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                                                                   EXHIBIT 10.38

                                                                   [LOGO]
                                                             METRO FACTORS, INC.



                   FACTORING AGREEMENT AND SECURITY AGREEMENT


                              UNITED MEDICORP, INC.


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                   FACTORING AGREEMENT AND SECURITY AGREEMENT
                              (GENERAL - FLEX FEE)


          This Agreement is made as of the last date signed below between the
CLIENT identified on the last page of this Agreement (herein called CLIENT) and
METRO FACTORS, INC., a Texas corporation with its principal place of business
located in Dallas, Texas (herein called METRO). For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
CLIENT agrees to sell to METRO and METRO agrees to purchase from CLIENT accounts
receivable for the sale of inventory or goods or the rendering of services or
labor (herein called BILLS) upon the following terms and conditions:

          1.   DEFINITIONS:

               1.1   CUSTOMER. That person or business entity legally obligated
                     to pay a BILL sold and/or assigned by CLIENT to METRO.

               1.2   BILL. Any right to payment (account receivable, note,
                     contract, etc.) for the sale of inventory or goods or the
                     rendering of services or labor by CLIENT.

               1.3   NON-RECOURSE BASIS. The purchase of BILLS from CLIENT by
                     METRO wherein METRO assumes the CREDIT RISK of a CUSTOMER.

               1.4   CREDIT RISK. Non-payment by a CUSTOMER of a BILL within one
                     hundred twenty (120) days after the date of such BILL when
                     such non-payment is due solely to the insolvency and
                     financial inability of a CUSTOMER to pay as evidenced by
                     the filing of a petition under any Chapter of the Federal
                     Bankruptcy Act by or against such CUSTOMER within the one
                     hundred twenty (120) day period immediately following the
                     date of such BILL. At the end of such one hundred twenty
                     (120) day period, whether or not METRO has been paid by the
                     CUSTOMER, if such non-payment is due solely to the CREDIT
                     RISK of the CUSTOMER, CLIENT'S account with METRO shall be
                     credited as fully as if METRO had received payment from the
                     CUSTOMER.

               1.5   RECOURSE BASIS. The purchase of BILLS from CLIENT by METRO
                     wherein CLIENT retains the risk of non-payment of a BILL by
                     a CUSTOMER for any reason whatsoever.

               1.6   DISPUTE. Any defense, dispute, offset, or claim asserted by
                     a CUSTOMER with respect to a BILL whether valid or invalid.

               1.7   NET CASH EMPLOYED. The total outstanding and unpaid face
                     amount of BILLS purchased by METRO from CLIENT minus
                     CLIENT'S RESERVE FUND on the day such figure must be
                     determined.

               1.8   MAXIMUM NET CASH EMPLOYED. The NET CASH EMPLOYED shall not
                     exceed $500,000.

          2.   SALE OF ACCOUNTS. In CLIENT'S sole discretion, CLIENT shall
               determine the BILLS to be offered for sale to METRO. All such
               BILLS offered for sale to METRO shall be identified by separate
               and subsequent written assignments in a form approved by METRO,
               which form shall include, but not be limited to, all forms of
               electronic transfers. CLIENT will immediately upon sale of BILLS
               to METRO make proper entries on its books and records disclosing
               the absolute sale of all such BILLS to METRO. All BILLS purchased
               by METRO from CLIENT constitute a sale of accounts and legal and
               equitable title to said BILLS shall pass to METRO regardless of
               whether said BILLS were purchased on a RECOURSE BASIS or
               NON-RECOURSE BASIS.

          3.   CREDIT APPROVAL. METRO reserves the right to approve the credit
               of any CUSTOMER prior to the purchase of any BILL due from such
               CUSTOMER and if credit is approved, whether such credit is
               approved on a NON-RECOURSE BASIS or on a RECOURSE BASIS. METRO
               may, but shall not be obligated to, establish maximum credit
               limits upon any CUSTOMER. METRO may withdraw any credit approval
               at any time before


            INITIALS:

/s/ [ILLEGIBLE]  /s/ [ILLEGIBLE]
---------------  ---------------

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            delivery or performance by CLIENT. All BILLS are purchased by METRO
            on a RECOURSE BASIS unless METRO has issued a written approval of
            the purchase of BILLS on a NON-RECOURSE BASIS on METRO'S form
            entitled "Credit Approval Request" and then only for BILLS issued
            during the time stated on such form unless such approval has been
            withdrawn with notice to CLIENT.

          4.   ADVANCES (NET CASH EMPLOYED). CLIENT shall have the right at any
               time to be advanced funds from METRO in an amount up to 80.0% of
               the total face amount of outstanding and unpaid BILLS purchased
               from CLIENT by METRO, subject to the adequacy of the RESERVE FUND
               as provided herein.

          5.   INTEREST, FEES, AND EXPENSES.

               5.1   INTEREST ON NET CASH EMPLOYED. CLIENT agrees to pay
                     interest to METRO upon the NET CASH EMPLOYED at an annual
                     rate equal to the lesser of the BASE LENDING RATE plus 2.5%
                     or the maximum rate allowed by applicable state or federal
                     law. Such interest shall be calculated on a daily basis
                     upon a year consisting of 360 days and shall be due and
                     payable daily as it accrues. BASE LENDING RATE as used
                     herein shall be the BASE LENDING RATE from time to time
                     announced by KeyBank National Association, Cleveland, Ohio
                     on the date such BASE LENDING RATE must be determined. Each
                     change in the BASE LENDING RATE shall be effective without
                     notice to CLIENT on the date on which a change in the BASE
                     LENDING RATE shall have been made by the bank. The bank
                     charges its customers interest at rates at, above, or below
                     its BASE LENDING RATE. The BASE LENDING RATE of KeyBank
                     National Association is currently 8.5%. For purposes of
                     calculating interest, CLIENT'S account shall be credited
                     with payments received from CUSTOMERS after allowance of
                     three (3) banking days (Collection Days) to allow
                     sufficient time for check clearance through the Federal
                     Reserve system. In no event shall the rate charged by METRO
                     exceed the maximum rate of interest permitted by applicable
                     state or federal law. All sums of money which shall not be
                     paid to METRO by CLIENT when due, including deficiencies in
                     the RESERVE FUND, shall bear interest at the highest rate
                     allowed by law from such due date until paid in full. For
                     those days only when CLIENT'S RESERVE FUND balance exceeds
                     the balance of outstanding BILLS METRO agrees to pay
                     interest to CLIENT at the BASE LENDING RATE minus 2.0%
                     computed and paid consistent with the aforementioned
                     method.

               5.2   FACTOR'S COMMISSION. CLIENT agrees to pay METRO a
                     commission equal to 1.0% of the face amount of BILLS
                     purchased by METRO from CLIENT as consideration for METRO'S
                     services in, among other things, making credit
                     investigations, supervising the ledgering and collection of
                     BILLS purchased hereunder, generation of management
                     accounting reports, and assuming the CREDIT RISK when
                     applicable. Such commission shall be due and payable at the
                     time such BILLS are purchased and shall be deducted from
                     any sums otherwise due CLIENT.

               5.3   PROCESSING FEES. CLIENT agrees to pay METRO processing fees
                     as follows:

                     A.   $1.10 per BILL purchased by METRO hereunder. CLIENT
                          agrees to an adjustment of such processing fee
                          equivalent to an adjustment of postage rates, if any,
                          established by the United States Postal Service.

                     B.   Expedited delivery fees (Federal Express, Express
                          Mail, wire transfers @ $15 each, etc.) incurred by
                          METRO on behalf of CLIENT.

                     C.   Reimbursement to METRO for out-of-pocket fees and
                          expenses incurred by METRO for tax lien searches on
                          CLIENT in jurisdictions relevant to CLIENT limited to
                          once every six (6) months.

                     D.   Reimbursement to METRO for out-of-pocket fees and
                          expenses incurred by METRO for public records search
                          and filing fees (UCC-3 Amendment(s), Continuation(s),
                          etc.)

            INITIALS:

/s/ [ILLEGIBLE]  /s/ [ILLEGIBLE]
---------------  ---------------

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               5.4   INITIAL SETUP FEE. CLIENT agrees to pay to METRO an
                     origination fee of $1,000 and to reimburse METRO for
                     out-of-pocket fees and expenses incurred by METRO in the
                     preparation of this Agreement such as public records search
                     fees and filing fees (UCC-1 Financing Statement(s), UCC-3
                     Termination(s), etc.) [Note: This fee may be charged to
                     CLIENT'S RESERVE FUND.]

               5.5   AUDIT FEES AND EXPENSES. METRO shall perform one (1)
                     scheduled audit at CLIENT'S place of business each six (6)
                     months. CLIENT shall pay METRO $500 per audit plus
                     reasonable expenses of the auditor's travel, lodging, and
                     meals incurred in connection therewith.

