Exhibit 10.02

                        ADMINISTRATIVE SERVICES AGREEMENT

     THIS ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is entered into as
of  August  4,  2000,  by and  between  MEDICAL  CAPITAL  CORPORATION,  a Nevada
corporation ("MCC") and MEDICAL CAPITAL MANAGEMENT, INC., a Delaware Corporation
("MCM").

     WHEREAS,  MCM is in the business of (i) raising capital through the sale of
notes, (ii) purchasing  accounts receivable from health care providers and other
types of  businesses,  and (iii)  holding  other  forms of  collateral,  such as
equity, equipment, buildings and notes;

     WHEREAS, MCC provides certain  administrative,  management and underwriting
services,  makes  available its offices,  personnel,  facilities,  equipment and
services.  MCC also  provides  other good and  valuable  services  required  and
necessary in administering receivables and other forms of collateral; and

     WHEREAS, MCM desires MCC to provide the aforementioned offices,  personnel,
facilities,  equipment  and  services to its Business and MCC desires to provide
such offices, personnel,  facilities, equipment and services, upon the terms and
conditions hereinafter set forth;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:

                                    AGREEMENT

1.      RESPONSIBILITIES OF MCC

1.01    MANAGEMENT  SERVICES.   MCC  shall  provide  such  offices,   personnel,
        facilities, equipment and services. MCC will also provide administrative
        and management services as are determined to be reasonably necessary for
        the  proper and  efficient  operation  of the  Business,  including  the
        services set forth elsewhere in this Article and Agreement

1.02    PREMISES.  MCC hereby leases to MCM, in accordance  with this Agreement,
        such portion of the premises  located at 2100 South State College Blvd.,
        Anaheim,  CA 92806 as are determined to be reasonably  necessary for the
        proper and  efficient  operation  of MCM,  together  with all  necessary
        appurtenances, improvements, and fixtures (collectively the "Premises").

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1.03    UTILITIES, BUILDING SERVICES AND SUPPLIES. MCC shall provide or cause to
        be provided to MCM all utilities,  building services and supplies as are
        determined  to be  reasonably  necessary  for the proper  and  efficient
        conduct of the  Business,  including,  but not limited to,  water,  gas,
        heat,  air  conditioning,   power,  light,  telephone,   janitorial  and
        maintenance services, telephone answering services and office supplies.

1.04    EQUIPMENT,  FURNITURE AND FURNISHINGS.  MCC shall provide for the use of
        MCM such equipment, furniture,  furnishings and personal property as may
        be reasonably  necessary  for the proper and efficient  operation of the
        Business.  MCM shall have no title or interest  (other than as specified
        herein) in the  Equipment  provided by MCC  pursuant to this  Agreement,
        which  shall at all  times  remain  the  sole  property  of MCC.  If MCM
        acquires personal property of its own, such property shall be and remain
        the exclusive property of MCM.

1.05    REPAIRS AND  MAINTENANCE OF PREMISES AND  EQUIPMENT.  MCC shall maintain
        the  Premises  and the  Equipment  in good order and  repair,  and shall
        refurbish or replace the same as it becomes worn out or obsolete.

1.06    PERSONNEL.  Except as otherwise provided, MCC shall furnish the services
        of all personnel as are  determined  to be reasonably  necessary for the
        proper and efficient operation of the Business. All such personnel shall
        be either  employees or independent  contractors of MCC as determined by
        MCC to be appropriate.

1.07    SUPPORT.  MCC shall  provide MCM with such  clerical and  administrative
        support as is determined  to be reasonably  necessary for the proper and
        efficient  administration of its responsibilities  under this Agreement,
        including its employment or other relationships with persons employed by
        or contracted to MCM.

1.08    BOOKKEEPING,  PAYROLL AND  ACCOUNTING  SERVICES.  MCC shall  perform all
        bookkeeping,  payroll and  accounting  services as are  determined to be
        reasonably  necessary  for the proper  and  efficient  operation  of the
        Business, including administration of all promissory notes, and interest
        payments related thereto.

1.09    MARKETING  AND  PUBLIC  RELATIONS  SERVICES.   MCC  shall  provide  such
        marketing and public relations services as are determined by MCM and MCC
        to be  reasonably  necessary  to promote and market the  services of the
        Business.

