herein, PacifiCare shall notify IPA of any
material amendments to the administrative guidelines, which amendments shall
become effective upon thirty (30) days written notice by PacifiCare to IPA if
IPA has not objected to PacifiCare in writing within the thirty (30) day period
to be bound by such amendments. IPA approval of such amendments shall not be
unreasonably withheld. If IPA does provide PacifiCare reasonable written
objection to be bound by such amendments within the thirty (30) day period,
such amendments to the PacifiCare Health Plan shall have no force or effect on
IPA.

         3.13     UTILIZATION REVIEW - IPA agrees to participate with PacifiCare
in an ongoing utilization review program to promote efficient use of resources.
The IPA's Utilization Review Committee shall meet as frequently as necessary but
at least weekly. The Utilization Review Committee shall keep minutes of the
committee meetings, a copy of which shall be made available to PacifiCare upon
ten (10) days written notice by PacifiCare to IPA. IPA and PacifiCare shall
jointly implement a utilization review system whereby IPA shall notify
PacifiCare of any hospital or skilled nursing facility admissions. A member of
the PacifiCare Medical Services staff may participate in IPA's Utilization
Review Committee meetings.

         3.14     QUALITY OF HEALTH CARE - IPA agrees to assure quality of
Medical Services by:

                  3.14.01  Assigning PacifiCare Subscribers only to Member
Physicians or Outside Providers meeting quality health care standards;

                  3.14.02  Inspecting the premises and facilities of its Member
Physicians on a regular basis and allowing PacifiCare to participate in such
inspections upon ten (10) days written notice.

         3.15     QUALITY ASSURANCE AND REMEDIAL PROCEDURES - IPA shall
cooperate with PacifiCare in the operation of PacifiCare's quality assurance
program and IPA shall perform quality assurance review of Medical Services as
brought before IPA internally or from PacifiCare's Quality Assurance Committee,
the Department of Corporations, the Department of Health and Human Services,
HCFA and any other governmental agencies with regulatory or enforcement
jurisdiction over this Agreement. IPA shall establish and maintain a Quality
Assurance Committee which shall meet as least quarterly. A member of the
PacifiCare Medical Services staff may participate in IPA's Quality Assurance
Committee meetings. The IPA Quality Assurance Committee shall keep minutes of
the committee meetings, a copy of which shall be made available to PacifiCare
upon ten (10) days written notice by PacifiCare to IPA. The task of the Quality
Assurance Committee may be assumed by the Utilization Review

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<PAGE>


Committee described in Section 3.13; however, in such event, the Utilization
Review and Quality Assurance Committees must hold separately convened meetings
and the minutes of each meeting must be separately maintained.

         IPA shall, at the written request of PacifiCare, make available one (1)
Member Physician from IPA to attend the PacifiCare Quality Assurance Committee
meetings. The intent of this Section is to have at least one Member Physician
from IPA serve for six (6) months on the PacifiCare Quality Assurance Committee
during a three (3) year period. IPA shall develop written procedures for
remedial action whenever it is determined by PacifiCare's Quality Assurance
Committee that inappropriate or substandard Medical Services have been
furnished or Medical Services that should have been furnished or Medical
Services that should have been furnished have not been furnished. Upon request,
PacifiCare shall assist IPA in the formulation of such remedial procedures.

         3.16     COMPLIANCE WITH CIVIL RIGHTS LAWS - IPA shall comply with
Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act
of 1973 and the Age Discrimination Act of 1975.

         3.17     RECIPROCITY AGREEMENTS - IPA agrees to develop agreements
among PacifiCare's Participating Medical Groups to assure reciprocity of health
care among the Participating Medical Groups for PacifiCare Subscribers. IPA
shall accept non-emergency or specialty Referrals from such other Participating
Medical Groups and such other Participating Medical Groups shall be required to
accept non-emergency or specialty Referrals from IPA. Payment for the foregoing
Referrals shall be no greater than the Cost of Care Rates described in
Attachment A4.

         3.18     INDIVIDUAL STOP-LOSS PROGRAM - IPA agrees to participate in
and assume the rights and responsibilities of the PacifiCare Stop-Loss Program
as defined in Attachment A3, attached hereto and incorporated in full herein by
reference. (Does not apply to this Agreement)

         3.19     OTHER CONTRACTUAL COMMITMENTS - IPA represents and assures
PacifiCare that contractual commitments with other HMOs, competitive medical
plans and health related entities do not restrict or impair IPA from performing
its duties under this Agreement.

         3.20     DISSEMINATION OF INFORMATION - IPA agrees that PacifiCare may
use IPA's name, address, telephone number, and a listing of IPA's Member
Physicians in any informational material routinely distributed to Subscribers
and for other purposes related to the administration of the Secure Horizons
Medical and Hospital Plan as an indication of IPA's willingness to provide
Medical Services to Subscribers.


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<PAGE>
         Prior to listing or otherwise referencing PacifiCare in any promotional
or advertising brochures, media announcements or other advertising or marketing
material, IPA shall first obtain the prior subjective consent of PacifiCare.

         3.21     WRITTEN AGREEMENTS - IPA shall secure written agreements,
consistent with the terms of this Agreement and in compliance with all state and
federal law, with all Specialist Physicians regularly utilized as a part of
IPA's referral system.

         3.22     MEDICAL CARE CRITERIA - IPA shall utilize the criteria for
medical care that is established or approved by PacifiCare's Quality Assurance
Committee as a standard reference in determining appropriate lengths of stay
for hospitalized Subscribers or appropriate utilization patterns for referral to
specialty services.

