MANAGEMENT SERVICES AGREEMENT

THIS MANAGEMENT SERVICES AGREEMENT  ("Agreement") is made and entered into as of
the  30th  day  of  November,   1995,  by  and  between  LATINOCARE   MANAGEMENT
CORPORATION,  a  California  corporation  ("Manager"),  and  LATINOCARE  NETWORK
MEDICAL GROUP, INC., a California professional corporation ("IPA").

                                    RECITALS

I. IPA is a California professional corporation duly organized under the laws of
the State of  California  and operated as an  individual  practice  association,
which  enters into  agreements  with  organizations  such as health care service
plans  (HMOs),  preferred  provider  organizations  (PPOs),  exclusive  provider
organizations  (EPOS),  and other  purchasers of medical  services  (hereinafter
collectively  referred to as "Plans") for the  arrangement  of the  provision of
health care services to subscribers or enrollees of said Plans (the "Practice");
and

     A. IPA has entered into written agreements with physicians and other health
care  professionals  ("Participating  Providers")  to provide or arrange for the
provision of health care services to  subscribers or enrollees of Plans who have
or will contract with IPA for health care services; and

     B. In addition to providing or arranging  for the  provision of health care
services to subscribers or enrollees of Plans,  IPA has also agreed to perform a
variety  of  administrative  and  management  services  in  connection  with the
provision of health care services to subscribers or enrollees of Plans; and

     D. Manager is in the business of providing  management  and  administrative
services, and has developed a system of operations, management and marketing for
independent practice associations engaged in providing health care services; and

     E. IPA desires to devote all of its time to  arranging  for the delivery of
health  care  services  to Plan  subscribers  or  enrollees,  and in  connection
therewith  desires to obtain the professional  assistance of Manager in managing
the business aspects of the Practice; and,

     F. Manager desires to provide IPA with the necessary  support to manage the
business  aspects of the  Practice,  including  but not limited to clerical  and
billing services, claims pursuit and collection, cash flow management, marketing
and general administrative  services (collectively,  "Management Services"),  to
enable IPA to concentrate on the development of the professional. aspects of the
Practice; and
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     NOW  THEREFORE,  in  consideration  of the mutual  covenants and conditions
hereinafter set forth and in exchange for good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

                                    AGREEMENT

         1. Premises.

     Pursuant  to the  Master  Lease  specified  below,  Manager  shall  provide
adequate IPA  administrative  office space at the address described therein (the
"Premises")  and facilities for the operation of the IPA  administrative  office
with leasehold improvements,  auxiliary services and utilities in order that IPA
may effectively perform its functions and duties.

     In  consideration of the sums to be paid to Manager under the terms of this
Agreement,  Manager  hereby leases to IPA during the term of this  Agreement the
facilities  and  leasehold  improvements  at the  Premises  and  the  furniture,
fixtures and equipment (the "FF&E")  listed on Exhibit "B" attached  hereto and
incorporated herein by this reference, under the following terms and conditions:

     1.1.  Manager is the lessee  under a lease for the  Premises  (the  "Master
Lease") a copy of which is  attached  hereto  as  Exhibit  "A" and  incorporated
herein by this reference. IPA hereby acknowledges that the Premises described in
the Master Lease are suitable for the IPA's  administrative  office space. Based
and  contingent  upon IPA's  promise to timely  pay all  amounts  due under this
Agreement, Manager hereby agrees to sublease a portion of the leased Premises to
IPA upon the following terms and conditions:


          1.1.1.  This sublease between Manager and IPA of the Premises shall be
     subject  to all of the terms and  conditions  of the Master  Lease.  In the
     event of the  termination of Manager's  interest as lessee under the Master
     Lease for any reason, then the sublease created hereby shall simultaneously
     terminate unless IPA is willing to assume the obligations  under the Master
     Lease and the Lessor consents thereto.

          1.1.2.  All of the terms and conditions  contained in the Master Lease
     are incorporated herein as terms and, conditions of the sublease (with each
     reference  therein  to  "Lessor"  and  "Lessee,"  to be  deemed to refer to
     Manager  and IPA,  respectively)  and,  along with the  provisions  of this
     Section 1.1 and Exhibit "A," shall be the complete  terms and conditions of
     the sublease created hereby.
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          1.1.3.  Notwithstanding  the  foregoing,,  as between Manager and IPA,
     Manager shall remain  responsible  for meeting the  obligations of "Lessee"
     under the sections entitled Rent, Additional Rent Adjustment,  Insurance on
     Fixtures, Liability Insurance,  Repairs, and Taxes of the Master Lease, and
     IPA shall have no monetary  obligation  in that  regard.  In  addition,  as
     between  Manager and IPA,  Manager  shall retain all rights to exercise any
     options to purchase the Premises,  or other similar  rights of ownership or
     possession, which may be granted under the Master Lease, and IPA shall have
     no rights in that regard.

          1.1.4.  In the event this  Agreement  is  terminated  according to its
     terms, this sublease shall also terminate automatically.

          1.1.5.  If the  Master  Lease  contains  an  option  to renew the term
     thereof,  Manager  shall notify IPA, at least thirty (30) days prior to the
     expiration of the time for exercising such option,  of Manager's  intention
     to renew or not to renew such term. If Manager determines not to renew such
     term,  Manager shall,  at IPA's option and upon the consent of the Landlord
     in accordance  with the terms of the Master Lease,  assign the Master Lease
     to IPA, including Manager's right to renew the term thereof.

         2.   Provision of Furniture, Furnishings and Equipment.

     Manager hereby provides to IPA, and IPA hereby leases from Manager, all the
FF&E,  which FF&E IPA agrees are  suitable and  sufficient  for IPA's use in the
operation of the Practice at the Premises and are generally in good repair.  The
use by IPA of said FF&E shall be subject to the following conditions:


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     2.1.  Title to all of the FF&E shall  remain in  Manager at all times,  and
upon  the  termination  of  this  Management  Services   Agreement,   IPA  shall
immediately  surrender  the FF&E to Manager in as good  condition as of the date
hereof,  normal  wear  and  tear  excepted.  Alternatively,  IPA,  in  its  sole
discretion,  shall  have the  option to  purchase  any,  or all of the FF&E upon
termination hereof. IPA shall exercise such option, if at all, by giving Manager
written notice of same (the  "Notice")  within twenty (20) days of the effective
date of termination hereof.  Upon exercise of such option,  Manager shall convey
to IPA within thirty (30) days of the effective date of termination  hereof, all
of the FF&E  identified  in the  Notice,  together  with (i) any  manufacturer's
warranties  that  Manager has received in  connection  with such FF&E and (ii) a
bill of sale or such other  instrument of conveyance as is reasonably  necessary
to accomplish said purchase;  and IPA shall simultaneously convey to Manager the
purchase  price for said FF&E. The purchase price shall be paid all in cash, and
shall equal the fair market value of the FF&E.

     2.2.  Manager shall be responsible  for all repairs and  maintenance of the
FF&E other than damage caused by negligence or willful misuse by IPA;  provided,
however,  IPA shall employ reasonable efforts to prevent damage to and excessive
wear of the FF&E,  and shall  promptly  notify  Manager  of any  needed  repairs
thereto.

     2.3.  Manager  shall  be  responsible  for all  property  taxes  and  other
assessments  relating  to or arising  out of  ownership  or use of the FF&E that
accrue on and after the date hereof.

     2.4. Manager shall provide and maintain, at its expense, such additional or
replacement  FF&E as the  Practice  reasonably  requires  from time to time,  as
determined by Manager in its sole  discretion,  in  consultation  with IPA. Such
additional or  replacement  FF&E shall be subject to all of the terms of Section
2.1 above.

     2.5. IPA may provide additional equipment at the Practice ("IPA Equipment")
at its  sole  cost  and  expense.  IPA  shall be  responsible  for all  repairs,
maintenance  and  replacement  of,  as well as all  property,  taxes  and  other
assessments  relating to or arising out. of ownership or use of, such additional
equipment,  unless IPA requests that Manager  provide such repairs,  maintenance
and  replacement  upon  such  terms  and  conditions  as the  parties  may agree
including,  without limitation, an increase in the Management Fee (as defined in
Section 8 below).  Title to said IPA Equipment shall remain in IPA's name at all
times.
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     2.6. All revenues of the IPA derived  directly or  indirectly  from any and
all FF&E or IPA equipment  located at or used in  connection  with the Practice,
shall be included in "Revenues" as defined in Exhibit "E."


          3.   Manager Responsibilities

     3.1. During the term of this Agreement, IPA engages Manager to serve as its
sole and exclusive  manager for and on behalf of IPA and hereby  grants  Manager
the authority and responsibility, as specifically set forth herein, to supervise
and manage the day to day operation of the IPA and Manager  agrees to furnish to
IPA those  Management  Services in a manner to enable IPA's  compliance with the
management and administrative  requirements of Plans, and in accordance with the
performance standards set forth in Exhibit "C".

                   3.1.1.     General Administrative Services

          Manager shall provide general business management,  administration and
     supervision  for the  business  operations  of  IPA,  which  shall  include
     secretarial and other office personnel support services,  staff support for
     IPA'S board of directors  and  committee  meetings,  administrative  record
     keeping,  and  other  similar  administrative   services  required  in  the
     day-to-day operation of IPA.

                   3.1.2.  Accounting and Financial Management Services.

               3.1.2.1. Manager shall, pursuant to IPA's instructions, establish
          bank accounts in the name of IPA  ("Accounts")  for the deposit of all
          sums received by IPA for services provided to Members. IPA agrees that
          Manager shall have the authority to deposit  checks and funds received
          by IPA in Accounts.  Manager  shall further have the authority to make
          transfers  of funds  to  jointly  authorized  Accounts  arid  further,
          manager  shall have the  authority  to sign checks and stop payment on
          any checks drawn on Accounts.

               3.1.2.2.  Manager  agrees to reconcile  checks  written with bank
          statements on a monthly basis;


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               3.1.2.3.  Manager agrees to make recommendations  regarding check
          signature approvals and banking procedures of IPA;

               3.1.2.4.  Manager  agrees to  prepare  balance  sheets and income
          statements on a monthly basis, during the term of this Agreement. Such
          financial  statements shall not be audited statements.  Manager agrees
          to cooperate  with, any annual audit IPA obtains at, its sole cost and
          expense by an independent public accountant selected by IPA;

               3.1.2.5.  Manager  shall  receive and  deposit on a timely  basis
          capitation and other payments received by IPA;

               3.1.2.6.  Manager shall  calculate  primary care  capitation  and
          specialty,  ancillary  and other  payable  claims based on the records
          provided by the Plans and shall prepare checks to pay such amounts due
          and  shall  mail  said  payments  to  the   respective   Participating
          Providers;

               3.1.2.7.  Manager  shall  monitor Plan  subscribers  or enrollees
          exceeding stop loss  deductibles and communicate  with Plans orally or
          in writing to seek reimbursement on behalf of IPA;

               3.1.2.8.  Manager  shall bill other  payors for  coordination  of
          benefits  and other third party  liability  payments  according to the
          terms of the Plan/IPA Agreements;

               3.1.2.9. Manager shall distribute any bonus/hospital risk sharing
          settlements according to policies and procedures adopted by IPA;

               3.1.2.10.   Manager  shall  monitor  any  other  revenue  receipt
          programs  Plans may have,  including  but not limited to  pre-existing
          pregnancy recovery, and seek reimbursement from said Plans.

