Exhibit 10.01

                     Medical Capital Management Corporation
                            Master Service Agreement

This Master Service  Agreement,  including the Exhibits and Appendices  attached
hereto  ("Agreement"),  is entered into among: Medical Capital Management,  Inc.
("Company"),  Medical  Tracking  Services,  Inc.  ("Servicer"),  and Zions First
National Bank ("Trustee") effective _____________.

                              STATEMENT OF PURPOSE

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

1.      AGREEMENT

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

2.      SCOPE

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

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

3.      DEFINITIONS

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

3.2     AFFILIATE  OF  ANY  SPECIFIED   PERSON  means  any  person  directly  or
        indirectly  controlling  or  controlled  by or under  direct or indirect
        common  control with such specified  person.  Control means the power to
        direct the management and policies of such person.

3.3     BATCH means a group of Healthcare  and other types of Business  Accounts
        Receivable  purchased by the Company from a single Health Care Client or
        Business on a particular date.
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3.4     BUSINESS DAY means each Monday, Tuesday, Wednesday,  Thursday and Friday
        which is a day (i) on which  banking  institutions  in the city of Reno,
        Nevada,  where  the  corporate  trust  office or the  corporation  trust
        operations  office for the Trustee are  located  and are  authorized  or
        obligated by law or executive order to close.

3.5     CASH  PERCENTAGE,  ALSO  CALLED  ADVANCE  RATE,  shall  be  equal  to  a
        designated  percentage  established  for a  client  of  Company  in  the
        Purchase Agreement or other Agreement by and between the Company and its
        Client(s)  which  percentage  shall  be  identified  by the  Company  to
        Servicer for such Client(s).

3.6     CASH PORTION OR CASH  ADVANCE  with  respect to a  Healthcare  and other
        types of Business  Accounts  Receivable  shall mean the Cash  Percentage
        times the Expected Net Receivable.

3.7     COMPENSABLE RECEIVABLES means all Healthcare and other types of Business
        Accounts  Receivable  purchased  by the  Company  and  submitted  by the
        Company  to the  Servicer  for  servicing.  However,  with  respect to a
        skilled  nursing  facility or a nursing home, room and board charges for
        each patient  during any  calendar  month shall be deemed to be a single
        Compensable Receivable  notwithstanding purchases by the Company of such
        Healthcare Receivables on a weekly basis during a calendar month.

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

3.9     EFFECTIVE  DATE  means  the  date  of  execution  and  delivery  of this
        Agreement.

3.10    EVENT OF DEFAULT by Servicer has the meaning specified in Paragraph 7.1.

3.11    EVENT OF DEFAULT by the Company has the meaning  specified  in Paragraph
        7.2.

3.12    EXPECTED NET  RECEIVABLE  (ENR) with  respect to a Healthcare  and other
        types of  Business  Accounts  Receivable,  shall mean an amount for such
        Receivable  which shall be  calculated by Servicer by:  multiplying  the
        Expected Net  Receivable  percentage  determined by the Company;  or its
        Administrator  or  authorized  agent(s),   times  gross  amount  of  the
        Healthcare and other types of Business Accounts Receivable.

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

3.14    HEALTHCARE  RECEIVABLES  means, with respect to each Client, the patient
        accounts  existing or  hereafter  created on the records of such Client,
        any and all rights to receive  payments  due on such  accounts  from any
        Third Party Obligor under or in respect of such account and all proceeds
        in any way  derived,  whether  directly or  indirectly,  from any of the
        foregoing.
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3.15    HEALTHCARE  INSURER OR  OBLIGOR  means any Payor  which in the  ordinary
        course of its business or activities  agrees to pay for healthcare goods
        and services received by individuals,  including a commercial  insurance
        company,  a nonprofit  insurance company (such as Blue Cross/Blue Shield
        entity),  an employer or union which self-insures for employee or member
        health insurance and a health maintenance  organization  approved by the
        Company  other  than a  Governmental  Entity  which is  responsible  for
        payment of all or any  portion or a  Healthcare  Receivable.  An Insurer
        includes  any  insurance  companies  issuing  health,  personal  injury,
        workmen's compensation or other types of insurance, but does not include
        any individual guarantors.

3.16    LOCKBOX  ACCOUNT means a Lockbox  account  established by the Company or
        the  Trustee,  or the  Servicer  on  behalf  of  the  Company,  for  the
        collection of Healthcare and other types of Business Accounts Receivable
        purchased by the Company.

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

3.18    NOTE  ISSUANCE  AND  SECURITY  AGREEMENT  - the Note  agreement,  by and
        between the Company and its Trustee, as amended from time to time, which
        provides the terms and conditions of  securitization  for the promissory
        notes, and by which the Trustee  administers the payments to the secured
        promissory note holders.

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

3.20    OFFICER'S CERTIFICATE means a certificate that has been signed on behalf
        of the Servicer by an individual  who is identified in that  certificate
        as an Officer of the Servicer.

3.21    PARTICIPATION  INTEREST with respect to a Healthcare  and other types of
        Business  Accounts   Receivable,   means  a  percentage  which  will  be
        identified  by the Company to Servicer  with respect to each  Receivable
        purchased by the Company or its designee  such  percentage  will be used
        pursuant to The Purchase  Agreement to  determine  the amount  collected
        with respect to such Receivables in excess of the Sharing  Breakpoint to
        be paid to the Client.

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

3.23    PURCHASE  AGREEMENT means the agreement between the Company and a Health
        Care  Client or other type of  Business  pursuant to which the Client or
        Business agrees to sell the Company its Receivables substantially in the
        form set forth on Exhibit C hereto.

3.24    HEALTH CARE CLIENT,  OR CLIENT means a hospital,  medical  practitioner,
        nursing home, professional service corporation, clinic, medical group or
        any  other  Client of  healthcare  goods or  services,  each of which is
        acceptable  to Servicer as  identified  by a Federal and or State Client
        Identification  Number, or a separate  geographic location and which has
        entered into a Purchase Agreement.
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3.25    PURCHASED  ACCOUNT FILE means, with respect to each Healthcare and other
        types of Business  Accounts  Receivable  purchased by the  Company,  the
        related billing and invoicing forms,  patient consent to payment and all
        other medical documents and  authorizations  necessary to obtain payment
        from any Payor or Obligor.

3.26    REPURCHASE  PRICE with  respect  to an  Unacceptable  Account,  means an
        amount equal to (i) the Sharing Breakpoint for such Unacceptable Account
        plus (ii) interest equal to 18% per annum or such lesser rate identified
        to Servicer by the Company on such  difference  from and  including  the
        date that  payment of the  Repurchase  Price is demanded to the date the
        Repurchase Price is paid.

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

3.28    THIRD PARTY  HEALTHCARE  PAYOR  means a  commercial  Insurer,  a private
        insurer,  a  company  that  is  self-insured,  or  a  federal  or  state
        governmental  agency  that  is  responsible  for  payment  of all or any
        portion of a Healthcare Receivable.

3.29    TRUSTEE - the term Trustee shall refer to the  designated  entity acting
        as Indentured  Trustee  under the Note  Issuance and Security  Agreement
        pursuant to which the Company is purchasing  Healthcare  and other types
        of Business Accounts Receivable.

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

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

4.1     OBTAINING  HEALTHCARE  AND OTHER TYPES OF BUSINESS  ACCOUNTS  RECEIVABLE
        DATA  RECORDS.  The Company or its designee will instruct each Client to
        furnish  Servicer  with  all  information  and  data  relating  to  each
        Compensable  Receivable  which is necessary  for the Servicer to perform
        its  duties as  described  in the  relevant  Exhibits  attached  to this
        Agreement for each Component Agreement.  In the event the information or
        data provided by the Client to Servicer requires clarification, Servicer
        will communicate directly with the Client to obtain such clarification.
<PAGE>
4.2     REPORTING ON  RECEIVABLES.  In addition to the information set forth and
        described in the relevant  Exhibit for each  Component  Agreement to the
        extent required (i) for the preparation of the required  reports (to the
        extent  that  such  information  is  different  from  prior  information
        submitted to Servicer); (ii) for Servicer to identify the Client and its
        receivables  and to set it up on its systems  and (iii) for  Servicer to
        identify the  parameters  that the Company  utilizes  for entering  into
        transactions  with  such  Client.   Company  will  assure  the  required
        information is timely supplied to Servicer by Company or Client.

4.3     POSSESSION OF RECEIVABLE  DOCUMENTS.  Unless otherwise  specified herein
        for two (2) years from the  resolution of the claim  represented  by the
        respective  Compensable  Receivable  for  which  Servicer  has  provided
        servicing or billing services.  Servicer shall maintain, for the benefit
        of the Company and the Trustee,  physical possession of good and legible
        copies  (which  copies  may  consist  of or  electronic  media)  of  the
        Purchased  Account  File with  respect  to each  Compensable  Receivable
        purchased  by the  Company,  together  with such  other  instruments  or
        documents that modify or supplement  the Purchased  Account File and all
        other  instruments  and  documents  generated  by  or  coming  into  the
        possession  of Servicer  that are  required to document or service  such
        Receivable;  including but not limited to, insurance claim files, ledger
        showing  payment  records,  the  premium  receipts,  correspondence  and
        current and historical  computerized  data files,  whether  developed or
        originated  by  Servicer  or others  who have  delivered  such  items to
        Servicer.  No earlier  than the end of twenty  four (24) months from the
        date on which the respective Compensable Receivable was purchased by the
        Company, Servicer will notify the Company of the proposed destruction of
        the foregoing  documents and  electronic  media and, if requested by the
        Company  within  ten  (10)  days  of  the  Company's   receipt  of  such
        notification,  transfer physical  possession of the foregoing  documents
        and electronic media to the Company of the applicable  Client.  Any such
        transfer shall be at the Company's cost. If the Company does not request
        such  transfer  within such ten (10) day  periods,  Servicer may destroy
        such  documents  and  electronic  media.  Prior  to  destruction,   each
        Purchased  Account  File  shall  remain  the  property  of  the  Company
        regardless of whether Servicer or the Company has physical possession.

4.4     DATA  PROCESSING OF INFORMATION  SUPPLIED  PURSUANT TO PARAGRAPH 4.1 AND
        PARAGRAPH 4.2. Servicer shall enter into the applicable tracking system,
        either  by  electronic   data   interchange  or  manually  the  accounts
        receivable  data necessary to adequately and properly  service,  monitor
        and  report  on  the  receivables  delivered  to  Servicer  pursuant  to
        Paragraph 4.1 above. Servicer will make every effort to maintain data in
        a manner that complies with all federal and state requirements regarding
        maintaining  the  confidentiality  of the  contents  of the  receivables
        files.

4.5     OBTAINING  DATA AND  RECORDS ON OTHER  ASSETS  SECURED BY  COMPANY.  The
        Company,  or its designee will instruct each Client to furnish  Servicer
        with all information and data relating to each Asset that is Secured for
        lending,  investment,  or ownership purposes by Company. The information
        to be provided to the  Servicer by the Client of the Company  will be in
        sufficient  detail to allow the  Servicer  to maintain  appropriate  and
        adequate  data to  monitor,  track and report on in  sufficient  detail.
        Servicer  shall  maintain  fixed  asset  ledgers  and loan  amortization
        schedules  on  collateral  such as  equipment  and  buildings  that  are
        secured.   The  Servicer  will  be  responsible  for  obtaining  initial
        appraisals of equipment and  buildings.  These  appraisals  will also be
        done on an annual basis and when it is apparent that the market value of
        the asset has changed.  If notes are purchased from companies related by
        ownership,  or control to Company, the Servicer will maintain records of
        note  amortization  and note payments.  In the event the  information or
        data provided by the Client to Servicer requires clarification, Servicer
        will communicate directly with the Client to obtain such clarification.
<PAGE>
4.6     REPORTING ON OTHER COLLATERAL.  In addition to the information set forth
        and described in the relevant Exhibits to this Agreement,  Servicer will
        report fully and promptly,  on a periodic  basis,  regarding the nature,
        value, transactions and other relevant information regarding the secured
        collateral.  Reporting  will be done by the  Servicer to the Trustee and
        the Company.  Periodic  reports will be sent to each Client  listing the
        balances and transactions in their respective accounts.

4.7     POSSESSION OF RECEIVABLE  DOCUMENTS.  Unless otherwise specified herein,
        for two (2) years from the  resolution of the claim  represented  by the
        respective  Compensable  Receivable  for  which  Servicer  has  provided
        servicing or billing services,  Servicer shall maintain, for the benefit
        of the Company and the Trustee,  physical possession of good and legible
        copies  (which  copies  may  consist  of or  electronic  media)  of  the
        Purchased  Account  Files with  respect to each  Compensable  Receivable
        purchased  by the  Company,  together  with such  other  instruments  or
        documents that modify or supplement  the Purchased  Account File and all
        other  instruments  and  documents  generated  by  or  coming  into  the
        possession  of Servicer  that are  required to document or service  such
        Receivable;  including but not limited to, insurance claim files, ledger
        showing  payment  records,  the  premium  receipts,  correspondence  and
        current and historical  computerized  data files,  whether  developed or
        originated  by  Servicer  or others  who have  delivered  such  items to
        Servicer . No earlier  than the end of twenty  four (24) months from the
        date on which the respective Compensable Receivable was purchased by the
        Company, Servicer will notify the Company of the proposed destruction of
        the foregoing  documents and  electronic  media and, if requested by the
        Company  within  ten  (10)  days  of  the  Company's   receipt  of  such
        notification,  transfer physical  possession of the foregoing  documents
        and electronic media to the Company of the applicable  Client.  Any such
        transfer shall be at the Company's cost. If the Company does not request
        such  transfer  within such ten (10) day  periods,  Servicer may destroy
        such  documents  and  electronic  media.  Prior  to  destruction,   each
        Purchased  Account  File  shall  remain  the  property  of  the  Company
        regardless of whether Servicer or the Company has physical possession.

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

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

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

        (ii)  Servicer is to be paid a fee of $1,500 (one thousand five hundred)
        per new client for establishing a new electronic data interface  between
        the new client's billing system and the tracking system of Servicer;
<PAGE>
        (iii)  Servicer  is to be paid a fee of $2.00  (two  dollars)  per claim
        posted  on its  tracking  system.  This  posting  process  includes  the
        entering on the tracking system of the billing charges and also entering
        on the tracking  system the payments  received from the various  payors.
        This charge is the same if the entries are facilitated  manually,  or by
        electronic  data  interface  posting.  This charge  also  applies if the
        client  provides the Servicer  with billing  claims that  duplicate  the
        claims that have been previously provided to the Servicer;

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

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

5.      COVENANTS

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

5.2     SERVICER'S AGREEMENT NOT TO TERMINATE.

5.2.1   Except as provided in Paragraph  5.2.2,  in event of Company default and
        failure  to cure that  default  within  thirty  (30) days of  receipt of
        written  notification from Servicer,  Servicer shall not resign from the
        duties and  obligations  hereby imposed on it except upon the consent of
        the Company and the Trustee.

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

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

5.4     NO DEFAULT CERTIFICATION. Upon request by the Company, the Servicer will
        deliver to the Company an Officer's  Certificate of Servicer  certifying
        that (i) no  Default  or Event of  Default  exists  under the  Servicing
        Agreement,  or if  such a  Default  or  Event  of  Default  exists,  the
        Officer's  Certificate  shall  identify  same and specify  actions being
        taken to cure same and (ii) all  representations  and warranties made by
        Servicer in paragraph  6.1 of the  Servicing  Agreement  remain true and
        correct  as of  the  date  of  such  Officer's  Certificate  or if  such
        representation  and  warranties  do not  remain  true and  correct,  the
        Officer's  Certificate  shall  identify  which  do not  remain  true and
        correct, and shall specify actions being taken to cure same.
<PAGE>
6.      REPRESENTATIONS AND WARRANTIES

6.1     REPRESENTATIONS AND WARRANTIES OF SERVICER.

6.1.1   Servicer  hereby  represents,  warrants and covenants to the Company and
        the Trustee that, as of the date hereof:

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

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

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

        (iv)  Servicer is not in violation of, and the execution and delivery of
        this Agreement by Servicer and its  performance  and compliance with the
        terms of this Agreement will not constitute a violation with respect to,
        any order or decree of any court or any order,  regulation  or demand of
        any federal,  state,  municipal or governmental  agency, which violation
        might have  consequences  that would materially and adversely affect the
        condition  (financial or other) or options of Servicer or its properties
        or might have  consequences  that would  affect the  perfom1ance  or its
        properties or might have  consequences that would affect the perfom1ance
        of  its  duties  hereunder;  provided,  however,  that  Servicer  is not
        representing  or warranting  whether its performance and compliance with
        the  terms of this  Agreement  will  constitute  a  violation  under the
        Medicare or Medicaid laws or other  federal or state laws  referenced in
        Paragraph 6.2.7 below;

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

        (vi) No information,  certificate of an officer,  statement furnished in
        writing or report  delivered  to the  Company or the Trustee by Servicer
        regarding this Agreement or the duties or  obligations  contemplated  by
        the Agreement  has, to the  knowledge of Servicer,  contained any untrue
        statement  of a material  fact or omitted a material  fact  necessary to
        make the information,  certificate,  statement or report not misleading;
        and
<PAGE>
6.1.2   It is understood and agreed that the  representations and warranties set
        forth in this  Paragraph  6.1 shall  inure to the benefit of the Company
        and the Trustee.

6.2     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

6.2.1   The Company hereby represents,  warrants and covenants to Servicer that,
        as of the date hereof and as of the date of each delivery of a Purchased
        Account  File for a  Healthcare  and other  types of  Business  Accounts
        Receivable to Servicer:

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

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

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

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

        (v) The Company is not in violation of and the execution and delivery of
        this Agreement by the Company and its  performance  and compliance  with
        the terms of this Agreement will not constitute a violation with respect
        to, any law,  order or decree of any court or any order,  regulation  or
        demand of any federal,  state,  municipal or governmental  agency, which
        violation might have  consequences  that would  materially and adversely
        affect the  condition  (financial or other) or operations of the Company
        or its  properties  or might have  consequences  that  would  affect the
        performance of its duties hereunder;

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

        (vii) The  Company's  purchase of  Healthcare  Receivables  representing
        claims under the Medicare and Medicaid  programs and any other  programs
        established by Governmental  Entities, as contemplated by the respective
        Purchase Agreements, will not violate any provisions of the Medicare Act
        (42 U.S.C.  Sections  1395-1396)  or the Medicaid  Program of the Social
        Security Act (42 U.S.C.  Sections 1396-1396p) or any other provisions of
        federal or state law which provide for payment for  healthcare  services
        to be made to the Clients of such services; and
<PAGE>
        (viii) No information, certificate of an officer, statement furnished in
        writing or report delivered to Servicer by the Company, to the knowledge
        of the  Company,  contains any untrue  statement  of a material  fact or
        omits a material fact  necessary to make the  information,  certificate,
        statement or report not misleading.

        It is understood and agreed that the  representations and warranties set
        forth in this  Paragraph  6.2 shall inure to the benefit of the Servicer
        and the Trustee.

7.      DEFAULT

7.1     EVENTS  OF  DEFAULT  -  SERVICER.  Any act or  occurrence  described  in
        Paragraph  7.1 shall  constitute  an Event of Default by Servicer  under
        this Agreement.

7.1.1   Any failure to deposit in the Lockbox Account any payment required to be
        so deposited by Servicer under the terms of this Agreement  other than a
        failure that does not continue for more than two (2) Business Days after
        the earlier of (i)  discovery  of such failure by an Officer or Servicer
        or (ii) delivery of written  notice of such failure to Servicer by or on
        behalf of the Company of the Trustee;

7.1.2   Any  failure on the part of  Servicer  duly to observe or perform in any
        material respect any of the other covenants or agreements on the part of
        Servicer to be performed under this Agreement,  which failure  continues
        unremedied  for a period of (i) five (5)  Business  Days with respect to
        the delivery of reports required by a Component  Agreement and (ii) with
        respect to all other covenants or agreements,  thirty (30) calendar days
        after the date on which written  notice of such  failure;  requiring the
        same to be  remedied,  shall have been given by Servicer by or on behalf
        of the Company or the Trustee;

7.1.3   The  entry of a decree  or order  for  relief  by any court or agency or
        supervisory  authority having  jurisdiction in respect of Servicer in an
        involuntary   case  under  any  present  or  future   federal  or  state
        bankruptcy,  insolvency  or  similar  law,  or  appointing  a  receiver,
        liquidator,  assignee, trustee, custodian,  conservator or other similar
        official in any insolvency,  readjustment of debt, marshalling of assets
        and  liabilities  or similar  proceedings,  ordering  the  winding up or
        liquidation of the affairs of Servicer  shall have been entered  against
        Servicer and the continuance of any such decree or order unstayed and in
        effect for a period of sixty (60) consecutive days;

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

7.1.5   Servicer  shall  (i) admit in  writing  its  inability  to pay its debts
        generally as they become due, (ii)  commence a voluntary  case under the
        federal  bankruptcy laws, as now or hereafter in effect,  or any present
        or future federal or state  bankruptcy,  insolvency or similar law, (ii)
        consent  to the  appointment  of or  taking  possession  by a  receiver,
        liquidator, assignee, trustee, custodian,  sequestrator or other similar
        official of Servicer or of a  substantial  part of its  property,  (iii)
        make an assignment for the benefit of its creditors, (iv) fail generally
        to pay its debts as such debts become due, or (v) take corporate  action
        in furtherance of any of the foregoing.
<PAGE>
7.1.6   Any material  representation,  warranty or  statement  of Servicer  made
        herein or in any certificate, report of other writing delivered pursuant
        hereto shall prove to be  incorrect  in any  material  respect as of the
        time when the same shall have been made and, within thirty (30) calendar
        days after written  notice  thereof shall have been given to Servicer by
        or on  behalf  of  the  Company  or the  Trustee,  the  circumstance  or
        condition in respect of which such representation, warranty or statement
        was incorrect  shall not have been eliminated or otherwise cured and the
        adverse effects thereof shall not have been cured.

7.2     EVENTS  OF  DEFAULT  -  COMPANY.  Any  act or  occurrence  described  in
        Paragraph 7.2 shall constitute an Event of Default by Company under this
        Agreement.

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

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

7.2.3   The  entry of a decree  or order  for  relief  by any court or agency or
        supervisory  authority having  jurisdiction in respect of the Company in
        an  involuntary  case  under  any  present  or future  federal  or state
        bankruptcy,  insolvency  or  similar  law,  or  appointing  a  receiver,
        liquidator,  assignee, trustee, custodian,  conservator or other similar
        official in any insolvency,  readjustment of debt, marshalling of assets
        and  liabilities  or similar  proceedings,  ordering  the  winding up or
        liquidation of the affairs of Servicer  shall have been entered  against
        the Company and the continuance of any such decree or order unstayed and
        in effect for a period of sixty (60) consecutive days;

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

7.2.5   The Company  shall (i) admit in writing its  inability  to pay its debts
        generally as they become due, (ii)  commence a voluntary  case under the
        federal  bankruptcy laws, as now or hereafter in effect,  or any present
        or future federal or state bankruptcy,  insolvency or similar law, (iii)
        consent  to the  appointment  of or  taking  possession  by a  receiver,
        liquidator, assignee, trustee, custodian,  sequestrator or other similar
        official of the Company or of a substantial  part of its property,  (iv)
        make an assignment for the benefit of its creditors,  (v) fail generally
        to pay its debts as such debts become due or (vi) take corporate  action
        in furtherance of any of the foregoing.
<PAGE>
7.3     If an Event  of  Default  by the  Company  shall  have  occurred  and be
        continuing  under this  Agreement  for a period of thirty (30) days from
        the time of notice in writing,  Servicer  shall be entitled to terminate
        this Agreement pursuant to notifications  outlined in Paragraph 5.2, and
        cease  all  Servicing   with  respect  to  Purchased   Accounts  in  its
        possession, in which event it shall return the Purchased Accounts to the
        Company and shall be entitled to retain all fees  previously paid by the
        Company to Servicer as per Paragraph 5.2.2.

8.      INDEMNITY AND EXCULPATION

8.1     INDEMNIFICATION OF COMPANY AND SERVICER.

8.1.1   INDEMNIFICATION BY SERVICER.  Servicer shall indemnify,  defend and hold
        harmless  the  Company  from  and  against  any and all  losses,  costs,
        expenses,  damages  and  liabilities,   including,  without  limitation,
        reasonable attorney's fees and court costs, directly attributable to any
        claim by any third  Party  that  Servicer  committed  any act  involving
        negligence,  willful  misconduct,  or breach of this Agreement  provided
        that as to third  Party  claims a court of  competent  jurisdiction  has
        determined  that  Servicer's   actions  involved   negligence,   willful
        misconduct or breach of this Agreement (a "Servicer Adjudication"), and,
        provided,  further, that Servicer is given prompt written notice of such
        third Party claim after the Company or the Trustee  becomes aware of the
        same,  reasonable  assistance  from the  Company and sole  authority  to
        defend or settle such claim  subject to Paragraph  8.2.  Servicer  shall
        have no  obligation  under  this  Paragraph  if such claim  arises  from
        Servicer's  or a  subcontractor's  compliance  with or reliance upon the
        Company's, Trustee's or the Lockbox Account bank's data specification or
        instructions, policies or procedures or if such third Party claim is the
        direct result of the negligence of Trustee.

8.1.2   INDEMNIFICATION  BY COMPANY.  Company shall  indemnify,  defend and hold
        harmless  the  Servicer  from and  against  any and all  losses,  costs,
        expenses,   damages  and  liabilities  including,   without  limitation,
        reasonable attorney's fees and court costs, directly attributable to any
        claim by any  third  Party  that  Company  committed  any act  involving
        negligence,  willful  misconduct,  or breach of this Agreement  provided
        that a court of competent jurisdiction has determined that the Company's
        actions  involved  negligence,  willful  misconduct  or  breach  of this
        Agreement (a "Company Adjudication") and, provided further, that Company
        is given  prompt  written  notice of such third  Party  claim  after the
        Servicer or the Trustee becomes aware of the same, reasonable assistance
        from the  Servicer  and sole  authority  to defend or settle  such claim
        subject to Paragraph  8.3.  Company shall have no obligation  under this
        Paragraph  if such claim  arises  from  Company's  or a  subcontractor's
        compliance  with or reliance upon the Servicer's or the Lockbox  Account
        bank's data, specification or instructions, policies or procedures

8.2     PROCEDURE FOR THIRD PARTY CLAIM INDEMNIFICATION.  In the event any third
        Party  asserts any claim:  (i) against the Company  with  respect to any
        matter to which the indemnification of Paragraph 8.1.1 may eventually be
        applicable;  or (ii) against  Servicer with respect to any matters as to
        which  the   indemnification   of  Paragraph  8.1.2  may  eventually  be
        applicable,  then the Party seeking  indemnification  (the  "Indemnified
        Party") shall give notice to the other Party (the "Indemnifying  Party")
        of such  claim and the  Indemnifying  Party  shall have the right at its
        election to take over the defense or settlement of such claim at its own
        expense by giving notice of such election in writing to the  Indemnified
        Party.  If the  Indemnifying  Party  does not give  notice  and does not
        proceed to  diligently  defend such third Party claim within thirty (30)
        days after notice from the Indemnified  Party,  the  Indemnifying  Party
<PAGE>
        shall  have no  further  right  to  defend  such  third  Party  claim or
        participate in the negotiation of any settlement but shall reimburse the
        Indemnified  Party  for  all  losses,  costs,   expenses,   damages  and
        liabilities,  including without limitation,  reasonable  attorney's fees
        and court costs related to the defense or settlement of such third Party
        claim. The  Indemnifying  Party shall be entitled to participate in and,
        upon notice to the Indemnified Party,  assist in the defense of any such
        action or claim in reasonable  cooperation with, and with the reasonable
        cooperation of, the Indemnified  Party .The Indemnified  Party will have
        the right to employ its own  counsel in any such  action in  addition to
        the counsel to the Indemnifying Party, but the fees and expenses of such
        counsel will be at the expense of such Indemnified Party, unless (a) the
        employment of counsel by the  Indemnified  Party at its expense has been
        authorized in writing by the  Indemnifying  Party,  (b) the Indemnifying
        Party has not in fact  employed  counsel to assume  the  defense of such
        action  within  a  reasonable  time  after   receiving   notice  of  the
        commencement of the action,  or (c) the named parties to any such action
        or  proceeding  (including  any  impleaded  parties)  include  both  the
        Indemnifying  Party  and  one  or  more  Indemnified  Parties,  and  the
        Indemnified Parties shall have been advised by counsel that there may be
        one or more legal defenses available to them which are different from or
        in  addition  to those  available  to the  Indemnifying  Party (it being
        understood,   however,   that  the  Indemnifying  Party  shall  not,  in
        connection  with any one such  action  or  proceeding  or  separate  but
        substantially  similar or related  actions  or  proceedings  in the same
        jurisdiction   arising   out  of  the  same   general   allegations   or
        circumstances,  be liable for the  reasonable  fees and expenses of more
        than one  separate  firm of  attorneys  at any time for the  Indemnified
        Party).  The fees and  expenses of counsel,  except for the  Indemnified
        Party's separate counsel retained under  circumstances  that are not set
        forth  in  (a),  (b)  and  (c)  above,  will  be at the  expense  of the
        Indemnifying  Party,  and all such fees and expenses  will be reimbursed
        promptly  as they are  incurred.  No  settlement  of any  such  claim or
        action,  including an admission of liability or the imposition of duties
        of performance  or payment of fines or other  monetary  amounts upon the
        Indemnified  Party  or the  Indemnifying  Party  shall be  entered  into
        without the prior written  consent of the  Indemnified  Party or, if the
        Indemnifying Party is not controlling the proceedings,  the Indemnifying
        Party. Any failure by an Indemnified Party to comply with the provisions
        of this Paragraph shall relieve the Indemnifying Party of liability only
        if such failure is prejudicial to the position of the Indemnifying Party
        and then only to the extent of such prejudice.

8.3     OTHER  PROVISIONS  LIMITING  LIABILITY.  In no event  shall  Servicer or
        Company  be  liable  to each  other or to any  third  Party for any lost
        profits,  lost  business  opportunities  or any other  consequential  or
        incidental  damages  arising out of or related to this  Agreement or the
        Processing  Services.  This  limitation of liability shall apply even if
        Servicer or Company has been advised of the possibility of such damages.
        Servicer  shall not be liable  for any  action  taken or  omitted by the
        Company  or the  Trustee.  Servicer  may rely in good faith and shall be
        protected  in acting upon (i) any  document or  information  of any kind
        respecting  any matter  arising  hereunder  believed  by  Servicer to be
        genuine and correct and to have been signed or sent by the proper person
        and (ii) any instructions,  consents,  notices,  or waivers given by the
        Company or the Trustee.  Notwithstanding  Paragraph 8.1.1 or 8.1.2,  the
        indemnity  obligation  owed to an Indemnified  Party shall be reduced to
        the  extent  of  an  Indemnified  Party's   comparative   negligence  as
        determined by a Servicer  Adjudication  or Company  Adjudication  as the
        case may be.
<PAGE>
9.      TERM AND TERMINATION OF AGREEMENT

9.1     TERM AND TERMINATION OF AGREEMENT.

9.1.1   The initial term of this  Agreement  shall  commence  upon the Effective
        Date and expire at  midnight on the  anniversary  date  thereof,  unless
        terminated pursuant to the terms hereof.  Assuming the parties elect not
        to terminate the  agreement by giving  written  notice  thereof at least
        ninety (90) days in advance of the initial  anniversary  date,  then the
        agreement  shall  automatically  renew for an  additional  five (5) year
        period from the initial anniversary date. Thereafter,  the five (5) year
        term shall renew automatically,  and perpetually, in successive five (5)
        year terms unless prior written  notice is given to the  non-terminating
        Party at least ninety (90) days prior to the applicable expiration date.

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

9.1.3   All  rights  accrued  and  obligations  incurred  by any Party  prior to
        termination  of this Agreement  shall continue to exist  notwithstanding
        such termination.

9.2     TRANSFER OF SERVICING.  In the event  servicing  performed  hereunder is
        terminated by Company. Servicer shall (i) pay over to the Trustee or any
        other  Person  entitled  thereto all other  moneys  with  respect to the
        Healthcare  Receivables  held by Servicer  less any amounts  then due to
        Servicer under this  Agreement,  (ii) subject to Paragraph 7.2,  release
        the servicing  and deliver all the  Purchased  Account Files then in the
        possession  of Servicer to the Trustee or any other  person or entity as
        designated  by the Trustee or the  Company  and (iii)  perform all steps
        required of a Servicer of accounts receivable to transfer such servicing
        under  applicable  law,  provided  that all costs and  expenses  of such
        transfer  shall be paid by the Company or from funds held by the Trustee
        pursuant to the Indenture.

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

9.4     Following the transfer of servicing by Servicer, all amounts relating to
        the Receivables collected by Servicer shall be received in trust for the
        benefit of the Company and the Trustee and immediately  forwarded to the
        Trustee  within two (2) Business  Days after the date of receipt of such
        amounts.
<PAGE>
10.     MISCELLANEOUS PROVISIONS

10.1    AMENDMENT.   Except  as  provided  herein  under  Paragraph  10.7,  this
        Agreement  may only be amended by the written  agreement  of the parties
        hereto,  provided  that the Trustee  shall have given its prior  written
        consent to such  amendment.  Servicer may amend the terms and conditions
        of Component  Agreements if necessary to conform to the  requirements of
        applicable  law or the  policies  or  requirements  of  payors by giving
        Company prior written notice thereof.

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

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


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

        Company:        Medical Capital Management, Inc.
                        5190 Neil Road, Suite 205
                        Reno, Nevada 89502
                        Telephone: (800) 818-1102
                        Facsimile: (775) 825-8822

        Trustee:        Zions First National Bank

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

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

10.6    INSPECTION AND AUDIT RIGHTS.

10.6.1  Servicer  agrees  that,  upon  prior  written  notice  and to the extent
        permitted  under laws relating to the privacy  rights of patients,  will
        permit the Company or independent  certified public accountants selected
        by the Company,  during Servicer's normal business hours, to examine the
        Purchased Account Files, all the books of account,  records, reports and
        other papers in the possession of Servicer  relating to the  Receivables
        purchased by the Company and to make copies and extracts  therefrom such
        as to cause such books to be audited for the  purpose of (i)  confirming
        that  nothing  has come to their  attention  that causes them to believe
        that the servicing has not been conducted in substantial compliance with
        the terms and conditions set forth in Exhibit B, and (ii) reconciling on
        a test basis the information  contained in the weekly reports  delivered
        by the Servicer with information contained in the accounts,  records and
        computer systems of Servicer .

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

10.7    MERGER  OR  CONSOLIDATION  OF,  OR  ASSUMPTION  OF,  THE  OBLIGATION  OF
        SERVICER.  Nothing in this Agreement shall prevent (i) any consolidation
        or  merger  of  Servicer  with or into  any  other  corporation,  or any
        consolidation or merger of any other  corporation with or into Servicer,
        or (ii)  any  assignment  by  Servicer  of its  rights  and  obligations
        hereunder to any Affiliate or to any corporation  which is the surviving
        corporation of any such consolidation or merger or which acquires all or
        substantially all of its assets.  Servicer covenants and agrees that the
        consolidation,  merger or assignment  shall be upon the conditions  that
        the  due  and  timely  performance  and  observance  of all  the  terms,
        covenants and  conditions  of this  Agreement to be kept or performed by
        Servicer  shall,  by an  agreement  supplemental  hereto,  executed  and
        delivered  to the  Trustee,  be  assumed by the  Affiliate  which is the
        assignee  hereunder  or by the  successor  corporation  (if  other  than
        Servicer) formed by or resulting from any such  consolidation or merger,
        or which shall have received the transfer of all or substantially all of
        the property and assets of Servicer and to which the assignee  hereunder
        or successor  corporation  shall succeed to such rights and obligations,
        just as fully and effectually as if such successor  corporation had been
        the original  Servicer.  Upon the  effectiveness  of such  consolidation
        merger or assignment, the assigning Servicer shall cease to be obligated
        hereunder.
<PAGE>
10.8    MUTUAL  COVENANTS  NOT TO  COMPETE.  Company is not in the  business  of
        computerized  servicing,  tracking,  billing,  invoicing,  or collecting
        medical  receivables  for  third  parties,  nor  does  Company  have any
        intention of doing so.  Rather,  Company is in the business of financing
        the  acquisition  or factoring of Healthcare and other types of Business
        Accounts Receivable  receivables.  Also, Servicer is not in the business
        of acquiring or factoring receivables, and has no intention of doing so.
        Rather,  Servicer is in the business of utilizing computer technology to
        service, track, bill, invoice, and collect receivables. The intention of
        this Agreement is to create a strategic  alliance of the parties for the
        benefit of both parties, without fear or threat of competition from each
        other's business activities.  To the extent permitted by applicable law,
        the parties  agree not to compete with each other  during the terms,  or
        extended terms,  of this  Agreement,  as applied to the United States of
        America. In the event this Agreement is terminated, this covenant not to
        compete shall continue in full force and effect for a period of eighteen
        (18) months after the date of termination.

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

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

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

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

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

10.14   ASSIGNMENT  AND  DELEGATION OF DUTIES.  It is understood and agreed that
        the  Company's  rights  under this  Agreement  will be  assigned  by the
        Company to the Trustee as security for the Notes; and such assignment is
        hereby consented to by Servicer, and the Trustee may exercise all of the
        Company's  rights and accept all of the  Company's  benefits  hereunder.
        Notice by the Trustee to Servicer  that an Event of Default has occurred
        under the Note  Issuance  and  Security  Agreement  shall be  sufficient
        evidence  thereof for Servicer to rely upon directions of the Trustee to
        the  exclusion  of the  Company.  Prior  to such an  Event  of  Default,
        Servicer shall follow directions given by the Company,  unless otherwise
        directed in writing by the  Trustee,  except as  provided  in  Paragraph
        10.7.  Servicer may not delegate any of its duties or obligations  under
        this Agreement to another entity.
<PAGE>
10.15   TRUSTEE A THIRD PARTY BENEFICIARY. The parties agree that the trustee is
        intended  to  be a  third  Party  beneficiary  of  the  representations,
        warranties,  covenants  and  agreements  set  forth  in  this  servicing
        Agreement.

10.16   MUTUAL COVENANTS REGARDING MARKETING EFFORTS.  The parties covenant that
        upon  entering  into this  Agreement  each will use its best  efforts to
        establish and in1plement a joint marketing  effort whereby  Servicer and
        Company will each facilitate access to officers and other management and
        decision  making  personnel of the other's  clientele in order that each
        may make known its respective servicing and financing capabilities.

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


                                        MEDICAL CAPITAL MANAGEMENT, INC.


                                        By
                                           -------------------------------------

                                        Title
                                              ----------------------------------


                                        MEDICAL TRACKING SERVICES, INC.


                                        By
                                           -------------------------------------

                                        Title
                                              ----------------------------------

Zions First National Bank, as Trustee,  hereby acknowledges that the Company has
assigned its rights  under this  Agreement to the Trustee and accepts such right
(but none of the obligations or liabilities of the Company  hereunder),  subject
to all provisions.


                                        TRUSTEE


                                        By
                                           -------------------------------------

                                        Title
                                              ----------------------------------