Exhibit 4.1

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                              AMENDED AND RESTATED
                      NOTE ISSUANCE AND SECURITY AGREEMENT


                                 by and between


                        MEDICAL CAPITAL MANAGEMENT, INC.

                                       and


                           ZIONS FIRST NATIONAL BANK,
                                   as Trustee













                          Dated as of February 15, 2001

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<PAGE>
     Reconciliation and tie between Trust Indenture Act of 1939 and Amended and
Restated Note Issuance and Security Agreement dated as of February 15, 2001.


       TRUST INDENTURE ACT SECTION               NOTE AGREEMENT SECTION
       ---------------------------               ----------------------

       Section 310(a)(1)                             5.02
       Section 310(a)(2)                             5.02
       Section 310 (b)                               5.02;5.03
       Section 311                                   5.04
       Section 312(a)                                2.01(C)
       Section 312(b)                                5.05
       Section 312(c)                                5.05
       Section 313(a)                                5.06
       Section 313(b)                                5.06
       Section 313(c)                                10.03(B)
       Section 313(d)                                5.06
       Section 314(a)                                5.07;10.03(B)
       Section 314(a)(4)                             5.08
       Section 314(c)(1)                             10.04
       Section 314(c)(2)                             10.04
       Section 314(d)                                   10.07
       Section 314(e)                                10.05
       Section 315(a)                                5.09(A)
       Section 315(b)                                7.05
       Section 315(c)                                5.09(A)
       Section 315(d)                                10.07
       Section 315(e)                                10.07
       Section 316(a)                                10.07
       Section 316(b)                                6.02;10(I)
       Section 3.17(a)(1)                            7.03(B)
       Section 317(a)(2)                             7.04
       Section 317(b)                                10.07
       Section 318(a)                                10.07
       Section 318(c)                                10.07

----------

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Amended and Restated Note Issuance and Security Agreement.

Attention should also be directed to Section 318(c) of the Trust Indenture Act
of 1939, which provides that the provisions of Sections 310 to and including 317
of the Trust Indenture Act of 1939 are a part of and govern every qualified
indenture, whether or not physically contained therein.
<PAGE>
     (This Table of Contents is for convenience of reference only and is not
intended to define, limit or describe the purpose or intent of any provisions of
this Amended and Restated Note Agreement.)

                                    ARTICLE I

Definitions.................................................................   1

                                   ARTICLE II

                                      NOTES

Section 2.01.  The Notes....................................................   8
Section 2.02.  Registration, Transfer and Exchange of Notes.................  11
Section 2.03.  Registration, Transfer and Exchange of Beneficial
               Interests in Notes...........................................  11
Section 2.04.  Persons Deemed Owners........................................  12
Section 2.05.  Redemption...................................................  13

                                   ARTICLE III

                                    SECURITY

Section 3.01.  Grant of Security............................................  14
Section 3.02.  Pledge to Secure Obligations.................................  16
Section 3.03.  Collateral Transfers and Other Liens.........................  17
Section 3.04.  Sale of Collateral...........................................  17
Section 3.05.  Responsibilities of Debtor...................................  18
Section 3.06.  Continuing Security Interest.................................  19
Section 3.07.  Further Assurances...........................................  19

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

Section 4.01.  Representations and Warranties...............................  20
Section 4.02.  Replacement of Defective Collateral..........................  21

                                    ARTICLE V

                  TRUSTEE; COMMUNICATIONS AND REPORTS; ACCOUNTS

Section 5.01.  Certain Duties of Trustee....................................  22
Section 5.02.  Corporate Trustee Required; Eligibility; Conflicting
               Interests....................................................  23
Section 5.03.  Replacement of Trustee.......................................  23
Section 5.04.  Preferential Collection of Claims Against Debtor.............  24
Section 5.05.  Communication by Noteholders with Other Noteholders..........  24
Section 5.06.  Reports by Trustee to Noteholders............................  25
Section 5.07.  Reports by Debtor............................................  25

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Section 5.08. Statement as to Compliance....................................  25
Section 5.09.  Performance by the Trustee...................................  26
Section 5.10.  Indemnity and Expenses.......................................  27
Section 5.11.  Accounts; Payments on Notes..................................  27

                                   ARTICLE VI

                                   SENIOR DEBT

Section 6.01.  Senior Indebtedness..........................................  32
Section 6.02.  Noteholders' Rights Not Impaired.............................  33
Section 6.03.  Acceptance by Noteholders....................................  33

                                   ARTICLE VII

                                     DEFAULT

Section 7.01.  Events of Default............................................  33
Section 7.02.  Noteholder's Direction Upon Default..........................  34
Section 7.03.  Remedies.....................................................  36
Section 7.04.  Trustee May File Proofs of Claim.............................  37
Section 7.05.  Notice of Defaults...........................................  38
Section 7.06.  Trustee May Enforce Claims Without Possession Of Notes.......  38
Section 7.07.  Limitation On Suits..........................................  39

                                  ARTICLE VIII

                          TERMINATION OF NOTE AGREEMENT

Section 8.01.  Deposit of Payment...........................................  39
Section 8.02.  Application of Funds.........................................  40
Section 8.03.  Reinstatement................................................  40
Section 8.04.  Unclaimed Funds..............................................  40

                                   ARTICLE IX

                   AMENDMENTS AND SUPPLEMENTAL NOTE AGREEMENTS

Section 9.01.  General......................................................  40
Section 9.02.  Amendment Without Consent of Noteholders.....................  40
Section 9.03.  Amendment With Consent of Noteholders........................  41
Section 9.04.  Senior Indebtedness..........................................  42
Section 9.05.  Notice to Noteholders........................................  42
Section 9.06.  Compliance With TIA..........................................  42
Section 9.07.  Rights of Noteholders Not Impaired...........................  43

                                      iii
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                                    ARTICLE X

                                  MISCELLANEOUS

Section 10.01. Governing Law................................................  43
Section 10.02. Waiver.......................................................  43
Section 10.03. Notices......................................................  43
Section 10.04. Certificate and Opinion as to Conditions Precedent...........  44
Section 10.05. Statements Required in Certificate or Opinion................  44
Section 10.06. Severability.................................................  45
Section 10.07. TIA..........................................................  45
Section 10.08. Nonliability of Directors; No General Obligation.............  45
Section 10.09. Scope Of Debtor's Liability..................................  45
Section 10.10. Assignment...................................................  45
Section 10.11. When the Debtor May Merge or Transfer Assets.................  46
Section 10.12. Section References...........................................  46
Exhibit A-1    Form of Eligible Receivable Acquisition Certificate
Exhibit A-2    Form of Non-Receivable Asset Acquisition Certificate
Exhibit A-3    Form of Collateral Replacement Certificate
Exhibit B      Form of Sale of Collateral and Release of Lien Certificate

                                       iv
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                              AMENDED AND RESTATED
                      NOTE ISSUANCE AND SECURITY AGREEMENT

     This AMENDED AND RESTATED NOTE ISSUANCE AND SECURITY AGREEMENT, dated as of
the 15th day of February, 2001 (the "Note Agreement"), is made by and between
MEDICAL CAPITAL MANAGEMENT, INC., a Delaware corporation (hereinafter referred
to as the "Debtor") and ZIONS FIRST NATIONAL BANK (the "Trustee"), a national
banking association duly organized, existing and authorized to accept and
execute trusts of the character herein set out under and by virtue of the laws
of the United States, with its principal office located in Salt Lake City, Utah,
as trustee for the benefit of the Noteholders, and amends and restates the Note
Issuance and Security Agreement (the "Original Note Agreement") between the
Debtor and the Trustee dated January 31, 2001.

                                  WITNESSETH:

     WHEREAS, the parties hereto desire to amend and restate the Original Note
Agreement;

     NOW, THEREFORE, in consideration of the foregoing premises and for good and
valuable consideration, the adequacy and sufficiency of which is hereby
acknowledged, each party agrees, for the benefit of the other and for the equal
and ratable benefit of the Noteholders, to amend and restate the Original Note
Agreement in its entirety to read as follows:

                                    ARTICLE I

                                   DEFINITIONS

     When used herein, the following terms shall have the meanings set forth
below:

     "ACCOUNTS" means the Concentration Account and the Note Payment Account.

     "ADMINISTRATION AGREEMENT" means the Administrative Services Agreement
entered into as of August 4, 2000 between the Administrator and the Debtor
concerning the administrative services to be performed by the Administrator with
regard to the Receivables, as supplemented and amended.

     "ADMINISTRATOR" means Medical Capital Corporation, Inc., a Nevada
Corporation, or any other successor selected by the Debtor and identified in
writing to the Trustee.

     "AGGREGATE NOTE BALANCE" means, as of any date of determination, the total
unpaid principal and accrued and unpaid interest evidenced by all of the
Outstanding Notes.

     "A.M. BEST" shall mean A.M. Best Company an insurance industry rating
company existing under the laws of the State of New Jersey.

     "APPLICABLE NOTES" means (a) the Notes (Series I) in the case of an Event
of Default and (b) the Notes of each other series, in the case of an Event of
Default with respect to such series as provided in any supplemental note
agreement relating to the Notes of such series; but in no event shall the term
<PAGE>
"Applicable Notes" include Notes of more than one series unless there is an
Event of Default with respect to such series.

     "APPROVED PAYOR" means (a) any private medical insurance company which at
the time of purchase of any Receivable payable by such private medical insurance
company, the private medical insurance company has been assigned a long-term
debt rating, or a rated claims paying ability of "AA" or better by S&P, "AA3" or
better by Moody's, "A" or better by A.M. Best or Fitch, or the Administrator in
its determination, otherwise believes is financially suitable; (b) any Federal
or State government sponsored health care program; (c) large self insured
corporations (as determined by the Administrator in its discretion); and (d)
health maintenance organizations, in each case as identified in a certificate
signed by the Administrator and delivered to the Trustee.

     "ASSETS" shall have the meaning set forth in Section 3.01 (b).

     "BATCH" means a group of Receivables that were acquired on the same date
from a single Health Care Provider.

     "BROKER/DEALER" means Metropolitan Investment Securities, First Securities
USA, Inc. and such other Persons as may be designated in writing by the Debtor
to the Trustee from time to time, provided that the number of Broker/Dealers the
Trustee shall be required to register as Noteholders under this Note Agreement
shall not exceed three at any one time.

     "BUSINESS DAY" means each day of the year on which federally-chartered
banking institutions are not required or authorized to close in New York, New
York, and in the city in which the principal office of the Trustee is located.

     "COLLATERAL" shall have the meaning set forth in Section 3.01(c).

     "CONCENTRATION ACCOUNT" means the account established and maintained
pursuant to Section 5.11(a) , including any subaccounts created by the Trustee
therein pursuant to this Note Agreement.

     "CORPORATE TRUST OFFICE" means the Denver, Colorado office of the corporate
trust department of the Trustee, or such other office as may be set forth from
time to time in Section 10.03.

     "DATE OF ISSUE" means, with respect to a Note, the date the Broker/Dealer
or other brokerage firm for which the Broker/Dealer acts as agent receives the
proceeds from the initial sale of all of the beneficial interests in the Note,
or, if later exchanged pursuant to Section 2.01(f), the date the Note or portion
thereof is exchanged.

     "DEBTOR" means Medical Capital Management, Inc., a Delaware corporation, or
its successors in interest.

     "DUNN & BRADSTREET" means a credit reporting agency associated with
"Moody's" existing under the laws of the State of New Jersey.

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     "ELIGIBLE ACCOUNT" means a trust account established with (a) a trust
company or depositary institution subject to regulations on fiduciary funds on
deposit substantially similar to 12 CFR Section 9.10 (b), or (b) a trust company
or depository institution the long-term unsecured debt obligations of which are
rated at least "A" by S&P and "A-1" by Moody's (unless rated by only one of S&P
and Moody's in which case such rating shall suffice).

     "ELIGIBLE RECEIVABLE" means, as of the date that it is pledged to the
Trustee pursuant to this Note Agreement, any Receivable that:

          (a) an Approved Payor is directly obligated to pay the Receivable,
     which obligation is valid, binding, and enforceable against the Approved
     Payor in accordance with its terms except that (i) such enforcement may be
     subject to bankruptcy, insolvency, reorganization, moratorium or other
     similar laws (whether statutory, regulatory or decisional) now or hereafter
     in effect relating to creditors' rights generally and (ii) the remedy of
     specific performance and injunctive and other forms of equitable relief may
     be subject to certain equitable defenses and to the discretion of the court
     before which any proceeding therefor may be brought, whether a proceeding
     at law or in equity;

          (b) is not subject to any dispute, offset, counterclaim or defense;

          (c) is denominated and payable in U.S. dollars in the United States
     and that is acquired by the Debtor pursuant to a Purchase Document;

          (d) constitutes an "account" as defined in the Uniform Commercial Code
     as in effect in the jurisdiction in which the Debtor is required to perfect
     a security interest therein;

          (e) with regard to which each of the representations and warranties
     set forth in Article IV is true and correct;

          (f) the Approved Payor of which (other than a Receivable payable by
     Medicare or Medicaid) has received written notice of the sale of the
     Receivable to Debtor;

          (g) with regard to which (i) the claim for payment has been submitted
     to the Approved Payor not more than one hundred eighty (180) days prior to
     the purchase thereof by the Debtor (if the Receivable is part of the first
     Batch purchased from a Health Care Provider);

          (h) will be subject to a first priority perfected lien held by the
     Trustee pursuant to this Note Agreement upon its purchase with funds from
     the Concentration Account and the filing of any applicable financing
     statement pursuant to the UCC;

          (i) the claim for payment has been acknowledged by the Approved Payor;
     and the Approved Payor has received written notice that payments with
     respect thereto are to be sent solely to a Lock Box Account; and

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          (j) is set forth in a certificate delivered to the Trustee by the
     Debtor in the form attached as Exhibit A-1 hereto.

     "EVENT OF DEFAULT" (a) with respect to the Notes (Series I), shall have the
meaning set forth in Section 7.01 (a) through (j) and (b) with respect to each
other series of Notes shall have the meaning set forth in the supplemental note
agreement creating such series.

     "FITCH" shall mean Fitch, Inc., a corporation organized and existing under
the laws of the State of Delaware, its successors.

     "HEALTH CARE PROVIDER" means any provider of medical, hospital or dental
services, or durable medical equipment, and whose financial condition meets the
criteria set forth by the Debtor. The criteria set by the Debtor shall be based
on ratings of the provider published by Dunn & Bradstreet and other rating
agencies, as well as the underwriting criteria for such providers established by
the Debtor from time to time.

     "INTEREST PAYMENT DATE" means, with respect to an outstanding Note, the
tenth day of each calendar month commencing with the tenth day of the month
following the month in which the Date of Issue occurs and continuing on each
succeeding tenth day of each month until the Note has been repaid in full, or if
the tenth day of a month is not a Business Day, then the next following Business
Day.

     "LOCK BOX ACCOUNT" means an account established by the Debtor, or the
Servicer on behalf of the Debtor, with a bank chartered by the United States or
any state therein for the purpose of collecting the proceeds of Receivables for
the benefit of the Trustee as set forth in the applicable Purchase Agreement and
as to which a copy of the written executed agreement pursuant to which the
account has been established has been provided to the Trustee.

     "MATURITY DATE" with respect to a Note shall have the meaning set forth in
Section 2.01(f).

     "MOODY'S" means Moody's Investors Services, Inc., and its successors.

     "NET COLLECTIBLE AMOUNT" means, with respect to a Receivable, the net
amount that is expected to be collected on a medical claim by the related Health
Care Provider from a third party payor, which shall be calculated by Servicer
based on the claim information gathered from the such Health Care Provider in
accordance with the applicable Purchase Documents and the Servicer's customary
methods.

     "NOTE" is any one of the different classes or series of promissory notes
issued by the Debtor in book entry form without coupons pursuant to the terms of
this Note Agreement.

     "NOTE PAYMENT ACCOUNT" shall mean the account established and maintained
pursuant to Section 5.11(c), including any subaccounts created by the Trustee
therein pursuant to this Note Agreement.

                                       4
<PAGE>
     "NOTE (SERIES I)" is any one of the different classes of promissory notes
issued by the Debtor pursuant to Section 2.01(d).

     "NOTE AGREEMENT" means this Amended and Restated Note Issuance and Security
Agreement dated as of February 15, 2001, between the Trustee and Debtor, as
amended, supplemented or otherwise modified from time to time.

     "NOTE REGISTER" has the meaning set forth in Section 2.02(a).

     "NOTEHOLDER" means the Broker/Dealer in whose name a Note is registered on
the Note registration books maintained by the Trustee.

     "OBLIGATIONS" has the meaning set forth in Section 3.02.

     "OUTSTANDING" shall mean, on the date of determination (i) with respect to
a Note, a Note which has been issued pursuant to this Note Agreement which on
such date remains unpaid as to principal or interest, unless provision has been
made for such payment pursuant to Section 2.05, excluding Notes which have been
replaced pursuant to this Note Agreement and (ii) with respect to any other
Obligation, the unpaid amount of the Obligation.