                  3.1.3. Office Service; Billing.

          Manager shall provide bookkeeping and accounting services,  including,
     without limitation,  maintenance, custody and supervision of IPA's business
     records,  papers and  documents,  ledgers,  journals and  reports,  and the
     preparation,  distribution  and recording of all bills and  statements  for
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     professional  services  rendered by IPA,  as, well as all reports and forms
     required by applicable third party payors.  IPA shall at all times have the
     ultimate responsibility for setting all fees for professional services. All
     billings  for services  rendered to patients by the Practice  shall be made
     under IPA's name and  provider  number(s),  and Manager  shall act as IPA's
     agent in the  preparation,  rendering and collection of such billings.  IPA
     hereby  appoints  Manager for the term hereof as its true and lawful  agent
     for the following purposes:

               3.1.3.1. to bill patients in IPA's name and on its behalf;

               3.1.3.2.  to  collect  accounts  receivable   generated  by  such
          billings in IPA's name and on IPA's behalf;

               3.1.3.3.  to receive on behalf of IPA payments from the patients,
          Plans, Medicare, Medicaid, and all other third-party payors;

               3.1.3.4.  to take  possession  of and  deposit in the name and on
          behalf of IPA to one or more  Accounts  designated  by IPA any  notes,
          checks,  money orders,  insurance payments,  and any other instruments
          received as payment of accounts receivable; and

               3.1.3.5.  to  collect  in  IPA's  name  and  on  its  behalf  all
          collections of Gross Revenues (as defined in Exhibit "B" hereto).

          3.1.4. Claim Settlement; Exculpation. IPA acknowledges and agrees that
     Manager shall have discretion to compromise, settle, write off or determine
     not to  appeal  a  denial  of any  claim  for  payment  for any  particular
     professional  service  rendered at the Practice;  provided,  however,  that
     Manager  shall  consult  with IPA  regarding  the  resolution  of difficult
     claims.  Further.,  IPA agrees to hold harmless  Manager and. its officers,
     directors,  agents,  contractors,  representatives and employees,  from and
     against any and all liability, loss, damages, claims, causes of action, and
     expenses associated  therewith  (including,  without limitation,  attorneys
     fees) caused or asserted to, have been caused,  directly or indirectly,  by
     or as a result of any acts, errors or omissions hereunder of Manager or any
     of  its  officers,  directors,  agents,  contractors,  representatives  and
     employees, in performing Manager's billing or collection duties hereunder.

          3.1.5.  Business  Planning.  Within  sixty  (60)  days  prior  to  the
     beginning of each fiscal year of IPA, Manager and IPA shall jointly prepare
     and/or  revise short and long-term  strategic  and business  plans for such
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     fiscal year and the following five years,  which shall include  information
     with respect to IPA's major business  objectives,  anticipated revenues and
     expenses, capital expenditures, cash flow, managed care plan patient volume
     and staffing projections,  and a discussion of anticipated changes, if any,
     in utilization,  reimbursement  rates and other significant  criteria.  The
     business  plans  will  reflect,   in  reasonable  detail,  the  anticipated
     revenues,  expenses,  and  sources  and  uses of  capital  for  growth  and
     expansion.

          3.1.6.  Financial  Reports.  Furnishing  to  IPA  monthly  and  annual
     financial  reports  reflecting the IPA's  financial  status,  provided that
     Manager shall have no obligations with respect to any  shareholder's of IPA
     personal finances or any tax returns of the IPA or any shareholder of IPA.

          3.1.7.  Provider  Contract  Administration.  During  the  term of this
     Agreement,   Manager  shall  provide  the   following   provider   contract
     administration services to IPA:

               3.1.7.1.  Identify  and  solicit  participation  of  health  care
          providers identified by the IPA as necessary for IPA operations;

               3.1.7.2.  Review and make recommendations  regarding the business
          terms of agreements between IPA and Participating Providers;

               3.1.7.3.   Make   recommendations   regarding   compensation   to
          Participating Providers;

               3.1.7.4.   Make  recommendations   regarding  the  definition  of
          primary, specialty and ancillary services;

               3.1.7.5.  Instruct all  Participating  Providers and their office
          staff  regarding  established  IPA  policies and  procedures  at least
          annually during the term of this Agreement.

               3.1.7.6.  Coordinate the preparation,  negotiation and renewal of
          IPA Participating Provider Agreements.

          3.1.8.  Administer Member Eligibility  Process.  Manager shall provide
     the following services  regarding  administration of the member eligibility
     process:

               3.1.8.1.  Maintain and update a current  eligibility list of Plan
          subscribers and enrollees under all Plan agreements;

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               3.1.8.2.  Verify eligibility on claims and referrals based on the
          most current information provided by Plans;

               3.1.8.3.   Administer  a  system  for   retroactive   eligibility
          determination  and assist  IPA in  identifying  outstanding  accounts,
          receivable from ineligible patients.

          3.1.9.  Utilization  Management/Quality  Assurance.  Manager agrees to
     provide the following services regarding utilization management and quality
     assurance.

               3.1.9.1. Manager shall develop a proposal outlining the structure
          and functions of an IPA utilization and quality  management plan after
          reviewing the requirements of each Plan. IPA agrees,  following review
          of Manager's recommendations,  to adopt an IPA utilization and quality
          management  plan which  includes a list of services for which  Manager
          has received  authority from IPA to authorize  services  provided.  In
          authorizing said services, Manager shall be the agent of IPA;

               3.1.9.2. Manager shall implement systems, programs and procedures
          necessary for IPA and Participation  Providers to perform  utilization
          and quality management.

               3.1.9.3.   Manager   shall   recommend   procedures   for   prior
          authorization of elective,  urgent and emergent out-patient ambulatory
          surgery and hospital procedures;

               3.1.9.4.  Manager shall assist IPA with  prospective,  concurrent
          and retrospective  review of medical procedures in accordance with IPA
          policies and Plan requirements;

               3.1.9.5.   Manager  shall  provide  data  regarding  the  use  of
          outpatient and inpatient services by provider to IPA;

               3.1.9.6.   Manager  shall  provide  data  regarding  the  use  of
          noncontracting providers;

               3.1.9.7.  Manager shall provide  secretarial  support,  logs, and
          minutes to the Medical Director and the UR/QA Committee of IPA;

               3.1.9.8.  Manager  shall  assist  Medical  Director and the UR/QA
          Committee  in  responding  to  Plan  Member  grievances  based  on the
          instructions of the Medical Director;

               3.1.9.9.  Manager shall  provide  staff  assistance to IPA in the
          credentialing  process  IPA is  required  to  conduct  to assure  that
          providers have current licenses and medical staff privileges.
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          3.1.10.  Supplies.  Manager  shall  order and  purchase  all  supplies
     required by IPA in connection with the operation of the Practice, including
     furnishing to IPA all necessary  forms,  supplies,  postage and duplication
     services,  provided that all supplies  acquired and services provided shall
     be reasonably necessary in connection with the day-to-day operations of the
     Practice.

          3.1.11.  Filing of Reports.  Manager shall prepare and file all forms,
     reports,  and  returns  required  by law in  connection  with  unemployment
     insurance,  workers' compensation  insurance,  disability benefits,  social
     security,  and other similar laws (excluding  income or franchise tax forms
     of IPA or any of IPA's shareholders,  employees or contractors or providing
     any other tax-related  services on their behalf) now in effect or hereafter
     imposed.

          3.1.12.  Marketing.  Subject to IPA's  prior  approval,  Manager  will
     assist IPA in IPA's  marketing and  advertising of the health care services
     provided by IPA. Manager, shall provide and be principally  responsible for
     marketing and advertising  service's for IPA and prepare signs,  brochures,
     letterhead,  advertisements, and other marketing materials for IPA. Manager
     may, at its  discretion,  contract  with third  parties to assist it in the
     provision of IPA marketing and public  relations  services,  should Manager
     deem such action  advisable.  Manager  shall  produce and  distribute  such
     written  descriptive,  materials  concerning IPA's  professional  services,
     subject to the prior approval of IPA, as may be necessary or appropriate to
     the conduct of the Practice. In providing such marketing services,  Manager
     is acting solely in its capacity as  administrator  for the IPA. At no time
     shall Manager hold itself out as providing,  or actually  provide,  medical
     services on behalf of IPA. All such  marketing  services shall be conducted
     in  accordance  with the laws,  rules,  regulations  and  guidelines of all
     applicable governmental and quasi-governmental  agencies, including but not
     limited to the Medical Board of California.

          3.1.13.  Professional and Other Services. Manager shall be responsible
     for arranging and paying for payroll, legal and accounting services related
     to IPA operations in the ordinary course of business, including the cost of
     enforcing any managed care plan, physician or subcontractor  contracts, but
     excluding the cost of malpractice suits.

          3.2. Managed Care Contracting

          3.2.1.  Manager  shall act as IPA's  exclusive  agent in  seeking  and
     negotiating  managed  care  contracts  ("Contracts").   Manager  is  hereby
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     authorized to negotiate  all terms of the  Contracts.  IPA hereby  appoints
     Manager  for the term  hereof as its true and lawful  agent to perform  all
     actions  contemplated by this Section including,  without  limitation,  the
     preparation,  negotiation,  renewal and  execution  of  Contracts  on IPA's
     behalf and binding IPA to  performance  thereunder,  provided that the Plan
     with whom  each  Contract  is  entered  agrees  to pay an amount  for IPA's
     professional services thereunder equal to or greater. than the minimum rate
     that IPA shall  specify to  Manager.  IPA shall  complete  and  execute the
     Power, of Agency attached hereto as Exhibit "D."

          3.2.2.  Manager shall also be responsible  for general  monitoring of,
     IPA  compliance  with  the  requirements,  terms  and  conditions  of  Plan
     Contracts.

          3.2.3. Manager shall notify and provide copies to IPA of each Contract
     (together with all related  materials  received from the  applicable  Plan)
     that Manager  executes as IPA's  agent.  IPA shall comply with all terms of
     each Contract including,  without limitation, the terms of all documents or
     instruments   incorporated  therein  by  reference  and  all  documents  or
     instruments  related  there to that Manager  executes or agrees to on IPA's
     behalf, as well as all applicable law. IPA further agrees that an essential
     term of this  Agreement  is IPA's  undertaking  to  provide  cost-effective
     medical care consistent with accepted medical  practices  prevailing in the
     IPA's service area.

          3.2.4.  Nothing in this Agreement  shall prevent Manager from entering
     into similar agreements with Plans on behalf of other independent  practice
     associations,  medical groups,  physicians,  health care  professionals  or
     entities, comprised of physician or health care professionals.

          3.2.5. IPA acknowledges and agrees that (i) Manager shall in no way be
     responsible  for payment of any sums payable to IPA under any such Contract
     (whether by any Payor or otherwise),  and (ii) Manager in no way guarantees
     or insures the payment to IPA of any such amounts.

          3.3. Personnel.

     Manager shall employ or contract with and provide all necessary  personnel,
including quality assurance, utilization review, claims processing,  secretarial
and  clerical  personnel  as are  reasonably  necessary  for the  conduct of the
Practice (collectively, "Manager Personnel(degree)).  Manager shall, in its sole
and absolute  discretion,  determine  the types and numbers of personnel and the
number of hours and schedules of said personnel it determines are necessary or

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appropriate to provide the administrative and management services to be provided
pursuant to this  Agreement;  provided,  however,  that the overall cost of such
Manager  Personnel  shall not  exceed  the costs for such  allocated  in the IPA
Business Plan prepared  pursuant to Section 3.1.5 hereof.  Manager shall provide
such personnel at its sole cost ;and expense and such personnel may, at the sole
and absolute discretion of Manager,  be employees or independent  contractors of
Manager.   Manager   shall  have  sole  control  over   promotion  and  employee
disciplinary and termination matters with respect to Manager Personnel.

     3.4.  Notwithstanding  the  delegation  of  management  and  administrative
functions to Manager pursuant to this Agreement,  IPA and its board or directors
or other governing body shall retain and exercise ultimate control and authority
over the  direction,  policies,  management  and  operation of IPA at all times.
Therefore,  management and administrative functions delegated to IPA pursuant to
this  Agreement  shall be  performed  in a manner  consistent  with the  general
policies and directives of IPA. All professional medical and healthcare services
provided to subscribers or enrollees  shall be ,the ultimate  responsibility  of
the IPA's  Participating  Providers.  IPA shall  use its best  efforts  to cause
Participating  Providers to cooperate with Manager in the implementation of the,
protocols, programs, policies, and procedures developed for IPA by Manager.