1.10    MANAGEMENT  INFORMATION  SYSTEMS.  MCC shall provide such computer-based
        management  information systems as are jointly determined by MCC and MCM
        to be reasonably  necessary  for the proper and efficient  operations of
        the Business.

1.11    EVALUATION  OF  RECEIVABLES.  MCC shall  assist in the  examination  and
        evaluation of  receivables  of health care  providers and other types of
        businesses to determine if they are suitable for purchase by MCM.

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1.12    ACCOUNT  CONSULTANTS.  MCC may maintain a network of account consultants
        to develop and maintain MCM's  relationships  with health care providers
        and to assist such providers with processing certain paperwork.

1.13    PURCHASE OF NEW  PROVIDER  RECEIVABLES.  MCC shall locate and enter into
        purchase  agreements for the purchase of new accounts  receivable.  This
        shall include but not be limited to entering  into a purchase  agreement
        on behalf of MCM and the client.

1.14    OTHER  CONSULTING AND PROFESSIONAL  SERVICES.  MCC shall employ and / or
        maintain  contact with  consultants  skilled in helping MCM evaluate and
        purchase  other  types of  receivables,  businesses  and other  business
        opportunities.

1.15    BANK  ACCOUNTS.  MCC shall  work  with the  designated  Lockbox  Bank to
        facilitate  the  operation  of the lockbox  bank  accounts  for the sole
        benefit of MCM, and shall be responsible for:

           A.   Opening   and   maintaining   a   concentration   bank   account
           ("Concentration   Account")   for  the  purpose   of:   concentrating
           collections on all purchased receivables into one account.

           B. Opening and monitoring  each seller's  lockbox  account(s) for the
           purpose of receiving  all proceeds  from the  collection of purchased
           receivables. Such lockbox account(s) shall be zero-balance swept into
           the Concentration Account.

           C. The  Concentration  Account shall also be used to pay all interest
           to noteholders,  receive all proceeds from new promissory  notes, and
           pay all related  expenses  for the benefit of MCM and MCC  including,
           but not limited to:

           Accounting expenses,
           Legal expenses,
           Due Diligence Costs,
           Costs of lien and other credit searches,
           Costs of filing UCC-1 liens,
           Collection & recovery expenses of receivables presently owned by MCM,
           Administrator expenses related to this Agreement,
           Expenses to maintain the bank accounts as described herein,
           Taxes, corporation fees, and preparation and representation thereof,
           Fees to Servicer,
           Fees to Trustee,
           Brokers/Sales Agents Fees and Commissions,
           Commissions to internal marketing staff and
           Other expenses.

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2.      MCC'S COMPENSATION

2.01    COMPENSATION. In consideration of the personnel,  facilities,  equipment
        and other  services  furnished by MCC during the term of this  Agreement
        ("Term"), MCM shall pay MCC compensation as provided in this Article 2.

2.02    ADMINISTRATIVE FEE. MCC's  Administration Fee shall be calculated as the
        lesser of 2%, or  one-quarter  of the discount fee of the amounts of the
        (ENR) purchases of Receivables of the MCM clients. The Administrator may
        not  collect  any  fee if the  payment  of  such  fee  would  cause  the
        Collateral  Coverage  Requirement to go below the minimum  threshold set
        forth in the Note and  Security  Agreement.  If other types of assets or
        businesses  are  purchased  by  MCM,  the  Administrative  fee  will  be
        calculated  as one  percent  of  the  total  loan  or  purchase  amount,
        whichever  method  is  more  appropriate  under  the  circumstance.  The
        Administrative Fee is to be paid on at least a monthly basis.

2.03    ORIGINATION FEE. In addition, any origination fee shat be paid to MCC.

2.04    SUBORDINATION OF ADMINISTRATIVE  FEE. The payment of the  Administrative
        Fee shall be subject to the prior  payment of certain  fees and expenses
        as set forth in the Note and Security Agreement.

