Exhibit 10.1

                              CONSULTING AGREEMENT

         This  Consulting  Agreement (the  "Agreement") is entered into this 3rd
day of  July,  2002  by  and  between  Latinocare  Management  Corporation  (the
"Company") and M.A. Littman (The "Consultant").

         WHEREAS,  Consultant is skilled in providing  legal  services,  and has
provided legal services to Company in the past;

         WHEREAS,  the Consultant is due approximately 20,000 shares as a result
of services rendered to the Company;

         NOW  THEREFORE,  in  consideration  of the mutual  covenants  contained
herein  and other  good and  valuable  consideration  receipt  whereof is hereby
acknowledged it is agreed.

         1. The Company hereby has engaged the Consultant for legal services and
wishes to pay  Consultant  and has agreed to  payment  of fees due for  services
already  rendered  through  issuance of stock.  None of the legal services being
compensated hereby involved mergers or acquisitions or capital raising.

         2.  In  partial   consideration  of  the  services  already   provided,
Consultant shall receive 20,000 shares of the Company's common stock which shall
be issued for legal fees due and owing as a result of prior services rendered to
the Company by the  Consultant.

         3. The Company will register all the compensation  shares pursuant to a
registration statement on Form S-8.

         4.  Except  as  otherwise   provided   herein,   any  notice  or  other
communication  to any party  pursuant to or relating to this  Agreement  and the
transactions provided for herein shall be deemed to have been given or delivered
when  deposited in the United States Mail,  registered  or  certified,  and with
proper postage and  registration  or  certification  fees prepaid,  addressed at
their  principal place of business or to such other address as may be designated
by either party in writing.



         5. This Agreement shall be governed by and interpreted  pursuant to the
laws of the state of  Colorado.  By entering  into this  Agreement,  the parties
agree to the jurisdiction of the Colorado courts with venue in Jefferson County,
Colorado.  In the event of any breach of this  Agreement,  the prevailing  party
shall be entitled to recover all costs including reasonable attorney's fees.

         6. This Agreement may be executed in any number of  counterparts,  each
of which when so executed  and  delivered  shall be deemed an  original,  and it
shall not be necessary,  in making proof of this Agreement to produce or account
for more than one counterpart.

         IN WITNESS WHEREOF,  the parties hereto have subscribed their hands and
seals the day and year first above written.

CONSULTANT:                               COMPANY:
M.A. Littman                              LATINOCARE MANAGEMENT CORP.


/s/M.A. Littman                           /s/Jose J. Gonzalez
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M.A. Littman                              Jose J. Gonzalez, President