Option Agreement

Cooperative Marketing and Option Agreement

by Diamond Hitts Production Inc
July 28th, 1997
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EXHIBIT (10) 39.

	COOPERATIVE MARKETING AND OPTION AGREEMENT

		This Agreement ("Agreement") is entered into as of June 9, 1997 by 
and among SYSTEMS COMMUNICATIONS, INC. ("SCI"), a Florida corporation, and 
HEALTH MANAGEMENT TECHNOLOGIES ("HMT"), a California corporation, and consists 
of the following terms and conditions:

	1.0	Cooperative Marketing Agreement

		HMT and SCI hereby grant each other for a period of five (5) years 
next following the execution of this Agreement the non-exclusive right to 
market the other's products and services to potential new clients, and to 
receive fees or compensation for services and products of the other marketed 
hereunder upon purchase of those services or products by a client.  Within 
seven (7) business days hereof, this Agreement shall be set forth and 
memorialized and shall incorporate the provisions set forth on Exhibit A 
attached hereto.

	2.0	Option

		2.1	Grant.  HMT hereby grants to SCI a non-transferable option 
("option"), exercisable for eighteen months from the date hereof, to purchase 
667 shares of non-voting common stock of HMT (to be authorized) at a purchase 
price of $67.50 per share, as adjusted for stock splits, reverse stock splits, 
stock dividends, reclassifications, reorganizations, consolidations or 
mergers.  The shares of non-voting stock, when authorized and issued, will 
have the same rights as the common stock, except that they will be non-voting.  
The shares of non-voting common stock, if and when issued, will be convertible 
into voting common stock at any time at the option of HMT.

		2.2	Exercise.  The option is exercisable in whole or in part by 
written notice to HMT and payment in cash (lawful money of the United States) 
at the time described below.  The option is non-transferable.

		2.3	Fractional Shares.  No fractional shares or stock 
representing fractional shares shall be issued on exercise of the option.

		2.4	Non-shareholder.  SCI, as holder of the option, shall not be 
entitled to any rights of a stockholder in HMT, either at law or equity, until 
it exercises the option in whole or in part, HMT does not exercise its right 
to pay cash in lieu of issuing HMT non-voting common stock, and SCI pays the 
exercise price.  Its rights as a non-voting shareholder then only will be with 
respect to the shares purchased on such exercise.

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		2.5	Securities Law.  It is intended that the option and the 
underlying shares are and will be issued pursuant to exemptions from 
registration under federal securities laws, and state securities law, if 
applicable.

	3.0	Repurchase of Option Rights or Shares

		3.1	Repurchase of Option Right.  Upon notice of exercise by SCI, 
HMT shall have the right, in lieu of issuing shares of HMT non-voting stock, 
to pay SCI an amount equal to the fair market value of the shares.  HMT shall 
notify SCI within thirty (30) days from notice of exercise of the option by 
SCI whether HMT wishes to exercise this right.  If HMT does not exercise this 
right, SCI must pay for the HMT shares within five (5) days of the notice from 
HMT.

		3.2	Determination of Fair Market Value.  If HMT desires to 
exercise such right, the procedure for determining the fair market value shall 
be as follows:  At such time as HMT notifies SCI that it desires to exercise 
its right to pay for the shares, HMT and SCI shall, within thirty (30) days 
after SCI's receipt of such notice, attempt to agree on a fair market value.  
If HMT and SCI are unable to agree on a fair market value, they shall each 
appoint an appraiser with at least five (5) years' experience in evaluating 
securities to determine the fair market value of the shares.  The appraisers 
will have fifteen (15) days to determine a fair market value.  If the 
appraisals are within ten (10%) of each other, the fair market value shall be 
the average of the two prices.  If the difference is more than ten percent 
(10%), both appraisers shall select a third appraiser who has at least five 
(5) years' experience in evaluating securities.  Said appraiser, within 
fifteen (15) days of appointment, shall submit an appraisal of fair market 
value.  The fair market value will then be the average price between the two 
closest appraisals.  If the appraisers are unable to select a third appraiser 
within ten (10) days of being notified that they are to do so, the Presiding 
Judge of the Superior Court of Contra Costa County, California, shall select 
the third appraiser.  The determination of the appraisers shall be binding 
upon HMT and SCI.  The cost of each of the first two appraisals will be paid 
by the respective party appointing the appraiser, and the cost of the third 
appraisal shall be divided equally between HMT and SCI.  Upon determination of 
fair market value, the appraisers will notify the parties.

		3.3	Additional Buyout Right.  If HMT does not exercise its right 
to pay the fair market value of the shares underlying the option at the time 
of SCI's exercise of the option, HMT or its designee will have the right to 
buy back the HMT shares issued on exercise at any time during the eighteen 
(18) months following exercise of the option at fair market value as 
determined pursuant to Section 3.2 on written notice to SCI.