     3.5. Manager is hereby expressly authorized by IPA to perform all services,
required  of  Manager  pursuant  to the terms of this  Agreement  in the  manner
Manager deems reasonable and appropriate to meet the day-to-day  requirements of
IPA.  To the extent  required or  desirable  to enable  Manager to perform  such
services, IPA hereby appoints Manager for the term hereof as its true and lawful
agent.  IPA  acknowledges  and agrees that  Manager may  subcontract  with other
persons or  entities,  including  entities  related to Manager by  ownership  or
control,  to  perform  any  part  or all of the  services  required  of  Manager
hereunder.

     3.6.  Upon the request of IPA,  Manager  shall,  provide or arrange for the
provision of additional services,  beyond those described herein. Any additional
services provided by Manager are subject to Manager's  capacity and availability
to provide the services so requested.  Should Manager  provide such,  additional
services,  IPA agrees to pay Manager for such services at its then current rates
as a supplemental payment to the Management Fee described herein.

     3.7.  Notwithstanding any other provision  contained herein,  Manager shall
not be liable to IPA and shall not be deemed to be in default  hereunder for the
failure  to  perform,  or  provide  any  of the  services,  personnel  or  other
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obligations to be performed or provided by Manager pursuant to this Agreement if
such failure is a result of collective  bargaining,  a labor dispute, act (s) of
God, or any other event  which is beyond the  reasonable,  control of Manager or
which was, not reasonably foreseeable by Manager.

     4. Responsibilities of IPA.

     4.1. IPA  covenants  and agrees that,  at all times during the term of this
Agreement and any extension thereof,  it shall conduct all corporate  activities
required by its Articles of Incorporation and Bylaws,  including but not limited
to election of a Board of  Directors,  election of  Officers,  appointment  of a
Medical Director,  appointment of committee members including but not limited to
the Utilization  Review and Quality  Assurance  Committees.  IPA shall be solely
responsible  for  payment of any and all  compensation,  payroll  taxes,  fringe
benefits,  disability insurance,  workers' compensation  insurance and any other
benefits of all such individuals.

     4.2. IPA shall not enter into any agreements with  Participating  Providers
unless such Participating  Providers have: (i) current unrestricted  licenses to
practice  their;  respective  professions  in the State of  California  and (ii)
current  unrestricted  Federal  Drug  Enforcement  Agency  ("DEA")  numbers.  In
addition, where IPA contracts with individual physicians,  such physicians shall
have medical staff  membership at the hospitals  required by Plans and where IPA
contracts with licensed  clinics and medical  groups,  at least one primary care
physician  practicing  at each clinic or medical  group shall have medical staff
membership at the hospitals  required by Plans.  IPA further agrees to establish
procedures to ensure that  Participating  Providers ,meet these  requirements on
an, ongoing  basis.  Manager shall  reasonably  cooperate with and assist IPA to
meet  its  obligations  under  this  Section  4.2;  provided  however,  that IPA
acknowledges and agrees that it shall retain ultimate responsibility for meeting
such obligations.

     4.3. IPA shall  provide or arrange for  professional  medical  services for
Plan subscribers and enrollees in; compliance with ethical  standards,  laws and
regulations  applying  to the  medical  profession.)  IPA agrees to use its best
efforts in providing or arranging for medical services,  selecting Participating
Providers and in implementing  quality assurance and utilization review programs
in order to provide high quality,  cost  efficient  medical care.  IPA's quality
assurance  and  utilization  review  program  shall,  at  all  times,  meet  the
requirements established by Plans and state of federal laws.

                                      -13-

<PAGE>



     4.4. IPA  covenants  and agrees that it shall take  reasonable,  good faith
efforts to maintain its business consistent with its current operations and with
any expansion  contemplated by the business plans referenced in Section 3.1.5 of
this  Agreement.  IPA  acknowledges  and agrees  that  Manager  may  require the
employment  or  contracting  with  additional  physicians  (or other health care
professionals) should IPA not maintain its business as contemplated above.

     4.5. IPA ,shall, at its sole cost and expense,  procure and maintain at all
times during the term of this Agreement  comprehensive  general and professional
liability  insurance  covering  all  activities  of IPA  directly or  indirectly
relating  to  IPA,  each  policy  in a  minimal,  amount  of  $1,000,000.00  per
occurrence and $3,000,000.00 in the aggregate. The afore described comprehensive
general and  professional  liability  insurance  shall be issued by a company or
companies  authorized to do business in California with a financial rating of at
least A:12 or better in  "Best's  Key Rating  Guide" or its  equivalent.  In the
event IPA procures a "claims made" policy as distinguished  from an "occurrence"
policy,  IPA shall  procure and maintain at its sole cost and expense,  prior to
termination of such  insurance,  "tail" coverage to continue and extend coverage
complying  with this Agreement  after the end of the "claims made" policy.  Upon
reasonable request from Manager, IPA shall cause to be~ issued to Manager proper
certificates  of insurance,  evidencing  that the  foregoing  provisions of this
Agreement have been,  complied with,  and said  certificates  shall provide that
prior to any  cancellation  or change in the  underlying  insurance  during  the
policy period,  the insurance carrier shall first give thirty (30) calendar days
written notice to Manager.

     4.6. IPA Shall  ensure that  Participating  Providers  procure and maintain
professional  liability insurance with minimum coverage amounts of $1,000,000.00
per occurrence  and  $3,000,000.00  in the aggregate.  IPA shall ensure that any
Participating  Provider who procures  insurance  required hereunder on a "claims
made" rather than an  "occurrences"  form will obtain either extended  reporting
insurance  coverage (tail  coverage)  with liability  limits equal to those most
recently  in  effect  prior  to the day of  termination  of  such  Participating
Provider's  contract  with IPA,  or will enter into such other  arrangements  as
shall reasonably assure the maintenance of coverage for such Provider,  IPA, and
Manager against the risk of loss in respect of professional services rendered by
such  provider  while this  Agreement was in effect and for a period of not less
than seven (7) years after the date of termination of this Agreement.

     4.7. IPA acknowledges  and agrees that it is solely  responsible for making
all required reports to the Medical Board
                                      -14-

<PAGE>



of California under Section 805 of the California  Business and Professions Code
andl1llthe National Practitioner Data Bank

     4.8.  IPA  acknowledges  and  agrees  that it shall  reasonably  assist and
cooperate  with  Manager  to  meet  all  of  Manager's  obligations  under  this
Agreement,  including,  approval of agreements and provision of information. IPA
acknowledges  and agrees that Manager  shall have no liability for IPA's failure
to pay any and all of IPA's debts and expenses.

     5. Term: Termination.

     5.1.  Term.  The term of this  Agreement (the "Term") shall commence on the
date  hereof and shall  expire on the twenty  fifth  (25th)  annual  anniversary
hereof unless earlier  terminated as provided below.  The term of this Agreement
shall be  automatically  extended for  additional  terms of ten (10) years each,
unless either party delivers to the other,  not less then twelve (12) months nor
earlier than fifteen (15) months prior to the expiration of the preceding  term,
written  notice  of the  party's  intention  not to  extend  the  term  of  this
Agreement.

     5.2.  Termination for Cause.  Either party may terminate this Agreement for
cause at any time during the Term,  immediately  upon written  notice (except as
otherwise  provided  below).  For  purposes of this  Section  5.2 "cause"  shall
include, without limitation, the following:

          5.2.1.  If either  party fails to  materially  perform any  obligation
     required  hereunder,  and such  default  shall  continue  for  thirty  (30)
     calendar  days after  written  notice from the other party  specifying  the
     nature-and  extent of failure to materially  perform such obligation,  this
     Agreement shall terminate automatically and immediately upon the expiration
     of said thirty (30)  calendar day period;  provided,  however,  that if the
     obligation  which the  defaulting  party fails to perform is other than the
     failure to make  payment of money,  and greater  than thirty (30)  calendar
     days are required to perform said  obligation  then such party shall not be
     in default of this  Agreement  and the  Agreement  shall not  terminate  as
     provided hereinabove if such party commences performance within said thirty
     day period and diligently pursues said obligation to completion.

          5.2.1.2. If either party shall apply for or consent to the appointment
     of a petition in bankruptcy,  make a general  assignment for the benefit of
     creditors,  file a petition or answer seeking reorganization or arrangement
     with  creditors,  or take  advantage of arty  insolvency,  or if any order,
     judgment, or
                                      -15-

<PAGE>



     decree  shall be  entered  by any court of  competent  jurisdiction  on the
     application of la creditor or otherwise  adjudicating either party bankrupt
     or  approving  a  petition  seeking   reorganization  of  either  party  or
     appointment of a receiver,  trustee or liquidator of either party or all or
     a substantial part of its assets, and such order,  judgment or decree shall
     continue stayed and in effect for sixty (60) calendar days after its entry,
     termination  shall be  effective  automatically  and  immediately  upon the
     occurrence of the foregoing.

     5.3.  Jeopardy.  In the event the performance by either party hereto of any
term, covenant, condition or provision of this Agreement should be determined by
a state or  federal  court or  governmental  agency  to be in  violation  of any
statute;  ordinance, or be otherwise deemed illegal ("Jeopardy Event"), then the
parties  shall use their bet efforts to meet  forthwith and attempt to negotiate
an  amendment  to this  Agreement to remove or negate the effect of the Jeopardy
Event. In the event the parties are unable to negotiate such an amendment within
thirty (30) days following written notice by either party of the Jeopardy Event,
then either party may terminate this Agreement immediately upon written notice.

     6. Representations and Warranties of IPA.

     The following representations and warranties of IPA are made to Manager for
the purpose of inducing Manager to enter into this Agreement. IPA represents and
warrants as follows:

     6.1. IPA is a professional  corporation  duly organized,  validly  existing
and,  in good  standing  under the laws of the State of  California  and has all
necessary corporate powers, to own its properties and to operate pursuant to its
corporate purposes.

     6.2. IPA's Board of Directors has all requisite  power to execute,  deliver
and  perform  this  Agreement.  Neither  the  execution  and  delivery  of  this
Agreement,  nor the consummation and performance of the transaction contemplated
in this Agreement,  shall constitute a default or an event that would constitute
a default under,  or violations or breach of, IPA's  Articles of  Incorporation,
Bylaws  or  any  license,  lease,  franchise,  mortgage,  instrument,  or  other
agreement to which IPA may be bound.

     6.3. IPA has  furnished  Manager full and complete  copies of all contracts
and  agreements  affecting IPA  including,  but not limited to, all contracts to
which IPA is a party.

                                      -16-


<PAGE>



     6.4. IPA and any and all physicians  providing  services to Plans have each
complied with, and are not in violation of, applicable  federal,  state or local
statutes, laws and regulations including, but not limited to, statutes, laws and
regulations  regarding  the  practice  of medicine  and  surgery in  California,
participation in the Medicaid and Medicare program;  or the operation of IPA and
all applicable  standards of practice  relating to the provision of professional
services hereunder.

     6.5. IPA and any and all Participating Providers providing services for the
IPA have each obtained and currently maintain all necessary  licenses,  permits,
contracts,  and  approvals  required by  federal,  state or local  statutes  and
regulations for the proper conduct of the business of the IPA as it is now being
conducted  and have been  approved  by the Board of  Directors  or its  properly
designated committee, as documented by written committee minutes.

     6.6.  There is no action,  suit,  proceeding,  investigation  or litigation
outstanding,  pending or, to the best of IPA's knowledge,  threatened, affecting
IPA other than routine patient  collection  matters and  professional  liability
cases adequately covered by insurance:

     6.7. IPA represents and warrants that each IPA Participating Provider is as
of the date hereof, and shall at all times during the term hereof be and remain:

          6.7.1.  duly  licensed  to  practice  medicine  within  the  State  of
     California  and  in  possession  of  a  federal  DEA  number,  all  without
     limitation, restriction or condition what so ever;

          6.7.2.  entitled  to  receive  Medicare  land  Medicaid  reimbursement
     without limitation, restriction or condition whatsoever;

          6.7.3.  in  compliance  with the insurance  requirements  set forth in
     Section 4.5 hereof.