2.05    COST  REIMBURSEMENT.  In addition to the Administrative Fee set forth in
        Section 2.02,  MCC shall be reimbursed by MCM for the actual cost of out
        of  pocket  expenses  (examples  of which  are in  section  1.15 of this
        agreement) plus an overhead factor of 20%. These cost reimbursements are
        to be paid on at least a monthly basis.  Payments for estimated  monthly
        cost reimbursements may be paid in advance,  however, MCC must provide a
        detailed monthly billing to MCM to support reimbursements requested, the
        detail must be adequate enough to satisfy the reporting to the Trustee.

3.      TERM AND TERMINATION

3.01.   TERM.  This Agreement  shall  commence as of the date hereof,  and shall
        continue for an initial  term of five (5) years,  or until the last note
        issued  matures.   This  Agreement  will  automatically  renew  on  each
        subsequent  anniversary,  unless a notice of  cancellation  is issued by
        either  party one hundred  eighty  (180) days before the annual  renewal
        date.

3.02.   TERMINATION.  Either  party may  terminate  this  Agreement if the other
        party:

        (a) Applies for, or consents to the  appointment of a receiver,  trustee
        or  liquidator  of all or a  substantial  part  of its  assets;  files a
        voluntary  petition in  bankruptcy;  makes a general  assignment for the
        benefit  of  its   creditors;   files  a  petition  or  answer   seeking
        reorganization or arrangement with its creditors;  admits in writing its
        inability to pay its debts when due; or

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        (b) Suffers any order,  judgment or decree to be entered by any court of
        competent jurisdiction,  adjudicating such party bankrupt or approving a
        petition  seeking its  reorganization  or the appointment of a receiver,
        trustee or liquidator  of such party or of all or a substantial  part of
        its assets, and such order, judgment or decree continues unstayed and in
        effect for thirty (30) days after its entry; or

        (c) Fails to perform any material  obligation  required  hereunder,  and
        such default  continues  for sixty (60) days after the giving of written
        notice by the  terminating  party,  specifying  the nature and extent of
        such  default;  provided,  however,  that if such  default is capable of
        being cured within a reasonable  period, but not within sixty (60) days,
        this Agreement shall not terminate as provided herein if such defaulting
        party  commences to cure said  default  within sixty (60) day period and
        thereafter diligently and in good faith continues to cure said default.

        (d) Either party may terminate  this  Agreement  with mutual  consent by
        giving a one hundred eighty (180) day notice to the other party.

        (e) This Agreement may be terminated when the last note issue matures.

        (f) and,  This  Agreement  shall  terminate  if MCM or MCC  shall  cease
        engaging in the Business.

4.      RECORDS

4.01    ACCESS TO INFORMATION.  Each party shall at all times during the term of
        this  Agreement  permit the other party to have access to its documents,
        books and records  relating to this  Agreement,  during normal  business
        hours.

4.02    OWNERSHIP OF RECORDS.  All  business  records and  information  relating
        exclusively  to the business and activities of either party shall be the
        property  of that  party,  irrespective  of the  identity  of the  party
        responsible for producing or maintaining such records and information.

5.      PROPRIETARY PROPERTY

5.01    COPYRIGHTS.  MCC is and shall be the sole owner and holder of all right,
        title and interest to the name  "Medical  Capital  Corporation"  and all
        derivatives  thereof,  and all  copyright,  service  mark and  trademark
        rights and interests in the logo, systems, forms, form contracts, policy
        manuals,   marketing  and  public  relations  materials,   business  and
        management methods, and customer and client lists furnished or developed
        by MCC and relating to the Business.  MCM is and shall be the sole owner
        of its own proprietary  property.  As a function of this Agreement,  MCM
        conveys its permission to the Trademark and above items.

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5.02    PROPRIETARY  INFORMATION.  Each  party  agrees  that the  other  party's
        proprietary property shall not be possessed, used or disclosed otherwise
        than as may be necessary for the  performance  of this  Agreement.  Each
        party  acknowledges that its violation of this Agreement would cause the
        other  party  irreparable  harm,  and may  (without  limiting  the other
        party's  remedies  for such  breach) be enjoined at the  instance of the
        other party.  Each party agrees that upon  termination of this Agreement
        for any reason,  absent the prior written consent of the other party, it
        shall  have no right to and shall  cease  all use of the  other  party's
        proprietary property.

