Exhibit 99.04

                              AMENDED AND RESTATED
                               DEED OF TRUST NOTE

$5,572,385.22                                            As of November 12, 2002

     FOR  VALUE  RECEIVED,   DRUSHEL  MEDICAL  GROUP,   L.P.,  a  Texas  limited
partnership,  having its principal place of business at 12250 Inwood Road, Suite
10, Dallas, Texas 75244 (hereinafter referred to as "BORROWER"), promises to pay
to the order of Medical Capital Management, Inc., a Delaware corporation, at its
principal place of business at 2100 S. State College Blvd., Anaheim,  California
92806, Attn: Mr. Adam Field,  Director of Underwriting  (hereinafter referred to
as  "LENDER"),  or at such  place as the  holder  hereof  may from  time to time
designate in writing, the principal sum of Five Million Five Hundred Seventy-Two
Thousand Three Hundred Eighty-Five and 22/100 Dollars ($5,572,385.22), in lawful
money of the United States of America,  with interest  thereon to be computed on
the unpaid principal  balance from time to time outstanding at the Contract Rate
(as hereinafter defined), and to be paid in installments as provided herein:

          1.   PAYMENT TERMS.

          (a)  For the period  commencing  on the date of  execution  hereof and
continuing through and including November 11, 2003,  interest only on the unpaid
principal  balance of the Note shall be due and payable at the lesser of (i) the
Contract Rate or (ii) the Highest  Lawful Rate (as  hereinafter  defined).  Each
such payment in the amount of  $65,011.16  (such amount being  calculated on the
presumption that Borrower makes only the regular  scheduled  payments  described
herein in  accordance  with the terms  hereof)  shall be due and  payable on the
twelfth (12th) day of each month during such period (with the first such payment
being due on April 12, 2003). In addition,  a principal payment in the amount of
$672,385.22 shall be due and payable on November 11, 2003.

          (b)  For the period  commencing  on November  12, 2003 and  continuing
through and including November 11, 2004,  interest only shall be due and payable
at the lesser of (i) the Contract  Rate and (ii) the Highest  Lawful Rate.  Each
such payment in the amount of  $57,166.67  (such amount being  calculated on the
presumption that Borrower makes only the regular  scheduled  payments  described
herein in  accordance  with the terms  hereof)  shall be due and  payable on the
twelfth (12th) day of each month during such period (with the first such payment
being due on December 12, 2003). In addition,  a principal payment in the amount
of $672,385.22 shall be due and payable on November 11, 2004.

          (c)  For the period  commencing  on November  12, 2004 and  continuing
through and  including  November  11, 2005,  accrued and unpaid  interest at the
lesser of (i) the Contract Rate and (ii) the Highest Lawful Rate,  together with
principal payments in the amount of $179,574.24, shall be due and payable on the
twelfth  (12th) day of each  month  (with the first  such  payment  being due on
December 12, 2004).

          (d)  The outstanding principal balance of this Note, together with all
accrued but unpaid  interest  thereon,  shall be due and payable on November 12,
2005 (the "MATURITY DATE").

          Each such monthly  payment shall be applied to the payment of interest
computed at the Contract  Rate, and the balance (if any) shall be applied toward
the reduction of the principal  sum.  Interest on the principal sum of this Note
shall be  calculated  on the basis of the actual  number of days  elapsed in the
related interest accrual period over a  three-hundred-sixty  (360) day year. All
amounts due under this Note shall be payable without setoff, counterclaim or any
other deduction whatsoever. Schedule "1", attached hereto and made a part hereof
for all  purposes,  sets forth the  amounts and dates of the  required  payments
described above.

          2.   INTEREST.  The term  "CONTRACT  RATE" as used in this Note  shall
mean, from the date of execution of this Note through and including the Maturity
Date, a rate of fourteen percent (14%) per annum.

          3.   SECURITY.  This Note is executed in connection  with that certain
Renewal,   Extension,   Increase  and   Modification   Agreement  (the  "RENEWAL
AGREEMENT")  dated of even date herewith,  executed by and among,  among others,
Lender and Borrower, with respect to that certain loan heretofore made by Lender
to  Borrower  (the  "LOAN").  This  Note  is  secured  by (a) a Deed  of  Trust,
Assignment of Leases and Rents,  Security  Agreement and Fixture Filing dated as
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of November  13, 2002,  executed by Borrower for the benefit of Lender  covering
the fee estate of Borrower in certain  premises as more  particularly  described
therein,  as  modified by the Renewal  Agreement  (the "DEED OF TRUST"),  (b) an
Assignment  of Leases  and Rents  dated as of  November  13,  2002  executed  by
Borrower  in  favor  of  Lender,  as  modified  by the  Renewal  Agreement  (the
"ASSIGNMENT  OF  LEASES"),  and (c) the other  Loan  Documents  (as  hereinafter
defined). The term "LOAN DOCUMENTS" as used in this Note means collectively this
Note,  the  Deed of  Trust,  the  Assignment  of  Leases  and any and all  other
documents securing,  evidencing,  or guaranteeing all or any portion of the Loan
or otherwise  executed  and/or  delivered in  connection  with this Note and the
Loan, as modified by the Renewal Agreement.

