Gaelic Capital Group
                               1912 West Bay Crest
                           Santa Ana, California 92704
                                 (714) 444-0223


February  11,  2002

Mr.  Norm  Martin                              CONFIDENTIAL  DOCUMENT
                                               ----------------------

                   PARKVIEW COMMUNITY HOSPITAL MEDICAL CENTER

3865  Jackson  St.
Riverside,  California  92503-3998

Dear  Mr.  Martin:

This  letter agreement (the "Agreement") entered into this 12th day of February,
2002  sets  forth  the  terms  and  conditions by and between Parkview Community
Hospital  Medical  Center,  a California not-for-profit corporation ("Hospital")
and  Gaelic Capital Group, a Nevada corporation ("GCG"), regarding the retention
of  GCG  to  provide  to  Hospital the services ("Services") as set forth herein
below  and to define GCG's compensation for providing such Services to Hospital.

1.   SERVICES  TO  BE  PROVIDED  BY GCG. Pursuant to and subject to the terms of
     this  Agreement,  GCG  shall provide to Hospital, on a non-exclusive basis,
     the  following  Services:

     1.1. Assist  Hospital  in  the location and/or negotiation with a potential
          financing  source  or sources (collectively "Source") to re-capitalize
          and/or  re-finance  and  sell  Assets of Hospital. For the purposes of
          this  Agreement,  the  sale  of  Assets,  re-capitalization  and/or
          re-financing of Hospital (including the "sale-leaseback" of assets) or
          any  combination thereof from any such Source shall all be hereinafter
          referred  to  collectively  as  a  "Transaction".

     1.2. Assist as one of Hospital's non-exclusive representatives (but without
          any  authority  to  bind  or obligate Hospital) in discussions and any
          preliminary  negotiations  with  such Source in pursuing any potential
          Transaction  or  Transactions;

     1.3. Assist  Hospital  in  its  preparation of information materials to the
          Source describing the re-capitalization and/or refinancing of Hospital
          (the  "Financial  Information  Materials")  and assist Hospital in the
          non-legal  aspects  of  final  documentation  and  closing  of  any
          Transaction;


<PAGE>

2.   COMPENSATION  FOR  SERVICES

     2.1. FINANCIAL  CONSULTING FEE. In consideration of performing the Services
          on  behalf of Hospital, Hospital agrees to pay to GCG a non-refundable
          "Financial Consulting Fee" equal to THIRTY THOUSAND DOLLARS ($30,000).
          Hospital  will  pay  the  Financial  Consulting  Fee in four (4) equal
          installments  ("Installments")  of SEVEN THOUSAND FIVE HUNDRED DOLLARS
          ($7,500)  each.  Hospital  will  pay  the  first  Installment  to  GCG
          immediately  upon its execution of this Agreement. The remaining three
          (3) Installments shall be paid to GCG on a weekly basis commencing one
          week  after  payment  of  the  initial  Installment.

     2.2. CONTINGENT  FINANCIAL  CONSULTING  FEE.  In addition to the Consulting
          Fee,  for any completed Transaction between Hospital and a Source, GCG
                        ---------
          shall be paid a Financial Consulting Fee. equal to the GREATER of: (a)
                                                                --------
          ONE  HUNDRED  THOUSAND  DOLLARS ($100,000); or, (b) an amount equal to
          SIX  PERCENT  (6%)  of  the  total  value  of  any Transaction between
          Hospital  and  the  Source including, but not limited to, the combined
          amount  in  the  aggregate of any re-capitalization or re-financing of
          Hospital  plus  any  consideration  received  for  the  sale  or  sale
                    ----
          leaseback  of  any  of  Hospital's  Assets  (including  those  of
          subsidiaries).

     2.3. A  Contingent  Financial  Consulting  Fee  will  be  due to GCG if any
                                                                            ----
          Transaction  (or  Transactions,  as  the  case may be) closes, and GCG
          understands  that  Hospital  is  not under any obligation to close any
          Transaction.  The  obligation  of  Hospital  to  pay GCG the Financial
          Consulting  Fee shall extend beyond the end of the Term or the date of
          any  Early  Termination.  Specifically,  Section  2.2  and Section 3.0
          herein  shall  continue in full force and effect beyond the end of the
          Term  (as defined herein below) if any Source and/or Buyer was working
          with  Hospital  or  GCG on a Transaction prior to such termination and
          subsequently  either  merges  with,  and/or  invests  in,  and/or
          re-capitalizes  and/or  re-finances  Hospital,  and/or  purchases  the
          Assets  for  a period commencing eighteen (18) months after the end of
          the  Term. Under any of these circumstances Hospital agrees to pay the
          Financial  Consulting  Fee  to  GCG  pursuant  to  Section  2.2.

3.   EXPENSES.  In  addition to any compensation payable to GCG pursuant to this
     Agreement,  Hospital  will  on  a  weekly basis either advance on behalf of
     and/or  immediately  reimburse to GCG all reasonable out-of-pocket expenses
     incurred by GCG in connection with the performance of the Services, whether
     or  not  a  Transaction is completed. GCG will charge Hospital for expenses
     ordinarily  charged  by  financial  advisers and shall include, among other
     things,  photocopying  and printing costs, postage, long distance telephone
     charges,  and  travel  and  lodging  expenses,  if  any.

4.   TERM  OF  AGREEMENT.  The  term of this Agreement will begin on the date of
     execution  of  this Agreement by Hospital and continue until the earlier to
     occur  of (i) completion of a Transaction, or (ii) 30 days from the date of
     execution  of  this  Agreement.  The  Agreement  shall automatically extend
     beyond  the  Term  for  a  period  of thirty (30) additional days if either
     Hospital or GCG does not otherwise terminate the Agreement in writing. Upon
     any  event of Termination, GCG shall be entitled to immediately receive all
     compensation  provided  for  in  this  Agreement,  including the balance of
     Financial  Consulting  Fee  (if  any) and all expenses incurred through the
     effective  date  of  Termination.


<PAGE>

5.   TERMS  OF  RETENTION.  The  following  terms  are  an integral part of this
     Agreement:

     5.1. LIMITED  ROLE.  Because  GCG's  role  in  any  Transaction is limited,
          Hospital  should  retain  attorneys, accountants, appraisers and other
          professionals  as  appropriate  for  any  Transaction.

     5.2. INDEMNIFICATION;  EXCULPATION.  Because  GCG  will  be  acting  as the
          limited representative of Hospital, and relying totally on information
          provided  by  it, Hospital has agreed to indemnify GCG and hold it and
          its  employees harmless against any acts of fraud or misrepresentation
          arising  from  such  Company-provided  information.

     5.3. ARBITRATION.  Hospital  and  GCG  mutually agree to submit any and all
          disputes that may arise from this Agreement to binding arbitration and
          herein  waive  any  right  to  trail  or  other  legal  proceeding.

     The  signatories  to  this  Agreement  on  behalf  of  GCG  and  Hospital
respectively  represent  and warrant that they are duly authorized to enter into
this  Agreement  on  behalf of the party on whose behalf they purport to execute
this  Agreement.

     PLEASE  CONFIRM THAT THE FOREGOING IS IN ACCORDANCE WITH YOUR UNDERSTANDING
BY  SIGNING  AND  RETURNING  TO  US THIS AGREEMENT ALONG A CHECK FOR THE INITIAL
INSTALLMENT OF THE FINANCIAL CONSULTING FEE OF $7,500. AN EXECUTED COPY HAS BEEN
PROVIDED  FOR  YOUR  RECORDS. WE LOOK FORWARD TO THE COMPLETION OF THIS PROJECT.


Very  truly  yours,
GAELIC  CAPITAL  GROUP
a  Nevada  corporation

By:  /s/  Christopher  A.  Wheeler,  President
-----------------------------------------------


ACKNOWLEDGED  AND  ACCEPTED  AS  OF  THE  DATE  SET  FORTH  ABOVE:


PARKVIEW  COMMUNITY  HOSPITAL  MEDICAL  CENTER



By:  /s/  Norm  Martin,  Chief  Executive  Officer
--------------------------------------------------


<PAGE>