     "PERMITTED INVESTMENTS" means any of the following:

          (a) direct obligations of the United States of America;

          (b) obligations, the payment of the principal of and interest on
     which, in the opinion of the Attorney General of the United States, is
     unconditionally guaranteed by the United States;

          (c) interest-bearing time or demand deposits, certificates of deposit
     or other similar banking arrangements, investment agreements, repurchase
     agreements, or guaranteed investment contracts, with a maturity of twelve
     (12) months or less with any bank, trust company, national banking
     association or other depository institution, including those of the Trustee
     (and, with respect to, investment agreements or guaranteed investment
     contracts, any corporation), provided that, at the time of deposit or
     purchase such depository institution has commercial paper which is rated
     "A-1" by S&P, "P-1" by Moody's or "F-1" by Fitch;

          (d) interest-bearing time or demand deposits, certificates of deposit
     or other similar banking arrangements, investment agreements, repurchase
     agreements, or guaranteed investment contracts, with a maturity of twenty
     four (24) months or less, but more than twelve (12) months, with any bank,
     trust company, national banking association or other depository
     institution, including those of the Trustee and any of its affiliates (and,
     with respect to , investment agreements or guaranteed investment contracts,
     any corporation), provided that, at the time of deposit or purchase such
     depository institution has senior debt rated "A" or higher by S&P, "P-1" or
     higher by Moody's or "A" or higher by Fitch, and, if commercial paper is
     outstanding, commercial paper which is rated "A-1" by S&P, "P-1" by Moody's
     or "F-1" by Fitch;

                                       5
<PAGE>
          (e) interest-bearing time or demand deposits, certificates of deposit
     or other similar banking arrangements, investment agreements, repurchase
     agreements, or guaranteed investment contracts, with a maturity of more
     than twenty four (24) months with any bank, trust company, national banking
     association or other depository institution, including those of the Trustee
     and any of its affiliates (and, with respect to , investment agreements or
     guaranteed investment contracts, any corporation), provided that, at the
     time of deposit or purchase such depository institution has senior debt
     rated "AA" or higher by S&P, "Aa2" or higher by Moody's or "AA" or higher
     by Fitch and, if commercial paper is outstanding, commercial paper which is
     rated "A-1" by S&P, "Aa2" by Moody's or "F-1" by Fitch;

          (f) commercial paper, including that of the Trustee and any of its
     affiliates, which is rated no less than "A-1" by S&P, "P-1" by Moody's or
     "F-1" by Fitch, and which matures not more than two hundred seventy (270)
     days after the date of purchase;

          (g) bonds, debentures, notes or other evidences of indebtedness issued
     or guaranteed by any of the following agencies: Federal Farm Credit Banks,
     Federal Home Loan Mortgage Corporation; Governmental National Mortgage
     Association; Export-Import Bank of the United States; Federal National
     Mortgage Association; Student Loan Marketing Association; Farmers Home
     Administration; Federal Home Loan Banks; or any agency or instrumentality
     of the United States of America which shall be established for the purposes
     of acquiring the obligations of any of the foregoing or otherwise providing
     financing therefor;

          (h) a money market mutual fund investing solely in the above listed
     assets; or

          (i) the AIM Short-Term Investments Trust Treasury Portfolio (Private
     Class) Money Market Fund, which is rated "AAA" by S&P, Moody's and Fitch
     and invests in U.S. Treasury bills, notes and direct obligations of the
     U.S. Treasury and in repurchase agreements fully collateralized by such
     obligations.

     "PERSON" or "PERSONS" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

     "PURCHASE AGREEMENT" means each fully executed agreement between a Health
Care Provider and the Debtor or the Administrator in effect as of the date of
determination pursuant to which Receivables are acquired from such Health Care
Provider.

     "PURCHASE DOCUMENTS" means with respect to each Health Care Provider, (a)
with regard to the initial purchase of Receivables from such Health Care
Provider, the Purchase Agreement executed by the Debtor (or the Administrator)
and such Health Care Provider, including Exhibit A thereto listing the
Receivables to be purchased, along with copies of all security documentation
executed in connection therewith, including all: UCC Financing Statements,
personal guarantees, bills of sale and powers of attorney and (b) with regard to
each subsequent purchase of Receivables from such Health Care Provider, a

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supplement to the Purchase Agreement listing the additional Receivables to be
purchased from such Health Care Provider, along with all additional security
documentation executed in connection therewith, including any amendments to
previously delivered security documentation.

     "RECEIVABLE" means any right to payment or reimbursement from an Approved
Payor or Health Care Provider, whether constituting an account, chattel paper,
instrument or a general intangible, arising from or in connection with the
provision of medical, hospital, or dental services by a Health Care Provider or
durable medical equipment to a Health Care Provider that was (a) acquired or
funded by the Debtor from amounts on deposit in the Concentration Account or
otherwise accounted for in the Concentration Account or otherwise constituting a
part of the Collateral or (b) substituted or exchanged for Receivables pursuant
to Article IV, but does not include Receivables released from the lien of this
Note Agreement.

     "RECORD DATE" means, with respect to a Note, the close of business on the
last day of the month immediately preceding the month in which a payment of
interest or principal, or both, is due and payable on a Note, or, with respect
to the first Interest Payment Date, the Date of Issue.

     "REDEMPTION PRICE" means the unpaid principal balance, plus all accrued and
unpaid interest thereon to (but excluding) the date set for redemption, of an
Outstanding Note (or part thereof) selected for redemption, all as pursuant to
Section 2.05. If a Note is issued with original issue discount, the amount
payable upon full or partial redemption will be the applicable portion of the
amortized face amount on the redemption date. The amortized face amount of such
an original issue discount Note will be equal to the issue price plus that
portion of the difference between the issue price and the original principal
amount of the Note that would have accrued at the yield to the maturity of the
Note, prorated to (but excluding) the redemption date. The amortized face amount
of an original issue discount Note will never be greater than its original
principal amount.

     "REVENUE" or "REVENUES" means all recoveries of principal, dividends,
interest, payments, proceeds, charges and other income or amounts received by
the Trustee or the Debtor from or on account of any of the Collateral (excluding
amounts described in Sections 5.11(a)(ii)(B)).

     "S&P" means Standard & Poor's Ratings Group, a Division of The McGraw-Hill
Companies, Inc., and its successors.

     "SENIOR INDEBTEDNESS" has the meaning set forth in Article VI.

     "SERVICER" means Medical Tracking Services, Inc. a Nevada Corporation,
whose rights and obligations are more fully set forth in the Servicing
Agreement.

     "SERVICING AGREEMENT" means the Master Servicing Agreement dated as of
August 4, 2000 by and between the Debtor and the Servicer, and acknowledged by
the Trustee, as the same may be amended, supplemented or otherwise modified from
time to time.

     "TIA" means the Trust Indenture Act of 1939, as amended, as in effect on
the date of this Note Agreement.

     "TRANSACTION DOCUMENTS" means the Notes, this Note Agreement, the Servicing
Agreement, the agreements pursuant to which the Lock Box accounts have been

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established and are administered, the Purchase Documents and any other documents
executed in connection therewith.

     "TRUSTEE" means Zions First National Bank, a national banking association,
or its successors in interest.

     "UCC" means, with respect to each separate item of Collateral, the Uniform
Commercial Code of the State the law of which governs the creation and
perfection of the Trustee's security interest in the item of Collateral or the
Debtor's security interest in the item of Collateral, as the case may be.

                                   ARTICLE II

                                      NOTES

     SECTION 2.01. THE NOTES.

          (a) ISSUABLE IN SERIES; GENERAL TITLE. The Notes may be issued in
     series as from time to time shall be authorized by the Debtor. With respect
     to the Notes of any particular series, the Debtor may incorporate in or add
     to the general title of such Notes any words, letters or figures designed
     to distinguish that series. Each series shall be designated sequentially
     with Roman numerals beginning with Series I and each class shall contain a
     sequential alphabetic designation beginning with Class A.

          (b) TERMS OF PARTICULAR SERIES. The Notes of each series (other than
     the Notes (Series I) as to which specific provision is made in Section
     2.01(d) and (e)) shall be payable at such place or places, shall mature on
     such date or dates, shall bear interest at such rate or rates payable in
     such installments and on such dates and at such place or places and to
     Noteholders registered as such, and may be redeemable at such price or
     prices and upon such terms, all as shall be provided for in the
     supplemental note agreement creating that series. The Debtor may at the
     time of the creation of any series of Notes or at any time thereafter make,
     and the Notes of such series may contain, provision for:

               (i) the redemption of all, or of all or any part, of the Notes of
          such series prior to maturity;

               (ii) a sinking, amortizations improvement or other analogous
          fund;

               (iii) limiting the aggregate principal amount of the Notes of
          such series;

               (iv) the exchange or conversion of the Notes of that series, at
          the option of the Noteholders thereof, for or into new Notes of a
          different series and/or shares of stock of the Debtor and/or other
          securities;

               (v) exchanging Notes of that series, at the option of the
          Noteholders thereof, for other Notes of the same series of the same

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          aggregate principal amount of a different authorized kind and/or
          authorized denomination or denominations; and/or

               (vi) extension of the maturity date for the Notes at the option
          of the Noteholder.

          (c) FORM AND DENOMINATIONS. The form of the Notes of each series
     (except the Notes (Series I)) may be established by the supplemental note
     agreement creating such series. The Notes (Series I) shall be issued only
     as book entry notes unless otherwise agreed by the Debtor and the Trustee
     pursuant to a supplemental Note Agreement. The Notes of each series shall
     be distinguished from the Notes of other series in such manner as may be
     prescribed in the supplemental note agreement creating such series. The
     Notes of each series shall be issued in such denominations as shall be
     provided in the supplemental note agreement creating such series or as the
     Debtor may determine, except that the Notes (Series I) shall be issued in
     the denominations provided for in Section 2.01(d) below.

          (d) NOTES (SERIES I). There shall be an initial series of Notes
     entitled Secured Notes (Series I). The Notes (Series I) shall be issued as
     various classes of Notes substantially in the forms set forth in Exhibit A
     hereto. The Notes (Series I) shall be issued in minimum denominations of
     $5,000 and integral multiples of $1,000 in excess thereof. Each Note
     (Series I) shall be payable and have such other terms and provisions as
     provided in Exhibit A and in this Note Agreement. The Notes (Series I)
     shall be issued in the maturities and class denominations as follows:

                                 STATED MATURITY FROM DATE OF
             CLASS                         ISSUANCE
             -----                         --------
            Class A                        One year
            Class B                        Two years
            Class C                       Three years
            Class D                       Four years

          (e) GENERAL TERMS. Notes may bear different Maturity Dates based on
     the Date of Issue and its class or series designation, but in no event may
     a Note have a term of less than one (1) year. Interest rates may vary as
     among the series and classes of Notes, as determined by the Debtor in its
     sole discretion. Notes in the same class of a series may be issued with
     different fixed rates of interest as determined by the Debtor in its sole
     discretion, but in no event may Notes in the same class of a series with
     the same Date of Issue have different rates of interest other than Notes
     that are exchanged pursuant to Section 2.01(f) of this Note Agreement.
     Following execution and delivery of this Note Agreement, the Trustee shall
     register the name and address of the Noteholder, and the terms of the
     related Note, in the Note Register only after the Trustee has been notified
     in writing by the Debtor that the Debtor has received and forwarded to the
     Trustee the Note issuance proceeds equal to the aggregate issue price of
     the Note. The Notes bear interest at their respective stated fixed rates of
     interest per annum. The interest on a Note will begin to accrue on its Date
     of Issue. The interest accrued on a Note in a calendar month (or portion

                                       9
<PAGE>
     thereof in the case of the first Interest Payment Date for a Note) will be
     paid on the next following Interest Payment Date in accordance with Section
     5.11(f) prior to the maturity date of the Note to the Noteholders as of
     each related Record Date. Interest on each Note will be calculated on the
     basis of a three hundred sixty (360) day year consisting of twelve (12) -
     thirty (30) day months. If, in accordance with this Note Agreement, the
     Trustee holds in the Note Payment Account on a date set for redemption or
     the stated maturity of one or more Notes, money or securities, if permitted
     hereunder, sufficient to pay in full the Notes to be redeemed on that date,
     then on and after that date such Notes shall cease to be outstanding and
     interest, if any, on such Notes shall cease to accrue; provided, if such
     Notes are to be redeemed, notice of such redemption has been duly given
     pursuant to this Note Agreement or provision therefor satisfactory to the
     Trustee has been made.

          (f) PAYMENTS AT MATURITY. Principal on a Note is due and payable in
     full on its original stated maturity date (the "Maturity Date") unless,
     between the tenth Business Day and fifth Business day prior to the Maturity
     Date of the Note, the Trustee has received written notification from the
     Debtor that the Noteholder intends to exchange all or a portion of the Note
     for a new Note having terms and conditions identical to the Note exchanged
     and the Debtor has given written direction to the Trustee to exchange the
     Note. If, between the tenth Business Day and the fifth Business Day prior
     to the Maturity Date of a Note, the Trustee has received the notification
     and written direction referred to in the preceding sentence, or receives
     notification and written direction that only a portion of the principal
     amount of the Note will be exchanged, the Trustee shall exchange the
     Noteholder's Note (or portion thereof set forth in the notice and written
     direction) for a new Note having terms and conditions identical to the Note
     exchanged (except with respect to changes necessary to reflect any payment
     of a portion of principal on the Maturity Date as set forth in the notice
     and written direction) without further action on the part of the
     Noteholder; provided, however, that Notes shall only be exchanged pursuant
     to this sub-section (f) if the Debtor furnishes a then current prospectus
     containing audited financial statements as required by the rules and
     regulations of the U.S. Securities and Exchanged Commission, as then in
     effect, and a state blue sky qualification, or valid exemption therefrom,
     is in effect with respect to the state in which the applicable beneficial
     owner(s) of the Note resides, and the Debtor furnishes a certificate to the
     Trustee to the forgoing effect or represents the same in the notice
     referred to above. If such current prospectus is not available or such blue
     sky qualification or exemption is not effective on the Maturity Date, the
     maturing Note shall be paid on the Maturity Date. Any notice received by
     the Trustee modifying a previous notice received by the Trustee with
     respect to a Note under this Section 2.01(f) shall supersede and restate
     the previous notice in its entirety and shall be controlling if received by
     the Trustee within the time period specified in this Section 2.01(f). If a
     Noteholder wishes to renew a maturing Note as provided above, written
     notice must be given to the Debtor at least 90 calendar days but no more
     than 120 calendar days prior to the Maturity Date. If the Debtor
     determines, at its option, not to renew such Note then the Debtor shall
     give written notice to such effect to such requesting Noteholder not less
     than 20 days nor more than 60 days before the Maturity Date in accordance
     with Section 2.05.

                                       10
<PAGE>
          (g) DEPOSIT OF NOTE PROCEEDS. With respect to the gross proceeds from
     initial sale of beneficial interests in a Note, the Debtor agrees to cause
     each Broker/Dealer or other brokerage firm for which the Broker/Dealer acts
     as agent selling for such beneficial interest to forward to the Debtor the
     gross proceeds promptly upon receipt by the Broker/Dealer or other
     brokerage firm. The Debtor shall remit the gross proceeds from the initial
     sale of each such beneficial interest by wire transfer to the Trustee for
     deposit into the Concentration Account not later than the Business Day
     following the date such proceeds are received by the Debtor and constitute
     cleared funds in the Debtor's accounts. In connection with the wire
     transfer to the Trustee, the Debtor shall provide to the Trustee a written
     statement setting forth with respect to each class of Note for which gross
     proceeds are being wired to the Trustee: (i) the name of the Broker/Dealer
     that will be the Noteholder and (ii) the class, principal balance, interest
     rate, Date of Issue, Maturity Date, and amount of gross proceeds received
     by class by the Debtor with respect to the Note. Upon receipt of such gross
     proceeds, the Trustee shall deposit such proceeds into the Concentration
     Account.

     SECTION 2.02. REGISTRATION, TRANSFER AND EXCHANGE OF NOTES.

          (a) The Trustee shall cause to be kept at its Corporate Trust Office a
     Note Register (the "Note Register") in which, subject to such reasonable
     regulations as it may prescribe, the Trustee shall provide for the
     recordation of Notes and of transfers, pledges and exchanges of Notes as
     herein provided. Each Note shall be held, transferred, and exchanged
     through the book-entry facilities of the Trustee in accordance with its
     customary procedures.

          (b) At the option of the Noteholders, Notes may be transferred to
     another Broker/Dealer or exchanged for other Notes in the same series and
     of the same class in authorized denominations evidencing the same aggregate
     principal amount, interest rate and maturity (subject to Section 2.01(f))
     in accordance with the customary procedures of the Trustee with respect to
     the transfer or exchange of book-entry obligations. All Notes canceled by
     the Trustee in connection with a transfer or Exchange of Notes shall not be
     entitled to payment of principal and shall have no further legal rights or
     effect.

     SECTION 2.03. REGISTRATION, TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS
IN NOTES.

          (a) By its acceptance of Notes whether upon original issue or upon
     transfer or assignment thereof, each Broker/Dealer accepts and agrees to be
     bound by the following provisions. Except as provided below, the Notes
     issued to a Broker/Dealer shall at all times remain registered in the name
     of that Broker/Dealer or its nominee and at all times:

               (i) registration of the Notes may not be transferred by the
          Trustee except to another Broker/Dealer;

               (ii) the Broker/Dealer and any brokerage firm for which the
          Broker/Dealer acts as agent with respect to the Notes shall maintain
          book-entry records with respect to the holders of beneficial interests
          in such Notes and with respect to ownership and transfers of such
          interests;

                                       11
<PAGE>
               (iii) ownership and transfers of registration and exchanges of
          the Notes on the books of the Broker/Dealer shall be governed by
          applicable rules and procedures established by the Broker/Dealer;

               (iv) the Broker/Dealer may collect its usual and customary fees,
          charges and expenses with respect to the registration of ownership,
          transfer, and exchange of interests in the Notes;

               (v) the Trustee shall deal with the Broker/Dealer as a
          representative of the holders of beneficial interests in its Notes for
          purposes of exercising the rights of Noteholders under this Note
          Agreement, and requests or directions from, or votes of, the
          Noteholder with respect to any matter shall not be deemed inconsistent
          if made with respect to (or in separate proportions corresponding to)
          different holders of beneficial interests in the Notes.

