Exhibit 10.01

                           MEDICAL CAPITAL CORPORATION
                            MASTER SERVICE AGREEMENT

     THIS MASTER  SERVICE  AGREEMENT,  including  the  Exhibits  and  Appendices
attached  hereto   ("Agreement"),   is  entered  into  among:   MEDICAL  CAPITAL
CORPORATION  ("Company"),  and  MEDICAL  TRACKING  SERVICES,  INC.  ("Servicer")
effective _____________.

                              STATEMENT OF PURPOSE

     The Company desires to engage Servicer to provide certain  services related
to the processing and servicing  Healthcare and other types of Business Accounts
Receivable,  pursuant to the First Amended Note Issuance and Security  Agreement
between Company and Zions First National Bank ("Trustee").

                                   ARTICLE I

                                    AGREEMENT

     In consideration of the mutual covenants set forth below and other good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:

                                   ARTICLE II

                                      SCOPE

     SECTION 2.01. MASTER SERVICE AGREEMENT. This Agreement outlines the overall
responsibilities  and  relationships  between the  Company  and the  Servicer as
regards the acquisition by Company of accounts  receivables and the provision of
specific  functions  and services by Servicer as outlined in detail under one of
the following Component Agreements, as may be entered into from time to time.

     SECTION  2.02.   ADMINISTRATIVE  SERVICES  AGREEMENT.   Agreement  covering
determination   of  the  Expected  Net  Receivable,   reporting  of  anticipated
reimbursement  and  issuance  of  checks on new work  referred  to  Servicer  by
Company.

                                  ARTICLE III

                                   DEFINITIONS

     SECTION 3.01. GENERAL.  Except as otherwise specified or as the context may
otherwise  require,  the following terms have the respective  meanings set forth
below for all purposes of this Agreement,  and the definitions of such terms are
equally applicable to all genders of such terms.

     "Affiliate of Any Specified Person" means any person directly or indirectly
controlling  or  controlled by or under direct or indirect  common  control with
such  specified  person.  Control means the power to direct the  management  and
policies of such person.
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     "Agreement"  means this Master Service  Agreement  dated as of ________ __,
2003,  between the Company and Servicer,  as amended,  supplemented or otherwise
modified from time to time.

     "Asset"  shall have the  meaning  set forth in Section  3.01(b) of the Note
Issuance and Security Agreement.

     "Batch" means a group of Receivables purchased by the Company from a single
Client on a particular date.

     "Business" means any for-profit or not-for-profit commercial organization.

     "Business  Account Client" means a Business which is acceptable to Servicer
and which has entered into a Purchase Agreement.

     "Business Account Obligor" means any payor or obligor which in the ordinary
course  of its  business  or  activities  agrees to pay for  business  goods and
services received by a Business or individuals.

     "Business Account Receivables" means, with respect to each Business Account
Client,  the business  accounts  existing or hereafter created on the records of
such Business  Accounts  Client,  any and all rights to receive  payments due on
such  accounts  from any Business  Account  Obligor  under or in respect of such
account and all proceeds in any way  derived,  whether  directly or  indirectly,
from any of the foregoing.

     "Business Day" means each Monday, Tuesday,  Wednesday,  Thursday and Friday
which is a day on which banking institutions in the city of Reno, Nevada, or the
city where the corporate trust office or the corporate trust  operations  office
for the Trustee are located and are  authorized or obligated by law or executive
order to close.

     "Cash   Percentage"  or  "Advance  Rate"  means  a  designated   percentage
established  for a Client in the Purchase  Agreement  or other  agreement by and
between the Company and its Client(s)  which  percentage  shall be identified by
the Company to Servicer for each such Client(s).

     "Cash  Portion" or "Cash  Advance"  with respect to a Receivable  means the
Cash  Percentage  multiplied by the Expected Net Receivable with respect to each
such Receivable.

     "Client" means either a Health Care Client or a Business Account Client.

     "Collateral"  has the meaning set forth in the Note  Issuance  and Security
Agreement.

     "Compensable  Receivables"  means all Receivables  purchased by the Company
and  submitted by the Company to the  Servicer for  servicing or as described in
the  Purchase  Agreement  as Eligible  Receivables  (as defined in the  Purchase
Agreement).  However,  with respect to a skilled  nursing  facility or a nursing
home, room and board charges for each patient during any calendar month shall be
deemed to be a single Compensable  Receivable  notwithstanding  purchases by the
Company  of such  Healthcare  Receivables  on a weekly  basis  during a calendar
month.

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     "Component  Agreements" means the Administrative  Services Agreement by and
between Medical Capital Corporation and the Company.

     "Default" means any occurrence that is, or with notice or the lapse of time
or both would become, an Event of Default.

     "Effective  Date"  means  the  date  of  execution  and  delivery  of  this
Agreement.

     "Event of Default" by Servicer has the meaning specified in Section 7.01.

     "Event of Default" by the  Company  has the  meaning  specified  in Section
7.02.

     "Expected  Net  Receivable  (ENR)" with respect to a  Receivable,  means an
amount for such Receivable which shall be calculated by Servicer by: multiplying
the Advance Rate determined by the Company,  or its  Administrator or authorized
agent(s), by the gross amount of such Receivable.

     "Federal  and/or  State  Client  Identification  Number"  means the Federal
Employer  Identification  Number as issued to the Client by the Internal Revenue
Service and/or the Client's  corresponding  Medicare or Medicaid  identification
number and/or the Client's state issued vendor or payee identification number.

     "Government Entity" means the United States of America,  any state, and any
agency or  instrumentality of the United States of America or any state which is
obligated to make any payment with respect to  Medicare,  CHAMPUS,  Medicaid,  a
State Health Title Program and any other type of Receivable representing amounts
owing under any program  established by federal or state law,  including CHAMPUS
as set forth in Title 10,  U.S.C.  Section  1071 et.  seq.,  and the program set
forth in Title 3, I.S.C Section 1713.

     "Health Care Client" means a hospital, medical practitioner,  nursing home,
professional service corporation,  clinic,  medical group or any other client of
healthcare  goods or  services,  each of  which is  acceptable  to  Servicer  as
identified by a Federal and/or State Client Identification Number, or a separate
geographic location and which has entered into a Purchase Agreement.

     "Healthcare  Receivables"  means,  with respect to each Health Care Client,
the patient accounts existing or hereafter created on the records of such Health
Care Client,  any and all rights to receive  payments due on such  accounts from
any Healthcare Insurer or Healthcare Obligor under or in respect of such account
and all proceeds in any way derived, whether directly or indirectly, from any of
the foregoing.

     "Healthcare  Insurer" or  "Healthcare  Obligor"  means any payor or obligor
which in the  ordinary  course of its business or  activities  agrees to pay for
healthcare  goods and services  received by individuals,  including a commercial
insurance company, a nonprofit insurance company (such as Blue Cross/Blue Shield
entity),  an employer or union which  self-insures for employee or member health
insurance and a health  maintenance  organization  approved by the Company other
than a  Governmental  Entity  which is  responsible  for  payment  of all or any

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portion of a Healthcare Receivable.  An Insurer includes any insurance companies
issuing  health,  personal  injury,  workmen's  compensation  or other  types of
insurance, but does not include any individual guarantors or obligors.

     "Lockbox  Account" means a lockbox  account  established by pursuant to the
Note Issuance and Security  Agreement between the Company,  the Trustee,  or the
Servicer on behalf of the Company,  for the collection of Receivables  purchased
by the Company.

     "Medicare  and  Medicaid   Receivables"   means  a  Healthcare   Receivable
representing  a claim  against a  Governmental  Entity  pursuant to the Medicare
program (as set forth in Title 42 U.S.C.  Section 1395 et. seq.) or the Medicaid
Program (as set forth in Title 42 U.S.C. Section 1396 et. seq.).

     "Note Issuance and Security Agreement" means the Note Issuance and Security
Agreement  dated as of  ________  __,  2003 by and between the Company and Zions
First National Bank, as Trustee, as amended from time to time.

     "Obligor"  includes  either a  Healthcare  Obligor  or a  Business  Account
Obligor.

     "Officer"  means,  with  respect to any entity,  the Chairman of the Board,
President,  or a Vice  President,  the Treasurer,  an Assistant  Treasurer,  the
Secretary or an Assistant Secretary of the applicable corporation.

     "Officer's  Certificate" means a certificate that has been signed on behalf
of the Servicer by an individual  who is identified  in that  certificate  as an
Officer of the Servicer.

     "Participation  Interest" with respect to a Receivable,  means a percentage
which  will be  identified  by the  Company  to  Servicer  with  respect to such
Receivable  purchased by the Company or its designee  which  percentage  will be
used pursuant to the Purchase  Agreement to determine the amount  collected with
respect to such  Receivables  in excess of the Sharing  Breakpoint to be paid to
the Client.

     "Person" means any  individual,  corporation,  partnership,  joint venture,
association,   joint  stock   company,   trust,   limited   liability   company,
unincorporated organization or government or any agency or political subdivision
thereof.

     "Purchase  Agreement" means the agreement  between the Company and a Client
pursuant  to which  the  Client  agrees  to sell  the  Company  its  Receivables
substantially in the form set forth in Exhibit A hereto.

     "Purchased  Account File" means, with respect to each Receivable  purchased
by the Company,  the related  billing and invoicing  forms,  patient  consent to
payment and all other medical documents and  authorizations  necessary to obtain
payment from any Obligor.

     "Receivable"   means  any   Healthcare   Receivable  or  Business   Account
Receivable.

     "Repurchase Price" with respect to an Unacceptable Account, means an amount
equal to (a) the  Sharing  Breakpoint  for such  Unacceptable  Account  plus (b)
interest  equal to 18% per annum or such lesser rate  identified  to Servicer by

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the Company on such  difference  from and including the date that payment of the
Repurchase Price is demanded to the date the Repurchase Price is paid.

     "Sharing Breakpoint" with respect to a Receivable, means an amount equal to
the Expected Net Receivable for such  Receivable,  multiplied by a fraction (the
numerator of which is the Cash  Percentage  and the  denominator of which is the
Participation  Interest);  provided,  however,  that  after a Client  has ceased
selling  Receivables  to  the  Company  or the  Company  has  ceased  purchasing
Receivables  from a Client,  the Company shall combine all Receivables for which
there has been no final  settlement,  and  treat  such  Receivables  as a single
Receivable,  at which time the Sharing Breakpoint will become the total Expected
Net Receivable of all previously unpaid  Receivables of such Client,  multiplied
by a fraction (the numerator of which is the Cash Percentage and the denominator
of which is the weighted average of the  Participation  Interest for all of such
combined  Receivables of such Client).  The Company shall give Servicer  written
notice  indicating  when the above provision is to be used in the preparation of
reports by Servicer.

     "State Health Title Program" means any Medicare or other state-administered
or state-funded program that provides health care services.

     "Trustee"  means the  designated  entity  acting as trustee  under the Note
Issuance  and  Security  Agreement  pursuant to which the Company is  purchasing
Receivables.

     "Unacceptable  Account"  means a  Receivable  purchased  by the Company for
which there has been an uncured  breach of a  representation  or warranty by the
client pursuant to the terms of the Purchase Agreement and a Receivable which is
not  included  in any of the  collateral  coverage  ratios set forth in the Note
Issuance and Security Agreement.

                                   ARTICLE IV

   SERVICES PROVIDED BY SERVICER RELATED TO: PURCHASE OF HEALTHCARE AND OTHER
 TYPES OF BUSINESS ACCOUNTS RECEIVABLE AND SERVICING, TRACKING AND REPORTING ON
                           OTHER FORMS OF COLLATERAL

     SECTION 4.01.  OBTAINING  HEALTHCARE  AND OTHER TYPES OF BUSINESS  ACCOUNTS
RECEIVABLE  DATA RECORDS.  The Company or its designee will instruct each Client
to furnish  Servicer with all information and data relating to each  Compensable
Receivable  which is  necessary  for the  Servicer  to  perform  its  duties  as
described in the relevant Exhibits attached to this Agreement for each Component
Agreement.  In the event  the  information  or data  provided  by the  Client to
Servicer  requires  clarification,  Servicer will communicate  directly with the
Client to obtain such clarification.

     SECTION 4.02. REPORTING ON RECEIVABLES.  In addition to the information set
forth and described in the relevant Exhibit for each Component  Agreement to the
extent required (a) for the  preparation of the required  reports (to the extent
that  such  information  is  different  from  prior  information   submitted  to
Servicer);  (b) for Servicer to identify the Client and its  receivables  and to
set it up on its systems;  and (c) for Servicer to identify the parameters  that
the Company utilizes for entering into  transactions  with such Client,  Company
will assure the required  information is timely  supplied to Servicer by Company
or Client.

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     SECTION  4.03.  POSSESSION  OF  RECEIVABLE   DOCUMENTS.   Unless  otherwise
specified herein,  for two years from the resolution of the claim represented by
the respective  Compensable Receivable for which Servicer has provided servicing
or billing services, servicer shall maintain, for the benefit of the Company and
the Trustee on behalf of the trust  created under the Note Issuance and Security
Agreement,  physical  possession  of good and legible  copies  (which copies may
consist of or electronic  media) of the  Purchased  Account File with respect to
each Compensable  Receivable purchased by the Company,  together with such other
instruments or documents  that modify or supplement  the Purchased  Account File
and all  other  instruments  and  documents  generated  by or  coming  into  the
possession of Servicer that are required to document or service such Receivable;
including,  but not limited to,  insurance  claim files,  ledger showing payment
records,  the  premium  receipts,  correspondence  and  current  and  historical
computerized  data files,  whether developed or originated by Servicer or others
who have delivered such items to Servicer.  No earlier than the end of 24 months
from the date on which the  respective  Compensable  Receivable was purchased by
the Company, Servicer will notify the Company of the proposed destruction of the
foregoing documents and electronic media and, if requested by the Company within
10  days  of the  Company's  receipt  of such  notification,  transfer  physical
possession of the foregoing documents and electronic media to the Company or the
applicable  Client.  Any such transfer  shall be at the  Company's  cost. If the
Company does not request such transfer within such 10-day periods,  Servicer may
destroy  such  documents  and  electronic  media.  Prior  to  destruction,  each
Purchased  Account File shall remain the property of the Company  regardless  of
whether Servicer or the Company has physical possession.