          4.   LATE  CHARGE.  If any sum  payable  under  this  Note is not paid
within five (5) days of (and  including)  the date on which it is due,  Borrower
shall pay to Lender  upon demand an amount  equal to the lesser of five  percent
(5%) of such unpaid sum or the maximum  amount  permitted by  applicable  law in
order to defray a portion of the  expenses  incurred by Lender in  handling  and
processing such delinquent  payment and to compensate Lender for the loss of the
use of such delinquent  payment. If the day when any payment required under this
Note is due is not a Business Day (as hereinafter  defined),  then payment shall
be due on the first Business Day thereafter.  The term "BUSINESS DAY" shall mean
a day other than (i) a Saturday  or  Sunday,  or (ii) any day on which  national
banking  institutions  in Texas are  authorized or obligated by law or executive
order to be closed.

          5.   DEFAULT AND ACCELERATION.  The whole of the principal sum of this
Note, together with all interest accrued and unpaid thereon,  and all other sums
due under the Loan Documents (all such sums hereinafter collectively referred to
as the "DEBT"), or any portion thereof,  shall without notice become immediately
due and payable at the option of Lender if any payment  required in this Note is
not  paid  within  five  (5)  days  after  the  date on  which it is due and the
continuation  of such  failure to pay for a period of ten (10) days after Lender
delivers written notice thereof to Borrower (provided, however, Lender shall not
be required to give such notice more than twice during the term of this Note) or
upon the  happening  of any other  "EVENT OF DEFAULT" (as defined in the Deed of
Trust).  In the event  that it should  become  necessary  to employ  counsel  to
collect or enforce the Debt or to protect or foreclose  the security  therefore,
Borrower  also shall pay on demand all costs of  collection  incurred by Lender,
including  attorneys'  fees and costs  reasonably  incurred  for the services of
counsel whether or not suit be brought.

          6.   DEFAULT  INTEREST.  Borrower  does  hereby  agree  that  upon the
occurrence of an Event of Default (including upon the failure of Borrower to pay
the Debt in full on the Maturity Date),  Lender shall be entitled to receive and
Borrower  shall pay interest on the entire  unpaid  principal  sum and any other
amounts  due at a rate  (the  "DEFAULT  RATE")  equal to the  lesser  of (a) the
maximum  rate  permitted  by  applicable  law, or (b) one percent (1%) above the
Contract  Rate.  The Default Rate shall be computed  from the  occurrence of the
Event of Default  until the date  Borrower  cures the Event of Default  and such
cure is accepted by Lender. This charge shall be added to the Debt, and shall be
secured by the Deed of Trust. This paragraph, however, shall not be construed as
an agreement or privilege to extend the date of the payment of the Debt,  nor as
a waiver  of any  other  right or  remedy  accruing  to  Lender by reason of the
occurrence of any Event of Default.

          7.   RIGHT TO  PREPAY.  Borrower  reserves  the  right to  prepay  any
principal  of,  and  accrued  and  unpaid  interest  on,  this Note prior to the
Maturity  Date  after  giving  ten (10) days'  prior  written  notice to Lender.
Borrower  acknowledges that this facility is merely a short-term  mezzanine loan
facility and  Borrower  will be required to pay all amounts due and owing hereon
in accordance with the terms hereof no later than the Maturity Date.

          8.   SAVINGS CLAUSE.  It is expressly  stipulated and agreed to be the
intent of Borrower and Lender at all times to comply with  applicable  state law
or applicable United States federal law (to the extent that it permits Lender to
contract for,  charge,  take,  reserve,  or receive a greater amount of interest
than under state law) and that this paragraph shall control every other covenant
and agreement in this Note and the other Loan  Documents.  If the applicable law
(state or federal) is ever  judicially  interpreted so as to render usurious any
amount called for under this Note or under any of the other Loan  Documents,  or
contracted for, charged,  taken, reserved, or received with respect to the Debt,
or if Lender's exercise of the option to accelerate the Maturity Date, or if any
prepayment by Borrower results in Borrower having paid any interest in excess of
that  permitted by applicable  law, then it is Lender's  express intent that all
excess  amounts  theretofore  collected  by  Lender  shall  be  credited  on the
principal  balance  of this Note and all other Debt and the  provisions  of this
Note and the other Loan Documents immediately be deemed reformed and the amounts
thereafter  collectible hereunder and thereunder reduced,  without the necessity

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of the execution of any new documents,  so as to comply with the applicable law,
but so as to permit the  recovery of the  fullest  amount  otherwise  called for
hereunder  or  thereunder.  All sums paid or agreed to be paid to Lender for the
use,  forbearance,  or detention of the Debt shall,  to the extent  permitted by
applicable law, be amortized,  prorated,  allocated,  and spread  throughout the
full stated term of the Debt until payment in full so that the rate or amount of
interest  on account of the Debt does not exceed the  maximum  lawful  rate from
time to time in  effect  and  applicable  to the Debt for so long as the Debt is
outstanding. Notwithstanding anything to the contrary contained herein or in any
of the other Loan Documents, it is not the intention of Lender to accelerate the
maturity of any interest  that has not accrued at the time of such  acceleration
or to collect unearned interest at the time of such acceleration.