               (vi) the Trustee may rely and shall be fully protected in relying
          upon information requested by the Trustee and furnished by the
          Broker/Dealer, with respect to its holders of beneficial interests in
          a Note and furnished by a brokerage firm for which it acts as agent
          with respect to the Note with respect to Persons shown on the books of
          such brokerage firms as holders of beneficial interests in the Note.

          (b) All transfers by a Broker/Dealer of beneficial interests in a Note
     shall be made in accordance with the procedures established by the
     Broker/Dealer or other brokerage firm representing the holders of
     beneficial interests in the Note, as applicable. Each Broker/Dealer shall
     only transfer beneficial interests in a Note of the holders thereof that it
     represents or of brokerage firms for which it acts as agent with respect
     the Notes in accordance with the Broker/Dealer's customary procedures.

          (c) The Trustee shall not have any duty to monitor, maintain records
     concerning (or determine compliance with any of the restrictions on
     transfer applicable to) holders of beneficial interests in a Note. The
     Trustee shall not have any liability for the accuracy of the records of the
     Broker/Dealers or the brokerage firms for which they act as agents, or any
     actions or omissions of such the Broker/Dealers or the brokerage firms.

     SECTION 2.04. PERSONS DEEMED OWNERS. Prior to notice to the Trustee for
registration of the transfer of a Note, the Trustee and any agent of the Trustee
may treat the Person in whose name any Note is registered in the Note Register
as the owner of such Note for the purpose of receiving payments and for all
other purposes whatsoever, and none of the Trustee, nor any agent of the
Trustee, shall be affected by notice to the contrary. Brokerage firms for which
a Noteholder acts as agent and holders of beneficial interests in a Note
represented by the Noteholder or the brokerage firm shall have no rights under
this Note Agreement with respect to such Notes. The rights of holders of
beneficial interests in a Note shall be limited to those established by law and
agreements between such Broker/Dealers and brokerage firms representing such
holders of beneficial interests in a Note.

                                       12
<PAGE>
     SECTION 2.05. REDEMPTION.

          (a) The Debtor, at its option, at any time may redeem one or more of
     the Outstanding Notes in whole or in part. If the Debtor elects to redeem
     all or part of any Note, it shall notify the Trustee in writing of the
     redemption date and the principal amount of Notes to be redeemed. The
     Debtor shall give the notice to the Trustee provided for in this Section
     2.05 in the case of any redemption of the Notes, at least 25 days but not
     more than 65 days before the redemption date unless a shorter notice shall
     be satisfactory to the Trustee.

          (b) If less than all the Notes are to be redeemed, (i) the Debtor
     shall designate in writing to the Trustee the Notes or portions thereof to
     be redeemed or (ii) if the Debtor does not so designate or such method is
     prohibited by the rules of any securities exchange or quotation system on
     which the Notes are then listed or quoted, the Trustee shall select the
     Notes to be redeemed pro rata or by lot among classes of Notes and by lot
     within each class. The Debtor or the Trustee shall make the selection at
     least 20 days, but not more than 60 days, before the redemption date from
     Outstanding Notes not previously called for redemption. The Debtor or the
     Trustee may select for redemption Notes or portions of the principal amount
     of Notes that have denominations of $5,000 or larger but only in integral
     multiples of $1,000 of initial principal amounts. If the Trustee designates
     Notes or portions thereof for redemption, the Trustee shall notify the
     Debtor promptly of the Notes or portions thereof to be redeemed.

          (c) At least 20 days but not more than 60 days before a redemption
     date, the Trustee shall mail a notice of redemption by first-class mail,
     postage prepaid, to each Noteholder of Notes (or portion thereof) to be
     redeemed. The notice shall identify the Notes to be redeemed and shall
     state:

               (i) the redemption date;

               (ii) the Redemption Price;

               (iii) the name and address of the Trustee as paying agent;

               (iv) if fewer than all the Outstanding Notes are to be redeemed,
          the certificate number and principal amounts of the particular Notes
          to be redeemed; and

               (v) that interest, if any, on Notes (or portions thereof) called
          for redemption will cease to accrue on and after the redemption date.

          (d) The notice, if mailed in the manner herein provided, shall be
     conclusively presumed to have been duly given, whether or not the
     Noteholder receives such notice. In any case, failure to give such notice
     by mail or any defect in the notice to the Noteholder of any Note
     designated for redemption as a whole or in part shall not affect the
     validity of the proceedings for the redemption of any other Note. At the
     Debtor's request, the Trustee shall give the notice of redemption in the
     Debtor's name. All redemption notices shall be at the Debtor's expense.

                                       13
<PAGE>
          (e) Once notice of redemption is given pursuant to this Section 2.05,
     the Notes or portion of the Notes called for redemption become due and
     payable on the redemption date and at the Redemption Price. Upon the
     redemption date, such Notes shall be paid at the Redemption Price stated in
     the notice.

          (f) Prior to 11:00 a.m., Mountain Time, on one Business Day prior to
     the redemption date, the Debtor shall deposit with the Trustee into the
     Note Payment Account immediately available funds sufficient to pay the
     Redemption Price of all Notes or portion of the Notes to be redeemed on
     that date other than Notes or portions of Notes called for redemption which
     prior thereto have been delivered by the Debtor to the Trustee for
     cancellation, and on or after the redemption date (unless the Debtor shall
     default in the payment of the Notes at the Redemption Price), interest, if
     any, on the Notes or portion of Notes called for redemption shall cease to
     accrue and, except as provided in Section 8.02 below, to be entitled to any
     benefit or security under this Note Agreement, and the Noteholders thereof
     shall have no right in respect of such Notes (or portion thereof) except
     the right to receive the Redemption Price thereof. The Trustee shall as
     promptly as practicable return to the Debtor from amounts on deposit in the
     Note Payment Account all funds so deposited by the Debtor that are not
     required to be paid to Noteholders as the Redemption Price.

          (g) Upon partial redemption of a Note, the Trustee shall make the
     appropriate entries on the Note Register to evidence such partial
     redemption and a new authorized denomination equal in principal amount to
     the unredeemed portion of the Note.

          (h) Pursuant to this Note Agreement, any amounts held under this Note
     Agreement which are available to redeem Notes may instead be used by the
     Trustee at the direction of the Debtor to purchase Outstanding Notes at the
     same times and subject to the same conditions (except as to price) as apply
     to the redemption of Notes. Any Notes purchased shall be retired by the
     Trustee and shall no longer be deemed Outstanding hereunder.

                                  ARTICLE III

                                    SECURITY

     SECTION 3.01. GRANT OF SECURITY.

          (a) The Debtor, to secure the obligations described in Section 3.02
     below, hereby does grant, convey, pledge, transfer, assign and deliver to
     the Trustee for the equal and proportionate benefit and security of all
     present and future registered Noteholders a first and prior security
     interest in, all of the Debtor's right, title and interest in and to the
     following, whether now or hereafter existing and/or arising or acquired:

               (i) All Receivables, whether eligible or ineligible, that are
          identified on a certificate in the form of Exhibit A-1 hereto
          delivered to the Trustee and Servicer in connection with (A) the
          disbursement of funds from the Concentration Account by the Trustee at
          the direction of Debtor to purchase the Receivables identified on such

                                       14
<PAGE>
          certificate or (B) the replacement of Receivables that are not
          Eligible Receivables pursuant to Section 4.02;

               (ii) All collections in respect of such Receivables and all funds
          as may be held by the Trustee or Servicer from time to time in the
          Accounts together with all certificates and instruments, if any, from
          time to time evidencing such Accounts, and funds on deposit and all
          investments made with such funds, all claims thereunder or in
          connection therewith, and interest, dividends, moneys, instruments,
          securities and other property from time to time received, receivable
          or otherwise distributed in respect of any or all of the foregoing;

               (iii) All moneys, cash, credits, contract rights, and other
          obligations of any kind now or hereafter existing and/or arising out
          of or in connection with the Receivables and all rights now or
          hereafter existing in and to all agreements and contracts securing or
          otherwise relating to any such Receivables;

               (iv) The rights of the Debtor (but not its obligations) in, to
          and under the Purchase Documents including, without limitation, the
          rights of the Debtor (A) to enforce the Purchase Documents and the
          agreements pursuant to which the Lock Box Accounts are established and
          maintained against the respective Health Care Providers and the
          obligations thereunder and (B) to cause the Health Care Providers to
          repurchase Receivables purchased under the respective Purchase
          Document as to which there has occurred a breach of representation,
          warranty or covenant in accordance with the provisions of the Purchase
          Documents;

               (v) All of the Debtor's rights, (but not its obligations) in, to
          and under the Servicing Agreement, including any rights (if any) of
          Debtor in and to Servicer's software programs and billing systems, if
          any;

               (vi) The Accounts;

               (vii) All products and proceeds of any and all of the foregoing
          and, to the extent not otherwise included, all payments under
          insurance (whether or not the Debtor is the loss payee thereof), or
          any indemnity, warranty or guaranty, payable by reason of loss or
          damage to or otherwise with respect to any of the foregoing; and

               (viii) Subject to Section 3.01(b) below, any and all other
          property, rights and interests of every kind or description that from
          time to time hereafter is granted, conveyed, pledged, transferred,
          assigned or delivered to the Trustee as additional security hereunder.

          (b) The Debtor, to secure the obligations described in Section 3.02
     below, hereby does grant, convey, pledge, transfer, assign and deliver to
     the Trustee for the equal and proportionate benefit and security of all
     present and future registered Noteholders a first and prior or junior
     security interest in, all of the Debtor's right, title and interest in and
     to the following, whether now or hereafter existing and/or arising or
     acquired:

                                       15
<PAGE>
               (i) All of the stock and other tangible and intangible assets,
          moneys, rights, and properties related to the healthcare industry
          (including, without limitation, HMO's, PPO's, and third party
          administrators) that may be purchased by the Debtor from time to time
          from funds disbursed from the Concentration Account, which shall be
          identified on a certificate in the form of Exhibit A-2 hereto
          (including the type of Asset being purchased pursuant to this Section
          3.01(b)) provided to the Trustee by the Debtor (the "Assets"), which
          certificate shall certify the value of each of the Assets set forth on
          the certificate and the basis for the valuation thereof and the
          priority of the lien granted hereunder to the Trustee;

               (ii) All collections and distributions in respect of the Assets
          and all funds as may be held or controlled by the Trustee or Servicer
          from time to time in the Concentration Account from collections and
          distributions in respect of the Assets, together with all certificates
          and instruments, if any, from time to time evidencing such collections
          and distributions, and such collections and distributions on deposit
          and all investments made with such collections and distributions, all
          claims in connection therewith, and interest, dividends, moneys,
          instruments, securities and other property from time to time received,
          receivable or otherwise distributed in respect of any or all of the
          foregoing;

               (iii) All moneys, cash, credits, contract rights, and other
          obligations of any kind now or hereafter existing and/or arising out
          of or in connection with the Assets and all rights now or hereafter
          existing in and to all agreements and contracts securing or otherwise
          relating to any such Assets; and

               (iv) All products and proceeds of any and all of the assets,
          moneys, rights, and properties described in Section 3.01(b)(i) above
          and, to the extent not otherwise included, all payments under
          insurance (whether or not the Debtor is the loss payee thereof), or
          any indemnity, warranty or guaranty, payable by reason of loss or
          damage to or otherwise with respect to any of the foregoing.

          (c) All of the moneys, rights, and properties described in Sections
     3.01(a) and 3.01(b) are referred to as the "Collateral" unless released
     from the lien of this Note Agreement pursuant to the terms hereof.

     SECTION 3.02. PLEDGE TO SECURE OBLIGATIONS.

     This Note Agreement secures the Notes and enforcement of the payment of the
Notes in accordance with their terms, and all other sums payable hereunder or on
the Notes (whether now or hereafter existing, whether for principal, interest,
fees, expenses or otherwise, whether matured or unmatured, absolute or
contingent), and for the performance of and compliance with the obligations,
covenants, and conditions of this Note Agreement, as if all the Notes at any
time Outstanding had been executed and delivered simultaneously with the
execution and delivery of this Note Agreement (collectively, the "Obligations");
provided however, that pursuant to the terms of a supplemental note agreement
under which a series of Notes is issued, the Assets and Receivables acquired
from the proceeds of such series of Notes and the related Collateral can be

                                       16
<PAGE>
pledged to secure only that series of Notes and the other related Obligations
and not any other series of Notes or its related Obligations, in which case
Collateral pledged to secure other series of Notes and their related Obligations
shall not secure the series of Notes issued pursuant to such supplemental note
agreement or other related Obligations.

     SECTION 3.03. COLLATERAL TRANSFERS AND OTHER LIENS.

     Subject to Section 3.04 below, the Debtor shall not:

          (a) Assign (by operation of law or otherwise) or otherwise dispose of
     any of the Collateral or any interest therein; or

          (b) Create or suffer to exist any lien, security interest or other
     charge or encumbrance upon or with respect to any of the Collateral to
     secure debt of any person or entity, except (i) for the security interest
     created by this Note Agreement and (ii) with respect to Collateral other
     than the Receivables, any security interest set forth on the schedule
     describing the other Collateral provided pursuant to Section 3.01(b) to the
     Trustee upon disbursement of funds from the Concentration Account in
     connection with the acquisition of the other Collateral.

     SECTION 3.04. SALE OF COLLATERAL.

          (a) Collateral may be sold, transferred or otherwise disposed of by
     the Debtor free from the lien of this Note Agreement and any applicable
     supplemental note agreement at any time, provided that the Trustee has
     received from the Debtor a written statement of the gross proceeds to be
     derived from the sale and the Person to which the Collateral is to be sold
     or transferred and certifying to the Trustee substantially in the form of
     Exhibit B:

               (i) the disposition price is equal to or in excess of the amount
          disbursed from the Concentration Account to acquire the Collateral
          (less any principal amounts received by the Trustee with respect to
          such Collateral); or

               (ii) the disposition price is lower than the amount disbursed
          from the Concentration Account to acquire the Collateral (less any
          principal amounts received by the Trustee with respect to such
          Collateral), and (A) the Revenues expected to be received from the
          remaining Collateral (after giving effect to such disposition) would
          be at least equal to the Revenues required to timely pay the principal
          and interest on the Outstanding Notes, or (B) the Debtor shall remain
          able to pay debt service on the Notes and make payment on any other
          Obligations on a timely basis (after giving effect to such sale,
          transfer or other disposition) whereas it would not have been able to
          do so on a timely basis if it had not sold, transferred or disposed of
          the Collateral at such discounted amount, or (C) the sum of the
          amounts on deposit in the Accounts (less moneys in any Account which
          the Debtor, Servicer, or Administrator is then entitled to receive but
          which has not yet been removed from the Account) plus the Net
          Collectible Amount of the Receivables and the fair market value of
          other Collateral will be at least equal to one hundred percent (100%)

                                       17
<PAGE>
          of the aggregate principal amount of the then Outstanding Obligations
          plus accrued interest after giving effect to such sale, transfer or
          other disposition.

          (b) The Trustee, following receipt of the foregoing and such other
     certificates as may be required by this Note Agreement or any applicable
     supplemental note agreement, shall release such Collateral from the lien of
     this Note Agreement upon the receipt of the gross proceeds set forth on a
     certification substantially in the form of Exhibit B and deliver all
     documents evidencing the Debtor's ownership of the collateral as directed
     in writing by the Debtor at the expense of the Debtor.

          (c) Gross proceeds to be received upon any disposition of Collateral
     may consist of cash, Permitted Investments, and/or Eligible Receivables.
     The Trustee shall deposit all of such gross proceeds into the Concentration
     Account.

     SECTION 3.05. RESPONSIBILITIES OF DEBTOR.

          (a) If any other Collateral (or the Debtor's ownership interest
     therein) shall be evidenced by a promissory note, other instrument or
     chattel paper, the Debtor shall promptly deliver possession thereof to the
     Trustee duly endorsed and accompanied by the duly executed instruments of
     transfer or assignment. The Debtor shall promptly deliver possession to the
     Trustee of such other original documents relating to the Collateral,
     possession of which are necessary to perfect the security interest of the
     Trustee in the Collateral under this Note Agreement.

          (b) With respect to the acquisition of Assets, as a condition
     precedent to the disbursement of funds pursuant to Section 5.11(a)(ii)(E),
     the Debtor shall deliver at Debtor's expense an opinion of counsel
     reasonably acceptable to the Trustee to the effect that immediately
     following the acquisition of the Assets, the Trustee will have a perfected
     security interest therein, which security interest is subject to the
     provisions of this Note Agreement.

