<PAGE>
                                                                    EXHIBIT 10.2

RECORDATION REQUESTED BY:




WHEN RECORDED MAIL TO:

     Imperial Bank
     Loan Documentation Services
     9920 S. La Cienega Blvd., Suite 628
     Inglewood, CA 90301

SEND TAX NOTICES TO:

     MEDICAL CONTROL SERVICES, INC.
     5400 ORANGE AVENUE, SUITE 200
     CYPRESS, CA 90630
                                SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY

--------------------------------------------------------------------------------
[LOGO OF IMPERIAL BANK]


     Member FDIC
                                 DEED OF TRUST

THIS DEED OF TRUST IS DATED DECEMBER 19, 2000, among MEDICAL CONTROL SERVICES,
INC., a California corporation, whose address is 5400 ORANGE AVENUE, SUITE 200,
CYPRESS, CA 90630 (referred to below as "Trustor"); Imperial Bank, whose address
is 9920 S. La Cienega Blvd., 14th Floor, Inglewood, CA 90301-4423 (referred to
below sometimes as "Lender" and sometimes as "Beneficiary"); and Imperial
Bancorp, whose address is 701 B. Street, Suite 610, San Diego, CA 92101-8120
(referred to below as "Trustee").

CONVEYANCE AND GRANT. For valuable consideration, Trustor irrevocably grants,
transfers and assigns to Trustee in trust, with power of sale, for the benefit
of Lender as Beneficiary, all of Trustor's right, title, and interest in and to
the following described real property, together with all existing or
subsequently erected or affixed buildings, improvements and fixtures; all
easements, rights of way, and appurtenances; all water, water rights and ditch
rights (including stock in utilities with ditch or irrigation rights); and all
other rights, royalties, and profits relating to the real property, including
without limitation all minerals, oil, gas, geothermal and similar matters,
located in Orange County, State of California (the "Real Property"):

     See Exhibit "A" attached hereto and made a part hereof by this reference.

The Real Property or its address is commonly known as 5400 ORANGE AVENUE,
CYPRESS, CA 90630. The Assessor's Parcel Number for the Real Property is
244-192-23.

Trustor presently assigns to Lender (also known as Beneficiary in this Deed of
Trust) all of Trustor's right, title, and interest in and to all present and
future leases of the Property and all Rents from the Property. This is an
absolute assignment of Rents made in connection with an obligation secured by
real property pursuant to California Civil Code Section 2938. In addition,
Trustor grants Lender a Uniform Commercial Code security interest in the Rents
and the Personal Property defined below.

DEFINITIONS. The following words shall have the following meanings when used in
this Deed of Trust. Terms not otherwise defined in this Deed of Trust shall have
the meanings attributed to such terms in the Uniform Commercial Code. All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.

     Beneficiary. The word "Beneficiary" means Imperial Bank, its successors and
     assigns. Imperial Bank also is referred to as "Lender" in this Deed of
     Trust.

     Deed of Trust. The words "Deed of Trust" mean this Deed of Trust among
     Trustor, Lender, and Trustee, and includes without limitation all
     assignment and security interest provisions relating to the Personal
     Property and Rents.

     Guarantor. The word "Guarantor" means and includes without limitation any
     and all guarantors, sureties, and accommodation parties in connection with
     the Indebtedness.

     Improvements. The word "Improvements" means and includes without limitation
     all existing and future improvements, buildings, structures, mobile homes
     affixed on the Real Property, facilities, additions, replacements and other
     construction on the Real Property.

     Indebtedness. The word "Indebtedness" means all principal and interest
     payable under the Note and any amounts expended or advanced by Lender to
     discharge obligations of Trustor or expenses incurred by Trustee or Lender
     to enforce obligations of Trustor under this Deed of Trust, together with
     interest on such amounts as provided in this Deed of Trust.

     Lender. The word "Lender" means Imperial Bank, its successors and assigns.
<PAGE>

12-19-2000                       DEED OF TRUST                            Page 2
                                  (Continued)
================================================================================
     Note. The word "Note" means the Note dated December 19, 2000, in the
     principal amount of $2,990,000.00 from Trustor to Lender, together with
     all renewals, extensions, modifications, refinancings, and substitutions
     for the Note. NOTICE TO TRUSTOR: THE NOTE CONTAINS A VARIABLE INTEREST
     RATE.

     Personal Property. The words "Personal Property" mean all equipment,
     fixtures, and other articles of personal property now or hereafter owned by
     Trustor, and now or hereafter attached or affixed to the Real Property;
     together with all accessions, parts, and additions to, all replacements of,
     and all substitutions for, any of such property; and together with all
     proceeds (including without limitation all insurance proceeds and refunds
     of premiums) from any sale or other disposition of the Property.

     Property. The word "Property" means collectively the Real Property and the
     Personal Property.

     Real Property. The words "Real Property" mean the property, interests and
     rights described above in the "Conveyance and Grant" section.

     Related Documents. The words "Related Documents" mean and include without
     limitation all promissory notes, credit agreements, loan agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

     Rents. The word "Rents" means all present and future leases, rents,
     revenues, income, issues, royalties, profits, and other benefits derived
     from the Property together with the cash proceeds of the Rents.

     Trustee. The word "Trustee" means Imperial Bancorp and any substitute or
     successor trustees.

     Trustor. The word "Trustor" means any and all persons and entities
     executing this Deed of Trust, including without limitation all Trustors
     named above.

THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST
IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (1) PAYMENT OF THE
INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF TRUSTOR UNDER THE
NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN
AND ACCEPTED ON THE FOLLOWING TERMS:

PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust,
Trustor shall pay to Lender all amounts secured by this Deed of Trust as they
become due, and shall strictly and in a timely manner perform all of Trustor's
obligations under the Note, this Deed of Trust, and the Related Documents.

POSSESSION AND MAINTENANCE OF THE PROPERTY. Trustor agrees that Trustor's
possession and use of the Property shall be governed by the following
provisions:

     Possession and Use. Until the occurrence of an Event of Default, Trustor
     may (a) remain in possession and control of the Property, (b) use, operate
     or manage the Property, and (c) collect any Rents from the Property.

     Duty to Maintain. Trustor shall maintain the Property in tenantable
     condition and promptly perform all repairs, replacements, and maintenance
     necessary to preserve its value.

     Hazardous Substances. The terms "hazardous waste," "hazardous substance,"
     "disposal," "release," and "threatened release," as used in this Deed of
     Trust, shall have the same meanings as set forth in the Comprehensive
     Environmental Response, Compensation, and Liability Act of 1980, as
     amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund
     Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"),
     the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et
     seq., the Resource Conservation and Recovery Act, 42 U.S.C Section 6901, et
     seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and
     Safety Code, Section 25100, et seq., or other applicable state or Federal
     laws, rules, or regulations adopted pursuant to any of the foregoing. The
     terms "hazardous waste" and "hazardous substance" shall also include,
     without limitation, petroleum and petroleum by-products or any fraction
     thereof and asbestos. Trustor represents and warrants to Lender that: (a)
     During the period of Trustor's ownership of the Property, there has been no
     use, generation, manufacture, storage, treatment, disposal, release or
     threatened release of any hazardous waste or substance by any person on,
     under, about or from the Property; (b) Trustor has no knowledge of, or
     reason to believe that there has been, except as previously disclosed to
     and acknowledged by Lender in writing, (i) any use, generation,
     manufacture, storage, treatment, disposal, release, or threatened release
     of any hazardous waste or substance on, under, about or from the Property
     by any prior owners or occupants of the Property or (ii) any actual or
     threatened litigation or claims of any kind by any person relating to such
     matters; and (c) Except as previously disclosed to and acknowledged by
     Lander in writing, (i) neither Trustor nor any tenant, contractor, agent or
     other authorized user of the Property shall use, generate, manufacture,
     store, treat, dispose of, or release any hazardous waste or substance on,
     under, about or from the Property and (ii) any such activity shall be
     conducted in compliance with all applicable federal, state, and local laws,
     regulations and ordinances, including without limitation those laws,
     regulations, and ordinances described above. Trustor authorizes Lender and
     its agents to enter upon the Property to make such inspections and tests,
     at Trustor's expense, as Lender may deem appropriate to determine
     compliance of the Property with this section of the Deed of Trust. Any
     inspections or tests made by Lender shall be for Lender's purposes only and
     shall not be construed to create any responsibility or liability on the
     part of Lender to Trustor or to any other person. The representations and
     warranties contained herein are based on Trustor's due diligence in
     investigating the Property for hazardous waste and hazardous substances.
     Trustor hereby (a) releases and waives any future claims against Lender for
     indemnity or contribution in the event Trustor becomes liable for cleanup
     or other costs under any such laws, and (b) agrees to indemnify and hold
     harmless Lender against any and all claims, losses, liabilities, damages,
     penalties, and expenses which Lender may directly or indirectly sustain or
     suffer resulting from a breach of this section of the Deed of Trust or as a
     consequence of any use, generation, manufacture, storage, disposal, release
     or threatened release of a hazardous waste or substance on the properties.
     The provisions of this section of the Deed of Trust, including the
     obligation to indemnify, shall survive the payment of the Indebtedness and
     the satisfaction and reconveyance of the lien of this Deed of Trust and
     shall not be affected by Lender's acquisition of any interest in the
     Property, whether by foreclosure or otherwise.

     Nuisance, Waste. Trustor shall not cause, conduct or permit any nuisance
     nor commit, permit, or suffer any stripping of or waste on or to the
     Property or any portion of the Property. Without limiting the generality of
     the foregoing, Trustor will not remove, or grant to any other party the
     right to remove, any timber, minerals (including oil and gas), soil, gravel
     or rock products without the prior written consent of Lender.

     Removal of Improvements. Trustor shall not demolish or remove any
     Improvements from the Real Property without the prior written consent of
     Lender. As a condition to the removal of any Improvements, Lender may
     require Trustor to make arrangements satisfactory to Lender to replace such
     Improvements with Improvements of at least equal value.

     Lender's Right to Enter. Lender and its agents and representatives may
     enter upon the Real Property at all reasonable times to attend to Lender's
     interests and to inspect the Property for purposes of Trustor's compliance
     with the terms and conditions of this Deed of Trust.
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12-19-2000                        DEED OF TRUST                           Page 3
                                   (Continued)

================================================================================
     Compliance with Governmental Requirements. Trustor shall promptly comply
     with all laws, ordinances, and regulations, now or hereafter in effect, of
     all governmental authorities applicable to the use or occupancy of the
     Property, including without limitation, the Americans With Disabilities
     Act. Trustor may contest in good faith any such law, ordinance, or
     regulation and withhold compliance during any proceeding, including
     appropriate appeals, so long as Trustor has notified Lender in writing
     prior to doing so and so long as, in Lender's sole opinion, Lender's
     interests in the Property are not jeopardized. Lender may require Trustor
     to post adequate security or a surety bond, reasonably satisfactory to
     Lender, to protect Lender's interest.

     Duty to Protect. Trustor agrees neither to abandon nor leave unattended the
     Property. Trustor shall do ail other acts, in addition to those acts set
     forth above in this section, which from the character and use of the
     Property are reasonably necessary to protect and preserve the Property.

DUE ON SALE - CONSENT BY LENDER. Lender may, at its option, declare immediately
due and payable all sums secured by this Deed of Trust upon the sale or
transfer, without the Lender's prior written consent, of ail or any part of the
Real Property, or any interest in the Real Property. A "sale or transfer" means
the conveyance of Real Property or any right, title or interest therein; whether
legal, beneficial or equitable; whether voluntary or involuntary; whether by
outright sale, deed, installment sale contract, land contract, contract for
deed, leasehold interest with a term greater than three (3) years, lease-option
contract, or by sale, assignment, or transfer of any beneficial interest in or
to any land trust holding title to the Real Property, or by any other method of
conveyance of Real Property interest. If any Trustor is a corporation,
partnership or limited liability company, transfer also includes any change in
ownership of more than twenty-five percent (25%) of the voting stock,
partnership interests or limited liability company interests, as the case may
be, of Trustor. However, this option shall not be exercised by Lender if such
exercise is prohibited by applicable law.

TAXES AND LIENS. The following provisions relating to the taxes and liens on the
Property are a part of this Deed of Trust.

     Payment. Trustor shall pay when due (and in all events at least ten (10)
     days prior to delinquency) all taxes, special taxes, assessments, charges
     (including water and sewer), fines and impositions levied against or on
     account of the Property, and shall pay when due all claims for work done on
     or for services rendered or material furnished to the Property. Trustor
     shall maintain the Property free of all liens having priority over or equal
     to the interest of Lender under this Deed of Trust, except for the lien of
     taxes and assessments not due and except as otherwise provided in this Deed
     of Trust.

     Right To Contest. Trustor may withhold payment of any tax, assessment, or
     claim in connection with a good faith dispute over the obligation to pay,
     so long as Lender's interest in the Property is not jeopardized. If a lien
     arises or is filed as a result of nonpayment, Trustor shall within fifteen
     (15) days after the lien arises or, if a lien is filed, within fifteen (15)
     days after Trustor has notice of the filing, secure the discharge of the
     lien, or if requested by Lender, deposit with Lender cash or a sufficient
     corporate surety bond or other security satisfactory to Lender in an amount
     sufficient to discharge the lien plus any costs and attorneys' fees or
     other charges that could accrue as a result of a foreclosure or sale under
     the lien. In any contest, Trustor shall defend itself and Lender and shall
     satisfy any adverse judgment before enforcement against the Property.
     Trustor shall name Lender as an additional obligee under any surety bond
     furnished in the contest proceedings.

     Evidence of Payment. Trustor shall upon demand furnish to Lender
     satisfactory evidence of payment of the taxes or assessments and shall
     authorize the appropriate governmental official to deliver to Lender at any
     time a written statement of the taxes and assessments against the Property.

     Notice of Construction. Trustor shall notify Lender at least fifteen (15)
     days before any work is commenced, any services are furnished, or any
     materials are supplied to the Property, if any mechanic's lien,
     materialmen's lien, or other lien could be asserted on account of the work,
     services, or materials. Trustor will upon request of Lender furnish to
     Lender advance assurances satisfactory to Lender that Trustor can and will
     pay the cost of such improvements.

PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the
Property are a part of this Deed of Trust.

     Maintenance of Insurance. Trustor shall procure and maintain policies of
     fire insurance with standard extended coverage endorsements on a
     replacement basis for the full insurable value covering all Improvements on
     the Real Property in an amount sufficient to avoid application of any
     coinsurance clause, and with a standard mortgagee clause in favor of
     Lender. Trustor shall also procure and maintain comprehensive general
     liability insurance in such coverage amounts as Lender may request with
     trustee and Lender being named as additional insureds in such liability
     insurance policies. Additionally, Trustor shall maintain such other
     insurance, including but not limited to hazard, business interruption, and
     boiler insurance, as Lender may reasonably require. Notwithstanding the
     foregoing, in no event shall Trustor be required to provide hazard
     insurance in excess of the replacement value of the improvements on the
     Real Property. Policies shall be written in form, amounts, coverages and
     basis reasonably acceptable to Lender and issued by a company or companies
     reasonably acceptable to Lender. Trustor, upon request of Lender, will
     deliver to Lender from time to time the policies or certificates of
     insurance in form satisfactory to Lender, including stipulations that
     coverages will not be cancelled or diminished without at least thirty (30)
     days' prior written notice to Lender. Each insurance policy also shall
     include an endorsement providing that coverage in favor of Lender will not
     be impaired in any way by any act, omission or default of Trustor or any
     other person. Should the Real Property at any time become located in an
     area designated by the Director of the Federal Emergency Management Agency
     as a special flood hazard area, Trustor agrees to obtain and maintain
     Federal Flood Insurance for the full unpaid principal balance of the loan
     and any prior liens on the property securing the loan, up to the maximum
     policy limits set under the National Flood Insurance Program, or as
     otherwise required by Lender, and to maintain such insurance for the term
     of the loan.

     Application of Proceeds. Trustor shall promptly notify Lender of any loss
     or damage to the Property if the estimated cost of repair or replacement
     exceeds $5,000.00. Lender may make proof of loss if Trustor fails to do so
     within fifteen (15) days of the casualty. If in Lender's sole judgment
     Lender's security interest in the Property has been impaired, Lender may,
     at its election, receive and retain the proceeds of any insurance and apply
     the proceeds to the reduction of the Indebtedness, payment of any lien
     affecting the Property, or the restoration and repair of the Property. If
     the proceeds are to be applied to restoration and repair, Trustor shall
     repair or replace the damaged or destroyed Improvements in a manner
     satisfactory to Lender. Lender shall, upon satisfactory proof of such
     expenditure, pay or reimburse Trustor from the proceeds for the reasonable
     cost of repair or restoration if Trustor is not in default under this Deed
     of Trust. Any proceeds which have not been disbursed within 180 days after
     their receipt and which Lender has not committed to the repair or
     restoration of the Property shall be used first to pay any amount owing to
     Lender under this Deed of Trust, then to pay accrued interest, and the
     remainder, if any, shall be applied to the principal balance of the
     Indebtedness. If Lender holds any proceeds after payment in full of the
     Indebtedness, such proceeds shall be paid to Trustor as Trustor's interests
     may appear.

     Unexpired Insurance at Sale. Any unexpired insurance shall inure to the
     benefit of, and pass to, the purchaser of the Property covered by this Deed
     of Trust at any trustee's sale or other sale held under the provisions of
     this Deed of Trust, or at any foreclosure sale of such Property.

     Trustor's Report on Insurance. Upon request of Lender, however not more
     than once a year, Trustor shall furnish to Lender a report on
<PAGE>

12-19-2000                       DEED OF TRUST                            Page 4
                                  (Continued)

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     each existing policy of insurance showing: (a) the name of the insurer; (b)
     the risks insured; (c) the amount of the policy; (d) the property insured,
     the then current replacement value of such property, and the manner of
     determining that value; and (e) the expiration date of the policy. Trustor
     shall, upon request of Lender, have an independent appraiser satisfactory
     to Lender determine the cash value replacement cost of the Property.

EXPENDITURES BY LENDER. If Trustor fails to comply with any provision of this
Deed of Trust, or if any action or proceeding is commenced that would materially
affect Lender's interests in the Property, Lender on Trustor's behalf may, but
shall not be required to, take any action that Lender deems appropriate. Any
amount that Lender expends in so doing will bear interest at the rate provided
for in the Note from the date incurred or paid by Lender to the date of
repayment by Trustor. All such expenses, at Lender's option, will (a) be payable
on demand, (b) be added to the balance of the Note and be apportioned among and
be payable with any installment payments to become due during either (i) the
term of any applicable insurance policy or (ii) the remaining term of the Note,
or (c) be treated as a balloon payment which will be due and payable at the
Note's maturity. This Deed of Trust also will secure payment of these amounts.
The rights provided for in this paragraph shall be in addition to any other
rights or any remedies to which Lender may be entitled on account of the
default. Any such action by Lender shall not be construed as curing the default
so as to bar Lender from any remedy that it otherwise would have had.

WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of
the Property are a part of this Deed of Trust.

     Title. Trustor warrants that: (a) Trustor holds good and marketable title
     of record to the Property in fee simple, free and clear of all liens and
     encumbrances other than those set forth in the Real Property description or
     in any title insurance policy, title report, or final title opinion issued
     in favor of, and accepted by, Lender in connection with this Deed of Trust,
     and (b) Trustor has the full right, power, and authority to execute and
     deliver this Deed of Trust to Lender.

     Defense of Title. Subject to the exception in the paragraph above, Trustor
     warrants and will forever defend the title to the Property against the
     lawful claims of all persons. In the event any action or proceeding is
     commenced that questions Trustor's title or the interest of Trustee or
     Lender under this Deed of Trust, Trustor shall defend the action at
     Trustor's expense. Trustor may be the nominal party in such proceeding, but
     Lender shall be entitled to participate in the proceeding and to be
     represented in the proceeding by counsel of Lender's own choice, and
     Trustor will deliver, or cause to be delivered, to Lender such instruments
     as Lender may request from time to time to permit such participation.

     Compliance With Laws. Trustor warrants that the Property and Trustor's use
     of the Property complies with all existing applicable laws, ordinances, and
     regulations of governmental authorities.

CONDEMNATION. The following provisions relating to eminent domain and inverse
condemnation proceedings are a part of this Deed of Trust.

     Application of Net Proceeds. If any award is made or settlement entered
     into in any condemnation proceedings affecting all or any part of the
     Property or by any proceeding or purchase in lieu of condemnation, Lender
     may at its election, and to the extent permitted by law, require that all
     or any portion of the award or settlement be applied to the Indebtedness
     and to the repayment of all reasonable costs, expenses, and attorneys' fees
     incurred by Trustee or Lender in connection with the condemnation
     proceedings.

     Proceedings. If any eminent domain or inverse condemnation proceeding is
     commenced affecting the Property, Trustor shall promptly notify Lender in
     writing, and Trustor shall promptly take such steps as may be necessary to
     pursue or defend the action and obtain the award. Trustor may be the
     nominal party in any such proceeding, but Lender shall be entitled, at its
     election, to participate in the proceeding and to be represented in the
     proceeding by counsel of its own choice, and Trustor will deliver or cause
     to be delivered to Lender such instruments as may be requested by it from
     time to time to permit such participation.

IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following
provisions relating to governmental taxes, fees and charges are a part of this
Deed of Trust:

     Current Taxes, Fees and Charges. Upon request by Lender, Trustor shall
     execute such documents in addition to this Deed of Trust and take whatever
     other action is requested by Lender to perfect and continue Lender's lien
     on the Real Property. Trustor shall reimburse Lender for all taxes, as
     described below, together with all expenses incurred in recording,
     perfecting or continuing this Deed of Trust, including without limitation
     all taxes, fees, documentary stamps, and other charges for recording or
     registering this Deed of Trust.

     Taxes. The following shall constitute taxes to which this section applies:
     (a) a specific tax upon this type of Deed of Trust or upon all or any part
     of the Indebtedness secured by this Deed of Trust; (b) a specific tax on
     Trustor which Trustor is authorized or required to deduct from payments on
     the indebtedness secured by this type of Deed of Trust; (c) a tax on this
     type of Deed of Trust chargeable against the Lender or the holder of the
     Note; and (d) a specific tax on all or any portion of the Indebtedness or
     on payments of principal and interest made by Trustor.

     Subsequent Taxes. If any tax to which this section applies is enacted
     subsequent to the date of this Deed of Trust, this event shall have the
     same effect as an Event of Default (as defined below), and Lender may
     exercise any or all of its available remedies for an Event of Default as
     provided below unless Trustor either (a) pays the tax before it becomes
     delinquent, or (b) contests the tax as provided above in the Taxes and
     Liens section and deposits with Lender cash or a sufficient corporate
     surety bond or other security satisfactory to Lender.

SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to
this Deed of Trust as a security agreement are a part of this Deed of Trust.

     Security Agreement. This instrument shall constitute a security agreement
     to the extent any of the Property constitutes fixtures or other personal
     property, and Lender shall have all of the rights of a secured party under
     the Uniform Commercial Code as amended from time to time.

     Security Interest. Upon request by Lender, Trustor shall execute financing
     statements and take whatever other action is requested by Lender to perfect
     and continue Lender's security interest in the Rents and Personal Property.
     Trustor shall reimburse Lender for all expenses incurred in perfecting or
     continuing this security interest. Upon default, Trustor shall assemble
     the Personal Property in a manner and at a place reasonably convenient to
     Trustor and Lender and make it available to Lender within three (3) days
     after receipt of written demand from Lender.

     Addresses. The mailing addresses of Trustor (debtor) and Lender (secured
     party), from which information concerning the security interest granted by
     this Deed of Trust may be obtained (each as required by the Uniform
     Commercial Code), are as stated on the first page of this Deed of Trust.

FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to
further assurances and attorney-in-fact are a part of this Deed of Trust.

     Further Assurances. At any time, and from time to time, upon request of
     Lender, Trustor will make, execute and deliver, or will cause to be
<PAGE>

12-19-2000                       DEED OF TRUST                            Page 5
                                  (Continued)

================================================================================

     made, executed or delivered, to Lender or to Lender's designee, and when
     requested by Lender, cause to be filed, recorded, refiled, or rerecorded,
     as the case may be, at such times and in such offices and places as Lender
     may deem appropriate, any and all such mortgages, deeds of trust, security
     deeds, security agreements, financing statements, continuation statements,
     instruments of further assurance, certificates, and other documents as may,
     in the sole opinion of Lender, be necessary or desirable in order to
     effectuate, complete, perfect, continue, or preserve (a) the obligations of
     Trustor under the Note, this Deed of Trust, and the Related Documents, and
     (b) the liens and security interests created by this Deed of Trust as first
     and prior liens on the Property, whether now owned or hereafter acquired by
     Trustor. Unless prohibited by law or agreed to the contrary by Lender in
     writing, Trustor shall reimburse Lender for all costs and expenses incurred
     in connection with the matters referred to in this paragraph.