     6.8.  IPA  represents  and  warrants  that it and  each  IPA  Participating
Provider  shall W comply with all  applicable  governmental  laws,  regulations,
ordinances, and directives and (ii) perform his or her work and functions at all
times in strict accordance with currently  approved methods and practices in his
or her field.

     6.9.  IPA  shall  ensure  that  Manager  shall be  entitled  to  appoint  a
representative  who will be permitted  to attend  meetings of the IPA's Board of
Directors  and  Shareholders  (except when  specified  matters may be discussed,
including peer
                                      -17-

<PAGE>



review matters and matters relating to evaluations of the performance of Manager
under this Agreement I).

     6.10.  IPA shall not take any of the  following  actions  without the prior
written consent of Manager (which consent shall not be unreasonably) withheld or
delayed):  (a) borrow funds not contemplated by the business plans referenced in
Section  3.1.5  hereof or sell,  transfer or encumber any of IPA's assets with a
value  in  excess  of  one  hundred  thousand  dollars  ($100,000);  (b)  merge,
consolidate  or affiliate  with any other entity;  or (c) initiate any corporate
reorganization, merger, affiliation or dissolution.

     7. Representations and Warranties of Manager.

     The following representations and warranties of Manager are made to IPA for
the purpose of inducing IPA to enter into this Agreement. Manager represents and
warrants as follows:

     7.1. Manager is a corporation duly organized,  validly existing and in good
standing  under  the  laws of the  State  of  California  and has all  necessary
corporate  powers to own its properties and to operate pursuant to its corporate
purposes.

     7.2.  Manager has all requisite power to execute,  deliver and perform this
Agreement.  Neither  the  execution  and  delivery  of this  Agreement,  nor the
consummation and performance of the transactions contemplated in this Agreement,
shall  constitute a default,  or an event that would constitute a default under,
or violation or breach of, Manager's  Articles of  Incorporation,  Bylaws or any
license, lease,  franchise,  mortgage,  instrument,  or other agreement to which
Manager may be bound.

     7.3.  There is no action,  suit,  proceeding,  investigation  or litigation
outstanding,  pending  or,  to the  best  of  Manager's  knowledge,  threatened,
affecting Manager.

     7.4  Acting as the sole and  exclusive  manager  on behalf of IPA,  Manager
agrees,  during  the  term  of this  Agree  lent,  not to  establish  any  other
independent  practice  association) to act as direct competition with IPA in the
State of California.  Direct competition is defined as any independent  practice
association  that would  primarily  provide health care services to the Hispanic
population in the State of California.


                                      -18-

<PAGE>



     8. Management Fee.

     Manager shall be entitled to compensation  for its Management  Services and
other  obligations  hereunder  as set  forth  in  Exhibit  "E"  attached  hereto
("Management Fee").


     9. Rights of Manager Upon Termination.

     9.1.  In the event of the  termination  of the  Agreement  for any  reason,
including  without  limitation  the breach of this  Agreement  by either  party,
Manager  shall be  entitled,,  to recover (out of the  Account's  (as defined in
Section  3.1.2.1  hereof) or otherwise) from IPA its Management Fee with respect
to all Revenues (As defined in Exhibit E hereof) of the IPA that have accrued on
or before the date of termination,  and all additional fees,  advances and other
charges  owed to  Manager  that had  accrued  but were  unpaid as of the date of
termination.

     9.2. Upon, the effective date of termination of this  Agreement,  IPA shall
thereafter be automatically relieved and released from all further liability and
obligation  hereunder  except  for:  (a) the  payment of any  accrued but unpaid
Management  Fees,  additional  fees,  advances and other  charges due under this
Agreement; (b) IPA's obligation to cease from any further use of the Proprietary
Information of Manager as set forth in Section 13.1 herein; (c) IPA's obligation
to obtain "tail" insurance as set forth in Section 4.5I,  herein;  and (d) IPA's
obligation not to hire any employee, independent contractor, consultant or agent
of Manager as set forth in Section 13.2 herein.

     10. Security for Management Fee; Bank Account.

     IPA hereby grants in favor of Manager a lien upon and security  interest in
and to all of IPA's billings and accounts receivable with respect to health care
services  rendered  by IPA's  Participating  Providers  as  security  under  the
California  Commercial  Code for payment of the unpaid balance of all Management
Fees and any other sums due to Manager  hereunder,  and IPA shall, upon request,
execute,  acknowledge and deliver to Manager a Uniform Commercial Code Financing
Statement, in a form and content acceptable to Manager covering such collateral.
Manager's  right to enforce its security on all such  billings  and  receivables
shall  continue  after  termination  of this  Agreement  until  all sums owed to
Manager by IPA are plaid in full.  IPA shall  complete  and execute the Security
Agreement attached hereto as Exhibit "F."

                                      -19-

<PAGE>




     11. Assignable Option Agreement: IPA.

     As a condition of Manager's  execution  of this,  Agreement,  IPA and IPA's
shareholders shall complete and execute the Assignable Option Agreement attached
hereto as Exhibit "G"

     12. Indemnification.

     Each party  shall  indemnify,  defend  and hold  harmless  the  other,  its
officers,  directors,  agents,  contractors,  representatives and employees, and
each of its affiliates  from and against any and all liability,  loss,  damages,
claims,  causes of action, and expense's associated therewith (including without
limitation attorneys' fees) caused or asserted to have been caused,  directly or
indirectly,  by or as a result of any acts, errors or omissions hereunder of the
other,  its  contractors,  shareholders,  employees  or agents  during  the term
hereof.  The  provisions of this section shall survive the expiration or earlier
termination of this Agreement.

     13. Proprietary Information.

          13.1. At all times during the term hereof and following the expiration
     or earlier termination of this Agreement, all trade secrets and proprietary
     confidential information of IPA and Manager,  including without limitation,
     all forms of contracts and other  business  documents or information of IPA
     and Manager,  whether currently or in the future developed or maintained by
     IPA  or  Manager  and   including   any  and  all   deletions,   additions,
     modifications  and  amendments  thereto  (collectively,  "IPA or  Manager's
     Proprietary Materials"), shall be the exclusive, sole and absolute property
     of the party that develops such.  Both parties  acknowledge  and agree that
     the other party has developed  their  Proprietary  Materials at significant
     expense,  and that said Proprietary  Materials are not available for review
     or use by members of the public All of the  Proprietary  Materials for each
     party are and shall at all times remain  confidential  and  proprietary and
     constitute  valuable trade secrets of the respective  party.  Except in the
     ordinary  course of performing  its  obligations  under this  Agreement and
     except upon  Manager's or IPA's prior  written  consent to the other party,
     IPA and Manager shall not disclose to anyone,  use,  copy, or take any such
     trade secrets or confidential and proprietary  information for Manager's or
     IPA's  benefit or gain either  during the term of this  Agreement or at any
     time  after  the  termination   hereof.  Upon  any  expiration  or  earlier
     termination  of this  Agreement for any reason,  IPA and Manager shall not,
     without the prior written consent of the
                                      -20-

<PAGE>



     other party, take or use any of IPA or Manager's Proprietary Materials, and
     shall  return  to IPA or  Manager  all,  of the other  party's  Proprietary
     Materials in their possession or control.

          13.2.   At  all  times  during  the  term  hereof  and  following  the
     termination of this Agreement,  neither IPA or Manager shall not,  directly
     or  indirectly,   interfere  with,   disrupt  or  attempt  to  disrupt  the
     relationship,  contractual  or  otherwise,  between  IPA or Manager and any
     health care  provider  or  supplier  (including,  without  limitation,  any
     physician  or  osteopath),   or  any  employee,   independent   contractor,
     consultant or agent of IPA or manager. Manager and IPA further agree not to
     hire,  engage  or  contract  with,  either  as an  independent  contractor,
     employee or in any other capacity,  any personnel of the other party during
     the  first  twelve  (12)  months  following  the  effective  expiration  or
     termination date hereof without the other party's prior written consent.

          13.3. The provisions of this Section 13 shall survive the  termination
     of this Agreement.

     14. Independent Contractors.

     The parties  hereto  acknowledge  and agree that the  relationship  created
between  Manager and IPA is. strictly that of independent  contractors.  Nothing
contained  herein shall be construed as creating a partnership  or joint venture
relationship between the parties. Each party hereto shall be responsible for all
compensation,  salaries,  taxes,  withholdings,   contributions,  benefits,  and
workers'  compensation  insurance  with respect to all personnel  employed or 1,
contracted  by said party and shall  indemnify,  defend,  and hold  harmless the
other party and, its officers,  directors, agents, contractors,  representatives
and employees (and, in the case of IPA's  indemnification of Manager,  Manager's
affiliates and  subcontractors)  from and against any and all  liability,  loss,
damages, claims, causes of action, and expenses associated therewith (including,
without  limitation,  attorneys'  fees)  caused or asserted to have been caused,
directly  or  indirectly,  by or as s result  of same.  The  provisions  of this
Section shall survive the expiration or earlier termination of this Agreement.

     15. Miscellaneous

     15.1. No Third Party Beneficiaries. The parties intend that the benefits of
this Agreement  shall inure only to Manager and IPA and not to any third person,
except as expressly so stated herein. Notwithstanding anything contained herein,
or ,any  conduct  or course of  conduct  by any  party  hereto,  before or after
signing this Agreement, this Agreement shall not be
                                      -21-

<PAGE>



construed as creating any right, claim or cause of action against either Manager
or IPA by any other person or entity.

     15.2.  Entire  Agreement.  This  Agreement,  together with all exhibits and
schedules hereto, and all documents  referred to herein,  constitutes the entire
agreement  between  the  parties  with  respect to the  subject  matter  hereof,
supersedes all other and prior  agreements on the same subject,  whether written
or oral,  and contains all of the covenants and  agreements  between the parties
with  respect  to the  subject  matter  hereof.  Each  parity to this  Agreement
acknowledges  that no  representations,  inducements,  promises,  or agreements,
orally.  or  otherwise,  have been made by the  other  party(ies),  or by anyone
acting on behalf of any party,  that are not embodied herein,  and that no other
agreement,  statement, or promise not contained in this Agreement shall be valid
or binding.

     15.3.  Successors  and Assigns.  This  Agreement  shall be binding upon and
shall  inure to the  benefit  of the  parties  and  their  respective  heirs (as
applicable),  legal representatives and permitted successors;,  and assigns. IPA
may not assign this Agreement or the rights, interests or obligations hereunder.
Any assignment or delegation in contravention of this Section 15.3 shall be null
and void.

     15.4.  Counterparts.  This Agreement,  and any amendments  thereto,  may be
executed in counterparts,  each of which shall constitute an original  document,
but which together shall constitute one and the same instrument.

     15.5.  Headings  The  section  headings  contained  in this  Agreement  are
inserted  for  convenience  only and shall not effect in any way the  meaning or
interpretation of this Agreement.

     15.6.  Notices.  Any notices required or permitted to be given hereunder by
either party to the other shall be in writing and shall be deemed delivered upon
personal  delivery or delivery by electronic  facsimile;  twenty-four (24) hours
following  deposit with a courier for overnight  delivery;  or seventy-two  (72)
hours following deposit in the U.S. Mail,  registered or certified mail, postage
prepaid,  return-receipt  requested,  addressed to the parties at the  following
addresses or to such other addresses as the parties may specify in writing:

If to IPA:                 Latino Care Network Medical Group, Inc.
                           8635 5. Florence Ave., Suite 207
                           Downey, CA 90240
                           Attention: Roberto Chiprut, M.D.

                                      -22-

<PAGE>




     with a copy to:      Cooper, Margolin & Biatch
                          1970 Broadway, Suite 940
                          Oakland, California 94612
                          Attention: Eric P. Gold, Esq.

If to Manager:            LatinoCare Management Corporation
                          8635 E. Florence Ave., Suite 207
                          Downey, CA 90240
                          Attention: Jose J. Gonzalez


    with copies to:      Miller & Holguin
                         1801 Century Park East, 7th Floor
                         Los Angeles, California 90067
                         Attention: Dale S. Miller, Esq.

                         Cedars Sinai Medical Center
                         8700 Beverly Blvd.
                         Los Angeles, California 90048
                         Attention: Joseph C. Luevanos

     15.7.  Governing Law. This Agreement  shall be governed by and construed in
accordance with the laws of the State of California.

     15.8. Amendment.  This Agreement may be amended at any time by agreement of
the parties,  provided  that any  amendment  shall be in writing and executed by
both parties.

     15.9.  Severabilitv.  If any provision of this Agreement is held by a court
of  competent  jurisdiction  to  be  invalid  or  unenforceable,  the  remaining
provisions  will  nevertheless  continue in full force and  effect,  unless such
invalidity or  unenforceability  would defeat an essential  business  purpose of
this Agreement.

     15.10.  Exhibits.  All exhibits attached to this Agreement are incorporated
herein by this  reference and all references  herein to  "Agreement"  shall mean
this Agreement together with all such exhibits.

     15.11.  Time of  Essence.  Time is  expressly  made of the  essence of this
Agreement and each and every provision  hereof of which time of performance is a
factor.

                                      -23-

<PAGE>



     15.12. Dispute Resolution.

          15.12.1.  In the event the  parties,  hereto are unable to resolve any
     and all  disputes in  connections,  with this  Agreement,  either party may
     commence  arbitration  by sending a written  demand for  arbitration to the
     other  party,  setting  forth the  nature of the matter to be  resolved  by
     arbitration.  Except as may be expressly  provided to the contrary  herein,
     the arbitration  procedure described n this Section shall be the sole means
     of resolving any disputes hereunder.

          15.12.2. There shall be one arbitrator; who shall be mutually selected
     by the parties and who must be  knowledgeable  of the independent  practice
     association and management services  organization  industry. If the parties
     shall fail to select a mutually acceptable  arbitrator within ten (10) days
     after the demand for arbitration is mailed,  then the parties  stipulate to
     arbitration  before a retired  judge  sitting on the Los  Angeles  Judicial
     Arbitration,  Mutilation  Services (JAMS) panel who is knowledgeable of the
     independent  practice  association  and  management  services  organization
     industry.

          15.12.3.  The  parties  shall  share  all  costs of  arbitration.  The
     prevailing  party shall be entitled to  reimbursement by the other party of
     such  party's  attorneys'  fees  and  costs  and any  arbitration  fees and
     expenses incurred in connection with the arbitration hereunder.

          15.12.4.  The  substantive  law of the  State of  California  shall be
     applied by the  arbitrator.  The parties shall have the rights of discovery
     as provided for in Part 4 of the California  Code of Civil  Procedure.  The
     California  Code  of  Evidence  shall  apply  to  testimony  and  documents
     submitted to the arbitrator.

          15.12.5.  Arbitration  shall  take  place in Los  Angeles,  California
     unless the parties  otherwise agree. As soon as reasonably  practicable,  a
     hearing  with  respect  to the  dispute or matter to be  resolved  shall be
     conducted by the arbitrator.  As soon as reasonably practicable thereafter,
     the arbitrator shall arrive at a final decision,  which shall be reduced to
     writing,  signed by the  arbitrator  and mailed to each of the  parties and
     their legal counsel.

          15.12.6.  All decisions of the arbitrator shall be final,  binding and
     conclusive on the parties and shall constitute the only method of resolving
     disputes or matters subject to arbitration pursuant to this Agreement.  The
     arbitrator  or a court  of  appropriate  jurisdiction  may  issue a writ of
     execution to enforce the arbitrator's judgment. Judgment
                                      -24-

<PAGE>



     may be entered upon such a decision in accordance  with  applicable  law in
     any court having jurisdiction thereof.

          15.12.7. Notwithstanding the foregoing, because time is of the essence
     of this  Agreement,  the parties  specifically  reserve the right to seek a
     judicial temporary  restraining  order,  preliminary  injunction,  or other
     similar short term equitable relief, and grant ,the arbitrator the right to
     make a final  determination  of the parties' rights,  including  whether to
     make permanent or dissolve such court order.

          15.12.8.  Notwithstanding  the  foregoing,  any  and  all  arbitration
     proceedings are conditional upon such  proceedings  being covered under the
     parties' respective risk, insurance policies.

     15.13.  Attorneys'  Fees.  Should  either  party  institute  any  action or
procedure to enforce this Agreement or any provision  hereof,  or for damages by
reason of any alleged  breach of this Agreement or of any provision  hereof,  or
for  a  declaration  of  rights  hereunder   (including,   without   limitation,
arbitration),  the  prevailing  party in any such action or proceeding  shall be
entitled  to  receive  from the other  party all costs and  expensed,  including
without limitation  reasonable attorneys' fees, incurred by the prevailing party
in connection with such action or proceeding.

     15.14. Further Assurances.  The parties shall take such actions and execute
and deliver such further documentation as may reasonably be required in order to
give  effect  to  the  transactions  contemplated  by  this  Agreement  and  the
intentions of the parties hereto.)

     15.15. Rights Cumulative.  The various rights and remedies herein grated to
Manager or IPA shall be cumulative  and in addition to any other rights  Manager
or IPA, respectively,  may be entitled to under law. The exercise of one or more
rights or remedies  shall not impair the right of Manager or IPA to exercise any
other right or remedy, at law or equity.

     15.16. Federal Social Security Requirements.  Pursuant to Section 1395x (V)
(1) (I) of Title 42 of the United  States  Code,  with  respect to any  services
furnished under the terms of this Agreement if the value or cost of which is Ten
Thousand  Dollars  ($10,000) or more over a twelve (12) month period,  until the
expiration of four (4) years after the  termination of this  Agreement,  Manager
shall make available upon written  request to the Secretary of the United States
Department  of Health and Human  Services,  or upon  request by the  Comptroller
General of the United States General Accounting office, or any of their
                                      -25-

<PAGE>



duly  authorized  representatives,  a copy of this  Agreement  and  such  books,
documents  and records as are  necessary to certify the nature and extent of the
costs of the services provided by Manager under this Agreement.

     Manager  further  agrees that in the event  Manager  carries out any of its
duties under this Agreement  through a subcontract,  with a value or cost of Ten
Thousand  Dollars  ($10,000)  more  over  a  twelve  (12)  month  period,   such
subcontract  shall  contain a clause to the effect that until the  expiration of
four  (4)  years  after  the  furnishing  of  such  services  pursuant  to  such
subcontract, the subcontractor shall make available, upon written request to the
Secretary of the United States Department of Health and Human Services,  or upon
request  to the  Comptroller  General of the United  States  General  Accounting
office,  or any of their duly  authorized  representatives,  the subcontract and
such books,,  documents  and records of such  organization  as are  necessary to
verify the nature and extent of such costs.

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

MANAGER                                 IPA

BY. ___________________________         BY: _________________________

Its: __________________________         BY: _________________________





















                                      -26-


<PAGE>





LIST OF EXHIBITS AND SCHEDULES

Exhibits

     A    - Master Lease

     B    - Furniture Fixtures & Equipment

     C    - Manager's Performance Standards

     D    - Power of Agency

     E    - Management Fee

     F    - Security Agreement

     G    - Assignable Option Agreement







<PAGE>





                                   EXHIBIT "A"

                                  MASTER LEASE













































<PAGE>





                                   EXHIBIT "B"

                         FURNITURE, FIXTURES & EQUIPMENT














































<PAGE>





                                   EXHIBIT "C"

                        MANANAGER'S PERFORMANCE STANDARDS












































<PAGE>



                                   EXHIBIT "D"

                                 MANAGEMENT FEE














































<PAGE>



                                   EXHIBIT "D"

                                 MANAGEMENT FEE.



     Compensation  to  Manager  for IPA  enrollment  of (O to 20,000  enrollees)
Manager shall receive 160 (sixteen percent) of total capitation received by IPA.
Manager  will receive 50% (fifty  percent) of IPA's share of the  hospital  risk
pool (with HMO or hospital).  Manager will receive 50% (fifty  percent) of IPA's
share of the specialty risk pool.

     Compensation  to Manager for IPA  enrollment of 20,000 - 3,0000  enrollees)
Manager shall receive 15% (fifteen percent) of total capitation received by IPA.
Manger will receive 50% (fifty percent) of IPA's share of the hospital risk pool
(with HMO or hospital).  Manager will receive 50% (fifty-percent) of IPA's share
of the specialty risk pool.

     Compensation  to Manager for IPA  enrollment of 30,000 - 40,000  enrollees)
Manager  shall receive 14% (fourteen  percent) of total  capitation  received by
IPA. Manger will receive 50% (fifty percent) of IPA's share of the hospital risk
pool (with HMO or hospital).  Manager will receive 50% (fifty  percent) of IPA's
share of the specialty risk pool.

     Compensation to Manager for IPA enrollment of (more than 40,000  enrollees)
Manager shall receive 12% (twelve percent) of total capitation  received by IPA.
Manager  will receive 50% (fifty  percent) of IPA's share of the  hospital  risk
pool (with HMO or hospital).  Manager will receive 50% (fifty  percent) of IPA's
share of the specialty risk pool.

     Note:  Percentage of IPA's share of hospital  risk-pool is excess after all
financial obligations are met.




<PAGE>



                                   EXHIBIT "E"

                               SECURITY AGREEMENT



<PAGE>



                                   EXHIBIT "E"

                               SECURITY AGREEMENT

     This Security Agreement ("Agreement"),  dated as of 30th Nov, 1995, is made
by and between LatinoCare Management Corporation, Inc., a California corporation
("Manager")   and  LatinoCare   Network   Medical  Group,   Inc.,  a  California
professional corporation ("IPA").

                                    RECITALS

     A.  WHEREAS,  pursuant  to an  Agreement  (the  "Agreement"),  of even date
herewith, between IPA and Manager, IPA pledged all of its rights in the accounts
receivable  and proceeds  there from to Manager to secure  payment of management
fees accrued and owing Manager thereunder;

     WHEREAS,  the IPA is obligated as a condition to Manager's  performance  to
execute and deliver this Security Agreement;

     NOW, THEREFORE, in consideration of they, foregoing promises and the mutual
covenants and conditions herein, the parties hereby agree as follows:

     1. Grant of  Security.  As  assurance  and security for prompt and complete
payment by the IPA of advances,  management fees or other financial  obligations
and the continued performance of Manager under the Agreement,  IPA hereby grants
to Manager a security  interest  in all  present  and future  right,  (title and
interest of IPA in or to any and all present and future accounts  receivable and
all moneys,  securities,  drafts,  notes,  and items of IPA proceeds  therefrom,
together with all  substitutions and Replacements for and products of any of the
foregoing  property and together with all proceeds of insurance,  sale, lease or
other disposition of any and all of the foregoing property (the "Collateral").

     2.  Indebtedness.  The Collateral  secures and will secure all indebtedness
owed by  IPA's  to  Manager  under  the  Agreement  and any  other  document  or
instrument  relating  thereto (all such documents shall be referred to herein as
"Documents"

     3.  Representations,  Warranties  and  Covenants.  IPA  hereby  represents,
warrants and covenants that:

          (a) All of the Collateral of the IPA pledged,  to Manager are and will
     be validly created obligations of each of
                                      -1-

<PAGE>



     the  obligors  who  incurred  same for  services  actually  rendered in the
     ordinary course of business;

          (b)  The  Collateral  is not  subject  to any  lien,  pledge,  charge,
     encumbrance  or  security  interest  or right or  option on the part of any
     third person;

          (c) IPA will properly maintain and care for the Collateral,  not cause
     or permit any waste or confiscation  of the Collateral,  and pay all taxes,
     assessments and loins now or hereafter imposed on the Collateral;

          (d) IPA will  promptly  notify the  Manager  in  writing  prior to any
     change in IPA's  places of business,  or if IPA has or acquires  additional
     places of business.

          (e) IPA will  immediately  notify  Manager of any  proposed  or actual
     change of IPA's name, identity or corporate structure and if IPA decides to
     conduct  business  under any other name or through any other  entity  other
     than those set forth in the Agreement;

          (f) IPA will not sell,  contract for sale or, otherwise dispose of any
     of he Collateral except with Manager's prior written consent;

          (g) IPA will  comply  with  all  local,  state  and  federal  laws and
     regulations  applicable  to its  business,  and IPA  shall  notify  Manager
     immediately in detail of any actual or alleged breach,  violation,  default
     or failure to comply with or perform under any such laws or regulations, or
     of the occurrence or existence of any facts) or circumstances  which,  with
     the passage of time or the giving of notice or both, could create a breach,
     violation, default or failure;

          (h) IPA (shall  perform and comply with all of the  provisions  of the
     Agreement executed of even date herewith;

          (i) IPA will  promptly  notify  Manager in writing of any event  which
     affects  the value of the  Collateral,  the  ability  of IPA or  Manager to
     dispose of the  Collateral,  or the rights and  remedies  of the Manager in
     relationship thereto,  including, but not limited to, the levy of any legal
     process  against the collateral and the adoption of any order,  arrangement
     or procedure affecting the Collateral, whether governmental or otherwise;

          (j) The security interest granted to Manager on the date hereof is and
     shall at all times  remain  first in  priority,  not  subject  to any other
     security interest, and IPA shall not
                                      -2-

<PAGE>



     encumber  the  Collateral  or any part  thereof  without the prior  written
     consent of The Manager.

     4. Additional Covenants.  IPA hereby agrees that Manager may at any time at
its  option,  whether  or not  IPA is in  default,  do any  one or  more  of the
following, and IPA hereby agrees to promptly comply therewith:

          (a) Require  IPA to  segregate  all  collections  and  proceeds of the
     Collateral so that they are capable of identification;

          (b) Require  IPA to  periodically  deliver to the manager  records and
     schedules (in such form as deemed  satisfactory  to the Manager) which show
     the status and  condition of the  Collateral,  where it is located and such
     contracts or other maters which affect the Collateral,;

          (c) Verify the Collateral and inspect the books and records of IPA and
     make copies thereof or extracts therefrom;

          (d) Require IPA to deliver to the Manager any receivables evidenced by
     instruments or chattel paper;

          (e) Require IPA to obtain the Manager's  prior written  consent to any
     sale, contract of sale or other disposition of the Collateral;

          (f) Not any account debtors, any buyers of the Collateral or any other
     persons  of the  Manager's  interest  in the  Collateral  and the  proceeds
     thereof;

          (g)  Require  IPA  to  direct  all  account  debtors  to  forward  all
     remittances,  payments and proceeds of the  Collateral to a post office box
     under Manager's exclusive control;

          (h)  Demand  and  collect  any  receivables  and any  proceeds  of the
     Collateral.  In connection therewith, IPA irrevocably authorizes the Manger
     to  endorse  or sign  IPA's  name on all  collections,  receipts  or  other
     documents, take possession of and open the mail addressed to IPA and remove
     therefrom payments of receivables and proceeds of the Collateral.

     5. Rights of Manager.  Manager shall have,  with respect to the Collateral,
the rights and obligations of a secured party under the Uniform  Commercial Code
as adopted in  California.  III No renewal or  extension  of the  Agreement,  no
release  or  surrender  of  any  Collateral  given  as  security  in  connection
therewith,  and no delay in  enforcement  thereof or in exercising  any right or
power with respect thereto or hereunder shall
                                      -3-

<PAGE>



affect the rights of Manager with respect to the collateral or any part thereof.

     6. Defaults. Any one or more of the following shall be a default hereunder:

          (a) IPA s all fail to pay any  indebtedness  owed to the Manager  when
     due;

          (b) IPA shall breach any term,  provision,  warranty or representation
     under this  Agreement,  the  Agreement  or,  under any other  agreement  or
     contract between IPA and Manager, or obligation of IPA to the Manager;

          (c) If any warranty,  representation,  statement, report or profit and
     loss Certificate  furnished by IPA to the Manager proves false or incorrect
     in any material respect; or

          (d) A default under any other Document shall have occurred.

          (e) (i) The  commencement of an involuntary  case with the filing of a
     petition  against  IPA  seeking  reorganization  or  liquidation  under any
     applicable federal or state bankruptcy, insolvency, reorganization or other
     similar law; or the  commencement of an action seeking the appointment of a
     receiver,  trustee or other similar official for IPA or for any substantial
     part of IPA's property and such involuntary case, petition or action is not
     being actively  contested and is not dismissed within sixty (60) days after
     the filing thereof;

               (ii) The  commencement  of a  voluntary  case or the  filing of a
          petition  by IPA  seeking  reorganization  or  liquidation  under  any
          applicable  federal or state  bankruptcy,  insolvency or other similar
          law;

               (iii) The Assignment by IPA for the benefit of creditors;

               (iv) he failure of IPA to pay its debt  generally  as they become
          due or the omission by it in writing of its inability to pay its debts
          generally as they become due; or


               (v) the  taking  of any  corporate  action by IPA or its Board of
          Directors or any  committee  thereof for the purpose of causing any of
          the foregoing to occur.

                                      -4-


<PAGE>



     7.  Remedies.  In the event of any default  hereunder,  the Manager (in its
sole) discretion), may do any one or more of the following:

          (a)  Declare  any  indebtedness  secured  hereby  immediately  due and
     payable;

          (b) Enforce  the  security  interest  give  hereunder  pursuant to the
     California  Uniform  Commercial  Code or any other law;

          (c) Require IPA to assemble the Collateral and the records  pertaining
     to the  Collateral  and make them available to the Manager at a placed sign
     dated by Manager;

          (d) Enter the  premises of IPA or the Real  Property,  as  applicable,
     take  possession  of the  Collateral  and of the records  pertaining to the
     Collateral;

          (e) Grant  extensions,  compromise claims arid sell the Collateral for
     less than face value;

          (f)  Use,  in  connection  with any  assembly  or  disposition  of the
     Collateral,  ally fictitious  business name,  trademark,  trade name, trade
     style, copyright, patent right or technical process used or utilized by IPA
     in connection therewith;

          (g) Proceed in the foreclosure of Managers  security interest and sale
     of the Collateral in any manner permitted by law or this Agreement;

          (h) Retain the  Collateral  in full  satisfaction  of the  obligations
     secured hereby; or

          (i) Sell, assign or deliver as much of the Collateral as is reasonably
     necessary  to repay the  defaulted  indebtedness  (together  with  expenses
     attendant  upon such sale and  repayment),  at public or private  sale,  as
     Manager may elect, either for cash or on credit,  without assumption of any
     credit risk and without demand or advertisement  (unless otherwise required
     by law).

     At any such  private  or public  sale of the  Collateral  or part  thereof,
Manager may purchase and pay for the same by  cancellation of the obligations of
IPA under the  Agreement,  equal to the purchase  price and free of any right of
redemption on the part of IPA. Manager agrees,  however, that IPA shall have all
rights,  including rights of notice,  provided by the Uniform Commercial Code as
adopted in  California.  In any case where notice is required,  five days notice
shall be deemed reasonable  notice. In the event of any sale hereunder,  Manager
shall apply
                                      -5-

<PAGE>



the  proceeds  in the order  set forth  below.  Manager  may have  resort to the
Collateral or any portion thereof with no requirements on the part of Manager to
proceed first against any other person or property.

     Proceeds  from the sale of the  Collateral  or any  part  thereof  shall be
applied by Manager in the following order:

          (i) the payment of the costs and  expenses of  collection  incurred by
     Manager,  including,  without  limitation,  attorneys'  fees and all  other
     reasonable   expenses,   liabilities  and  costs  incurred  by  Manager  in
     connection therewith;

          (ii) To the  payment  of the whole  amount  then  owing and unpaid for
     advances and/or management fees;

          (iii) To the payment in full of all other obligations of IPA under the
     Agreement; and

          (iv) To the payment to IPA of any  surplus  then  remaining  from such
     proceeds.

     8. Miscellaneous.

     (a) Any waiver,  expressed or implied,  of any provision  hereunder and any
delay or failure by Manager to enforce any provision shall not preclude  Manager
from enforcing any such provision thereafter.

     (b) IPA shall,  at the request of Manager,  execute such other  agreements,
documents  or  instruments  in  connection  with this  Agreement  as Manager may
reasonably deem necessary, including but not limited to financing statements and
continuation statements to evidence the security interest granted hereby.

     (c) This Agreement shall be governed by and construed according to the laws
of the State of California.

     (d)  All  rights  and  remedies  herein  provided  are  cumulative  and not
exclusive  of any rights or remedies  otherwise  provided by law.  Any single or
partial  exercise of any right or remedy shall not preclude the further exercise
thereof or the exercise of any of the right or remedy.

     (e) All terms not  defined  herein are used as set forth in the  California
Uniform Commercial Code.


                                      -6-


<PAGE>



     (f) In the event of any action by the Manager to enforce this  Agreement or
to protect the security interest of the Manager in the Collateral, IPA agrees to
pay the costs thereof, including reasonable attorneys fees and other expenses.

     (g) If any term, provision, covenant or condition of this Agreement is held
by a court of competent  jurisdiction to be invalid, void or unenforceable,  the
remainder of the  provisions  shall remain in full force and effect and shall no
way be affected, impaired invalidated.

     (h)  Upon the  termination  of the  Agreement  and  payment  in full of the
accrued  management  fees  thereunder,  and will  deliver to IPA any part of the
Collateral delivered to Manager and held by Manager hereunder.

     (i) This Agreement shall not be released, (discharged,  changed or modified
in any manner,  except by an instrument signed by a duly authorized,  officer or
representative of both IPA and Manager.  No oral explanation or oral information
by either of the parties  hereto  shall alter the meaning or  interpretation  of
this Agreement.

     (j) This  Agreement  shall inure to the benefit of and be binding  upon the
parties hereto and their successors and assigns.

     9. Notices.

     Any  notice  to be  given  pursuant  to  this  Agreement  shall  be  deemed
effectively the same day when such notice is given personally,  or by telephone,
telegram,  or  electronic  transmission  to the  President  of the party to whom
notice is being given. Notice by mail shall be deemed effective three days after
deposit in the United State mail, and properly addressed with postage prepaid.

Notices to IPA shall be given at:

                                 Latino Care Network Medical Group, Inc.
                                 8635 E. Florence Ave., Suite 207
                                 Downey, CA 90240
                                 Attention:      Roberto Chiprut, M.D.

                                      -7-

<PAGE>




          with a copy to:                    Cooper, Margolin & Biatch
                                             1970 Broadway, Suite 940
                                             Oakland, California 94612
                                             Attention: Eric P. Gold, Esq.

Notices to Manager shall be given at:

                                LatinoCare Management Corporation
                                8635 E. Florence Ave., Suite 207
                                Downey, CA 90240
                                Attention: Jose J. Gonzalez

with copies to:                              Miller & Holguin
                                             1801 Century Park East, 7th Floor
                                             Los Angeles, California 90067
                                             Attention: Dale S. Miller, Esq.

                                             Cedars Sinai Medical Center
                                             8700 Beverly Blvd.
                                             Los Angeles, California 90048
                                             Attention: Joseph C. Luevanos

     IN WITNESS  WHEREOF,  IPA and Manager have caused this Agreement to be duly
executed as of the date set forth above.

MANAGER

By: ___________________________    By:__________________________

Its:____________________________   Its:_________________________





                                      -8-

<PAGE>



                                   EXHIBIT "F"

                           ASSIGNABLE OPTION AGREEMENT




<PAGE>



                                   EXHIBIT "F"

                           ASSIGNABLE OPTION AGREEMENT

     THIS ASSIGNABLE OPTION AGREEMENT  ("Agreement") is made as of this 30th day
of November, 1995 by and between LATINOCARE MANAGEMENT CORPORATION  ("Manager"),
a California  corporation,  LATINOCARE NETWORK MEDICAL GROUP, INC., a California
professional  corporation  ("IPA"),  together with Roberto Chiprut,  M.D., IPA's
sole shareholder  (hereinafter  referred to as "Shareholder")  with reference to
the following facts:


                                    RECITALS

     A. IPA is a professional  corporation  that is organized and operated as an
independent practice association (the "Practice"),  and Shareholder owns, all of
the issued and outstanding common shares of IPA (the "Shares").

     B. IPA has entered into a Management Agreement (the "Management Agreement")
of even date herewith,  with Manager  pursuant to which Manager has been engaged
by IPA to  provide a full  scope of  management,  administrative,  clerical  and
billing,  claims  pursuant and  collection,  cash flow  management and marketing
services.

     C. Manager,  directly and through its affiliates,  will commit  substantial
resources  and  incur  substantial   expenses,   and  Manager  has  considerable
experience and expertise to provide the management services required pursuant to
the Management Agreement, all of which are anticipated to improve the quality of
services and efficiency of the Practice.

     D.  IPA  and  Manager  desire  to  provide  for  the  orderly,   preplanned
disposition  of the IPA upon the  occurrence  of certain  events.  As such,  IPA
desires to grant to Manager,  and Manager  desires to acquire  from IPA,  (i) an
assignable  option to purchase  all of the assets of IPA,  and (ii) the right to
designate the purchaser  ("Successor  Physician")  of all or part of the ,issued
and outstanding  shares in IPA. When used in this  Agreement,  the term "Assets"
shall mean fall of IPA's and Shareholder's right, title, interest and estate 1in
and to all the assets of every kind and description used in or pertaining to the
Practice,  including  but not limited to the assets set forth on Exhibit A. When
used in this Agreement, the term "Shares" shall mean all of Shareholder's right,
title,  interest  and  estate in and to all of issued and  outstanding  stock in
IPA's  Corporation,  including any rights to any additional  shares,  preemptive
rights, warrants, and the like, as set forth on Exhibit B.
                                      -1-

<PAGE>




     NOW,  THEREFORE,  in consideration of the foregoing promises and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged by the parties, IPA, Shareholder, and Manager agree as follows:

     1. Grant of Option.

     1.1 IPA hereby  grants to Manager an  assignable  option to purchase all or
any part of the Assets (the  "Assets  Option"),  on the terms and subject to the
conditions get forth in this Agreement.

     1.2 IPA and  Shareholder  hereby grant to Manager the  assignable  right to
designate a Successor Physician or Successor Physicians, which person or persons
must be duly  licensed  physicians  in the  State  of  California  or  otherwise
permitted by law, to be a shareholder in a professional association, to purchase
all or part of the Shares (the "Shares Option"), on the terms and subject to the
conditions set forth herein. In its sole discretion, Manager may designate which
Shareholder's Shares is to be purchased. The Assets Option and the Shares Option
are collectively the "Option."

     1.3 IPA and  Shareholder  represent and warrant that as of the day-and year
first above written and during the term of this Agreement,  Exhibits A and B are
true and  complete  listings of the Assets and Shares,  as revised  from time to
time pursuant to this Agreement.

     1.4 IPA shall hot  recognize  any share  transfer  or other  action  not in
compliance with the terms of this Agreement.

     2.  Term of  Agreement.  The  term of this  Agreement  (the  "Term")  shall
commence  on the date hereof and shall  expire on the  thirtieth  (30th)  annual
anniversary hereof unless earlier terminated as provided below. The term of this
Agreement shall be automatically extended for additional terms of ten (10) years
each,  unless  Manager  delivers  to IPA,  not less then  twelve (12) months nor
earlier than fifteen (15) months prior to the expiration of the preceding  term,
written notice of Manager's intention not to extend the term of this Agreement.

     3. Option  Price.  The purchase  price for the option (the "Option Price is
five hundred Dollars  ($500.00) and IPA and Shareholder  acknowledge  receipt of
such payment.

                                      -2-

<PAGE>




     4. Exercise of Option.

     4.1 During the Term of this  Agreement,  Manager may elect to exercise  the
option only to the extent that IPA or a Shareholder attempts to sell or transfer
the Assets and/or his or her Shares. In the event of any such attempt to sell or
transfer the Assets or Shares,  Manager may exercise either the Assets Option or
the Shares option, or both, in its sole discretion.

     4.2  Notwithstanding  the  provisions of Section 4.1, if IPA or Shareholder
violates any of the terms of this Agreement or any other  agreement  between IPA
and Manager,  the  limitation  with respect to Manager's,  right to exercise the
Option immediately  terminates and Manager may exercise either the Assets Option
or the Shares Option, or both, at any time.

     4.3  Notwithstanding the provisions of Section 4.1, if IPA or a Shareholder
dies or becomes  permanently  disabled  during the Term of this  Agreement,  the
limitation  with respect to Manager's  right to exercise the Option  immediately
terminates  and  Manager  may  exercise  either the Assets  Option or the Shares
Option,  or  both,  at any  time.  For  purposes  of this  Agreement,  the  term
"permanent disability" means any illness, injury, disease or condition,  whether
mental or  physical,  which,  for a continuous  period of thirty (30) days,  (a)
prevents  IPA  or  a  Shareholder  from  performing  his  or  her  duties  as  a
shareholder,  director,  officer  and/or  employee of IPA or! (b)  substantially
impairs IPA's or a Shareholder's  ability to practice medicine or to perform his
or her obligations under the Participating Provider Agreement with IPA.

     4.4 To the extent that the Assets  Option is exercised by Manager,  Manager
will send IPA a written  notice (the "Assets  Exercise  Notice")  specifying the
Assets to be purchased. Upon exercise of the Assets Option as to the purchase of
any, or all of the Assets, IPA and Manager shall be deemed to have entered into,
respectively,  a purchase and sale agreement,  covering the Assets  specified in
the Exercise  Notice.  Manager may  exercise  the Assets  Option as many times s
Manager elects in its sole discretion.

     4.5 To the extent that the Shares  Option is exercised by Manager,  Manager
will send IPA a written  notice (the "Shares  Exercise  Notice")  specifying the
Shares to be purchased. Upon exercise of the Shares Option as to the purchase of
any or all of the Shares,  IPA and Manager shall be deemed to have entered into,
respectively,  a purchase and sale agreement,  covering the Shares  specified in
the Exercise Notice. Manager may designate
                                      -3-

<PAGE>



the Successor Physician(s), who will exercise the Shares Option as many times as
Manager elects in its sole discretion.

     4.6 The Assets Option and the Shares Option are  independent of each other,
and can be exercised at different times during the Option Term.

     4.7 Manager may cancel any Exercise Notice at any time.

     4.8 IPA and Shareholder shall cooperate with Manager in any due diligence.

     5. Assignment of the Option. Manager may elect to assign either or both the
Assets Option and/or the Shares Option to any person,  by a written  assignment,
signed by both Manager and the assignee, which designates the, Assets or Shares.
Thereafter,  only the assignee named in the  assignment  shall have the right to
exercise  the  applicable  Assets  Option  and/or  the  Shares  Option as to the
designated Assets and/or Shares, and that assignee,  rather than Manager,  shall
enter and/or the purchase  agreement  upon  exercise of the Assets Option and/or
the  Shares  Option,  as  applicable.  When  the  context  so  requires  in this
Agreement,  the term "Manager" shall be deemed to refer too an assignee  holding
an assignment of the option with respect to those Assets,  and the terms "party"
and "parties" shall be deemed to include that assignee.

     6. Purchase Price of the Assets or Shares.

     6.1 Purchase Price.

          a. Assets  Purchase  Price.  The Assets  Purchase Price for the Assets
     shall be  base,  on the  fair  market  value  established  by an  appraisal
     completed by an independent third party selected by Manager. In calculating
     the fair  market  value of the Assets the  appraiser  will be  required  to
     assign  a value  to the  expected  future  profitability  of the  IPA.  The
     purchase  price of any partial  purchase of the Assets  shall be a pro-rata
     percentage of the full Assets Purchase Price;

          b. Shares Purchase Price.  The Shares Purchase Price shall be based on
     the  fair  market  value  established  by  an  appraisal  completed  by  an
     independent  third party  selected by Manager.  The purchase  price of less
     than all of the issued and outstanding  Shares is a pro-rata  percentage of
     the full Shares Purchase Price.

          6.2  Payment.  For the Assets,  Manager  shall pay IPA the  applicable
     Purchase  Price at  Closing  in the  form of  immediately  available  funds
     transferred by wire to an account at a financial
                                      -4-

<PAGE>



     institution  designated  by IPA.  For the Shares,  Manager  shall cause the
     Successor Physician to pay the respective Shareholder.

     6.3 Closing.  The transactions  contemplated by this Agreement are to close
forty-five (45) days after the date of any Exercise Notice  ("Closing"),  unless
extended by Manager.

     7. Additional Obligations of IPA.

     7.1  Affirmative,  Covenants.  To  the  extent  that  IPA  and  Shareholder
participate  in the  Practice  and  own,  control,  or use the  Assets,  IPA and
Shareholder shall:

          a. Conduct of Practice. Conduct IPA's business efficiently and without
     voluntary interruption and preserve all rights,  privileges, and franchises
     held by IPA and IPA's Practice, including the maintenance of all contracts,
     copyrights, trademarks, licenses, registrations, etc.;

          b.  Use.  Make  use of the  Assets  with  reasonable  care to  prevent
     diminution in value of the Practice and the Assets,  and keep the Assets in
     good repair;

          c. Value.  Perform  all acts  necessary  to  maintain,  preserve,  and
     protect the Assets,  and maintain fire and extended  coverage  insurance on
     the Assets in the amounts and under policies acceptable to Manager,  and to
     provide  Manager with the original  policies and  certificates at Manager's
     request;

          d. Financing Statements.  Execute and deliver to Manager all financing
     statements and other documents that Manager requests, in order to put third
     parties on notice of this Agreement;

          e. Access.  Permit  Manager,  its  representatives,  and its agents to
     inspect the Assets at any time, and to make copies of records pertaining to
     it, at reasonable times at Manager's request;

          f.  Reports.  Furnish  Manager the  reports  relating to the Assets at
     Manager's request;

          g.  Defaults.  Notify  Manager  promptly  in writing  of any  default,
     potential  default,  or any development  that might have a material adverse
     effect on the Assets,  the shares,  or the practice,  or of any  litigation
     that may have a material adverse effect on the Practice;

          h. Expenses. Pay all expenses,  including attorneys' fees, incurred by
     Manager in the  perfection,  preservation,  realization,  enforcement,  and
     exercise of its rights under this
                                      -5-

<PAGE>



     Agreement,  including  but  not  limited  to  accounting,   correspondence,
     collection effort, filing, recording, and record keeping;

          i. Indemnity.  Indemnify  Manager against loss of any kind,  including
     reasonable  attorneys' fees, caused to Manager by reason of its interest in
     the Assets and/or the Shares;

          j. Taxes.  Pay  promptly  when due all taxes and  assessments  owed in
     connection with the Assets and the Shares; and

          k.  Delivery  of  Certificates.  Deliver to Manager  all  certificates
     heretofore  issued  representing  all of the shares of IPA's capital shares
     held of record or  beneficially  owned by each and every  Shareholder,  and
     each certificate  hereafter issued  representing any share of IPA's capital
     shares,  with each  certificate  endorsed in blank for transfer.  Each such
     certificate  shall have affixed Into the back of the  certificate  a legend
     substantially as follows:

     The  rights  of any  holder  of any share  evidenced  by this  certificate,
including the right to dispose of the securities represented by this certificate
or any interest therein,  are subject to and restricted by a certain  Assignable
Option  Agreement,  dated  October  ,1995,  among the  issuer,  all the  issuers
shareholders,  and The issuer  will mail  without  charge to any holder of these
shares a copy of such agreement within five (5) days of receipt by the issuer of
a written request therefore.

