<PAGE>   1

                                                                  EXHIBIT 10.32

                       FULL SERVICE MANAGEMENT AGREEMENT

             This FULL SERVICE MANAGEMENT AGREEMENT ("Agreement") is entered
into and effective as of the 1st day of October, 1998 (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 an outpatient
surgical and diagnostic clinic and providing 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 Vista's
business operations and the provision of Healthcare Services by Vista, and
manager desires to provide, and is capable of providing, all such management,
administrative, and business services; and

             WHEREAS, Vista 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)  facilitate the management and administration of the day-to-day business
     operations of Vista; and

(5)  facilitate 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
sufficiency of which is hereby acknowledged and confessed, the parties 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.


<PAGE>   2


    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 Vista's licensed physical
premises in which Healthcare services are furnished by physicians to patients,
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 physicians to patients of
Vista's Ambulatory Surgical Care Center.

    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 of Healthcare Services and Manager hereby
accepts such appointment, subject at all times to the provisions of this
Agreement.

                                       2

<PAGE>   3

    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, employment and supervision of
nonphysican personnel, support services, 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 physician's 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, as such
physicians, in their sole discretion, deem appropriate.

III.     COVENANTS OF MANAGER.

    3.1 Facilities and Equipment: Vista shall provide to Manager 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: The Manager 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 support to physicians and 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 Vista.

    3.1.2 Repair and Maintenance: Vista shall be responsible for the repair,
maintenance, and replacement 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 WARRANTITIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, WARRANTITIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED.

                                       3

<PAGE>   4


    3.2 Utilities and Related Services: Manager shall, at the expense of Vista,
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, at the expense of Vista, 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, at the expense of Vista, 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, at the expense and Benefit of
Vista, 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.

    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 in 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 Vista's behalf, as
appropriate, all contractual arrangements with third parties as are reasonably
necessary and appropriate for Vista's provision of Healthcare Services.

    3.7 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 Services provided by Vista.
Manager shall advise and consult with Vista regarding the fees for Healthcare

                                       4

<PAGE>   5


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:

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

    3.7.2 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;

    3.7.3 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

    3.7.4 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.

    3.8 Financial matters

    3.8.1 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 Vista, and shall thereafter adopt,
an Annual Budget for the current fiscal year as soon as practicable.

    3.8.2 Accounting and Financial Records: Manager shall establish and
administer accounting procedures, controls, and systems for the development
preparation, and safe keeping 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 (90) days of the end of each fiscal year of Vista, a balance sheet, a
profit and loss statement, and a statement 

                                       5

<PAGE>   6


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.

    3.9 Reports and Records

    3.9.1 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 Vista'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.

    3.10 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.

    3.11 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 all times during the Term be and remain
legally qualified to own and operate an ambulatory surgical care center in a
manner consistent with all State and federal laws;

    4.2 Personnel

    4.2.1 Nonphysician Healthcare Personnel: Vista 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-

                                       6

<PAGE>   7


    4.3 Standards: As a continuing condition of 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 nonphysician personnel Vista employs to provide Healthcare services in
the minimum amount Six Hundred Thousand Dollars ($600,000.00) in the aggregate
for Vista and each nonphysician personnel Vista employs 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.

V.       MANAGEMENT FEE AND DISBURSEMENT OF FUNDS

    5.1 Amount of Management Fee: Vista agrees to pay a management Fee of 60%
of all monies collected by Manager. 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.

                                       7

<PAGE>   8


VI.      TERM AND TERMINATION

    6.1 Initial and Renewal Terms. The term of this Agreement will be for a One
(1) year period commencing as of October 1, 1998, and expiring as of September
30, 1999, unless and until terminated as provided in Section 6.2 of this
Agreement the ("Term"). Manager is hereby granted an option to extend the term
of this Agreement two (2) times for one year each under the same terms
contained herein. This option shall be exercised by Manager's delivering to
Vista before the end of the original term written notice of Manager's election
to extend the term of this Agreement.

    6.2 Termination

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

    (a)  upon the dissolution of Vista;

    (b)  upon Vista failing 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;

    (c)  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 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 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

                                       8

<PAGE>   9


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
Vista 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 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 the
President of 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

                                       9

<PAGE>   10


         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 Vista 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 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.

                                      10

<PAGE>   11

    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 Readings: 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.

    7.15 Entire Agreement: This Agreement supersedes all previous contracts and
amendments and constitutes the entire agreement between the parties with
respect to the subject matter of this Agreement. The contract of January 1,
1996 and the Amendment of September 1, 1996 are expressly terminated, provided
that neither party is relieved of its duties and obligations remaining under
said contract and amendment (including payments). In addition, there remain
unpaid balances for the contract period from August,1994 through December,1995
in the amount of TWO HUNDRED THIRTY-FIVE THOUSAND FIVE HUNDRED EIGHTY-EIGHT AND
61/100 ($235,588.61) DOLLARS. As a further condition to this Agreement, Vista
recognizes the balance owed, ratifies the accounting, authorizes payment for
the balance owed, and makes said payment to Manager contemporaneously with the
execution 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 acknowledge 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, Vista and Manager have executed this Agreement in
multiple originals this 1st day of October, 1998.


         Vista:                   Vista Healthcare,  Inc.


                                  By:  /s/ Glenn Rodriguez
                                     --------------------------------
                                      Glenn Rodriguez
                                      President


         Manager:                 Doctors Practice Management, Inc.


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

                                      11

<PAGE>   12


              AMENDMENT NO. 1 TO FULL SERVICE MANAGEMENT AGREEMENT

    This Amendment No. 1 to the Full Service Management Agreement (the
"Agreement") is entered into effective September 1, 1996 by and between Vista
Healthcare, Inc. a Texas corporation, ("Vista") and Doctors Practice
Management, Inc., a Texas corporation ("DPMI).

                                   WITNESSETH

    WHEREAS, Vista and DPMI desire to amend the Full Service Management
Agreement dated May 1, 1996 (the "Management Agreement"); and

    WHEREAS, Vista and DPMI, following the execution and effectiveness of this
Amendment, desire to continue to the Management Agreement in full force and
effect without further amendment thereto;

    NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

    1. AMENDMENT. The parties hereto hereby agree that Section 5.1 of the
Management Agreement is hereby amended to increase the management fee from 28%
of collections to 38% of collections.

    2. ENTIRE AGREEMENT: NO FURTHER AMENDMENTS. The parties hereto acknowledge
and agree that Amendment and the Management Agreement represent the entire
agreement of the parties with respect to the subject matter hereof and thereof
and that there exists no other agreements or understandings between the parties
whether oral or written. The Management Agreement may not be further amended
without the written consent of both parties thereto.

    IN WITNESS WHEREOF, the parties hereto have entered into this Amendment
effective as of September 1, 1996.


                                  VISTA HEALTHCARE, INC.


                                  By: /s/ Glenn Rodriguez
                                     -----------------------------------
                                      GLENN RODRIGUEZ, VICE PRESIDENT



                                  DOCTORS PRACTICE MANAGEMENT, INC.


                                  By: /s/ Philip Chan
                                     -----------------------------------
                                      PHILIP CHAN, VICE PRESIDENT

                                      12