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                                                                   EXHIBIT 10.24

                       RENAISSANCE PHYSICIAN ORGANIZATION

                        FULL SERVICE MANAGEMENT AGREEMENT
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                                TABLE OF CONTENTS
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                        FULL-SERVICE MANAGEMENT AGREEMENT
                         FINAL VERSION APPROVED BY BOARD

     This Full Service Management Agreement is made and entered into as of this
16th day of April, 2001, effective as of the 1 day of February 2001, by and
between GulfQuest, LLC a Texas limited liability company ("Manager"), and
Renaissance Physician Organization, a Texas non-profit corporation
("Renaissance").

                                   WITNESETH:

     WHEREAS, Renaissance is a duly organized and validly existing Texas
nonprofit corporation that is engaged in the business of arranging medical
services through independent contractor relationships with physicians who are
members of Independent Physician Associations (IPAs). Each of which IPAs shall
be Members of Renaissance and contract with it for management services;

     WHEREAS, Manager is a duly organized and validly existing Texas limited
liability company that provides management and administrative services to
physician networks, IPAs; and other professional health care entities and
individuals;

     WHEREAS, Renaissance and Manager mutually desire an arrangement that
facilitates the management and administration of the business operations of
Renaissance;

     WHEREAS, Renaissance desires to engage Manager to provide such management
and administrative services as are necessary and appropriate for the
administration of Renaissance's business, including the management of risks that
Renaissance has undertaken with third party payors and the negotiation,
monitoring and the quality assurance of contracts with third party payors, all
upon the terms and conditions set forth in this Agreement.

     WHEREAS, Manager desires to provide Renaissance with such management and
administrative services, all upon the terms and conditions set forth in this
Agreement.

     NOW THEREFORE, for and in consideration of the mutual terms, covenants and
conditions established in this Agreement, the adequacy of which is now and
forever acknowledged, the parties mutually agree as follows.

                             ARTICLE I. DEFINITIONS

     For the purposes of this Agreement, the following terms shall have the
meanings ascribed thereto in this section or above, unless otherwise clearly
required by the context in which the term is used.

1.1  Agreement. The term "Agreement" shall mean this Full-Service Management
     Agreement by and between Manager and Renaissance and any amendments as may
     be adopted as provided in this Agreement.
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1.2  IPA. . IPA shall mean an Independent Physician Association, organized as a
     Texas business entity, which is a Class A Member of Renaissance and
     contracts with Renaissance for management services.

1.3  Renaissance Account. The term "Renaissance Account" shall mean the bank
     account of Renaissance as described in Section 3.7 hereof.

1.4  Renaissance Expense or Renaissance's Expense. The term "Renaissance
     Expense" or "Renaissance's Expense" shall mean an expense or cost incurred
     by Manager or Renaissance and for which Renaissance is financially liable,
     regardless of whether the transfer of Renaissance's funds to satisfy
     Renaissance's financial liability is performed by Renaissance or by Manager
     on Renaissance's behalf.

1.5  Management Fee. The term "Management Fee" shall mean Manager's compensation
     for nomnedical management and administrative services established as
     described in Article V.

1.6  Manager Expense or Manager's Expense. The term "Manager Expense" or
     "Manager's Expense" shall mean an expense or cost incurred by Manager in
     the course of fulfilling the terms of this Agreement, but which is not a
     Renaissance Expense and will not be paid by Renaissance. Fees, expenses and
     costs incurred by Manager for professional services or for any
     accreditation reports survey or similar regulatory item required by any
     governmental or quasi-governmental body by Manager shall not be included
     within the term "Manager's Expense" or "Manager Expense" but shall be a
     Renaissance Expense.

1.7  Medical Services. The term "Medical Services" shall mean general medical,
     specialty and other health care services provided by Physicians and other
     professional personnel, pursuant to contracts between Renaissance and third
     party payors, including, without limitation, employees and independent
     contractors.

1.8  Physician or Physicians. The term "Physician" or "Physicians" shall mean
     the individual licensed professionals, individually or collectively, with
     whom Renaissance has provider agreements and which are at all times
     participating physicians with a Member IPA.

1.9  State. The term "State" shall mean the State of Texas

1.10 Term. The term "Term" shall mean the initial and any renewal periods of
     duration of this Agreement as described in Section 6.1.

                ARTICLE II. APPOINTMENT AND AUTHORITY OF MANAGER.

2.1  Appointment. Renaissance appoints Manager as its sole and exclusive agent,
     for capitated risk management business only, for the management and
     administration of the business functions and affairs of Renaissance and
     Manager accepts such appointment, subject at all times to the provisions of
     this Agreement


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2.2  Authority. Consistent with the provisions of this Agreement, Manager shall
     have the responsibility and commensurate authority to provide, to the
     extent not provided by Renaissance under this Agreement, management and
     administrative services for Renaissance, including, without limitation, the
     management of risks that Renaissance has undertaken with third party payors
     and the negotiation, monitoring and the quality assurance of contracts with
     third party payors. In connection with provision of such services, Manager
     shall provide support services, personnel, administration, financial
     services, data processing, debt collection, general accounting services and
     other business office services. Manager is expressly authorized to provide
     such services in any reasonable manner Manager deems appropriate to meet
     the day-to-day requirements of the business functions of Renaissance. To
     the extent practicable, Manager, at its discretion, may perform such
     business office services for Renaissance at locations of Manager's
     choosing; however, Manager's primary place of business shall at all times
     be located in Houston, TX. The parties acknowledge and agree that the
     Physicians, and not Manager, shall be responsible and liable for and shall
     have complete authority, supervision, and control over the provision of all
     Medical Services performed for patients and that all diagnoses, treatments
     and procedures related to Medical Services shall be provided and performed
     under the supervision of Physicians as such professionals, in their sole
     discretion, deem appropriate.

            ARTICLE III. COVENANTS AND RESPONSIBILITIES OF MANAGER.

3.1  Management and Administration. During the Term of this Agreement, Manager
     shall provide all management and administrative services as are necessary
     and appropriate for the administration of Renaissance's operations as
     described in Section 2.2, this Article III and elsewhere in this Agreement
     in a good and appropriate manner and in accordance with all applicable
     industry standards, the law and all rules, regulations and guidelines of
     applicable governmental agencies.

3.2  Quality Assurance, Risk Management and Utilization Review. Manager shall
     assist Renaissance to establish and monitor procedures to promote the
     consistency, quality, appropriateness and medical necessity of Medical
     Services provided by Physicians pursuant to or in connection with third
     party payor agreements. Manager shall provide administrative support for
     such procedures and, in connection with third party payor agreements, shall
     monitor participation in Renaissance's quality assurance, risk management
     and utilization review programs. Manager shall provide regular reports to
     Renaissance regarding such activities.