         3.23     NONDISCRIMINATION - IPA represents and assures that Medical
Services are rendered to Subscribers in the same manner as such services are
provided to IPA's other patients, except as required pursuant to this Agreement.
Subscribers shall not be subject to any discrimination whatsoever by IPA in
regards to access to Medical Services.

         3.24     ACCOUNTS PAYABLE SYSTEM - IPA agrees to operate its accounts
payable system in a manner which assures that providers of authorized Medical
Services who are Member Physicians and non-Member Physicians receive payment for
Medical Services rendered to Subscribers within the timeframe specified by
Federal regulation. For a claim which is contested or is not "clean", either
payment must be made to the Member Physician or non-Member Physician, or an
initial determination notice must be sent to the Subscriber within sixty (60)
calendar days of IPA's receipt of such claim from Member Physicians and
non-Member Physicians. Any denied claim which is afterwards determined by HCFA
as payable and which falls under IPA financial responsibility, must be paid by
IPA upon notice and/or receipt of claim. In the event IPA fails to meet the
payment timelines discussed in this Section 3.24, in addition to exercising any
other remedies it may have under this Agreement, PacifiCare may take actions to
assist IPA in operating its accounts payable system including, but not limited
to, paying IPA's Member Physicians and Non-Member Physicians and charging the
claim amount paid against IPA capitation in addition to an administrative fee
for performing such services.

         3.25     CATASTROPHIC CASE MANAGEMENT - IPA agrees that PacifiCare's
medical director may be involved in the management and coordination of
Catastrophic Cases. IPA will fully assist PacifiCare in providing information
that may be required in determining the need for a transfer of a Subscriber into
PacifiCare's regional centers for the care of Catastrophic Cases including, but
not limited to, prompt notification of known or suspected Catastrophic Cases.
Detailed procedures for Catastrophic


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<PAGE>
Case management will be mutually agreed upon by the parties based upon IPA's and
PacifiCare's determination of the Subscriber's transferability. Except in
unusual circumstances, regional centers for care of Catastrophic Cases shall be
sought within the IPA Service Area and surrounding area.

         3.26     CAPACITY REPORTING - IPA will provide to PacifiCare, at the
earliest possible time, notice of any significant changes in the capacity of IPA
to provide or arrange for the Medical Services contemplated by this Agreement
(e.g., addition or deletion of Member Physicians or Specialist Physicians),
including a ninety (90) day written notice in the event IPA is unable to
properly service additional Subscribers. IPA shall still be obligated to provide
or arrange for Medical Services to Subscribers who are with employer groups whom
PacifiCare had agreed to enroll prior to ninety (90) days from the effective
date of the written notice. PacifiCare shall provide IPA, upon IPA's request,
current marketing information within a reasonable period for purposes of
determining IPA capacity.

         3.27     REPRESENTATION OF IPA MEMBER PHYSICIANS - IPA agrees to
represent its Member Physicians in matters pertaining to the provision of
Medical Services under this Agreement, and that it has obtained written consent
to such representation from its Member Physicians.

         3.28     PERFORMANCE OF MEMBER PHYSICIANS - IPA agrees: (i) to develop
methods for discussion of performance with its Member Physicians, (ii) to assure
correction of performance of its Member Physicians consistent with the
provisions of this Agreement and state and federal law applicable to the Secure
Horizons Medical and Hospital Plan, and (iii) to resolve Conformance Requests.

         3.29     WITHDRAWAL OF AN IPA FACILITY - In the event IPA seeks to
withdraw one or more of the IPA Facilities listed in Attachment F from providing
or arranging for Medical Services to Subscribers under this Agreement, IPA must
notify PacifiCare of such withdrawal in writing at least one hundred and eighty
(180) days prior to the effective withdrawal date; after the effective date of
withdrawal, IPA shall still be responsible to provide or arrange for Medical
Services to the affected Subscribers at the other IPA Facilities.

         3.30     WITHDRAWAL OF A MEMBER PHYSICIAN - In the event IPA seeks to
withdraw one or more Member Physicians from providing or arranging Health Care
Services to Subscribers under this Agreement, IPA must notify PacifiCare of such
withdrawal in writing at least sixty (60) days prior to the effective withdrawal
date. After the effective date of such withdrawal, IPA shall still be
responsible to provide or arrange Medical Services to the affected Subscribers
with the other Member Physicians.

4.       DUTIES OF PACIFICARE


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<PAGE>

         4.01     ADMINISTRATION - PacifiCare agrees to perform all necessary
administrative, accounting, enrollment, and other functions consistent with the
administration of the Secure Horizons Medical and Hospital Plan and this
Agreement.

         4.02     BENEFIT INFORMATION - PacifiCare agrees to apprise all
Subscribers concerning the type, scope and duration of benefits and services to
which such person is entitled under the Secure Horizons Medical and Hospital
Plan.

         4.03     ASSIST IPA - PacifiCare agrees to assist and cooperate with
IPA in the development and initial implementation of procedures necessary to
carry out the intent of this Agreement.

         4.04     ADMINISTRATION OF PAYMENTS - PacifiCare agrees to transmit
Capitation Payments and other payments to IPA in accordance with the terms and
procedures set forth in this Agreement.