     SECTION 4.04. DATA PROCESSING OF INFORMATION  SUPPLIED  PURSUANT TO SECTION
4.01 AND SECTION 4.02. Servicer shall enter into the applicable tracking system,
either by electronic data  interchange or manually the accounts  receivable data
necessary  to  adequately  and  properly  service,  monitor  and  report  on the
receivables  delivered to Servicer pursuant to Section 4.01 above. Servicer will
make every effort to maintain  data in a manner that  complies  with all federal
and state requirements regarding maintaining the confidentiality of the contents
of the receivables files.

     SECTION 4.05.  IMPLEMENTATION OF PROCEDURES AT CLIENT'S LOCATION.  Company,
or its assigns, assisted by Servicer, shall use reasonable efforts and resources
to cause  Clients to implement  appropriate  procedures  and  processes in their
offices  for the  purpose of  maintaining  adequate  records  of the  collateral
pledged to the Company.  The Company will also make reasonable  demands to cause
the Clients to exercise due care and  custodianship  of the  collateral so as to
ensure it is adequately insured and that adequate safekeeping measures are taken
to preserve its value.

     SECTION 4.06.  SERVICER'S FEES. Servicer shall be compensated for providing
a variety of services in the method outlined below:

          (a) Servicer is to be paid a fee of $1,500 (one thousand five hundred)
     per new client for  establishing  a new  claims  management  account in its
     claims management computer system.

          (b) Servicer is to be paid a fee of $1,500 (one thousand five hundred)
     per new client for establishing a new electronic data interface between the
     new client's billing system and the tracking system of Servicer.

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          (c)  Servicer  is to be paid a fee of $2.00  per  claim  posted on its
     tracking system. This posting process includes the entering on the tracking
     system of the billing  charges and also entering on the tracking system the
     payments  received from the various payors.  This charge is the same if the
     entries are facilitated  manually, or by electronic data interface posting.
     This charge also applies if the client  provides the Servicer  with billing
     claims that duplicate the claims that have been previously  provided to the
     Servicer.

          (d) Servicer is to be paid $.15 per page copied of various  documents,
     reports or information.

          (e) Servicer is to be paid a fee of a minimum charge of $200 per month
     for tracking and reporting on each individual  client.  This minimum fee is
     to cover the Servicer's administrative, equipment and other overhead costs.

                                   ARTICLE V

                                    COVENANTS

     SECTION 5.01.  CORPORATE EXISTENCE:  SERVICER.  Servicer shall keep in full
force and effect its existence and good standing as a corporation under the laws
of the State of Nevada and will  obtain and  preserve  its  qualification  to do
business  as  a  foreign   corporation  in  each   jurisdiction  in  which  such
qualification  is or shall be necessary to enable Servicer to perform its duties
under this Agreement.

     SECTION 5.02. SERVICER'S AGREEMENT NOT TO TERMINATE.

          (a) Except as provided in Section 5.02(b), in event of Company Default
     and  failure  to cure that  Default  within 30 days of  receipt  of written
     notification  from Servicer,  Servicer shall not resign from the duties and
     obligations hereby imposed on it except upon the consent of the Company and
     the Trustee.

          (b) Servicer  shall give written notice to the Company and the Trustee
     within  30 days of an  occurrence  and  continuance  of an event  for which
     notice was given to the Company and the proper cure period expired, and now
     constitutes an Event of Default of the Company. It is agreed by the parties
     that the period of time for Servicer to discontinue performance of services
     shall be 30 days,  which shall begin to run at such time as notice is given
     to the Company and Trustee.

     SECTION 5.03. COVENANTS OF COMPANY:  CORPORATE EXISTENCE. The Company shall
keep in full force and effect its  existence  and good standing as a corporation
under  the laws of the  State  of  Nevada  and  will  obtain  and  preserve  its
qualification  to do business as a foreign entity in each  jurisdiction in which
such qualification is or shall be necessary to enable the Company to perform its
duties under this Agreement.

     SECTION 5.04. NO DEFAULT CERTIFICATION.  Within thirty (30) days after each
twelve  (12)  month  interval  beginning  with the date of this  Agreement,  the
Servicer  will  deliver to the  Company or the  Trustee,  as the case may be, an
Officer's  Certificate  of Servicer  certifying  that (a) no Default or Event of
Default  exists under this  Agreement,  or if such a Default or Event of Default
exists, the Officer's  Certificate shall identify same and specify actions being

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taken to cure same; and (b) all  representations and warranties made by Servicer
in Section 6.01 of this Agreement remain true and correct as of the date of such
Officer's  Certificate  or if such  representation  and warranties do not remain
true and correct,  the Officer's  Certificate shall identify which do not remain
true and  correct,  and shall  specify  actions  being  taken to cure  same.  In
accordance with the above referenced time interval,  upon the Trustee's request,
the Company shall deliver to the Servicer or the Trustee, as the case may be, an
Officer's Certificate of the Company certifying both (a) and (b) above.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

     SECTION 6.01.  REPRESENTATIONS AND WARRANTIES OF SERVICER.  Servicer hereby
represents,  warrants and  covenants to the Company and the Trustee  that, as of
the date hereof:

          (a) Servicer is a corporation duly organized, and validly existing and
     in good standing under the laws of the State of Nevada with corporate power
     and  authority  to conduct  its  business  as  currently  conducted  and as
     contemplated by this Agreement:

               (i) All necessary  corporate  action has been taken by Company to
          authorize  and empower  Servicer and its officers or  representatives,
          acting on  Servicer's  behalf,  to ensure  Servicer has full power and
          authority to execute, deliver and perform this Agreement.

               (ii) The execution and delivery of this Agreement by Servicer and
          its  performance  and compliance with the terms of this Agreement will
          not  violate  Servicer's  organization  and  regulatory  documents  or
          constitute a default (or an event which, with notice or lapse of time,
          or both,  would  constitute a default)  under, or result in the breach
          of, any material  contract,  indenture,  loan, credit agreement or any
          other  agreement or instrument  to which  Servicer is a party or which
          may be applicable to Servicer or any of its assets.

               (iii)  Servicer is not in  violation  of, and the  execution  and
          delivery  of  this  Agreement  by  Servicer  and its  performance  and
          compliance  with the terms of this  Agreement  will not  constitute  a
          violation  with  respect  to,  any order or decree of any court or any
          order,  regulation  or  demand of any  federal,  state,  municipal  or
          governmental  agency,  which  violation might have  consequences  that
          would  materially  and adversely  affect the  condition  (financial or
          other)  or  options  of  Servicer  or its  properties  or  might  have
          consequences  that would affect the  performance  or its properties or
          might have  consequences  that would  affect  the  performance  of its
          duties hereunder; provided, however, that Servicer is not representing
          or warranting whether its performance and compliance with the terms of
          this  Agreement  will  constitute  a violation  under the  Medicare or
          Medicaid  laws or other  federal or state laws  referenced  in Section
          6.02(g) below.

               (iv) To the  knowledge of Servicer,  no  proceeding  of any kind,
          including,   but  not   limited   to,   litigation,   arbitration   or

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          administrative,  is pending or threatened  against or  contemplated by
          Servicer  which  would  have  any  material   adverse  effect  on  the
          execution, delivery, performance or enforceability of this Agreement.