          6.   RESERVE FUND. METRO may reserve and withhold from any payment or
               credits otherwise to be made to CLIENT an amount in a RESERVE
               FUND equal to 20.0% of the total outstanding and unpaid face
               amount of BILLS purchased by METRO from CLIENT. Any under
               payments on BILLS due to a DISPUTE shall be debited to the
               RESERVE FUND and any over payments on BILLS to which CLIENT is
               legally entitled shall be credited to the RESERVE FUND. METRO may
               charge to such RESERVE FUND any indebtedness of CLIENT to METRO.
               CLIENT shall be obligated to pay METRO deficiencies, if any, in
               such RESERVE FUND. METRO may withhold such additional amounts in
               the RESERVE FUND as it may reasonably deem necessary to cover and
               provide for any DISPUTES, unpaid BILLS purchased on a RECOURSE
               BASIS which are more than ninety (90) days old, and any other
               present or potential indebtedness of CLIENT to METRO. RESERVE
               FUNDS in excess of those necessary to satisfy the above
               requirements shall be available to be advanced to CLIENT as
               CLIENT so instructs METRO.

          7.   HOLD IN TRUST. If any payment of any BILLS purchased by METRO
               shall be received by CLIENT from a CUSTOMER, such payment shall
               be held by CLIENT in trust for METRO, separate and apart from
               CLIENT'S own funds, and shall be immediately delivered to METRO
               in the identical form in which it was received. Failure to so
               deliver said payment shall give METRO, at its option, the right
               to terminate this Agreement and/or resort to the collection of
               said sums due from the RESERVE FUND and/or other balances or
               credits otherwise due to or held for CLIENT by METRO without
               demand or notice or to demand immediate payment from CLIENT by
               cash or cashier's check. Should CLIENT come into possession of a
               payment comprised of amounts owing to both METRO and CLIENT,
               CLIENT shall remit such payment in the identical form in which it
               was received to METRO and METRO shall refund CLIENT'S portion
               directly to CLIENT or credit CLIENT'S RESERVE FUND with CLIENT'S
               portion thereof when such check has cleared the bank upon which
               it was drawn. Without waiving any other right of METRO hereunder,
               METRO may charge CLIENT a service fee of up to 15.0% of the
               amount of any payments due to METRO not remitted by CLIENT as
               herein provided.

          8.   SETTLEMENT OF DISPUTE. CLIENT shall at its own expense settle all
               DISPUTES, subject to METRO'S approval; but, METRO shall have the
               right to settle or litigate any DISPUTE directly with the
               CUSTOMER or other claimant and METRO may charge to CLIENT'S
               RESERVE FUND any deficiencies, costs and expenses including
               reasonable attorneys' fees incurred in connection with such
               DISPUTE. In the event of a DISPUTE or other breach of warranty
               hereunder as to any BILL, METRO may in its discretion immediately
               or at such time as METRO may elect, charge the unpaid balance of
               the related BILL (or any DISPUTED portion thereof) to CLIENT'S
               RESERVE FUND; however, such charge to CLIENT'S RESERVE FUND shall
               not be deemed to be a reassignment of such BILL to CLIENT.

          9.   REPURCHASE OF UNPAID BILLS PURCHASED ON A RECOURSE BASIS. IF any
               BILL purchased by METRO on a RECOURSE BASIS remains unpaid for
               any reason ninety (90) days after date of such BILL or sooner if
               in METRO'S sole discretion such BILL is determined to be
               uncollectible, CLIENT agrees to repurchase such BILLS from METRO
               at the full face amount of such BILL. In any event, if more than
               25.0% of a CUSTOMER'S account purchased on a RECOURSE BASIS is
               unpaid after ninety (90) days from dates of the respective BILLS,
               CLIENT agrees to repurchase the entirety of such account.

          10.  ACCOUNT STATED. All transactions between METRO and CLIENT shall
               be recorded by METRO and statements of such transactions shall be
               regularly supplied to CLIENT. Such statement shall be deemed an
               ACCOUNT STATED unless METRO receives written notice from CLIENT
               of any specific exception thereto within thirty (30) days after
               date of receipt by CLIENT of such statement.