         4.05     STATISTICAL INFORMATION AND PROVISION OF DATA - PacifiCare
agrees to provide IPA with management information and data reasonably necessary
to carry out the terms and conditions of this Agreement and for the operation of
the Secure Horizons Medical and Hospital Plan, including monthly Eligibility
Lists and monthly capitation worksheets. Furthermore, PacifiCare shall provide
quarterly reports reflecting Hospital Services authorized by IPA.

         4.06     SERVICES RENDERED TO INELIGIBLE SUBSCRIBERS - PacifiCare
agrees to reimburse IPA for those Medical Services set forth in Attachment A2
provided to an ineligible Subscriber if the Subscriber was listed as eligible on
the most current eligibility list provided to IPA by PacifiCare. If PacifiCare
is in receipt of a billing to such ineligible Subscriber from IPA and proof of
having sent the Subscriber or the Subscriber's legal guardian two (2) bills no
less than thirty (30) days apart, PacifiCare will reimburse IPA eighty percent
(80%) of IPA's ordinary and customary fee-for-service rates then in effect for
those Medical Services rendered but no greater than one hundred percent (100%)
of the still uncollected balance. If subsequent to payment by PacifiCare, IPA
receives any payment from another source for the services, then IPA shall
reimburse PacifiCare up to the amount previously received from PacifiCare. If
a Subscriber becomes ineligible for benefits under the Secure Horizons Medical
and Hospital Plan after IPA or Member Physicians have begun treatment of the
Subscriber (provided the Subscriber is not hospitalized at the time of becoming
ineligible), IPA shall be entitled to make all subsequent charges for its
services directly to the Subscriber. If the Subscriber is hospitalized at the
time of becoming ineligible, IPA shall be entitled to make charges directly to
the Subscriber only for services provided after the Subscriber is discharged
from such hospital treatment.


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<PAGE>

         4.07     DISSEMINATION OF INFORMATION - Except as provided above in
Section 3.20, prior to listing or otherwise referencing IPA in any promotional
or advertising brochures, media announcements or other advertising or marketing
material, PacifiCare shall first obtain the prior consent of IPA, such consent
not to be unreasonably withheld.

5.       COMPENSATION

         5.01     CAPITATION PAYMENTS - PacifiCare shall make monthly Capitation
Payments to IPA as outlined in Attachment C, due and payable on the tenth
(10th) day of the month for the current month's Medical Services.

         5.02     ADDITIONAL PAYMENTS - PacifiCare and IPA agree to provide
payments to each other in accordance with the terms of the following programs,
if applicable: Hospital Incentive Program, Individual Stop-Loss Program, Benefit
Withhold Incentive Program and Mammagraphy Program as specified in Attachments
A5, A3, D and C respectively, incorporated in full herein by reference.

         To the extent that one or both parties owes an amount to the other
party in the risk programs noted above, IPA agrees that PacifiCare shall combine
the results of all applicable risk programs such that one aggregate payment is
payable to or receivable from IPA. A fully detailed accounting of the results of
each program shall accompany the aggregate payment or notice of amount due.

         5.03     ADEQUACY OF COMPENSATION - Except as otherwise provided
herein, IPA shall accept the payments specified in this Agreement as payment in
full for all Medical Services provided Subscribers during each month for which
such payments are to be received by IPA from PacifiCare. In the event PacifiCare
fails to make any payments to IPA as provided herein, whether from PacifiCare's
insolvency or otherwise, subscribers shall not be liable to IPA or its Member
Physicians under any circumstances for Medical Services. Surcharges for Medical
Services provided or arranged by IPA or Member Physicians are prohibited; upon
notice of the existence of any such Surcharge, PacifiCare will take appropriate
action consistent with the terms of this Agreement to eliminate such Surcharges.

         5.04     REINSURANCE - The purpose of the reinsurance program described
herein is to limit IPA's risk for Hospital Services under the Hospital Control
Program to a specified amount per Subscriber per Year (the "Reinsurance
Deductible") in return for a payment of a Reinsurance Premium. For the 1995
calendar year, the Reinsurance Deductible shall be zero per Subscriber per Year
and the Reinsurance Premium shall equal zero percent (0%) of the Net Premium per
Subscriber per month. Notwithstanding Section 12.12, PacifiCare may amend the
Reinsurance Premium and Reinsurance


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<PAGE>

Deductible on an annual basis effective each January 1 by providing sixty (60)
days prior written notice to IPA.

         Reinsurance claims shall be calculated at the Cost of Care values as
set forth in Attachment A5, Sections 4a, 4b and 4c of this Agreement. (Does not
apply to this Agreement)

6.       TERM OF AGREEMENT

         6.01     TERM - The initial term of this Agreement shall be for twelve
(12) months ("Initial Term") and the Commencement Date shall be January 1,
1995. After the Initial Term, a "Year" under this Agreement shall begin on
January 1 and end on December 31. The term of this Agreement shall be
automatically extended for one (1) year on each successive January 1 thereafter
unless either party provides the other with written notice of such party's
intention not to extend the term no less than one hundred eighty (180) days
prior to the January 1 renewal date or until this Agreement is appropriately
terminated by either party as provided in Section 7 herein. Upon renewal of the
Initial Term and any subsequent term, the then applicable rates of compensation
specified in this Agreement shall apply unless otherwise agreed upon by the
parties in writing.