          9.   NO ORAL CHANGE; SUCCESSORS AND ASSIGNS;  LIABILITY. This Note may
not be modified,  amended, waived, extended,  changed,  discharged or terminated
orally or by any act or failure to act on the part of  Borrower  or Lender,  but
only by an agreement in writing signed by the party against whom  enforcement of
any modification, amendment, waiver, extension, change, discharge or termination
is sought.  Whenever  used,  the singular  number shall include the plural,  the
plural the singular,  and the words "LENDER" and "BORROWER"  shall include their
respective successors, assigns, heirs, executors and administrators. If Borrower
consists of more than one person or party,  the  obligations  and liabilities of
each such person or party shall be joint and several.

          10.  WAIVERS.  Borrower  and all others who may become  liable for the
payment of all or any part of the Debt do hereby severally waive presentment and
demand' for payment,  notice of dishonor,  protest, notice of protest, notice of
nonpayment,   notice  of  intent  to  accelerate  the  maturity  hereof  and  of
acceleration.  No release of any security for the Debt or any person  liable for
payment  of the  Debt,  no  extension  of time for  payment  of this Note or any
installment  hereof, and no alteration,  amendment or waiver of any provision of
the Loan  Documents  made by  agreement  between  Lender and any other person or
party shall release, modify, amend, waive, extend, change, discharge,  terminate
or affect  the  liability  of  Borrower,  and any other  person or party who may
become liable under the Loan Documents for the payment of all or any part of the
Debt.

          11.  AUTHORITY.   Borrower  (and  the  undersigned  representative  of
Borrower,  if any) represents that Borrower has full power,  authority and legal
right to execute, deliver and perform its obligations pursuant to this Note, the
Deed of Trust and the other Loan Documents and that this Note, the Deed of Trust
and the other  Loan  Documents  constitute  valid  and  binding  obligations  of
Borrower.

          12.  NOTICES.  All  notices  or  other   communications   required  or
permitted to be given pursuant hereto shall be given in the manner  specified in
the Deed of Trust  directed  to the  parties at their  respective  addresses  as
provided therein.

          15.  WAIVER OF JURY TRIAL BORROWER  HEREBY AGREES NOT TO ELECT A TRIAL
BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY,  AND WAIVES ANY RIGHT TO TRIAL BY
JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR  HEREAFTER  EXIST WITH
REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING
IN  CONNECTION  THEREWITH.  THIS  WAIVER  OF  RIGHT  TO  TRIAL  BY JURY IS GIVEN
KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY
EACH  INSTANCE  AND EACH  ISSUE AS TO WHICH THE  RIGHT TO A TRIAL BY JURY  WOULD
OTHERWISE  ACCRUE.  LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH
IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER

          16.  APPLICABLE  LAW.  This Note shall be governed by and construed in
accordance  with the laws of the State of Texas and the  applicable  laws of the
United States of America.

          17.  AMENDMENT AND  RESTATEMENT.  This Note is issued in amendment and
restatement of that certain Deed of Trust Note (the "PRIOR  NOTE"),  dated as of
November 13, 2002, in the stated principal amount of $3,000,000.00, executed and
delivered  by Borrower  and payable to the order of Lender.  The  execution  and
delivery of this Note shall not act as a novation or  extinguishment of the loan
evidenced  by the Prior Note or of any lien or security  interest  securing  the
Prior Note and the Prior Note shall be and continue in full force and effect, as

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amended  and  restated  hereby and by the other  documents  being  executed  and
delivered in  connection  with this Note,  including,  without  limitation,  the
Renewal Agreement.

IN WITNESS  WHEREOF,  Borrower  has duly  executed  this Note on the 24th day of
February,  2003,  but to be  effective  for all  purposes as of the day and year
first above written.


                                      BORROWER:


                                      DRUSHEL MEDICAL GROUP, L.P.,
                                      a Texas limited partnership


                                      By: Drushel Group, LLC,
                                          a Texas limited liability company,
                                          General Partner


                                          By: 2001 Ladbrook, LLC,
                                              a Texas limited liability company,
                                              Manager


                                              By:
                                                  ------------------------------
                                                  Marty L. Due,
                                                  Manager

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