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                                                  EXHIBIT 10.3

1997 EMPLOYEE INCENTIVE STOCK OPTION PLAN
OF PRIMARY CARE MEDICAL CENTERS OF AMERICA, INC.

I.  Purpose.

The purpose of this 1997 Employee Incentive Stock Option Plan (the "Plan") of
Primary Care Medical Centers of America, Inc., a Delaware corporation (the
"Company"), is to encourage ownership in the Company by key employees of the
Company, because long-term employment of such key employees is considered
essential to the Company's continued progress. The Plan provides an additional
incentive for these key employees to continue in the employ of the Company.
Options granted under the Plan are intended to be Incentive Stock Options 
(ISOs) under Section 422 of the Internal Revenue Code of 1986, as amended 
(the "Code").

II.  Administration.

The Board of Directors of the Company (the "Board") shall supervise and
administer the Plan. The Board shall from time to time designate the key
employees of the Company who may be granted stock options under the Plan 
and the amount of stock to be optioned to each employee and the Company 
shall thereupon give notice of the grant to such employee. All questions 
of interpretation of the Plan or of any options issued under it shall be 
determined by the Board, whose determination shall be final and binding 
upon all persons having an interest in the Plan. Any or all powers and 
discretion vested in the Board under this Plan may be exercised by any 
subcommittee of the Board so authorized by the Board.

III.  Participation in the Plan.

Key employees and officers of the Company shall be eligible to participate in
the Plan.

IV.  Stock Subject to the Plan.

The maximum number of shares of the $.01 par value Common Stock of the Company
(the "Shares") which may be optioned under the Plan shall be Twenty Thousand
Shares (20,000). The limitation on the number of Shares which may be optioned
under the Plan shall be subject to adjustment as provided in Section 0 of the
Plan. If any outstanding option under the Plan for any reason expires or is
terminated without having been exercised in full, the Shares allocable to the
unexercised portion of such option shall again become available for option
pursuant to the Plan.

V.  Time for Granting Options.

All options for Shares subject to this Plan shall be granted, if at all, not
later than ten (10) years after the approval of this Plan by the Shareholders 
of the Company.

VI.  Terms, Conditions and Form of Options.

Each option granted under this Plan shall be authorized by action of the Board
and shall be evidenced by a written agreement in such form as the Board shall
from time to time approve, which agreement shall comply with and be subject to
the following terms and conditions:

A.  Transferability.  Each option granted under the Plan by its terms shall 
not be transferable by the optionee and shall be exercisable only by the 
optionee during his or her lifetime. No option or interest therein may be 
transferred, assigned, pledged or hypothecated by the optionee, whether by 
operation of law or otherwise, or be made subject to execution, attachment 
or similar process.

B.  Period of Option.  Subject to any vesting requirements established by 
the Board and reflected in the written agreement evidencing the option, 
each option may be exercised at any time during the term of the option 
upon such terms and conditions as the Board shall determined; provided, 
however, that no option shall be exercisable after the expiration of 
ten (10) years from the date upon which such option is granted. The 
foregoing notwithstanding, all outstanding options shall immediately 
become exercisable in full in the event that (i) the shareholders of the 
Company approve a dissolution or liquidation of the Company or a sale of 
all or substantially all of the Company's assets to another entity;
(ii) a tender offer within the meaning of Section 14 of the Securities 
Exchange Act of 1934, as amended, is made for five percent (5%) or more 
of the Company's outstanding capital stock by any person other than 
the Company or an affiliate; or (iii) the Company effects an underwritten 
public offering of its securities pursuant to a registration statement 
filed under the Securities Act of 1933.  Each option shall be subject 
to termination before its date of expiration as hereinafter provided.

C.  Exercise of Options.  Options may be exercised only be written notice 
to the Company at its head office accompanied by payment in cash of the full
consideration for the Shares as to which they are exercised.

D.  Termination of Options.  All rights of an optionee in an option, to 
the extent that it has not been exercised, shall terminate six (6) months 
after the death of the optionee or the termination of his employment for 
any reason.

E.  Limit on Exercise of Options.  To the extent that the aggregate fair 
market value (determined as of the time the option is granted) of the 
stock with respect to which ISOs are exercisable for the first time by 
any individual during any calendar year (under all plans of the Company 
or its parent or subsidiary corporations) exceeds One Hundred Thousand 
Dollars ($100,000), such options shall be treated as options which are 
not ISOs.

F.  Ten Percent (10%) Shareholders.  An employee who owns more than ten 
percent (10%) of the total combined voting power of all classes of 
outstanding stock of the Company is not eligible to receive an ISO 
pursuant to this Plan unless the exercise price of the shares subject 
thereto is at least one hundred ten percent (110%) of the fair market 
value of such shares at the time the ISO is granted, and such option 
by its terms is not exercisable after the expiration of five (5)
years from the date such option is granted. For the purposes of this section
when stock ownership is determined, an employee shall be considered as owning
the stock owned, directly or indirectly, by or for his brothers and sisters,
spouse, ancestors and lineal descendants. Stock owned, directly or indirectly,
by or for a corporation, partnership, estate or trust shall be considered as
being owned proportionately by or for its shareholders, partners or
beneficiaries. Stock with respect to which such employee holds an option shall
not be counted.

VII.  Modification, Extension and Renewal of Options.

The Board shall have the power to modify, extend or renew outstanding options
and authorize the grant of new options in substitution therefor, provided that
any such action may not have the effect of altering or impairing any rights or
obligations of any option previously granted without the consent of the
optionee.

VIII.  Option Price.

Except as provided above for Ten Percent Shareholders, the option price per
share for the Shares covered by each option shall be one hundred percent (100%)
of the fair market value of a Share of the Company on the date the option is
granted. The fair market value shall be determined by the Board.

IX.  Limitation of Rights.

A.  No Right to an Option.  Nothing in the Plan shall be construed to give any
employee or officer of the Company any right to be granted an option.

B.  No Employment Rights.  Neither the Plan nor the granting of an option 
nor any other action taken pursuant to the Plan shall constitute or be 
evidence of any agreement or understanding, express or implied, that the 
Company will employ an optionee for any period of time or in any position 
or at any particular rate of compensation.

C.  No Shareholders' Rights.  An optionee shall have no rights as a 
shareholder with respect to the Shares covered by his options until the 
date of the issuance to him of a share certificate therefor, and no 
adjustment will be made for dividends or other rights for which the 
record date is prior to the date such certificate is issued.

X.  Changes in Present Shares.

In the event of any merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, or other change in the corporate structure or
capitalization affecting the Company's present Shares, appropriate adjustment
shall be made by the Board in the number (including the aggregate numbers
specified in Section IV) and kind of shares, and the option price of shares
which are or may become subject to options granted or to be granted hereunder.

XI.  Effective Date of the Plan.

The Plan shall take effect on the date of adoption by the Board, subject to
approval by the Shareholders. Options may be granted under the Plan at 
any time after the adoption of the Plan by the Board and prior to the 
termination of this Plan.

XII.  Amendment of the Plan.

The Board may suspend or discontinue the Plan or revise or amend it in any
respect whatsoever; provided, however, that without approval of the 
Shareholders no revision or amendment shall change the number of Shares 
subject to the Plan (except as provided in Section 0), change the 
designation of the class of persons eligible to receive options, or 
materially increase the benefits accruing to participants under the Plan.

Date Plan Approved by the Board:  ____________________
Date Plan Approved by Shareholders:  ____________________