7.       TERMINATION

         7.01     TERMINATION OF AGREEMENT WITH MATERIAL CAUSE - Either party,
as appropriate, may terminate this Agreement for material cause as set forth in
Sections 7.01.01 or 7.01.02, hereof subject to the notice and cure periods set
out in Section 7.02 hereof, if applicable. In the event either party seeks to so
terminate this Agreement, the terminating party shall give written notice of
termination stating the actions of the other party constituting material cause
for termination.

                  7.01.01  CAUSE FOR TERMINATION OF AGREEMENT BY IPA - The
following shall constitute cause for termination of this Agreement by IPA:

                           a.       Non-payment - Failure by PacifiCare to pay
Capitation Payments due to IPA hereunder within twenty (20) days of the
Capitation Payment due date or failure by PacifiCare to make any other payments
due to IPA hereunder within forty-five (45) days of any such payment's due date.

                           b.       Revocation of Certification or License -
Revocation by the State of California or the United States Government of any
certification or license of PacifiCare necessary for the performance of this
Agreement.

                           c.       Breach of Material Term and Failure to
Cure - PacifiCare's breach of any material term, covenant, or condition and
subsequent failure to cure said breach as provided in Section


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<PAGE>

7.02 hereof. The written notice of termination shall contain specific reference
as to the breaches which have caused such failure.

                  7.01.02  CAUSE FOR TERMINATION OF AGREEMENT BY PACIFICARE -
The following shall constitute cause for termination of this Agreement by
PacifiCare:

                           a.       Financial Failure of IPA - PacifiCare's
reasonable determination of IPA's anticipated inability to provide or arrange
for Medical Services as described herein due to the likelihood of IPA's lack of
financial resources, other than due to PacifiCare's non-payment of amounts due
IPA hereunder. IPA shall have the opportunity to dispute such determination by
PacifiCare by providing reasonable evidence and assurances of financial
stability and capacity to perform under this Agreement.

                           b.       Failure to Provide Quality Medical Services
- Failure to maintain the standards set forth in Section 3.02 of this Agreement
and such failure is not corrected consistent with the provisions of Section
7.02. The written notice of termination shall contain specific reference to the
breaches which have caused such failure. PacifiCare reserves the right to
withdraw from IPA all or part of its Subscribers if the Medical Services are not
being properly provided or arranged for pursuant to this Agreement and such
deficiencies are not corrected consistent with the provisions of Section 7.02 of
this Agreement.

                           c.       Failure to Provide Services - Failure to
provide Medical Services to Subscribers as provided herein. The written notice
of termination shall contain specific reference as to the breaches which have
caused such failure.

                           d.       Breach of Material Term and Failure to
Cure - IPA's breach of any material term, covenant or condition of the Agreement
and subsequent failure to cure said breach as provided in Section 7.02 of this
Agreement. The written notice of termination shall contain specific reference as
to the breaches which have caused such failure.

         7.02     CURING PERIOD AND TERMINATION DATE - The party receiving the
written notice of termination shall have thirty (30) days from the receipt of
said notice to cure or otherwise eliminate the circumstances constituting cause
for termination. If such party fails to cure or eliminate the circumstances
constituting cause for termination within a (30) day period, this Agreement
shall terminate thirty (30) days from the date of expiration of the curing
period, said expiration date being sometimes called herein the "effective date
of termination".

         7.03     REPAYMENT UPON TERMINATION - Within one hundred and eighty
(180) days of the effective date of termination of this Agreement as provided
herein, an accounting shall be made by


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<PAGE>

PacifiCare of monies due and owing either party and payment shall be forthcoming
by the appropriate party to settle such balance within thirty (30) days of such
accounting. Either party may request an independent audit of such PacifiCare
accounting by a mutually acceptable independent certified public accountant and
such audit shall be equally paid for by both parties. The parties agree to abide
by the findings of such independent audit and appropriate payment by the
appropriate party, if any, shall be made within thirty (30) days of such
independent audit.

         7.04     TERMINATION NOT AN EXCLUSIVE REMEDY - Any termination by
either party pursuant to this Section 7 is not meant as an exclusive remedy
and such terminating party may seek whatever action in law or equity as may be
necessary to enforce its rights under this Agreement.

8. RECORDS, DATA COLLECTION, CITATIONS AND RIGHT TO INSPECT RECORDS

         8.01     RECORDS - IPA shall maintain and provide such records and
information as reasonably necessary for PacifiCare to properly administer the
Secure Horizons Medical and Hospital Plan and consistent with state and federal
law. The duties imposed by this Section 8.01 shall not terminate upon
termination of this Agreement, whether by rescission or otherwise, and shall be
in effect until the completion of the phase-out period pursuant to Section 3.09.
The cost for preparation and submission of this data shall be borne solely by
IPA.

         IPA shall maintain records and provide such information to PacifiCare
or the California Commissioner of Corporations as may be necessary for the
compliance by PacifiCare with the provisions of state and federal law and
regulations promulgated thereto, and such records shall be retained by IPA for
at least two (2) years following the provision of Medical Services. This
obligation is not terminated upon termination of this Agreement, whether by
rescission or otherwise.

         8.02     CONFIDENTIALITY OF RECORDS - IPA shall safeguard the
confidentiality of Subscriber health records and treatment in accordance with
all state and federal laws, including, without limitation, the Privacy Act, as
implemented by 45 Code of Federal Regulations 5(b) and the regulations
promulgated thereunder.