          (c) The Debtor shall keep its chief place of business and chief
     executive office and the office where it keeps its records concerning the
     Collateral at the Debtor's notice address set forth in Section 10.03 or,
     upon thirty (30) days prior written notice to the Trustee, at such other
     locations specified in a written notice to the Trustee. The Debtor will
     hold and preserve its records concerning such Collateral, and will permit
     representatives of the Trustee and the Noteholders upon reasonable prior
     notice during normal business hours to inspect and make abstracts from such
     records relating to the Collateral as well as any contract, other
     agreements, documents, instruments or chattel paper that relate to the
     Collateral.

          (d) The Debtor agrees to take or cause to be taken such actions and
     execute such documents (including, without limitation, the delivery of such
     legal opinions as may reasonably be requested by the Trustee in form and
     substance reasonably acceptable to the Trustee and the filing in the
     applicable public recording office of all necessary UCC-1 financing
     statements or chattel mortgage agreements, which may be made through
     blanket filings covering Collateral and after-acquired Collateral pledged
     to the Trustee under this Note Agreement) naming the Debtor as debtor and

                                       18
<PAGE>
     the Trustee as secured party and any amendments to UCC-1 financing
     statements as are necessary to perfect and protect the Trustee's interests
     in the Collateral on behalf of the Noteholders and the proceeds thereof and
     all other items described in Section 3.01. The Trustee shall be responsible
     at the Debtor's expense to file all required continuation statements for
     the UCC-1 financing statements then on file against the Debtor with respect
     to the Collateral.

          (e) With respect to Receivables pledged to the Trustee from time to
     time, the Debtor shall be responsible at the Debtor's expense to file all
     required continuation statements for the UCC-1 financing statements then on
     file listing Medical Capital Management, Inc. as the creditor and the
     Health Care Provider or other seller of the Receivable to Medical Capital
     Management, Inc. as the debtor.

          (f) The Debtor authorizes the filing by the Trustee of any and all
     UCC-1 financing statements with respect to the Collateral or amendments,
     continuation statements, or termination statements for any related UCC-1
     financing statement as may be necessary to perfect the security interest of
     the Trustee in the Collateral under the applicable UCC. In the event that
     the Debtor fails to file UCC-1 financing statements or continuation
     statements as required pursuant to Sections 3.05(d) or (e), the Trustee
     shall file such statements pursuant to Section 3.05(d) (and may file such
     statements pursuant to Section 3.05(e)) promptly after actual knowledge of
     such failure is obtained by any officer within the Corporate Trust
     Department of the Trustee.

          (g) The Debtor will provide to the Trustee a schedule in an electronic
     form readable by the Trustee listing all of the (i) Collateral then pledged
     to the Trustee and each of the related UCC-1 financing statements showing
     the Trustee as secured party, the location where each was filed, filing
     number assigned by the applicable public recording agency, date of filing,
     and the Debtor's name appearing as debtor thereon and (ii) the UCC-1
     financing statement filed with respect to each of the Receivables then
     pledged to the Trustee showing the Debtor as secured party, the location
     where it was filed, filing number assigned by the applicable public
     recording agency, date of filing, and the debtor's name appearing thereon.
     The schedule shall be provided to the Trustee within 15 days after the end
     of each calendar quarter. The Trustee shall hold such schedule in its files
     and shall have no obligation to review, examine, inspect, or otherwise
     determine the accuracy of the information set forth therein.

     SECTION 3.06. CONTINUING SECURITY INTEREST.

     This Agreement shall create a continuing security interest in the
Collateral and shall (a) remain in full force and effect until payment in full
of all Notes, (b) be binding upon the Debtor, its successors and assigns, and
(c) inure to the benefit of the Trustee, the Noteholders, and any participant
and their respective successors, transferees, and assigns.

     SECTION 3.07. FURTHER ASSURANCES.

          (a) The Debtor agrees from time to time, at Debtor's expense, to
     promptly execute and deliver all further instruments and documents
     (including, without limitation, legal opinions in form and substance

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<PAGE>
     reasonably acceptable to the Trustee), and take all further action, that
     may be necessary or desirable, or that the Trustee may reasonably request,
     in order to perfect and protect any security interest granted or purported
     to be granted hereby or to enable the Trustee to exercise and enforce its
     rights and remedies hereunder with respect to any Collateral. Debtor shall
     from time to time at Trustee's request provide promptly to it a current,
     accurate and complete list of all Health Care Providers (and their
     respective addresses) from whom Debtor has acquired any Receivables.
     Insofar as any property and/or documents which may be Collateral hereunder,
     the Debtor will sign and deliver to the Trustee on demand such forms of
     financing statements as may be required by the Trustee, will pay any
     related filing fees, and will file, or cause to be filed, such financing
     statements in the applicable jurisdictions. The Trustee's rights as
     specified herein or therein shall be in furtherance of and/or in addition
     to, but not in limitation of, the Trustee's rights under any applicable
     law.

          (b) The Debtor hereby authorizes the Trustee in connection with the
     lapse or imminent lapse of any previously filed financing statement to file
     one or more financing or continuation statements, and amendments thereto
     relative to all or part of the then Collateral (including, without
     limitation, the financing or continuation statements referred to in Section
     3.05(e)) without the signature of the Debtor where permitted by law. The
     Debtor agrees to reimburse the Trustee for the expense of any such filings,
     including its legal fees and expenses incurred in connection herewith.

          (c) The Debtor will furnish to the Trustee and the Noteholders, from
     time to time, statements and schedules further identifying and describing
     the Collateral and such other reports in connection with the Collateral as
     the Trustee or the Noteholders may reasonably request, all in reasonable
     detail.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

     SECTION 4.01. REPRESENTATIONS AND WARRANTIES. The Debtor represents and
warrants as follows:

          (a) The Debtor owns the Collateral free and clear of any lien,
     security interest, charge or encumbrance, except (i) for the security
     interest created by this Note Agreement and any financing statement filed
     in favor of the Trustee in connection herewith and (ii) with respect to
     Collateral other than Receivables, any security interest set forth on the
     schedule describing such other Collateral provided pursuant to Section
     3.01(b) to the Trustee upon disbursement of funds from the Concentration
     Account in connection with the acquisition of such other Collateral. No
     effective financing statement or other instrument similar in effect
     covering all or any part of the Collateral is on file in any recording
     office, except (i) such as may have been filed in favor of the Trustee
     relating to this Note Agreement and (ii) with respect to Assets, such as
     may have been filed in connection with any security interest set forth on
     the schedule describing such other Collateral provided pursuant to Section
     3.01(b) to the Trustee upon disbursement of funds from the Concentration
     Account in connection with the acquisition of such other Collateral.

                                       20
<PAGE>
          (b) This Note Agreement creates a valid security interest in favor of
     the Trustee in the Collateral, securing the payment of the Obligations, and
     all filings have been made that are necessary in any jurisdiction to
     perfect in favor of the Trustee for the benefit of the Noteholders (i) a
     first priority security interest in the Receivables and (ii) with respect
     to other Collateral a first or junior priority security interest as set
     forth on the schedule describing the other Collateral provided pursuant to
     Section 3.01(b) to the Trustee upon disbursement of funds from the
     Concentration Account in connection with the acquisition of the other
     Collateral.

          (c) Except as contemplated by this Note Agreement, no authorization,
     approval or other actions by, and no notice to or filing with, any
     governmental authority or regulatory body is required by either (i) for the
     grant by the Debtor of the security interest granted hereunder or for the
     execution, delivery or performance of this Note Agreement by the Debtor or
     (ii) for the perfection of or the exercise by the Trustee of its rights and
     remedies hereunder.

          (d) All of the Receivables are "accounts" with the meaning of Article
     9 of the Uniform Commercial Code.

     SECTION 4.02. REPLACEMENT OF DEFECTIVE COLLATERAL.

          (a) Upon discovery by the Debtor, or upon actual knowledge of the
     Trustee, of a breach of any of the such representations and warranties in
     Section 4.01 which materially and adversely affects the value of the
     Collateral or the interest of the Noteholders, or which materially and
     adversely affects the interests of the Noteholders in the related item of
     Collateral as determined by the Administrator in the reasonable exercise of
     its discretion, the party discovering such breach shall give prompt written
     notice to the other. The Debtor shall within ninety (90) days of the
     earlier of its discovery or its receipt of notice of any breach of a
     representation or warranty, promptly cure such breach in all material
     respects or (i) if the defective item of Collateral is a Receivable,
     replace the defective item of Collateral with Eligible Receivables as to
     which the Debtor is entitled to receive in the aggregate at least as much
     from the related Approved Payor as under the defective Receivable or (ii)
     if the defective item of Collateral is not a Receivable, replace it with
     Collateral of substantially equivalent fair market value as determined by
     the Administrator, or (iii) prepay principal on Outstanding Notes pursuant
     to Section 2.05 in an amount at least equal to the funds disbursed from the
     Concentration Account to purchase the defective item of Collateral.

          (b) It is understood and agreed that the obligations of the Debtor set
     forth in this Section 4.02 to cure or substitute a defective item of
     Collateral or prepay Notes constitute the sole remedies of the Trustee and
     the Noteholders hereunder respecting a breach of the representations and
     warranties contained in Section 4.01. Any cause of action against the

                                       21
<PAGE>
     Debtor relating to or arising out of a material defect in a document
     relating to Collateral or arising out of a breach of any representations
     and warranties made in Section 4.01 shall accrue as to any item of
     Collateral upon (i) discovery of such defect or breach by any party and
     notice thereof to the Debtor, (ii) failure by the Debtor to cure such
     defect or breach or replace such defective collateral or prepay Notes as
     provided in this Section 4.02, and (iii) demand upon the Debtor by the
     Trustee or a majority of the Noteholders of the aggregate principal amount
     of then Outstanding Notes to take the actions described in Section
     4.02(b)(ii).

          (c) Neither the Debtor nor the Trustee shall have any duty to conduct
     any affirmative investigation as to the occurrence of any condition
     requiring the prepayment of Notes or replacement of any defective item of
     Collateral pursuant to this Section or the eligibility of any item of
     Collateral for purposes of this Note Agreement.

          (d) In connection with a prepayment of Notes or replacement of a
     defective item of Collateral pursuant to this Section 4.02, the Debtor
     shall amend and deliver to the Trustee the applicable schedule of
     Collateral provided to the Trustee and an executed Certificate of
     Replacement Collateral substantially in the form of Exhibit A-3 hereto to
     reflect (i) the removal of the applicable item of defective Collateral from
     the terms of this Note Agreement and (ii) if applicable, the replacement of
     the defective item of Collateral. Upon the Debtor's compliance with the
     terms of this Section 4.02, the Trustee shall cause the lien of this Note
     Agreement and any applicable supplemental note agreement to be released
     with respect to the item of defective collateral and promptly return to the
     Debtor all documents evidencing the item of defective Collateral.

                                   ARTICLE V

                  TRUSTEE; COMMUNICATIONS AND REPORTS; ACCOUNTS

     SECTION 5.01. CERTAIN DUTIES OF TRUSTEE. In addition to the other duties
set forth in this Note Agreement, the Trustee as trustee for the Noteholders
shall:

          (a) NOTES. Record the transfer or exchange of Notes as provided in
     Article II hereof;

          (b) RELEASE. The Trustee shall upon written request from the Debtor in
     the form of Exhibit B hereto and subject to the provisions of this Note
     Agreement, take all actions reasonably necessary to effect the release of
     any Collateral from the lien of this Note Agreement or any supplemental
     note agreement to the extent the terms hereof permit the sale, disposition
     or transfer of such Collateral.

          (c) POWER OF ATTORNEY. The Debtor hereby irrevocably appoints, and
     hereby does appoint, the Trustee both as trustee for the Noteholders and as
     the Debtor's Attorney-in-Fact with full authority in the place and stead of
     the Debtor and in the name of Debtor, the Trustee or otherwise, from time
     to time in the Trustee's discretion, effective upon the occurrence of an
     Event of Default, to take any action and to execute any instrument which
     the Trustee may deem necessary or advisable to enforce, collect and dispose
     of the Collateral and to enforce the Transaction Documents, including the
     authority to:

                                       22
<PAGE>
               (i) ask, demand, collect, sue for, recover, compound, receive and
          give acquaintance and receipts for money due and to become due under
          or in respect to any of the Collateral;

               (ii) receive, endorse, collect any drafts or other instruments,
          documents and chattel paper, in connection with clause (a) above or
          otherwise;

               (iii) file any claims or take any action or institute any
          proceedings which the Trustee may deem necessary or desirable for the
          collection of any of the Collateral or otherwise to enforce the right
          to the Trustee for the benefit of the Noteholders with respect to any
          of the Collateral; and

               (iv) notify the Servicer, any Health Care Provider and any
          Approved Payor of Debtor's collateral assignment and/or grant of a
          security interest in the Receivables to the Trustee for the benefit of
          the Noteholders and cause such Persons to remit payments directly to
          the Trustee and its designee.

The Debtor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section 5.01(c) is irrevocable and coupled with an
interest.

     SECTION 5.02. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING
INTERESTS. There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or the requirements of
federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section 5.02, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 5.02, it shall correct such ineligibility or resign
immediately in the manner and with the effect hereinafter specified in Section
5.03. Neither the Debtor nor any Person directly or indirectly controlling or
controlled by, or under common control with, the Debtor shall serve as Trustee.

     SECTION 5.03. REPLACEMENT OF TRUSTEE.

          (a) The Trustee may resign by so notifying the Debtor; provided,
     however, no such resignation shall be effective until a qualified successor
     Trustee has accepted its appointment pursuant to this Section 5.03. The
     Noteholders of a majority in aggregate Outstanding principal amount of the
     Notes may remove the Trustee by so notifying the Trustee and may appoint a
     successor Trustee. The Debtor shall remove the Trustee if:

               (i) the Trustee fails to comply with, or ceases to be eligible
          under, Section 5.02 hereof;

               (ii) the Trustee is adjudged bankrupt or insolvent;

               (iii) a receiver or public officer takes charge or control of the
          Trustee or its property or affairs; or

                                       23
<PAGE>
               (iv) the Trustee otherwise in the Debtor's reasonable judgment
          becomes incapable of acting.

          (b) If the Trustee resigns or is removed or if a vacancy exists in the
     office of Trustee for any reason, the Debtor shall promptly appoint, by
     resolution of its Board of Directors, a successor Trustee. Every successor
     Trustee appointed hereunder shall execute, acknowledge and deliver to the
     Debtor and to the retiring Trustee an instrument accepting such
     appointment, and thereupon the resignation or removal of the retiring
     Trustee shall become effective and such successor Trustee, without any
     further act, deed or conveyance, shall become vested with all the rights,
     powers, trusts and duties of the retiring Trustee; but, on the request of
     the Debtor or the successor Trustee, such retiring Trustee shall, upon
     payment of its charges (including all unpaid amounts due and owing),
     execute and deliver an instrument transferring to such successor Trustee
     all the rights, powers and trusts of the retiring Trustee and shall duly
     assign, transfer and deliver to such successor Trustee all property and
     money held by such retiring Trustee hereunder. Upon request of any such
     successor Trustee, the Debtor shall execute any and all instruments for
     more fully and certainly vesting in and confirming to such successor
     Trustee all such rights, powers and trusts. No successor Trustee shall
     accept its appointment unless at the time of such acceptance such successor
     Trustee shall be eligible under this Note Agreement.

          (c) If no successor Trustee has been appointed by the date specified
     or within a period of ninety (90) days from the receipt of the notice by
     the Debtor, whichever period is the longer, (i) the Trustee may appoint a
     temporary successor Trustee having the qualifications provided in Section
     5.02 hereof or (ii) the retiring Trustee, the Debtor or the Noteholders of
     a majority in aggregate Outstanding principal amount of the Notes may
     request a court of competent jurisdiction to appoint a Trustee having the
     qualifications provided in Section 5.02 hereof. In the event a temporary
     successor Trustee is appointed pursuant to (i) above, the Board may remove
     such temporary successor Trustee and appoint a successor thereto.

     SECTION 5.04. PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEBTOR. The Trustee
shall comply with TIA Section 311(a), excluding any creditor relationship listed
in TIA Section 311(b). A Trustee who has resigned or been removed shall be
subject to TIA Section 311(a) to the extent indicated therein. The Trustee
hereunder, or any successor Trustee, in its individual or other capacity, may
become the owner or pledgee of Notes and may otherwise deal with the Debtor,
with the same rights it would have if it were not the Trustee. The Trustee may
act as depository for, and permit any of its officers or directors to act as a
member of, or act in any other capacity in respect to, any committee formed to
protect the rights of the Noteholders or to effect or aid in any reorganization
growing out of the enforcement of the Notes or of this Note Agreement, whether
or not any such committee shall represent the Noteholders of more than sixty
percent (60%) of the collective aggregate principal amount of the Outstanding
Notes.

     SECTION 5.05. COMMUNICATION BY NOTEHOLDERS WITH OTHER NOTEHOLDERS.
Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Note Agreement or the Notes.
The Debtor, the Trustee, and anyone else shall have the protection of TIA
Section 312(c).

                                       24
<PAGE>
     SECTION 5.06. REPORTS BY TRUSTEE TO NOTEHOLDERS. Within thirty (30) days
after each twelve (12) month interval beginning with the date of this Note
Agreement, the Trustee shall mail to each Noteholder a brief report that
complies with TIA Section 313(a), if required by such Section 313(a). The
Trustee also shall comply with TIA Section 313(b). A copy of each report at the
time of its mailing to Noteholders shall be filed with the SEC and each
securities exchange on which the Notes are listed. The Debtor agrees to promptly
notify the Trustee whenever the Notes become listed on any securities exchange
and of any delisting thereof.