               (v)  No  information,   certificate  of  an  officer,   statement
          furnished in writing or report delivered to the Company or the Trustee
          by Servicer  regarding  this  Agreement  or the duties or  obligations
          contemplated  by the  Agreement  has, to the  knowledge  of  Servicer,
          contained  any  untrue  statement  of a  material  fact or  omitted  a
          material  fact  necessary  to  make  the   information,   certificate,
          statement or report not misleading.

          (b)  It  is  understood  and  agreed  that  the   representations  and
     warranties set forth in this Section 6.01 shall inure to the benefit of the
     Company and the Trustee.

     SECTION 6.02.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company
hereby  represents,  warrants  and  covenants to Servicer  that,  as of the date
hereof and as of the date of each  delivery  of a Purchased  Account  File for a
Healthcare  Receivable  and  other  types of  Business  Accounts  Receivable  to
Servicer:

          (a) The Company is a corporation duly organized,  and validly existing
     and in good standing under the laws of the State of Delaware with power and
     authority  to  conduct  its  business  as   currently   conducted   and  is
     contemplated by this Agreement.

          (b) All necessary partnership,  regulatory or other similar action has
     been  taken to  authorize  and  empower  the  Company  and the  officer  or
     representatives  acting on the Company's  behalf,  and the Company has full
     power and authority to execute, deliver and perform this Agreement.

          (c) The  execution  and delivery of this  Agreement by the Company and
     its  performance  and compliance  with the terms of this Agreement will not
     violate the Company's organization and regulatory documents or constitute a
     default (or an event which,  with notice of lapse of time,  or both,  would
     constitute  a default)  under,  or result in the  breach  of, any  material
     contract,  indenture,  loan  credit  agreement  or any other  agreement  or
     instrument  to which the Company is a party or which may be  applicable  to
     the Company or any of its assets.

          (d) This Agreement  constitutes a valid,  legal and binding obligation
     of the  Company,  enforceable  against  it in  accordance  with  the  terms
     thereof,  subject to  applicable  bankruptcy,  insolvency,  reorganization,
     moratorium  and other laws affecting the  enforcement of creditor's  rights
     generally and to general  principles or equity,  regardless of whether such
     enforcement is considered in a proceeding in equity or at law.

          (e) The Company is not in violation of and the  execution and delivery
     of this Agreement by the Company and its  performance  and compliance  with
     the terms of this  Agreement  will not  constitute a violation with respect
     to,  any law,  order or  decree of any court or any  order,  regulation  or
     demand of any federal,  state,  municipal  or  governmental  agency,  which

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     violation  might have  consequences  that would  materially  and  adversely
     affect the  condition  (financial or other) or operations of the Company or
     its properties or might have consequences that would affect the performance
     of its duties hereunder.

          (f) To the  knowledge  of the  Company,  no  proceeding  of any  kind,
     including,  but  not  limited  to,  litigation,  arbitration,  judicial  or
     administrative,  is pending or threatened  against or  contemplated  by the
     Company which would under any circumstance have any material adverse effect
     on  the  execution,   delivery,   performance  or  enforceability  of  this
     Agreement.

          (g) The  Company's  purchase of  Healthcare  Receivables  representing
     claims  under the Medicare  and  Medicaid  programs and any other  programs
     established by  Governmental  Entities,  as  contemplated by the respective
     Purchase  Agreements,  will not violate any  provisions of the Medicare Act
     (42  U.S.C.  Sections  1395-1396)  or the  Medicaid  Program  of the Social
     Security Act (42 U.S.C.  Sections  1396-1396p)  or any other  provisions of
     federal or state law which provide for payment for  healthcare  services to
     be made to the Clients of such services.

          (h) No information,  certificate of an officer, statement furnished in
     writing or report delivered to Servicer by the Company, to the knowledge of
     the Company,  contains any untrue  statement of a material  fact or omits a
     material fact necessary to make the information,  certificate, statement or
     report not misleading.

     It is understood  and agreed that the  representations  and  warranties set
forth in this  Section  6.02 shall inure to the benefit of the  Servicer and the
Trustee.

                                  ARTICLE VII

                                     DEFAULT

     SECTION 7.01. EVENTS OF DEFAULT--SERVICER.  Any act or occurrence described
in this Section 7.01 shall constitute an Event of Default by Servicer under this
Agreement.

          (a) Any failure to deposit in the Lockbox Account any payment required
     to be so deposited by Servicer under the terms of this Agreement other than
     a failure that does not continue for more than two Business  Days after the
     earlier of (i)  discovery  of such failure by an Officer of the Servicer or
     (ii) delivery of written notice of such failure to Servicer by or on behalf
     of the Company or the Trustee.

          (b) Any failure on the part of Servicer  duly to observe or perform in
     any material  respect any of the other  covenants or agreements on the part
     of Servicer to be performed under this Agreement,  which failure  continues
     unremedied  for a period  of (i) five  Business  Days with  respect  to the
     delivery  of  reports  required  by a  Component  Agreement;  and (ii) with
     respect to all other  covenants or  agreements,  30 calendar days after the
     date on which  written  notice of such  failure,  requiring  the same to be
     remedied,  shall have been given to Servicer by or on behalf of the Company
     or the Trustee.

          (c) The entry of a decree  or order for  relief by any court or agency
     or supervisory  authority having  jurisdiction in respect of Servicer in an
     involuntary  case under any present or future federal or state  bankruptcy,
     insolvency or similar law, or appointing a receiver, liquidator,  assignee,
     trustee,   custodian,   conservator  or  other  similar   official  in  any
     insolvency,  readjustment of debt, marshalling of assets and liabilities or

                                       10
<PAGE>
     similar proceedings,  ordering the winding up or liquidation of the affairs
     of Servicer shall have been entered against Servicer and the continuance of
     any such  decree  or  order  unstayed  and in  effect  for a  period  of 60
     consecutive days.

          (d) Servicer  shall consent to the  appointment  of a  conservator  or
     receiver or liquidator in any bankruptcy, insolvency, readjustment of debt,
     marshalling of assets and liabilities or similar proceedings of or relating
     to Servicer or relating to all or substantially all of its property.

          (e) Servicer shall (i) admit in writing its inability to pay its debts
     generally  as they become  due;  (ii)  commence a voluntary  case under the
     federal  bankruptcy laws, as now or hereafter in effect,  or any present or
     future federal or state bankruptcy, insolvency or similar law; (ii) consent
     to the  appointment  of or taking  possession  by a  receiver,  liquidator,
     assignee,  trustee,  custodian,  sequestrator or other similar  official of
     Servicer or of a substantial part of its property; (iii) make an assignment
     for the benefit of its  creditors;  (iv) fail generally to pay its debts as
     such debts become due; or (v) take  corporate  action in furtherance of any
     of the foregoing.

          (f) Any  material  representation,  warranty or  statement of Servicer
     made  herein  or in any  certificate,  report  of other  writing  delivered
     pursuant  hereto shall prove to be incorrect in any material  respect as of
     the time when the same shall have been made and,  within 30  calendar  days
     after  written  notice  thereof  shall have been given to Servicer by or on
     behalf of the Company or the  Trustee,  the  circumstance  or  condition in
     respect of which such  representation,  warranty or statement was incorrect
     shall not have been  eliminated or otherwise  cured and the adverse effects
     thereof shall not have been cured.

     SECTION 7.02. EVENTS OF  DEFAULT--COMPANY.  Any act or occurrence described
in this Section 7.02 shall  constitute an Event of Default by Company under this
Agreement.