         8.03     DATA COLLECTION - IPA shall maintain and provide to
PacifiCare on a timely basis, the utilization data more particularly described
in the PacifiCare Provider Policies and Procedures Manual for the effective
management of PacifiCare's health care delivery system. Among the reports which
IPA shall provide to PacifiCare are completed reports within thirty (30) days
following the end of each month containing an itemized list of all Medical
Services, other than Hospital Services, provided to or arranged for Subscriber
during such month. This report shall be as


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<PAGE>

described in the PacifiCare Provider Policies and Procedures Manual. PacifiCare
shall impose a penalty for failure to submit such data, which was reasonably
within the control of IPA to submit, with ninety (90) days of the date of
service by permanently withholding one percent (1%) of IPA's monthly Capitation
for each month IPA fails to submit such data.

         8.04     RIGHT TO INSPECT - IPA shall provide access at reasonable
times upon demand by PacifiCare, or any governmental regulatory agency
responsible for the administration of health care service plans, to inspect
facilities, equipment, books and records relating to the performance of this
Agreement, including, without limitation, Subscriber patient records,
financial records pertaining to the cost of operations and income received by
IPA for Medical Services rendered to Subscribers. Unless otherwise required by
law, PacifiCare shall provide IPA with a seventy-two (72) hour prior written
notice of any such inspection.

         8.05     CITATIONS - IPA shall notify PacifiCare in writing of each
and every report of any governmental or quasi-governmental agency with
jurisdiction over IPA which contains any citation of IPA for failure to meet any
governmental or quasi-governmental standard on or after the Commencement Date of
this Agreement.

         8.06     FINANCIAL STATEMENTS - IPA shall provide to PacifiCare within
forty-five (45) days of the end of each calendar quarter copies of its quarterly
financial statements, which shall include a balance sheet, statement of income
and a statement of cash flow (the "financial statements") prepared in accordance
with generally-accepted accounting principles. Such quarterly statements shall
be certified by the chief financial officer of IPA as accurately reflecting the
financial condition of IPA for the period indicated. In addition, IPA shall
provide to PacifiCare, within forty-five (45) days of the end of each calendar
year, copies of its audited annual financial statements.

         8.07     TRANSFER OF MEDICAL RECORDS UPON TERMINATION - Upon the
effective date of termination of this Agreement and, if applicable, upon the
expiration of the phase-out period set forth in Section 3.09, at PacifiCare's
request, IPA shall copy all active PacifiCare Subscriber patient medical files
in IPA's possession and forward such files to another provider of Medical
Services designated by PacifiCare, provided such copying and forwarding is not
otherwise objected to by Subscribers. The copies of such medical files may be in
summary form. The cost of copying the patient medical files shall be borne by
IPA. IPA shall cooperate with PacifiCare in maintaining the confidentiality of
such confidential and proprietary information and trade secrets at all times.

9.       EXCLUSIVITY

         9.01     EXCLUSIVE USE OF HOSPITAL FOR HOSPITAL SERVICES - In
recognition of the need for centralized coordination of Medical


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<PAGE>

Services to PacifiCare Subscribers to ensure continuity and quality of care,
IPA agrees, subject to the limitations stated below, to utilize Hospital as its
exclusive provider of Hospital Services for all Subscribers in the IPA Service
Area. This exclusivity provision is subject to the following exceptions:

                  9.01.01  Emergency Services and Urgently Needed Services -
Subscribers admitted for Emergency Services or Urgently Needed Services through
other hospitals, whether in or out of the IPA Service Area;

                  9.01.02  Unavailable Hospital Services - Subscribers requiring
Hospital Services not available at Hospital, including specialty Hospital
Services and those which cannot be provided due to ethical principles of
Hospital;

                  9.01.03  Unauthorized Admissions - Unauthorized Subscriber
admissions to facilities within the IPA Service Area for Hospital Services;

                  9.01.04  Subscriber Requests for Treatment at Other
Facilities - IPA may, in coordination with PacifiCare, grant Subscriber requests
for treatment at another facility due to medical necessity or impairment of the
Hospital/Subscriber relationship, or Hospital bed capacity. IPA shall exercise
reasonable efforts in discouraging Subscriber transfers at Subscriber's request
unless Subscriber can show just cause for such transfer and IPA deems the
transfer medically safe.

                  9.01.05  Breach of Agreement - IPA shall not be obligated to
continue to refer Subscribers to Hospital upon written notice to IPA by
PacifiCare of Hospital's breach of any material term of its contract with
PacifiCare.

                  9.02 UTILIZATION OF IPA BY PACIFICARE - Nothing in this
Agreement shall be construed to require PacifiCare to assign any minimum or
maximum number of Subscribers to IPA, nor to require PacifiCare to utilize the
Medical Services of IPA for any or all Subscribers in the IPA Service Area.

         10.      GOVERNING LAW AND DISPUTE - RESOLUTION

         10.01    GOVERNING LAW - This Agreement and the rights and obligations
of the parties hereunder shall be construed, interpreted, and enforced in
accordance with, and governed by, the laws of the State of California, and the
United States and all regulations promulgated pursuant thereto.

         Any provisions required to be in this Agreement by any of the above
Acts and regulations shall bind PacifiCare and IPA whether or not expressly
provided in this Agreement.


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<PAGE>
         10.02    DISPUTE BETWEEN IPA AND SUBSCRIBER NOT GOVERNED BY AGREEMENT
- Any controversies or claims between IPA and Subscriber arising out of IPA's
performance of this Agreement are not governed by this Agreement. IPA and
Subscriber may seek any appropriate legal action to resolve such controversy or
claim deemed necessary.