     SECTION 5.07. REPORTS BY DEBTOR. The Debtor will:

          (a) file with the Trustee, within fifteen (15) days after the Debtor
     is required to file the same with the Securities and Exchange Commission,
     copies of the annual reports and of the information, documents and other
     reports (or copies of such portions of any of the foregoing as the
     Securities Exchange Commission may from time to time by rules and
     regulations prescribe) which the Debtor may be required to file with the
     Securities and Exchange Commission pursuant to Section 13 or Section 15(d)
     of the Securities Exchange Act of 1934, as amended (the "Securities
     Exchange Act");

          (b) file with the Trustee and the Securities and Exchange Commission,
     in accordance with rules and regulations prescribed from time to time by
     the Securities Exchange Commission, such additional information, documents
     and reports with respect to compliance by the Debtor with the conditions
     and covenants of this Note Agreement as may be required from time to time
     by such rules and regulations; and

          (c) transmit by mail to the Noteholders, within thirty (30) days after
     the filing thereof with the Trustee, in the manner and to the extent
     provided in TIA Section 313(c), such summaries of any information,
     documents and reports required to be filed by the Debtor pursuant to
     clauses (a) and (b) of this Section 5.07 as may be required by rules and
     regulations prescribed from time to time by the Securities and Exchange
     Commission.

     SECTION 5.08. STATEMENT AS TO COMPLIANCE. The Debtor will deliver to the
Trustee, within one hundred twenty (120) days after the end of each fiscal year,
a written certificate, signed in the name of the Debtor by its Chairman of the
Board, a Vice Chairman, its President or a Vice President and one other such
officer of the Debtor, and delivered to the Trustee in which one of the two
officers signing such certificate is either the principal executive officer,
principal financial officer or principal accounting officer of the Debtor,
stating whether or not to the knowledge of the signers thereof the Debtor is in
compliance with all conditions and covenants under this Note Agreement,
including, without limitation, whether all additional information, documents and
reports required to be filed pursuant to Section 5.07 have been filed as
required by Section 5.07, (all without regard to any period of grace or
requirement of notice provided hereunder) and, in the event of any
noncompliance, specifying such noncompliance and the nature and status thereof
of which the signers may have knowledge.

                                       25
<PAGE>
     SECTION 5.09. PERFORMANCE BY THE TRUSTEE.

          (a) The Trustee hereby accepts the trusts imposed upon it by this Note
     Agreement, and agrees to perform said trusts, but only upon and subject to
     the following terms and conditions.

               (i) Except during the continuance of an Event of Default of which
          an officer in the Corporate Trust Department of Trustee has actual
          knowledge, the Trustee undertakes to perform such duties and only such
          duties as are specifically set forth in this Note Agreement and the
          Transaction Documents to which it is a party, and no implied covenants
          or obligations shall be read into this Note Agreement against the
          Trustee. The Trustee shall not be obligated to perform any of the
          obligations or duties of the Debtor thereunder or to take any action
          to collect or enforce any Receivable, Asset, Transaction Document or
          other claim for payment assigned hereunder, except as the Trustee may
          elect to undertake on behalf of the Noteholders upon full and adequate
          indemnification acceptable to the Trustee for any and all costs and
          liabilities that may result from such collection or enforcement.

               (ii) In the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Note Agreement; but in the case of any such certificates or
          opinions which by any provisions hereof are specifically required to
          be furnished to the Trustee, the Trustee shall be under a duty to
          examine the same to determine whether or not they conform as to form
          with the requirements of this Note Agreement and whether or not they
          contain the statements required under this Note Agreement.

               (iii) In case an Event of Default has occurred and is continuing,
          the Trustee, in exercising the rights and powers vested in it by this
          Note Agreement, shall use the same degree of care and skill in their
          exercise as a prudent person would exercise or use under the
          circumstances in the conduct of his or her own affairs.

          (b) If the Debtor fails to perform any agreement contained herein, the
     Trustee may itself perform, or cause performance of, such agreement, and
     the expenses of the Trustee incurred in connection therewith shall be
     payable by the Debtor under Section 5.10.

          (c) The Trustee shall pay the interest on the Notes(s) when due and
     payable and in accordance with Section 2.01(f) the principal on the Notes
     when they mature from the cash available in the Note Payment Account. The
     Trustee has no duty or obligation to pay the Notes from its own funds,
     assets or corporate capital or to make inquiry regarding, or investigate
     the use of ,amounts disbursed from the Note Payment Account pursuant to
     Section 5.11(c)(iv).

                                       26
<PAGE>
          (d) Except for the safe custody of any Collateral in its possession
     and the accounting for moneys actually received by it hereunder, if it is
     reasonably determined by the Trustee that it may incur costs, damages or
     liability for which it has no adequate source of payment or indemnity, the
     Trustee shall have no duty as to the Notes or any Collateral or as to the
     taking of any necessary steps to preserve or exercise rights against any
     Persons or any other right pertaining to any Collateral.

     SECTION 5.10. INDEMNITY AND EXPENSES.

          (a) The Debtor agrees to indemnify each of the Trustee and the
     Noteholders from and against any and all claims, losses and liabilities
     growing out of or resulting from this Note Agreement or any other security
     held by the Trustee with respect to the Notes, except claims, losses or
     liabilities resulting from such indemnified party's negligence or willful
     misconduct.

          (b) The Debtor will pay upon demand to the Trustee the amount of any
     and all reasonable expenses, including the reasonable fees and
     disbursements of its counsel and of any experts and agents, which the
     Trustee may incur, acting in good faith, in connection with (i) the
     custody, collection from, or other realization upon, any of the Collateral
     upon the occurrence of an Event of Default, (ii) the exercise of or
     enforcement of any of the rights of the Trustee hereunder, or (iii) the
     failure by the Debtor to perform or observe any of the material provisions
     hereof.

          (c) The Debtor's payment obligations pursuant to this Section 5.10
     shall survive the discharge of this Note Agreement. When the Trustee incurs
     expenses after the occurrence of an Event of Default specified in Section
     7.01(g) or (h), the expenses are intended to constitute expenses of
     administration under Title 11, United States Code, or any similar Federal
     or state law for the relief of debtors.

     SECTION 5.11. ACCOUNTS; PAYMENTS ON NOTES. The Trustee as trustee for the
Noteholders shall establish, maintain and administer each of the Accounts as
follows:

          (a) CONCENTRATION ACCOUNT.

               (i) DEPOSITS: The Trustee shall deposit into the Concentration
          Account:

                    (A) Pursuant to Section 2.01(g), the proceeds from the
               issuance of Notes;

                    (B) The gross proceeds received pursuant to Section 3.04;

                    (C) All amounts wired to the Trustee pursuant to Section
               5.11(b), amounts remitted by the Debtor pursuant to Section
               5.11(d), all proceeds derived from the Collateral and all other
               amounts to be deposited therein upon receipt of a direction in
               writing from the Debtor;

                                       27
<PAGE>
               (ii) WITHDRAWALS. To the extent funds are available in the
          Concentration Account, the Trustee shall withdraw from the
          Concentration Account and pay, remit, or transfer as and when
          instructed by the Debtor in writing (except as to amounts under
          clauses (A) and (C) below) or otherwise as directed by an order of a
          court of competent jurisdiction the following amounts in the following
          order of priority (any funds not so transferred or paid are to remain
          in the Concentration Account until subsequently applied pursuant to
          this Section 5.11(a)(ii)):

                    (A) To pay to the Trustee, the amount of its fee due and
               payable for performing services under this Note Agreement and any
               supplemental note agreements and expenses incurred in connection
               therewith relating to the Notes (Series I);

                    (B) Any amounts specifically identified by the Debtor or the
               Servicer in writing (I) deposited in the Concentration Account by
               the Debtor, or transferred to the Trustee from a Lock Box
               Account, in error, (II) deposited in the Concentration Account
               with respect to property that does not constitute Collateral,
               Permitted Investments, proceeds from the issuance of the Notes or
               proceeds thereof, or (III) deposited in the Concentration Account
               with respect to Assets that are pledged to secure Senior
               Indebtedness to the extent that such monies are required by the
               terms of the Senior Indebtedness to be held in a separate trust;

                    (C) To transfer to the Note Payment Account, the amounts
               specified in Section 5.11(c)(i);

                    (D) Following each deposit pursuant to Section 5.11(a)(i)(A)
               or each exchange of a Note pursuant to Section 2.01(f), to pay,
               as directed by the Debtor in writing, to the applicable
               Broker/Dealer or other selling agent any related sales expenses
               and commissions or to the Debtor to reimburse the Debtor for its
               payment of such sales expenses and commissions;

                    (E) As directed in writing by the Debtor from time to time,
               amounts for the purchase of Eligible Receivables, Assets, or
               both, provided that the Trustee has received a duly authorized
               and executed certification substantially in the form of Exhibits
               A-1 or A-2, as applicable, to this Note Agreement;

                    (F) As certified in writing by the Debtor to the Trustee
               from time to time, the fee then payable to Administrator for
               services performed under the Administration Agreement and the fee
               payable to the Servicer for services performed under the
               Servicing Agreement;

                    (G) To pay to the Debtor, the amount of the reserve account
               balance of a Health Care Provider that the Debtor certifies to

                                       28
<PAGE>
               the Trustee in writing that the Debtor is required to return
               pursuant to the related Purchase Documents;

                    (H) To pay amounts to the Debtor pursuant to Section
               5.11(h);

                    (I) Invest the remaining amounts promptly in Permitted
               Investments as provided in Section 5.11(e); and

                    (J) Withdraw and pay to the Debtor all of the remaining
               amounts upon termination of this Note Agreement.

          (b) FUNDS FROM LOCK BOX ACCOUNTS. The Debtor shall cause each
     custodian or trustee of a Lock Box Account to sweep the funds in each Lock
     Box Account and wire such funds to the Trustee on each Business Day on
     which such custodian or trustee and the Trustee is open for business.

          (c) NOTE PAYMENT ACCOUNT. The Trustee shall:

               (i) No later than three Business Days prior to an Interest
          Payment Date or Maturity Date, the Trustee shall calculate all amounts
          then due in accordance with Section 5.11(d)(ii) and withdraw from the
          Concentration Account such amounts that, when added to the amounts
          then on deposit in the Note Payment Account, are sufficient to pay
          principal and interest pursuant to Section 5.11(c)(iv) on the next
          following Interest Payment Date or Maturity Date, as applicable, and
          deposit all such amounts withdrawn pursuant to this clause (i)
          immediately into the Note Payment Account, provided, however, that the
          Trustee may, but is not obligated to, make calculations of accrued
          interest due on the next following Interest Payment Date and withdraw
          related amounts from the Concentration Account and deposit them into
          the Note Payment Account more frequently during the calendar month
          preceding the Interest Payment Date (except that no portion of a
          principal payment on a Maturity Date may be withdrawn pursuant to this
          clause (i) before three Business Days in advance of the Maturity
          Date);

               (ii) Deposit amounts received pursuant to Section 5.11(d)(ii);

               (iii) Deposit amounts received pursuant to Section 2.05(f);

               (iv) From amounts then on deposit in the Note Payment Account,
          withdraw amounts first to pay to the Noteholders of Outstanding Notes
          on each Interest Payment Date the interest then due and payable on the
          Notes and second, subject to Section 2.01(f), to pay to the
          Noteholders of Outstanding Notes on their Maturity Date or other date
          set for redemption of Outstanding Notes all principal then due and
          payable pursuant to the terms of such Notes, this Note Agreement, and
          any applicable supplemental note agreement;

               (v) Invest the remaining in the Note Payment Account promptly in
          Permitted Investments as provided in Section 5.11(e); and

                                       29
<PAGE>
               (vi) Withdraw and pay to the Debtor all remaining amounts upon
          termination of this Note Agreement.

          (d) DEBTOR TO REMIT FUNDS; SCHEDULE OF PAYMENTS.

               (i) All Revenues received by the Debtor, if any, in respect of
          the Collateral shall be immediately remitted to the Trustee for
          deposit into the Concentration Account, which Revenues shall at all
          times be segregated from other funds of the Debtor.

               (ii) At the written request of the Trustee, interest and
          principal that is due and payable on any Note shall be deposited by
          the Debtor into the Note Payment Account to the extent the Trustee
          determines (after taking into consideration the withdrawals, if any,
          to be made pursuant to Section 5.11(c)(i) and the deposits, if any,
          made pursuant to Section 5.11(c)(iii)) that amounts on deposit in the
          Note Payment Account on the date the payment of interest or principal,
          or both, is due and payable will not be sufficient to make such
          payment in full. Such deposit into the Note Payment Account shall be
          made by the Debtor no later than one Business Day prior to the date
          such payment is due and payable. The Trustee shall provide written
          notice to the Debtor no later than three (3) Business Days prior to
          the date that the payment of interest or principal, or both, is due
          and payable stating the amount then on deposit in the Note Payment
          Account and the amount of any such insufficiency. In the absence of
          any manifest error in such statement or objection by the Debtor no
          later than one Business Day prior to the due date of such payment, the
          Trustee's calculations shall be deemed final and conclusive.

          (e) INVESTMENT OF FUNDS HELD BY TRUSTEE.

               (i) The Trustee shall invest money held for the credit of any
          Account or subaccount held by the Trustee hereunder as directed in
          writing (or oral direction confirmed in writing) by the Debtor, to the
          fullest extent practicable and reasonable, in Permitted Investments.
          Such direction by the Debtor shall not conflict with the obligation of
          the Trustee to make timely payments pursuant to Section 5.11(c)(iv).
          In the absence of any such direction and to the extent practicable,
          the Trustee shall invest amounts held hereunder in those Permitted
          Investments described in clause (i) of the definition of the Permitted
          Investments. All income and earning on such investments shall be held
          in the Account to which the Permitted Investment is related and
          withdrawn pursuant to the applicable provisions of Section 5.11. The
          Trustee and the Debtor hereby agree that unless an Event of Default
          shall have occurred hereunder, the Debtor shall be entitled to, and
          shall, provide written direction or oral direction confirmed in
          writing to the Trustee with respect to any discretionary acts required
          or permitted of the Trustee under any Permitted Investment and the
          Trustee shall not take such discretionary acts without such written
          direction.

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<PAGE>
               (ii) The Permitted Investments held by the Trustee shall be
          deemed at all times to be part of the related Account or subaccounts
          or combination thereof, and the Trustee shall inform the Debtor of the
          details of all such investments. Upon direction in writing from the
          Debtor, the Trustee shall use reasonable efforts to sell at the best
          price obtainable, or present for redemption, any Permitted Investment
          whenever it shall be necessary to provide money to meet any payment
          from the applicable Account. The Trustee shall advise the Debtor in
          writing, on or before the tenth (10th) day of each calendar month (or
          (A) if such day is not a Business Day, on the next following Business
          Day or (B) such later date as reasonably consented to by the Debtor)
          of all investments held for the credit of each Account in its custody
          under the provisions of this Note Agreement as of the end of the
          preceding month and the market value thereof in accordance with the
          Trustee's customary bank statements.

               (iii) Money in any Account may be pooled for the purpose of
          making investments. Notwithstanding the foregoing, the Trustee shall
          not be responsible or liable for any losses on investments made by it
          hereunder or for keeping all Accounts held by it fully invested at all
          times, its only responsibility being to comply with the investment
          instructions of the Debtor.

          (f) PAYMENT OF INTEREST AND PRINCIPAL. Pursuant to Section
     5.11(c)(iv), the Trustee shall pay interest and principal due on the Notes
     from the funds on deposit in the Note Payment Account. Such payments shall
     be made on the date due to the registered Noteholder on the applicable
     Record Date. Each payment of interest and principal on any Note shall be
     paid in immediately available funds to each Noteholder's address located
     inside the United States as provided to the Trustee in writing. Each
     registered Noteholder shall be responsible for the proper calculation and
     payment of principal and interest to the holders of beneficial interests in
     the related Note and the Trustee shall have no responsibility therefor.

          (g) PAYMENTS TO BENEFICIAL OWNERS. Each payment with respect to a Note
     shall be paid to the Broker/Dealer, as the Noteholder thereof. Each
     Noteholder shall be responsible for remitting payments made by the Trustee
     with respect to the Note to the holders of beneficial interests in the Note
     that it represents or to each brokerage firm for which it acts as agent
     with respect to the Note in accordance with its normal procedures. Each
     such brokerage firm shall be responsible for disbursing funds to the
     holders of beneficial interests in the Note that it represents in
     accordance with its normal procedures. None of the Trustee, the Debtor, the
     Administrator or the Servicer shall have any responsibility therefor except
     as otherwise provided by this Note Agreement.

          (h) EXCESS FUNDS. As directed in writing by the Debtor, the Trustee
     shall distribute a portion of the monies on deposit in the Concentration
     Account to the Debtor free of the lien of this Note Agreement, provided
     that no distribution under this paragraph shall be made to the Debtor
     unless the Debtor certifies to the Trustee before the distribution that
     immediately after taking into account any such distribution, the sum of (i)
     the amounts on deposit in the Concentration Account (less moneys in the
     Concentration Account which the Debtor, Servicer, or Administrator is then

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<PAGE>
     entitled to receive but which have not yet been removed from the
     Concentration Account) and (ii) the then Net Collectible Amount of the
     Receivables and the fair market value of other Collateral is will be,
     immediately after such transfer, at least equal to one hundred percent
     (100%) of the aggregate principal amount of the then Outstanding
     Obligations plus accrued interest. For purposes of this Section 5.11(h),
     the fair market value of the Collateral other than the Receivables shall be
     certified in writing to the Trustee by the Debtor and determined in a
     manner reasonably acceptable to the Trustee at the expense of the Debtor.