          INITIAL:

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          11.  WARRANTIES, REPRESENTATIONS, AND COVENANTS OF CLIENT. As an
               inducement for METRO to enter into this Agreement, and with full
               knowledge that the truth and accuracy of the WARRANTIES,
               REPRESENTATIONS, AND COVENANTS in this Agreement are being relied
               upon by METRO, CLIENT warrants, represents and/or covenants that
               (a) CLIENT is properly licensed and authorized to operate its
               business under all applicable state and federal laws in the name
               and/or trade name designated for CLIENT at the end of this
               Agreement; (b) CLIENT'S business is solvent; (c) each of CLIENT'S
               CUSTOMER'S business is solvent to the best of CLIENT'S knowledge
               and belief; (d) CLIENT has good and clear title to the BILLS sold
               and/or assigned to METRO and to all property in which a security
               interest is granted to METRO herein except for the first position
               security interest in all equipment granted to Texas Central Bank,
               N.A. under a commercial security agreement dated December 31,
               1998; (e) Assignment to METRO of each BILL purchased by METRO
               hereunder will thereby vest absolute ownership of such BILL in
               METRO free from any liens, claims, security interests, or
               equities of third parties; (f) Each BILL shall, on the date of
               assignment, be based upon a bona fide rendering of services or
               sale of goods or products by CLIENT and shall be a valid and
               enforceable obligation of the CUSTOMER who is designated to be
               billed upon the face of the BILL; (g) Such BILL shall be
               accepted and retained by the CUSTOMER without assertion of any
               DISPUTE and CLIENT agrees to immediately notify METRO in writing
               of any DISPUTE which may adversely affect payment of any BILL
               assigned or sold to METRO; (h) Neither CLIENT nor any employee,
               officer, director, agent, shareholder, or owner of CLIENT, owns,
               controls, or in any way whatsoever exercises dominion over the
               business of any CUSTOMER, the BILLS of which are sold hereunder
               to METRO; (i) That no BILL (or the goods or services related
               thereto) sold to METRO hereunder is subject to or affected by any
               of the following types of agreement: consignment, sale on
               approval, conditional sale, guaranteed sale, sell or return,
               buy-back, bill and hold, or any similar type of agreement however
               named nor is there any debt owing by CLIENT to any CUSTOMER
               related to any BILL sold to METRO hereunder; (j) All financial
               records, statements, books, or other documents relating to the
               business of CLIENT which are supplied to METRO by CLIENT or any
               of its authorized representatives, either before or after the
               signing of this Agreement are true and accurate; (k) CLIENT will
               not transfer, pledge, or give a security interest in any of its
               BILLS to any other party during the life of this Agreement; (l)
               CLIENT will not change or modify the terms of the original BILL
               unless METRO first consents in writing to such change except for
               the first position security interest in all equipment granted to
               Texas Central Bank, N.A. under a commercial security agreement
               dated December 31, 1998; (m) CLIENT will not permit a lien or
               encumbrance to be created upon any of the BILLS sold and/or
               COLLATERAL pledged herein to METRO; (n) CLIENT will maintain such
               insurance covering CLIENT'S business and/or the property of
               CLIENT'S CUSTOMERS as is customary or required by law for
               businesses similar to the business of CLIENT and if reasonably
               deemed necessary for the protection of METRO'S interest in any
               BILLS or other COLLATERAL CLIENT shall name METRO as a loss payee
               of any such insurance; (o) CLIENT will promptly notify METRO in
               writing of any proposed or actual change in its owners, officers,
               and/or directors, location of its principal offices, location of
               the office in which books and records concerning BILLS and
               COLLATERAL are kept, change of CLIENT'S name, death of any
               co-owner, any sale or purchase of assets of CLIENT out of the
               regular course of CLIENT'S business, and any other material
               change in the business or financial affairs of CLIENT; (p) CLIENT
               will promptly pay all sums due METRO when due or declared due;
               (q) each BILL sold and/or assigned to METRO is genuine and in all
               respects what it purports to be and is not a duplicate of another
               BILL covering the same charges nor has it been billed directly by
               CLIENT to the CUSTOMER unless a special written agreement is
               entered into by CLIENT with METRO concerning the terms of
               purchase of such BILLS; (r) CLIENT will fully cooperate with
               METRO in any litigation between METRO and a CUSTOMER relating to
               any BILLS purchased and/or assigned to METRO hereunder, including
               but not limited to furnishing at CLIENT'S expense any witnesses
               (other than METRO'S employees) and documentation which is or
               should be under CLIENT'S control (NOTE: If the related BILLS were
               purchased on a NON-RECOURSE BASIS, failure of CLIENT to so
               cooperate shall cancel the CREDIT RISK assumed by METRO on such
               BILLS and CLIENT shall be liable to METRO for all expenses
               incurred by METRO in such litigation if an adverse decision is
               rendered against METRO therein.); (s) CLIENT will promptly pay
               when due all federal, state and local taxes and will immediately
               notify METRO in writing if any such taxes are not paid when due;
               (t) CLIENT will immediately notify METRO of the filing of any
               Federal Tax Lien or Levy or if any agreement is made with any
               taxing authority to pay out any due and unpaid taxes; (u) CLIENT
               will immediately notify METRO of the filing of any petition of
               bankruptcy by or against CLIENT, the composition of CLIENT'S
               creditors, or the appointment of a


