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                                  EXHIBIT 10.10

                 FULL SERVICE FACILITY AND MANAGEMENT AGREEMENT

         THIS FULL SERVICE FACILITY AND MANAGEMENT AGREEMENT, entered into
effective as of May 1, 1996, is by and between R. S. ARORA, M.D. , a sole
proprietor ("DOCTOR")and DOCTORS PRACTICE MANAGEMENT , INC., a Texas corporation
("COMPANY").

                                   WITNESSETH:

         WHEREAS, DOCTOR is a sole proprietor that is engaged in the business of
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 limitation,
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 and/or independent physician
contractors 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 A 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


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management, administrative, and business services necessary and appropriate for
DOCTOR's provision of Professional Services at the Leased Premises and other
locations; and

         WHEREAS, DOCTOR and COMPANY mutually desire an arrangement that:

(a)      facilitates consistency of service, both in the medical care provided
by DOCTOR and in the administrative and business services provided by COMPANY;

(b)      facilitates effective utilization of DOCTOR'S resources;

(c)      facilitates appropriate staffing and scheduling of personnel for and by
DOCTOR, as the case may be;

(d)      facilitates the management and administration of the day-to-day
business operations of DOCTOR;

(e)      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

(f)      ensures that (1) DOCTOR and licensed health care personnel employed by
DOCTOR shall (a) owe their first duty to their patients; and (b) preserve the
confidential nature of the doctor-patient relationship; (2) DOCTOR controls
patient care in the medical and administrative procedures to be followed; and
(3) that COMPANY does not commit any act constituting the practice of medicine
or use any licensed health care practitioner's 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 used.

         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 and their Physicians under
Independent Contract


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Agreements.

         1.3      DOCTOR. The term "DOCTOR" shall mean R. S. ARORA, M.D., a
sole proprietor.

         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.

         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. and Management Service Organization, Inc. Texas corporations.

         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(s) in
the Houston, Texas, Standard Metropolitan Statistical area and such Facility(s)
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
limitation, 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,


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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 of all Licensed clinical
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.

         3.1.1    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.

         3.1.2    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.

         3.1.3    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.

         3.1.4    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.

         3.2      Utilities and Related Services. COMPANY shall, at COMPANY's
expense


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arrange for and shall timely pay when due all charges relating to the provision
of necessary 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.

         3.3      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.

         3.4      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.

         3.5      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


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retained by COMPANY, for paying such salaries and providing such fringe
benefits, or for 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 in 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 limitation,
negotiated price agreements with third party payors, 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
Marks 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


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maintain the DOCTOR'S account.. Such account DOCTOR'S account will be under the
COMPANY FEIN . 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 payors 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 shall 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 payors for Professional
Services. Upon receipt by COMPANY of any funds from patients or third party
payors 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 attorney and appointment, to deposit in the
DOCTOR'S Account all funds, fees, and revenues generated from the provision of


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Professional Services and collected by COMPANY, and to make withdrawals and sign
checks for disbursements from the DOCTORS Account solely for the purpose of
withdrawing the Collected Revenues to be applied to the Management Fee and
DOCTOR's Expenses. 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 One Hundred Thousand dollars ($100,000) at Eight percent
interest 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 term
of the FULL SERVICE FACILITY AND MANAGEMENT AGREEMENT or upon its termination.
All interest payments to be made monthly during such term. 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 .

3.14     FISCAL MATTERS.

         3.14.1   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, within ninety (90) days of the end of each fiscal year of
DOCTOR, a balance sheet, a profit and loss statement, and a statement of changes
in cash flow reflecting the financial status of the provision of Professional
Services as of the end of such prior fiscal year, all of which shall be prepared
in accordance with generally accepted accounting principles. COMPANY shall also
prepare and deliver to DOCTOR unaudited-audited, monthly financial statements
for management purposes only. Additionally, COMPANY shall prepare and deliver
to DOCTOR such other financial statements or records as COMPANY may from time to
time deem appropriate or DOCTOR may reasonably from time-to-time request.

         3.14.2   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


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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   Other Management 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. Both parties shall agree in advance upon the
selection of counsel.

         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.

         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 COMPANY's 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.

ARTICLE IV        COVENANTS OF DOCTOR.


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         4.1      Organization/Operation. DOCTOR, is a professional association
created under Texas law and shall at all times during the Term (i) 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 governmental requirements
(collectively, "Professional Compensation"). COMPANY shall, in 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/Non-Competition. DOCTOR hereby
recognizes and acknowledges that COMPANY will incur substantial costs in
providing the 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. It is
further agreed, that in addition to the provisions contained in Article VI
"Term and Termination", that DOCTOR acknowledges and agrees that the COMPANY
will undertake considerable expense on behalf of DOCTOR in the development of
DOCTORS practice. Therefore DOCTOR will pay the sum of Two Hundred and Fifty
Thousand Dollars ($250,000) in liquidated damages to COMPANY if this contract
is canceled or breached by DOCTOR.

