Exhibit 10.3

                       LEGAL SERVICES RETENTION AGREEMENT

         This Legal Services Retention Agreement ("Agreement") is made and
entered into as of May 22, 2004 (the "Effective Date") by and between BellaVista
Capital, Inc., a Maryland corporation ("Client") and Ben Hamburg, or a
professional corporation formed by Ben Hamburg for the provision of legal
services ("Attorney").

     1. Scope of  Representation.  Client hereby retains  Attorney to insure the
availability  of Attorney  during the term of this  Agreement  to perform  legal
services for Client.  Attorneys'  services  shall include the  following,  to be
performed upon request of Client: (a) acting as an attorney of record for Client
in legal  proceedings,  in which Client may become  involved  during the term of
this  Agreement,  including  those  listed in  Exhibit  A; (b)  providing  legal
assistance in  connection  with loans,  including  loan  documentation  and loan
workouts;  (c) providing  legal advice to Client,  its  management  and Board of
Directors  as  previously  provided to Client  while  Attorney  was the employed
General  Counsel  of  Client;  and (d)  attending  Client's  Board  of  Director
meetings,  and preparing  appropriate  Board minutes for use by the Secretary of
the Client. It is understood by Client that Attorney may, in providing  services
on behalf of Client,  require the  assistance  of other  attorneys.  If Attorney
shall  deem it  necessary  or  appropriate  to enlist  the  assistance  of other
attorneys or law firms,  Client  understands that it shall be solely responsible
for payment of all  expenses  of  attorneys  or law firms  other than  Attorney,
provided,  however, that Attorney shall first discuss such retention with Client
to the extent that any such services are  reasonably  anticipated to exceed Five
Thousand Dollars ($5,000) on any matter, and any such attorney or law firm shall
be retained directly by Client.

     2. Nature of Relationship.  Attorney is an independent contractor,  and not
an officer,  director  or  employee of Client,  and shall not be entitled to any
benefits  provided to employees of Client,  except that nothing contained herein
shall affect or restrict any rights  vested in Attorney  prior to the  Effective
Date and arising out of past  employment for Client or Primecore  Funding Group,
Inc.  Attorney  shall use his best efforts in the  performance of his duties and
shall  diligently and faithfully  serve Client,  consistent with all obligations
imposed on Attorney under the California  Rules of  Professional  Conduct or any
other  applicable  law,  rules or  standards  relating to  services  provided by
attorneys.  Attorney shall be expected to devote such time, attention and energy
to the legal needs of Client in order to perform his duties  within the scope of
representation.  Attorney  shall be present at  Client's  business  premises  as
Attorney  deems  necessary  to perform  his  services  for  Client,  and on such
occasions Client shall make suitable space available for Attorney to perform his
services.  Attorney and Client  anticipate that the services  provided to Client
under this Agreement will require the bulk of Attorney's available work time and
professional  efforts  during the term of this  Agreement,  but  Attorney is not
precluded  from  providing  legal  services  for others  during the term of this
Agreement, except to the extent that any such representation would conflict with
the Rules of  Professional  Conduct,  or would leave Attorney with  insufficient
time to  properly  perform  the  services  for  Client  called  for  under  this
Agreement.  Furthermore,  Attorney shall not undertake any representation of any
(i) current borrower, (ii) principal of a borrower,  (iii) guarantor of any loan
made by Client,  or (iv) current  shareholder of Client, on any matter affecting
Client,  or on any other matter without first  obtaining a written waiver of any
conflict of interest  from such  person that would allow  Attorney to  represent
Client,  if  requested to do so, in the event of any later  dispute  between any
such  person  and  Client.  Notwithstanding  anything  to the  contrary  in this
Agreement,  Attorney  shall not be required to provide any services to Client to
the extent that such  provision  of services  would  conflict  with the Rules of
Professional Conduct or any other applicable law, rules or standards relating to
services provided by attorneys.


<PAGE>

                                                                    Exhibit 10.3

     3. Term.  This  Agreement  shall  commence on the Effective  Date and shall
continue  until that date which is eighteen (18) months after the Effective Date
("Expiration Date"), unless sooner terminated in accordance with Section 6.

     4. Compensation.

a. Base Fee. Client shall pay to Attorney a fixed fee of Six Hundred Thirty
Thousand Dollars ($630,000) ("Base Fee"). The Base Fee shall be payable by a
payment of Forty Six Thousand Five Hundred Dollars ($46,500) on June 1, 2004,
and then at a monthly rate of Thirty-Five Thousand Dollars ($35,000), on the
first business day of July 2004 and on the first business day of each month
thereafter during the term of this Agreement until the Base Fee has been paid in
full.

b. Contingent Fee. In addition to the Base Fee, Attorney shall have a right to
receive, and Client shall pay to Attorney as additional compensation an amount
equal to ten percent (10%) of the gross amount actually recovered by Client from
any borrower, former borrower, principal of a borrower, guarantor, or other
third party (the "Contingent Fee") as a result of any out-of-court settlement or
any legal dispute, including court proceedings or arbitrations, in which Client
is or was a plaintiff, claimant, cross-complainant, cross-claimant,
counterclaimant, or creditor, and with respect to which legal action was
commenced by Attorney, or facts supporting commencement of any legal action were
developed with the assistance of Attorney prior to the Expiration Date (the
"Contingent Fee Matters"). Notwithstanding anything to the contrary in this
paragraph, with respect to the matter of Primecore v. Bijan Madjlessi, et. al.
(Marin Superior Court), which was settled prior to the Effective Date, and the
current dispute involving the guarantee obligations of William Bullock and Lydia
Sarkissian, if such dispute is resolved by out-of court settlement without the
filing of a lawsuit, the Contingent Fee amount shall be equal to five percent
(5.0%) of the gross amount actually recovered by Client. The parties acknowledge
and understand that the Contingent Fee amount is not set by law, but rather has
been negotiated between Client and Attorney, and is deemed by Client to be a
fair amount payable to Attorney in addition to the Base Fee based on, among
other things: (a) the value of the services that Attorney is expected to
perform, (b) the monetary and other intangible benefits Attorney may bring to
Client in the Contingent Fee Matters and other matters, (c) Attorney's special
knowledge and expertise in matters affecting Client, (d) the complexity of the
Contingent Fee Matters and other matters with which Attorney will be involved in
his representation of Client under this Agreement, and (e) the fact that the
Base Fee represents an amount substantially less than Client would reasonably
expect to pay to other attorneys for the services to be provided by Attorney.
The Contingent Fee shall be paid out of funds received by Client within ten days
after receipt; provided that with respect to the Primecore v. Bijan Madjlessi
matter, the Contingent Fee shall include those payments received prior to the
Effective Date, and the amount due with respect to such already-received
payments shall be paid to Attorney within twenty (20) days after the Effective
Date. Notwithstanding anything to the contrary contained in this Agreement,
Attorney's right to and Client's obligation with respect to the Contingent Fee
shall become vested upon commencement of any legal action, or upon development
of the facts supporting commencement of any legal action prior to the Expiration
Date, and shall be payable regardless of any termination or expiration of this
Agreement. The Contingent Fee shall include, but is not limited to, any recovery
in the matters set forth in Exhibit A.


<PAGE>

                                                                    Exhibit 10.3

     5. Expenses.  Client understands that in Attorney's performance of services
for Client,  certain  costs may be incurred  for outside  retained  services and
third  party  payments,  including  but not  limited  to  costs  for  deposition
transcripts,  expert witnesses and consultants,  investigation services,  online
legal research,  photocopying,  process service, appearance attorneys,  postage,
travel expenses, facsimile filing and court filing fees. Where it is feasible to
do so,  Attorney  will have  charges  for  outside  retained  services  invoiced
directly to Client,  and Client  hereby  authorizes  Attorney to do so. In those
cases where it is not feasible or reasonable to have charges  invoiced  directly
to Client,  Client agrees that it shall reimburse  Attorney within ten (10) days
after  billing  for the  actual  cost of any and all third  party  charges  that
Attorney  has  incurred  in  connection  with any  matter on which  Attorney  is
providing  services to Client.  With respect to any outside retained services or
third party  charges that are  reasonably  anticipated  to exceed Five  Thousand
Dollars ($5,000), Attorney shall first discuss such costs with Client.