          INITIALS:


               /s/ ILLEGIBLE                                /s/ ILLEGIBLE
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               trustee or receiver for CLIENT'S business; (v) CLIENT will
               immediately notify METRO of any change, or intent to change, the
               nature of its business as it relates to the products or services
               presently sold to CUSTOMERS.

          12.  BILLING REQUIREMENTS. CLIENT further warrants, represents, and/or
               covenants that all BILLS submitted for sale to METRO shall be
               presented to METRO within thirty (30) days after the sale of
               inventory or goods or the rendering of services or labor related
               to such BILL and shall conform to the following requirements:

               12.1  Be the original BILL (unless special written arrangements
                     are made for METRO TO purchase BILLS, the originals of
                     which have already been delivered to the CUSTOMER).

               12.2  Be accompanied by as many additional copies as are required
                     by CUSTOMER plus one (1) file copy to be retained by METRO.

               12.3  Be legible.

               12.4  Clearly state the full legal name and address of CUSTOMER
                     and the party to whom such BILL is to be mailed.

               12.5  If requested by METRO, BE accompanied by the original
                     purchase order and/or contract and any amendments or
                     modifications thereof, signed bills of lading (if any), or
                     proof of delivery or acceptance signed by CUSTOMER.

               12.6  Be attached to any supporting information or documentation
                     required by CUSTOMER as a precondition to payment. (NOTE:
                     Copies of any and all such documentation shall also be
                     attached to METRO'S file copy of the related BILL).

               12.7  Be stamped or imprinted with a notice of sale of such BILL
                     to METRO with instructions to remit payment directly to
                     METRO IN LANGUAGE APPROVED by METRO.

               12.8  Except as METRO may otherwise consent, the terms of
                     CUSTOMER'S payment of BILLS shall be "Net 30 days" or less.

               12.9  CLIENT shall timely issue credit memos when appropriate and
                     immediately deliver two (2) copies of such credit memos to
                     METRO, ONE (1) of which will be mailed by METRO TO THE
                     related CUSTOMER

               12.10 Be verifiable by the CUSTOMER TO METRO'S SATISFACTION.

          13.  EVENT OF DEFAULT. CLIENT shall be in default of this Agreement
               upon the happening of any of the following events (herein called
               EVENT OF DEFAULT):

               13.1  The breach of any warranty, covenant, or representation
                     made herein or in connection herewith. whether written or
                     oral, the filing of an involuntary petition of bankruptcy
                     against CLIENT, or the filing of a voluntary petition in
                     bankruptcy by CLIENT. CLIENT will give METRO at least
                     forty-eight (48) hours advance notice of the filing of any
                     voluntary petition of bankruptcy by CLIENT.

               13.2  If METRO reasonably deems itself insecure as to the intent
                     or ability of CLIENT TO pay any indebtedness of CLIENT to
                     METRO when due or declared due or to perform any obligation
                     of CLIENT herein or attendant hereto.

          14.  REMEDIES. Upon the occurrence OF AN EVENT OF DEFAULT, and at any
               time thereafter, METRO may elect, CLIENT hereby expressly
               waiving notice, demand, and presentment, to declare any and all
               indebtedness hereby secured immediately due and payable. METRO
               SHALL BE ENTITLED TO ALL RIGHTS AND remedies of a Secured Par-~
               under the Uniform Commercial Code of Texas as presently existing
               or hereafter amended, including the right :o enter upon the
               premises where any COLLATERAL is located and take immediate
               possession of such COLLATERAL


          INITIALS:

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               and remove same from such premises. To the extent deemed
               reasonably necessary by METRO to aid in the collection of its
               collateral, METRO shall have the right to the use of any computer
               hardware or software used by CLIENT pertaining to its accounts
               receivable. METRO shall be entitled to avail itself of all such
               other rights and remedies as may now or hereafter exist at law or
               in equity for collection of said indebtedness and the enforcement
               of the covenants, warranties, and representations herein and the
               resort to any one or combination of such remedies provided
               hereunder shall not prevent the concurrent or subsequent
               employment of any other appropriate remedy. CLIENT shall be
               liable to METRO for any deficiencies after foreclosure of METRO'S
               security interest herein. The waiver by METRO of the breach of
               any term of this Agreement or the compliance therewith shall not
               be construed as a waiver of any subsequent breach or compliance.
               CLIENT agrees to reimburse METRO for any out-of-pocket expenses
               incurred by METRO as a result of an EVENT OF DEFAULT or in
               connection therewith.