         In the event of a dispute between IPA and a Subscriber and upon mutual
agreement between IPA and such Subscriber, PacifiCare agrees to make available
the Subscriber Grievance Resolution Process described in the Secure Horizons
Medical and Hospital Plan Agreement for resolution of such dispute. In such
instance, the decision of the PacifiCare Subscriber Satisfaction Committee and
Board of Directors shall not be binding upon the parties except upon agreement
between IPA and the Subscriber. Nor shall such grievance be subject to binding
arbitration except upon agreement between the parties. Should IPA and
Subscriber fail to resolve the grievance, IPA and Subscriber may seek any
appropriate legal action deemed necessary by such party.

         10.03    PAYMENT DISPUTES BETWEEN IPA AND SPECIALIST PHYSICIANS - In
the event IPA fails to make a payment to a Specialist Physician within sixty
(60) days of the submission of the bill by Specialist Physician to IPA and the
validity and the amount of the submitted bill are undisputed, PacifiCare may,
in its sole and absolute discretion, elect to pay the Specialist Physician on
behalf of IPA and deduct such payment from IPA's next monthly Capitation
Payment.

         Should a dispute concerning a claim for payment for Medical Services
rendered to Subscribers arise between IPA and a Specialist Physician who is a
Participating Medical Provider, IPA or the Specialist Physician may submit a
written complaint to PacifiCare. The complaint shall describe the disputed claim
and the basis for the amounts claimed and include the applicable written
agreement between IPA and the Specialist Physician. PacifiCare shall investigate
the complaint and make a determination of whether or not the claim is valid and
should be paid. In the event PacifiCare determines that IPA owes any amount to
Specialist Physician, IPA shall make such payment within thirty (30) days of
PacifiCare's determination. If IPA fails to pay the amount due within this
thirty (30) day period, PacifiCare may deduct the amount owed from IPA's next
monthly capitation payment. This amount will temporarily be placed in an account
(the "Claims Dispute Account") which shall be established by PacifiCare. If IPA
or Specialist Physician wishes to contest PacifiCare's determination, either may
do so by initiating an action for binding arbitration and notifying PacifiCare
of such initiation within thirty (30) days of PacifiCare's determination. If IPA
or Specialist Physician fails to request arbitration within thirty (30) days or
if the arbitration affirms PacifiCare's decision that amounts are owing from IPA
to Specialist Physician, PacifiCare shall release from the Claims Dispute
Account the amount owing to Specialist. If the arbitration results in a decision
that no money or a lesser amount


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<PAGE>


than was determined by PacifiCare is owing to Specialist Physician, PacifiCare
shall release to IPA the amounts which were erroneously withheld from IPA's
Capitation Payment.

         In the event this Agreement has been terminated prior to PacifiCare's
investigation and written determination and PacifiCare's investigation results
in a determination that IPA owes money to Specialist Physician, PacifiCare may,
in its sole and absolute discretion, elect to pay Specialist Physician on behalf
of IPA and seek reimbursement from IPA.

         10.04    PAYMENT DISPUTES BETWEEN HOSPITAL AND IPA - In the event of a
dispute between Hospital and IPA concerning amounts due or owing under the
Hospital Control Program or as the result of an alleged breach of the exclusive
referral arrangement set forth in Section 9 above, Hospital or IPA may submit a
written complaint to PacifiCare. The complaint shall describe the disputed claim
and the basis for the amounts claimed. PacifiCare shall investigate the
complaint and make a written determination of whether or not the claim is valid
and should be paid. IPA and Hospital shall cooperate with PacifiCare's
investigation by providing in a timely manner all information reasonably
requested by PacifiCare.

         In the event PacifiCare determines that IPA owes any amount to Hospital
or Hospital owes any amount to IPA, the owing party shall make the appropriate
payment within thirty (30) days of PacifiCare's written determination. If the
owing party fails to pay the amount due within this thirty (30) day period,
PacifiCare may deduct the amount owed from the owing party's next monthly
Capitation Payment. This amount will temporarily be placed in an account (the
"Claims Dispute Account") which shall be established by PacifiCare. If IPA or
Hospital wish to contest PacifiCare's written determination, either may do so
by initiating an action for binding arbitration and notifying PacifiCare of such
initiation within thirty (30) days of PacifiCare's determination. If IPA or
Hospital fails to request arbitration within thirty (30) days or if the
arbitration affirms PacifiCare's decision, PacifiCare shall release from the
Claims Dispute Account the amount owing to the appropriate party as initially
determined by PacifiCare. If the arbitration results in a decision that no
money or a lesser amount than was determined by PacifiCare is owing to either
Hospital or IPA, PacifiCare shall release to IPA and/or Hospital the amounts
owing each party as determined by the arbitration.

11.      NOTICE

         11.01    NOTICE - Any notice required to be given hereunder shall be in
writing and either delivered personally or sent by registered or certified mail,
return receipt requested, to either PacifiCare or IPA at the addresses listed
below, or at such other addresses as either PacifiCare or IPA may hereafter
designate to the other;


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<PAGE>

                              To PacifiCare:    P.O. Box 6006
                                                Cypress, CA  90630-0006
                              ATTENTION:        PRESIDENT

                              To Hospital:      Desert Valley Hospital
                                                16850 Bear Valley Road
                                                Victorville, CA  92392
                              ATTENTION:        Administration

                              To IPA:           Prime Care Medical Group of
                                                Chino Valley
                                                1915 West Redlands Blvd, Ste 111
                                                Redlands, CA  92373-8050
                              ATTENTION:        Administration

                                    All notice shall be deemed given on the date
of delivery if delivered personally or on the day three (3) business days after
such notice is deposited in the United States mails, addressed and sent as
provided above.

