EXHIBIT 99.1

  Governance Agreement. The Company is party to a Governance Agreement, dated
as of December 22, 1994, as amended (the "Governance Agreement"), with Zeneca
and Dr. Bernard Salick, the provisions of which become effective immediately
upon the consummation of the Merger and terminates upon the earlier of the date
upon which (1) the Company has exercised the Call and has paid to the
Depositary (as defined below) the aggregate Call Price and (2) the Put Period
has expired and the Company has paid the Depositary the Put Price for all
shares of Special Common Stock with respect to which the Put has been exercised
(the "Termination Date").
 
  The Governance Agreement provides (and the By-Laws will provide) that the
Company will not take or agree to take (nor permit its subsidiaries to take or
agree to take), directly or indirectly, certain specified actions without the
approval of a majority of the Board present and voting at the meeting. The
majority must include at least one Common Stock Director who at such time is an
employee of Zeneca (or certain of its affiliates) and at least one Special
Common Stock Director who was an executive officer of the Company prior to the
Merger. Those actions include, without limitation (and, in certain cases,
subject to specified exceptions): (i) adoption, repeal or modification of any
business plan of the Company (as a business plan for fiscal year 1995, the
Governance Agreement contemplates a business plan consistent with the Company's
1995 budget, projections derived from which are set forth under "MERGER
PROPOSAL--Certain Projections"); (ii) authorization, sale, distribution or
other issuance of, or the granting of rights with respect to, any securities of
the Company, except for any issuances of Special Common Stock pursuant to the
terms of the Replacement Options (as defined below), (iii) a repurchase,
redemption or exchange of any shares of capital stock of the Company, other
than as contemplated by the terms of the Special Common Stock or in connection
with the exercise of the Replacement Options, (iv) amendment of the Certificate
of Incorporation or the By-Laws of the Company, (v) incurrence of debt (see
"Recommendation of the Company's Board of Directors"), (vi) the liquidation of
(or investment in) marketable securities, (vii) acquisition or sale of any
interest in a business or assets exceeding certain dollar thresholds, (viii)
the execution or amendment of certain agreements creating a liability, or
requiring payments, over certain dollar thresholds, (ix) entry into a line of
business other than providing diagnostic and therapeutic services to patients
with complex chronic illnesses requiring sophisticated long-term care, (x) the
making of any investment in or entry into joint ventures or partnerships, (xi)
the initiation or settlement of certain litigation matters, (xii) the taking of
certain extraordinary corporate actions (such as the sale of all or
substantially all of the Company's assets, a merger or recapitalization of the
Company, filing of a bankruptcy petition and the like), (xiii) except for any
transaction contemplated by, authorized by or described in the Employment
Agreements (defined below), the appointment or removal of or transactions by
the Company or its subsidiaries with any senior officer of the Company or any
transactions by the Company with any of its directors or any of its
subsidiaries or their affiliates or with any of Zeneca or certain of its
affiliates, (xiv) the creation and composition of any committee of the Board of
Directors, (xv) the adoption or amendment of any employee plan or arrangement
or the execution or amendment of or supplement to any collective bargaining or
union contract, (xvi) the payment of dividends or distributions, other than as
contemplated by the Merger Agreement, (xvii) licensing or sublicensing of
material intellectual property, (xviii) any change in the Company's fiscal
year, and (xix) the appointment or termination of the engagement of the
Company's accountants.
 
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  Pursuant to the terms of the Governance Agreement, Zeneca is required to
designate the persons who will serve as the five initial Common Stock
Directors, at least one of whom must be an independent director (as defined in
Section 6(c) of Schedule D to the By-laws of the National Association of
Securities Dealers, Inc. ("NASD")). Thereafter, Zeneca may (but is not
required) to nominate those persons who will stand for election as the
successors to the Common Stock Directors, at least one of whom at all times
will be an independent director. The five persons designated by Zeneca to serve
as the initial Common Stock Directors are Robert C. Black, Dr. Michael G.
Carter, John G. Goddard, Dr. Thomas F.W. McKillop and Dr. Clifford Richard Guy.
See "Conduct of the Company After the Merger." Pursuant to the Governance
Agreement, the Company has designated Dr. Salick, Leslie F. Bell, Michael T.
Fiore, Barbara Bromley-Williams and Thomas Mintz, M.D. as the persons to serve
as the five initial Special Common Stock Directors. See "ELECTION OF
DIRECTORS." Thereafter, a majority of the Special Common Stock Directors in
office will nominate those persons who will stand for election as the
successors to the Special Common Stock Directors, at least one of whom will, at
all times, be an independent director.
 
  Upon the expiration of the term of directorship of those persons constituting
the Board immediately after the Effective Time, and thereafter upon the
expiration of the term of directorship of each successor thereto, the Company
will nominate the persons (and only those persons) selected in the manner
described above as the group of nominees proposed by the Board of Directors of
the Company for election to the Board at each meeting of the stockholders of
the Company being held for the election of directors, will recommend to the
stockholders of the Company each such nominee's election to the Board and
solicit proxies for each such nominee from all holders of voting securities of
the Company entitled to vote thereon.
 
  The Governance Agreement further provides that the Company will have an
executive committee, an audit committee and a compensation committee, each
consisting of an equal number of Common Stock Directors and Special Common
Stock Directors. The Governance Agreement further requires (and the By-Laws
will permit) the establishment of an operational committee, also consisting of
an equal number of Common Stock Directors and Special Common Stock Directors,
to which committee the Board of Directors may delegate the power to approve the
taking of certain of the specified actions described above, as the Board
determines is appropriate, which approval otherwise requires approval by a
majority of the Board, including one Common Stock Director who is then an
employee of Zeneca or certain of its affiliates and one Special Common Stock
Director who was an executive officer of the Company prior to the Merger.
 
  The Governance Agreement further provides that, at the written request of
Zeneca, the Company will take any action required to allow Zeneca to exercise
the Call. The members of the Board will use their best efforts, consistent with
their fiduciary duties to the Company, to do all necessary and useful actions
in connection with the exercise by Zeneca of the Call.
 
  Zeneca has the right (but not the obligation) under the Governance Agreement
to designate (subject to the Company's approval) up to three employees of
Zeneca or its affiliates to be employed by the Company after the Closing, one
of whom would be an executive officer and the other two of whom would be staff-
level employees in the area of financial management and management information
systems. The salary and benefits of one staff-level employee will be paid by
the Company and the salary and benefits of the other two employees will be paid
by Zeneca, subject to review of the arrangements within one year after the
Merger.
 
  Under the Governance Agreement, the Company will be subject to certain
continuing covenants including without limitation advising and consulting with
Zeneca as to the business of the Company and permitting Zeneca (or a
representative thereof) to visit and inspect any of the properties of the
Company or any of its subsidiaries, at such reasonable times and as often as
Zeneca may reasonably request. Further, the Company is required to deliver
copies of its monthly, quarterly and year-end financial and other operating
statements to Zeneca. Each of the parties to the Governance Agreement has
agreed to hold in confidence and not use (and use its best efforts to cause its
affiliates, shareholders, directors, officers, employees, accountants, counsel,
consultants, advisors and other agents to hold in confidence and not use),
subject to certain specified exceptions, all confidential documents and
information received from the other parties to the Governance Agreement.
 
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  Zeneca may assign its rights, but not its obligations, under the Governance
Agreement to any Zeneca Group entity and may assign its rights and obligations
under the Governance Agreement to Zeneca PLC or Zeneca Holdings, Inc., a
Delaware corporation and an indirect wholly-owned subsidiary of Zeneca, without
the consent of the Company or Dr. Salick or it may assign its rights and
obligations under the Governance Agreement to any other Zeneca Group entity
with the consent of both Dr. Salick and the Company, such consent not to be
unreasonably withheld.
 
  Employment Agreements. The Company is presently party to employment
agreements with each of Dr. Salick and Messrs. Bell and Fiore. The terms
thereof are summarized under "EXECUTIVE COMPENSATION--Employment Agreements"
below.
 
  In connection with the Merger Agreement, the Company and Dr. Salick have
entered into a Second Amended and Restated Employment Agreement, dated as of
December 22, 1994 (the "Salick Agreement"), which will, on the consummation of
the Merger, supersede the existing employment agreement between the Company and
Dr. Salick. The compensation and benefits under the Salick Agreement are
substantially the same as those contained in Dr. Salick's existing employment
agreement. See "EXECUTIVE COMPENSATION--Employment Agreements" below. The
Salick Agreement provides that Dr. Salick will be employed as the Chairman of
the Board, Chief Executive Officer and President and as Medical Director of the
Company's facilities for a period of five years from the Closing. The Salick
Agreement provides for an annual salary of $878,320 (increased annually by an
amount at least equal to the annual increase in the All Urban Consumers Los
Angeles-Long Beach-Anaheim consumer price index), an annual bonus equal to the
greater of that determined by the Executive Compensation Committee, the Board
of Directors of the Company or as calculated as set forth in the Salick
Agreement (which formula provides that the first $300,000 of net profits of the
Company are payable to Dr. Salick as a bonus), continued participation in the
Company's Management Incentive Compensation Plan ("MICP"), and payment of
certain professional fees, expenses and benefits. The Salick Agreement may be
terminated by the Company for "Good Cause" as therein defined which includes,
without limitation, misappropriation of Company funds; repeated willful
misconduct or a single act of wanton and egregious misconduct; conviction of a
felony; engaging in intentional acts of fraud; engaging in any business,
profession or occupation which is competitive with the business of the Company;
a violation of the Company's Employee Handbook or Personnel Policy & Procedure
Manual or the Policy on the Ethical Conduct of Business developed by Zeneca;
and breach of certain covenants regarding the transfer of any patentable
inventions and the information with respect to the same which may be developed
by Dr. Salick. The Salick Agreement may be terminated by Dr. Salick for "Good
Reason" which includes, without limitation, a reduction in his base salary; a
change in the principal offices of the Company (other than to facilities of a
substantially similar size and quality in West Los Angeles or Santa Monica,
California); a reduction in the Company's employees or working hours by at
least thirty percent (which is not caused by a significant decline in the
economic performance of the Company); a material adverse change in the
operations, policies, funding, procedures, practices or professionalism
relating to the overall quality of patient care by the Company which is
inconsistent with the Company's past or existing practices; the name of the
Company being changed to not include the name "Salick;" certain reductions in
benefits to Dr. Salick or a change in the calculations of his bonus; a breach
by the Company of the Salick Agreement; a change in control of the Company
during the first thirty months after the Closing; and the reasonable
determination by Dr. Salick that, as a result of changes initiated by Zeneca
that significantly adversely affect his position, he is unable to exercise the
nature or scope of his authority, duties, powers, or functions that he
exercised at the time of execution of the Salick Agreement. If Dr. Salick's
employment is terminated during the term thereof for any reason other than Good
Cause or if Dr. Salick terminates the Salick Agreement for Good Reason, then he
will be entitled to severance pay in an amount equal to 299% of his "Base
Salary" (as therein defined). The Company has agreed to indemnify Dr. Salick
for any liabilities or losses incurred by him in connection with any litigation
relating to actions or omissions prior to the Effective Time to which he is a
party by reason of being an officer, director, employee or agent of the Company
or based on or arising out of his serving in such capacities, other than
litigation with respect to which Dr. Salick had actual knowledge and did not
disclose pursuant to the Merger Agreement. As to actions taken or omitted to be
taken after the Effective Time, the
 
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Company will indemnify Dr. Salick for any liabilities or losses incurred by him
in connection with any litigation to which he is made a party by reason of, or
based on or arising out of his services as, an officer, director, employee or
agent of the Company or out of certain tax audits, other than any litigation
arising from repeated willful misconduct by Dr. Salick.
 
  As required under the Salick Agreement, Dr. Salick and the Company entered
into an Agreement Not to Compete which prohibits him, for a period of thirty
months from the Closing, from being employed by or otherwise participating in
any business which competes with the business of the Company within certain
geographical limits and from soliciting employees or former employees without
the prior written consent of the Company. Although entered into on December 22,
1994, the Agreement Not to Compete only becomes effective after the Effective
Time and then only in the event that the employment of Dr. Salick is terminated
by the Company for Good Cause or is terminated by him for any reason other than
Good Reason (other than termination for Zeneca-initiated changes included
within the definition of Good Reason).
 
  As a condition to the obligations of Zeneca to proceed with the Closing, the
Company shall have also entered into employment agreements and agreements not
to compete with each of Leslie F. Bell and Michael T. Fiore in substantially
the same form as the Salick Agreement (collectively, the Salick Agreement and
such other employment agreements are referred to herein as the "Employment
Agreements"). The compensation and benefits under these agreements will be
substantially the same as those contained in Messrs. Bell's and Fiore's
existing employment agreements. See "EXECUTIVE COMPENSATION--Employment
Agreements." The Employment Agreement to be entered into with Mr. Bell will
provide for his employment as Executive Vice President, Chief Financial
Officer, Secretary and General Counsel to the Company at an annual salary of
$392,893 (with cost of living adjustments) and the Employment Agreement to be
entered into with Mr. Fiore will provide for his employment as Executive Vice
President and Chief Operating Officer of the Company at an annual salary of
$307,528 (with cost of living adjustments). Each of Messrs. Bell and Fiore will
be entitled to continued participation in the MICP. On the consummation of the
Merger, the employment agreements between the Company and each of Messrs. Bell
and Fiore will be superseded by the Employment Agreements.
 
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