          15.  JURISDICTION, VENUE, WAIVER OF JURY TRIAL, AGENT FOR SERVICE OF
               PROCESS. CLIENT agrees that this Agreement is accepted and made
               in the State of Texas and is subject to the laws of the State of
               Texas and that all sums due hereunder are payable in the State of
               Texas. CLIENT subjects itself to the jurisdiction of the courts
               of the State of Texas and agrees that venue shall be in Dallas
               County, Texas for the purpose of enforcement of this Agreement.
               Recognizing the inherent delays of jury trials and desiring a
               speedy resolution of any litigation between CLIENT and METRO,
               CLIENT WAIVES ITS RIGHT TO TRIAL BY JURY and agrees to submit all
               disputed issues to the judge of the court in which any such
               litigation is pending. In the event CLIENT has no agent appointed
               for the service of process in the State of Texas, CLIENT
               authorizes service upon the Secretary of the State of Texas on
               its behalf.

          16.  SECURITY INTEREST. METRO, in addition to the outright ownership
               of those BILLS purchased from CLIENT hereunder, is hereby granted
               a continuing security interest in all of CLIENT'S presently owned
               and existing and hereafter acquired and arising accounts,
               accounts receivable, all other forms of obligations owing to
               CLIENT, all contract rights, inventory, goods, equipment,
               furniture, fixtures, chattel paper, general intangibles, and all
               instruments, documents, books, and records pertaining to any of
               the foregoing together with all damage claims and insurance
               proceeds of any of the foregoing and all merchandise returns not
               otherwise owned by METRO and other goods represented thereby
               including all of CLIENT'S rights to stoppage in transit and of
               recovering possession by any proceedings including replevin and
               reclamation and rights as an unpaid vendor and lienor, together
               with all guaranties, securities, and liens for payment of any
               BILLS and all products and proceeds of any of the foregoing
               except for the first position security interest in all equipment
               granted to Texas Central Bank, N.A. under a commercial security
               agreement dated December 31, 1998. All of the foregoing is
               sometimes collectively called herein COLLATERAL. Such security
               interest in such COLLATERAL is to be security for any and all
               obligations or indebtedness of any kind, direct or indirect,
               absolute or contingent, owing by CLIENT to METRO however incurred
               or evidenced and however and whenever same shall arise or have
               arisen, and whether such COLLATERAL is now or hereafter existing.

          17.  FINANCIAL STATEMENTS, BOOKS AND RECORDS, AND RIGHT OF INSPECTION.
               As often as such are prepared, but no less than within sixty (60)
               days after the close of each quarter, CLIENT shall furnish METRO
               with a copy of CLIENT'S most recent profit and loss statement and
               balance sheet. Within ninety (90) days after the close of each
               fiscal year, CLIENT shall furnish METRO with a profit and loss
               statement and balance sheet as of the close of such fiscal year,
               prepared and signed by an independent certified public
               accountant. CLIENT agrees to timely furnish METRO such
               additional financial information as METRO shall request. CLIENT
               agrees to provide METRO by the 10th day of each month a detailed
               accounts receivable ageing reflecting all open and unpaid BILLS
               for all non-factored CUSTOMERS as of the last day of the
               immediately preceding month. METRO and METRO'S agents shall have
               the right at all times between the hours of 8:00 a.m. and 6:00
               p.m. Monday through Friday to examine and make extracts from all
               books and records of CLIENT. Failure to comply with this
               paragraph may at METRO'S discretion be deemed an EVENT OF
               DEFAULT.

          18.  INDEMNITY. All taxes and governmental charges imposed upon CLIENT
               with respect to the sale of inventory or goods or the rendering
               of services or labor by CLIENT shall be the sole responsibility
               of CLIENT and CLIENT shall indemnify and hold METRO harmless from
               and against all liabilities for any acts or omissions of CLIENT.

