SECURED
PROMISSORY NOTE


Dated: July
____, 2001


$1,750,000.00                
                        
                                        
                        
                                        
                        
         Long Beach, California


FOR VALUE RECEIVED, and, in
particular, in consideration of the surrender by Cedars Sinai Medical Center
(“Holder”) and the redemption by LatinoCare Management Corporation
(“Maker”) of all shareholdings of Holder in Maker, the undersigned,
Maker, promises to pay to Holder, in lawful money of the United States, the
principal sum of One Million Seven Hundred Fifty Thousand Dollars
($1,750,0,00.00), which sum shall bear interest at the rate of Six Percent (6%)
per annum, as follows: 


1.        Five Hundred  Thousand  Dollars  ($500,000)  shall be paid on or before the  expiration  of one hundred
twenty (120) days from the date of this Note;


2.        Five Hundred  Thousand  Dollars  ($500,000) shall be paid on or before the expiration of two hundred of
forty (240) days from the date of this Note; and


3.         Seven Hundred Fifty
Thousand Dollars ($750,000) and all accrued but unpaid interest shall be paid on
or before the expiration of three hundred sixty (360) days from the date of this
Note. 


        This
Note shall be secured by and Holder specifically agree that its sole recourse in
the event of a breach hereunder by Maker shall be the repossession of that
portion, if any, of its shareholdings in Maker, remaining after the same has
been reduced pursuant to the following formula: (a) for the first Seven Hundred
Fifty Thousand Dollars ($750,000) repaid by Maker, Holder’s recourse
shareholdings shall be reduced from twenty-eight percent (28%) of the issued and
outstanding shares of Maker to not less than twenty percent (20%) of such issued
and outstanding shares, or the portion thereof; and (b) for the next One Million
Dollars repaid by Maker, Holder’s recourse shareholdings shall be reduced
from twenty percent (20%) of the issued and outstanding shares of Maker to zero
percent (0%) of such issued and outstanding shares, or the portion thereof. 


        If
this Note is not paid when due, Maker shall pay all costs of collection,
including without limitation, reasonable attorneys’ fees and costs, and all
expenses in connection with the protection or realization of this Note, which
fees, costs and expenses are incurred by the Holder hereof on account of such
collection, whether or not suit is filed hereon. Such costs and expenses shall
include, without limitation, all costs, attorney’s fees and expenses
incurred by the Holder hereof in connection with any insolvency, bankruptcy,
reorganization, assignment for the benefit of creditors or other similar
proceedings involving the undersigned or any maker, endorser, guarantor or
surety hereof, which in anyway affect the exercise by the Holder hereof of
the Holder’s rights and remedies under this Note. Failure by the
Holder to exercise the option of determining this Note to be due and payable or
any other option to call the indebtedness for a specific default shall not
constitute nor be deemed to be a waiver of the right to exercise the same in the
event of any subsequent default. 


                 This Note may be prepaid in whole or in any part.


        Whenever
possible , each provision of this Note will be interpreted in such manner as to
be effective, valid and enforceable under applicable law. In case any provision
of this Note is held to be prohibited by, or invalid or unenforceable under
applicable law, the validity, legality and enforceability of the remailing
provisions shall not in any way be affected or impaired thereby. 


        WITNESS
the following signature as of the day and year first above written. 


"Maker"                
                        
                                        
                        
                          
            LATINOCARE MANAGEMENT CORPORATION,

                                                              
A California Corporation