     6. Termination.

a. Termination by Notice: Client or Attorney may terminate this Agreement at any
time by giving notice of intent to terminate the Agreement, provided that the
following shall apply in the case of any termination prior to the Expiration
Date other than a termination listed under "Other Termination Events," below:

     i. If Client terminates Attorney prior to the Expiration Date, Client shall
be liable for the full  remaining  balance of the Base Fee that has not yet been
paid to  Attorney,  which  amount  shall be  payable  within  thirty  (30)  days
following termination.

     ii. If Attorney  terminates  this Agreement  prior to the Expiration  Date,
Attorney shall provide Client with reasonable  notice so that Client can arrange
for alternate representation, and Attorney's right to receive the Base Fee shall
terminate on the termination date.

b. Other Termination Events. This Agreement shall terminate upon the occurrence
of any of the following events:

     i. By the death of Attorney.

     ii. If Attorney becomes unable to perform  substantially  all of his duties
hereunder  because of  physical  or mental  illness  or injury for a  continuous
period of ninety (90) calendar days during any consecutive twelve calendar month
period.

     iii.If  Attorney  fails  to be  licensed  as an  attorney  in the  State of
California.  iv. If Attorney fails to perform the services called for under this
Agreement in a prompt, competent and professional manner. Termination under this
Paragraph  6.b.iv shall take effect  thirty (30) days after Client gives written
notice to Attorney of Client's intent to terminate  under this Paragraph  6.b.iv
specifying the grounds for termination,  and only if Attorney does not cure such
defective performance within such thirty (30) day period.

c. Termination As Not Affecting Contingent Fee. Notwithstanding any termination,
whether prior to or at the Expiration Date, Attorney shall be entitled to
receive the Contingent Fee in the time and manner that the Contingent Fee is to
be paid pursuant to section 3b, in addition to any other amounts that might be
due, except that Attorney shall not be entitled to receive any Contingent Fee
with respect to any settlement entered into, or judgment obtained, if this
Agreement has been terminated under paragraphs 6.a.ii, 6.b.iii or 6.b.iv, above.
Notwithstanding the foregoing, if Attorney is forced to withdraw from
representation of Client in any matter due to a court finding or Attorney's own
determination that Attorney has an irreconcilable conflict of interest under the
California Rules of Professional Conduct in continuing to represent Client in
the matter, then any amount due to Attorney as a Contingent Fee in such matter
shall be reduced by any amount that Client is required to pay to another
attorney for the purpose of representing Client in such matter.

     7. Errors and Omissions  Insurance.  Client acknowledges that Attorney does
not, at the Effective Date, maintain any errors or omissions insurance coverage,
nor has  Attorney,  to  date,  filed  with the  State  Bar a  written  agreement
guaranteeing   payment  of  professional   negligence  claims.   Client  further
acknowledges  that any errors and  omissions  insurance  coverage  that Attorney
might obtain  subsequent to the  Effective  Date might exclude from coverage any
work  performed for or on behalf of Client due to Attorney's  past  relationship
with Client and the percentage of Attorney's total work performed for Client.


<PAGE>
                                                                    Exhibit 10.3

     8. Return of Property. After the conclusion of any matter on which Attorney
provides  services,  to the extent  that  Attorney no longer  requires  files or
documents,  Attorney will return to Client such files and other  documents,  and
Client  agrees to store at Client's  sole  expense if so  requested by Attorney.
Attorney  will  provide  to  Client  upon  request  copies of any  materials  in
Attorney's files with respect to Attorney's representation of Client.

     9.  Warranties.  Litigation  is by  its  nature  unpredictable.  It is  not
possible to warrant a successful  result or represent  that a particular  result
can  be   obtained   within  a  given   time   framework.   Attorney   makes  no
representations,   promises,  warranties  or  guarantees,  express  or  implied,
regarding the outcome of any matter.

     10. Notices.  All notices or other  communications  provided for under this
Agreement shall be in writing, signed by the party giving the same, and shall be
deemed properly given when sent by registered or certified mail,  return receipt
requested,  and  actually  received by the  addressee,  or by  facsimile  at the
address and facsimile  numbers listed on the signature  page hereof.  Each party
may,  by  written  notice to the other  party,  specify  any  other  address  or
facsimile number for the receipt of notices or other communications, such change
of address notice being effective only upon actual receipt.

     11. Dispute  Resolution.  This Agreement shall be governed by and construed
in accordance with the laws of the State of California.  The parties agree that,
with the  exception  only of any disputes  between  Attorney and Client that are
mandated to be determined by fee arbitration or other dispute  resolution  means
applicable  solely to Attorneys,  any claims,  demands,  disputes,  or causes of
action  that arise out of this  Agreement  or the  attorney-client  relationship
created hereby,  including but not limited to any disputes related to Attorney's
acts or omissions in the performance of services  (collectively the "Disputes"),
shall be resolved in the California Superior Court, in and for the County of San
Mateo,  by  reference  to a single  referee to be  appointed  by the  California
Superior  Court,  in and for the County of San Mateo,  under  California Code of
Civil  Procedure  section  638.  The  referee,  determined  under  Code of Civil
Procedure  section 640,  shall hear and determine all of the issues  relating to
the  Disputes,  whether  of fact or of law,  and  shall  report a  statement  of
decision thereon,  which shall be the basis for judgment in accordance with Code
of Civil  Procedure  section  644(a).  THE PARTIES  EXPRESSLY  WAIVE ANY AND ALL
RIGHTS TO HAVE ANY DISPUTES  ARISING OUT OF,  RESULTING  FROM ANY ALLEGED BREACH
OF, OR IN ANY WAY RELATED TO OR RESPECTING THIS AGREEMENT DETERMINED BY A JURY.

     12. Independent  Advice. IN ENTERING INTO THIS AGREEMENT,  CLIENT EXPRESSLY
ACKNOWLEDGES  THAT IT HAS BEEN ADVISED BY ATTORNEY OF CLIENT'S  RIGHT TO CONSULT
SEPARATE LEGAL COUNSEL AT ANY TIME AS TO ANY MATTER,  INCLUDING WHETHER TO ENTER
INTO THIS AGREEMENT AND CONSENT TO THE DISPUTE RESOLUTION  PROVISION,  INCLUDING
THE REFERENCE AND WAIVER OF JURY TRIAL PROVISIONS.

     13. Entire  Agreement.  This  Agreement  embodies the entire  agreement and
understanding  among  the  parties  relating  to  the  subject  matter  of  this
Agreement. There are no agreements,  representations,  warranties or statements,
either oral or in writing,  with respect to the subject matter of this Agreement
except those expressly set forth in this Agreement.

     14.  Severability.  In case any one or more  provisions  of this  Agreement
shall be held to be  invalid,  illegal  or  unenforceable  in any  respect,  the
validity,  legality  and  enforceability  of the  remaining  provisions  of this
Agreement,  and other application  thereof,  shall not in any way be affected or
impaired.

     15. Binding Effect.  This Agreement shall be binding upon, and inure to the
benefit of, the parties and their respective heirs,  executors,  administrators,
successors  and  assigns.  This  Agreement  shall  continue to be binding on the
parties  after  the  Expiration  Date with  respect  to any  unpaid  obligations
hereunder or any Disputes.

Dated as of the Effective Date set forth above.


<PAGE>

                                                                    Exhibit 10.3


                 Exhibit A to Legal Services Retention Agreement



             List of Pending and Presently Anticipated Legal Actions




       Matters In Which BellaVista/Primecore Currently Is Seeking Recovery


Primecore v. Robert A. Johnston and Gregory Bock (San Mateo Superior Court)
Primecore v. Michael Pauline (Santa Clara Superior Court)
Primecore v. Bijan Madjlessi, et. al. (Marin Superior Court)
Primecore Mortgage Trust v. Sheridan, et. al. (Santa Clara Superior)
Primecore v. Agustin Rosas-Maxemin (pending filing),
Primecore v. Scott Syme, et. al. (pending filing),
Primecore Mortgage Trust v. Bullock and Sarkissian (pending settlement or
filing)


    Matters In Which Others Are Seeking Recovery Against BellaVista/Primecore


Baigent, et. al. v. Susan Fox, Primecore Mortgage Trust, et. al., (San Mateo
Superior)
Amoroso, et. al. v. Primecore Mortgage Trust, et. al, (San Mateo Superior Court)
Marjorie Hamlin v. Primecore Mortgage Trust, Inc., et. al. (San Mateo Superior
Court)
Williams v. Primecore Mortgage Trust (Alameda Superior Court)
Showplace Square Lofts Company, LLC v. Primecore, et. al., (U.S. Bankruptcy
Court) [co-counsel with Pinnacle Law Group, LLC]
Bay Area Luxury Homes/Santa Clara 3, LLC v. Primecore,  et. al., Bay Area Luxury
Homes/Alameda VI, LLC v. Primecore,  et. al., Bay Area
Luxury Homes/Stern VII, LLC v. Primecore, et. al.,(U.S. Bankruptcy Court)
[co-counsel with Pinnacle Law Group, LLC]
Sands v. Matthews (San Francisco Superior Court)
Wagner v. 99 Investors, LLC, et. al.


                  Other Matters Involving BellaVista/Primecore


SEC Inquiry MSF-2811 [co-counsel with Derenthal & Dannhauser and Piper Rudnick]