12.      MISCELLANEOUS

         12.01    PROTECTION OF SUBSCRIBER - IPA may not impose any limitations
on the acceptance of Subscribers for care or treatment that it does not impose
on other patients of the IPA. Neither PacifiCare, IPA nor Hospital may request,
demand, require or seek directly or indirectly the transfer, discharge or
removal of any Subscriber for reasons of Subscriber's need for, or utilization
of, Medially Necessary Medical or Hospital Services, except in accordance with
the procedures established for such action. IPA shall not refuse or fail to
provide Medically Necessary Medical Services to any Subscriber. Procedures for
removal, discharge or transfer of Subscribers shall be mutually agreed upon
between IPA and PacifiCare consistent with the Secure Horizons Medical and
Hospital Plan.

         12.02    OTHER AGREEMENTS - Nothing in this Agreement shall prevent
PacifiCare and IPA from contracting with each other for provision of services
not covered by this Agreement.

         12.03    REFUSAL BY PHYSICIAN - If IPA or any of its Member
Physicians refuses Medical Services to a Subscriber assigned to IPA for any
reason whatsoever, it shall remain the responsibility of IPA to assure that such
Subscriber receives Medical Services consistent with the terms of this
Agreement.

         12.04    CONFIDENTIAL AND PROPRIETARY INFORMATION

                  12.04.01 Information Confidential and Proprietary to
PacifiCare - IPA acknowledges that all PacifiCare Subscribers participating in a
Secure Horizons Medical and Hospital Plan individually or through an employer
group and receiving Medical Services shall be Subscribers of PacifiCare.
Subscriber and


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<PAGE>

employer group information shall include, without limitation, the names,
addresses and telephone numbers of all Subscribers; member, employer and
administrative service manuals and all forms related thereto; and records, files
(other than patient medical files) and lists contained in IPA and PacifiCare
files.

                  IPA acknowledges that all such information is confidential and
proprietary to PacifiCare and that such Subscriber and employer group
information contains valuable trade secrets of PacifiCare.

                  All PacifiCare Subscriber agreements and the information
contained therein regarding PacifiCare, IPA, employer groups, Subscribers or the
financial arrangements between a hospital, IPA and PacifiCare is confidential
and proprietary to PacifiCare.

                  IPA shall maintain all Subscriber information and other
PacifiCare trade secret information confidential. IPA shall not disclose or use
any confidential and proprietary information for its own benefit or gain either
during the term of this Agreement or after the date of termination of this
Agreement; provided, however, that IPA may use the name, address and telephone
number or other medical information of a PacifiCare Subscriber if Medically
Necessary for the proper treatment of such Subscriber or upon express prior
written permission of PacifiCare or the Subscriber.

                  12.04.02 Information Confidential and Proprietary to IPA - IPA
shall provide PacifiCare with a written description of all information
proprietary to IPA which is confidential and contains trade secrets of IPA ("IPA
Information"). PacifiCare shall maintain IPA Information confidential.
PacifiCare shall not disclose or use any IPA Information for its own benefit
either during the term of this Agreement or after the effective date of
termination of this Agreement. Upon termination of this Agreement, PacifiCare
shall provide and return to IPA all IPA Information in its possession in a
manner to be specified by IPA. PacifiCare shall cooperate with IPA in
maintaining the confidentiality of IPA Information at all times.

                  12.04.03 Solicitation of PacifiCare Subscribers or Employer
Groups - IPA shall not directly or indirectly engage in the practice of
solicitation or the patronage of PacifiCare's Subscribers or employer groups
without PacifiCare's prior written consent. Solicitation shall mean conduct by
an officer, agent, employee or Member Physician of IPA or its assignee or
successor during the Initial Term or any subsequent term of this Agreement and
continuing for a period of one (1) year after the effective date of termination
of this Agreement which may be reasonably interpreted as designed to persuade
PacifiCare Subscribers to discontinue their Subscriber agreements with
PacifiCare or to continue to receive health care services from IPA on a
fee-for-service basis or to encourage PacifiCare Subscribers to participate in
the prepaid health service plan offered by IPA, or any other prepaid health
service plan (the "Solicitation"). The breach of


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<PAGE>

this Section 12.04.03 during any term of this Agreement shall be grounds for
termination of this Agreement pursuant to Section 7.01.02 of this Agreement.

         12.05    CONFIDENTIALITY OF THIS AGREEMENT - To the extent reasonably
possible, each party agrees to maintain this Agreement as a confidential
document and not to disclose the Agreement or any of its terms without the
approval of the other party.

         12.06    ASSIGNMENT - This Agreement and the rights, interests, and
benefits hereunder shall not be assigned, transferred, pledged, or hypothecated
in any way by IPA or PacifiCare and shall not be subject to execution,
attachment or similar process, nor shall the duties imposed herein be
subcontracted or delegated without the written consent of the other party.
Notwithstanding, PacifiCare may assign, transfer, pledge or hypothecate this
Agreement and its rights, interests and benefits hereunder to any entity which
has at least majority control of PacifiCare or to any entity of which
PacifiCare has at least majority control.