         During the term of this Agreement and any extension hereof, plus two
(2) years thereafter, neither DOCTOR nor any employee, independent contractor,
agent, partner, shareholder, director, officer, affiliate or any entity with any
beneficial interest or any control interest in DOCTOR, either directly or
indirectly, for himself or herself, or on behalf of or in conjunction with any
other person, persons, partnership, associations or


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corporations shall (a) divert or attempt to divert any business of, or any
patients of DOCTOR to or interest in any other competitive establishment that is
located within a Ten (10) mile radius of any Location,.

         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 three (3) years.

         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, communicate 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 Three Hundred Thousand Dollars ($ 300,000) for each occurrence
and Five Hundred Thousand Dollars ($ 500,000) annual aggregate, and such amounts
as may be reasonable for all other Professional Personnel (collectively,
"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,


                                       12
<PAGE>   13

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.

         4.8      Succession Planning. DOCTOR hereby undertakes to provide for
estate planning whereby in the event of his disability or death the COMPANY is
appointed exclusive agent for the sale of all of the assets .of DOCTOR in order
to ensure continuity of DOCTORS practice. All proceeds to be paid to DOCTOR or
DOCTORS estate less cost incurred by COMPANY. A copy of appropriate Wills and
Trusts to be provided by DOCTOR to COMPANY as soon as practicable.

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


                                       13
<PAGE>   14

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 this 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
Sixty Five percent (65%) of annual revenues collected. Annual revenue is
hereinafter defined as the twelve month period commencing with the effective
date of this agreement.

         For purposes hereof, "Revenues Collected" shall be defined as an amount
equal to the total of any moneys received from patients, and/or third-party
payors and deposited in the DOCTOR's account, less any refunds, during any given
twelve month or agreement anniversary date.

         Either party, not more than Twelve 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. The Management Fee shall be payable
to COMPANY on a monthly basis for 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
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 of May 1st 1996 for a period of Fifteen (15) 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


                                       14
<PAGE>   15

written agreement.

         6.2.2    The death or disability of DOCTOR majority shareholder to
practice medicine.

         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, 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. R. S. Arora 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. R. S.
Arora's license to practice medicine is revoked, suspended, canceled or limited
in any manner, (v) Dr. R. S. Arora is convicted of a felony or any crime of
moral turpitude, or (vi) Dr. R. S. Arora 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


                                       15
<PAGE>   16

then COMPANY shall have such time as may be reasonable to cure the breach.

         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.

         In the event of termination all outstanding loans , interest and
management fees will be due and payable by DOCTOR prior to but no later than
effective cancellation 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.


                                       16
<PAGE>   17

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, 6r 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:           R.S. Arora, M.D.
                                             4301 A Vista
                                             Pasadena, Texas 77504


                           COMPANY:          Doctors Practice Management, Inc.
                                             Chiu Chan, CEO
                                             4301 A Vista
                                             Pasadena, Texas 77504


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      Legal Fees and Costs. In the event either party brings any
action for relief against the other, declaratory 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


                                       17
<PAGE>   18

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 WITH, OR BY REASON OF THIS
AGREEMENT. SELLER HEREBY CONSENTS TO THE JURISDICTION OF SUCH COURTS.

         7.6      Assignment. Except as provided above, 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 this 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.

         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.

         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 limitation, reasonable attorneys' fees.

         7.9      Gender and Number. Whenever the context of this Agreement
requires, the gender


                                       18
<PAGE>   19

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
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 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, illegality 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 terms 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 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 Heading-s. 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 Execution. 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


                                       19
<PAGE>   20

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
limitation 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
limitation, (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
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 this 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


                                       20
<PAGE>   21

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.


                                       21
<PAGE>   22

IN WITNESS WHEREOF, DOCTOR and COMPANY have executed this Agreement in multiple
originals as of the date written above.


DOCTOR:

R.S. ARORA, M.D.


By:     /S/ R.S. ARORA, M.D.
   --------------------------------


COMPANY:
DOCTORS PRACTICE MANAGEMENT, INC.


By:    /S/  CHIU CHAN
   --------------------------------
             Chiu Chan, President


                                       22
<PAGE>   23

                                  ATTACHMENT A


                                  ANNUAL BUDGET


                                   FOUR PAGES


                                       23