3.3  Licenses and Permits. Manager shall, at Renaissance's Expense and on behalf
     of and in the name of Renaissance, coordinate all development and planning
     processes, and apply for and use Manager's best effort to obtain and
     maintain all federal, state, and local licenses and regulatory permits,
     third-party payor agreements and identification numbers required for or in
     connection with the operation of Renaissance.


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3.4  Manager Personnel.

     3.4.1 Management Personnel. Manager shall employ or otherwise retain, at
          Manager's Expense, and shall be responsible for selecting, training,
          supervising and terminating all personnel as Manager deems reasonably
          necessary and appropriate for performance of its duties and
          obligations under this Agreement. Manager shall have sole
          responsibility for determining the salaries and benefits of all such
          management and administrative personnel, for paying such salaries and
          providing such benefits, and for withholding, as required by law, any
          sums for income tax, unemployment insurance, social security, or any
          other withholding required by applicable law or governmental
          requirement.

     3.4.2 .Non-exclusivity. Manager and the nonmedical management and
          administrative personnel provided to Renaissance by Manager pursuant
          to this Agreement shall not have an obligation to provide services to
          Renaissance exclusively. This Agreement shall not prevent Manager from
          performing such services for others or restrict Manager from so using
          Manager's personnel provided pursuant to this Agreement. However, if
          Manager seeks to provide services to any competitive organization,
          either network or IPA within the service area of Renaissance and/or
          its Member IPAs, then Manager must obtain consent of Renaissance and
          any affected Member IPA,. Manager shall use reasonable efforts,
          consistent with sound business practices, to honor the specific
          requests of Renaissance with regard to the assignment of Manager's
          personnel; provided, however, that Manager reserves the sole right to
          determine the assignment of its personnel In the assignment of
          administrators and provider representatives, each IPA shall have the
          right to refuse or to request replacement of such individuals. At all
          times, each IPA shall have a designated administrator and provider
          representative.

     3.4.3 Equal Employment Opportunity. Without limitation of any provision of
          this Agreement, Manager expressly agrees to abide by any and all
          applicable federal and/or state equal employment opportunity statutes,
          rules and regulations, including without limitation, Title VII of the
          Civil Rights Act of 1964, the Equal Employment Opportunity Act of
          1972, the Age Discrimination in Employment Act of 1967, the Equal Pay
          Act of 1963, the National Labor Relations Act, the Fair Labor
          Standards Act, the Rehabilitation Act of 1973, and the Occupational
          Safety and Health Act of 1970, all as may be modified or amended.

     3.4.4 Labor Reports. Manager shall appropriately prepare, maintain, and
          file all requisite reports and statements regarding income tax
          withholdings, unemployment insurance, social security, workers'
          compensation, equal employment opportunity, or other reports and
          statements required with respect to personnel provided by Manager
          under this Agreement.

3.5  Consultants. Manager shall render such business and financial management,
     consultation, and advice as may reasonably be requested by Renaissance in
     connection with the business operations of Renaissance. In addition,
     Manager shall, at Renaissance's request and at Renaissance's Expense,
     provide consultation and advice as reasonably necessary,


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     by retaining specialists in such areas as accounting, auditing, budgeting,
     physician practice management, finance, government programs, insurance,
     management development, medical records, nursing, physician recruitment,
     quality assurance, systems and procedures, and third party reimbursement.

3.6  Managed Care. Manager shall advise Renaissance with respect to and
     negotiate on Renaissance's behalf and subject to Renaissance's approval,
     all contractual arrangements with third party payors as are reasonably
     necessary and appropriate for the conduct of Renaissance's business.

     3.6.1 Contract Negotiations. Manager shall advise Renaissance with respect
          to and negotiate on Renaissance's behalf and subject to Renaissance's
          approval, all contractual arrangements with third party payors as are
          reasonably necessary and appropriate for the conduct of Renaissance's
          business.

     3.6.2 Eligibility Tracking. Manager will establish and maintain a system of
          eligibility tracking, which will be the basis for payment of
          capitation amounts.

     3.6.3 Customer Service. Manager will train its employees in customer
          service, and will handle complaints or service requests in a
          professional manner.

     3.6.4 Claims processing/collection. Manager shall process all claims in a
          prompt manner in compliance with applicable payor requirements and
          state and federal law and regulations.

3.7  Administration of Funds. Manager shall have access to the Renaissance
     Account, which shall be established and maintained at a bank selected by
     Manager and approved by Renaissance. In connection with the administration
     of funds under this Section and throughout the Term, Renaissance grants
     Manager a special power of attorney and appoints Manager as Renaissance's
     true and lawful agent and attorney-in-fact, and Manager accepts such
     special power of attorney and appointment, to deposit appropriate funds
     into the Renaissance Account and to make withdrawals from the Renaissance
     Account for payments specified in this Agreement and as requested by
     Renaissance. Manager shall be obligated to deposit any monies or other
     assets it receives for any reason on behalf of Renaissance in the
     Renaissance Account. Notwithstanding the special power of attorney granted
     to Manager hereunder Renaissance may continue to draw checks on the
     Renaissance Account. Upon request of Manager or the financial institution
     wherein the Renaissance Account is maintained, such additional documents or
     instruments as may be necessary to evidence or effect the special power of
     attorney granted to Manager by Renaissance.

3.8  Fiscal Matters.

     3.8.1 Annual Budget. Annually and at least sixty (60) days prior to the
          commencement of each fiscal year of Renaissance, which shall be the
          calendar year, Manager shall prepare and deliver to Renaissance an
          operational budget for such fiscal year ("Budget"), setting forth an
          estimate of Renaissance's revenues and expenses. Such Annual Budget
          shall be effective upon approval by the Board of


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          Renaissance, and the budget shall be revised and resubmitted until
          approval is granted.

     3.8.2 Accounting and Financial Records. Manager shall establish and
          administer accounting procedures, controls, and systems for the
          development, preparation and safekeeping of records and books of
          account relating to the business and financial affairs of Renaissance,
          all of which shall be prepared and maintained in accordance with sound
          business practices. Manager shall supervise the preparation of and
          deliver to Renaissance, as soon as practicable after the end of each
          fiscal year but in no account longer than 90 days, a balance sheet and
          a profit and loss statement reflecting the financial status of
          Renaissance as of the end of such prior fiscal year, all of which
          shall be prepared in accordance with sound business practices.
          Additionally, Manager shall prepare and deliver to Renaissance, within
          30 days after the end of the month, monthly financial statements of
          Renaissance for the immediately preceding month.