     Attorney-in-Fact. If Trustor fails to do any of the things referred to in
     the preceding paragraph, Lender may do so for and in the name of Trustor
     and at Trustor's expense. For such purposes, Trustor hereby irrevocably
     appoints Lender as Trustor's attorney-in-fact for the purpose of making,
     executing, delivering, filing, recording, and doing all other things as may
     be necessary or desirable, in Lender's sole opinion, to accomplish the
     matters referred to in the preceding paragraph.

FULL PERFORMANCE. If Trustor pays all the Indebtedness when due, and otherwise
performs all the obligations imposed upon Trustor under this Deed of Trust,
Lender shall execute and deliver to Trustee a request for full reconveyance and
shall execute and deliver to Trustor suitable statements of termination of any
financing statement on file evidencing Lender's security interest in the Rents
and the Personal Property. Lender may charge Trustor a reasonable reconveyance
fee at the time of reconveyance.

DEFAULT. Each of the following, at the option of Lender, shall constitute an
event of default ("Event of Default") under this Deed of Trust:

     Default on Indebtedness. Failure of Trustor to make any payment when due on
     the Indebtedness.

     Default on Other Payments. Failure of Trustor within the time required by
     this Deed of Trust to make any payment for taxes or insurance, or any other
     payment necessary to prevent filing of or to effect discharge of any lien.

     Default in Favor of Third Parties. Should Borrower or any Trustor default
     under any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's property or Borrower's or any
     Trustor's ability to repay the Loans or perform their respective
     obligations under this Deed of Trust or any of the Related Documents.

     Compliance Default. Failure of Trustor to comply with any other term,
     obligation, covenant or condition contained in this Deed of Trust, the Note
     or in any of the Related Documents.

     False Statements. Any warranty, representation or statement made or
     furnished to Lender by or on behalf of Trustor under this Deed of Trust,
     the Note or the Related Documents is false or misleading in any material
     respect, either now or at the time made or furnished.

     Defective Collateralization. This Deed of Trust or any of the Related
     Documents ceases to be in full force and effect (including failure of any
     collateral documents to create a valid and perfected security interest or
     lien) at any time and for any reason.

     Insolvency. The dissolution or termination of Trustor's existence as a
     going business, the insolvency of Trustor, the appointment of a receiver
     for any part of Trustor's property, any assignment for the benefit of
     creditors, any type of creditor workout, or the commencement of any
     proceeding under any bankruptcy or insolvency laws by or against Trustor.

     Foreclosure, Forfeiture, etc. Commencement of foreclosure or forfeiture
     proceedings, whether by judicial proceeding, self-help, repossession or any
     other method, by any creditor of Trustor or by any governmental agency
     against any of the Property. However, this subsection shall not apply in
     the event of a good faith dispute by Trustor as to the validity or
     reasonableness of the claim which is the basis of the foreclosure or
     forefeiture proceeding, provided that Trustor gives Lender written notice
     of such claim and furnishes reserves or a surety bond for the claim
     satisfactory to Lender.

     Breach of Other Agreement. Any breach by Trustor under the terms of any
     other agreement between Trustor and Lender that is not remedied within any
     grace period provided therein, including without limitation any agreement
     concerning any indebtedness or other obligation of Trustor to Lender,
     whether existing now or later.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any Guarantor of any of the Indebtedness or any Guarantor dies or
     becomes incompetent, or revokes or disputes the validity of, or liability
     under, any Guaranty of the Indebtedness. Lender, at its option, may, but
     shall not be required to, permit the Guarantor's estate to assume
     unconditionally the obligations arising under the guaranty in a manner
     satisfactory to Lender, and, in doing so, cure the Event of Default.

     Adverse Change. A material adverse change occurs in Trustor's financial
     condition, or Lender believes the prospect of payment or performance of the
     Indebtedness is impaired.

     Right to Cure. If such a failure is curable and if Trustor has not been
     given a notice of a breach of the same provision of this Deed of Trust
     within the preceding twelve (12) months, it may be cured (and no Event of
     Default will have occurred) if Trustor, after Lender sends written notice
     demanding cure of such failure: (a) cures the failure within ten (10) days;
     or (b) if the cure requires more than ten (10) days, immediately initiates
     steps sufficient to cure the failure and thereafter continues and completes
     all reasonable and necessary steps sufficient to produce compliance as soon
     as reasonably practical.

RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and
at any time thereafter, Trustee or Lender, at its option, may exercise any one
or more of the following rights and remedies, in addition to any other rights or
remedies provided by law:

     Foreclosure by Sale. Upon an Event of Default under this Deed of Trust,
     Beneficiary may declare the entire Indebtedness secured by this Deed of
     Trust immediately due and payable by delivery to Trustee of written
     declaration of default and demand for sale and of written notice of default
     and of election to cause to be sold the Property, which notice Trustee
     shall cause to be filed for record. Beneficiary also shall deposit with
     Trustee this Deed of Trust, the Note, other documents requested by Trustee,
     and all documents evidencing expenditures secured hereby. After the lapse
     of such time as may then be required by law following the recordation of
     the notice of default, and notice of sale having been given as then
     required by law, Trustee, without demand on Trustor, shall sell the
     Property at the time and place fixed by it in the notice of sale, either as
     a whole or in separate parcels, and in such order as it may determine, at
     public auction to the highest bidder for cash in lawful money of the United
     States, payable at time of sale. Trustee may postpone sale of all or any
     portion of the Property by public announcement at such time and place of
     sale, and from time to time thereafter may postpone such sale by public
     announcement at the time fixed by the preceding postponement in accordance
     with applicable law. Trustee shall deliver to such purchaser its deed
     conveying the Property so sold, but without any covenant or warranty,
     express or implied. The recitals in such deed of any matters or facts shall
     be conclusive proof of the truthfulness thereof. Any person, including
     Trustor, Trustee or Beneficiary may purchase at such sale. After deducting
     all costs, fees and expenses of
<PAGE>

12-19-2000                       DEED OF TRUST                            Page 6
                                  (Continued)

================================================================================

     Trustee and of this Trust, including cost of evidence of title in
     connection with sale, Trustee shall apply the proceeds of sale to payment
     of: all sums expended under the terms hereof, not then repaid, with accrued
     interest at the amount allowed by law in effect at the date hereof; all
     other sums then secured hereby; and the remainder, if any, to the person or
     persons legally entitled thereto.

     Judicial Foreclosure. With respect to all or any part of the Real Property,
     Lender shall have the right in lieu of foreclosure by power of sale to
     foreclose by judicial foreclosure in accordance with and to the full extent
     provided by California law.

     UCC Remedies. With respect to all or any part of the Personal Property,
     Lender shall have all the rights and remedies of a secured party under the
     Uniform Commercial Code, including without limitation the right to recover
     any deficiency in the manner and to the full extent provided by California
     law.

     Collect Rents. Lender shall have the right, without notice to Trustor, to
     take possession of and manage the Property and collect the Rents, including
     amounts past due and unpaid, and apply the net proceeds, over and above
     Lender's costs, against the Indebtedness. In furtherance of this right,
     Lender may require any tenant or other user of the Property to make
     payments of rent or use fees directly to Lender. If the Rents are collected
     by Lender, then Trustor irrevocably designates Lender as Trustor's
     attorney-in-fact to endorse instruments received in payment thereof in the
     name of Trustor and to negotiate the same and collect the proceeds.
     Payments by tenants or other users to Lender in response to Lender's demand
     shall satisfy the obligations for which the payments are made, whether or
     not any proper grounds for the demand existed. Lender may exercise its
     rights under this subparagraph either in person, by agent, or through a
     receiver.

     Appoint Receiver. Lender shall have the right to have a receiver appointed
     to take possession of all or any part of the Property, with the power to
     protect and preserve the Property, to operate the Property preceding
     foreclosure or sale, and to collect the Rents from the Property and apply
     the proceeds, over and above the cost of the receivership, against the
     Indebtedness. The receiver may serve without bond if permitted by law.
     Lender's right to the appointment of a receiver shall exist whether or not
     the apparent value of the Property exceeds the Indebtedness by a
     substantial amount. Employment by Lender shall not disqualify a person from
     serving as a receiver.

