ECONOMIC DEVELOPMENT AND

                              INCENTIVE AGREEMENT



     THIS AGREEMENT ("Agreement") is made and entered into by and between the

PAMPA ECONOMIC DEVELOPMENT CORPORATION ("PEDC") and UNITED MEDICORP, INC., and

its wholly owned subsidiaries ("Medicorp").



     For and in consideration of the grant and guaranty hereinafter provided

and the mutual covenants and agreements contained herein, and intending to be

legally bound hereby, PEDC and MEDICORP, do contract and agree as follows:



     1. Definitions and Reference Terms. In addition to any other terms defined

herein, the following terms shall have the meaning set forth with respect

thereto.



     a. Full-time Equivalent Employee: Each 2,080 hours logged per year.



     b. Calendar year: Beginning January 1 of the referenced year.



     c. Incentive Package: All funds to be paid to or expended for the benefit

        of Medicorp and any guaranty made on its behalf by the PEDC.



     d. City: The City of Pampa, Texas.



     2. Incentive Package: PEDC hereby agrees to make the following grants and

loan guaranty to and in favor of Medicorp for its operations within the City

and employees located at its Pampa facility:



     a. $192,000.00 cash grant to be paid upon the closing of the purchase of

        the real property and the improvements located thereon where Medicorp's

        operations will be conducted within the City, subject, however, to the

        provisions of Paragraph 3 below.



     b. $23,810.00 to be paid, or has been paid, to Hughes-Roth Capital Markets,

        Inc. for its services rendered in the negotiations of the incentive

        package and the location of Medicorp's operations in the City.



     c. PEDC agrees to pay to Medicorp $27,400.00 per year for five (5) years,

payable on the anniversary date of this Agreement (the "Installment Payments").

Such Installment Payments shall be allocated as follows: (i) to reimburse

Medicorp for the total of the monthly payments made by Medicorp for the months

preceding the anniversary date of this Agreement to its lender (principal and

interest) on the loan for the purchase of the building; and (ii) after

deducting such total under (i) from said $27,400.00, Medicorp will pay, within

thirty (30) days after receipt of said Installment payment, the balance of such

annual Installment Payment to Medicorp's lender to be applied to said original

loan; provided, however, Medicorp will not be required to make any payment to

lender in excess of the balance of the loan.







                                       1



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     Medicorp shall grant PEDC a second lien in the form of a deed of trust on

     the land and the improvements located thereon to secure PEDC's guaranty of

     Medicorp's loan with its lender. This lien shall represent a claim against

     Medicorp's equity in the real estate equal to the amount paid by PEDC, if

     any, to the first lienholder pursuant to a guaranty provided by PEDC to

     such first lienholder. This second lien shall terminate on the earlier of

     the date PEDC's guaranty is released by the first lienholder or Medicorp

     pays off the balance due to the first lienholder.



     PEDC shall be released from any obligation to pay any unpaid Installment

     Payments to Medicorp if (i) Medicorp is declared in default of its

     obligations to its first lienholder, or (ii) Medicorp discontinues its

     operations in Pampa within five (5) years of the date hereof.



d.   Employee grant to be paid and adjusted over a term of eight (8) years,

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