          INITIALS:

          [ILLEGIBLE]
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          19.  NON-ASSIGNABILITY BY CLIENT. CLIENT may not assign any of its
               rights or obligations hereunder without METRO'S prior written
               consent; however, METRO may assign any of its rights and remedies
               with respect to CLIENT.

          20.  AGREEMENT BINDING. This Agreement shall be binding upon CLIENT
               and METRO, their heirs, successors, and assigns.

          21.  SEVERABILITY. The provisions of this Agreement are severable and
               if any of these provisions shall be held by any court of
               competent jurisdiction to be unenforceable such holdings shall
               not affect or impair any other provisions hereof.

          22.  ENTIRE AGREEMENT. It is expressly acknowledged and agreed by
               CLIENT that (a) No representations have been made, whether oral
               or written, except as expressly set forth in this Agreement or in
               a writing signed by a corporate officer of METRO, or (b) If any
               such representations have been made and are not expressly set
               forth herein, that any such representations have no binding
               effect whatsoever. CLIENT has not relied on any inducement to
               enter into this Agreement except as wholly set forth herein or as
               communicated in writing by a duly constituted and authorized
               corporate officer of METRO. This Agreement may only be changed,
               modified, supplemented or amended by a written document signed by
               all parties hereto. This Agreement may be signed in any number
               of counterparts, each of which when so executed shall be deemed
               to constitute one and the same agreement, whether signed and
               delivered via facsimile or otherwise.

          23.  NOTICES. Notices from either party to the other shall be given in
               writing and delivered via facsimile and/or mailed postage
               prepaid registered or certified mail, or placed in the hands of
               a national overnight delivery service addressed to the addresses
               set forth at the end of this Agreement, or at such other address
               as either party may advise the other in writing. If mailed,
               notice shall be deemed to have been received three (3) days after
               the date of postmark. Otherwise, notice shall be deemed to be
               received upon actual receipt thereof, and if via facsimile, a
               confirmation thereof shall constitute acknowledgment of receipt
               thereof.

          24.  ACCEPTANCE AND TERMINATION. This Agreement will become effective
               when accepted by METRO as evidenced by signature of any duly
               authorized officer of METRO, shall continue for a term of thirty
               (30) days hereafter (the "Initial Term"), and shall be
               automatically renewed thereafter for successive periods of thirty
               (30) days (the "Renewal Term") unless terminated as provided
               herein. CLIENT and METRO shall have the right to terminate this
               Agreement at the end of the Initial Term or at the end of any
               Renewal Term by giving the other ten (10) days prior written
               notice of such termination. Notwithstanding such notice, CLIENT
               shall have no right to terminate this Agreement until all
               obligations (direct or contingent) owing by CLIENT to METRO
               hereunder or otherwise shall have been paid in full, whether or
               not such obligations are due or are to become due in the future.
               Upon the occurrence of an EVENT OF DEFAULT, METRO may at METRO'S
               election consider such occurrence an anticipatory repudiation of
               this Agreement and/or immediately terminate this Agreement as to
               future transactions without notice. No termination of this
               Agreement shall in any way affect or impair any right of METRO
               arising prior thereto or by reason thereof, nor shall any such
               termination relieve CLIENT or any of its guarantors of any
               obligation to METRO under this Agreement or otherwise until all
               of said obligations fully paid and performed, nor shall any
               such termination affect any right or remedy of METRO arising from
               any such obligation, and all agreements, warranties,
               representations, and covenants of CLIENT OR its guarantors shall
               survive termination. In the event that CLIENT shall have breached
               any provision of this Agreement or if notice of termination is
               given by either party, the RESERVE FUND and any other balances or
               credits otherwise due by METRO to CLIENT may be retained and
               applied by METRO from time to time upon any indebtedness then or
               thereafter due from CLIENT and the RESERVE FUND may at METRO'S
               discretion upon such breach or notice of termination, be
               increased to an amount equal to the then total unpaid face amount
               of all BILLS purchased by METRO hereunder and other present or
               potential indebtedness of CLIENT to METRO, whether matured or


          INITIALS:

                                       7
<PAGE>   9




               unmatured. In such event, as the RESERVE FUND exceeds all present
               and potential indebtedness of CLIENT to METRO, METRO shall remit
               such excess to CLIENT. In recognition of METRO'S right to have
               its attorneys' fees and other expenses incurred in connection
               with this Agreement secured by the COLLATERAL, notwithstanding
               payment in full of all obligations by CLIENT, METRO shall not be
               required to record any terminations or satisfactions of any of
               METRO'S liens on the COLLATERAL unless and until CLIENT has
               executed and delivered to METRO a general release in a form
               reasonably satisfactory to METRO.

