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                                 EXHIBIT 10.24

                       FULL SERVICE MANAGEMENT AGREEMENT

         This FULL SERVICE MANAGEMENT AGREEMENT ("Agreement") is entered into
and effective as of the 1st day of January, 1996 (notwithstanding the date of
actual execution) by and between DOCTORS PRACTICE MANAGEMENT, INC., A Texas
business corporation ("Manager"), and Vista Healthcare Inc., a Texas business
corporation ("Vista").

                                  WITNESSETH:

         WHEREAS, Vista is a duly and validly existing Texas business
corporation that has been organized for the purpose of operating a outpatient
surgical and diagnostic clinic 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, Vista 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 Vista'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 Vista; and

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

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

         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 described thereto, unless otherwise clearly required by the
context in which such term is used.
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         1.1  Agreement.  The term "Agreement" shall mean this Full Service
Management Agreement between Vista 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 Vista, for a given fiscal year, prepared by Manager in
consultation with Vista.

         1.3  Vista.  The term "Vista" shall mean Vista Healthcare Inc., a
Texas business corporation.

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

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

         1.6  Facility.  The term "Facility" shall mean the physical premises
in which Healthcare Services are furnished to patients by Vista 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 Vista 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 Vista 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.  Vista hereby appoints Manager as its sole and
exclusive agent for the management and administration of the business functions
and services related to Vista's provision
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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 Vista 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, Vista'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 Vista 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
Vista 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 Vista or under the supervision of Vista
personnel retained by Vista, as such physician personnel, in their sole
discretion, deem appropriate.

III.  Covenants of Manager.

         3.1  Facilities and Equipment.  Manager shall provide to Vista 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 Vista 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.  Vista 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, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED.
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         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 Vista.

         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 Vista, 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 Vista's provision of Healthcare
Services.

         3.9  Billing and Collection.  On behalf of and for the account of
Vista, Manager shall 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
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Services provided by Vista.  Manager shall advise and consult with Vista
regarding the fees for Healthcare Services provided by Vista.  In connection
with the billing and collection services to be provided hereunder, and
throughout the Term, Vista hereby grants Manager an irrevocable special power
of attorney and appoints Manager as Vista'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 Vista's patients, in Vista's name and on Vista's
behalf, for all billable Healthcare Services provided by Vista.

         3.9.2  To bill, in Vista's name and on Vista'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 Vista;

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

         3.9.4  To take possession of, endorse in the name of Vista, and
deposit into the Manager/Vista 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/Vista Account for payments of those items designated as Manager or
Vista 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 Vista, Manager shall prepare, in
consultation with Vista, and deliver to Vista 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 Vista'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 Vista at the Facility all of which shall be
prepared and maintained in accordance with generally accepted accounting
principles consistently applied.  Manager shall prepare and deliver to Vista,
within
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(90) days of the end of each fiscal year of Vista, a balance sheet, a profit
and loss statement, and a statement of cash flow reflecting the financial
status of Vista 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 Vista 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 Vista 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 Vista, Manager shall, at Vista's
Expense, advise and assist Vista in instituting or defending, in the name of
Vista, all legal actions or proceedings by or against third parties arising out
of Vista'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 Vista, and those actions
necessary for the protection and continued operation of Vista.

         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 Vista.

         4.1  Qualification.  Vista 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 Vista in all
matters relevant to this Agreement.

         4.2  Personnel

         4.2.1  Physician Personnel.  Vista 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 Vista's
Expense for its physician personnel, Vista 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
Vista, administer the compensation and benefits and make appropriate
withholdings with respect to such physician personnel.  All physician personnel
shall be under Vista's control and direction in the performance of Healthcare
Services at the Facility.
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         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.
Vista shall be responsible for selecting, scheduling, and terminating all
nurses, laboratory technicians, and other nonphysician healthcare personnel as
Vista 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 Vista 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 Vista in the performance of Healthcare
Services in the Facility.
 
         4.3  Standards.  As a continuing condition Manager's obligations
hereunder, Vista 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  Vista Contracting.  Vista 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  Vista Insurance.  Throughout the Term, Vista shall, at Vista's
Expense, obtain and maintain with commercial carriers, acceptable to Manager,
professional and comprehensive general liability insurance covering Vista and
those physician and nonphysician personnel Vista retains to provide Healthcare
Services in the minimum amount Six hundred thousand Dollars ($600,000)
for each occurrence and Two Hundred thousand Dollars ($200,000) in the
aggregate for Vista and each physician and nonphysician personnel Vista retains
to provide Healthcare Services.  Such insurance shall name Manager as an
additional named insured to the extent its interest may appear.  Vista 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 Vista 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 Vista.  Vista 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 Vista, its employees, agents, or
independent contractors in or about the Facility during the Term.  To be
entitled to such indemnification, Manager shall give Vista 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 Vista within the applicable period for
defense of such claim by Vista.  Vista shall, at Vista's Expense, have the
right to defend and litigate any such third-party claim.
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V.  Management Fee and Disbursement of Funds

         5.1  Amount of Management Fee.  Vista agrees to pay a management Fee
of 28% 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 Vista'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 Vista 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 January 1, 1996, and expiring
as of December 31, 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 Vista retained by Vista to provide
         Healthcare services in the Facility;

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

  (c)    the dissolution of Vista;

  (d)    the Vista 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 Vista
         written notice of Manager's intent to terminate this Agreement with or
         without cause; or

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

         6.2.3  Termination by Agreement.  In the event Vista 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
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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 Vista retained by Vista, then Vista 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 Vista retained
by Vista, initiate an action to restrict, suspend, or revoke the license of
such Vista to practice medicine in the State, then Manager may by written
notice to Vista 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
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
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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 Vista performs Healthcare
services.

         7.2  Representatives

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

         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:

         Vista:           Vista Healthcare, Inc.

                          4301 Vista
                          Pasadena, Texas 77504

         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 Vista.

         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
<PAGE>   11
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 Vista and Manager.  Each multiple copy shall be
deemed an original, but all multiple copies together shall constitute one and
the same instrument.

         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
<PAGE>   12
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 January 1996, but effective as of
the date first above written.


        Vista:           Vista Healthcare, Inc.



                         By: /s/ Mildred Morrison                               
                             -------------------------------
                             Mildred Morrison
                             Vice President


        Manager:         Doctors Practice management, Inc.
                        


                          By: /s/  Philip Chan                
                              ------------------------------
                              Philip Chan
                              Vice President