     3.8.3 Access. Renaissance shall have the right at all times during normal
          business hours to audit, examine, and make copies of books of account
          maintained by Manager on Renaissance's behalf.

     3.8.4 Audit. At the request of Renaissance, Manager will arrange for and
          cooperate in conduct of an independent audit or other financial review
          of Renaissance financials, at Renaissance expense. Renaissance and all
          Member IPAs will select one accounting firm for all such audits,
          whether of Renaissance or individual IPAs.

3.9  Tax Returns and Taxation Matters. Manager shall arrange for the preparation
     of all appropriate tax returns and reports, by a mutually agreeable third
     party, required of Renaissance, at Renaissance Expense. As requested by
     Renaissance, Manager shall, on behalf of Renaissance and at Renaissance's
     Expense, protest and/or file applications regarding regulations, orders and
     determinations that are issued by any governmental taxing authority and
     that affect or are issued to Renaissance.

3.10 Reports and Records. Manager shall timely create, prepare and file reports
     and records as are reasonably necessary and appropriate in connection with
     the provision of Manager's services as are reasonably requested by
     Renaissance.

3.11 Legal Actions. As reasonably requested by Renaissance, Manager shall, at
     Renaissance's Expense, advise and engage assistance on behalf of
     Renaissance in instituting or defending, in the name and on behalf of
     Renaissance, all legal actions or proceedings by or against third parties
     arising out of Renaissance's business.

3.12 Physician Recruitment and Credentialing. Upon Renaissance's reasonable
     request, Manager shall perform administrative services reasonably necessary
     and appropriate to assist IPAs to recruit potential Physicians to contract
     with Renaissance and to affiliate, if approved by Member, with a Member
     IPA, and shall provide Renaissance with model agreements to document
     Renaissance's service arrangement with such Physicians. It will


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     be and remain the responsibility of Renaissance to interview, select,
     contract with, supervise, compensate, control and terminate all Physicians
     performing Medical Services or other professional services. Manager shall
     have no authority whatsoever with respect to such activities, except as
     requested by Renaissance. As requested, Manager shall assist in the
     interview, selection, and negotiation with such potential Physicians.
     Manager shall assist Renaissance to establish a system to credential all
     providers for Renaissance, in accordance with the requirements of third
     party payors and in compliance with NCQIA Standards, and vshall be
     responsible to carry out such procedures on behalf of Renaissance,
     reporting regularly to the Renaissance Board on the status of any
     credentialing issue.

3.13 Confidentiality. Manager shall keep confidential and shall cause its
     personnel to keep confidential any financial, statistical, personal,
     personnel, or patient information obtained or encountered relating to
     Renaissance and or any Member IPA except as otherwise required bylaw.

3.14 Manager's Insurance. Throughout the Term, Manager shall, at Manager's
     Expense, obtain and maintain with commercial carriers, self-insurance or
     some combination of these appropriate workers' compensation coverage for
     Manager's employed personnel provided pursuant to this Agreement, and
     casualty and comprehensive general liability insurance, including an
     employee dishonesty policy, covering Manager, Manager's personnel and all
     of Manager's equipment in such amounts, on such basis and upon such terms
     and conditions as Manager deems appropriate. Such amounts shall be, at a
     minimum, maintained at the following levels: $500,000 - Workers
     Compensation and Employers Liability; $1,000,000/$2,000,000 - General
     Liability; $725,000 - Property and Casualty; $1,000,000 - Employee
     Dishonesty.

3.15 Reinsurance. Manager shall, at Renaissance's request, negotiate and obtain
     reinsurance for Renaissance. The cost of such reinsurance shall be a
     Renaissance Expense.

3.16 Development of Renaissance and its Member IPAs.

     3.16.1 Organization. Manager shall be responsible to retain counsel and
          other advisors as necessary to develop the structure of Renaissance
          and its Members to meet all regulatory and professional requirements.

     3.16.2 Contracts. Manager shall develop contracts with managed care payors
          that may include contractual arrangements for nonMember IPAs but that
          will be transferred to Renaissance, its Member IPAs and its
          contracting physicians upon completion of this development phase of
          the organization

3.17 Performance Standards. . Manager shall meet or exceed the performance
     standards as defined in Exhibit 3.17 to this Agreement, or management fees
     shall be reduced by specified amounts as defined in Exhibit 3.17 for any
     period during which these standards are not met. Exhibit 3.17 shall define
     both the standards and the requirements for Manager and Renaissance to
     address failure to meet performance standards.


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3.18 Assistance to Renaissance.. Manager shall provide services to enable
     Renaissance to satisfy the representations and responsibilities set out in
     Article IV and shall assist Renaissance in satisfying its obligations to
     Member IPAs.

   ARTICLE IV. REPRESENTATIONS, COVENANTS AND RESPONSIBILITIES OF RENAISSANCE.

4.1  Organization and Operation. Renaissance shall at all times during the Term
     be and remain legally organized and authorized to conduct its business in a
     manner consistent with all applicable State and federal laws.

4.2  Medical Services. Throughout the Term of the Agreement, Renaissance shall
     arrange for, through its contracting Physicians, Medical Services necessary
     to meet patient service requirements. In providing such Medical Services,
     notwithstanding any provisions herein to the contrary, the Physicians shall
     exercise independent medical judgment and shall have full authority over
     all Medical Services and all clinical decisions pertaining to the delivery
     of Medical Services. Administrative policies and management shall be
     consistent with the delivery of Medical Services in accordance with
     accepted standards of care.

4.3  Quality Assurance, Risk Management, and Utilization Review. Renaissance
     shall adopt and monitor the implementation of quality assurance, risk
     management, and utilization review programs designed to monitor and
     evaluate the quality of Medical Services provided by Physicians and to
     evaluate the professional skills of potential Physicians (including,
     without limitation, determining whether each Physician may provide Medical
     Services and the scope and conditions of such privileges) prior to
     permitting such persons to provide services. As requested of Renaissance,
     Manager shall provide administrative assistance to Renaissance in
     performing its quality assurance, risk management, and utilization review.

4.4  Renaissance Physicians. Renaissance will establish and maintain standards
     for Contracting Physicians and will terminate the contract of any Physician
     who at any time does not meet such standards or who ceases to be a member
     or affiliate of a Member IPA.

4.5  Access. At all times during the Term, Renaissance shall permit Manager to
     have access to all Renaissance's books, records, and reports, contracts,
     agreements, licenses, survey, accreditations and any and all other
     information reasonably requested by Manager to perform its duties under
     this Agreement.

4.6  Renaissance's Insurance. Throughout the Term, Renaissance shall, at
     Renaissance's Expense, obtain and maintain with commercial carriers,
     self-insurance or some combination of these appropriate workers'
     compensation coverage for Renaissance's employed personnel, if any,
     provided pursuant to this Agreement, and casualty and comprehensive general
     liability insurance covering Renaissance, Renaissance's personnel and all
     of Renaissance's equipment in such amounts, on such basis and upon such
     terms and conditions as the Renaissance Board deems appropriate.


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4.7  Reserves. . To the extent that reserves are required by payors or
     government regulations, it shall be the responsibility of Renaissance to
     obtain and maintain such reserves.


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                       ARTICLE V. FINANCIAL ARRANGEMENTS..

5.1  Fees. .

     5.1.1 HMO Risk Contracts.

          5.1.1.1 Management Fees. Renaissance agrees to pay to Manager a
               monthly management fee on the 10th day of each month in the
               amount of (a) 4.75% of sum of the payments made by the Health
               Care Financing Administration ("HCFA") to HMOs that have
               contracts with Renaissance in accordance with HCFA's Medicare
               Risk Program and the member premiums (if any) and (b) $5.00 per
               member per month for commercial HMO enrollment. Such commercial
               fees shall be adjusted at a commensurate amount annually
               beginning in 2002 for CPI not to exceed the increase in the
               commercial premium cap rate Renaissance receives from payors.

          5.1.1.2 Surplus Distribution. Any Surplus will be distributed at times
               determined by the Renaissance Board as follows: Seventy-five
               percent (75%) to Renaissance and Twenty-five percent (25%) to the
               Manager. For purposes of this Section 5.1, Surplus means Gross
               Revenues less expenses Gross Revenues means the net payments made
               from the HMO or other payors to Renaissance in accordance with
               the contract between such parties for professional, institutional
               and pharmaceutical revenues. Gross Revenue would include payments
               for services for eligible members covered under the HCFA Medicare
               Risk Program; for covered commercial HMO members; other covered
               members under contract with Renaissance; and, payments to
               Renaissance in accordance with other performance or incentive
               provisions specified in such contracts. Expenses means all
               Renaissance expenses, including without limitation: (i) capitated
               and fee-for-service payments to contracted provider members of
               Renaissance for the provision of authorized medical care; (ii)
               capitated and fee-for-service payments to providers who are not
               contractual providers of Renaissance for the provision of
               authorized medical care; (iii) costs of meetings and stipends
               payable to Renaissance Class A Board Members; and (iv) other
               miscellaneous expenses including but not limited to reinsurance,
               reimbursable travel and out-of-pocket expenses, supplies,
               accounting services, legal fees, supply costs and Medical
               Director reimbursement and (v) any fees or expenses or other
               payments made by Renaissance to Manager pursuant to the terms
               hereof, including the fees paid pursuant to Section 5.

     5.1.2 Other Products. If Renaissance enters into other product lines,
          appropriate fees for Manager's services will be negotiated.


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5.2  Expenses. Manager shall pay the expenses and disbursements in connection
     with provision of its services hereunder except as otherwise set forth in
     this Agreement, including, but not limited to Sections 1.5,3.10 AND 3.12.
     Manager shall be responsible to pay penalties imposed by health plans if
     such penalties are directly related to operation of Renaissance as
     conducted by Manager, but Manager shall not pay a penalty for any bonus or
     supplemental payment not received by Renaissance.

5.3  Development Fee Arrangement. . On behalf of Renaissance, Manager shall
     collect the Renaissance Development Fee from each Member IPA. Such fee
     shall generally be $50,000 per Member IPA; however, a higher development
     fee may be assessed and collected when the Member IPA has multiple hospital
     affiliations with multiple specialty networks. Manager shall negotiate
     payment of the Fee on such terms as provide adequate cash flow for the
     costs of organization and operation of Renaissance and its Member IPAs.
     Manager shall use such funds for development activities, providing a
     monthly accounting to the Renaissance Board for such expenditures, or may
     be applied to a reserve account maintained by Renaissance if not required
     for such development activities. Upon the completion of the development of
     Renaissance, any remaining funds shall be returned to Renaissance, which
     shall maintain such funds in a reserve account to provide for future
     reserve requirements and to establish and maintain its creditworthiness.

                        ARTICLE VI. TERM AND TERMINATION.

6.1  Initial and Renewal Term. The term of this Agreement will be for an initial
     period of three (3) year(s) after the effective date of this Agreement, and
     shall be automatically renewed for successive three (3) year periods
     thereafter unless either party gives 180 days advance written notice of
     cancellation, subject to the remainder of this Article VI. So long as
     performance standards are met, the financial terms of this Agreement will
     not be modified or subject to negotiation in subsequent contractual
     periods.

6.2  Termination.

     6.2.1 Termination by Agreement. In the event Renaissance and Manager shall
          mutually agree in writing, this Agreement may be terminated on the
          date specified in such written agreement.

     6.2.2 Termination for Specific Events. Either party may terminate this
          Agreement upon the dissolution of the other or, after January 1, 2002,
          upon Renaissance's failure, during any twelve-month period, to
          maintain the primary care relationship with either 5,000 HCFA
          enrollees or at least 10,000 commercial HMO members. In such case,
          Manager will provide written notice of such termination event,
          equivalent to notice provided by payors, to Renaissance. A transition
          plan will be developed jointly by Renaissance and Manager to handle
          the wind-up of this Agreement.


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     6.2.3 Termination for Change in Control. In the event that Manager is
          subject to a Change of Control (as hereinafter defined), Manager shall
          provide written notice (the "Transfer Notice") to Renaissance of such
          pending Change of Control as early as practicable, but in any event no
          less than thirty (30) days prior to the effectiveness of such Change
          of Control. Upon receipt of the Transfer Notice, Renaissance may elect
          to terminate this Agreement effective one hundred and eighty (180)
          days after the date of the Transfer Notice, by giving Manager written
          notice of such election within thirty (30) days after the receipt by
          Renaissance of the Transfer Notice from Manager. If Renaissance does
          not provide such notice of its election within such thirty (30) day
          period, Renaissance shall be deemed to have waived its right to
          terminate this Agreement pursuant to this Section 6.2.3. If Manager
          does not provide the Transfer Notice to Renaissance as required
          hereunder, in addition to any other rights and remedies that
          Renaissance may have at law or in equity, Renaissance shall have the
          right to terminate this Agreement any time after it receives actual
          knowledge thereof by providing written notice of such termination to
          Manager, with any such termination to take effect at the time stated
          by Renaissance in its notice. As used herein, a "Change of Control"
          shall mean the occurrence of either or both (i) the acquisition,
          whether by operation of law or otherwise and whether by one or more
          transactions, including, without limitation, by sale, transfer or
          exchange of stock, membership interests or other equity interest,
          merger, consolidation, reorganization or conversion, or by voting
          agreement or other agreement, directly or indirectly, of the power to
          direct or cause the direction of the management and policies of
          manager, including, without limitation, the direct or indirect
          acquisition of fifty percent (50%) or more of the equity interest of
          Manager, and (ii) the sale, transfer, pledge or exchange, directly or
          indirectly, of any of the ownership interest of Herb Fritch in
          Manager, including, without limitation, any agreement by which any
          person or entity other than Herb Fritch directly or indirectly
          acquires the right to control any of the voting or other rights
          associated with the ownership interest of Herb Fritch in Manager.

     6.2.4 Termination on Notice for Default. If either party defaults in the
          performance of any obligation under this Agreement, the other party
          shall provide written notice detailing such default. The defaulting
          party shall have thirty (30) days, or ten (10) days in the event of
          nonpayment of fees under Article V, following the giving of written
          notice of such default by the other party, to cure the default. At the
          conclusion of the cure period, the party giving such notice shall have
          the right to immediately terminate this Agreement, without limiting
          any other rights or remedies that would otherwise be available.

     6.2.5 Termination for Insolvency. If either Party becomes insolvent, or if
          any petition under bankruptcy or insolvency or for a reorganization or
          arrangement or other relief from creditors shall be filed by or
          against either Party, or if either Party shall make an assignment of
          all or substantially all of its assets for the benefit of its
          creditors or if a receiver, trustee, or similar officer or creditor's
          committee shall be appointed to take charge of any property of or to
          operate or wind up the affairs


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          of either Party, then the other Party may by written notice
          immediately terminate this Agreement.

     6.2.6 Termination for Non-Performance. In the event that Manager does not
          meet Performance Standards, as defined in Exhibit 3.17, the corrective
          action plan and associated fee reductions shall take place, leading to
          possible termination by Renaissance at the end of the period, all as
          defined specifically in Exhibit 3.17.

     6.2.7 Termination for Change in Statute or Regulation. If there shall be a
          change in the Medicare or Medicaid Statutes, case laws, regulations or
          general instructions, the adoption of new legislation or a change in a
          third party reimbursement system, any of which materially and
          adversely affects the manner in which either party may perform or be
          compensated for its services under this Agreement, or Renaissance's
          ability to obtain reimbursement from Medicare or Medicaid or any other
          third party payor (a "Change Event"), the parties agree to negotiate
          in good faith to modify the terms of this Agreement to comply with the
          Change Event to approximate as closely as possible the economic
          position of the parties prior to the Change Event. If the parties
          cannot reach an agreement on such modification within thirty (30) days
          of the Change Event, either party may terminate this Agreement by
          written notice to the other party effective as of any future date
          specified in such notice, or such sooner date as may be required by
          the Change Event. Nothing in this Agreement shall be interpreted to
          require either party at any time to do anything that is illegal or
          contrary to statute.

6.3  Effects of Termination.

     6.3.1 General. Upon termination of this Agreement, neither party shall have
          any further obligations, except for (i) obligations accruing prior to
          the effective date of termination and (ii) obligations under Section
          4.6 and Article VII, and (iii) obligations, promises or covenants that
          are expressly made to extend beyond the Term, which provisions shall
          survive the expiration or termination of this Agreement.

     6.3.2 Transitional Processes. Wherever possible, the parties shall develop
          a formal plan for winding up of the relationship, return of documents,
          and general resolution of outstanding issues. A pay-out services
          agreement will be entered into between Manager and Renaissance, for an
          orderly transition and winding up. Under any termination condition,
          the parties shall prepare a financial accounting, one to the other,
          and shall negotiate a settlement, subject as necessary to true-up,
          that shall permit both parties to conduct business or winding up of
          business in an effective and fair manner.

     6.3.3 Records. Upon the termination of this Agreement for any reason or
          cause whatsoever, each party shall return to the other party all books
          and records pertaining to such party's business, except as otherwise
          provided in this Agreement. In the event of a dispute or third party
          inquiry, each party shall have the right to review and copy any and
          all of the other party's books and records


                                       13
<PAGE>
          related to this Agreement unless otherwise restricted by law. In
          addition, each party has been privy to confidential business
          information about the other, and shall maintain such information as
          confidential, returning any materials of whatever nature that may
          pertain to such confidential business matters to the other.

6.4  Actions Following Termination. Following any notice of termination of this
     Agreement, the parties will fully cooperate in any and all matters relating
     to the winding up of Manager's activities. Notwithstanding this or any
     other provision, neither party relinquishes or waives any rights to any
     other remedies for breach of this Agreement by the other party.

                          ARTICLE VII. INDEMNIFICATION.

7.1  Indemnification by Manager. . Manager hereby releases and shall indemnify,
     defend and hold harmless Renaissance and its owners, affiliates, partners
     and contractors of any tier (other than Manager and its subcontractors),
     and each of their owners, members, managers, directors, officers,
     employees, contractors, representatives and agents, and each of their
     successors and assigns, from and against any and all claims, causes of
     action, proceedings, actions, liabilities, obligations, damages, fines,
     penalties, costs and expenses, including, without limitation, reasonable
     attorneys' fees and costs of investigation and defense (collectively,
     "Claims"), arising from or based on, directly or indirectly, in whole or in
     part (i) Manager's breach of any representation, warranty or covenant under
     this Agreement, including, without limitation, breach by any employee,
     consultant, contractor or other representative of Manager of any of the
     duties or obligations of Manager under this Agreement, or (ii) the illness,
     psychological or emotional injury, physical injury or death of any
     employee, contractor, consultant or other representative or other person
     provided by Manager pursuant to this Agreement.

7.2  Indemnification by Renaissance. Renaissance hereby releases and shall
     indemnify, defend and hold harmless Manager and its owners, affiliates,
     partners and subcontractors, and each of their owners, members, managers,
     directors, officers, employees, contractors, representatives and agents,
     and each of their successors and assigns, from and against any and all
     Claims, arising from or based on, directly or indirectly, in whole or in
     part, Renaissance's breach of any representation, warranty or covenant
     under this Agreement.

7.3  INDEMNITY NOTWITHSTANDING FAULT. THE OBLIGATIONS AND LIABILITIES ASSUMED BY
     RENAISSANCE AND MANAGER, RESPECTIVELY, UNDER THIS ARTICLE VII SHALL BE
     WITHOUT MONETARY LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF,
     INCLUDING, BUT NOT LIMITED TO, THE SOLE, JOINT OR CONCURRENT NEGLIGENCE,
     STRICT LIABILITY, FAULT OR RESPONSIBILITY OF THE RELEASED AND INDEMNIFIED
     PARTY.


                                       14
<PAGE>
                          ARTICLE VIII. MISCELLANEOUS.

8.1  Independent Relationship. It is mutually understood and agreed that
     Renaissance and Manager, in performing their respective duties and
     obligations under this Agreement, are at all times acting and performing as
     independent contractors with respect to each other, and nothing in this
     Agreement is intended and nothing shall be construed to create an
     employer/employee, partnership or joint venture relationship, or to allow
     Manager to exercise control or direction over the manner or method by which
     the Physicians perform Medical Services or other professional health care
     services. Manager shall be the agent of Renaissance solely to perform
     Manager's obligations set forth in this Agreement that are related to the
     management of Renaissance's business and not with respect to provision of
     Medical Services.

8.2  Sales and Use Tax. Manager and Renaissance acknowledge and agree that
     certain of the services to be provided by Manager hereunder are subject to
     State sales and use taxes and that Manager has a legal obligation to
     collect such taxes from Renaissance and to remit same to the State
     Comptroller of Accounts. Renaissance agrees to pay the applicable State
     sales and use taxes in respect of the portion of the Management Fee
     attributable to such services and grants Manager the right to withdraw from
     the Renaissance Account amounts necessary to timely and fully pay such
     taxes.

8.3  Notices. Any notice, demand or communication required, permitted or desired
     to be given hereunder shall be deemed effectively given when delivered in
     person or mailed by prepaid certified or registered mail, return receipt
     requested, addressed as follows:

     Renaissance

          ________________________

          ________________________

          ________________________

     Manager

          GulfQuest, LLC
          1235 North Loop West #450
          Houston, Texas 77008

     or to such other address, or to the attention of such other person or
     officer, as any party may by written notice designate.

8.4  Governing Law. This Agreement has been executed and delivered in, and shall
     be governed by, and construed and enforced in accordance with the laws of
     the State of Texas. All duties and obligations of the parties created
     hereunder are performable in Harris County, Texas, and Harris County,
     Texas, shall be the sole and exclusive venue for any litigation, special
     proceeding, or other proceeding between the parties that may be brought or
     arise out of or in connection with or by reason of this Agreement.


                                       15
<PAGE>
8.5  Assignment. Except as may be specifically provided to the contrary, this
     Agreement shall insure to the benefit of and be binding upon the parties
     hereto and their respective legal representatives, successors, and assigns.
     Neither party may assign this Agreement without the prior written consent
     of the other party, which consent may not be unreasonably withheld.

8.6  Government Access. The provisions of Section 952 of the Omnibus
     Reconciliation Act of 1980 (P.L. 96-499) providing for access by the
     Secretary of Health and Human Services and the Comptroller General to the
     books and records of the parties to the extent they provide services are
     incorporated in this Agreement.

8.7  Enforcement. In the event either party resorts to legal action to enforce
     or interpret any provision of this Agreement, the prevailing party shall be
     entitled to recover the costs and expenses of such action so incurred,
     including, without limitation, reasonable attorneys' fees.

8.8  Force Majeure. Neither party shall be liable or deemed to be in default for
     any delay or failure in performance under this Agreement or other
     interruption of service deemed to result, directly or indirectly, from acts
     of God, civil or military authority, acts of public enemy, war, accidents,
     fires, explosions, earthquakes, hurricanes, tornadoes, floods, failure of
     transportation, strikes or other work interruptions by either party's
     employees, or any other similar cause beyond the reasonable control of
     either party.

8.9  Invalid Provisions. If any provision of this Agreement is held to be
     illegal, invalid or unenforceable under present or future laws effective
     during the term hereof, such provision shall be fully severable; this
     Agreement shall be construed and enforced as if such illegal, invalid or
     unenforceable provision has never been a part of this Agreement; and the
     remaining provisions shall remain in full force and effect and shall not be
     affected by the illegal, invalid or unenforceable provision or by its
     severance. Furthermore, in lieu of such illegal, invalid or unenforceable
     provision, there shall be added automatically as a part of this Agreement a
     provision as similar in terms to such illegal, invalid or unenforceable
     provision as may be possible and be legal, valid and enforceable.

8.10 Amendments and Modification to Agreement. . Any amendments or modifications
     to this Agreement shall be approved by a majority of the Class A Members of
     the Board.

8.11 Amendments and Agreement Execution. This Agreement and any amendments or
     exhibits shall be in writing and executed in multiple copies on behalf of
     Renaissance by its President, and on behalf of Manager by a duly authorized
     officer. Each multiple copy shall be deemed an original, but all multiple
     copies together shall constitute one and the same instrument.

8.12 Entire Agreement. With respect to the subject matter of this Agreement,
     this Agreement supersedes all previous contracts and constitutes the entire
     agreement between the parties. neither party shall be entitled to benefits
     other than those specified herein. The parties specifically acknowledge
     that, in entering into and executing this Agreement, the parties


                                       16
<PAGE>
     rely solely upon the representations and agreements contained in this
     Agreement and no others.

     IN WITNESS WHEREOF, Renaissance and Manager have caused this Agreement to
be executed, all as of the day and year first written above and effective as of
the day and year indicated above.

RENAISSANCE:                            Renaissance Physician Organization


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title: Chairman of the Board


MANAGER:                                GulfQuest, LLC


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       17
<PAGE>
                                  Exhibit 3.17

                        Performance Standards for Manager

A.   Manager shall at all times meet and comply with the following standards:

     1.   Clean claims based on statutory requirements shall be processed within
          45 days.

     2.   At least 95% of all clean claims shall be paid consistently and
          accurately.

     3.   Reinsurance will be timely filed, at least quarterly or within the
          stipulation of the reinsurance policy.

     4.   Physician capitation will be paid by and delivered to physicians by
          the 22nd calendar day of the month. All such payments shall be made in
          conjunction with the latest eligibility list provided by the payor.

     5.   Delegated functions, UM, credentialing, claims payment, shall be
          maintained in accordance with delegation requirements.

     6.   Financial statements including an income, balance sheet and cash flow
          statements will be produced monthly and provided to the Board. Other
          key reports such as utilization statistics and physician profiling
          will be mutually agreed to with the Board as to timing and content.

B.   If an event as defined in Section 8.9 (a Force Majeure) makes it impossible
     for Manager to meet these standards, it shall be the responsibility of
     Manager to notify Renaissance in writing, if possible under the
     circumstances, delivered personally or by overnight delivery service, and
     to keep Renaissance informed of all actions being taken to bring the matter
     under Manager's control. In such case, the penalty of ten (10) percent of
     Management Fee shall not be retained by Renaissance.

C.   C. If Manager, due to its own performance, shall not be in compliance with
     such standards, Renaissance shall deliver written notice to Manager by
     personal or overnight delivery service, return receipt requested, which
     shall specify which standard(s) are not being met and the grounds for such
     determination. Manager shall, within ten (10) days, provide a corrective
     action plan for approval by the Class A Members of the Renaissance Board.
     Upon completion of corrective action plan or resolution of the failure to
     meet standards, whichever is sooner, Manager shall, personally or by
     overnight delivery service, deliver written notice and demonstration of
     return to compliance with the standard(s). During the period from the date
     of delivery of notice of non-compliance until both a return to compliance
     is achieved and demonstration of such compliance is delivered to
     Renaissance, the management fees paid to Manager pursuant to this Agreement
     shall be decreased by ten percent (10%).

D.   D. If within the 30 days following the fee reduction, standards still are
     not met, Manager's fees shall be reduced by twenty percent (20%). If within
     the next 30 days (60 days after the original fee reduction action),
     standards are not met, Manager's fees shall


                                       18
<PAGE>
     be reduced by thirty percent (30%) and Renaissance may give 30 days notice
     of intent to terminate for non-performance. Such termination shall be
     effective at the end of such 30-day period unless Renaissance shall revoke
     the termination.


                                       19
<PAGE>
                                    AMENDMENT
                                 BY AND BETWEEN
                       RENAISSANCE PHYSICIAN ORGANIZATION
                                       AND
                       GULFQUEST, LP, F/K/A GULFQUEST, LLC

This amendment (the "Amendment") shall amend the Management Services Agreement
(the "Agreement") dated FEBRUARY 1, 2001 executed by and between Renaissance
Physician Organization, Inc. ("Renaissance") and GulfQuest, LLC, n/k/a
GulfQuest, LP ("Manager"). Unless otherwise indicated herein, all defined terms
included herein shall have the same meanings attributed to such terms in the
Agreement and references to section numbers are to sections of the Agreement.
The Agreement is hereby amended as follows, effective OCTOBER 14, 2004 (the
"Amendment Effective Date").

                                    RECITALS

WHEREAS, Renaissance is duly organized under the laws of the State of Texas;

WHEREAS, Renaissance has concluded that Manager can provide Renaissance with
certain management functions relating to its business in Texas;

WHEREAS, both parties agree to amend the Agreement to address certain language
clarifications and changes to the Agreement.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, Manager and Renaissance agree as follows:

1.   The Agreement is hereby amended in that Section 3.4.2, "Non-Exclusivity",
     is deleted in its entirety and replaced with Section 3.4.2, "Exclusivity",
     as set forth below:

     "3.4.2 EXCLUSIVITY. Manager agrees not to provide services to any
     competitive organization, either network or IPA, within the service area of
     Renaissance and/or its Member IPAs (as hereinafter defined) (as such
     service area is set forth in Exhibit 3.42) without the prior written
     consent of Renaissance and any affected Member IPA. Renaissance agrees to
     not, and agrees to cause its Member IPAS to not, enter into a contract for
     management or administrative services with an entity for services
     substantially similar to those provided by Manager without the prior
     written consent of Manager. For purposes of this Agreement, including this
     Section 3.42 and Section 6.2.3, "Member IPAs" shall mean Central Houston
     POD, LLC, Eastside IPA, LLC, Gulf Coast IPA, LLC, Merit IPA, LLC,
     Metropolitan IPA, LLC, Northwest Suburban IPA, LLC, Pasadena IPA, LLC,
     Space Center IPA, PA, Southeast Associates-Baytown, LLC, Southwest IPA,
     LLC, West Houston IPA, LLC and each of their successors and assigns."
<PAGE>
2.   The Agreement is hereby amended in that Section 6.1, "Initial and Renewal
     Term", is deleted in its entirety and replaced with Section 6.1, "Initial
     and Renewal Term", as set forth below:

     "6.1 INITIAL AND RENEWAL TERM. The term of this Agreement will be for an
     initial period of ten (10) year(s), after the effective date of this
     Amendment, expiring on December 31, 2014, and shall be automatically
     renewed for successive three (3) year periods thereafter unless either
     party gives 180 days advance written notice of cancellation, subject to the
     remainder of this Article VI. So long as performance standards are met, the
     financial terms of this Agreement will not be modified or subject to
     negotiation in subsequent contractual periods."

3.   The Agreement is hereby amended in that Section 6.2.3, "Termination for
     Change in Control" is deleted in its entirety and replaced with Section
     62.3, "Termination for Change in Control", as set forth below:

     "6.2.3 TERMINATION FOR CHANGE IN CONTROL. In the event that Manager is
     subject to a Change of Control (as hereinafter defined), Manager shall
     provide written notice to Renaissance of such pending Change of Control
     (the "Transfer Notice") as early as practicable but in any event, no less
     than thirty (30) days prior to the effective date of such Change of
     Control. If in connection with such Change of Control the successor in
     interest has terminated more than 50% of Senior Management, Renaissance
     may, during a thirty (30) day period following the effective date of such
     Change of Control, elect to terminate this Agreement upon one hundred and
     eighty (180) days prior written notice if the Change of Control has created
     for Renaissance a commercially reasonable expectation that the obligations
     of Manager would not be able to be satisfactorily performed in accordance
     with the terms of the Agreement. For purposes of this Section 6.2.3,
     "Change of Control" shall mean the occurrence of the acquisition by any
     entity or other person other than a Permitted Assignee (as hereinafter
     defined), whether by operation of law or otherwise and whether by one or
     more transactions, including, without limitation, by sale, transfer or
     exchange of stock, membership interests or other equity interest, merger,
     consolidation, reorganization or conversion, or by voting agreement or
     other agreement, directly or indirectly, of the power to direct or cause
     the direction of the management and policies of manager, including, without
     limitation, the direct or indirect acquisition of fifty percent (50%) or
     more of the equity interest of Manager. For purposes of this Section 6.2.3
     and Section 8.5, (i) "Senior Management" shall be defined as the president,
     the chief financial officer / chief operating officer, vice president of
     network operations and the Member IPA administrators (approximately six
     individuals as of the date hereof) of Manager and (ii) a "Permitted
     Assignee" of any particular entity or other person means any other entity
     or other person controlling, controlled by or under common control with
     such person (for purposes of this definition, "control" (including the
     terms "controlling," "controlled by" and "under common control with") means
     the possession, direct or indirect, of the power to direct or cause the
     direction of the management and policies of a person, whether through the
     ownership of vothg securities, by contract or otherwise)."
<PAGE>
4.   The Agreement is hereby amended in that Section 6.2.4, "Termination on
     Notice for Default", is deleted in its entirety and replaced with Section
     6.2.4, "Termination on Notice for Default", as set forth below:

     "6.2.4 TERMINATION ON NOTICE FOR DEFAULT. If either party materially
     defaults in the performance of any material obligation under this
     Agreement, the other party shall provide written notice detailing such
     default. The defaulting party shall have ninety (90) days, following the
     giving of written notice of such default by the other party, to cure the
     default. At the conclusion of the cure period, the party giving such notice
     shall have the right to immediately terminate this Agreement, without
     limiting any other rights or remedies that would otherwise be available."

5.   The Agreement is hereby amended in that Section 6.2.7, "Termination for
     Change in Statute or Regulation", is deleted in its entirety.

6.   The Agreement is hereby amended in that Section 8.5, "Assignment", is
     deleted in its entirety and replaced with Section 8.5, "Assignment", as set
     forth below:

     "8.5 ASSIGNMENT. Except as may be specifically provided herein to the
     contrary, this Agreement shall inure to the benefit of, and be binding
     upon, the parties hereto and their respective legal representatives,
     successors, and assigns. Neither this Agreement, nor any of Renaissance's
     rights or obligations hereunder, is assignable by Renaissance without the
     prior written consent of Manager, which consent shall not be unreasonably
     withheld or delayed. Manager may, without Renaissance's consent, assign
     this Agreement. However, subject to the following sentence, where such an
     assignment occurs without Renaissance's consent to an entity other than a
     Permitted Assignee, Renaissance shall, for 30 days from the date of such
     assignment, have the right to give the assignee notice of termination of
     the Agreement, effective 180 days from the date of such notice, if such
     assignment creates a commercially reasonable expectation that the
     obligations of Manager would not be able to be satisfactorily performed by
     the assignee in accordance with the terms of the Agreement. Notwithstanding
     the previous sentence, Renaissance shall not have the right to terminate
     the Agreement unless the assignee has terminated more than 50% of Senior
     Management.

7.   The Agreement is hereby amended in that Section 8.10, "Amendments and
     Modification to Agreement", is deleted in its entirety and replaced with
     Section 8.10, "Amendments and Modifications to Agreement" as set forth
     below:

     "8.10 AMENDMENTS AND MODIFICATIONS TO AGREEMENT. No amendment or
     modification to any provision of this Agreement shall be valid unless the
     same shall be in writing and signed by Manager and Renaissance."

                                      *****
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement as of the Amendment Effective Date above written.

                                        GULFQUEST L.P.
RENAISSANCE PHYSICIAN                   BY: TEXQUEST, LLC A DELAWARE LIMITED
ORGANIZATION, INC.                      LIABILITY COMPANY, ITS
                                        GENERAL PARTNER


J.D. Bertini M.D.
-------------------------------------   ----------------------------------------
Signature                               Signature


Acting Chair Man                        COO/CFO
-------------------------------------   ----------------------------------------
Title                                   Title
<PAGE>
                                  EXHIBIT 3.4.2
                                  SERVICE AREA

The service area, by county, of Renaissance Physician Organization is set forth
below:

Harris, Jefferson, Ft. Bend, Brazoria, Galveston, Chambers, Orange, Hardin,
Liberty, Montgomery, Waller, Walker.
<PAGE>
                                SECOND AMENDMENT
                                 BY AND BETWEEN
                       RENAISSANCE PHYSICIAN ORGANIZATION
                                       AND
                       GULFQUEST, LP, F/K/A GULFQUEST, LLC

This second amendment (this "Amendment") shall amend the Management Services
Agreement dated February 1, 2001 executed by and between Renaissance Physician
Organization, Inc. ("Renaissance") and GulfQuest, LLC, n/k/a GulfQuest, LP
("Manager") as amended by that certain first amendment dated October 14, 2004
(the 'Agreement"). Unless otherwise indicated herein, all defined terms included
herein shall have the same meanings attributed to such teems in the Agreement
and references to section numbers are to sections of the Agreement The Agreement
is hereby amended as follows, effective July 1, 2005 (the "Amendment Effective
Date").

                                    RECITALS

WHEREAS, Renaissance is duly organized under the laws of the State of Texas;

WHEREAS, Renaissance has concluded that Manager can provide Renaissance with
certain management functions relating to its business in Texas;

WHEREAS, Renaissance desires to sell 10% of the Surplus with respect to the West
Houston IPA (the "Acquired Surplus") to Manager and Manager desires to acquire
the Acquired Surplus from Renaissance; and

WHEREAS, Renaissance and Manager desire to amend the Agreement as set forth
herein,

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Manager and Renaissance agree as
follows pursuant to Sections 8.10 and 8.11 of the Agreement:

1.   Payment of Purchase Price for Acquired Surplus. Upon execution of this
     Amendment, Manager shall pay Renaissance cash in the amount of $1,554,694

2.   Amendment. The first sentence of Section 5.1.1.2 of the Agreement is hereby
     deleted in its entirety and replaced with the following:

     "Surplus Distribution. Any Surplus will be distributed at times determined
     by the Renaissance Board as follows: Seventy-five percent (75%) to
     Renaissance and Twenty-five percent (25%) to the Manager; provided,
     however, that notwithstanding the foregoing, any Surplus with respect to
     the West Houston IPA shall be distributed as follows: Sixty-five percent
     (65%) to Renaissance and Thirty-five percent (35%) to the Manager. Any West
     Houston IPA surplus based on earnings reflected on financial
<PAGE>
     statements subsequent to July 1, 2005, will be reimbursed in accordance
     with this Amendment. Any West Houston IPA surplus based on earnings
     reflected on financial statements prior to July 1, 2005 will be reimbursed
     in accordance with the Agreement as set forth prior to this Amendment

3.   Ratification. All other paragraphs, provisions, and clauses in the
     Agreement not so modified remain in full force and effect as originally
     written.

4.   Governing Law: Binding Agreement. All questions concerning the
     construction, validity, enforcement and interpretation of this Amendment
     shall be governed by the internal law of the State of Texas without giving
     effect to any choice of law or conflict of law provision or rule (whether
     of the State of Texas or any other jurisdictions) that would cause the
     application of the laws of any jurisdictions other than the State of Texas.

5.   Counterparts. This Amendment may be executed in one or more counterparts,
     each of which is an original, but all of which together constitute one and
     the same instrument.

                                      *****
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement as of the Amendment Effective Date above written.

                                        GULFQUEST L.P.
RENAISSANCE PHYSICIAN                   BY: TEXQUEST, LLC A DELAWARE LIMITED
ORGANIZATION, INC.                      LIABILITY COMPANY, ITS
                                        GENERAL PARTNER


-------------------------------------   ----------------------------------------
Signature                               Signature


John E. Bertini, Jr., M.D., FACS
-------------------------------------   ----------------------------------------
Title: Chairman of the Board            Title: President