          (a) Any  failure by the Company to timely make any payment to Servicer
     required to be made by the Company  pursuant to this Agreement other than a
     failure that does not  continue  for more than two Business  Days after the
     earlier of (i)  discovery  of such  failure by an Officer of the Company or
     (ii)  delivery  of written  notice of such  failure to the Company by or on
     behalf of the Servicer shall  constitute an Event of Default by the Company
     under  this  Agreement.  If any fees or  expenses  are not paid  when  due,
     Company  agrees to pay a late  charge on the past due  amount  equal to the
     lower of 1 1/2% of such amount per month,  or the maximum  rate  allowed by
     law.

          (b)  Failure of the  Company to  provide  information  or to use their
     influence  and  authority  to cause  information  required  for  Servicer's
     processing  to be furnished by the Company or Client  within the time frame
     stipulated in the Component Agreement.

          (c) The entry of a decree  or order for  relief by any court or agency
     or supervisory  authority having  jurisdiction in respect of the Company in
     an  involuntary   case  under  any  present  or  future  federal  or  state
     bankruptcy,   insolvency   or  similar  law,  or   appointing  a  receiver,
     liquidator,  assignee,  trustee,  custodian,  conservator  or other similar

                                       11
<PAGE>
     official in any insolvency, readjustment of debt, marshalling of assets and
     liabilities or similar proceedings,  ordering the winding up or liquidation
     of the affairs of Servicer shall have been entered  against the Company and
     the  continuance  of any such decree or order  unstayed and in effect for a
     period of 60 consecutive days

          (d) The Company shall  consent to the  appointment  of a  conservator,
     receiver or liquidator in any bankruptcy, insolvency, readjustment of debt,
     marshalling of assets and liabilities or similar proceedings of or relating
     to the Company or relating to all or substantially all of its property.

          (e) The Company  shall (i) admit in writing its  inability  to pay its
     debts  generally as they become due; (ii)  commence a voluntary  case under
     the federal  bankruptcy laws, as now or hereafter in effect, or any present
     or future  federal or state  bankruptcy,  insolvency or similar law;  (iii)
     consent  to  the  appointment  of  or  taking  possession  by  a  receiver,
     liquidator,  assignee,  trustee,  custodian,  sequestrator or other similar
     official of the Company or of a substantial part of its property; (iv) make
     an assignment for the benefit of its  creditors;  (v) fail generally to pay
     its  debts as such  debts  become  due;  or (vi) take  corporate  action in
     furtherance of any of the foregoing.

     SECTION  7.03.  REMEDIES  FOR EVENT OF DEFAULT BY  COMPANY.  If an Event of
Default  by the  Company  shall  have  occurred  and be  continuing  under  this
Agreement  for a period of 30 days from the time of notice in writing,  Servicer
shall be entitled to terminate this Agreement pursuant to notifications outlined
in Section  5.02,  subject  to Section  5.02(a),  and cease all  Servicing  with
respect to Purchased Accounts in its possession,  in which event it shall return
the  Purchased  Accounts to the Company and shall be entitled to retain all fees
previously paid by the Company to Servicer as per Section 5.02(b).

     SECTION  7.04.  REMEDIES FOR EVENT OF DEFAULT BY  SERVICER.  If an Event of
Default  by the  Servicer  shall  have  occurred  and be  continuing  under this
Agreement  for a period of 30 days from the time of notice in  writing,  Company
shall be entitled to (a) appoint a successor  Servicer,  subject to the approval
of the  Trustee;  (b) enter the  premises of the  Servicer for any or all of the
following purposes:  (i) assuming control of management of the servicing duties;
(ii) replacing  date-entry and posting staff;  (iii)  redirection of mail to the
Client;  or (iv) removal of all database  containing  equipment,  computers  and
servers; and (c) a right of offset of fees for any uncorrected servicing related
errors in an amount equal to the costs incurred correcting such errors.

                                  ARTICLE VIII

                            INDEMNITY AND EXCULPATION

     SECTION 8.01. INDEMNIFICATION OF COMPANY AND SERVICER.

          (a) INDEMNIFICATION BY SERVICER.  Servicer shall indemnify, defend and
     hold  harmless the Company,  the Trustee and trust  created  under the Note
     Issuance  and  Security  Agreement,  from and  against  any and all losses,
     costs, expenses,  damages and liabilities,  including,  without limitation,
     reasonable  attorney's fees and court costs,  directly  attributable to any
     claim  by any  third  party  that  Servicer  committed  any  act  involving
     negligence,  willful misconduct, or breach of this Agreement; provided that
     as to third-party  claims a court of competent  jurisdiction has determined
     that Servicer's actions involved  negligence,  willful misconduct or breach

                                       12
<PAGE>
     of this Agreement (a "Servicer Adjudication"), and; provided, further, that
     Servicer is given prompt written notice of such third-party claim after the
     Company or the Trustee  becomes  aware of the same,  reasonable  assistance
     from the Company and sole  authority to defend or settle such claim subject
     to Section 8.02.  Servicer  shall have no obligation  under this Section if
     such claim arises from Servicer's or a  subcontractor's  compliance with or
     reliance upon the Company's,  Trustee's or the Lockbox  Account bank's data
     specification   or   instructions,   policies  or  procedures  or  if  such
     third-party claim is the direct result of the negligence of Trustee.

          (b)  INDEMNIFICATION BY COMPANY.  Company shall indemnify,  defend and
     hold  harmless  the  Servicer  from and against any and all losses,  costs,
     expenses, damages and liabilities including, without limitation, reasonable
     attorney's fees and court costs,  directly attributable to any claim by any
     third-party that Company  committed any act involving  negligence,  willful
     misconduct, or breach of this Agreement; provided that a court of competent
     jurisdiction has determined that the Company's actions involved negligence,
     willful  misconduct or breach of this Agreement (a "Company  Adjudication")
     and, provided further,  that Company is given prompt written notice of such
     third-party  claim after the Servicer or the Trustee  becomes  aware of the
     same,  reasonable assistance from the Servicer and sole authority to defend
     or settle  such  claim  subject  to  Section  8.03.  Company  shall have no
     obligation  under this  Section if such claim  arises from  Company's  or a
     subcontractor's  compliance  with or reliance  upon the  Servicer's  or the
     Lockbox Account bank's data,  specification  or  instructions,  policies or
     procedures.

