EXHIBIT 10.1


                      MEMBER INTEREST PURCHASE AGREEMENT


           THIS MEMBER INTEREST PURCHASE AGREEMENT  is made and entered  into
 as of the 12th  day of September, 2000,  but effective as  of June 30,  2000
 (the "Effective Date") by and between  ADVANCED MEDICAL MANAGEMENT, INC.,  a
 Maryland corporation (hereinafter "Seller") and TESSA COMPLETE HEALTH  CARE,
 INC., a Georgia corporation (the "Buyer").

                           EXPLANATORY STATEMENT

           Seller is the owner of the  sole member interest (the  "Interest")
 in Advanced Medical Management  of Nevada, LLC,  a Nevada limited  liability
 company (the "Company").

           Pursuant to the  terms and  conditions of  this Agreement,  Seller
 will sell and  assign all of  its right, title  and interest in  and to  the
 Interest to Buyer.

           NOW, THEREFORE, the parties hereto agree as follows:

           1.   Agreement to Sell.   At the Closing hereunder, but  effective
 as of  the Effective  Date, Seller  shall sell  and assign  and Buyer  shall
 purchase and  accept,  at the  price,  and  upon the  terms  and  conditions
 hereinafter set forth, all of Seller's  right, title and interest in and  to
 the Interest.

           2.   Price.

                2.1  The purchase  price for  the  purchase of  the  Interest
 shall be nine hundred forty thousand  seven hundred twenty (940,787)  shares
 of the common  stock of Buyer,  which shall be  evidenced by  a duly  issued
 Stock Certificate of Buyer and delivered by Buyer to Seller at Closing.  The
 Buyer and Seller agree that the allocation  of the purchase price is as  set
 forth on Exhibit A.

                2.2  The Buyer  and Seller  agree that  the Buyer  shall  not
 assume, directly or indirectly, any debts, obligations or liabilities of the
 Company which  accrued  prior to  the  Effective  Date.   The  Seller  shall
 indemnify the Buyer and the Company for such obligations pursuant to Section
 8.1 hereof.    Notwithstanding the  foregoing,  however, the  Company  shall
 remain obligated for its existing employment agreements and for the lease of
 its office space ("Lease").

           3.   Closing.  Closing  shall take place  simultaneously with  the
 execution hereof, but shall be effective as  of the Effective Date.  At  the
 Closing, Seller hereby agrees to deliver to Buyer an absolute  assignment to
 Buyer of  the  Interest  by the  execution  and  delivery by  Seller  of  an
 Assignment of Member Interest in the form set forth in Exhibit B hereto.
<PAGE>

           4.   Seller's Representations and  Warranties.  Seller  represents
 and warrants as follows:

                4.1  On this date Seller is the sole owner of the Interest.

                4.2  On this date the Interest is free and clear of any liens
 whatsoever and Seller has full power and authority to convey it to Buyer  in
 accordance with the terms and provisions of this Agreement.

                4.3  The  Company  is  the  sole  owner  of  the   furniture,
 fixtures, supplies and accounts receivable listed and described on Exhibit C
 hereof.

                4.4  A copy of the  Company's existing business license  from
 Clark County  is attached  hereto as  Exhibit D.   The  business license  is
 currently in effect as  of the Effective  Date and all  fees have been  paid
 through July 31, 2000.

                4.5  The Company owns its accounts receivable free and  clear
 of any interest or participation by any employee of the Company or any other
 person, and the Seller agrees to  promptly reimburse or return to Buyer  any
 misdirected payment of an accounts receivable that the Seller receives.

                4.6  Seller  agrees  to   use  its  commercially   reasonable
 efforts,  without  incurring  any  out-of-pocket  costs,  to  transfer   the
 Company's existing computer software programs to Buyer or to otherwise allow
 Buyer and/or Company to continue to utilize such computer software programs,
 to the extent  such transfer or  use is permitted  by the  licensor of  such
 programs.

                4.7  Seller  makes   the   investment   representations   and
 warranties set forth in that certain Subscription Agreement attached  hereto
 as Exhibit F and by this reference incorporated herein.

                4.8  Seller represents  and warrants  that  it has  the  full
 power and  authority  to enter  into  this  Agreement and  to  complete  the
 transactions contemplated hereby.

                4.9  Seller represents and warrants that all of the  Seller's
 representations and warranties are as true  and accurate at the time of  the
 execution of this Agreement as they were on the effective date.

           5.   Buyer's Representations and Warranties.  Buyer represents and
 warrants that  it  has the  full  power and  authority  to enter  into  this
 Agreement and to complete the transactions contemplated hereby.

           6.   Lease.  The Company shall continue to occupy space under  the
 Lease pursuant to the  terms of the Sublease  attached hereto as Exhibit  E,
 which the  parties  shall execute  upon  the Closing  hereunder.    However,
 notwithstanding anything  to the  contrary contained  in the  Sublease,  the
 Seller shall continue to be responsible, at Seller's sole cost and  expense,
 for the installation of the tenant  improvements required by Section 7.5  of
 the Lease.
<PAGE>

           7.   Use of Name.  The Buyer shall be entitled to keep the name of
 the Company through December  31, 2000.   As of January  1, 2001, the  Buyer
 shall cause  the name  of the  Company to  be changed  so that  it does  not
 include the name  "Advanced Medical Management"  or "Multi-Specialty  Health
 Care" in any part of its  name or tradename.  Seller expressly  acknowledges
 and agrees that Buyer may use the name "Multi-Care Health and Rehabilitation
 Center".

           8.   Indemnification.

                8.1  Seller undertakes to indemnify  and hold Buyer  harmless
 from and against any  and all costs, claims,  and liabilities of any  nature
 whatsoever (including reasonable attorneys' fees) arising  out of or in  any
 manner due to (i) liabilities or  undertakings with respect to the  Interest
 which arise out of events occurring prior to the Closing (ii) any breach  of
 any warranty or representation made by  Seller herein, and (iii) any  debts,
 obligations  and  liabilities  of  the  Company  which  accrued  before  the
 Effective Date.   Seller  shall assume  and promptly  pay for  any  existing
 debts, obligations and liabilities of the Company as of the Effective Date.

                8.2  Buyer undertakes to indemnify  and hold Seller  harmless
 from and against any  and all costs, claims,  and liabilities of any  nature
 whatsoever  affecting  or  pertaining  to  the  Company  and  the   Interest
 (including reasonable  attorneys'  fees) arising  out  of or  pertaining  to
 events occurring on or after the Effective Date.

           9.   Survival  of  Covenants.    Each  and  every  representation,
 warranty, undertaking  and indemnification  on the  part of  Seller and  the
 Buyer shall survive Closing hereunder.

           10.  Agreement Binding.  This Agreement shall be binding upon, and
 shall inure  to the  benefit of,  the parties  hereto and  their  respective
 heirs, personal representatives, successors and assigns.

           11.  Governing Law;  Attorney  Fees.    This  Agreement  shall  be
 construed in accordance with the laws  of the State of  Nevada.  If suit  is
 brought to enforce  any of the  terms or provisions  of this Agreement,  the
 prevailing party shall be entitled to reasonable attorney fees and costs.

           12.  Confidentiality.   The  Buyer  and  Seller  agree  that  this
 Agreement and the transactions contemplated hereby  may not be disclosed  or
 otherwise divulged  to  anyone  other than  their  representatives  for  the
 purposes of effectuating the transactions contemplated by this Agreement and
 only after the representatives  are informed of  the confidential nature  of
 such information.  After the Closing, all aspects of this Agreement shall be
 kept confidential except as may be necessary in a proceeding to enforce  the
 rights of any party under this Agreement or except as required by applicable
 federal and state securities laws.

           13.  Counterparts.   This  Agreement  may  be  signed  in  various
 counterparts which together shall constitute one and the same instrument.
<PAGE>

           14.  Registration Rights.

                14.1.     Right to Piggyback.

                     14.1.1.  If Buyer proposes to register any securities of
 Buyer under the Securities Act on any registration form before July 1,  2001
 (otherwise than for the registration of securities to be offered and sold by
 Buyer pursuant to (i) an employee benefit plan, (ii) a dividend or  interest
 reinvestment plan, (iii)  other similar  plans or  (iv) reclassification  of
 securities, mergers, consolidations and acquisitions of assets) permitting a
 secondary offering or distribution, not less than 90 days prior to each such
 registration Buyer  shall give  to Seller  written notice  of such  proposal
 which shall describe  in detail the  proposed registration and  distribution
 (including those jurisdictions where registration or qualification under the
 securities or blue sky  laws is intended) and,  upon the written request  of
 Seller furnished within 30 days after  the date of any such notice,  proceed
 to include in  such registration such  shares of the  common stock of  Buyer
 that  Seller  has  received  pursuant  to  Section  2.1  of  this  Agreement
 ("Piggy-Back Shares") as have been requested by the Seller to be included in
 such  registration.   Seller  shall in  its  request  describe  briefly  the
 proposed disposition of  such shares of  Common Stock.   Buyer will in  each
 instance use its  best efforts  to cause all  such Piggy-Back  Shares to  be
 registered under the Securities  Act and qualified  under  the securities or
 blue sky laws  of any  jurisdiction requested  by the  Seller ,  all to  the
 extent necessary to  permit the sale  or other disposition  thereof (in  the
 manner stated in such request) by the Seller.

                     14.1.2.   If  the  managing underwriter,  who  shall  be
 selected by  Buyer  advises Buyer  in  writing  that, in  its  opinion,  the
 inclusion of the Piggy-Back Shares with  the securities being registered  by
 Buyer would  materially  adversely  affect  the  distribution  of  all  such
 securities, then  Buyer will  include in  such registration  the  securities
 Buyer proposes to sell and the Piggy-Back Shares requested to be included in
 such registration on a pro  rata basis.

                14.2.     Selection   of   Underwriter;   Participation    in
 Underwritten Registrations. Seller agrees to the  selection by Buyer of  the
 underwriter to  manage  such registration  and  to execute  an  underwriting
 agreement with such underwriter that is in customary form.  The Seller shall
 not participate in any registration  hereunder which is underwritten  unless
 the Seller (i) agrees to sell its Piggy-Back Shares on the basis provided in
 any underwriting  arrangements approved  by  Buyer, and  (ii) completes  and
 executes all questionnaires, powers  of attorney, indemnities,  underwriting
 agreements and other documents required under the terms of such underwriting
 arrangements; provided that no holder of  Piggy-Back Shares included in  any
 underwritten registration shall be required  to make any representations  or
 warranties to  Buyer  or the  underwriters  other than  representations  and
 warranties  regarding  the  Seller  and  the  Seller's  intended  method  of
 distribution.

                14.3.     Withdrawal  of  Registration.    Nothing  in   this
 Section shall be deemed to require Buyer to proceed with any registration of
 its securities  after  giving  the  notice  as  provided  herein;  provided,
 however, that Buyer shall pay all expenses incurred pursuant to such  notice
 (in accordance with Section 14.6.
<PAGE>

                14.4.     Registration and Qualification  Procedures.   Buyer
 is not  granting Seller  "demand" registration  rights.   However,  whenever
 Buyer is required by the provisions of this Section to use its best  efforts
 to effect the  registration of any  of its securities  under the  Securities
 Act, Buyer will, as expeditiously as is possible:

                     (i)  prepare  and  file  with  the  SEC  a  registration
 statement with respect  to such securities  in connection  with which  Buyer
 will give  the  Seller,  its counsel  and  accountants  the  opportunity  to
 participate  in  the  preparation  of  such  registration  statement,   each
 prospectus included  therein  or filed  with  the SEC,  and  each  amendment
 thereof or supplement thereto, and will give each of them such access to its
 books and records and  such opportunities to discuss  the business of  Buyer
 with its officers and the independent public accountants who have  certified
 its financial  statements as  shall  be necessary,  in  the opinion  of  the
 Seller's counsel, to conduct a  reasonable investigation within the  meaning
 of the Securities Act;

                     (ii)   prepare and file with the SEC such amendments and
 supplements to  such  registration  statement and  the  prospectus  used  in
 connection therewith as may be necessary to keep such registration statement
 effective and the prospectus  current and to comply  with the provisions  of
 the Securities Act  with respect to  the sale of  all securities  covered by
 such registration statement  whenever the Seller  shall desire  to sell  the
 same; provided,  however,  Buyer  shall  have  no  obligation  to  file  any
 amendment or supplement at its own  expense more than nine  months after the
 effective date of such registration statement;

                     (iii)     furnish to the Seller such number of copies of
 preliminary prospectuses and prospectuses  and each supplement or  amendment
 thereto and such other  documents as it may  reasonably request in order  to
 facilitate the sale or  other disposition of the  securities owned by  it in
 conformity with (i)  the requirements  of the  Securities Act  and (ii)  the
 proposed method of distribution;

                     (iv)      use its reasonable best efforts to register or
 qualify the  securities covered  by such  registration statement  under  the
 securities or blue sky laws of  such jurisdictions within the United  States
 as the Seller shall  reasonably request, and do  such other reasonable  acts
 and things as may  be required of it  to enable the  Seller to conclude  the
 sale or other disposition in such  jurisdictions of the securities  owned by
 them; provided, however, that Buyer shall not be required to (a) qualify  as
 a foreign  corporation or  consent to  a general  and unlimited  service  of
 process in  any  such  jurisdiction, (b)  subject  itself  to  any  material
 taxation in  any  such  jurisdiction,  or  (iii)  qualify  as  a  dealer  in
 securities;
<PAGE>

                     (v)   furnish, at the request of the Seller, on the date
 such securities are delivered to the underwriters for sale pursuant to  such
 registration or, if such securities are not being sold through underwriters,
 on the  date the  registration statement  with  respect to  such  securities
 become effective, (a) an opinion, dated  such date, of counsel  representing
 Buyer for the purposes of such registration, addressed to the  underwriters,
 if any, and to the Seller, covering  such legal matters with respect to  the
 registration in respect of which such  opinion is being given as the  Seller
 may reasonably request and  are customarily included  in such opinions,  and
 (b) letters, dated respectively, (1) the effective date of the  registration
 statement  and  (2)  the   date  such  securities   are  delivered  to   the
 underwriters, if any, for sale pursuant to such registration, from a firm of
 independent certified  public accountants  of recognized  national  standing
 selected by Buyer, addressed to the underwriters, if any, and to the Seller,
 covering such financial, statistical and accounting matters with respect  to
 the registration in  respect of which  such letters are  being given as  the
 Seller may reasonably request and are customarily included in such letters;

                     (vi)   otherwise use its best efforts to comply with all
 applicable rules  and regulations  of the  SEC, and  make available  to  its
 security holders as soon  as reasonably practicable, but  not later than  16
 months after the effective date of  the registration statement, an  earnings
 statement covering  a period  of  at least  12  months beginning  after  the
 effective date of the registration statement, which earnings statement shall
 satisfy the provisions of Section 11(a) of the Securities Act;

                     (vii)     cause all such Piggy-Back Shares to be  listed
 on each securities exchange on which similar securities issued by Buyer  are
 then listed and to be qualified for trading on each system on which  similar
 securities issued by Buyer are from time to time qualified;

                     (viii)    provide a transfer agent and registrar for all
 such  Piggy-Back  Shares  not  later  than   the  effective  date  of   such
 registration statement and  thereafter maintain  such a  transfer agent  and
 registrar;  and  otherwise  cooperate  with  the  Seller  and  the  managing
 underwriter  to  facilitate  the  timely   preparation    and  delivery   of
 certificates representing Piggy-Back Shares to be  sold and not bearing  any
 restrictive legends,  and  enable  such Piggy-Back  Shares  to  be  in  such
 denominations and registered in such names  as the managing underwriter  may
 reasonably request at least  two business days prior  to any sale of  Piggy-
 Back Shares to the underwriters;

                     (ix)    enter into and perform an underwriting agreement
 with the managing  underwriter, if any,  containing customary  (i) terms  of
 offer and sale of the securities, payment provisions, underwriting discounts
 and  commissions,   and   (ii)   representations,   warranties,   covenants,
 indemnities, terms and conditions;
<PAGE>

                     (x)  notify the Seller during any time when a prospectus
 relating  to  the  registration  is  required  to  be  delivered  under  the
 Securities Act, upon discovery that, or upon the happening of any event as a
 result of which, the prospectus included in such registration statement,  as
 then in effect, includes an untrue statement of a material fact or omits  to
 state any material fact required to  be stated therein or necessary to  make
 the statements  therein not  misleading in  the light  of the  circumstances
 under which  they were  made, and  at  the request  of the  Seller  promptly
 prepare and  furnish  to the  Seller  a reasonable  number  of copies  of  a
 supplement to or  an amendment  of such prospectus  as may  be necessary  so
 that, as thereafter  delivered to the  purchasers of  such securities,  such
 prospectus shall not include an untrue statement of a material fact or  omit
 to state a material fact required to be stated therein or necessary to  make
 the statements  therein not  misleading in  the light  of the  circumstances
 under which they are made;

                     (xi) keep the  Seller  advised  in  writing  as  to  the
 initiation and progress of any registration under this Section.

                14.5.     Holdback Agreements.

                     14.5.1.  If any registration pursuant to this Section is
 in connection with an underwritten public offering, the Seller agrees, if so
 required by  the managing  underwriter, not  to effect  any public  sale  or
 distribution of Piggy-Back Shares (other than  as part of such  underwritten
 public offering) during the period beginning 15 days prior to the  effective
 date of such  registration statement  and ending on  the 90th  day (or  such
 longer period of time as may be requested by the managing underwriter (which
 period shall in no event exceed 180 days)) after the effective date of  such
 registration statement;  provided,  however, that  each  person that  is  an
 officer, director,  or beneficial  owner  of five  percent  or more  of  the
 outstanding shares of Buyer Common Shares  enters into such an agreement  on
 similar terms.

                     14.5.2.  Buyer agrees not to  effect any public sale  or
 distribution of  its equity  securities or  securities convertible  into  or
 exchangeable or exercisable for  any of such securities  during the 15  days
 prior to or 90 days (or  such longer period of time  as may be requested  by
 the managing underwriter (which period shall  in no event exceed 180  days))
 after  any  underwritten  registration  pursuant  this  Section  has  become
 effective, except  as  part of  such  underwritten registration  and  except
 pursuant to registrations  on Form S-8  or S-4 or  any successor or  similar
 forms thereto.

                14.6.     Registration Expenses.  If Buyer is required by the
 provisions  of  this  Section  to  use  its  best  efforts  to  effect   the
 registration  or  qualification  under  the  Securities  Act  or  any  state
 securities or blue sky laws of any of the Piggy-Back Shares, Buyer shall pay
 all expenses in connection therewith, including (i) all expenses incident to
 filing with  the  National Association  of  Securities Dealers,  Inc.,  (ii)
 registration fees, (iii) printing expenses,  (iv) accounting and legal  fees
 and expenses, (v) expenses of any special audits incident to or required  by
 any such registration or qualification, and (vi) expenses of complying  with
 the securities or blue sky laws of any jurisdictions in connection with such
 registration or qualification; provided, however, Buyer shall not be  liable
 for (1)  any discounts  or commissions  to any  underwriter attributable  to
 Piggy-Back Shares  being sold;  (2) any  stock  transfer taxes  incurred  in
 respect of the Piggy-Back Shares  being sold; or (3)  the legal fees of  the
 Seller.
<PAGE>

                14.7.     Indemnification.

                     14.7.1.    In  connection   with  any  registration   or
 qualification of securities  under this Section,  Buyer agrees to  indemnify
 the Seller against  all losses,  claims, damages,  liabilities and  expenses
 (including reasonable  costs  of investigation)  caused  by any  untrue,  or
 alleged untrue, statement of a material  fact contained in any  registration
 statement, preliminary prospectus,  prospectus or  notification or  offering
 circular (as  amended or  supplemented if  Buyer  shall have  furnished  any
 amendments or supplements  thereto) or caused  by any  omission, or  alleged
 omission, to state therein a material fact required to be stated therein  or
 necessary to make the statements therein  not misleading, except insofar  as
 such losses,  claims, damages,  liabilities or  expenses are  caused by  any
 untrue statement or alleged untrue statement or omission or alleged omission
 based upon  information furnished  in  writing to  Buyer  by Seller  or  any
 underwriter expressly for use therein.

                     14.7.2.    In  connection   with  any  registration   or
 qualification of  securities  under  this Section,  the  Seller,  agrees  to
 indemnify Buyer and each officer, director  and controlling person of  Buyer
 against all losses, claims, damages, liabilities and expenses (including the
 costs of reasonable investigation) caused by any untrue, or alleged  untrue,
 statement of  a  material  fact contained  in  any  registration  statement,
 preliminary prospectus, prospectus or notification or offering circular  (as
 amended or supplemented if the Seller  shall have furnished information  for
 any amendments or supplements thereto) or caused by any omission, or alleged
 omission, to state therein a material fact required to be stated therein  or
 necessary to make  the statements therein  not misleading, but  only to  the
 extent such losses, claims, damages, liabilities  or expenses are caused  by
 any untrue  statement or  alleged untrue  statement or  omission or  alleged
 omission based upon information furnished in writing to Buyer by the  Seller
 expressly for use therein.

                     14.7.3.     Any  person   entitled  to   indemnification
 hereunder will (i) give reasonably prompt written notice to the indemnifying
 party of  any claim  with  respect to  which  it seeks  indemnification  and
 (ii) unless in such  indemnified party's reasonable  judgment a conflict  of
 interest between such  indemnified and indemnifying  parties may exist  with
 respect to such claim, permit such indemnifying party to assume the  defense
 of such claim with counsel reasonably satisfactory to the indemnified party.
 If such defense is assumed,  the  indemnifying party will not be subject  to
 any liability for any settlement made  by the indemnified party without  its
 consent  (but  such  consent  will  not  be  unreasonably  withheld).     An
 indemnifying party who  is not  entitled to, or  elects not  to, assume  the
 defense of a claim  will not be obligated  to pay the  fees and expenses  of
 more than one counsel for all parties indemnified by such indemnifying party
 with respect  to  such claim,  unless  in  the reasonable  judgment  of  any
 indemnified party a conflict of interest may exist between such  indemnified
 party and any other of such indemnified parties with respect to such claim.

                     14.7.4.   The indemnification  provided for  under  this
 Section will remain in full force and effect regardless of any investigation
 made by or on behalf  of the indemnified party  or any officer, director  or
 controlling person of such indemnified party  and will survive the  transfer
 of Piggy-Back Shares.
<PAGE>

                     14.7.5.  The parties agree  to make such provisions,  as
 are reasonably requested by any indemnified party, for contribution to  such
 party in the  event indemnification  is unavailable  for any  reason.   Such
 right to  contribution shall  be in  such proportion  as is  appropriate  to
 reflect the relative fault of and benefits to Buyer on the one hand and  the
 Seller on the other,  in connection with the  statements or omissions  which
 resulted in such losses, claims, damages,  liabilities or expenses, as  well
 as any other relevant  equitable considerations.   The relative benefits  to
 the indemnifying  party  and  indemnified parties  shall  be  determined  by
 reference to,  among  other  things, the  total  proceeds  received  by  the
 indemnifying party and indemnified parties  in connection with the  offering
 to which such losses, claims, damages, liabilities or expenses relate.   The
 relative fault of the  indemnifying party and  indemnified parties shall  be
 determined by  reference  to, among  other  things, whether  the  action  in
 question, including any  untrue or alleged  untrue statement  of a  material
 fact or omission or alleged omission or state a material fact, has been made
 by, or relates to  information supplied by, such  indemnifying party or  the
 indemnified parties, and the parties' relative intent, knowledge, access  to
 information and opportunity to correct or prevent such action.  The  parties
 hereto agree that it would not be just or equitable if contribution pursuant
 hereto were determined  by pro  rata allocation or  by any  other method  of
 allocation which  does  not take  account  of the  equitable  considerations
 referred to  in this  Section.   No person  found guilty  of any  fraudulent
 misrepresentation (within the  meaning of  Section 11(f)  of the  Securities
 Act) shall be  entitled to contribution  from any person  who was not  found
 guilty of such fraudulent misrepresentation.

      15.  Notice.  All  notices required or  permitted under this  Agreement
 shall be in writing and shall be either (i) personally delivered with signed
 receipt, (ii) sent by first class certified mail, return receipt  requested,
 postage prepaid, or (iii) sent by a nationally-recognized overnight  courier
 and addressed:

           if to Landlord:   Advanced Medical Management, Inc
                             8019 Corporate Drive
                             Suite B
                             Baltimore, Maryland 21236
                             ATTN: Stanford D. Hess

           with a copy to:   Robert M. Ercole, Esquire
                             c/o Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.
                             One South Street, 27th Floor
                             Baltimore, Maryland 21202

           if to Tenant:     Tessa Complete Health Care, Inc.
                             Attn: Robert V. Flippin
                             138 Escondido Avenue
                             Suite 207
                             Vista, California  92084

           with a copy to:   Jennifer Quayle, Esquire
                             Tessa Complete Health Care, Inc.
                             138 Escondido Avenue
                             Suite 207
                             Vista, California  92084
<PAGE>


           IN WITNESS WHEREOF, the undersigned have caused these presents  to
 be executed under seal on the day and year first above written.

 WITNESS:                           SELLER:

                                    ADVANCED MEDICAL MANAGEMENT, INC.
                                    _____________________________________

                                    By:__/s/________________________(SEAL)



                                    BUYER:

                                    TESSA COMPLETE HEALTH CARE, INC.
                                    _____________________________________

                                    By:__/s/Robert Flippin_____________(SEAL)


<PAGE>

                                  EXHIBIT A
                                      TO
                      MEMBER INTEREST PURCHASE AGREEMENT


                         Allocation of Purchase Price
                         ----------------------------

 1.   Furniture and Fixtures                            $114,141

 2.   Supplies                                             1,400

 3.   Accounts Receivables                               212,539

 4.   Reimbursement for Three Months Rent                 24,715
                                                         -------
           Total                                        $352,795
                                                         =======


 Purchase Price:  940,787 Tessa shares x $.375 (closing price on Effective
 Date) = $352,795.12

<PAGE>


                                  EXHIBIT B
                                      TO
                      MEMBER INTEREST PURCHASE AGREEMENT


                        Assignment of Member Interest


<PAGE>

                                  EXHIBIT C
                                      TO
                      MEMBER INTEREST PURCHASE AGREEMENT


                          List of Assets of Company


<PAGE>

                                  EXHIBIT D
                                      TO
                      MEMBER INTEREST PURCHASE AGREEMENT


                               Business License


<PAGE>

                                  EXHIBIT E
                                      TO
                      MEMBER INTEREST PURCHASE AGREEMENT


                                   Sublease