          (i) RIGHTS TO PAYMENTS. The rights of the Noteholders to receive
     payments in respect of their Notes, and all rights and interests of the
     Noteholders in and to such payments, shall be as set forth in this Note
     Agreement. Neither the Noteholders of any class of Notes nor any party
     hereto shall in any way be responsible or liable to the Noteholders of any
     other class of Notes in respect of amounts properly previously distributed
     on the Notes.

          (j) Any amounts which the Debtor requests the Trustee to wire pursuant
     to this Note Agreement shall be wired by the Trustee as directed by the
     Debtor on the day the executed certification or other request in form and
     substance as required by this Note Agreement is received by the Trustee if
     such certification or request is received before 11:00 a.m. Mountain Time,
     and if not so received, on the next following Business Day.

                                   ARTICLE VI

                                   SENIOR DEBT

     SECTION 6.01. SENIOR INDEBTEDNESS.

          (a) Nothing in this Note Agreement shall restrict the right of the
     Debtor to issue Senior Indebtedness or any other indebtedness on terms
     deemed acceptable by the Debtor in its sole discretion, provided that (i)
     the terms of this Note Agreement and any supplemental note agreement may
     only be amended or modified pursuant to Article IX and (ii) the priority of
     the lien held by the Trustee in any monies or property to be pledged to
     secure the Senior Indebtedness shall not be modified, changed or
     subordinated except pursuant to Section 9.03.

          (b) "Senior Indebtedness" is indebtedness of the Debtor in which the
     instrument creating or evidencing the indebtedness or the assumption or
     guarantee thereof expressly provides that such indebtedness shall be senior
     in right of payment to the Notes or indebtedness which is senior by law in
     right of payment to the Notes, including, without limitation, all
     deferrals, renewals, extensions or refundings of, or amendments,
     modifications or supplements to, the foregoing. The term "Senior
     Indebtedness" shall not include (i) indebtedness evidenced by the Notes,
     (ii) indebtedness of the Debtor to any subsidiary parent or affiliate of
     the Debtor, a majority of the voting stock of which is owned, directly or
     indirectly, by the same Persons, (iii) accounts payable or other
     indebtedness to trade creditors created or assumed by the Debtor in the
     ordinary course of business unless required by law to be senior in right of

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<PAGE>
     payment to the Notes, and (iv) any particular indebtedness in which the
     instrument creating or evidencing the same or the assumption or guarantee
     thereof expressly provides that such indebtedness shall not be senior in
     right of payment to, or is pari passu with, or is subordinated or junior
     to, the Notes.

     SECTION 6.02. NOTEHOLDERS' RIGHTS NOT IMPAIRED. Subject to the right of any
Senior Indebtedness to be repaid from the income, assets, and properties of the
Debtor to the extent not pledged to the Trustee hereunder, nothing contained in
this Article VI or elsewhere in this Note Agreement or in the Notes is intended
to or shall impair, as between the Debtor, its creditors and the Noteholders,
the obligation of the Debtor to pay to the Noteholders the amounts due to them
hereunder as and when the same shall become due and payable in accordance with
the terms of this Note Agreement, nor shall anything herein prevent the Trustee
or the Noteholder of any Note from exercising all remedies otherwise permitted
by applicable law upon default under this Note Agreement, subject to the rights,
if any, under this Article VI of the holders of Senior Indebtedness.

     SECTION 6.03. ACCEPTANCE BY NOTEHOLDERS. Each Noteholder by such
Noteholder's acceptance of Notes acknowledges and agrees that the foregoing
provisions are, and are intended to be, an inducement and a consideration to
each holder of any Senior Indebtedness, whether such Senior Indebtedness was
created, assumed or acquired before or after the issuance of the Notes, to
acquire and continue to hold, or to continue to hold, such Senior Indebtedness
and such holder of Senior Indebtedness shall be deemed conclusively to have
relied on such provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness, and no amendment or modification of the
provisions contained herein shall diminish the rights of such holder or holders
unless such holder or holders shall have agreed in writing thereto. Each Person
holding any Note whether upon original issue or upon transfer or assignment
thereof, accepts and agrees to be bound by such provisions of this Article VI.

                                  ARTICLE VII

                                     DEFAULT

     SECTION 7.01. EVENTS OF DEFAULT. With respect to the Notes (Series I) and
except as provided in Section 6.01, each of the following events and occurrences
shall constitute an "Event of Default" under this Note Agreement:

          (a) Debtor shall default in the payment or prepayment when due of any
     principal or interest on any Note (Series I), or Debtor shall fail to make
     any payment or deposit when required hereunder with respect to the Notes
     (Series I), and such default or failure shall continue unremedied for
     fifteen (15) days;

          (b) Subject to Section 4.02, any representation or warranty made by
     Debtor in any Transaction Document securing the Notes (Series I) shall have
     been incorrect in any material respect when made or confirmed, or any
     certificate or determination of Debtor furnished hereunder or in connection
     with the Notes (Series I) was false or misleading as of the date made in
     any material respect, and which within 30 days of notice by the Trustee
     fails to cure such inaccuracy;

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<PAGE>
          (c) Debtor materially breaches any other covenant or provision of this
     Note Agreement with respect to the Notes (Series I) and such breach
     continues unremedied for a period of 30 days after receipt of notice from a
     Noteholder or the Trustee;

          (d) Debtor materially breaches any of the terms, conditions or its
     obligations in the Servicing Agreement or the Administration Agreement with
     respect to the Notes (Series I) and such breach continues unremedied for a
     period of thirty (30) days after notice from the Servicer or the
     Administrator, as applicable;

          (e) Any judgment against the Debtor or any attachment, levy or
     execution against any material portion of its respective properties for
     which an amount in excess of twenty five percent (25%) of the Debtor's
     total assets shall remain unpaid, or shall not be discharged of record, or
     bonded, for a period of ninety (90) days or more after its entry, issue or
     levy, as the case may be;

          (f) The Debtor shall be unable, or generally fail to pay, or admit in
     writing its inability or unwillingness to pay its debts as they mature or
     become due;

          (g) The Debtor shall make any assignment for the benefit of creditors,
     or a trustee, receiver or liquidator shall be appointed for the Debtor or
     for any of their property, or the commencement of any case or proceedings
     by the Debtor under any bankruptcy, reorganization, arrangement of debt,
     insolvency, readjustment of debt, receivership, liquidation or dissolution
     law or statute or the commencement of any such case or proceedings without
     the consent of the Debtor and such proceeding shall continue undischarged
     for a period of ninety (90) days;

          (h) Debtor ceases to do business for any reason whatsoever or
     institutes any proceeding for its dissolution or termination;

          (i) A moratorium shall be agreed to or declared in respect of any
     indebtedness of Debtor, or any governmental authority or agency shall have
     seized, compulsorily purchased or appropriated all or a substantial part of
     the assets of Debtor; or

          (j) It becomes unlawful for Debtor to perform any material obligation
     hereunder or under other documents executed in connection herewith.

     SECTION 7.02. NOTEHOLDER'S DIRECTION UPON DEFAULT. If an Event of Default
shall occur and be continuing, (a) the Trustee may, in its sole discretion and
(b) subject to Section 7.02(c), the Trustee shall upon written request of
Noteholders of Outstanding Applicable Notes evidencing more than fifty percent
(50%) of the principal due on the Outstanding Applicable Notes, by notice to
Debtor declare all Applicable Notes together with accrued interest and any other
sum payable hereunder, to be immediately due and payable (and the same shall
thereupon become due and payable without presentment, demand, protest or notice
of any kind, other than are hereby expressly required by this Section 7.02, all
of which are hereby expressly waived by Debtor). Upon such acceleration, in
addition to the other remedies set forth in Section 7.03:

          (a) The Trustee may liquidate all funds in the Accounts related to the
     Applicable Notes (and all related funds that may thereafter be deposited in

                                       34
<PAGE>
     such Accounts) and the Permitted Investments related to the Applicable
     Notes. Upon such liquidation, the proceeds realized from any such
     liquidation shall be applied by the Trustee on the next Interest Payment
     Date on which the Applicable Notes are Outstanding in the following order
     of priority:

               (i) First, to the payment of all of Trustee's fees, costs and
          expenses incurred by it or incurred by acting on behalf of the
          Noteholders of the Applicable Notes in enforcing Its rights and
          remedies hereunder (including, without limitation, its attorneys' fees
          and expenses);

               (ii) Second, to the payment of Senior Indebtedness to the extent
          that such proceeds are required by an order of a court of competent
          jurisdiction court to be used to pay the Senior Indebtedness;

               (iii) Third, to the payment of any unpaid fee that is payable to
          (A) the bank acting as the custodian for the Lock Box Account with
          respect to the Applicable Notes and (B) the Servicer and Administrator
          for services performed under the Servicing Agreement and the
          Administration Agreement with respect to the Collateral for the
          Applicable Notes following its pledge to the Trustee hereunder;

               (iv) Fourth, to the payment of all of the costs and expenses of
          the Noteholders of the Applicable Notes incurred in enforcing their
          rights and remedies hereunder (including, without limitation, their
          attorneys' fees and expenses) or under the other related Transaction
          Documents;

               (v) Fifth, to the payment to the Noteholders of the Applicable
          Notes, pro rata, the amount then owing or unpaid under the Note for
          interest and then principal; and

               (vi) Sixth, to the extent available, to the payment to Debtor,
          its successors or assigns, or to whomever may be lawfully entitled to
          receive same any remaining proceeds of such liquidation.

          (b) The Trustee shall apply all payments received thereafter with
     respect to the Receivables or other Collateral securing the Applicable
     Notes in the order of priority set forth in Paragraph 7.02(a) above.

          (c) Upon providing to the Trustee adequate indemnity for costs,
     expenses and liability, the Trustee shall take any and all actions
     permitted by law to realize upon their security interest in the Collateral
     securing the Applicable Notes and otherwise exercise remedies and undertake
     all actions as may be desirable or necessary to recover all amounts due and
     owing Noteholders of the Applicable Notes;

          (d) The Trustee may, and upon the written instruction of Noteholders
     of Outstanding Applicable Notes evidencing more than fifty percent (50%) of
     the principal due on the Outstanding Applicable Notes shall, exercise all
     of the Debtor's rights, but not its obligations, under the terms of the

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<PAGE>
     Servicing Agreement, the Purchase Agreement and the other Transaction
     Documents with respect to the Applicable Notes; and

          (e) The Trustee may, and upon the written instruction of Noteholders
     of Outstanding Applicable Notes evidencing more than fifty percent (50%) of
     the principal due on the Outstanding Applicable Notes shall, waive the
     Event of Default, except failure to pay principal and interest when due,
     provided that no waiver of any Event of Default shall constitute a waiver
     of any other or any succeeding Event of Default or of the continuance of
     the Event of Default so waived except in accordance with the terms of the
     waiver.

     SECTION 7.03. REMEDIES.

          (a) Pursuant to the Debtor's collateral assignment of all of its
     interest in the Collateral to the Trustee, and pursuant to the Servicing
     Agreement, Debtor agrees that the Trustee may, upon occurrence of an Event
     of Default, collect, at the Debtor's expense, all amounts due or to become
     due under the Collateral securing the Applicable Notes. In connection with
     such collections, the Debtor agrees that the Trustee may take or direct
     such action as the Trustee may deem necessary or advisable to enforce
     collection or liquidation of such Collateral.

          (b) If an Event of Default occurs and is continuing, the Trustee may
     recover judgment in its own name and as trustee of an express trust against
     the Debtor for the whole amount owing with respect to the Applicable Notes
     and the amounts provided for in Section 5.10.

          (c) Upon the occurrence of any Event of Default, Trustee may, and
     shall upon the direction of the Noteholders as provided in Section 7.02
     above, exercise any of the rights provided for in this Note Agreement
     (including Section 7.02) or other Transaction Document with respect to the
     Applicable Notes, or at law or equity, including, without limitation, all
     the rights and remedies of a secured party under the UCC. The Trustee shall
     be obligated to act only upon receipt of full and adequate indemnification
     from Noteholders of the Applicable Notes for any and all costs and
     liabilities that may result from exercise of such remedies prior to
     undertaking any thereof.

          (d) At any time after a declaration of acceleration has been made
     pursuant to Section 7.02 and before a judgment or decree for payment of the
     money due has been obtained by the Trustee as provided herein, the
     Noteholders of Outstanding Applicable Notes evidencing more than fifty
     percent (50%) of the principal due on the Outstanding Applicable Notes, by
     written notice to the Debtor and the Trustee, may rescind and annul such
     declaration and its consequences if:

               (i) the Debtor has paid or deposited with the Trustee a sum
          sufficient to pay:

                    (A) all overdue installments of interest on such Applicable
               Notes,

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<PAGE>
                    (B) the principal of and premium, if any, on such Applicable
               Notes which have become due otherwise than by such declaration of
               acceleration and interest thereon at the respective rates borne
               by such Applicable Notes,

                    (C) to the extent that payment of such interest is lawful,
               interest upon overdue installments of interest at the respective
               rates borne by such Applicable Notes, and

                    (D) all sums paid or advanced by the Trustee hereunder and
               the reasonable compensation, expenses, disbursements and advances
               of the Trustee, its agents and counsel, in each case, with
               respect to such Applicable Notes; and

               (ii) all Events of Default, other than the nonpayment of the
          principal of such Applicable Notes which have become due solely by
          such acceleration, have been cured or waived as provided in this Note
          Agreement.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     SECTION 7.04. TRUSTEE MAY FILE PROOFS OF CLAIM.

          (a) In case of the pendency of any receivership, insolvency,
     liquidation, bankruptcy, reorganization, arrangement, adjustment,
     composition or other judicial proceeding relative to the Debtor or any
     other obligor upon the Notes or the property of the Debtor or of such other
     obligor or their creditors, the Trustee (irrespective of whether the
     principal of the Notes of any class or series shall then be due and payable
     as therein expressed or by declaration or otherwise and irrespective of
     whether the Trustee shall have made any demand on the Debtor for the
     payment of overdue principal, premium, if any, or interest) shall be
     entitled and empowered, by intervention in such proceeding or otherwise:

               (i) to file and prove a claim for the whole amount, or such
          lesser amount as may be provided for in the Applicable Notes, of
          principal and interest, if any, owing and unpaid in respect of the
          Applicable Notes and to file such other papers or documents as may be
          necessary or advisable in order to have the claims of the Trustee
          (including any claim for the reasonable compensation, expenses,
          disbursements and advances of the Trustee and its agents and counsel)
          and of the Noteholders allowed in such judicial proceeding; and

               (ii) to collect and receive any money or other property payable
          or deliverable on any such claims and to distribute the same; and any
          custodian, receiver, assignee, trustee, liquidator, sequestrator (or
          other similar official) in any such judicial proceeding is hereby
          authorized by each Noteholder to make such payments to the Trustee,
          and if the Trustee shall consent to the making of such payments
          directly to the Noteholder, to pay to the Trustee any amount due to it
          for the reasonable compensation, expenses, disbursements and advances

                                       37
<PAGE>
          of the Trustee and any predecessor Trustee, their agents and counsel,
          and any other amounts due the Trustee or any predecessor Trustee.

          (b) Nothing herein contained shall be deemed to authorize the Trustee
     to authorize or consent to or accept or adopt on behalf of any Noteholder
     any plan of reorganization, arrangement, adjustment or composition
     affecting the Applicable Notes or the rights of any Noteholder thereof, or
     to authorize the Trustee to vote in respect of the claim of any Noteholder
     of an Applicable Note in any such proceeding.

          (c) In any proceedings brought by the Trustee (and also any
     proceedings involving the interpretation of any provision of this Indenture
     to which the Trustee shall be a party), the Trustee shall be held to
     represent all the Noteholders of the Applicable Notes, and it shall not be
     necessary to make any Noteholder of the Applicable Notes parties to any
     such proceedings.

     SECTION 7.05. NOTICE OF DEFAULTS. Within ninety (90) days after the
occurrence of any default hereunder with respect to the Applicable Notes, the
Trustee shall transmit in the manner and to the extent provided in Section
313(c) of the TIA notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived. Such default shall be treated as
known to the Trustee only when actual knowledge of such default is obtained by
any officer within the Corporate Trust Department of the Trustee, including,
without limitation, any Vice President, Assistant Vice President, Secretary,
Assistant Secretary or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also, with respect to a particular matter, any other officer of the Trustee to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject. Except in the case of a default in the
payment of the principal of or interest with respect to any Applicable Note, or
in the payment of any sinking fund installment with respect to the Notes, the
Trustee shall be protected in withholding such notice if and so long as an
authorized officer of the Trustee in good faith determines that the withholding
of such notice is in the interest of the Noteholders. The second sentence of
this Section 7.05 shall be in lieu of the proviso to Section 315(b) of the TIA,
and such provision is hereby expressly excluded from this Note Agreement, as
permitted by the TIA. For the purpose of this Section 7.05, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to the Applicable Notes. The Trustee shall not
give notice of a default in the payment of the principal of or interest with
respect to any Applicable Note until at least sixty (60) days have passed since
its occurrence.