     SECTION 8.02. PROCEDURE FOR THIRD PARTY CLAIM INDEMNIFICATION. In the event
any third party  asserts any claim:  (a) against the Company with respect to any
matter to which  the  indemnification  of  Section  8.01(a)  may  eventually  be
applicable;  or (b) against Servicer with respect to any matters as to which the
indemnification of Section 8.01(b) may eventually be applicable, then the Person
seeking indemnification (the "Indemnified Party") shall give notice to the other
Person (the "Indemnifying Party") of such claim and the Indemnifying Party shall
have the right at its  election to take over the defense or  settlement  of such
claim at its own  expense by giving  notice of such  election  in writing to the
Indemnified  Party. If the Indemnifying  Party does not give notice and does not
proceed to diligently  defend such third-party claim within 30 days after notice
from the Indemnified  Party, the Indemnifying  Party shall have no further right
to defend  such  third-party  claim or  participate  in the  negotiation  of any
settlement  but shall  reimburse the  Indemnified  Party for all losses,  costs,
expenses,  damages and liabilities,  including  without  limitation,  reasonable
attorney's  fees and court costs  related to the defense or  settlement  of such
third-party  claim. The  Indemnifying  Party shall be entitled to participate in
and,  upon notice to the  Indemnified  Party,  assist in the defense of any such
action  or claim  in  reasonable  cooperation  with,  and  with  the  reasonable
cooperation of, the Indemnified Party .The Indemnified Party will have the right
to employ its own  counsel in any such  action in addition to the counsel to the
Indemnifying  Party,  but the fees and  expenses of such  counsel will be at the
expense of such Indemnified  Party,  unless (i) the employment of counsel by the
Indemnified  Party  at  its  expense  has  been  authorized  in  writing  by the
Indemnifying Party; (ii) the Indemnifying Party has not in fact employed counsel
to assume the defense of such action  within a reasonable  time after  receiving
notice of the commencement of the action; or (iii) the named parties to any such
action  or  proceeding  (including  any  impleaded  parties)  include  both  the

                                       13
<PAGE>
Indemnifying  Party and one or more  Indemnified  Parties,  and the  Indemnified
Parties  shall have been  advised by counsel that there may be one or more legal
defenses  available  to them which are  different  from or in  addition to those
available to the  Indemnifying  Party (it being  understood,  however,  that the
Indemnifying  Party  shall  not,  in  connection  with  any one such  action  or
proceeding  or  separate  but  substantially   similar  or  related  actions  or
proceedings in the same jurisdiction arising out of the same general allegations
or  circumstances,  be liable for the reasonable  fees and expenses of more than
one separate firm of attorneys at any time for the Indemnified  Party). The fees
and expenses of counsel,  except for the Indemnified  Party's  separate  counsel
retained  under  circumstances  that are not set  forth in (i),  (ii) and  (iii)
above,  will be at the expense of the Indemnifying  Party, and all such fees and
expenses will be reimbursed promptly as they are incurred.  No settlement of any
such claim or action,  including an admission of liability or the  imposition of
duties of  performance  or payment of fines or other  monetary  amounts upon the
Indemnified  Party or the  Indemnifying  Party shall be entered into without the
prior written consent of the Indemnified Party or, if the Indemnifying  Party is
not controlling  the  proceedings,  the  Indemnifying  Party.  Any failure by an
Indemnified  Party to comply with the  provisions  of this Section shall relieve
the  Indemnifying  Party of liability only if such failure is prejudicial to the
position  of the  Indemnifying  Party  and  then  only  to the  extent  of  such
prejudice.

     SECTION  8.03.  OTHER  PROVISIONS  LIMITING  LIABILITY.  In no event  shall
Servicer  or Company be liable to each other or to any third  party for any lost
profits,  lost business  opportunities or any other  consequential or incidental
damages arising out of or related to this Agreement or the Processing  Services.
This  limitation  of liability  shall apply even if Servicer or Company has been
advised of the possibility of such damages. Servicer shall not be liable for any
action taken or omitted by the Company or the Trustee. Servicer may rely in good
faith and shall be protected in acting upon (a) any document or  information  of
any kind  respecting  any matter  arising  hereunder  believed by Servicer to be
genuine and correct and to have been signed or sent by the proper person and (b)
any  instructions,  consents,  notices,  or waivers  given by the Company or the
Trustee.  Notwithstanding  Section 8.01(a) or 8.01(b),  the indemnity obligation
owed to an  Indemnified  Party shall be reduced to the extent of an  Indemnified
Party's  comparative  negligence  as determined  by a Servicer  Adjudication  or
Company Adjudication as the case may be.

                                   ARTICLE IX

                        TERM AND TERMINATION OF AGREEMENT

     SECTION 9.01. TERM AND TERMINATION OF AGREEMENT.

          (a) The  initial  term of  this  Agreement  shall  commence  upon  the
     Effective  Date and  expire  at  midnight  on the  first  anniversary  date
     thereof,  unless  terminated  pursuant to the terms  hereof.  Assuming  the
     parties  elect not to  terminate  the  agreement by giving  written  notice
     thereof at least 90 days in advance of the initial  anniversary  date, then
     the agreement shall automatically renew for an additional  five-year period
     from the initial  anniversary  date.  Thereafter,  the five-year term shall
     renew automatically,  and perpetually, in successive five-year terms unless
     prior written notice is given to the non-terminating party at least 90 days
     prior to the applicable expiration date.

                                       14
<PAGE>
          (b) Absent an Event of Default of this Agreement, this Agreement shall
     not be  terminated  solely  as a result  or an Event of  Default  under the
     Indenture (unless such action or omission is also an Event of Default under
     the terms of this Agreement) or any action taken by the Trustee  thereafter
     with respect thereto, and any liquidation or preservation of the Collateral
     by the  Trustee  thereafter  shall be subject to the rights of  Servicer to
     service the Receivables and to collect  servicing  compensation as provided
     hereunder.

          (c) All rights accrued and obligations  incurred by any party prior to
     termination of this Agreement shall continue to exist  notwithstanding such
     termination.

     SECTION  9.02.  TRANSFER OF  SERVICING.  In the event  servicing  performed
hereunder is terminated by Company,  Servicer  shall (a) pay over to the Trustee
or any other  Person  entitled  thereto  all other  moneys  with  respect to the
Receivables  held by Servicer  less any amounts then due to Servicer  under this
Agreement;  (b) subject to Section  7.02,  release the servicing and deliver all
the Purchased Account Files then in the possession of Servicer to the Company or
any other  person or entity as  designated  by the  Company  and (c) perform all
steps required of the Servicer of accounts receivable to transfer such servicing
under  applicable  law,  provided  that all costs and expenses of such  transfer
shall be paid by the Company.

     SECTION 9.03.  Without  limitation to the foregoing,  and to facilitate the
transfer of servicing to the  successor  Servicer,  the Servicer  shall,  at the
Company's sole expense  (except as provided in the provisions  above),  promptly
deliver to the  Company,  from time to time,  upon  request of the  Company  and
provided that at the time of such request all amounts owing Servicer pursuant to
this  Agreement  have been paid, a  computer-generated  magnetic  test tape (the
"Tape") in a form  acceptable  to the Company and with  programming  adjustments
containing  any  information   regarding  the  Receivables   which  the  Company
reasonably requests in good faith. Upon transfer of servicing, the Company shall
certify to the Trustee that all Purchased Account Files are in the possession of
the successor  Servicer.  The Servicer and the Company shall  cooperate with one
another to facilitate an orderly transfer of servicing.

     SECTION 9.04. Following the transfer of servicing by Servicer,  all amounts
relating to the Receivables collected by Servicer shall be received in trust for
the benefit of the Company and the  Trustee  and  immediately  forwarded  to the
Trustee within two Business Days after the date of receipt of such amounts.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

     SECTION 10.01.  AMENDMENT.  Except as provided  herein under Section 10.07,
this  Agreement  may only be amended by the  written  agreement  of the  parties
hereto;  provided that the Trustee shall have given its prior written consent to
such  amendment.  Servicer  may  amend the terms  and  conditions  of  Component
Agreements if necessary to conform to the  requirements of applicable law or the
policies  or  requirements  of payors by giving  Company  prior  written  notice
thereof.

                                       15
<PAGE>
     SECTION 10.02.  WAIVERS. The failure of either party at any time to require
performance  by the other of any  provision  of this  Agreement  shall in no way
affect that  party's  right to enforce such  provision,  nor shall the waiver by
either party of any breach of any  provision of this  Agreement be taken or held
to be a  waiver  of any  further  breach  of the  same  provision  or any  other
provision.

     SECTION  10.03.  NOTICES.  All  notices,   requests,   consents  and  other
communications hereunder shall be in writing and shall be sufficiently given and
shall be deemed given when delivered  personally or mailed by first-class  mail,
postage  prepaid,  or sent by  telegram,  telex or  telecopy,  or other  similar
facsimile communication,  or when given by telephone, confirmed in writing, sent
by any of the above  methods  on the same day,  addressed  as  follows or to any
other address designated in writing by the applicable Party:

               To Servicer:         Medical Tracking Services, Inc.
                                    5190 Neil Road, Suite 205
                                    Reno, NV 89502
                                    Telephone: (800) 818-1102
                                    Facsimile: (775) 825-8822

               To Company:          Medical Capital Corporation
                                    5190 Neil Road, Suite 205
                                    Reno, NV 89502
                                    Telephone: (800) 818-1102
                                    Facsimile: (775) 825-8822

     SECTION 10.04.  SEVERABILITY OF PROVISION.  If one or more of provisions of
this Agreement  shall be for any reason  whatever held invalid,  such provisions
shall  be  deemed  severable  from  the  remaining  covenants,   agreements  and
provisions  of this  Agreement  and  shall  in no way  affect  the  validity  or
enforceability of such remaining provisions or the rights of any parties hereto.
To the extent  permitted by law, the parties  hereto waive any provision of law,
which renders any provision of this Agreement prohibited or unenforceable in any
respect.

     SECTION 10.05. RIGHTS CUMULATIVE.  Except as specifically set forth herein,
all rights and  remedies  from time to time  conferred  upon or  reserved to the
Company,  the  Trustee,  or  Servicer  or to any or  all  of the  foregoing  are
cumulative,  and  none is  intended  to be  exclusive  of  another.  No delay or
omission in insisting upon the strict observance of performance of any provision
of this Agreement,  or in exercising any right or remedy shall be construed as a
waiver or  relinquishment  of such provision,  nor shall it impair such right or
remedy.  Except as specifically set forth herein,  every right and remedy may be
exercised from time to time as often as deemed expedient.

     SECTION 10.06. INSPECTION AND AUDIT RIGHTS.

          (a) Servicer  agrees that, upon prior written notice and to the extent
     permitted  under laws  relating to the  privacy  rights of  patients,  will
     permit the Company or independent  certified public accountants selected by
     the  Company,  during  Servicer's  normal  business  hours,  to examine the
     Purchased  Account Files,  all the books of account,  records,  reports and
     other  papers in the  possession  of Servicer  relating to the  Receivables

                                       16
<PAGE>
     purchased by the Company and to make copies and extracts  therefrom such as
     to cause such books to be audited  for the purpose of (i)  confirming  that
     nothing has come to their  attention  that causes them to believe  that the
     servicing has not been conducted in substantial  compliance  with the terms
     and conditions set forth in Exhibit B and (ii)  reconciling on a test basis
     the information  contained in the weekly reports  delivered by the Servicer
     with information contained in the accounts, records and computer systems of
     Servicer.

          (b) Servicer  shall,  upon the prior  written  request of the Trustee,
     permit the Trustee or its designated  representatives  to inspect the books
     and records of Servicer as they may relate to the  Receivables  (other than
     the books and records relating to the profits or losses of Servicer) to the
     extent permitted under laws relating to the private rights of patients.

     SECTION 10.07. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF, THE OBLIGATION
OF SERVICER.  Nothing in this Agreement shall prevent (a) any  consolidation  or
merger of Servicer with or into any other  corporation,  or any consolidation or
merger of any other corporation with or into Servicer;  or (b) any assignment by
Servicer of its rights and  obligations  hereunder  to any  Affiliate  or to any
corporation  which is the surviving  corporation  of any such  consolidation  or
merger  or which  acquires  all or  substantially  all of its  assets.  Servicer
covenants and agrees that the consolidation,  merger or assignment shall be upon
the  conditions  that the due and timely  performance  and observance of all the
terms,  covenants and  conditions  of this  Agreement to be kept or performed by
Servicer shall, by an agreement  supplemental hereto,  executed and delivered to
the Trustee,  be assumed by the Affiliate which is the assignee  hereunder or by
the successor  corporation (if other than Servicer)  formed by or resulting from
any such  consolidation or merger,  or which shall have received the transfer of
all or substantially all of the property and assets of Servicer and to which the
assignee  hereunder or successor  corporation  shall  succeed to such rights and
obligations,  just as fully and effectually as if such successor corporation had
been the original Servicer.  Upon the effectiveness of such consolidation merger
or assignment, the assigning Servicer shall cease to be obligated hereunder.

     SECTION  10.08.  MUTUAL  COVENANTS  NOT TO  COMPETE.  Company is not in the
business of computerized servicing,  tracking, billing, invoicing, or collecting
medical  receivables  for third parties,  nor does Company have any intention of
doing so.  Rather,  Company is in the business of financing the  acquisition  or
factoring of Receivables.  Also, Servicer is not in the business of acquiring or
factoring receivables,  and has no intention of doing so. Rather, Servicer is in
the business of utilizing computer technology to service,  track, bill, invoice,
and  collect  receivables.  The  intention  of this  Agreement  is to  create  a
strategic alliance of the parties for the benefit of both parties,  without fear
or threat of competition  from each other's business  activities.  To the extent
permitted by  applicable  law, the parties  agree not to compete with each other
during the terms, or extended terms, of this Agreement, as applied to the United
States of America. In the event this Agreement is terminated,  this covenant not
to  compete  shall  continue  in full force and effect for a period of 18 months
after the date of termination.

     SECTION 10.09.  BINDING  EFFECT.  All provisions of this Agreement shall be
binding upon and inure to the benefit of the  respective  successors and assigns
of the parties hereto.

                                       17
<PAGE>
     SECTION  10.10.  CAPTIONS.  The  article,   paragraph  and  other  headings
contained in this Agreement are for reference  purposes only and shall not limit
or otherwise affect the meaning hereof.

     SECTION  10.11.  LEGAL  HOLIDAYS.  In the case  where the date on which any
action  required  to be taken,  documents  required to be  delivered  or payment
required to be made is not a Business Day, such action, delivery or payment need
not be made on such date, but may be made on the next succeeding Business Day.

     SECTION 10.12. COUNTERPARTS.  This Agreement may be executed simultaneously
in any number of counterparts,  each of which counterparts shall be deemed to be
an  original,  and  such  counterparts  shall  constitute  but one and the  same
instrument.

     SECTION 10.13.  GOVERNING LAW. This Agreement  shall be deemed entered into
with and shall be governed by and interpreted in accordance with the laws of the
State of Nevada.  The rights and  liabilities  of the  parties  hereto  shall be
determined  in  accordance  with the laws of the State of  Nevada  except to the
extent that it is mandatory that the laws of some other jurisdiction apply.