     Tenancy at Sufferance. If Trustor remains in possession of the Property
     after the Property is sold as provided above or Lender otherwise becomes
     entitled to possession of the Property upon default of Trustor, Trustor
     shall become a tenant at sufferance of Lender or the purchaser of the
     Property and shall, at Lender's option, either (a) pay a reasonable rental
     for the use of the Property, or (b) vacate the Property immediately upon
     the demand of Lender.

     Other Remedies. Trustee or Lender shall have any other right or remedy
     provided in this Deed of Trust or the Note or by law.

     Notice of Sale. Lender shall give Trustor reasonable notice of the time and
     place of any public sale of the Personal Property or of the time after
     which any private sale or other intended disposition of the Personal
     Property is to be made. Reasonable notice shall mean notice given at least
     five (5) days before the time of the sale or disposition. Any sale of
     Personal Property may be made in conjunction with any sale of the Real
     Property.

     Sale of the Property. To the extent permitted by applicable law, Trustor
     hereby waives any and all rights to have the Property marshalled. In
     exercising its rights and remedies, the Trustee or Lender shall be free to
     sell all or any part of the Property together or separately, in one sale or
     by separate sales. Lender shall be entitled to bid at any public sale on
     all or any portion of the Property.

     Waiver; Election of Remedies. A waiver by any party of a breach of a
     provision of this Deed of Trust shall not constitute a waiver of or
     prejudice the party's rights otherwise to demand strict compliance with
     that provision or any other provision. Election by Lender to pursue any
     remedy provided in this Deed of Trust, the Note, in any Related Document,
     or provided by law shall not exclude pursuit of any other remedy, and an
     election to make expenditures or to take action to perform an obligation of
     Trustor under this Deed of Trust after failure of Trustor to perform shall
     not affect Lender's right to declare a default and to exercise any of its
     remedies.

     Attorneys' Fees; Expenses. If Lender institutes any suit or action to
     enforce any of the terms of this Deed of Trust, Lender shall be entitled to
     recover such sum as the court may adjudge reasonable as attorneys' fees at
     trial and on any appeal. Whether or not any court action is involved, all
     reasonable expenses incurred by Lender which in Lender's opinion are
     necessary at any time for the protection of its interest or the enforcement
     of its rights shall become a part of the Indebtedness payable on demand and
     shall bear interest at the Note rate from the date of expenditure until
     repaid. Expenses covered by this paragraph include, without limitation,
     however subject to any limits under applicable law, Lender's attorneys'
     fees whether or not there is a lawsuit, including attorneys' fees for
     bankruptcy proceedings (including efforts to modify or vacate any automatic
     stay or injunction), appeals and any anticipated post-judgment collection
     services, the cost of searching records, obtaining title reports (including
     foreclosure reports), surveyors' reports, appraisal fees, title insurance,
     and fees for the Trustee, to the extent permitted by applicable law.
     Trustor also will pay any court costs, in addition to all other sums
     provided by law.

     Rights of Trustee. Trustee shall have all of the rights and duties of
     Lender as set forth in this section.

POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the
powers and obligations of Trustee are part of this Deed of Trust.

     Powers of Trustee. In addition to all powers of Trustee arising as a matter
     of law, Trustee shall have the power to take the following actions with
     respect to the Property upon the written request of Lender and Trustor: (a)
     join in preparing and filing a map or plat of the Real Property, including
     the dedication of streets or other rights to the public; (b) join in
     granting any easement or creating any restriction on the Real Property; and
     (c) join in any subordination or other agreement affecting this Deed of
     Trust or the interest of Lender under this Deed of Trust.

     Obligations to Notify. Trustee shall not be obligated to notify any other
     party of a pending sale under any other trust deed or lien, or of any
     action or proceeding in which Trustor, Lender, or Trustee shall be a party,
     unless the action or proceeding is brought by Trustee.

     Trustee. Trustee shall meet all qualifications required for Trustee under
     applicable law. In addition to the rights and remedies set forth above,
     with respect to all or any part of the Property, the Trustee shall have the
     right to foreclose by notice and sale, and Lender shall have the right to
     foreclose by judicial foreclosure, in either case in accordance with and to
     the full extent provided by applicable law.

     Successor Trustee. Lender, at Lender's option, may from time to time
     appoint a successor Trustee to any Trustee appointed hereunder by an
     instrument executed and acknowledged by Lender and recorded in the office
     of the recorder of Orange County, California. The instrument shall contain,
     in addition to all other matters required by state law, the names of the
     original Lender, Trustee, and Trustor, the book and page where this Deed of
     Trust is recorded, and the name and address of the successor trustee, and
     the instrument shall be executed and acknowledged by Lender or its
     successors in interest. The successor trustee, without conveyance of the
     Property, shall succeed to all the title, power, and duties conferred upon
     the Trustee in this Deed of Trust and by applicable law. This procedure for
     substitution of trustee shall govern to the exclusion of all other
     provisions for substitution.

NOTICES TO TRUSTOR AND OTHER PARTIES. Any notice under this Deed of Trust shall
be in writing, may be sent by telefacsimile (unless
<PAGE>

12-19-2000                       DEED OF TRUST                            Page 7
                                  (Continued)
================================================================================
otherwise required by law), and shall be effective when actually delivered, or
when deposited with a nationally recognized overnight courier, or, if mailed,
shall be deemed effective when deposited in the United States mail first class,
certified or registered mail, postage prepaid, directed to the addresses shown
near the beginning of this Deed of Trust. Any party may change its address for
notices under this Deed of Trust by giving formal written notice to the other
parties, specifying that the purpose of the notice is to change the party's
address. All copies of notices of foreclosure from the holder of any lien which
has priority over this Deed of Trust shall be sent to Lender's address, as shown
near the beginning of this Deed of Trust. For notice purposes, Trustor agrees to
keep Lender and Trustee informed at all times of Trustor's current address. Each
Trustor requests that copies of any notices of default and sale be directed to
Trustor's address shown near the beginning of this Deed of Trust.

STATEMENT OF OBLIGATION. Lender may collect a fee, in an amount not to exceed
the statutory maximum, for furnishing the statement of obligation as provided by
Section 2943 of the Civil Code of California.

ASSIGNMENT OF RENTS. SEE EXHIBIT "C" ATTACHED HERETO AND MADE A PART HEREOF BY
THIS REFERENCE.

HAZARDOUS MATERIALS INDEMNITY AGREEMENT. SEE EXHIBIT "B" ATTACHED HERETO AND
MADE A PART HEREOF BY THIS REFERENCE.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Deed of Trust:

     Amendments. This Deed of Trust, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Deed of Trust. No alteration of or amendment to
     this Deed of Trust shall be effective unless given in writing and signed by
     the party or parties sought to be charged or bound by the alteration or
     amendment.

     Annual Reports. If the Property is used for purposes other than Trustor's
     residence, Trustor shall furnish to Lender, upon request, a certified
     statement of net operating income received from the Property during
     Trustor's previous fiscal year in such form and detail as Lender shall
     require. "Net operating income" shall mean all cash receipts from the
     Property less all cash expenditures made in connection with the operation
     of the Property.

     Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust,
     duly executed and acknowledged, is made a public record as provided by law.

     Applicable Law. This Deed of Trust has been delivered to Lender and
     accepted by Lender in the State of California. This Deed of Trust shall be
     governed by and construed in accordance with the laws of the State of
     California.

     Caption Headings. Caption headings in this Deed of Trust are for
     convenience purposes only and are not to be used to interpret or define the
     provisions of this Deed of Trust.

     Merger. There shall be no merger of the interest or estate created by this
     Deed of Trust with any other interest or estate in the Property at any time
     held by or for the benefit of Lender in any capacity, without the written
     consent of Lender.

     Severability. If a court of competent jurisdiction finds any provision of
     this Deed of Trust to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances. If feasible, any
     such offending provision shall be deemed to be modified to be within the
     limits of enforceability or validity; however, if the offending provision
     cannot be so modified, it shall be stricken and all other provisions of
     this Deed of Trust in all other respects shall remain valid and
     enforceable.

     Successors and Assigns. Subject to the limitations stated in this Deed of
     Trust on transfer of Trustor's interest, this Deed of Trust shall be
     binding upon and inure to the benefit of the parties, their successors and
     assigns. If ownership of the Property becomes vested in a person other than
     Trustor, Lender, without notice to Trustor, may deal with Trustor's
     successors with reference to this Deed of Trust and the Indebtedness by way
     of forbearance or extension without releasing Trustor from the obligations
     of this Deed of Trust or liability under the Indebtedness.

     Time Is of the Essence. Time is of the essence in the performance of this
     Deed of Trust.

     Waivers and Consents. Lender shall not be deemed to have waived any rights
     under this Deed of Trust (or under the Related Documents) unless such
     waiver is in writing and signed by Lender. No delay or omission on the
     part of Lender in exercising any right shall operate as a waiver of such
     right or any other right. A waiver by any party of a provision of this Deed
     of Trust shall not constitute a waiver of or prejudice the party's right
     otherwise to demand strict compliance with that provision or any other
     provision. No prior waiver by Lender, nor any course of dealing between
     Lender and Trustor, shall constitute a waiver of any of Lender's rights or
     any of Trustor's obligations as to any future transactions. Whenever
     consent by Lender is required in this Deed of Trust, the granting of such
     consent by Lender in any instance shall not constitute continuing consent
     to subsequent instances where such consent is required.

EACH TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST,
AND EACH TRUSTOR AGREES TO ITS TERMS, INCLUDING THE VARIABLE RATE PROVISIONS OF
THE NOTE SECURED BY THIS DEED OF TRUST.

TRUSTOR:

MEDICAL CONTROL SERVICES, INC.

By:_________________________________
   MANUEL OCCIANO, PRESIDENT
<PAGE>

12-19-2000                       DEED OF TRUST                            Page 8
                                  (Continued)
================================================================================
--------------------------------------------------------------------------------
                         CERTIFICATE OF ACKNOWLEDGMENT

STATE OF__________________________)
                                  )ss
COUNTY OF_________________________)

On ________, before me, ________, personally appeared MANUEL OCCIANO, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.




WITNESS my hand and official seal.



Signature______________________________                         (Seal)


--------------------------------------------------------------------------------
                                (DO NOT RECORD)
                         REQUEST FOR FULL RECONVEYANCE
           (To be used only when obligations have been paid in full)

To: ______________________________, Trustee

The undersigned is the legal owner and holder of all Indebtedness secured by
this Deed of Trust. All sums secured by this Deed of Trust have been fully paid
and satisfied. You are hereby directed, upon payment to you of any sums owing to
you under the terms of this Deed of Trust or pursuant to any applicable statute,
to cancel the Note secured by this Deed of Trust (which is delivered to you
together with this Deed of Trust), and to reconvey, without warranty, to the
parties designated by the terms of this Deed of Trust, the estate now held by
you under this Deed of Trust. Please mail the reconveyance and Related Documents
to:

_________________________________________________________________.
Date:___________________________        Beneficiary:__________________________
                                                 By:__________________________
                                                 Its:_________________________

================================================================================
<PAGE>

EXHIBIT "A" ATTACHED TO DEED OF TRUST DATED DECEMBER 19, 2000 EXECUTED BY
MEDICAL CONTROL SERVICES, INC.:

Parcel "A":

Parcel 2, in the City of Cypress, County of Orange, State of California, as per
map filed in Book 86, Page 5 of Parcel Maps, in the office of the County
Recorder of said County.

Parcel "B":

A Non-Exclusive Easement for Ingress and Egress and Automobile Parking thereon,
to the extent reasonably necessary for access and parking automobiles, as
granted to E.P. Investments, III, a California Limited Partnership, by an
Instrument entitled Agreement and Easement Deeds for Non-Exclusive Reciprocal
Parking Easements recorded April 10, 1979 in Book 13100, Page 1626, Official
Records.

Affecting: That property located in the City of Cypress, County of Orange, State
of California, described as Parcel Maps, filed in Book 86, Page 5 of Parcel
Maps, in the office of the County Recorder of said County, more fully described
as follows:

Beginning at the Northwest corner of said Parcel 1; Thence 0(degrees) 22' 38"
Southeast along the Westerly line of said Parcel 1, 10.00 feet to the true point
of beginning; Thence continuing South 0(degrees) 22' 38' East along said
Westerly line, 170.00 feet; Thence North 89(degrees) 37' 22" East, 20.00 feet;
Thence South 0(degrees) 24' 30" East 15.00 feet to a point 5.00 feet Northerly
of the Southerly line of said Parcel 1; Thence North 89(degrees) 35' 30" East
along a line 5.00 feet Northerly and parallel to the Southerly line of said
Parcel 1, 270.00 feet; Thence North 0(degrees) 24' 30" West, 15.00 feet; Thence
North 89(degrees) 37' 22" East, 20.00 feet, more or less, to the Easterly line
of said Parcel 1; Thence North 0(degrees) 22' 38" West 170.00 feet to a point
10.00 feet Southerly of the Northeast corner of said Parcel 1; Thence South
89(degrees) 37' 22" West, 20.00 feet; Thence North 0(degrees) 24' 30" West,
10.00 feet to the Northerly line of said Parcel 1; Thence along said Northerly
line South 89(degrees) 35' 30" West, 25.00 feet; Thence South 0(degrees) 24'
30"East 10.00 feet; Thence South 89(degrees) 35' 30" West, 15.00 feet; Thence
South 0(degrees) 24' 30" East, 40.17 feet; Thence North 89(degrees) 35' 30" East
15.00 feet; Thence South 0(degrees) 24' 30" East, 18.83 feet; Thence South
89(degrees) 35' 30" West, 20.00 feet; Thence South 0(degrees) 24' 30" East,
61.00 feet; Thence South 89(degrees) 35' 30" West, 51.00 feet; Thence South
0(degrees) 24' 30" East, 5.00 feet; Thence South 89(degrees) 35' 30" West, 56.00
feet; Thence North 0(degrees) 24' 30" West, 5.00 feet; Thence South 89(degrees)
35' 30" West, 12.00 feet; Thence South 0(degrees) 24' 30" East, 20.00 feet;
Thence South 89(degrees) 35' 30" West, 29.00 feet; Thence North 0(degrees) 24'
30" West, 15.00 feet; Thence South 89(degrees) 35' 30" West 37.00 feet; Thence
North 0(degrees) 24' 30" West, 67.00 feet; Thence South 89(degrees) 35' 30"
West, 15.00 feet; Thence North 0(degrees) 24' 30" West, 17.83 feet; Thence North
89(degrees) 35' 30" East, 15.00 feet; Thence North 0(degrees) 24' 30" West,
40.17 feet; Thence South 89(degrees) 35' 30" West, 15.00 feet; Thence North
0(degrees) 24' 30" West, 10.00 feet to the Northerly line of said Parcel 1;
Thence South 89(degrees) 35' 30" West, 25.00 feet; Thence South 0(degrees) 24'
30" East, 10.00 feet; Thence South 89(degrees) 35' 30" West, 20.00 feet, more or
less, to the true point of beginning.

Property commonly known as: 5400 Orange Avenue, Cypress, CA 90630
<PAGE>

EXHIBIT "B" ATTACHED TO THAT CERTAIN DEED OF TRUST DATED DECEMBER 19, 2000
EXECUTED BY MEDICAL CONTROL SERVICES, INC.:

                    Hazardous Materials Indemnity Agreement
                    ---------------------------------------

1.   Trustor hereby represents to Beneficiary that neither Trustor nor, to the
best of its knowledge, after having made reasonable and appropriate inquiry, any
current or previous owner, tenant, occupant or user of the real property secured
hereby ("Property"), has used, generated, released, discharged, stored,
installed or disposed of any Hazardous Material on, under, in, about or near the
Property, nor have any of them transported Hazardous Material to, from or across
the Property. In addition, Trustor covenants as follows:

          (a)  Trustor will not, nor will Trustor permit or suffer any of its
partners, officers, employees, agents, tenants, or any other licensee or invitee
or trespasser to cause or permit any Hazardous Materials to be brought upon,
kept, or used or disposed of on, under, in or about the Property.