         12.07    INVALIDITY OF SECTIONS OF AGREEMENT - The unenforceability or
invalidity of any paragraph or subparagraph of any section or subsection of
this Agreement shall not affect the enforceability and validity of the balance
of this Agreement.

         12.08    WITHDRAWAL OF SUBSCRIBERS BY PACIFICARE - PacifiCare reserves
the right to withdraw from IPA all or part of the Subscribers from IPA whose
Medical Services are not being properly provided pursuant to this Agreement.
PacifiCare shall provide written notice to IPA of such withdrawal and the
reasons therefore. PacifiCare shall then allow IPA thirty (30) days from the
date of such notice to correct deficiencies. If such deficiencies are not
corrected to PacifiCare's satisfaction within said period, PacifiCare may
withdraw its Subscribers as provided in this Section 12.08 and remove IPA's
name from PacifiCare's marketing materials.

         12.09    TRANSFER OF SUBSCRIBERS - PacifiCare may require transfer of
Subscribers assigned to IPA for any reason; or, IPA may request transfer of
Subscribers assigned to it by PacifiCare to other IPAs for cause or if the
capacity of IPA is overburdened so that the provision of Medical Services as
required by this Agreement is affected; all such transfers shall be consistent
with the PacifiCare Provider Policies and Procedures Manual.

         12.10    CAPTIONS - Captions in this Agreement are descriptive only and
do not affect the intent or interpretation of the Agreement.

         12.11    AMENDMENT - This Agreement may be amended or modified only by
mutual written consent of the parties. Notwithstanding the foregoing sentence,
PacifiCare may amend this Agreement upon thirty (30) days written notice to IPA
in order to maintain compliance with applicable federal and state laws;
provided, however, any such


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<PAGE>

amendment which affects a material duty or responsibility of IPA and has a
material adverse economic effect upon IPA as reasonably demonstrated by IPA to
PacifiCare, shall be subject to the provisions of Section 12.12 below.

         12.12    MODIFICATIONS OF THIS AGREEMENT AND/OR PACIFICARE PROVIDER
POLICIES AND PROCEDURES MANUAL AND/OR PACIFICARE HEALTH PLAN - Anything to the
contrary herein notwithstanding, in the event of any material modification of
this Agreement and/or the Pacificare Provider Policies and Procedures Manual
and/or the Secure Horizons Medical and Hospital Plan that (i) affects a material
duty or responsibility of IPA, and (ii) causes a material adverse economic
effect to IPA, IPA and PacifiCare shall seek to agree to an amendment to this
Agreement which satisfactorily addresses the effect on IPA's material duty or
responsibility and reimburses the material economic detriment caused to IPA. In
the event such an agreement cannot be reached within sixty (60) days after the
date PacifiCare gives IPA written notice of such modification, such modification
shall not be effective.

         12.13    TERMS; SECTIONS - Unless otherwise indicated, all terms in any
appropriate attachments, addendums and amendments hereto shall have the same
meaning attributed to such terms in the body of this Agreement and references to
section numbers are to the appropriate sections of this Agreement.

         12.14    IPA'S AUTHORIZED REPRESENTATIVE - Unless otherwise indicated
in writing to PacifiCare, IPA warrants and authorizes its administrator to act
as its fully authorized representative to represent IPA and Member Physicians
in this Agreement and to receive any and all communications and notices
hereunder.

         12.15    ATTORNEYS' FEES AND COSTS - If any action at law or suit in
equity is brought to enforce or interpret the provisions of this Agreement or
to collect any monies due hereunder, the prevailing party shall be entitled to
reasonable attorneys' fees and reasonable costs, together with interest thereon
at the highest rate provided by law, in addition to any and all other relief to
which it may otherwise be entitled.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
_____________________________________, California, on ________________, 19___.



IPA                                     PACIFICARE OF CALIFORNIA

By: /s/                                 By: /s/
   ----------------------------------      ----------------------------------
Title Executive Vice President          Title:
     --------------------------------
Tax ID#
       ------------------------------

PRIME CARE                          29                      MEDICAL PARTIAL RISK
<PAGE>

                                   Schedule 1

This contract is a representative example of the following substantially similar
contracts to which subsidiaries of the Company and Pacificare are parties.
Pursuant to Instruction 2 of Item 601 of Regulation S-K, the Company is listing
the names of the additional contracts.

IPA Medicare Partial Risk Services Agreement Between Pacificare of California
and Prime Care Medical Group of Chino Valley, Inc.

IPA Medicare Partial Risk Services Agreement Between Pacificare of California
and Prime Care Medical Group of Corona, Inc.

IPA Medicare Partial Risk Services Agreement Between Pacificare of California
and Prime Care Medical Group of Hemet Valley, Inc.

IPA Medicare Partial Risk Services Agreement Between Pacificare of California
and Prime Care Medical Group of Inland Valley, Inc.

IPA Medicare Partial Risk Services Agreement Between Pacificare of California
and Prime Care Medical Group of Moreno Valley, Inc.

IPA Medicare Partial Risk Services Agreement Between Pacificare of California
and Prime Care Medical Group of Redlands, Inc.

IPA Medicare Partial Risk Services Agreement Between Pacificare of California
and Prime Care Medical Group of Riverside, Inc.

IPA Medicare Partial Risk Services Agreement Between Pacificare of California
and Prime Care Medical Group of Sun City, Inc.

IPA Medicare Partial Risk Services Agreement Between Pacificare of California
and Prime Care Medical Group of Temecula, Inc.