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		3.4	Payment.  In the case of repurchase of the option right or 
repurchase of the HMT shares after exercise, payment will be due within five 
(5) days of the notice of determination of fair market value.

		3.5	Amendment of HMT Articles.  The parties understand that HMT 
does not have authorized non-voting common stock and that HMT will have to 
amend its Articles of Incorporation to authorize the issuance of non-voting 
common stock.  HMT will proceed with reasonable diligence to amend its 
Articles of Incorporation to authorize non-voting common stock.

 	4.0	Representations and Warranties of SCI

		SCI represents and warrants as follows:

		4.1	SCI understands that an investment in HMT is highly 
speculative.  SCI has substantial experience in evaluating and investing in 
private placement issuances of securities, particularly companies such as HMT 
and HMT in particular, such that SCI is capable of evaluating the merits and 
risks of the investment in the option and in HMT stock.  SCI has the capacity 
to protect its own interest and to bear the economic risk of the investment in 
the HMT stock for an indefinite period.  SCI is aware of the several and 
various risks presented to a business such as HMT and of the risks associated 
with HMT in particular.

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		4.2	Knowledge of HMT and Access to Information.  SCI, as the 
owner of all of the outstanding stock of HMT up to the date of this Agreement, 
acknowledges that it is extremely knowledgeable with respect to HMT and its 
business and has done its own thorough investigation of HMT and its business.  
SCI has had access to all material books and records of HMT, all material 
contracts and documents relating to the proposed transaction, has discussed 
HMT's business, management and financial affairs with the officers, directors, 
and employees of HMT, has reviewed HMT's books and records and has obtained 
such information as SCI has considered relevant, important and material in 
making a decision to acquire the option.  SCI has had an opportunity to ask 
questions of the officers and directors of HMT about the terms and conditions 
of the offering and to obtain any additional information which HMT possesses 
or can acquire without unreasonable effort or expense that was necessary to 
verify the accuracy of information furnished to SCI, and all of its questions 
have been answered to SCI's complete and full satisfaction.  SCI has received 
answers to all questions which SCI deems material to this transaction and this 
Agreement.  No representations have been made to SCI by HMT, Karen, Eric or 
James Wolfe, or any person representing HMT, other than the representations of 
HMT set forth in this Agreement.  SCI is relying on its own investigation and 
is not relying on any representations by any persons other than the 
representations and warranties set forth in this Agreement.  SCI understands 
that it will have a similar opportunity at the time it determines to exercise 
an option to purchase the HMT stock prior to the consummation of the 
transaction, if HMT does not exercise its purchase rights under Section 3.1.

		4.3	Investment Representation.  SCI is acquiring the option and 
upon exercise of the option will acquire the HMT stock for investment purposes 
for SCI's own account, not as a nominee or agent, and not with a view to, or 
for resale in connection with, any distribution thereof.  SCI understands that 
neither the option nor the stock has been or will be registered under the 
Securities Act of 1933, as amended (Securities Act) by reason of an exemption 
from the registration requirements, the availability of which exemption 
depends upon, among other things, the bona fide nature of the investment 
intent and the accuracy of SCI's representations and warranties as expressed 
herein or as otherwise provided or represented to HMT.  SCI understands, 
acknowledges and agrees that similar exemptions from registration are being 
and will be relied upon by HMT under applicable state "Blue Sky" laws, rules 
and regulations, if such laws, rules and regulations are applicable.

		4.4	Restricted Securities.  SCI acknowledges that the shares of 
stock, upon issuance, will be "restricted securities" (as that term is defined 
under the Securities Act) and, therefore, must be held indefinitely unless 
subsequently registered under the Securities Act or unless an exemption from 
registration is then available.  SCI further understands that HMT is not 
obligated to register the option or the shares, that there is no public market 
for the shares and that no public market may ever develop for the shares.

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		4.5	Restrictive Legend.  Any certificate representing the HMT 
stock issued on exercise of the option or upon any stock split, stock 
dividend, recapitalization, merger, consolidation or similar event shall 
(unless otherwise permitted by applicable law) be stamped or otherwise 
imprinted with a legend in substantially the following form (in addition to 
any legend(s) required under applicable state securities or "blue sky" laws, 
rules, or regulations):  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT 
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THE SHARES HAVE 
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN 
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF THE COMPANY'S COUNSEL 
THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

 	5.0	Representation and Warranties of HMT

		HMT represents and warrants as follows:  

		5.1	Title to HMT Stock.  HMT will transfer to SCI, on its 
exercise of its option under Section 2 of this Agreement, good and marketable 
title to the HMT stock underlying the option subject to the provisions of 
Section 3 of this Agreement, free and clear of any other claims, security 
interests, liens, pledges, options, encumbrances, charges, agreements, voting 
trusts or other arrangements or restrictions (other than any restrictions on 
transfer under federal and state securities laws).

		5.2	As of the grant of option in Section 2.1 of this Agreement, 
there are 6,100 shares of HMT voting common stock issued and outstanding, and 
an additional 3,900 shares of voting common stock issuable on conversion of 
outstanding debt.  In addition there is a contingent option exercisable after 
January 1, 1998, until eighteen (18) months from the date hereof, to purchase 
up to 2,245 shares of HMT voting common stock from HMT at a price of $200.45 
per share (the "HMT Option").  The HMT Option is only exercisable if Karen 
Wolfe or Eric Wolfe breach their agreement to sell to the holder of the HMT 
Option 1,100 shares of HMT voting common stock (a number of shares sufficient 
to give the holder of the HMT Option 51% of the outstanding voting common 
stock on a fully diluted basis, i.e., after conversion of the outstanding 
convertible debt), for a total price of $450,000 ($409.09091 per share), 
pursuant to an option exercisable by the holder of the HMT Option after 
January 1, 1998 until eighteen months after the date hereof.

	6.0	Survival of Representations and Warranties

		The representations and warranties of the parties hereto shall 
survive the consummation of the transactions contemplated hereby.

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	7.0	Indemnification  

		Without limiting any other rights or remedies the parties may 
have, SCI shall indemnify and hold harmless HMT, and HMT shall indemnify and 
hold harmless SCI, from all loss, costs, claims, damages, liabilities or 
expenses, including reasonable attorneys' fees and costs of suit incurred by 
the indemnified party, from or as a result of the inaccuracy or falsity of any 
representation or warranty made by the other, or the breach by either of them 
of any provision of this Agreement, or any claim, action, suit or proceeding 
filed or threatened against the indemnified party incident to or as a result 
of the foregoing.  This indemnification shall survive the consummation of the 
transactions contemplated hereby.

	8.0	General

		8.1	Non-Assignment.  The option is not assignable.  This 
Agreement and the rights of the parties hereto may not be assigned without the 
written consent of the parties which may be withheld in their respective 
absolute discretion.

		8.2	Binding Effect.  Subject to any restrictions stated in any 
other provision of this Agreement restricting transfers, this Agreement shall 
be binding on and shall inure to the benefit of the parties hereto and their 
respective successors and permitted assigns.

		8.3	Entire Agreement.  This Agreement, and the documents 
delivered and to be delivered pursuant hereto, constitute the entire Agreement 
and understanding between the parties and supersede any prior oral or written 
agreement and understanding related to the subject matter of this Agreement.

		8.4	Amendment.  This Agreement may be modified or amended only 
by a written instrument executed by HMT and SCI.

		8.5	Counterparts.  This Agreement may be executed in 
counterparts, each of which shall be deemed an original and all of which 
together shall constitute one and the same instrument.

		8.6	No Brokers or Finders.  The parties represent to each other 
that no broker or finder has been employed in connection with this Agreement 
or the transactions contemplated hereunder.  Each party agrees to indemnify 
and hold the other harmless against all loss, cost, liability, damage or 
expense arising out of claims for fees or commissions of brokers or finders 
employed or alleged to have been employed by such party.

		8.7	Payment of Fees and Costs.  Whether or not the transactions 
herein contemplated shall be consummated, each party will pay its own fees, 
expenses and disbursements and those of its own agents, representatives, 
accountants and counsel incurred in connection with the subject matter of this 
Agreement and any amendments thereto.

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		8.8	Interpretation.  The parties agree that each has 
participated in the drafting of this Agreement.  The parties further agree 
that California Civil Code 
Section 1654 shall have no application to this Agreement.

		8.9	Severability.  If any provision of this Agreement is held 
invalid or unenforceable as the result of any claim made by any party hereto, 
the remainder of this Agreement shall nevertheless remain in full force and 
effect, to the extent permitted under applicable law.  If any provision is 
held invalid or unenforceable with respect to particular circumstances, it 
shall nevertheless remain in full force and effect in all other circumstances.  
If any provision of the Agreement is unenforceable under the law prevailing on 
the date hereof, but is enforceable under the law prevailing at a subsequent 
time, then such originally unenforceable provision shall be deemed to take 
effect at the time when it becomes enforceable.  As used herein, the term 
"unenforceable" is used in its broadest and most comprehensive sense, and 
includes the concepts of void or voidable.

		8.10	Notices.  All notices and other communications required or 
permitted to be delivered under this Agreement shall be in writing and shall 
be hand-delivered, sent by a reputable, overnight mail service or by certified 
or registered mail, postage pre-paid, return receipt requested, addressed to 
the appropriate party at its address set forth on a signature page hereof or 
such other address as that party may indicate to the other in writing.  Notice 
shall be deemed to have been given on the day of receipt or the date receipt 
is refused, whichever first occurs.

		8.11	Attorney's Fees.  Should suit be instituted to enforce or 
interpret the provisions of this Agreement, the prevailing party in such 
litigation shall recover from the non-prevailing party a reasonable sum to be 
fixed by the Court for and on account of its attorney's fees and costs 
incurred as a result of such litigation.

		8.12	Waiver.  Any party's failure to enforce any provision of 
this Agreement shall not in any way be construed as a waiver of any such 
provision, or prevent that party thereafter from enforcing each and every 
other provision of this Agreement.

		8.13	Governing Law.  This Agreement shall be construed and 
enforced in accordance with the laws of the State of California, without 
regard to its laws with respect to conflicts of laws.

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		8.14	Dispute Resolutions: Arbitration.  In the event that any 
dispute, claim or controversy between the Parties (except as provided below) 
should arise in connection with this Agreement, such dispute, claim or 
controversy shall be resolved by arbitration in the County of Contra Costa, 
State of California, by a panel of three arbitrators appointed pursuant to the 
commercial rules then in force of the American Arbitration Association.  If 
any arbitration proceedings are necessary to enforce or interpret the terms of 
this Agreement, the prevailing party, if any, shall be entitled to recover its 
reasonable attorney's fees, costs and necessary out-of-pocket disbursements 
from the opposing party, in addition to any other relief to which it may be 
entitled, including without limitation any fees and cost incurred in pursuing 
injunctive relief.

		It is specifically acknowledged by the Parties that any 
confidentiality, intellectual property, trade secret or proprietary 
information claims may be litigated in law and/or in equity in the appropriate 
courts, in Contra Costa County, California or, if a question of exclusive 
federal jurisdiction, in the United States District Court for the Northern 
District of California, and that arbitration shall not be the method of 
resolution for these claims unless provided for in a separate writing executed 
by the parties.  In any legal proceedings involving such claims, the 
prevailing party, if any, shall be entitled to recover its reasonable 
attorney's fees, costs and necessary out-of-pocket disbursements 
from the opposing party, in addition to any other relief to which it may be 
entitled, including without limitation any fees and costs incurred in pursuing 
injunctive relief.

		8.15	Titles and Headings.  Titles and headings to sections and 
paragraphs in this Agreement are for the purpose of reference only and shall 
in no way limit, define, or otherwise affect the construction of this 
Agreement.

		8.16	Indemnities and Hold Harmless/--Attorneys' Fees.  Each 
indemnity and hold harmless in this Agreement shall be deemed to cover and be 
an obligation to pay reasonable attorneys' fees of the indemnified party 
incurred in connection with the matter indemnified.

		8.17	Number and Gender.  Whenever appropriate in this Agreement, 
terms in the singular form shall include the plural (and vice versa) and any 
gender form shall include all others.

		8.18	Exhibits.  Each exhibit referred to in the Agreement is by 
that reference specifically incorporated in this Agreement.

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		8.19	Remedies Not Exclusive and Waiver.  Except as otherwise 
specified in this Agreement, no remedy conferred by any of the specific 
provisions of this Agreement is intended to be exclusive of any other remedy 
and each remedy shall be cumulative and shall be in addition to every other 
remedy given hereunder or now or hereafter existing at law or in equity or by 
statute or otherwise.  The election of any one or more remedies shall not 
constitute a waiver of the right to pursue other available remedies.  Any 
party hereto may waive any covenant, condition or provision of this 
Agreement intended for its benefit, provided such waiver is in writing and is 
delivered to the other party or parties on or prior to the date of performance 
for such covenant, condition or provision.

		8.20	Facsimile Signature.  A party may agree to accept facsimile 
signatures as an original on any document, provided that the party delivering 
signature by facsimile shall promptly send to the other a copy of the 
signature page of such document with the original manual signature applied 
thereto.  The failure of the other party to receive the same in no way shall 
void the signature received by facsimile, and such party sending by facsimile 
may re-execute, at a later date, an original of the document under the date of 
the facsimile signature without need or requirement to disclose that such re-
execution was on any other date.

	IN WITNESS WHEREOF, each of the parties hereto have executed this 
Agreement by its officer or officers duly authorized as of the day and year 
first above written.

SYSTEMS COMMUNICATIONS, INC.,
a Florida corporation,



By:                                                
Its:                                              	HEALTH MANAGEMENT 
TECHNOLOGIES, 
a California corporation



By:                                                 	
Its: