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Exhibit 10.139

SERVICES TERMINATION AGREEMENT

THIS SERVICES TERMINATION AGREEMENT (this Agreement) is made and entered
into as of April 30, 2002 (the Effective Date), by and between San Fernando
Community Hospital, a California nonprofit public benefit corporation d/b/a
Mission Community Hospitaland San Fernando Community Hospital(Hospital),
and OptimumCare Corporation, a Delaware corporation (Manager).

WITNESSETH:

WHEREAS, Hospital is a California nonprofit public benefit corporation;

WHEREAS, Hospital and Manager are parties to that certain Mental Health
Outpatient Hospitalization Services Agreement dated as of December, 1999, and
that certain Mental Health Inpatient Hospitalization Services Agreement dated
as of December, 1999, as the same may have been amended (collectively, the
Services Agreements), pursuant to the terms of which Manager agreed to
provide certain management and administrative services related to the
non-medical aspects of Hospitals business operations; and

WHEREAS, each of Hospital and Manager desire to terminate the Services
Agreements;

NOW, THEREFORE, in consideration of the promises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the parties hereto hereby agree as follows:

ARTICLE 1.
TERMINATION OF SERVICES AGREEMENTS

Section 1.1. Termination. Subject to the terms and conditions of this
Agreement, and upon the basis of the representations and warranties herein
contained, the Services Agreements are hereby terminated by mutual agreement of
Hospital and Manager effective as of the Effective Date.

ARTICLE 2.
PAYMENTS TO MANAGER

Section 2.1. Subject to the terms and conditions of this Agreement,
Manager shall be entitled to (a) payment in the aggregate amount of Three
Hundred Thousand Dollars ($300,000.00) as compensation for the early
termination of the Services Agreements prior to the natural expiration of their
terms (Termination Fee), and (b) payment of Seven Hundred Seventy Five
Thousand Dollars ($773,931.00) in full satisfaction of all past invoices and
services incurred as of the Effective Date of this Agreement (Final Payment).



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Section 2.2. The Termination Fee and Final Payment shall be paid by check
and delivered to Manager by Hospital upon execution of this Agreement

ARTICLE 3.
PERFORMANCE UNDER SERVICES AGREEMENTS

Section 3.1. Manager hereby agrees that, except as otherwise provided in
this Agreement, no fees, bonuses or other amounts are or shall become payable
by Hospital to Manager in respect of Managers services pursuant to the
Services Agreements.

Section 3.2. Hospital hereby agrees that, except as otherwise provided in
this Agreement, from and after the Effective Date, Manager shall not be
required to perform any services or duties pursuant to the terms of the
Services Agreements.

Section 3.3. Except as provided in Section 3.4. below, Hospital and
Manager agree that this Agreement shall not excuse their promises and
obligations set out in Section 5.6  Effects of Termination in each of the
Services Agreements during the period after to the Effective Date.

Section 3.4. Manager hereby agrees that the Final Payment constitutes
full compensation owed to Manager for services rendered to Hospital on or prior
to the Effective Date. Except with respect to those (9) individuals listed on
Schedule 3.4 and Managers employees who work in the OptimumCare Call Center
other than those individuals who are also employed by Hospital, Manager hereby
waives Section 6.6 of each of the Services Agreements and Hospital shall
hereinafter be excused from any and all non-solicitation covenants,
limitations, restrictions, and/or prohibitions with regard to Hospitals
solicitation, hiring and/or retention of Managers employees.

ARTICLE 4.
MISCELLANEOUS PROVISIONS

Section 4.1. Notices. Each notice, request, demand, approval or other
communication which may be or is required to be given under this Agreement
shall be in writing and shall be deemed to have been properly given when
delivered personally at the address set forth below for the intended party
during normal business hours at such address, when sent by facsimile or other
electronic transmission to the respective facsimile transmission numbers of the
parties set forth below with telephone confirmation of receipt, or three (3)
business days after the date when sent by recognized overnight courier or by
United States registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:



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If to Hospital:

Mission Community Hospital 14850 Roscoe Boulevard Panorama City,
California 91402 Attention: Chief Executive Officer Facsimile: (818) 904-3529
Confirm: (818) 787-2222 With copy to: Davis Wright Tremaine LLP 865 S. Figueroa
Street, Suite 2400 Los Angeles, California 90017 Attention: Thomas E. Jeffry,
Jr., Esq. Facsimile: (213) 633-6899 Confirm: (213) 633-6800

If to Manager:

OptimumCare Corporation 30011 Ivy Glenn Drive Laguna Niguel, CA 92677
Attention: Edward Johnson Facsimile: (310) 410-5148 Confirm: (310) 410-5142
Notices shall be given to such other addressee or address, or both, or by way
of such other facsimile transmission number, as a particular party may from
time to time designate by written notice to the other parties hereto.

Section 4.2. Further Assurance. Each of the parties hereto hereby agrees
that it will from time to time, upon the reasonable request of another party
hereto, take such further action as the other may reasonably request to carry
out the provisions of this Agreement.

Section 4.3. Execution and Counterparts. This Agreement may be executed
in any number of counterparts, each and all of which shall be deemed for all
purposes to be one agreement.

Section 4.4. Headings. The headings in this Agreement are intended
solely for convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement.

Section 4.5. Effectiveness. This Agreement shall have no force or effect
whatsoever unless and until the same shall have been executed and delivered by
Hospital and Manager.

Section 4.6. Miscellaneous. This Agreement (a) constitutes the entire
agreement and supersedes all other prior agreements and undertakings, both
written and oral, between the parties hereto with respect to the subject matter
hereof; (b) is not intended to confer upon any other person or entity who or
which is not a party hereto any rights or remedies hereunder; (c) shall be
binding upon and inure to the benefit of Hospital and Manager and their
respective heirs, personal representatives, successors and assigns; and (d)
shall be governed in all respects, including validity, interpretation and
effect, by the laws of the State of California, except as otherwise provided
herein. This Agreement is intended to be binding upon, and shall bind and
create legal rights and/or obligations with respect to, only Hospital and
Manager and not their respective affiliates.

Section 4.7. Amendment. This Agreement may not be amended except by an



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instrument in writing signed by Hospital and Manager.

Section 4.8. Waiver. Any terms or provisions of this Agreement may be
waived in writing at any time by the party that is entitled to the benefits
thereof, or its respective counsel. The failure of either party at any time or
times to require performance of any provision hereof shall in no manner affect
such partys right at a later time to enforce the same. No waiver by any party
of a condition or of the breach of any term, covenant, representation or
warranty of this Agreement, whether by conduct or otherwise, in any one or more
instances shall be deemed to be or construed as a further or continuing waiver
of any such condition or breach or a waiver of any other condition or of the
breach of any other term, covenant, representation or warranty of this
Agreement.

Section 4.9. Attorneys Fees. Each of the parties shall bear all
attorneys fees and costs arising from the actions of its own counsel in
connection with this Agreement, with the termination of the Services
Agreements, and the matters and documents referred to herein. In the event any
party to this Agreement institutes litigation to enforce any term or provision
of this Agreement, the successful party in such action shall be entitled to
recover from the unsuccessful party all costs and expenses incurred in such
litigation expressly including, but not limited to, reasonable attorneys fees,
and such costs, expenses and attorneys fees shall be included in and made a
part of any judgment rendered in such litigation.

Section 4.10. Independent Advice. Each party represents that is has
received independent legal advice from its attorneys with respect to the
advisability of making the settlement provided for herein, with respect to the
advisability of executing this Agreement, and with respect to the meaning of
California Civil Code Section 1542.

Section 4.11. Risks of Mistake. In entering into this Agreement and the
settlement provided for herein, each party assumes the risks of any mistake.
If any party should subsequently discover that any fact relied upon by it in
entering into this Agreement was untrue, or that such partys understanding of
the facts or of the law was incorrect, such party shall not be entitled to any
relief in connection therewith, including, without limitation on the generality
of the foregoing, any alleged right or claim to set aside or rescind this
Agreement. This Agreement is intended to be and is final and binding between
the parties hereto, regardless of any claims of promise made without the
intention to perform, inadequacy of consideration, mistake of fact or law, or
of any other circumstance whatsoever.

Section 4.12. Each Term Contractual. Each term of this Agreement is
contractual and not merely a recital.

Section 4.13. No Transfer of Claims. Each party hereto represents that
it has not hypothecated, mortgaged, assigned, encumbered, transferred or
otherwise disposed of any claim or loss that is or may be the subject of this
Agreement. Each party hereto covenants and agrees that it will not assign or
transfer any claims which have been settled and



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released pursuant to this
Agreement to any third party for any purpose, including but not limited to
assignment for collection.

IN WITNESS WHEREOF, the parties hereto have caused this Services
Termination Agreement to be executed as of the day and year first above
written.

Manager
OptimumCare Corporation,
a Delaware corporation
 
 
By: ______________________________
Name: Edward A. Johnson
Its: Chief Executive Officer
 
 
Hospital
San Fernando Community Hospital,
a California nonprofit public benefit corporation
d/b/a Mission Community Hospital and San Fernando Community Hospital
 
 
By: _______________________________
Name: William W. Daniel
Its: Chief Executive Officer



Schedule 3.4



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LIST OF PERSONS THAT MAY NOT BE HIRED BY HOSPITAL

1.      JUDITH ARRANTS
 
2.      ROBYN CHEMRINOW
 
3.      APRIL HADDAD
 
4.      LYNN SURATOS
 
5.      BOBBIE BONGIORNO
 
6.      LAURA CAMPBELL
 
7.      GINA HILDEBRAND
 
8.      KIRSTEN KEMPFER
 
9.      TYRONE EVANS