     7.2 Negative Covenants.  Without the prior written consent of Manager,  IPA
and Shareholder shall not:

          a. Transfer. Sell, lease, transfer, or otherwise dispose of the Assets
     and Share;

          b. Debt. Incur,  guarantee,  assume or otherwise become liable for any
     borrowing or increase any existing indebtedness; or discharge or cancel any
     debt owed to IPA;

          c. No Further Hypothecation.  Pledge, hypothecate, encumber, redeem or
     dispose of the Assets,  the Shares,  or any interest  therein  until all of
     IPA's  obligations  under this  Agreement  has been fully  satisfied or the
     ______ or the Shares has been released;

          d. Location.  Move the Assets from their present locations without the
     prior written consent of Manager;

                                      -6-

<PAGE>



          e. Use.  Use the Assets or the Shares for any  unlawful  purpose or in
     any way that would void any effective insurance;

          f. Name and Location Chances.  Change the name or place of business or
     use a  Fictitious  business  name  without  the prior  express  consent  of
     Manager; and

          g. Issuance of Shares; Change in Ownership; Mergers and Consolidation.
     Permit any issuance of Shares,  other equity, or debt; permit any change in
     the composition or respective percentage ownership of IPA; permit IPA to be
     merged,  consolidated  or  otherwise  reorganized  with or into  any  other
     association,  corporation, partnership, trade, business, or the like; amend
     or otherwise  modify its articles of association and bylaws;  dissolve;  or
     enter into any agreement with any person to do any of the foregoing.

     8.  Confidentiality.  The parties  shall use all good faith efforts to keep
the  contents  of this  Agreement  and all  other  aspects  of the  negotiations
preceding execution of this Agreement confidential. unless required by law, IPA,
Shareholder, and Manager shall not disclose the content of this Agreement or the
negotiations  leading  to this  Agreement  to third  parties  without  the prior
written  consent  of the  other  party.  Manager  shall  ensure  that all of the
assignees  likewise  comply with the obligations of  confidentiality  imposed by
this Section, except that Manager and the assignees may disclose the contents of
such to their respective agents, representatives,  contractors, and employees to
the extent  necessary  to  exercise  their  respective  rights or perform  their
respective obligations hereunder.

     9. General.

     9.1  Compliance  with Law. IPA and each  Shareholder  shall comply with all
applicable requirements of the California Board of Medical Examiners, California
Medical  Association,  American Medical  Association,  the Medicare and Medicaid
programs,  applicable  state  law  and  regulations,  and  other  licensing  and
accreditation authorities.

     9.2  Relationship of Parties.  In the exercise of their  respective and the
performance  of  their  respective  obligations  under  this  Agreement  IPA and
Shareholder  on the one hand and Manager (or any assignee) on the other hand are
acting in the  capacity of the grantor and grantee of an option to purchase  all
or a portion of the Assets  and/or  Shares,  and  nothing in this  Agreement  is
intended in or shall be  construed  to create  between the parties an  employer/
employee  relationship,  a  partnership  or  joint  venture  relationship  or  a
landlord/tenant relationship.

                                      -7-

<PAGE>



     9.3  Assignment.  Notwithstanding  any other  provision of this  Agreement,
neither  this  Agreement  nor the  rights and  duties of this  Agreement  may be
assigned  or  delegated  by  IPA  or  Shareholder.   This  Agreement  binds  the
successors, heirs, and authorized assignees of the parties.

     9.4 Entire Agreement. Except as expressly provided in this Agreement to the
contrary,  this Agreement,  including its incorporated  exhibits constitutes the
entire agreement between the parties with respect to the Option,  and supersedes
all other and prior agreements on t e same subject, whether written or oral, and
contains all of the covenants and agreements between the parties with respect to
the subject matter hereof. Except as expressly provided in this Agreement to the
contrary,  each party to this Agreement  acknowledges  that no  representations,
inducements, promises, or agreements, orally or otherwise, have been made by any
other party hereto, or by anyone acting on behalf of any party hereto;  that are
not embodied herein, and that no agreement,  statement, or promise not contained
in this Agreement shall be valid or binding.

     9.5  Counterparts.  This  Agreement,  and any  amendments  thereto,  may be
executed in counterparts,  each of which shall constitute an original  document,
but which together shall constitute one and the same instrument.

     9.6 Headings.  The section headings  contained in this Agreement are insert
for   convenience   only  and  shall  not  affect  in  any  way  the  meaning  r
interpretation of this Agreement.

     9.7 Notices. Any notices required or permitted to be given hereunder by any
party to another shall be in writing and shall be deemed delivered upon personal
delivery,  twenty-four (24) hours following  deposit wit a courier for overnight
delivery  or  seventy  two  (72)  hours  following  deposit  in the  U.S.  Mail,
registered  or  certified  mail,  postage  prepaid,   return-receipt  requested,
addressed to the parties at the following  addresses or to such other  addresses
as the parties may specify in writing:

Notices to IPA shall be given at:

               LatinoCare Network Medical Group, Inc.
               8635 Florence Ave., Suite 207
               Downey, CA 90240
               Attention: Roberto Chiprut, M.D.


                                      -8-

<PAGE>



         with a copy to:                     Cooper, Margolin & Biatch
                                             1970 Broadway, Suite 940
                                             Oakland, California 94612
                                             Attention: Eric P. Gold, Esq.

Notices to Manager shall be given at:

             LatinoCare Management Corporation
             8635 : Florence Ave., Suite 207
             Downey, CA 90240
             Attention: Jose J. Gonzalez

with copies to:                             Miller & Holguin
                                            1801 Century Park East, 7th Floor
                                            Los Angeles, California 90067
                                            Attention: Dale S. Miller, Esq.

                                            Cedars Sinai Medical Center
                                            8700 Beverly Blvd.
                                            Los Angeles, California 90048
                                            Attention: Joseph C. Luevanos

     9.8  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of California.

     9.9  Amendment.  This  Agreement may be amended at any time by agreement of
the parties,  provided  that any  amendment  shall be in writing and executed by
both parties.

     9.10 Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable,  the remaining provisions
will nevertheless  continue in full force a d effect,  unless such invalidity or
unenforceability would defeat an essential business purpose of this Agreement.

     9.11 Fees and Expenses. IPA, Shareholder, and manager each shall bear their
own expenses,  including, without limitation,  attorneys' and accountants' fees,
incurred  in  connection   with  the  preparation  of  this  Agreement  and  the
transactions contemplated hereby.

     9.12 Exhibits and Schedules. All attachments and schedules attached to this
agreement are incorporated herein by this reference and all references herein to
"Agreement"  shall  mean this  Agreement  together  with all such  exhibits  and
schedules.

                                      -9-

<PAGE>



     9.13  Time of  Essence.  Time is  expressly  made  of the  essence  of this
Agreement an each and every  provision  hereof of which time of performance is a
actor.

     9.14  Dispute  Revolution.  In the event the  parties  hereto are unable to
resolve any dispute in connection with this Agreement,  the parties may mutually
agree to arbitrate as set forth below.

          a. There shall be one arbitrator.  If the parties shall fail to select
     a mutual  acceptable  arbitrator  within ten (10) days after the demand for
     arbitration is mailed,  then the parties stipulate to arbitration  before a
     retired judge sitting on the Los Angeles, California,  Judicial Arbitration
     Mediation Services (JAMS) panel.

          b: The substantive law of the State of California  shall be applied by
     the arbitrator.

          c. Arbitration shall take place in Los Angeles, California, unless IPA
     and a majority of the other parties  otherwise agree. As soon as reasonably
     practicable, a hearing with respect to the dispute or matter to be resolved
     shall be conducted by the  arbitrator.  As soon as  reasonably  practicable
     thereafter, the arbitrator shall arrive at a final decision, which shall be
     reduced  to  writing,  signed y the  arbitrator  and  mailed to each of the
     parties and their legal counsel.

          d. All  decisions  of the  arbitrator  shall  be  final,  binding  and
     conclusive on the parties and shall constitute the only method of resolving
     disputes or matters subject to arbitration pursuant to this Agreement.  The
     arbitrator  or a court  of  appropriate  jurisdiction  may  issue a writ of
     execution  to enforce the  arbitrator's  judgment.  Judgment may be entered
     upon such a decision in accordance  with applicable law in any court having
     jurisdiction thereof

          e.  Notwithstanding  the foregoing,  because time is of the essence of
     this  Agreement,  the  parties  specifically  reserve  the  right to seek a
     judicial temporary  restraining  order,  preliminary  injunction,  or other
     similar short term equitable relief,  and grant the arbitrator the right to
     make a final  determination  of the parties' rights,  including  whether to
     make permanent or dissolve such court order.

          f. Notwithstanding the foregoing,  any and all arbitration proceedings
     are  conditional  upon such  proceedings  being covered within the parties'
     respective risk insurance policies.

                                      -10-

<PAGE>



     9.15 Attorneys' Fees. Should any of the parties hereto institute any action
or procedure  to enforce  this  Agreement  or any  provision  hereof  (including
without limitation, arbitration), or for damages by reason of any alleged breach
of this Agreement or of any provision  hereof!,,  or for a declaration of rights
hereunder  (including,   without  limitation,  by  means  of  arbitration),  the
prevailing  party in any such action or proceeding  shall he entitled to receive
from the  other  party  all costs and  expenses,  including  without  limitation
reasonable  attorneys' fees, incurred by the prevailing party in connection with
such action or proceeding.

     9.16 Further  Assurances.  The parties  shall take such actions and execute
and deliver such further documentation as may reasonably-be required in order to
give  effect  to  the  transactions  contemplated  by  this  Agreement  and  the
intentions of the parties hereto.

     9.17 Rights  Cumulative.  The various rights and remedies herein granted to
the II  respective  parties  hereto shall be  cumulative  and in addition to any
other rights any such party may be entitled to under law. The exercise of one or
more  rights or  remedies by a party shall not impair the right of such party to
exercise any other right or remedies, at law or equity.

     EVIDENCING  their  agreement  on  the  above  terms  and  conditions,  IPA,
Shareholder,  and  Manager  execute  this  Agreement  by their  duly  authorized
representatives as set forth below.

"Manager"

LATINOCARE MANAGEMENT CORPORATION
California corporation

 By:________________________________
    __________________________President

"IPA"

LATINOCARE NETWORK MEDICAL GROUP, INC.,
a California professional corporation

By: __________________________________
Its:__________________________________

"Shareholder"


                                      -11-

<PAGE>



                           SPOUSAL JOINDER AND CONSENT

     I am the spouse of Jose  Gonzalez a  Shareholder.  To the extent that I own
any of the Assets (as that term is defined in the Assignable Option  Agreement),
I hereby join in the  Assignable  Option  Agreement and agree to be bound by its
terms and conditions to the same extent as my spouse. I have read the Assignable
Option Agreement,  understand its terms and conditions, and to the extent that I
have felt it necessary,  I have retained  independent legal counsel to advise me
concerning the legal effect of this Assignable Option Agreement and this Spousal
Joinder and Consent.

     I understand and acknowledge that Manager is  significantly  relying on the
validity and accuracy of this Spousal  Joinder and Consent in entering into this
Assignable Option Agreement.


Executed this 30th day of November, 1995.

Signature: _________________________________
Printed or Typed Name : Maria D'Avila-Gonzalez



<PAGE>


                                    EXHIBIT B

                                     SHARES