          (b)  If Trustor breaches the representations, covenants, or
obligations stated in this paragraph 1, or if by any other cause whatsoever the
presence of Hazardous Materials on, under, in about or near the Property results
in the contamination of the Property or other properties by Hazardous Materials,
then, in addition to other remedies available to Beneficiary, Trustor shall, at
its sole cost and expense, indemnify, defend and hold Beneficiary and its
officers, employees, agents, affiliates and successors-in-interest harmless from
any and all losses, obligations, claims, judgments, damages, penalties, fines,
costs, liabilities, expenses, including actual attorneys' fees and costs, and
the costs of any clean-up, and any other losses which may arise at any time as a
result of such contamination, or allegation thereof by a governmental agency, or
the determination by any court or governmental agency, or by Beneficiary or its
successor-in-interest, that the uses of the Property must be limited or that the
Hazardous Materials should be removed and the damage to the Property and its
environs restored.

          (c)  The indemnifications of Beneficiary, and its officers, employees,
agents, affiliates and successors-in-interest by Trustor contained in this
paragraph 1 includes, without limitation, costs incurred in connection with any
investigation of site conditions, or any cleanup, remedial removal or
restoration where required by any Federal, state or local governmental agency or
political subdivision, or by any insurance company, or by Beneficiary or its
successor-in-interest in the exercise of its reasonable discretion, because of
Hazardous Material present in the soil, ground, water, air, any improvements
("Improvements") located on the Property, or otherwise in, on, under, about or
near the Property.

          (d)  Without limiting the foregoing, if the presence of any Hazardous
Material in, on, under, about or near the Property is caused or permitted by
Trustor, its tenants, or either of their successors-in-interest, officers,
employees, agents, licensees or invitees, or by trespassers, and results in any
contamination of the Property or other properties, Trustor shall take all
actions at its sole cost and expense as are necessary to return the Property to
the condition existing prior to the introduction of any such Hazardous Materials
to the Property; provided that the Beneficiary's approval of such an action
shall be first obtained, which approval shall not be unreasonably withheld as
long as such actions would not potentially have an adverse material long-term or
short-term effect on the Property.

          (e)  The foregoing clean-up and indemnification obligations shall
survive the reconveyance or foreclosure of any Deed of Trust securing Borrower's
obligations under the Loan.

          (f)  Trustor also agrees: (i) to provide Beneficiary with copies of
any communications between Trustor, or its tenants, officers, employees, agents
or predecessors or successors-in-interest,
<PAGE>

licensees or invitees and any third parties, including but not limited to,
governmental authorities relative to any Hazardous Material on, under, in, about
or near or affecting the Property; and (ii) that nondisclosure of any such
communication prior to the closing of the Loan shall be deemed an affirmative
representation that no such communication has been received by or is known to
Trustor, its officers, employees or agents; and (iii) the Beneficiary is hereby
granted the right (but not the obligation) to participate in any proceeding with
any governmental agency or court relative to any Hazardous Materials on, in,
under, about, near or affecting the Property.

          (g)  As used herein the term "Hazardous Materials" means any
hazardous, toxic or infectious substance, material, gas or waste which is or
becomes regulated by any governmental authority, or the United States
Government, or any of their agencies, or which has been identified as a toxic,
cancer causing or otherwise hazardous substance. The term "Hazardous Materials"
includes, without limitation, any material or substance which is: (a) defined as
a "hazardous waste, " "extremely hazardous waste" or "restricted hazardous
waste" under Sections 25115, 25117 or 25122.7, or is listed pursuant to Section
25140, of the California Health and Safety Code, Division 20, Chapter 6.5, as it
may from time to time be amended (the "Hazardous Waste Control Law"); (b)
defined as a "hazardous substance" under Section 25316 of the California Health
and Safety Code, Division 20, Chapter 6.8 as now existing or hereinafter amended
(the "Carpenter-Presley-Tanner Hazardous Substance Account Act"); (c) defined as
a "hazardous material, " "hazardous substance" or "hazardous waste" under
Section 25501 of the California Health and Safety Code, Division 20, Chapter
6.95 as presently existing or hereinafter amended (the "Hazardous Materials
Release Response Plans and Inventory"); (d) defined as a "hazardous substance"
under Section 25281 of the California Health and Safety Code, Division 20,
Chapter 6.7 as presently existing or hereinafter amended (the "Underground
Storage of Hazardous Substances Act"); (e) petroleum; (f) polychlorinated
biphenyls (PCB); (g) asbestos; (h) listed under Article 9 or defined as
"hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the
California Administrative Code, Division 4, Chapter 20, as now existing or
hereinafter amended; (i) designated as a "hazardous substance" pursuant to
Section 307 of the Federal Water Pollution Control Act (33 U.S.C. 1317), as
presently existing or hereinafter amended or designated as a "hazardous
substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. 1251 et
seq. (33 U.S.C. 1321); (j) defined as a "hazardous waste" pursuant to Section
1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. 69012 et
seq. (42 U.S.C. 6903), as presently existing or hereinafter amended; or (k)
defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq.
(42 U.S.C. 9601), as presently existing or hereafter amended.

          (h)  Trustor also represents that the Property is not a "hazardous
waste property" or within a "border zone" as defined in California Health and
Safety Code 25117.3 and 25 117.4 nor is the Property subject to the requirements
for notice to the California Department of Health Services, as such notice
requirement is defined in California Health and Safety Code 25221(a) as
presently existing.

          (i)  Trustor also represents that the Property and its intended use
complies with all applicable laws and governmental regulation including, without
limitation, all applicable Federal, state and local laws pertaining to air and
water quality, waste disposal and other environmental matters, including but not
limited to, the clean water, clean air, federal water pollution control, solid
waste disposal, resource conservation recovery and comprehensive environmental
response compensation and liability acts enacted by the U.S. Congress, and the
California Environmental Quality Act and all regulations adopted by the State of
California pursuant thereto, and the rules and regulations and ordinances of the
county and city in which the Property is located concerning air and water
quality, waste disposal and other environmental matters, and the rules and
regulations of the California Department of Health Services, the regional Water
Quality Control Board, the regional Air Quality Management District, the
California State Water Resources Control Board, the U.S. Environmental
Protection Agency, and all other applicable Federal, state and local agencies
and bureaus.

<PAGE>

          (j)  Trustor acknowledges that this is an "Environmental Contract" as
described in California Code of Civil Procedure, Section 736.

               The breach by Trustor of any representation or covenant contained
in this paragraph 1 shall constitute an immediate event of default hereunder,
affording to Beneficiary any and all remedies for said default available
hereunder or under applicable law.

2.   Upon a default hereunder by Trustor, Beneficiary shall have each of the
following remedies, in addition to any other remedies, hereunder or under
applicable law, which Beneficiary may otherwise have for said default:

          (a)  Beneficiary or its employees, acting by themselves or through a
court-appointed receiver, may: (i) enter upon, possess, manage, operate, dispose
of, and contract to dispose of the Property or any part thereof; (ii) take
custody of all accounts; (iii) negotiate with governmental authorities with
respect to the Property's environmental compliance and remedial measures; (iv)
take any action necessary to enforce compliance with environmental provisions,
including but not limited to spending rents to abate the problem; (v) make,
terminate, enforce or modify leases of the Property upon such terms and
conditions as Beneficiary deems proper; (vi) contract for goods and services,
hire agents, employees, and counsel, make repairs, alterations, and improvements
to the Property necessary, in Beneficiary's judgment, to protect or enhance the
security hereof; (vii) incur the risks and obligations ordinarily incurred by
owners of property (without any personal obligation on the part of the
receiver); and/or (viii) take any and all other actions which may be necessary
or desirable to comply with Trustor's obligations hereunder and under any other
documents (collectively "Loan Documents") executed by Borrower in connection
with the Loan. All sums realized by Beneficiary under this subparagraph, less
all costs and expenses incurred by it under this subparagraph, including
attorney fees, and less such sums as Beneficiary deems appropriate as a reserve
to meet future expenses under the subparagraph, shall be applied on any
indebtedness secured hereby in such order as Beneficiary shall determine.
Neither application of said sums to said indebtedness, nor any other action
taken by Beneficiary under this subparagraph shall cure or waive any event of
default or notice of default hereunder, or nullify the effect of any such notice
of default. Beneficiary, or any employee or agent of Beneficiary, or a receiver
appointed by a court of competent jurisdiction, may take any action or
proceeding hereunder without regard to: (A) the adequacy of the security for
the indebtedness secured hereunder; (B) the existence of a declaration that the
indebtedness secured hereby has been declared immediately due and payable; or
(C) the filing of a notice of default.

          (b)  With or without notice, and without releasing Borrower from any
obligation hereunder, to cure any default of Trustor and, in connection
therewith, Beneficiary or its agents, acting by themselves or through a court
appointed receiver, may enter upon the Property or any part thereof and perform
such acts and things as Beneficiary deems necessary or desirable to inspect,
investigate, assess, and protect the security hereof, including without
limitation of any of its other rights: (i) to obtain a court order to enforce
Beneficiary's right to enter and inspect the Property under California Civil
Code Section 2929.5, to which the decision of Lender as to whether there exists
a release or threatened release of a Hazardous Material onto the Property shall
be deemed reasonable and conclusive as between the parties hereto; and (ii) to
have a receiver appointed under California Code of Civil Procedure Section 564
to enforce Beneficiary's right to enter and inspect the Property for Hazardous
Materials. All costs and expenses incurred by Beneficiary with respect to the
audits, tests, inspections, and examinations which Beneficiary or its agents or
employees may conduct, including the fees of the engineers, laboratories,
contractors, consultants, and attorneys, shall be paid by Trustor immediately
upon demand by Beneficiary. All costs and expenses incurred by Trustee and
Beneficiary pursuant to this subparagraph (including without limitation court
costs, consultant fees and attorney fees, whether incurred in litigation or not
and whether before or after judgment)

<PAGE>

shall bear interest at the default rate of interest ("Default Rate") set forth
in the promissory note ("Note") secured hereby, from the date they are incurred
until said sums have been paid.

     (c)  To seek a judgment that Trustor has breached its covenants,
representations and/or warranties with respect to the Hazardous Materials, as
set forth in paragraph 1 above, by commencing and maintaining an action or
actions in any court of competent jurisdiction for breach of contract pursuant
to California Code of Civil Procedure Section 736, whether commenced prior to
foreclosure of the Property of after foreclosure of the Property, and to seek
the recovery of any and all costs, damages, expenses, fees, penalties, fines,
judgments, indemnification payments to third parties, and other out-of-pocket
costs or expenses actually incurred by Beneficiary (collectively, the
"Environmental Costs") incurred or advanced by Beneficiary relating to the
cleanup, remediation or other response action required by applicable law or to
which Beneficiary believes necessary to protect the Property, it being
conclusively presumed between Beneficiary and Trustor that all such
Environmental Costs incurred or advanced by Beneficiary relating to the cleanup,
remediation or other response action of or to the Property were made by
Beneficiary in good faith. All Environmental Costs incurred by Beneficiary under
this subparagraph (including without limitation court costs, consultant fees and
attorney fees, whether incurred in litigation or not and whether before or after
judgment) shall bear interest at the Default Rate from the date of expenditure
until said sums have been paid. Beneficiary shall be entitled to bid, at any
foreclosure sale of the Property, the amount of said costs, expenses and
interest in addition to the amount of the other obligations hereby secured as a
credit bid, the equivalent of cash. Trustor acknowledges and agrees that
notwithstanding any term or provision contained herein or in the Loan Documents:
(i) the Environmental Costs shall be exceptions to any nonrecourse or
exculpatory provision of the Loan Documents; (ii) Trustor shall be fully and
personally liable for the Environmental Costs hereunder; (iii) such liability
shall not be limited to the original principal amount of the obligations secured
by this Deed of Trust; and (iv) Trustor's obligations shall survive the
foreclosure, deed in lieu of foreclosure, release, reconveyance, or any other
transfer of the Property or this Deed of Trust. For the purposes of any action
brought under this subparagraph, Borrower hereby waives the defense of laches,
and any applicable statute of limitations.

     (d)  To waive its lien against the Property or any portion thereof, whether
fixtures or personal property, to the extent such property is found to be
environmentally impaired in accordance with California Code of Civil Procedure
Section 726.5 and to exercise any and all rights and remedies of an unsecured
creditor against Trustor and all of Trustor's assets and property for the
recovery of any deficiency and Environmental Costs, including, but not limited
to, seeking an attachment order under California Code of Civil Procedure Section
483.010. As between Beneficiary and Trustor, for purposes of California Code of
Civil Procedure Section 726.5, Trustor shall have the burden of proving that
Trustor or any related party (or any affiliate or agent of Trustor or any
related party) was not in any way negligent in permitting the release or
threatening release of the Hazardous Material. Trustor acknowledges and agrees
that notwithstanding any term or provision contained herein or in the Loan
Documents, all judgments and awards entered against Trustor shall be exceptions
to any nonrecourse or exculpatory provision of the Loan Documents, and Trustor
shall be fully and personally liable for all judgments and awards entered
against Trustor hereunder and such liability shall not be limited to the
original principal amount of the obligations secured by this Deed of Trust and
Trustor's obligations shall survive the foreclosure, deed in lieu of
foreclosure, release, reconveyance, or any other transfer of the Property or
this Deed of Trust. For the purpose of any action brought under this
subparagraph, Trustor hereby waives the defense of laches and any applicable
statute of limitations.

     (e)  All rights and remedies of Beneficiary hereunder are cumulative and in
addition to all rights and remedies provided in the Loan Documents or by
applicable law.
<PAGE>

The parties hereto intend the provisions of this Exhibit "B" to replace and
supersede the paragraph in the Deed of Trust entitled "Hazardous Substances".
<PAGE>

EXHIBIT "C" ATTACHED TO THAT CERTAIN DEED OF TRUST DATED DECEMBER 19, 2000
EXECUTED BY MEDICAL CONTROL SERVICES, INC.:

                              ASSIGNMENT OF RENTS

Trustor hereby absolutely and unconditionally assigns and transfers to
Beneficiary all the leases (including all security deposits, guarantees and
other security at any time given as security for the performance of the
obligations of the tenants thereunder), income, rents, issues, deposits, profits
and proceeds of the property to which Trustor may be entitled, whether now due,
past due or to become due, and hereby gives to and confers upon Beneficiary the
right, power and authority to collect such income, rents, issues, deposits,
profits and proceeds. This assignment of the leases, income, rents, issues,
deposits, profits and proceeds constitutes an irrevocable direction and
authorization of all tenants under the leases to pay all rent, income and
profits to Beneficiary upon demand and without further consent or other action
by Trustor. This is an absolute assignment, not an assignment for security only,
and Beneficiary's right to rents, issues and profits is not contingent on
Beneficiary's possession of all or any portion of the property. Trustor
irrevocably appoints Beneficiary its true and lawful attorney-in-fact, at the
option of Beneficiary at any time, to demand, receive and enforce payment, to
give receipts, releases and satisfactions, and to sue, either in the name of
Trustor or in the name of the Beneficiary, for all such income, rents, issues,
deposits, profits and proceeds and apply the same to the indebtedness secured
hereby, it is understood and agreed that neither the foregoing assignment of
leases, income, rents, issues, deposits, profits and proceeds to Beneficiary nor
the exercise by Beneficiary of any of its rights or remedies under this Section
or under any similar provision of the Deed of Trust shall be deemed to make
Beneficiary a "mortgagee-in-possession" or otherwise obligated, responsible or
liable in any manner with respect to the property or the use, occupancy,
enjoyment or operation of all or any portion thereof. Notwithstanding anything
to the contrary contained herein or in the obligation secured hereby, so long as
no event which is, or with notice or passage of time or both would constitute,
an event of default shall have occurred, Trustor shall have a license to collect
all income, rents, issues, profits and proceeds from the property as trustee for
the benefit of Beneficiary and Trustor, and Trustor shall apply the funds so
collected first to the payment of the indebtedness secured hereby which are then
due and payable in such manner as Beneficiary elects and thereafter to the
account of Trustor. Upon the occurrence of such event, such license shall be
deemed revoked and any rents received thereafter by Trustor shall be held by
Trustor in trust for the benefit of Beneficiary and shall be delivered in kind
to Beneficiary immediately upon receipt thereof by Trustor. Upon the occurrence
of such event, Trustor agrees to deliver the original copies of all leases to
Beneficiary. Trustor hereby irrevocably constitutes and appoints Beneficiary its
true and lawful attorney-in-fact to enforce, in Trustor's name or in
Beneficiary's name or otherwise, all rights of Trustor in the instruments,
including without limitation, checks and money orders, tendered as payments of
rents and to do any and all things necessary and proper to carry out the
purposes hereof.