     SECTION 10.14.  TRUSTEE A THIRD-PARTY  BENEFICIARY.  The parties  recognize
that the  Trustee  (for the benefit of the  Company's  client,  Medical  Capital
Management,   Inc.)  is  intended  to  be  a  third-party   beneficiary  of  the
representations,   warranties,  covenants  and  agreements  set  forth  in  this
Agreement.

     SECTION 10.15. MUTUAL COVENANTS  REGARDING  MARKETING EFFORTS.  The parties
covenant that upon entering into this  Agreement  each will use its best efforts
to establish and implement a joint marketing effort whereby Servicer and Company
will each facilitate access to officers and other management and decision making
personnel  of the  other's  clientele  in order  that  each may make  known  its
respective servicing and financing capabilities.

                                       18
<PAGE>
     IN WITNESS WHEREOF,  Servicer and the Company have caused this Agreement to
be duly executed by their  respective  officers  thereunto duly authorized as of
the day and year first above written.

                                        MEDICAL CAPITAL CORPORATION


                                        By______________________________________
                                        Name____________________________________
                                        Title___________________________________


                                        MEDICAL TRACKING SERVICES, INC.


                                        By______________________________________
                                        Name____________________________________
                                        Title___________________________________


     Zions First National Bank, as Trustee, hereby acknowledges that the Company
has  assigned  its rights  under this  Agreement  to the Trustee and the Trustee
accepts such assignment;  provided however the Trustee shall not have any of the
obligations or liabilities  hereunder by reason of such assignment or otherwise.
The Company shall remain solely liable for all  obligations  and  liabilities of
the Company hereunder and under the Note Issuance and Security Agreement.


                                        ZIONS FIRST NATIONAL BANK, as Trustee



                                        By______________________________________
                                        Name____________________________________
                                        Title___________________________________

                                       19
<PAGE>
                                    EXHIBIT A

                               PURCHASE AGREEMENT












                                      A-1

<PAGE>
                                    EXHIBIT B

                             DUTIES OF THE SERVICER

DATABASE MAINTENANCE:

1.   The Receivables database is to be maintained by the Servicer.
2.   Servicer  grants user and copy  license to the Company for all  proprietary
     software used for the processing and maintenance of the Receivables.
3.   Receive   copies  of  all  lockbox   payments  from  the   Client/Company's
     corresponding Lockbox Account banks.
4.   Copy and forward to Client all Lockbox Account receipts.
5.   Post all payments and corresponding  balance  write-offs against individual
     Receivables on a line-item basis.
6.   Post all balance write-offs against Receivables on a line-item basis.
7.   Reconcile all postings to cash deposits on a daily basis.
8.   Interact with the Company's staff for all posting questions and errors.
9.   Submit all reports and report  corrections within the same business day (or
     four hours into the subsequent business day)

RELATIONSHIP WITH COMPANY'S CLIENTS:

1.   Intake of all Receivables in any of the following formats:
     a.   HCFA-1500 (and related versions)
     b.   UB-82/92 (and related versions)
     c.   Invoice (common format)
     d.   National Standard Format for Healthcare Claims
     e.   Spreadsheet or comma separated values
2.   Servicer shall accept Receivables in various forms including:
     a.   Electronic mail
     b.   File acceptance
     c.   File printer form
     d.   Facsimile
     e.   Paper
3.   Servicer must be able to re-assemble the Receivables into a form acceptable
     to Company.
4.   Servicer  shall be able to identify and flag  duplicate  Receivables  based
     upon criteria set forth between Servicer and Company.

REPORTS:

The Servicer will utilize the terms,  definitions and  descriptions  pursuant to
the Purchase  Agreement and in accordance to the Company's requests which may be
adjusted  from time to time.  The reports are to be  furnished to the Company as
described:

                                       B-2
<PAGE>
PROVIDER SUMMARY REPORT- AS REQUESTED BY COMPANY

The  Client  summary  report  is a  management  report  that may be  ordered  by
relationship,  provider or corporation. This report provides the relationship's,
provider's  or  corporation's  activity  for a given  time  period.  The  report
includes outstanding,  net owed, reserve,  collections,  disbursements and fees.
The report is time  dependent  therefore,  it cannot be  ordered  for back dated
reports.

COLLECTION REPORT-MONTHLY OR AS REQUESTED BY COMPANY

The  collection  report is a summary  report that can be printed daily to report
and be used to verify posted transactions.  The report is ordered by provider or
by   corporation.   The   collection   report   provides  a  detailed   list  of
transactions/payments  that have a post date within the period  requested.  This
report provides a detailed line for each payment that includes post date,  claim
number, batch number of the claim, payor, check number, Estimated Net Receivable
amount and the transaction/payment  amount. The collection report should be kept
with the settlement  reports.  The daily collection report used to verify posted
payments should be kept with the payment control folder.

PURCHASE  REPORT/CLAIM  APPRAISAL REPORT PART OF EACH PURCHASE  TRANSACTION ON A
PRE-DETERMINED FREQUENCY AS SET FORTH BY EACH PROVIDER DESCRIPTION

The purchase  report is a final report that can be requested by each  individual
provider after all edits are completed.  The report can only be requested  after
the merge  process.  This report  provides  data on claims  that were  imported,
appraised and considered for purchase during the settlement  period.  The report
groups claims into the categories of purchased, rejected or pending. Claims that
are rejected or pending will be  identified  with and error code for  reference.
The purchases  report should be filed with the settlement  reports in the claims
control file.  The  appraisal  process  calculates  and assigns an Estimated Net
Receivable  amount to a claim.  The Estimated Net Receivable is calculated based
on the reimbursement rates established on the account.

PURCHASE-PENDING-REJECTION  REPORT  PART  OF  EACH  PURCHASE  TRANSACTION  ON  A
PRE-DETERMINED FREQUENCY AS SET FORTH BY EACH PROVIDER DESCRIPTION

The  purchase-pending-rejection  report  shows what  claims were  purchased  and
rejected.

SETTLEMENT  STATEMENT  PART OF EACH  PURCHASE  TRANSACTION  ON A  PRE-DETERMINED
FREQUENCY AS SET FORTH BY EACH PROVIDER DESCRIPTION

The  settlement  statement is a summary report that is issued by provider and by
corporation on the date of purchase. The settlement statement includes a summary
of the advanced  amount for the batch during the current  period.  The statement
contains a summary of the activity that occurred  during the  settlement  period
collectively  arriving at the net due  provider  for  settlement.  The  period's
summarized  activity includes  collections,  previous reserve  disbursements and
open and the  balance.  The advance for the current  batch should be verified to
the  purchase  report.  The amount  due the  provider  for the period  should be

                                      B-3
<PAGE>
verified to the reserve account report. The settlement  statement should be kept
with the purchase reports filed in the claims control file.

AGED REPORT BY PAYOR - WEEKLY

The aged  report by payor  provides a summary  for a client  aging the claims by
payor.

BATCH REPORT WITH AGING-WEEKLY

The batch report with aging  contains a summary for a client aging the claims by
batches.

OUTSTANDING CLAIMS REPORT-MONTHLY

The outstanding claims report is a summary of all outstanding claims by batches.
This  reports  is the  outstanding  accounts  receivable  balance.  There  is an
identifiable outstanding gross receivable and outstanding net receivable.

                                      B-4