     SECTION 7.06. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES. All
rights of action and claims under this Note Agreement or the Applicable Notes
may be prosecuted and enforced by the Trustee without the possession of any of
the Applicable Notes or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Noteholders in respect of which such judgment has been
recovered.

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<PAGE>
     SECTION 7.07. LIMITATION ON SUITS.

          (a) No Holder of any Applicable Note shall have any right to institute
     any proceeding, judicial or otherwise, with respect to this Note Agreement,
     or for the appointment of a receiver or trustee, or for any other remedy
     hereunder, unless:

               (i) such Noteholder has previously given written notice to the
          Trustee of a continuing Event of Default with respect to Applicable
          Notes of the same series;

               (ii) the Noteholders of Outstanding Applicable Notes evidencing
          not less than twenty five percent (25%) of the principal due on the
          Outstanding Applicable Notes shall have made written request to the
          Trustee to institute proceedings in respect of such Event of Default
          in its own name as Trustee hereunder;

               (iii) such Noteholder or Noteholders have offered to the Trustee
          reasonable indemnity against the costs, expenses and liabilities to be
          incurred in compliance with such request;

               (iv) the Trustee for sixty (60) days after its receipt of such
          notice, request and offer of indemnity has failed to institute any
          such proceeding; and

               (v) no direction inconsistent with such written request has been
          given to the Trustee during such 60-day period by the Noteholders of
          Outstanding Applicable Notes evidencing more than fifty percent (50%)
          of the principal due on the Outstanding Applicable Notes;

          (b) One or more Noteholders shall not have any right in any manner
     whatever by virtue of, or by availing of, any provision of this Note
     Agreement to affect, disturb or prejudice the rights of any other
     Noteholders, or to obtain or to seek to obtain priority or preference over
     any other Noteholders or to enforce any right under this Note Agreement,
     except in the manner herein provided and for the equal and ratable benefit
     of all the Noteholders.

                                  ARTICLE VIII

                          TERMINATION OF NOTE AGREEMENT

     SECTION 8.01. DEPOSIT OF PAYMENT. When the Debtor has delivered to the
Trustee a statement that it does not intend to authorize any further series or
classes of Notes under this Note Agreement and all Outstanding Notes have become
due and payable and the Debtor deposits with the Trustee funds, as permitted by
the terms of this Note Agreement including all supplemental note agreements,
sufficient to pay at their stated maturity the principal and accrued and unpaid
interest of all Outstanding Notes, and the Debtor deposits with the Trustee or
pays, or adequate provision has been made for, all other sums payable under this
Note Agreement and all supplemental note agreements, then this Note Agreement
and all supplemental note agreements and the trusts created thereby shall,
subject to Section 5.10 above, cease to be of force and further effect and shall

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<PAGE>
terminate. The Trustee shall join in the execution of a document prepared by the
Debtor and reasonably acceptable to the Trustee acknowledging satisfaction and
discharge of this Note Agreement and all supplemental note agreements on request
of the Debtor.

     SECTION 8.02. APPLICATION OF FUNDS. The Trustee shall hold in trust for the
benefit of the Noteholders all amounts deposited pursuant to Section 8.01 (and
all investments of such amounts). The Trustee shall apply such deposited amounts
first in accordance with Section 5.11(a) and then 5.11(c) this Note Agreement.

     SECTION 8.03. REINSTATEMENT. If the Trustee is unable to apply any amounts
deposited in accordance with Section 8.01 by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Debtor's obligations under this Note
Agreement shall be revived and reinstated as though no deposit had occurred
pursuant to this Article VIII, until such time as the Trustee is permitted to
apply all such amounts in accordance with Section 8.02; provided, however, that
if the Debtor makes any payment of principal of or interest on any Note
following the reinstatement of its obligations, the Debtor shall be subrogated
to the rights of the Noteholders to receive such payment from the amounts held
by the Trustee after payment in full to the Notehholders.

     SECTION 8.04. UNCLAIMED FUNDS. The Trustee shall return to the Debtor any
money held by it for the payment of any amount with respect to the Notes that
remains unclaimed one year subsequent to the due date of such payment provided,
the Trustee before being required to make any such return, shall mail to each
such Noteholder notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than thirty (30) days from the date
of mailing, any unclaimed money then remaining will be returned to the Debtor.
After return to the Debtor, Noteholders entitled to the money must look to the
Debtor for payment as general creditors unless an applicable abandoned property
law designates another Person.

                                   ARTICLE IX

                   AMENDMENTS AND SUPPLEMENTAL NOTE AGREEMENTS

     SECTION 9.01. GENERAL. Subject to Sections 9.02 and 9.03 below, this Note
Agreement may be amended only by an instrument in writing signed by the Trustee
and the Debtor which may waive any provision of this Note Agreement. Upon the
execution of any amendment or supplemental note agreement under this Article IX,
this Note Agreement shall be modified in accordance therewith, and such
amendment or supplemental note agreement shall form a part of this Note
Agreement for all purposes; and every Note theretofore or thereafter issued
hereunder shall be bound thereby.

     SECTION 9.02. AMENDMENT WITHOUT CONSENT OF NOTEHOLDERS. The Debtor and the
Trustee may, without the consent of or notice to any of the Noteholders, enter
into or amend any note agreement(s) supplemental to this Note Agreement for any
one or more of the following purposes:

          (a) to cure any ambiguity or formal defect or omission in this Note
     Agreement;

                                       40
<PAGE>
          (b) to grant to or confer upon the Trustee for the benefit of the
     Noteholders any additional benefits, rights, remedies, powers or
     authorities that may lawfully be granted to or conferred upon the
     Noteholders or the Trustee;

          (c) to subject to this Note Agreement additional revenues, properties
     or collateral;

          (d) modify, amend or supplement this Note Agreement in such manner as
     to permit the qualification of this Note Agreement or any supplemental note
     agreement under the TIA or any similar federal statute hereafter in effect
     or to permit the qualification of the Notes for sale under the securities
     laws of the United States of America or of any of the states of the United
     States of America, and, if they so determine, to add to this Note Agreement
     or any indenture supplemental hereto such other terms, conditions and
     provisions as may be permitted by the TIA or similar federal statute;

          (e) to evidence the appointment of a separate or co-Trustee or a
     co-registrar or transfer agent or the succession of a new Trustee
     hereunder;

          (f) to provide for the issuance or redemption of Notes pursuant to
     this Note Agreement, including the creation of appropriate Accounts and
     subaccounts with respect to such Notes;

          (g) to amend this Note Agreement to allow for any Notes to be
     supported by a letter of credit or insurance policy or a liquidity
     agreement;

          (h) to make any other change which, in the judgment of the Trustee, is
     not to the material prejudice of the Noteholders;

          (i) to provide for the assumption of the Debtor's obligations to the
     Noteholders of the Notes in case of a merger or consolidation or sale of
     all or substantially all of the Debtor's assets;

          (j) to provide for the creation, terms and provisions of any series of
     Notes (other than Notes (Series I)) as provided in Article III ;

          provided, however, that nothing in this Article IX shall permit, or be
          construed as permitting, any modification of the trusts, powers,
          rights, duties, remedies, immunities and privileges of the Trustee
          without the prior written approval of the Trustee, which approval
          shall be evidenced by execution of a supplemental note agreement.

     SECTION 9.03. AMENDMENT WITH CONSENT OF NOTEHOLDERS. Exclusive of
amendments and supplemental note agreements covered by Section 9.02 and subject
to the terms and provisions contained in this Section 9.03, the Noteholders of
Outstanding Notes evidencing more than fifty percent (50%) of the principal due
on the Outstanding Notes shall have the right, from time to time, to consent to
and approve the execution by the Debtor and the Trustee of such other Note
Agreement supplemental hereto as shall be deemed necessary and desirable by the
Trustee for the purpose of modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions contained in this
Note Agreement or in any supplemental note agreement; provided, however, if such

                                       41
<PAGE>
modified, altered, amended, added or rescinded provision applies only to a
particular series of Notes, or the rights of the Noteholders of only a
particular series would be modified, the consent of the Noteholders of
Outstanding Notes evidencing more than fifty percent (50%) of the principal due
on the Outstanding Notes of only such series shall be required, and, provided
further, that nothing in this Article IX shall permit, or be construed as
permitting:

          (a) without the consent of all Noteholders affected thereby,

               (i) an extension of the maturity date of the principal of or a
          change in the interest rate on any Note other than in accordance with
          the terms of this Note Agreement;

               (ii) a reduction in the principal amount due on any Note or
          alteration of the manner or rate of accrual of interest thereon;

               (iii) a privilege or priority of any Note over any other Note;

               (iv) a reduction in the aggregate principal amount of the Notes
          required for consent to a supplemental note agreement or modification,
          alteration, amendment, addition to or rescission of this Note
          Agreement; or

               (v) the creation of any lien on the Collateral securing the Notes
          except as otherwise provided herein; or

               (vi) any modification of the trusts, powers, rights, obligations,
          duties, remedies, immunities and privileges of the Trustee without the
          prior written approval of the Trustee.

It shall not be necessary for the consent of the Noteholders under this Article
IX to approve the particular form of any proposed amendment or supplemental note
agreement, but it shall be sufficient if such consent approves the substance
thereof.

     SECTION 9.04. SENIOR INDEBTEDNESS. An amendment or supplemental note
agreement under this Article IX may not make any change that adversely affects
the rights under Article VI of any holder of Senior Indebtedness then
outstanding unless the requisite holders of such Senior Indebtedness consent to
such change pursuant to the terms of such Senior Indebtedness, as evidenced in
writing and delivered to the Trustee.

     SECTION 9.05. NOTICE TO NOTEHOLDERS. After an amendment or supplemental
note agreement under this Article IX becomes effective, the Trustee shall mail
to each Noteholder a notice briefly describing the amendment or supplemental
note agreement.

     SECTION 9.06. COMPLIANCE WITH TIA. Every supplemental note agreement
executed pursuant to this Article IX shall comply with the TIA as then in
effect, if then required to so comply.

                                       42
<PAGE>
     SECTION 9.07. RIGHTS OF NOTEHOLDERS NOT IMPAIRED. Notwithstanding any other
provision of this Note Agreement, but subject to Article VI, Section 7.02(e),
and Section 10.02 , the right of any Noteholder to receive payment of the
principal amount, Redemption Price or interest, if any, in respect of the Notes
held by such Noteholder, on or after the respective due dates expressed in the
Notes or any date of redemption, or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected adversely without the consent of each such Noteholder.

                                   ARTICLE X

                                  MISCELLANEOUS

     SECTION 10.01. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal law of the State of Colorado without
regard to applicable conflicts of law principles.

     SECTION 10.02. WAIVER. The Debtor hereby waives notice of acceptance of
this Note Agreement and also presentment, demand, protest and notice of dishonor
of any and all of its Obligations herein or in the Notes, or other Transaction
Documents, and promptness in commencing suit against any party hereto or liable
thereon, and in giving any notice to or of making any claim or demand hereunder
upon the Debtor. No failure on the part of Trustee to exercise, and no delay in
exercising, any right hereunder or with respect to the obligations shall operate
as a waiver thereof; nor shall any single or partial exercise of any rights
hereunder or with respect to the Obligations preclude any other right. No waiver
of any Event of Default shall constitute a waiver of any other or any succeeding
Event of Default or of the continuance of the Event of Default so waived except
in accordance with the terms of the waiver. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law or equity.

     SECTION 10.03. NOTICES.

          (a) Any notice hereunder shall be in writing and shall be personally
     delivered or transmitted by facsimile, postage prepaid registered mail,
     return receipt requested, or overnight delivery service addressed to the
     party receiving such notice at the following address: If to Debtor :

         Medical Capital Management, Inc.
         2100 South State College Blvd.
         Anaheim, CA 92806

         Telephone:  1-714-935-3100
         Facsimile:  1-714-935-3114

         If to Trustee:

         Zions First National Bank
         717 17th Street,
         Suite 301
         Denver, CO 80202

         Attention: Corporate Trust Administration

         Telephone:  720-947-7470
         Facsimile:  720-947-7480

                                       43
<PAGE>
     All notices and other communications shall be deemed to have been duly
     given on the date of delivery if delivered personally, the date five (5)
     days after if transmitted by mail, in the case of a telecopy, telex,
     telegram, or cable, at the time sent, provided that any notice to be given
     to the Noteholder or the Trustee shall be effective only when received. Any
     party may change its address for proposes hereof by written notice to the
     other.

          (b) The Debtor or the Trustee by notice to the other may designate
     additional or different addresses for subsequent notices or communications.
     Failure to mail a notice or communication to a Noteholder or any defect in
     it shall not affect its sufficiency with respect to other Noteholders.
     Except as otherwise provided, if a notice or communication is mailed in the
     manner provided above, it is duly given, whether or not received by the
     addressee. If the Debtor mails a notice or communication to the
     Noteholders, it shall mail a copy to the Trustee.

     SECTION 10.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon any
request or application by the Debtor to the Trustee to take any action under
this Note Agreement, the Debtor shall furnish to the Trustee:

          (a) a written certificate signed in the name of the Debtor by its
     Chairman of the Board, a Vice Chairman, its President or a Vice President,
     and delivered to the Trustee stating that, in the opinion of the signers,
     all conditions precedent, if any, provided for in this Note Agreement
     relating to the proposed action have been complied with; and

          (b) an opinion of counsel reasonably acceptable to the Trustee stating
     that, in the opinion of such counsel, all such conditions precedent have
     been complied with;

provided that in the case of any such request or application as to which the
furnishing of such documents is specifically required by any provision of this
Note Agreement relating to such particular application or request, no additional
certificate or opinion need be furnished.

     SECTION 10.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each
officers' certificate or opinion of counsel with respect to compliance with a
covenant or condition provided for in this Note Agreement shall include:

          (a) a statement that each individual making such officers' certificate
     or opinion of counsel has read such covenant or condition;

                                       44
<PAGE>
          (b) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     officers' certificate or opinion of counsel are based;

          (c) a statement that, in the opinion of each such individual, he or
     she has made such examination or investigation as is necessary to enable
     him or her to express an informed opinion as to whether or not such
     covenant or condition has been complied with; and

          (d) a statement that, in the opinion of such individual, such covenant
     or condition has been complied with.

     SECTION 10.06. SEVERABILITY. Any provision of this Note Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Note Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.

     SECTION 10.07. TIA. This Note Agreement is hereby made subject to, and
shall be governed by, the provisions of the TIA required to be part of and to
govern indentures qualified under the TIA. If any provision in this Note
Agreement or any supplemental note agreement limits, qualifies or conflicts with
another provision in this Note Agreement or any supplemental note agreement
which is required to be included in an indenture qualified under the TIA, such
required provision shall control.

     SECTION 10.08. NONLIABILITY OF DIRECTORS; NO GENERAL OBLIGATION. It is
hereby expressly made a condition of this Note Agreement that any agreements,
covenants, or representations herein contained or contained in the Notes or
supplemental note agreements do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the incorporators, officers,
employees, agents, or directors of the Debtor. Nothing contained in this
Section, however, shall relieve the Debtor from the observance and performance
of the several covenants and agreements on its part herein contained.

     SECTION 10.09. SCOPE OF DEBTOR'S LIABILITY. Anything herein to the contrary
notwithstanding:

          (a) The Debtor shall remain liable under the Notes, Servicing
     Agreement and the other Transaction Documents and all other agreements
     included in the Collateral to the extent set forth therein to perform all
     of its duties and obligations thereunder to the same extent as if this Note
     Agreement has not been executed; and

          (b) The exercise by the Trustee of any of the rights hereunder shall
     not release the Debtor from any of its duties or obligations under the
     Note, the Receivables, the Assets, other Transaction Documents and all
     other agreements included in the Collateral.

     SECTION 10.10. ASSIGNMENT. Except as set forth in Section 5.03, the Trustee
may assign or transfer this Note Agreement or transfer therewith the whole or
any part of the security hereunder only with the prior written consent of the
Noteholders holding Notes evidencing more than 50% of the principal due on the
Notes. The Debtor shall not be entitled to transfer its rights and obligations

                                       45
<PAGE>
hereunder without the prior written consent of the Trustee and the Noteholder
holding Notes evidencing more than 50% of the principal due on the Notes.

     SECTION 10.11. WHEN THE DEBTOR MAY MERGE OR TRANSFER ASSETS.

          (a) The Debtor shall not consolidate with or merge with or into any
     other Person (other than in a merger or consolidation in which the Debtor
     is the surviving Person), unless:

               (i) the Person (if other than the Debtor) formed by such
          consolidation or into which the Debtor is merged or the Person which
          acquires by conveyance, transfer or lease the properties and assets of
          the Debtor substantially as an entirety shall be a corporation,
          limited liability company, partnership or trust organized and validly
          existing under the laws of the United States or any State thereof or
          the District of Columbia, and shall expressly assume by a supplemental
          note agreement, executed and delivered to the Trustee in form
          reasonably satisfactory to the Trustee, the due and punctual payment
          of the Obligations and Redemption Price, if any, on the Notes,
          according to their tenor, and the due and punctual performance of all
          of the covenants and obligations of the Debtor under the Notes and
          this Note Agreement, and shall have provided for conversion rights in
          accordance with this Note Agreement; and

               (ii) immediately after giving effect to such transaction, no
          Event of Default or any event, condition or occurrence that after
          notice or lapse of time or both, would constitute an Event of Default
          shall have occurred and be continuing

          (b) The successor Person formed by such consolidation or into which
     the Debtor is merged shall succeed to, and be substituted for, and may
     exercise every right and power of, the Debtor under this Note Agreement
     with the same effect as if such successor had been named as the Debtor
     herein; and thereafter, except in the case of a lease, the Debtor shall be
     discharged from all obligations and covenants under this Note Agreement and
     the Notes.

     SECTION 10.12. SECTION REFERENCES. All references to Articles, Sections,
Subsections, or Clauses in this note Agreement are a reference to an Article,
Section, Subsection or Clause of this Note Agreement unless otherwise stated.

                                       46
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Note Agreement to
be duly executed by their authorized representatives as of the date first
written above.

DEBTOR:                             MEDICAL CAPITAL MANAGEMENT, INC.


                                    By: /s/ Joseph J. Lampariello
                                       -----------------------------------------
                                    Name: Joseph J. Lampariello
                                    Title: Secretary and Chief Operating Officer


TRUSTEE:                            ZIONS FIRST NATIONAL BANK, as Trustee


                                    By:/s/ Bruce F. Lewis
                                       -----------------------------------------
                                    Name: Bruce F. Lewis
                                    Title: Vice President

                                       47
<PAGE>
                                   EXHIBIT A-1

                       RECEIVABLE ACQUISITION CERTIFICATE

     This Receivable Acquisition Certificate is submitted pursuant to the
provisions of Section 5.11(a)(ii)(E) of the Note Issuance and Security
Agreement, dated as of ___, 2001, (the "Agreement"), between Medical Capital
Management, Inc., a Delaware corporation (the "Debtor") and Zions First National
Bank, as Trustee (the "Trustee"). All capitalized terms used in this Certificate
and not otherwise defined herein shall have the same meanings given to such
terms in the Agreement. In your capacity as Trustee, you are hereby authorized
and requested to disburse to the Debtor the sum of $____________ for the
acquisition of Eligible Receivables. With respect to the Eligible Receivables so
to be acquired, the Debtor hereby certifies as follows:

     1. The receivables to be acquired are Eligible Receivables, and the wiring
instructions and related information are specified in Schedule A attached hereto
(the "Acquired Eligible Receivables") and the information therein is true and
correct.

     2. If applicable, the requirements of Section 3.04 of the Agreement will be
met upon the acquisition of the Acquired Eligible Receivables.

     3. Each Acquired Eligible Receivable is an Eligible Receivable authorized
so to be acquired by the Agreement.

     4. You have been previously, or are herewith, provided with the following
items:

          (a) a copy of the Purchase Documents between the Debtor and the seller
     of the Acquired Eligible Receivables (the "Seller") with respect to the
     Acquired Eligible Receivables (original copy maintained on file with the
     Debtor on behalf of the Trustee); and

          (b) instruments duly assigning the Acquired Eligible Receivables to
     the Trustee pursuant to the Note Agreement.

     5. The Debtor is not, on the date hereof, in default under the Agreement or
in the performance of any of its covenants and agreements made in the Purchase
Documents relating to the Acquired Eligible Receivables, and, to the best
knowledge of the Debtor, the Seller is not in default in the performance of any
of its covenants and agreements made in the Purchase Documents applicable to the
Acquired Eligible Receivables, and the Agreement and the covenants and
agreements made in the Purchase Documents are enforceable in accordance with
their terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
effect affecting the enforcement of creditors' rights general and except as such
enforceability may be limited by general principles of equity (whether
considered in a proceeding at law or in equity).

     6. All of the conditions specified in the Purchase Agreement applicable to
the Acquired Eligible Receivables and the Agreement for the acquisition of the
Acquired Eligible Receivables and the disbursement hereby authorized and
requested have been satisfied.
<PAGE>
     7. If an Eligible Receivable currently pledged to the Trustee is being sold
in exchange for an Acquired Eligible Receivable, the final expected maturity
date of such Acquired Eligible Receivable shall be substantially similar to that
of the Eligible Receivable being sold and such sale and exchange will not
adversely affect the ability of the Trustee to make timely principal and
interest payments under the Agreement on the Notes.

     8. The proposed use of moneys in the Concentration Account as directed by
the Debtor to acquire the Acquired Eligible Receivables is in compliance with
the provisions of the Agreement.

     9. The Administrator has conducted such UCC searches as it has deemed
prudent with respect to such Acquired Eligible Receivables, and such searches
indicate that such Acquired Eligible Receivables are free and clear of all liens
and security interests. The Debtor or the Administrator on your behalf is
retaining such UCC searches.

     10. The Debtor will use the funds disbursed pursuant to this Certificate
solely in connection with the acquisition and pledge of the Acquired Eligible
Receivables pursuant to the Agreement.

     The undersigned is authorized to sign and deliver this Certificate on
behalf of the Debtor.

     WITNESS my hand this _____ day of ___________.


                                MEDICAL CAPITAL MANAGEMENT, INC.



                                By
                                   ---------------------------------------------
                                Name
                                     -------------------------------------------
                                Title
                                      ------------------------------------------

                                     A-1-2
<PAGE>
                            SCHEDULE A TO EXHIBIT A-1

                          ACQUIRED ELIGIBLE RECEIVABLES


LIST OF ACQUIRED
ELIGIBLE
RECEIVABLES

[INSERT
INFORMATION]



                               WIRING INSTRUCTIONS


We hereby authorize and request you to wire funds per the following instructions
to Medical Capital management, Inc. for the purpose of acquiring the Acquired
Eligible Receivables:

     Face Amount          Adjusted Value          Advance         Amount to be
   of Receivables         of Receivables          Amount        Wired at Closing
   --------------         --------------          ------        ----------------
    $                       $                      $                 $


Wire Instructions:



          Account #
          ABA#


Withhold anticipated shortfall $__________
<PAGE>
                                   EXHIBIT A-2

                  NON-RECEIVABLE ASSET ACQUISITION CERTIFICATE

     This Non-Receivable Asset Acquisition Certificate is submitted pursuant to
the provisions of Section 5.11(a)(ii)(E) of the Note Issuance and Security
Agreement, dated as of ___, 2001, (the "Agreement"), between Medical Capital
Management, Inc., a Delaware corporation (the "Debtor") and Zions First National
Bank, as Trustee (the "Trustee"). All capitalized terms used in this Certificate
and not otherwise defined herein shall have the same meanings given to such
terms in the Agreement. In your capacity as Trustee, you are hereby authorized
and requested to disburse to the Debtor the sum of $____________ for the
acquisition of Assets. With respect to the Assets so to be acquired, the Debtor
hereby certifies as follows:

     1. The Assets to be acquired are eligible as Collateral, and the wiring
instructions and related information are specified in Schedule A attached hereto
(the "Acquired Assets") and the information therein is true and correct.

     2. Each Acquired Asset is an Asset authorized so to be acquired by the
Agreement.

     3. You have been previously, or are herewith, provided with the following
items:

          (a) a copy of the agreement between the Debtor and the seller of the
     Acquired Assets pursuant to which the Acquired Assets are being purchased;

          (b) instruments duly assigning the Acquired Assets to the Trustee
     pursuant to the Agreement;

          (c) an opinion from counsel reasonably acceptable to the Trustee to
     the effect that the Trustee will have a perfected security interest in the
     Acquired Assets upon their acquisition by the Debtor;

          (d) copies of all applicable Bills of Sale or Assignments relating to
     the Acquired Assets; and

          (e) to the extent the Acquired Assets are stock in a corporation, the
     applicable stock certificates endorsed in blank and accompanying stock
     powers.

     4. The Debtor is not, on the date hereof, in default under the Agreement or
in the performance of any of its covenants and agreements made in the purchase
agreement relating to the Acquired Assets, and, to the best knowledge of the
Debtor, the seller of the Acquired Assets is not in default in the performance
of any of its covenants and agreements made in the purchase agreement applicable
to the Acquired Assets, and the Agreement and the covenants and agreements made
in the purchase agreement are enforceable in accordance with their terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter effect
affecting the enforcement of creditors' rights general and except as such
enforceability may be limited by general principles of equity (whether
considered in a proceeding at law or in equity).

     5. All of the conditions specified in the purchase agreement applicable to
the Acquired Assets and the disbursement hereby authorized and requested have
been satisfied.

     6. The proposed use of moneys in the Concentration Account as directed by
the Debtor to acquire the Acquired Assets is in compliance with the provisions
of the Agreement.

     7. The Debtor has conducted such UCC searches [and searches of records of
other applicable governmental authorities covering ownership or lien matters] as
it has deemed prudent with respect to such Acquired Assets, and such searches
indicate that such Acquired Assets are free and clear of all liens and security
interests, except those listed on Schedule A hereto. The Debtor on your behalf
is retaining such UCC and other searches.

     8. The Debtor will use the funds disbursed pursuant to this Certificate
solely in connection with the acquisition and pledge of the Acquired Assets
pursuant to the Agreement.

     The undersigned is authorized to sign and deliver this Certificate on
behalf of the Debtor.

     WITNESS my hand this _____ day of ___________.

                                   MEDICAL CAPITAL MANAGEMENT, INC.



                                   By
                                      ------------------------------------------
                                   Name
                                        ----------------------------------------
                                   Title
                                         ---------------------------------------

                                     A-2-2
<PAGE>
                            SCHEDULE A TO EXHIBIT A-2

                                 ACQUIRED ASSETS

                                                            TRUSTEE LIEN
                                        BASIS FOR           PRIORITY/OTHER
LIST                   VALUE            VALUATION           LIENS
-----                  -----            ---------           -----

[INSERT
INFORMATION]




                               WIRING INSTRUCTIONS


We hereby authorize and request you to wire funds per the following instructions
to Medical Capital management, Inc. for the purpose of acquiring the Acquired
Assets:


     Gross Purchase                                           Amount to be
          Price                  Fees and Expenses          Wired at Closing
          -----                  -----------------          ----------------

     $                              $                           $


Wire Instructions:



          Account #
          ABA
<PAGE>
                                   EXHIBIT A-3

                       COLLATERAL REPLACEMENT CERTIFICATE

     This Collateral Replacement Certificate is submitted pursuant to the
provisions of Section 4.02 of the Note Issuance and Security Agreement, dated as
of _______ ___, 2001, (the "Agreement"), between Medical Capital Management,
Inc., a Delaware corporation (the "Debtor") and Zions First National Bank, as
Trustee (the "Trustee"). All capitalized terms used in this Certificate and not
otherwise defined herein shall have the same meanings given to such terms in the
Agreement. With respect to the replacement Collateral, the Debtor hereby
certifies as follows:

     1. The replacement Collateral constitutes [Eligible Receivables or assets
eligible as Collateral], and information specified in Schedule A attached hereto
(the "Replacement Collateral") and the information therein is true and correct.

     2. If applicable, the requirements of Section 3.04 of the Agreement will be
met upon the acquisition of the Replacement Collateral.

     3. Each item of Replacement Collateral is an Eligible Receivable or Asset
authorized so to be acquired by the Agreement.

     4. You have been previously, or are herewith, provided with the following
items:

          (a) a copy of the [Purchase Documents] [or other document pursuant to
     which the Replacement Collateral is acquired by the Debtor] between the
     Debtor and the seller of the Replacement Collateral (the "Seller") with
     respect to the Replacement Collateral (original copy maintained on file
     with the Debtor on behalf of the Trustee);

          (b) instruments duly assigning the Replacement Collateral to the
     Trustee pursuant to the Note Agreement; and

          (c) [if the Replacement Collateral is not a Receivable] an opinion
     from counsel in form and substance reasonably acceptable to the Trustee to
     the effect that that the Trustee will have a perfected security interest in
     the Replacement Collateral upon their acquisition by the Debtor.

     5. The Debtor is not, on the date hereof, in default under the Agreement or
in the performance of any of its covenants and agreements made in the [Purchase
Documents] [or other document pursuant to which the Replacement Collateral is
acquired by the Debtor] relating to the Replacement Collateral, and, to the best
knowledge of the Debtor, the Seller is not in default in the performance of any
of its covenants and agreements made in the [Purchase Documents] [or other
document pursuant to which the Replacement Collateral is acquired by the Debtor]
applicable to the Replacement Collateral, and the Agreement and the covenants
and agreements made in the [Purchase Documents] [or other document pursuant to
which the Replacement Collateral is acquired by the Debtor] are enforceable in
accordance with their terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter effect affecting the enforcement of creditors' rights
general and except as such enforceability may be limited by general principles
of equity (whether considered in a proceeding at law or in equity).

     6. All of the conditions specified in the [Purchase Documents] [or other
document pursuant to which the Replacement Collateral is acquired by the Debtor]
applicable to the Replacement Collateral and the Agreement for the acquisition
of the Replacement Collateral requested have been satisfied.

     7. If an Eligible Receivable currently pledged to the Trustee is being sold
in exchange for Replacement Collateral constituting an Eligible Receivable, the
final expected maturity date of such Replacement Collateral shall be
substantially similar to that of the Eligible Receivable being sold and such
sale and exchange will not adversely affect the ability of the Trustee to make
timely principal and interest payments under the Agreement on the Notes.

     [IF REPLACEMENT COLLATERAL IS RECEIVABLES, ADD THE FOLLOWING:] 8. The
Administrator has conducted such UCC searches as it has deemed prudent with
respect to such Replacement Collateral, and such searches indicate that such
Replacement Collateral is free and clear of all liens and security interests.
The Debtor or the Administrator on your behalf is retaining such UCC searches.

     [IF REPLACEMENT COLLATERAL IS NOT RECEIVABLES, ADD THE FOLLOWING:] 8. The
Debtor has conducted such UCC searches [and searches of records of other
applicable governmental authorities covering ownership or lien matters] as it
has deemed prudent with respect to such Replacement Collateral, and such
searches indicate that such Replacement Collateral are free and clear of all
liens and security interests, except those listed on Schedule A hereto. The
Debtor on your behalf is retaining such UCC and other searches.

     The undersigned is authorized to sign and deliver this Certificate on
behalf of the Debtor.

     WITNESS my hand this _____ day of ___________.

                                 MEDICAL CAPITAL MANAGEMENT, INC.



                                 By
                                    --------------------------------------------
                                 Name
                                      ------------------------------------------
                                 Title
                                       -----------------------------------------

                                     A-3-2
<PAGE>
                            SCHEDULE A TO EXHIBIT A-3

                          ACQUIRED ELIGIBLE RECEIVABLES


LIST OF
REPLACEMENT
COLLATERAL

[INSERT
INFORMATION]







<PAGE>
                                    EXHIBIT B

               SALE OF COLLATERAL AND RELEASE OF LIEN CERTIFICATE

This Sale of Collateral and Release of Lien Certificate is submitted pursuant to
the provisions of Section 3.04 of the Note Issuance and Security Agreement,
dated as of ___, 2001 (the "Agreement"), between Medical Capital Management,
Inc., a Delaware corporation (the "Debtor") and Zions First National Bank, as
Trustee (the "Trustee"). All capitalized terms used in this Certificate and not
otherwise defined herein shall have the same meanings given to such terms in the
Agreement.

Pursuant to Section 3.04, the Debtor intends to sell the Collateral set forth on
the attached Schedule I (the "Sale Collateral") to [NAME] (the "Purchaser"). In
your capacity as Trustee, you are hereby authorized and directed to take all
actions reasonably requested by the Debtor to release the lien to which the Sale
Collateral is subject under the Agreement and to transfer the Sale Collateral to
the Purchaser. The gross proceeds from the sale will be $________, consisting of
________. The gross proceeds from the sale shall be deposited directly with the
Trustee and the Trustee shall deposit such proceeds into the Concentration
Account. With respect to the sale of the Sale Collateral, the Debtor hereby
certifies to the Trustee as follows [INCLUDE ONE OF THE FOLLOWING]:

[the disposition price is equal to or in excess of the amount disbursed from the
Concentration Account to acquire the Sale Collateral (less any principal amounts
received by the Trustee with respect to such Sale Collateral).]; or

[the disposition price is lower than the amount disbursed from the Concentration
Account to acquire the Sale Collateral (less any principal amounts received by
the Trustee with respect to such Sale Collateral), and (A) the Revenues expected
to be received from the remaining Collateral (after giving effect to such
disposition) would be at least equal to the Revenues required to timely pay the
principal and interest on the Outstanding Notes, or (B) the Debtor shall remain
able to pay debt service on the Notes and make payment on any other Obligations
on a timely basis (after giving effect to such sale, transfer or other
disposition) whereas it would not have been able to do so on a timely basis if
it had not sold, transferred or disposed of the Sale Collateral at such
discounted amount, or (C) the sum of the amounts on deposit in the Accounts
(less moneys in any Account which the Debtor, Servicer, or Administrator is then
entitled to receive but which has not yet been removed from the Account) plus
Net Collectible Amount of the Receivables and the fair market value of other
Collateral will be at least equal to one hundred percent (100%) of the aggregate
principal amount of the then Outstanding Obligations plus accrued interest after
giving effect to such sale, transfer or other disposition of the Sale
Collateral.]

     The undersigned is authorized to sign and deliver this Certificate on
behalf of the Debtor.

     WITNESS my hand this _____ day of ___________.


                                 MEDICAL CAPITAL MANAGEMENT, INC.



                                 By
                                    --------------------------------------------
                                 Name
                                      ------------------------------------------
                                 Title
                                       -----------------------------------------