          25.  POWER OF ATTORNEY. In order to carry out this Agreement, CLIENT
               irrevocably appoints METRO, or any authorized designee of METRO,
               as CLIENT'S special attorney-in-fact with power:

               25.1  To delete CLIENT'S address on all BILLS sold and/or
                     assigned to METRO by CLIENT and insert METRO'S address in
                     its place.

               25.2  To receive, accept, open and forward to CLIENT all mail
                     addressed to CLIENT which may come into METRO'S possession.

               25.3  To endorse the name of CLIENT on any checks or other
                     instruments or evidence of payment that may come into the
                     possession of METRO on bills purchased by METRO from CLIENT
                     OR in which CLIENT has granted METRO a security interest.

               25.4  In CLIENT'S name, or otherwise, to demand, sue for, collect
                     and obtain releases for any and all monies due or to become
                     due on BILLS purchased by METRO from CLIENT or in which
                     CLIENT has granted METRO a security interest.

               25.5  To compromise, prosecute or defend any action, claim or
                     proceeding as to BILLS purchased by 2%P. METRO from CLIENT
                     OR in WHICH CLIENT HAS GRANTED METRO a security interest.

               25.6  To notify, direct or instruct CLIENT'S CUSTOMER in CLIENT'S
                     name of the proper remittance address and of procedures for
                     making payment on any BILLS that are sold to METRO by
                     CLIENT or in which CLIENT has granted METRO a security
                     interest.

               25.7  To execute on CLIENT'S behalf and file such UCC financing
                     statements as METRO may deem necessary in order to perfect
                     and maintain the security interests granted by CLIENT in
                     accordance with this and any other agreement between CLIENT
                     and METRO, and CLIENT further agrees that METRO may file
                     this Agreement or a copy thereof as such UCC financing
                     statement.

               25.8  To do any and all things in CLIENT'S name necessary and
                     proper to carry out the purposes intended by this
                     Agreement.

          26.  This Agreement includes all assumed names, tradestyles, and
               divisions of CLIENT unless specifically agreed to in writing by
               METRO. Further, notwithstanding anything herein to the contrary,
               this Agreement is conditional upon there being no change in the
               nature of CLIENT'S business which is presently processing and
               collection -medical claims for clinics and hospitals.

          27.  This Agreement is contingent upon the delivery of the validity
               guaranties of Peter W. Seaman and Robert K. Culver, the corporate
               guaranties of United Moneycorp, Inc. and United Medicorp
               Financial Corporation. the subordination of its security interest
               in accounts receivable by Bank United (successor-in-interest to
               Texas Central Bank, N.A.), and ancillary documentation to METRO,
               all in a form approved by METRO.


INITIAL

                                       8
<PAGE>   10


          28.  CLIENT WARRANTS AND REPRESENTS TO METRO THAT CLIENT HAS READ THIS
               AGREEMENT IN ITS ENTIRETY PRIOR TO SIGNING AND THAT PRIOR TO
               SIGNING THIS AGREEMENT, ALL BLANKS WERE FILLED IN (EXCEPT FOR
               DATES AND SIGNATURES) AND ALL ALTERNATIONS OF THIS AGREEMENT WERE
               INITIALED BY CLIENT.

CLIENT:  UNITED MEDICORP, INC.


By: /s/ PETER W. SEAMAN
   ------------------------------------------------
   Peter W. Seaman, President

Date Signed: December 28, 1999
            ---------------------------------------

Physical Address: 10210 N. Central Expressway, Suite 400, Dallas, Dallas County,
Texas 75231

Mailing Address: Same


Attested By: /s/ ROBERT K. CULVER
            ---------------------------------------
            Robert K. Culver, Corporate Secretary



METRO FACTORS, INC.


By: [ILLEGIBLE]
   ------------------------------------------------

Its:  President
    -----------------------------------------------

Date Signed:
            ---------------------------------------

Physical Address: 8144 Walnut Hill Lane, Suite 1099, Dallas, Dallas County,
Texas 75231-4316

Mailing Address: P. 0. Box 38604. Dallas, Dallas County, Texas 75238



Attested By: /s/ LAURA KELLEY
            ---------------------------------------
              Laura Kelley, Assistant Secretary



                                       9



INITIALS: