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                                 EXHIBIT 10.13



                       FULL SERVICE MANAGEMENT AGREEMENT

        This FULL SERVICE MANAGEMENT AGREEMENT ("Agreement") is entered into
and effective as of the 1st day of May, 1996 (notwithstanding the date of
actual execution) by and between DOCTORS PRACTICE MANAGEMENT, INC., A Texas
business corporation ("Manager"), and William E. Grose, M.D., P.A., a Texas
Professional Association ("Physician").

                       WITNESSETH:

        WHEREAS, Physician is a duly and validly existing Texas Professional
Association that has been organized for the purpose of operating a medical
practice and providing medical and related healthcare services ("Healthcare
Services") to the general public in the Greater Houston, Texas area;

        WHEREAS, Manager is experienced in providing management and related
items and services to physicians, professional associations, and other
professional healthcare entities and individuals;

       WHEREAS, Physician desires and intends to obtain such management,
administrative, and business services necessary and appropriate for Physician's
business operations and the provision of Healthcare Services by Physician, and
Manager desires to provide, and is capable of providing, all such management,
administrative, and business services; and

         WHEREAS, Physician and Manager mutually desire an arrangement that:

(1)      ensures consistency of service, quality of care, and safety of
         Physician's patients;

(2)      facilitates effective utilization of Healthcare services;

(3)      ensures consistent and customary patterns for the provision of
         Healthcare Services;

(4)      facilitates the management and administration of the day-to-day
         business operations of the Physician; and

(5)      facilitates the establishment and maintenance of a public image of
         excellence and high quality for the Physician,

all for the benefit of those persons seeking Healthcare Services as patients of
the Physician.

      NOW, THEREFORE, for and in consideration of the mutual covenants set
forth herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby forever acknowledged and confessed, the parties
hereto agree as follows:

I.  Definitions

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

  1.1  Agreement.  The term "Agreement" shall mean this Full Service
Management Agreement between Physician and Manager and any amendments hereto as
may from time to time be adopted as hereinafter provided.

  1.2  Annual Budget.  The term "Annual Budget" shall mean the operational
budget of the Physician, for a given fiscal year, prepared by Manager in
consultation with Physician.

  1.3  Physician.  The term "Physician" shall mean William E. Grose, M.D.,
P.A., a Texas Professional Association.

  1.4  Manger/Physician Account.  The term "Manager/Physician Account" shall
mean the bank account of the Manager established on behalf of the Physician as
described in Section 3.9 hereof.

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

  1.6  Facility.  The term "Facility" shall mean the physical premises in which
Healthcare Services are furnished to patients by the Physician and shall
include, if applicable, multiple locations.

  1.7  Healthcare Services.  The term "Healthcare Services" shall mean the
medical and related healthcare services provided by Physician to patients.

  1.8  Management Fee.  The term "Management Fee" shall mean Manager's
compensation established and described in Article V hereof.

  1.9  Manager.  The term "Manager" shall mean Doctors Practice Management,
Inc., a Texas business corporation.

  1.10 Manager Expense or Manager's Expense.  The term "Manager Expense" or
"Manager's Expense" shall mean an expense or cost incurred by Manager on behalf
of Physician and for which Manager is financially liable.

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

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

II.  Appointment and Authority of Manager

  2.1  Appointment.  Physician hereby appoints Manager as its sole and
exclusive agent for the
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management and administration of the business functions and services related to
Physician's provision of Healthcare Services and Manager hereby accepts such
appointment, subject at all times to the provisions of this Agreement.

  2.2  Authority.  Consistent with the provisions of this Agreement, Manager
shall have the responsibility and commensurate authority to provide business,
administrative, and full management services for Physician relating to the
provision of Healthcare Services, including, without limitation, management,
administration, billing and collection services, financial consulting,
financial record keeping and reporting, preparation of financial statements,
cash management services, contract negotiation, scheduling of nonphysican
personnel, support services, specified nonphysician personnel, marketing, and
other business office services.  Manager is hereby expressly authorized to
provide all such services in whatever reasonable manner Manager deems
appropriate to meet the day-to-day requirements of the business functions of,
or related to, Physician's provision of Healthcare Services at the Facility.
To the extent practicable, Manager, at its discretion, may from time to time
perform some or all of such business office services for Physician at locations
other than the Facility.  Except as otherwise provided in this Agreement, all
expenses incurred by Manager in providing management services pursuant to this
Agreement shall be Manager's Expense.  The parties acknowledge and agree that
Physician shall be solely responsible for and have sole control over the
provision of Healthcare Services performed for patients at the Facility and
that all diagnoses, treatments, procedures, and other professional healthcare
services shall be provided and performed by Physician or under the supervision
of Physician personnel retained by Physician, as such physician personnel, in
their sole discretion, deem appropriate.

III.  Covenants of Manager.

  3.1  Facilities and Equipment.  Manager shall provide to Physician the space
for the Facility, including all equipment, fixtures, furniture, and furnishings
located therein that Manager deems reasonably necessary for the provision of
Healthcare Services.  Manager shall consult with and seek the advice of
Physician in connection with equipping the Facility and in connection with the
purchase of additional or replacement equipment to ensure the necessity and
appropriateness of equipment placed in service at the Facility.

  3.1.1  Retention of Title.  Physician shall have access to and use of the
space for the clinic, and all equipment, fixtures, furniture, and furnishings
located therein throughout the Term for the sole purpose of providing
Healthcare Services to patients of the Facility; provide, however, that title
to all such equipment, fixtures, furniture, and furnishings therein shall, at
all times, be and remain vested in Manager or Manager's lessor, as the case may
be.

  3.1.2  Repair and Maintenance.  Manager shall be responsible for the repair
and maintenance of all equipment located in the Facility.

  3.1.3  Disclaimer of Warranty.  MANAGER MAKES NO REPRESENTATIONS OR
WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO ANY EQUIPMENT,
FIXTURES, FURNITURE, FURNISHINGS, OR SUPPLIES PROVIDED BY MANAGER PURSUANT TO
THIS AGREEMENT, AND ALL WARRANTIES,
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EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY
DISCLAIMED.

  3.2  Utilities and Related Services.  Manager shall negotiate, enter into,
and retain contracts for, and shall timely pay when due all charges relating to
electricity, gas, water, telephone, sewage, waste disposal, cleaning(interior
and exterior), pest extermination, heating and air-conditioning maintenance,
and similar services reasonably necessary and appropriate for the operation of
the facility and the provision of Healthcare Services therein.

  3.3  Supplies.  Manager shall obtain and provide all reasonable medical,
office, and other supplies, and shall ensure that the Facility is at all times
adequately stocked with such supplies as are reasonably necessary and
appropriate for the operation of the Facility.

  3.4  Support Services.  Manager shall provide all laundry, linen, uniform,
stationery, forms, postage, duplication or photocopying services, and other
support services as are reasonably necessary and appropriate for the operation
of the Facility.

  3.5  Licenses and Permits.  Manager shall coordinate all development and
planning processes, and apply for and use manager's best efforts to obtain and
maintain all federal, State and local licenses and regulatory permits required
for or in connection with the operation of the Facility and the equipment
(existing and future) located therein, other than those relating to the
practice of medicine by physicians retained by Physician.

  3.6  Personnel

  3.6.1  Management and Clerical Personnel.  Manager shall employ or otherwise
retain, and shall be responsible for selecting, training, supervising,
scheduling, and terminating, all management and clerical personnel as Manager
deems reasonably necessary and appropriate for Manager's performance of its
duties and obligations under this Agreement.  Manager shall have sole
responsibility for determining the salaries, wages, and fringe benefits of all
such management and clerical personnel, for paying such salaries and wages, and
for providing such fringe 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.

  3.6.2  Nonexclusivity.  In recognition of the fact that the personnel retained
by Manager to provide services pursuant to this Agreement may from time to time
perform services for others, this Agreement shall not prevent Manager from
performing such services for others or restrict Manager from using such
personnel in the performance of services for others.

  3.6.3  Contract Negotiations.  Upon the request of Physician, Manager shall
advise with respect to and negotiate, either directly or on Physician's behalf,
as appropriate, all contractual arrangements with third parties as are
reasonably necessary and appropriate for Physician's provision of Healthcare
Services.

  3.9  Billing and Collection.  On behalf of and for the account of Physician,
Manager shall
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establish and maintain credit and billing and collection policies and
procedures, and shall be responsible for the billing and collection of all
professional and other fees for billable Healthcare Services provided by
Physician.  Manager shall advise and consult with Physician regarding the fees
for Healthcare Services provided by Physician.  In connection with the billing
and collection services to be provided hereunder, and throughout the Term,
Physician hereby grants Manager an irrevocable special power of attorney and
appoints Manager as Physician's true and lawful agent and attorney-in-fact, and
Manager hereby accepts such special power of attorney and appointment, for the
following purposes:

  3.9.1  To bill Physician's patients, in Physician's name and on Physician's
behalf, for all billable Healthcare Services provided by Physician.

  3.9.2  To bill, in Physician's name and on Physician's behalf, all claims for
reimbursement or indemnification from Blue Shield/Blue Cross, insurance
companies, Medicare, Medicaid, and all other third-party payors for all covered
billable Healthcare Services provided by Physician;

  3.9.3  To collect and receive, in Physician's name and on Physician's behalf,
all accounts receivable generated by such billings and claims for reimbursement
or indemnification, and to deposit all amounts collected into the
Manager/Physician Account, which account shall be maintained at Manager's
Expense and shall be and at all times remain in Manager's name.  Physician
covenants to transfer and deliver to Manager all funds received by Physician
from patients or third-party payors for Healthcare services.  Upon receipt by
Manager of any funds from patients or third-party payors or from Physician
pursuant hereto for Healthcare Services, Manager shall immediately deposit same
into the Manager/Physician Account; and

  3.9.4  To take possession of, endorse in the name of Physician, and deposit
into the Manager/Physician Account any notes, checks, money orders, insurance
payments, and any other instruments received in payment of accounts receivable
for Healthcare Services, and to make withdrawals from the Manager/Physician
Account for payments of those items designated as Manager or Physician Expense.

  3.11  Financial Matters

  3.11.1  Annual Budget.  Annually and at least thirty (30) days prior to the
commencement of each fiscal year of Physician, Manager shall prepare, in
consultation with Physician, and deliver to Physician an operational budget for
such fiscal year setting forth an estimate of facility revenues and expenses
(including, without limitation, all costs associated with the services provided
by Manager hereunder).  Manager shall use its best efforts to perform its
duties and obligations under this Agreement such that the actual revenues,
costs, and expenses associated with Physician's provision of Healthcare Service
in the Facility during any applicable period shall be consistent with the
Annual Budget.  Manager shall prepare and submit to Physician, and shall
thereafter adopt, an Annual Budget for the current fiscal year as soon as
practicable.

  3.11.2  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 accounts relating to the
business and financial affairs of Physician at the Facility
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all of which shall be prepared and maintained in accordance with generally
accepted accounting principles consistently applied.  Manager shall prepare and
deliver to Physician, within (90) days of the end of each fiscal year of
Physician, a balance sheet, a profit and loss statement, and a statement of
cash flow reflecting the financial status of Physician in respect of the
provision of Healthcare Services at the Facility as of the end of such prior
fiscal year, all of which shall be prepared in accordance with generally
accepted accounting principles consistently applied.  Manager shall also
prepare and deliver to Physician interim monthly financial statements for
management purposes only.

  3.12  Reports and Records

  3.12.1  Medical Records.  Manager shall establish, monitor, and maintain
procedures and policies for the timely creation, preparation, filing and
retrieval of all medical records generated by Physician in connection with
Physician's provision of Healthcare Services.  All such medical records shall
be treated in accordance with all applicable State and federal laws relating to
the confidentiality thereof.

  3.13  Legal Actions.  As requested by Physician, Manager shall, at
Physician's Expense, advise and assist Physician in instituting or defending,
in the name of Physician, all legal actions or proceedings by or against third
parties arising out of Physician's provision of Healthcare Services at the
Facility, including, without limitation, those actions to collect fees for
billable Healthcare Services or other billable services provided to patients by
Physician, and those actions necessary for the protection and continued
operation of Physician.

  3.14  Manager Insurance.  Throughout the Term, Manager shall, at Manager's
Expense, obtain and maintain with commercial carriers, through captive
insurance companies, through self-insurance, or some combination thereof,
professional, casualty, and comprehensive general liability insurance covering
Manager, Manager personnel, and all of Manager's equipment in such amounts, on
such basis, and upon such terms and conditions as Manager deems appropriate.

IV.  Covenants of Physician

  4.1  Qualification.  Physician shall at times during the Term (i) be and
remain legally qualified to provide Healthcare Services in a manner consistent
with all State and federal laws; (ii) be engaged in the full time practice of
medicine; and (iii) has general authority to act for and bind Physician in all
matters relevant to this Agreement.

  4.2  Personnel

  4.2.1  Physician Personnel.  Physician shall retain physicians, who shall
hold and maintain valid and unlimited licenses to practice medicine in the
State, to provide Healthcare Services in the Facility.  With respect to
Physician's Expense for its physician personnel, Physician shall be responsible
for paying the compensation for such physician personnel and for withholding,
as required by law, any sums for income tax, unemployment insurance, social
security, or any other withholding required by applicable law.  Manager shall,
on behalf of Physician, administer the
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compensation and benefits and make appropriate withholdings with respect to
such physician personnel.  All physician personnel shall be under Physician's
control and direction in the performance of Healthcare Services at the
Facility.

  4.2.2  Nonphysician Healthcare Personnel.  Manager shall employ and be
responsible for the salaries, wages, fringe benefits, and other employment
related expenses with regard to all nonphysician healthcare personnel necessary
for the provision of Healthcare Services to patients at the Facility.  Manager
shall determine the salaries, wages, and fringe benefits of all such personnel.
Physician shall be responsible for selecting, scheduling, and terminating all
nurses, laboratory technicians, and other nonphysician healthcare personnel as
Physician deems reasonably necessary and appropriate for the operation of the
Facility; provided, however, that all such nonphysician healthcare personnel
shall be hired and/or terminated by Physician after consultation with Manager.
Manager shall be responsible for training and supervising all nonphysician
healthcare personnel, and all such personnel shall be under Manager's control,
supervision and direction when assisting Physician in the performance of
Healthcare Services in the Facility.

  4.3  Standards.  As a continuing condition Manager's obligations hereunder,
Physician shall provide Healthcare Services in accordance with applicable
federal, State, and municipal laws, rules, regulations, ordinances, and orders,
and the ethics and standards of care of the medical community wherein the
Facility is located.

  4.4  Physician Contracting.  Physician shall not, without the prior written
consent of manager, have any right or authority to enter into any agreements
with third parties relating to the Facility, its operation, or any agreements
otherwise binding upon Manager.

  4.5  Physician Insurance.  Throughout the Term, Physician shall, at
Physician's Expense, obtain and maintain with commercial carriers, acceptable to
Manager, professional and comprehensive general liability insurance covering
Physician and those physician and nonphysician personnel Physician retains to
provide Healthcare Services in the minimum amount ______________________ Dollars
($________________________________) for each occurrence and
_______________________________________Dollars ($________________) in the
aggregate for Physician and each physician and nonphysician personnel Physician
retains to provide Healthcare Services.  Such insurance shall name Manager as
an additional named insured to the extent its interest may appear.  Physician
shall provide to Manager a certificate of insurance evidencing such coverage.
The insurance policy or policies shall provide for at least thirty (30) day's
advance written notice to Physician from the insurer as to any alteration of
coverage, cancellation, or proposed cancellation for any cause.  The
certificate of insurance shall require that such notice also be given to
Manager.

  4.6  Indemnification by Physician.  Physician shall indemnify and hold
Manager harmless from and against any and all liability losses, damages,
claims, causes of action, and expenses, including, without limitation,
reasonable attorney's fees and associated costs, associated with or resulting,
directly or indirectly, from any act or omission of Physician, its employees,
agents, or independent contractors in or about the Facility during the Term.
To be entitled to such
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indemnification, Manager shall give Physician prompt written notice of the
assertion by a third party of any claim with respect to which Manager might
bring a claim for indemnification hereunder, and in all events must provide
such written notice to Physician within the applicable period for defense of
such claim by Physician.  Physician shall, at Physician's Expense, have the
right to defend and litigate any such third-party claim.

V.  Management Fee and Disbursement of Funds

  5.1  Amount of Management Fee.  Physician agrees to pay a management Fee of
50% of collection to Manager to cover Manager's Expense.  The Management Fee is
not intended and shall not be interpreted or applied as permitting Manager to
share in Physician's fees for Healthcare Services or any other services, but is
acknowledged as the parties' negotiated agreement as to the reasonable fair
market value of the items and services furnished by Manager pursuant to this
Agreement, considering the nature of the services required by Physician and the
risks assumed by Manager.

  5.2  Payment of management Fee.  The Management Fee shall be due and payable
on or before the tenth (10) calendar day of each month for services provided in
the immediately preceding month.

VI.  Term and Termination

  6.1  Initial and Renewal Terms.  The term of this Agreement will be for a Five
(5) year period commencing as of May 1, 1996, and expiring as of April 30, 2001,
unless and until terminated as provided in Section 6.2 of this Agreement the
("Term").

  6.2  Termination

  6.2.1  Termination by Manager.  Manager may terminate this Agreement upon the
occurrence of any one of the following events:

  (a)    The revocation, suspension, or cancellation of the license to practice
         medicine in the State of any physician retained by Physician to
         provide Healthcare services in the Facility;

  (b)    any physician retained by Physician to provide Healthcare Services in
         the Facility is convicted of a felony;

  (c)    the dissolution of Physician;

  (d)    the Physician fails to pay Manager the Management Fee as provided for
         in Article V of this Agreement within ten (10) days of the date such
         amounts are due as provided in Section 5.2 hereof;

  (e)    upon the expiration of sixty (60) days after Manager has given
         Physician written notice of Manager's intent to terminate this
         Agreement with or without cause; or

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  6.2.2  Termination by Physician.  Physician may terminate this Agreement upon
the occurrence of the dissolution of Manager.

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

  6.2.4  Damage or Condemnation.  In the event the Facility is totally or
substantially destroyed by fire, explosion, flood, windstorm, hail, earthquake,
hurricane, tornado, or other casualty or act of God, or in the event all or a
substantial portion of the Facility and the premises on which it is situated is
taken or to be taken by condemnation or eminent domain proceeding, then either
party may by written notice to the other immediately terminate this Agreement.

  6.2.5  Bankruptcy.  In the event that either party become insolvent, or if
any petition under federal or state law pertaining to bankruptcy or insolvency
or for a reorganization or arrangement or other relief from creditors shall be
filed by or against either party, or if any assignment, trust, mortgage, or
other transfer shall be made of all or a substantial part of the property of
either party, or if either party shall make or offer a composition in its debts
with 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 of either party, then the other party may, by written
notice, as specified in Section 7.3, immediately terminate this Agreement.

  6.2.6  Action by Texas State Board of Medical Examiners.  In the event the
Texas State Board of medical Examiners shall, solely by virtue of this
Agreement, initiate an acton to revoke the license to practice medicine in the
State of any physician retained by Physician, then Physician may by written
notice to Manager immediately terminate this Agreement.  In the event the Texas
State Board of Medical Examiners shall, on any other grounds, including,
without limitation, improper medical practice or improper conduct by any
physician retained by Physician, initiate an action to restrict, suspend, or
revoke the license of such physician to practice medicine in the State, then
Manager may by written notice to Physician immediately terminate this
Agreement.

  6.2.7  Default.  In the event either party shall give written notice to the
other that such other party has substantially defaulted in the performance of
any material duty or material obligation imposed upon it by this Agreement, and
such default shall not have been cured within thirty (30) days following the
giving of such written notice, the party giving such written notice shall have
the right to immediately terminate this Agreement unless the defaulting party
shall, within said thirty (30) day period, have made a good faith effort to
initiate corrective action and it is contemplated that such corrective action
will be completed within the following thirty (30) day period.

  6.3  Effects of Termination.  Upon termination of this Agreement, as
hereinabove provided, neither party shall have any further obligations
hereunder except for (i) obligations accruing prior to the date of termination,
and (ii) obligations, promises, or covenants set forth herein that are
expressly made to extend beyond the Term, including, without limitation,
indemnities, payment of accrued management Fees, if any, and the authority and
limited power of attorney granted to manager in Section 3.9 herein which shall
survive until such time as such obligations, promises, or covenants shall be
fully paid and satisfied (all of which provisions shall survive the expiration
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or termination of this Agreement).  Notwithstanding anything to the contrary,
herein, upon termination of this Agreement for any reason, all accrued
Management Fees, if any, shall become immediately due and payable without
demand or notice.

VII.  Miscellaneous

  7.1  Independent Relationship.  It is mutually understood and agreed that
Physician 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 nor shall be construed to create an employer/employee relationship or
a joint venture relationship, or to allow Manager to exercise control or
direction of any nature, kind, or description over the manner or method by
which Physician performs Healthcare services.

  7.2  Representatives

  7.2.1  Physician Representative.  Except as may be herein more specifically
provided, Physician shall act with respect to all matters hereunder through
Physician.

  7.2.2  Manager Representative.  Except as may be herein more specifically
provided, Manager shall act with respect to all matters hereunder through the
President of Manager.

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

         Physician:       William E. Grose, M.D., P.A.
                          4201 Grath Road, Suite 205
                          Baytown, Texas 77521

         Manager:         Doctors Practice management, Inc.
                          10304 I-10 East, Suite 369
                          Houston, Texas 77029

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

  7.4  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.

  7.5  Assignment.  Except as may be herein specifically provided 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; provided, however, that Physician shall not assign its rights and
obligations under this Agreement without the prior written consent of Manager.
Manager shall have the right to (i) assign its rights and obligations hereunder
to any third party, and (ii) collaterally assign its interest in this Agreement
and its right to collect Management Fees hereunder to any financial institution
or other third party without the consent of Physician.
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  7.6  Waiver of Breach.  the waiver by either party of a breach or violation
of any provision of this Agreement shall not operate as, or to be construed to
constitute, a waiver of any subsequent breach of the same or another provision
hereof.

  7.7  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 costs of such action so incurred, including,
without limitation, reasonable attorney's fees.

  7.8  Gender and Number.  Whenever the context of this Agreement requires, the
gender of all words herein shall include the masculine, feminine, and neuter,
and the number of all words herein shall include the singular and plural.

  7.9  Additional Assurance.  Except as may be herein specifically provided to
the contrary, the provisions of this Agreement shall be self-operative and
shall not require further agreement by the parties; provided, however, at the
request of either party, the other party shall execute such additional
instruments and take such additional acts as are reasonable and as the
requesting party may deem necessary to effectuate this Agreement.

  7.10  Consents, Approvals, and Exercise of discretion.  Except as may be
herein specifically provided to the contrary, whenever this Agreement requires
any consent or approval to be given by either party, or either party must or
may exercise discretion, the parties agree that such consent or approval shall
not be unreasonably withheld or delayed, and such discretion shall be
reasonably exercised.

  7.11  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, 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.

  7.12  Severability.  in the event any provision of this Agreement is held to
be invalid, illegal, or unenforceable for any reason and in any respect, such
invalidity, illegality, or unenforceability shall not affect the remainder of
this agreement, which shall be and remain in full force and effect, enforceable
in accordance with its terms.

  7.13  Divisions and Headings.  The division of this Agreement into articles,
sections, and subsections and the use of captions and headings in connection
therewith are solely for convenience and shall not affect in any way the
meaning or interpretation of this Agreement.

  7.14  Amendments and Agreement Execution.  This Agreement and amendments
hereto shall be in writing and executed in multiple copies by the duly
authorized officers of Physician and Manager.  Each multiple copy shall be
deemed an original, but all multiple copies together shall constitute one and
the same instrument.
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  7.16  Entire Agreement.  This Agreement supersedes all previous contracts and
constitutes the entire agreement between the parties with respect to the
subject matter of this Agreement.  Neither party shall be entitled to benefits
other than those specified herein.  No oral statements or prior written
material not specifically incorporated herein shall be of any force and effect,
and no changes in or additions to this Agreement shall be recognized unless
incorporated herein by amendment as provided herein, such amendment(s) to
become effective on the date stipulated in such amendment(s).  The parties
specifically acknowledged that, in entering into and executing this agreement,
the parties rely solely upon the representations and agreements contained in
this Agreement and no others.

  IN WITNESS WHEREOF, Physician and Manager have executed this Agreement in
multiple originals this 1st day of May 1996, but effective as of the date
first above written.

         Physician:       William E. Grose, M.D., P.A.


                          By:   /s/ William E. Grose         
                              -------------------------------


         Manager:         Doctors Practice management, Inc.


                          By:    /s/ Chiu Chan                   
                             ------------------------------------
                                  Chiu Chan
                                  President