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                                                                   EXHIBIT 10.25


                             FULL SERVICE FACILITY
                                      AND
                              MANAGEMENT AGREEMENT





                             JOHN  KIRKWOOD,  D.O.





                                OCTOBER 1, 1996
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                 FULL SERVICE FACILITY AND MANAGEMENT AGREEMENT

         THIS FULL SERVICE FACILITY AND MANAGEMENT AGREEMENT, entered into
effective as of October 1, 1996, is by and between JOHN KIRKWOOD, D.O.
("DOCTOR") and DOCTORS PRACTICE MANAGEMENT, INC., a Texas corporation
("COMPANY").

                                  WITNESSETH:

         WHEREAS, DOCTOR is a duly licensed Medical Doctor in the State of
Texas who is engaged in the practice of Medicine and providing professional
services, specifically including physician services, in Texas ("Professional
Services"); and

         WHEREAS, COMPANY is a duly incorporated and validly existing Texas
corporation, qualified to do business in Texas., that is experienced in
providing management and related items and services including, without
limitations, capital, personnel, facilities and equipment to licensed health
care personnel professional associations, and other professional health care
entities and individuals, and

         WHEREAS, DOCTOR's physician employees practice medicine in Texas and
desire and intend to continue to operate a professional health care practice to
provide Professional Services and related health care services in facilities
designed and equipped for such services,

         WHEREAS, DOCTOR further desires and intends to provide Professional
Services and related health care services at various locations in the Houston,
Texas Standard Metropolitan Statistical Area, as defined by the U.S. Department
of Commerce, Bureau of the Census, including, without limitation, the provision
of such services at 4301 Vista, Pasadena, Texas 77504 ("Used Premises"),

         WHEREAS, DOCTOR prefers to devote substantially all of its time to the
practice of medicine and the delivery of medical services to its patients and,
therefore, desires and intends to obtain such management, administrative, and
business services as are reasonably necessary and appropriate for DOCTOR to
efficiently provide Professional Services at the Leased Premises and other
locations and Company desires to provide and is fully capable of providing all
such management, administrative and business services, and

         WHEREAS, COMPANY desires to and is capable of making Leased Premises
available to DOCTOR and COMPANY desires to and is capable of providing the
management, administrative, and business services necessary and appropriate for
DOCTOR'S provision of Professional Services at the Premises and other locations
and

         WHEREAS, DOCTOR and COMPANY mutually desire an arrangement that:

         1.      facilitates consistency of service in the medical care
provided by Doctor and in the administrative and business services provided by
COMPANY;
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         2.      facilitates effective utilization of DOCTOR'S resources;

         3.      facilitates appropriate staffing and scheduling of personnel
for and by DOCTOR, as the case may be;

         4.      facilitates the management and administration of the
day-to-day business operations of DOCTOR;

         5.      ensures that each party will receive the total revenue
attributable to such party's services, capital investment, and business risks,
and no portion of the revenue attributable to the services, capital investment,
and business risks of the other party; and

         6.      ensures that (1) DOCTOR and licensed health care personnel
employed by DOCTOR shall owe their first duty to their patients; and (2)
preserve the confidential nature of the doctor-patient relationship (3) DOCTOR
controls patient care in the medical and administrative procedures to be
followed; and (4) that COMPANY does not commit any act constituting the
practice of medicine or use any licensed health care practitioners license to
practice medicine all for the benefit of those seeking services as patients.

         NOW, THEREFORE, for and in consideration of the agreements contained
herein and other good and valuable consideration, the receipt and adequacy all
of which are forever acknowledged and confessed, the parties hereto agree as
follows:

                                   ARTICLE I
                                  DEFINITIONS

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

         1.1     AGREEMENT.  The term "Agreement" shall mean this FULL SERVICE
FACILITY AND MANAGEMENT AGREEMENT between DOCTOR and COMPANY and any amendments
hereto, as may from time to time be adopted, as hereinafter provided.

         1.2     PROFESSIONAL SERVICES.  The term "Professional Services" shall
mean the professional services, specifically including physician services, and
related health care services provided by DOCTOR.

         1.3     DOCTOR.  The term "DOCTOR" shall mean John Kirkwood, D.O.

         1.4     DOCTOR'S ACCOUNT.  The term "DOCTOR'S  Account" shall mean the
bank account of COMPANY established as described in Section 3.12 hereof.





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         1.5     FACILITY.  The term "Facility" shall mean the medical offices
owned or leased by COMPANY where Professional Services are provided by DOCTOR.

         1.6     COMPANY.   The term "COMPANY" shall mean Doctors Practice
Management, Inc., a Texas corporation.

         1.7     MANAGEMENT FEE.  The term "Management Fee" shall mean
Company's compensation as described in Article V hereof.

         1.8     STATE.  The term "State" shall mean the State of Texas.

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

         1.10    LOCATION.  The term "Location" shall mean the Facility(ies) in
the Houston, Texas, Standard Metropolitan Statistical area and such
Facility(ies) as may exist in the future.

                                   ARTICLE II
                           APPOINTMENT AND AUTHORITY

         2.1     APPOINTMENT.   DOCTOR hereby appoints COMPANY as its sole and
exclusive agent for the management and administration of the business functions
and services related to DOCTOR'S provision of Professional Services, and
COMPANY hereby accepts such appointment, subject at all times to the provisions
of this Agreement.

         2.2     AUTHORITY OF COMPANY.  Consistent with the provisions of this
Agreement, COMPANY shall have the responsibility and commensurate authority to
provide full service management services for DOCTOR, including, without
Stations equipment, supplies, support services, personnel (but specifically
excluding licensed medical personnel), marketing, billing and collection
services, management, administration, financial record keeping and reporting,
and other business office services as provided herein.  COMPANY, subject to the
ultimate control and direction of DOCTOR, is hereby expressly authorized to
provide all such services in any reasonable manner COMPANY deems appropriate to
meet the day-to-day requirements of the business functions of DOCTOR.  To the
extent practicable, COMPANY, at its discretion, shall perform some or all of
the services specified hereunder for DOCTOR.

         2.3     AUTHORITY OF DOCTOR.  DOCTOR, through licensed health care
personnel, shall be solely responsible for and have sole and complete
authority, supervision and control over the provision of Professional Services
and other related health care services performed for patients of DOCTOR, and
all diagnoses, treatments, procedures, and other professional health care
services shall be provided and performed exclusively by or under the
supervision of licensed health care personnel retained by DOCTOR, as DOCTOR, in
its sole discretion, deems appropriate and in accordance with all laws.  DOCTOR
will have the ultimate authority in the hiring and termination





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of all licensed clinic staff.  DOCTOR also has the right to request COMPANY to
replace any COMPANY personnel assigned to the clinic.  This Agreement shall in
no way be construed to mean or suggest that COMPANY is engaged in the practice
of medicine.

                                  ARTICLE III
                             COVENANTS OF  COMPANY

         3.1     LEASED PREMISES AND EQUIPMENT.  COMPANY shall, at Company's
expense, provide to DOCTOR the Locations and all equipment that is deemed by
the parties hereto to be reasonably necessary and appropriate for the provision
of Professional Services at the Locations.

         3.2     RETENTION OF TITLE.  DOCTOR shall have access to and use of
the Locations and all equipment located therein throughout the Term provided,
however, that title to the Locations and all equipment other than items placed
in the Locations by DOCTOR shall at all times, be and remain in COMPANY, or if
applicable, the entity from which COMPANY leases the Locations and/or
equipment.

         3.3     REPAIR AND MAINTENANCE.  COMPANY shall be responsible for the
repair and maintenance of the Locations, and for the repair, maintenance, and
replacement of all equipment located at the Locations, as well as other
obligations under the Lease Agreement regarding the Locations comparable to the
effective date hereof.

         3.4     ADDITIONAL EQUIPMENT.  Should DOCTOR, from time to time during
the Term request COMPANY to provide additional patient care equipment, office,
or other equipment for use at the Locations or to replace used or obsolete
equipment, COMPANY and DOCTOR shall consult with each other on the matter.
Should COMPANY be unwilling or unable to provide such requested equipment,
DOCTOR may acquire and maintain such equipment and title to same shall be and
remain in DOCTOR, provided, however, that COMPANY agrees to provide and
maintain all equipment which is usual and customary in a facility similar to
the Locations, throughout the Term hereof.

         3.5     DISCLAIMER OF WARRANTY.  COMPANY MAKES NO WARRANTY, EITHER
EXPRESSED OR IMPLIED, WITH RESPECT TO THE LOCATIONS, PREMISES OR ANY EQUIPMENT
PROVIDED BY COMPANY PURSUANT TO THIS AGREEMENT, AND ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY
DISCLAIMED.

         3.6     ASSUMPTION OF EQUIPMENT LEASES.   COMPANY will assume the
leases stipulated on SCHEDULE A attached hereto from Fairmont Family Practice,
P.A.  Such assumption will be subject to the conditions stipulated by
respective Leasing Company's.

         3.7     UTILITIES AND RELATED SERVICES.  COMPANY shall, at COMPANY'S
expense arrange for and shall timely pay when due all charges relating to the
provision of necessary





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electricity, gas, water, telephone, sewage, cleaning and decorating (interior
and exterior), pest extermination, heating and air-conditioning maintenance,
and similar services reasonably necessary and appropriate for the provision of
Professional Services at the Locations.

          3.8    SUPPLIES.  COMPANY shall obtain and provide, in its name and
for its own account, all reasonable patient care, office, and other supplies,
and shall ensure that the Leased Premises are at all times adequately stocked
with such supplies as are reasonably necessary and appropriate for the
provision of Professional Services at the Leased Premises.  Patient care
supplies shall be provided in accordance with the specifications of DOCTOR with
respect to brand names, dosages, quantities and other specifications.

         3.9     WASTE DISPOSAL.  COMPANY shall, at Company's expense, arrange
for the proper disposal of all medical and non-medical wastes generated by
DOCTOR.  Such waste disposal shall include disposal of any Bio-hazardous waste
and any other medical waste that requires special disposal, provided that all
Physicians and non-physician personnel employed by DOCTOR comply with all
guidelines established by COMPANY for waste disposal.  DOCTOR shall at all
times comply with guidelines set forth by COMPANY for all waste disposal,
including the disposal of sharps, bio-hazardous waste and any other waste
products.  DOCTOR shall also comply with any guidelines set forth by COMPANY
with respect to the operation and maintenance of any equipment or other item
that has environmental law implications.

         3.10    SUPPORT SERVICES.  COMPANY, at COMPANY's expense, shall
arrange for the provision of all laundry, linen, printing, stationery, forms,
postage, duplication or photocopying services, patient record transcribing
services, and other similar support services as are reasonably necessary and
appropriate for the provision of  Professional Services.

         3.6     LICENSES AND PERMITS.  COMPANY shall, at COMPANY's expense and
on behalf of and in the name of DOCTOR, coordinate all development and planning
processes, and apply for and use COMPANY'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.

         3.7     PERSONNEL.

                 3.7.1    PROVISION OF COMPANY PERSONNEL.  COMPANY shall employ
         or otherwise retain, at Company's expense, and shall be responsible
         for selecting, training, supervising, and terminating all management,
         administrative, clerical secretarial bookkeeping, accounting, payroll,
         billing and collection, and other non- professional personnel as
         COMPANY deems reasonably necessary and appropriate for COMPANY's
         performance of its duties and obligations under this Agreement.
         COMPANY shall have the sole responsibility for determining the
         salaries and fringe benefits of personnel retained by COMPANY, for
         paying such salaries and providing such fringe benefits, or for





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         withholding, as required by law, any sums of income tax, unemployment
         insurance, social security, or any other withholding pursuant to any
         applicable law or governmental requirement.

                 3.7.2    NON-EXCLUSIVITY.  In recognition of the fact that the
         personnel retained by COMPANY to provide services pursuant to this
         Agreement may from time to time perform services for others, this
         Agreement shall not prevent COMPANY from performing such services for
         others or restrict COMPANY from using its personnel to provide
         services to others, provided such activity does not cause any material
         detriment to DOCTOR.  In recognition of the professional obligations
         of DOCTOR, DOCTOR shall have the right and obligation to retain, at
         DOCTOR's expense, any additional professional or other personnel as
         DOCTOR deems necessary or appropriate for the provision of health care
         services.

                 3.7.3    EQUAL EMPLOYMENT OPPORTUNITY.  COMPANY shall abide
         and provide assistance to DOCTOR, and abide by any and all applicable
         federal and/or State equal employment opportunity statutes, rules, and
         regulations, including, without limitation, Title VII of the Civil
         Rights Act of 1964, the Equal Employment Opportunity Act of 1972, the
         Age Discrimination in Employment Act of 1967, the Equal Pay Act of
         1963, the National Labor Relations Act, the Fair Labor Standards Act,
         the Rehabilitation Act of 1973, and the Occupational Safety and Health
         Act of 1970, all as may from time to time be modified or amended.

                 3.7.4    LABOR REPORTS.  COMPANY shall appropriately prepare,
         maintain, and file all requisite reports and statements regarding
         income tax withholdings, unemployment insurance, social security,
         workers' compensation, equal employment opportunity, or other reports
         and statements required with respect to personnel provided by COMPANY
         or DOCTOR pursuant to this Agreement.

         3.8     CONSULTANTS.  COMPANY shall render such business and financial
management, consultation, and advice as may from time-to-time be requested by
DOCTOR's connection with the business operations of DOCTOR and DOCTOR's
provision of Professional Services.  In addition, COMPANY shall make available
to DOCTOR, for consultation and advice, to the extent available and as
reasonably necessary, COMPANY's specialists in such areas as accounting,
auditing, budgeting, medical practice management, finance, law, government
programs, housekeeping, insurance, management development, patient records,
nursing, recruitment, quality assurance, systems and procedures, and third
party reimbursement.

         3.9     CONTRACT NEGOTIATIONS.  Upon the request of DOCTOR, COMPANY
shall advise with respect to and negotiate on Doctor's behalf, all contractual
arrangements with third parties as are reasonably necessary and appropriate for
DOCTOR's provision of Professional Services, including, without limitations
negotiated price agreements with third party payers, managed care providers, or
the purchasers of group health care services.





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         3.10    MARKETING,.  In accordance with applicable law and ethical
standards and restrictions, COMPANY shall establish and implement a marketing
and public relations program promoting DOCTOR'S provision of Professional
Services to the general public and to other health care professionals and
suppliers.  In connection with such marketing program and in accordance with
applicable law and ethical standards and restrictions, COMPANY shall establish
signs on or about the Facility identifying the operations of the Facility and
the provision of Professional Services therein.  COMPANY shall implement all
marketing programs at the direction of DOCTOR.

         3.11    LICENSE TO USE TRADE NAMES AND TRADEMARKS OF COMPANY.
COMPANY, at some time in the future may grant to DOCTOR, but only subject to
the terms and conditions of this Agreement, a license to use certain names in
connection with the provision of Professional Services in combination with such
color schemes, patterns, appearances, characteristics and words as are
specifically approved by COMPANY.  DOCTOR'S use of any trademarks, trade names,
service marks, insignia, slogans, emblems, symbols, designs or other
identifying characteristics owned by or associated with COMPANY or any of its
subsidiaries or affiliates (collectively, "COMPANY Marks") shall be subject to
the prior written approval of COMPANY.  DOCTOR acknowledges that such names and
COMPANY Marks have acquired a secondary meaning in connection with COMPANY's
operations.  DOCTOR may also apply to COMPANY for permission to use any other
COMPANY Marks which permission may or may not be granted in the absolute
discretion of COMPANY.  The use of any COMPANY Marks in any signs, advertising
or any promotional material shall be subject to the prior approval of COMPANY.

         The restrictions imposed hereunder shall extend to all other COMPANY
all licensed to DOCTOR by COMPANY.  Except as specifically authorized by this
Agreement, DOCTOR will not use COMPANY Marks nor use, imitate or infringe upon
any of the foregoing in whole or in part.  On the termination of this Agreement
for whatever cause, including COMPANY's breach DOCTOR shall forthwith, at its
expense, make whatever changes may be necessary in any signs, advertising and
promotional material in order to comply with the provisions of this Section and
cease using the name and any COMPANY Marks.  DOCTOR's covenants under this
Section are unconditional and in no way dependent upon the performance of
COMPANY of any of its agreements hereunder.

         DOCTOR will always acknowledge and recognize both before and after the
expiration of this Agreement the exclusive right of COMPANY to use or to grant
to others the right or license to use, whether separately or as a part of or in
connection with other words, any COMPANY Mark.  If DOCTOR utilizes any COMPANY
Mark, DOCTOR shall take all actions which are necessary to maintain COMPANY's
good will and reputation or cease utilizing, at COMPANY's demand, the name and
any and all COMPANY Marks.

         3.12    BILLING AND COLLECTION.  On behalf of DOCTOR and for the
purpose depositing all receipts arising from DOCTOR's patient activities,
COMPANY shall maintain a DOCTOR'S lockbox account . Such DOCTOR'S account will
be under the COMPANY NAME and be





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operated by COMPANY.  COMPANY shall establish and maintain credit and billing
and collection policies and procedures, and shall use COMPANY's best efforts to
timely bill and collect all professional and other fees for all billable
Professional Services provided by DOCTOR, it being understood, however that
DOCTOR, in his sole discretion shall establish the fees for all billable
Professional Services provided by DOCTOR.  DOCTOR shall timely advise COMPANY
of any changes in DOCTOR'S fee schedule to permit COMPANY to implement such
changes.  In connection with this Section 3.12 and throughout the Term, DOCTOR
hereby grants a special power of attorney to and appoints COMPANY as DOCTOR's
true and lawful agent and attorney-in-fact, and COMPANY hereby accepts such
special power of attorney and appointment, for the following purposes:

                 3.12.1    To bill DOCTOR'S patients, in DOCTOR'S name and on
         DOCTOR'S behalf for billable Professional Services provided by DOCTOR.

                 3.12.2   To bill, in DOCTOR'S name and on DOCTOR'S behalf, all
         claims for reimbursement or indemnification from Blue Shield/Blue
         Cross, Medicare, Medicaid and all other third party payers for covered
         billable Professional Services provided by DOCTOR.

                 3.12.3   To collect and receive, in DOCTOR'S name and on
         DOCTOR'S behalf, all accounts receivable generated by such billings
         and claims for reimbursement or indemnification, and to deposit all
         amounts collected in the DOCTOR'S Account, which account shah be and
         remain in COMPANY'S name.  In connection herewith, DOCTOR covenants to
         transfer and deliver to COMPANY all funds received by DOCTOR from
         patients or third party payers for Professional Services unless
         otherwise provided for within this agreement.  Upon receipt by COMPANY
         of any funds from patients or third party payers or from DOCTOR
         pursuant hereto for Professional Services, COMPANY shall deposit same
         into the DOCTOR'S Account.

                 3.12.4    To take custody of, endorse in the name of  DOCTOR,
         and deposit into the DOCTOR'S Account any notes, checks, money orders,
         insurance payments, and any other instruments received in payment of
         the accounts receivable for Professional Services.

                 Upon request of COMPANY, DOCTOR shall execute and deliver to
         COMPANY or the financial institution wherein the DOCTOR'S Account is
         maintained, such additional documents or instruments as may be
         reasonably necessary to evidence or effect the special power of
         attorney granted to COMPANY by DOCTOR and the conditions pursuant to
         this Section 3.11 or pursuant to Section 3.12 hereof

         3.13    DOCTOR'S ACCOUNT.  COMPANY shall operate the DOCTOR'S Account
for the purpose's stated herein.  In connection herewith and throughout the
Term, DOCTOR hereby appoints COMPANY as DOCTOR'S true and lawful agent and
attorney-in-fact, and grants COMPANY a special power of attorney and COMPANY
hereby accepts such special power of





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attorney and appointment, to deposit in the DOCTOR'S Account all funds, fees,
and revenues generated from the provision of Professional Services and
collected by COMPANY, and to make withdrawals and sign checks for disbursements
from DOCTOR'S Account..  DOCTOR shall execute any and all additional documents
required by the bank where the DOCTOR'S Account is held to effectuate the power
of attorney and conditions of the account granted herein.  Notwithstanding the
limited power of attorney granted to COMPANY hereunder.  COMPANY shall furnish
to DOCTOR, on a monthly basis, its normal Cash Receipts and Disbursements
Report.

                 3.13.1   CASH FLOW AND FUNDING.    COMPANY will provide to
         DOCTOR a line of Credit in the amount of $______________ interest free
         , to be made available upon execution of this agreement and the
         execution of a signed note by the DOCTOR.  Loan will be all due and
         payable within the first Twelve Months (12) months of the term of the
         FULL SERVICE FACILITY AND MANAGEMENT AGREEMENT or upon its
         termination., COMPANY will take a security interest in the Accounts
         Receivable of DOCTOR as evidenced by a signed Security Interest by
         DOCTOR and the filing of a signed UCC form.

                 COMPANY all provide the necessary cash flow of the DOCTOR to
         allow for payment of all  DOCTOR monthly expenses during the term of
         this agreement in addition to the monthly sum of  Twelve Thousand
         Dollars ($ 12,000.00) to DOCTOR, as per section  3.13.1, for a period
         of Three Months.

                 3.13.2   COLLECTION GUARANTEE.  COMPANY guarantees that it
         will collect 80 % of all billings, including adjustments and excluding
         any workers compensation non compensation or personal liability
         accounts, within ninety (90) days from insurance claim submission
         date.  COMPANY will fund any exception occasioned by their failure to
         perform to this guarantee.

         3.14    FISCAL MATTERS.

                 3.14.1   PURCHASE OF EQUIPMENT.  COMPANY will purchase the
         physical assets of Fairmont Family Practice , P.A. as stipulated on
         SCHEDULE B , attached hereto.  Such purchase will be evidenced by a
         bill of sale for the sum of Seventy Five Thousand Dollars and no cents
         ($75,000.00) payable upon delivery and possession by company . This
         purchase commitment is subject to the execution of this agreement.

                 3.14.2   ACCOUNTING AND FINANCIAL RECORDS.  COMPANY shall
         establish and administer accounting procedures, controls, and systems
         for the development, preparation, and safekeeping of records and books
         of account relating to the provision of Professional Services at the
         Leased Premises, all of which shall be prepared and maintained in
         accordance with generally accepted accounting principles consistently
         applied on a cash basis COMPANY shall prepare and deliver to DOCTOR
         such other financial statements





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         or records as COMPANY may from time to time deem appropriate or DOCTOR
         may reasonably from time-to-time request.

                 3.14.3   ACCESS.  DOCTOR shall have the right at all
         reasonable times during normal business hours to audit, examine, and
         make copies of books of account maintained by COMPANY pursuant to this
         Agreement.  COMPANY shall maintain such records for DOCTOR's access
         upon request for a period of four (4) years following the Term hereof.

         3.15    REPORTS AND RECORDS.

                 3.15.1   PATIENT RECORDS.  COMPANY shall establish monitor,
         and maintain procedures and policies for the timely filing and
         maintenance of all patient records generated by DOCTOR in connection
         with DOCTOR'S provision of Professional Services.  All patient records
         shall be treated in accordance with all applicable State and federal
         laws relating to the confidentiality of patient records.  All patient
         records shall be the property of, maintained by, and in the custody of
         DOCTOR, but DOCTOR expressly agrees that COMPANY shall have access to
         such patient records, at all reasonable times during normal business
         hours, to the extent necessary for COMPANY to fulfill its obligations
         under this Agreement and that COMPANY, to the extent lawfully
         permitted, shall have access to such patient records, for the purpose
         of making necessary copies, in the event this Agreement is terminated.
         COMPANY shall maintain the confidentiality of all patient records in
         accordance with all applicable laws and shall establish written
         policies and procedures for such which are to be approved by DOCTOR
         for the protection of confidential information.

                 3.15.2   REPORTS AND RECORDS.  COMPANY shall timely create,
         prepare, and file such additional reports and records as are
         reasonably necessary and appropriate hereunder, and shall analyze and
         interpret such reports and records upon DOCTOR's request.

         3.16    LEGAL ACTIONS.  As requested by DOCTOR, COMPANY shall advise
and assist DOCTOR in instituting or defending, in the name of DOCTOR, all legal
actions or proceedings by or against third parties arising out of DOCTOR'S
provision of Patient Care Service, including, without limitation, those actions
to collect fees for billable Professional Services or other billable services
provided to patients by DOCTOR, and those actions necessary for the protection
and continued operation of DOCTOR.

         3.17    INDEMNIFICATION BY COMPANY.    DOCTOR, its officers, its
employees, and its agents will incur no liability in connection with the
conduct of  COMPANY prior to the effective date of this Agreement.
Accordingly, COMPANY shall and hereby does indemnify, hold harmless, and agrees
to defend DOCTOR and its officers, employees, and agents from and against any
claims, obligations, demands, causes of action, losses, liabilities, damages,
costs and expenses, including reasonable attorney's fees (collectively " Claims
") arising out of or connected with the conduct of COMPANY prior to the
effective date of this Agreement.





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         DOCTOR shall not, by entering into this Agreement and performing
hereunder, assume or become liable for any of the existing or future Claims
made against COMPANY.  COMPANY shall and hereby does indemnify, hold-harmless,
and agrees to defend DOCTOR, its officers, employees, and agents, from and
against any Claims arising out of or connected with the negligence or fault of
COMPANY, its employees, agents, contractors or performance of its obligations
within its scope of responsibility hereunder.

         If any Claim shall arise hereunder DOCTOR shall give prompt written
notice of such Claim to COMPANY; except that any delay or failure of notice
shall not relieve COMPANY of the obligations hereunder except to the extent
such delay has materially prejudiced COMPANY.

         3.18    COMPANY'S EXPENSES.    COMPANY shall be solely responsible and
obligated to pay all reasonable direct and indirect expenses of operating each
Location other than DOCTOR's Expenses as defined herein.

         3.19    PATIENT SATISFACTION QUALITY ASSURANCE.  COMPANY shall
implement and maintain a patient service satisfaction measurement system
whereby data will be sought from all patients on a consistent basis to
determine the level of patient satisfaction with regard to: Maintenance of
Facility, Professional and Courteous service by company provided personnel
regarding : Patient scheduling , Patient Insurance Billing Assistance and
whether the patient would recommend to others to seek medical attention on the
basis of these issues.  It is intended to maintain a 75 % patient satisfaction
rating at all times.

                                   ARTICLE IV
                              COVENANTS OF DOCTOR

         4.1     ORGANIZATION/OPERATION.  DOCTOR, is a duly licensed Medical
Doctor and shall at all times during the Term (1) be and remain legally
organized to provide Professional Services in a manner consistent with all
State and federal laws (ii) be duly authorized to conduct business in the State
of Texas; and (iii) have and maintain a physician to provide Professional
Services in the Leased Premises and all other locations of Doctor who shall (a)
hold a valid and unlimited license to practice medicine in the State of Texas ,
and (b) be engaged principally in the provision of Professional Services at
each such location.

         4.2     PROFESSIONAL PERSONNEL OF DOCTOR.  DOCTOR shall employ, at
DOCTOR's expense, all licensed health care personnel, including physicians,
nurses, vocational nurses and physician assistants, as DOCTOR deems reasonably
necessary and appropriate for DOCTOR's operation of his practice and provision
of Professional Services each of whom shall be subject to the applicable
provisions of this Agreement (collectively, "Professional Personnel").  DOCTOR
shall have the sole responsibility for paying the salaries and fringe benefits
of all such personnel, and the sole responsibility to withhold, as required by
law, any sums for income tax, unemployment insurance, social security, or any
other withholding pursuant to any applicable law or government requirements
(collectively, "Professional Compensation").  COMPANY shall, in





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the name of and on behalf of DOCTOR, establish and administer (out of funds
available in the DOCTOR'S Account) the compensation with respect to, such
professional personnel and, on behalf of DOCTOR and out of funds available in
the DOCTOR'S Account, ensure that proper tax withholdings from such
compensation are made and timely remitted to the appropriate governmental
entities.  Each physician retained by DOCTOR shall at all times hold and
maintain a valid and unlimited license to practice in the State of Texas.
DOCTOR shall enter into and maintain with each such physician a written
agreement which shall include, without Limitation, the provisions of Section
4.3 hereof.

         4.3     SPECIAL CONSIDERATION/DAMAGES.  DOCTOR hereby recognizes and
acknowledges that COMPANY Will incur substantial costs in providing any Leased
Premises, equipment supplies, support services, personnel, marketing,
management, administration, and other items and services that are the subject
matter of this Agreement.  Accordingly, DOCTOR covenants and agrees that DOCTOR
and all of its personnel shall devote their best efforts to the success of
DOCTOR's practice and the provision of Professional Services by DOCTOR.

         DOCTOR shall continuously and uninterruptedly, during the term hereof
during all business hours and on such days as businesses of like nature in the
area are open for business, provide services in a manner calculated to produce
the maximum volume of revenue which is consistent with the professional
obligation of DOCTOR and in the best interest of DOCTOR's patients.  DOCTOR
shall cause the work load, patient load and surgical criteria for each of its
Professional Personnel to remain substantially the same as their historical
practice during the immediate past one year.

         During the Term hereof and for a period of five (5) years thereafter,
except as may be required by law, DOCTOR and its employees, agents, directors,
officers, shareholders and partners shall not disclose, immediate or disclose
to, or use for the direct or indirect benefit of any other person or entity any
confidential information regarding COMPANY's business methods, business
policies, procedures, techniques, or trade secrets or other knowledge or
processes developed by COMPANY or any other confidential information relating
to or dealing with the business operations or activities of COMPANY, made known
to DOCTOR or learned or acquired by DOCTOR hereunder.

         If any restriction contained in this Section 4.3 is held by any court
to be unenforceable or unreasonable, a lesser restriction shall be enforced in
its place and the remaining restrictions set forth herein shall be enforced
independently of each other.

         4.4     DOCTOR'S INSURANCE.  DOCTOR shall provide, obtain, and
maintain throughout the Term appropriate workers' compensation insurance
coverage for DOCTOR'S employed personnel and shall carry professional Liability
insurance covering DOCTOR and all of DOCTOR'S physician Professional Personnel
in the minimum amount of Two Hundred Thousand Dollars ($200,000) for each
occurrence and Six Hundred Thousand Dollars ($600,000) annual aggregate, and
such amounts as may be reasonable for all other Professional Personnel
(collectively,





                                      -13-
<PAGE>   14
"Professional Insurance").  Such professional insurance policy or policies
maintained by DOCTOR shall include COMPANY as additional insured, if permitted
by the insurer.  DOCTOR shall provide to COMPANY a certificate of insurance
evidencing such coverage on an annual basis.  The insurance policy or policies
shall provide for at least thirty (30) days advance written notice to DOCTOR
from the insurer as to any alteration of coverage, cancellation, or proposed
cancellation of coverage for any cause.  The certificate of insurance shall
require such notice to also be given to COMPANY.  DOCTOR shall notify COMPANY
of all legal actions or proceedings instituted by or against DOCTOR arising out
of or related to DOCTOR'S operation of a medical practice.

         4.5     INDEMNIFICATION BY DOCTOR. COMPANY, its officers, its
employees, and its agents will incur no liability in connection with the
conduct of DOCTOR prior to the effective date of this Agreement.  Accordingly,
DOCTOR shall and hereby does indemnify, hold harmless, and agrees to defend
COMPANY and its officers, employees, and agents from and against any claims,
obligations, demands, causes of action, losses, liabilities, damages, costs and
expenses, including reasonable attorney's fees (collectively "Claims) arising
out of or connected with the conduct of DOCTOR prior to the effective date of
this Agreement.

         COMPANY shall not, by entering into this Agreement and performing
hereunder, assume or become liable for any of existing or future Claims made
against DOCTOR, DOCTOR shall and hereby does indemnify, hold harmless, and
agrees to defend COMPANY, its officers, employees, and agents, from and against
any Claims arising out of or connected with the negligence or fault of DOCTOR,
its employees, agents, contractors or DOCTOR's performance of its obligations
hereunder.

         If any Claim shall arise hereunder COMPANY shall give prompt written
notice of such Claim to DOCTOR, except that any delay or failure of notice
shall not relieve DOCTOR of the obligations hereunder except to the extent such
delay has materially prejudiced DOCTOR.

         4.6     DOCTOR'S EXPENSES.  DOCTOR shall be solely responsible and
obligated to pay only the reasonable Professional Compensation including the
compensation benefits and employer costs associated with all Physicians and
other licensed health care employees, and Professional Insurance expenses
associated with the Professional Personnel including malpractice and general
liability, retained by DOCTOR in addition to such other expenses as may be
mutually agreed to by the parties hereto (collectively, "DOCTOR's Expenses").

         4.7     EQUIPMENT.  DOCTOR hereby represents and warrants that
sufficient equipment currently exists at each Location as may be required to
provide Professional Services of the type and volume currently provided by
DOCTOR as of the effective date of this Agreement and will treat same with
appropriate care.





                                      -14-
<PAGE>   15
                                   ARTICLE V
                                 MANAGEMENT FEE

         5.1     AMOUNT OF MANAGEMENT FEE.  DOCTOR and COMPANY mutually
recognize and acknowledge that COMPANY will incur substantial costs in
arranging for Doctor's use of the Locations and in providing the equipment,
support services, personnel, marketing office space, management,
administration, and other items and services that are subject matter of this
Agreement.  DOCTOR and COMPANY further recognize that certain of such costs and
expenses can vary to a considerable degree, according to the extent of DOCTOR's
business and services.  Furthermore, DOCTOR and COMPANY agree that it will be
impracticable to ascertain and segregate all of the exact costs and expenses
that will be incurred by COMPANY from time to time in performance of his
obligations under ties Agreement.  However, it is the intent of the parties
that the fees paid to COMPANY be reasonable and approximate its costs and
expenses, plus a reasonable return, considering the investment and risk taken
by COMPANY and the value of the services provided by COMPANY.  DOCTOR agrees to
pay a Management Fee to COMPANY in an amount equal to Fifty percent (50 %) of
monthly collected revenue.. An amount equal to THOUSAND AND 00/100 DOLLARS
($3,000) each year is specifically designated for the provision of data
processing and other taxable services.

         For purposes hereof, "Revenues Collected" shall be defined as an
amount equal to the total of any monies received from patients, and/or
third-party payers and deposited in the DOCTOR's account, less any refunds,
during any given twelve month or agreement anniversary date.  It is expressly
understood and agreed by COMPANY that all collected revenues and associated
expenses connected with DOCTORS Medical Directorship fees, IPA bonus and
Emergency Room fee's are excluded from this agreement and not subject to a
management fee

         Either party, not more than four times in any twelve month period,
upon giving notice to the other party hereto shall have the right to inspect
the records of DOCTOR to ascertain and audit Revenues Collected, DOCTOR's
Expenses, and COMPANY's Expenses, subject to patient confidentiality laws. If
the audit or examination discloses that the Management Fee was incorrectly
computed or any expense improperly classified, the parties shall within twenty
(20) days of such determination reconcile the difference by a cash payment to
the applicable party.  In all events, a reconciliation of the preceding year
shall occur following the preparation of annual financial statements.

         5.2   PAYMENT OF MANAGEMENT FEE.  Will  be paid in full by the 7th day
of the month following each month during the Term of this Agreement.

         Payment of the Management Fee is not intended to be, and shall not be,
interpreted or applied as permitting COMPANY to share in DOCTOR's fees for
Professional Services or any other services, but is acknowledged as the
parties' negotiated agreement as to the reasonable, fair market value of the
equipment, support, services, personnel, marketing, office space, management,
administration, and other items and services furnished by COMPANY pursuant to





                                      -15-
<PAGE>   16
this Agreement, considering the nature and volume of the services required and
the risks assumed by  COMPANY.

                                   ARTICLE VI
                              TERM AND TERMINATION

         6.1     INITIAL AND RENEWAL TERMS.  This Agreement shall be effective
as October 1, 1996 for a period of five (5) years therefrom.

         6.2     TERMINATION.  This Agreement may be terminated upon the first
to occur of any of the following events.

                 6.2.1    TERMINATION BY AGREEMENT.  In the event DOCTOR and
         COMPANY shall mutually agree in writing, this Agreement may be
         terminated on the date specified in such written  agreement.

                 6.2.2    OPTIONAL TERMINATION.  COMPANY or DOCTOR may, with or
         without cause, provide thirty (30) days written notice during the
         first Six (6) months of this agreement without penalty or restriction.
         Thereafter (30) day written notice of Termination may be given by
         DOCTOR to COMPANY provided if after:

                          a.      the first annual twelve month period of this
                 agreement such notice is given by DOCTOR, DOCTOR agrees to pay
                 the COMPANY an amount equal to One hundred percent (I 00 %) of
                 Forecasted annual collected revenue of DOCTOR based on the
                 prior twelve month billing and collection history.

                          b.      twenty-four (24) months of this agreement
                 such notice is given, by DOCTOR , DOCTOR agrees to pay the
                 COMPANY an amount equal to Seventy Five Percent (75 %) of
                 DOCTOR'S collected revenue received by and on behalf of , the
                 DOCTOR, during the immediate prior Twelve month (1 2) period .

                          c.      thirty-six (36) months of this agreement such
                 notice is given by DOCTOR, DOCTOR agrees to pay the COMPANY an
                 amount equal to Fifty Percent (50 %) of the DOCTOR'S collected
                 revenue received by and on behalf of, the DOCTOR, during the
                 immediate prior twelve month (1 2) period.

                          d.      forty-eight (48) months of this agreement
                 such notice is given by DOCTOR, DOCTOR agrees to pay the
                 COMPANY an amount equal to Twenty Five Percent (25 %) of the
                 DOCTOR'S collected revenue received by and on behalf of , the
                 DOCTOR, during the immediate prior twelve month (12) period.

                 6.2.3    DAMAGES OR CONDEMNATION OF PREMISES.  In the event
         the Leased Premises are totally or substantially destroyed by fire,
         explosion, flood, windstorm, hail,





                                      -16-
<PAGE>   17
         earthquake, or other casualty or act of God, and the owner landlord of
         the Leased Premises decides not to repair or rebuild the Leased
         Premises, or in the event all or a substantial portion of the Leased
         Premises and the Facility are taken or are to be taken by condemnation
         or eminent domain proceeding, then either party may by written notice
         (sent within thirty (30) days of such event) to the other terminate
         this Agreement if suitable alternative premises cannot be secured
         within sixty (60) days.  In the event the owner/landlord of the Leased
         Premises decides to repair or rebuild the Leased Premises to their
         original size and condition, the Management Fee and the duties and
         obligations of COMPANY and DOCTOR hereunder shall abate until such
         time as the Leased Premises are suitable for COMPANY and DOCTOR to
         resume their respective duties and obligations hereunder.

                 6.2.4    BANKRUPTCY. In the event that either party becomes
         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 immediately terminate this Agreement.

                 6.2.5    SPECIFIC DOCTOR BREACHES.  At COMPANY's option, in
         the event of Dr. John  Kirkwood shall die or be involuntarily inducted
         into the active military services of the United States, (ii) DOCTOR or
         any physician employed or retained by DOCTOR shall fail by omission or
         commission in any substantial manner to provide Professional Services
         in a competent manner, (iii) DOCTOR shall fail to meet any of the
         qualifications set forth in Section 4.1 hereof, (iv) Dr. license to
         practice medicine is revoked, suspended, canceled or limited in any
         manner, (v) Dr. John Kirkwood convicted of a felony or any crime of
         moral turpitude, or (vi) Dr. John Kirkwood or shall fail to comply
         with the terms of his Employment Contract of even date herewith, then
         COMPANY may by written notice to DOCTOR immediately terminate this
         Agreement.

                 6.2.6    COMPANY BREACHES.  At DOCTOR's option, in the event
         COMPANY fails to make timely payments of the obligations it has
         undertaken, (ii) fails or refuses to account to DOCTOR for collection
         on amounts for services rendered, or (iii) is in default of any
         material obligations having an impact upon DOCTOR, then DOCTOR may by
         written notice to COMPANY terminate this Agreement if COMPANY has
         failed to cure such default within thirty (30) days of DOCTOR's
         written notice of such violation, provided if such breach cannot by
         its nature be reasonably cured within thirty (30) days then COMPANY
         shall have such time as may be reasonable to cure the breach.





                                      -17-
<PAGE>   18
                 6.2.7   ACTION BY BOARD OF MEDICAL EXAMINERS OR OTHER AUTHORITY
         WITH LEGAL JURISDICTION.  "While both parties believe that this
         Agreement is in full compliance with the Texas Medical Practice Act,
         the interpretation of the Act may be subject to change.  In the event
         the Board of Medical Examiners for the State or other authority with
         legal jurisdiction shall, solely by virtue of this Agreement, initiate
         an action to revoke the license of any physician retained by DOCTOR to
         practice medicine in the State, DOCTOR may, by written notice to
         COMPANY, immediately request that the Agreement be amended in a
         mutually acceptable manner.  Any amendment shall be made in the lawful
         manner which results in the least changes to the parties' expectations
         hereunder.  In the event the offending- provisions of the Agreement
         cannot be cured as to the legality of such provisions to the
         satisfaction of both parties, then either party may terminate this
         Agreement upon ten (10) days written notice, and such termination
         shall be conducted as set forth in Section 3 of the Master Agreement. 
         In the event the Board of Medical Examiners shall, on any other
         grounds, including, without limitation, improper medical practice or
         improper conduct by any physician retained by DOCTOR, restrict,
         suspend or revoke the license of such physician to practice medicine
         in the State, the COMPANY may, by written notice to DOCTOR,
         immediately terminate this Agreement.

                 6.2.8    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 (30) day period.

         6.3     EFFECTS OF TERMINATION.  Upon termination of this Agreement,
as herein above 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 or in those
collateral agreements of even date herewith that are expressly made to extend
beyond the Term, including, without limitation, indemnities, non-compete and
fees which provisions shall survive the expiration or termination of this
Agreement.  All outstanding fee's and loans owed by DOCTOR are to be paid prior
to the termination date.

         6.4     CONTINUED PROFESSIONAL SERVICES.  Following any notice of
termination hereunder, whether given by COMPANY or DOCTOR, DOCTOR and COMPANY
will fully cooperate with each other in all matters relating to the performance
or discontinuance of Professional Services, as appropriate, at the Locations by
DOCTOR and the orderly transition of patients.

         6.5     PATIENT SOLICITATION/COPIES OF MEDICAL RECORDS.  It is
expressly understood that patients reserve the fight to seek medical services
from the physician of their choice and as such all medical records are legally
the property of the patient.  In the event of termination it is agreed





                                      -18-
<PAGE>   19
that DOCTOR will advise all patients of their decision to cease to provide
medical services at all COMPANY provided clinics but will continue to provide
continued medical services at their new location.  It is further agreed that
such patient letters will clearly contain information informing the patient
that continued medical services will be available to them at the COMPANY clinic
site and as such it is at the discretion of the patient to determine whether to
continue under DOCTOR's care or to seek medical attention from the succeeding
physician made available to them at COMPANY clinic sites.

         In the event a patient elects to continue to receive medical attention
at the COMPANY clinic site all medical records will be made available to the
succeeding physician at no charge to patient or to succeeding physician.


                                  ARTICLE VII
                                 MISCELLANEOUS

         7.1     EXHIBITS, SCHEDULES AND OTHER INSTRUMENTS.  As used herein,
the expression "this Agreement" means the body of this Agreement and all
exhibits, certificates, and schedules- and the expressions " herein, " "
hereof, ' and " hereunder " and other words of similar import refer to this
Agreement and such exhibits, certificates, and schedules as a whole and not to
a particular part or subdivision thereof unless otherwise clearly indicated.

         7.2     INDEPENDENT RELATIONSHIP.  It is mutually understood and
agreed that DOCTOR and COMPANY, 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 COMPANY to exercise
control or direction of any nature, kind, or description over the manner or
method by which DOCTOR performs Professional Services.

         7.3     NOTICES.  Any notice, demand, or communication required,
permitted, or desired to be given shall be deemed effectively given (i) when
personally delivered, (ii) upon receipt when delivered by telephonic document
transfer, (iii) three (3) business days next following the day the notice is,
mailed by prepaid certified mail, return receipt requested, or (iv) the next
business day following deposit with a reputable overnight courier, addressed as
follows:

                          DOCTOR:          John  Kirkwood, D.O.

                          COMPANY:         Doctors Practice Management, Inc.
                                           4301 Vista Road
                                           Pasadena, Texas 77504





                                      -19-
<PAGE>   20
or to such other address, and to the attention of such other person or officer
as any party may designate, with copies thereof to the respective counsel
thereof as notified by such party.  Rejection or other refusal to accept or the
inability to deliver because of a changed address of which no notice was given
in accordance with the provisions hereof, shall be deemed to be receipt of the
notice sent.

         7.4     FEES AND COSTS.  In the event either party brings any action
for relief against the other, declamatory or otherwise, arising out of this
Agreement (including actions to enforce and interpret this Agreement), the
losing party shall pay to the prevailing party, in addition to any other relief
to which such party shall be entitled, a reasonable sum for attorneys fees
incurred in bringing such suit and/or enforcing any judgment granted therein,
all of which shall be deemed to have accrued upon the commencement of such
action and shall be paid whether or not such action is prosecuted to judgment.
Any judgment or order entered in such action shall contain a specific provision
providing for the recovery of attorney fees and costs incurred in enforcing
such judgment, in addition to any other relief to which such party shall be
entitled.

         7.5     CHOICE OF LAW AND VENUE.  THIS AGREEMENT HAS BEEN EXECUTED AND
DELIVERED IN AND SHALL BE INTERPRETED, CONSTRUED, ENFORCED AND GOVERNED BY AND
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND THAT THE COURTS OF THAT
STATE IN THE COUNTY OF HARRIS, AND THE UNITED STATES DISTRICT COURT FOR
SOUTHERN DISTRICT OF TEXAS SHALL BE THE EXCLUSIVE COURTS OF JURISDICTION AND
VENUE FOR ANY LITIGATION, SPECIAL PROCEEDING OR OTHER PROCEEDING AS BETWEEN THE
PARTIES THAT MAY BE BROUGHT, OR ARISE OUT OF, IN CONNECTION OR BY REASON OF
THIS AGREEMENT.  SELLER HEREBY CONSENTS TO THE JURISDICTION OF SUCH COURTS.

         7.6     ASSIGNMENT.  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 DOCTOR shall not assign,
transfer or pledge his rights and obligations under ties Agreement or
collaterally assign or hypothecate this agreement without the prior written
consent of  COMPANY.  COMPANY shall have the right to (i) assign its rights and
obligations hereunder to any affiliated 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 DOCTOR.  COMPANY must provide ten days prior written notice to DOCTOR prior
to assigning this Agreement but in no event will it terminate the sub contract
agreement with Management  Service Organization, Inc..

         7.7     WAIVER OF  BREACH.  The waiver by either party of a breach or
violation of any provision of this Agreement shall not operate as, or be
construed to constitute, a waiver of any subsequent breach of the same or
another provision hereof





                                      -20-
<PAGE>   21
         7.8     ENFORCEMENT.  All claims and disputes relating to this
Agreement shall be subject to confidential arbitration in accordance with the
National Health Lawyers Association ,Alternative Dispute Resolution Rules of
Procedure for Arbitration then obtaining and with individuals knowledgeable of
the medical industry serving as arbitrators.  Written notice of demand for
arbitration shall be filed with the other party to the Agreement and with the
National Health Lawyers Association in Washington, D.C., within a reasonable
time after the dispute has arisen.  In the event either party resorts to legal
action to enforce the arbitration results or any other provision of this
Agreement, the prevailing party shall be entitled to recover the costs of such
action so incurred, including, without limitations reasonable attorneys fees.

         7.9     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.  The term "person" when used herein shall mean an individual,
partnership, joint venture, corporation, trust, government entity, and
association.

         7.10    ADDITIONAL ASSURANCES.  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.

         7.11    CONSENTS, APPROVALS, AND EXERCISE OF DISCRETION.  Except as
may 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 in good faith.

         7.12    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.

         7.13    SEVERABILITY.  In the event any provisions of this Agreement
is held to be invalid, illegal, or unenforceable for any reason and in any
respect, if the extent of such invalidity, legality or unenforceability does
not destroy the basis of the bargain herein such invalidity, illegality, or
unenforceability shall in no event affect, prejudice, or disturb the validity
of the remainder of this Agreement, which shall be in full force and effect,
enforceable in accordance with its term-is as if such provisions had not been
included, or had been modified as provided below, as the case may be.  To carry
out the intent of the parties hereto as fully as possible, the invalid, illegal
or unenforceable provision(s), if possible, shall be deemed modified to the
extent necessary and





                                      -21-
<PAGE>   22
possible to render such provision(s) valid and enforceable.  In the event this
Agreement cannot be modified to the satisfaction of the parties hereto, then
either party may terminate this Agreement upon ten (10) days written notice.

         7.14    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.

         7.15    AMENDMENTS AND AGREEMENT.  This Agreement and amendments
thereto shall be in writing and executed in multiple copies on behalf of DOCTOR
by its duly authorized representative and on behalf of COMPANY by its duly
authorized representative.  Each multiple copy shall be deemed an original, but
all multiple copies together shall constitute one and the same instrument.

         7.16    TIME OF  ESSENCE.  Time shall be of the essence with respect
to this Agreement.

         7.17    ENTIRE AGREEMENT/AMENDMENT.  This Agreement and collateral
agreements of even date herewith supersede all previous agreements (written or
oral), and constitutes the entire agreement of whatsoever kind or nature
existing between or among the parties respecting the within subject matter and
no party shall be entitled to benefits other than those specified herein.  As
between or among the parties, no oral statements or prior written material not
specifically incorporated herein shall be of any force and effect, 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.  All prior representations or agreements, whether
written or verbal, not expressly incorporated herein are superseded.  This
Agreement may not be amended, supplemented, canceled or discharged except by
written instrument executed by all parties hereto.  This Agreement may be
executed in two or more counterparts, each and all of which shall be deemed an
original and all of which together shall constitute one instrument.  It shall
not be necessary that the signatures of all of the parties appear on each
counterpart; it shall be sufficient that the signature of each party appear on
one or more counterparts.

         7.18    RULES OF CONSTRUCTION.  The parties acknowledge that each
party and its counsel have reviewed and revised this Agreement, and the parties
hereby agree that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement or any amendments or exhibits,
certificates and schedules hereto.  The term " include " or " including " shall
mean without Mutation by reason of enumeration.  All references in this
Agreement to Dollars or monetary payment shall be deemed to refer to U.S.
Dollars.

         7.19    REPRODUCED COPIES OF DOCUMENTS.  This Agreement and all
documents relating hereto other than promissory notes, including without
limitations (a) consents, waivers, and modifications which may hereinafter be
executed, (b) documents received by any party at the Closing, (c) financial
statements, certificates and other information previously or hereafter





                                      -22-
<PAGE>   23
furnished, may be reproduced by any means or process including electronic or
mechanical means.  Any reproduction shall be admissible into evidence as the
original itself in any Litigation without regard to whether the original is in
existence.  If a party signs this Agreement and then transmits an electronic
facsimile of the signature page the recipient may rely upon the electronic
facsimile as a signed original of ties Agreement without modification or change
unless same is noted thereon.

         7.20    THIRD PARTIES.  None of the provisions of this Agreement shall
be for  the benefit of third parties or enforceable by any third party except
as otherwise contained herein.  Any agreement to pay an amount and any
assumption of a liability herein contained, expressed or implied, shall only be
for the benefit of the parties hereto and such agreement or assumption shall
not inure to the benefit of the any third party, including an obligee.

         IN WITNESS WHEREOF, DOCTOR AND COMPANY HAVE EXECUTED THIS AGREEMENT IN
MULTIPLE ORIGINALS AS OF THE DATE WRITTEN ABOVE.

DOCTOR:



By:   /s/ John Kirkwood,
    ------------------------------
     John  Kirkwood, D.O.



COMPANY:
DOCTORS  PRACTICE MANAGEMENT, INC.



By:  /s/ Chiu M. Chan
    ------------------------------
    Chiu M. Chan, President





                                      -23-
<PAGE>   24
                                   SCHEDULE A

                                EQUIPMENT LEASES





                                      -24-
<PAGE>   25
                                   SCHEDULE B

                           EQUIPMENT PURCHASE LISTING





                                      -25-