6.      GENERAL PROVISIONS

6.01    EXCLUSIVE  MANAGEMENT  SERVICES.  MCC shall be the exclusive provider of
        management services to MCM.

6.02    DELEGATION AND ASSIGNMENT; BENEFIT.

        (a) It is understood  and agreed that MCM's rights under this  Agreement
        will be assigned  by MCM to the  Trustee as  security  for the Notes (as
        defined in the Indenture), and such assignment is hereby consented to by
        MCC. Upon  foreclosure by the Trustee under the  Indenture,  the Trustee
        may  exercise  all of MCM's  rights  and  accept  all of MCM's  benefits
        hereunder. Upon receipt by MCC of notice from the Trustee that an "event
        of default" has occurred under the  Indenture,  MCC will cease to accept
        instruction  from MCM hereunder and will accept  instructions  only from
        the  Trustee,  or such other  Person as the  Trustee may  designate,  in
        performance  of its  obligations  hereunder.  Prior  to such an event of
        default, MCC shall follow directions given by MCM.

        (b) Except as expressly  provided  herein,  no party shall  delegate its
        duties or assign its rights  hereunder in whole or in part,  without the
        prior written consent of the other; except that MCC shall have the right
        to delegate or  subcontract  for the  performance  of any and all duties
        required to be performed by MCC as set forth herein to any subsidiary or
        affiliate of MCC.

6.03    NOTICES.  All notices required to be given hereunder shall be in writing
        and shall be deemed given or delivered if personally  delivered or three
        days  following  the date it is  dispatched  by certified or  registered
        mail,  return  receipt  requested,  postage  prepaid,  or,  if  sent  by
        facsimile transmission,  upon confirmation of receipt,  addressed to the
        parties as set forth opposite their respective names below:

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        MCC:   Medical Capital Corporation
               2100 South State College Blvd.
               Anaheim, California 92806
               Attn: Sid Field, Chief Executive Officer

        MCM:   Medical Capital Management
               2100 South State College Blvd.
               Anaheim, California 92806
               Attn: Joseph J. Lampariello, Chief Operating Officer

        Any party may change the address at which to send  notices by  notifying
        the other party of such change of address in writing in accordance  with
        the foregoing.

6.04    DOCUMENTS.  Each of the  parties  hereto  shall  execute and deliver all
        documents,  papers and  instruments  necessary or advisable to carry out
        the terms of the Agreement.

6.05    GOVERNING  LAW. This  Agreement and all rights,  duties and  obligations
        hereunder shall be construed and interpreted in accordance with the laws
        of the State of Nevada.

6.06    ENTIRE AGREEMENT.  This Agreement  supersedes all prior oral and written
        understandings  and agreements  between the parties hereto.  The parties
        acknowledge  and agree that this  document,  together with its Schedules
        and  Exhibits,  and all other  documents  expressly  referred to herein,
        constitutes  the entire  agreement  between  the parties  regarding  the
        services to be provided  by the parties  hereto.  Except as set forth in
        such  other  documents,  no  representations,  promises,  conditions  or
        warranties with reference to the execution of this document,  including,
        but not limited to pro forma and other financial information,  have been
        made or entered into between the parties hereto.

6.07    WAIVER OF PROVISIONS. Any waiver of any term or condition hereof must be
        in writing and signed by the party giving the waiver. A waiver of any of
        the terms and  conditions  hereof  shall not be construed as a waiver of
        any other terms and conditions hereof.

6.08    SEVERABILITY.  Nothing contained in this Agreement shall be construed so
        as to require the  commission  of an act  contrary  to law and  whenever
        there is any conflict  between any  provision of this  Agreement and any
        present  statute,  law,  ordinance or  regulation  contrary to which the
        parties have no legal right to contract,  the latter shall prevail,  but
        in such  event,  the  provisions  of this  Agreement  affected  shall be
        curtailed  and limited  only to the extent  necessary to bring it within
        the  requirements  of the law and to  carry  out  the  purposes  of this
        Agreement.

6.09    FORCE MAJEURE. Neither party shall be liable nor deemed to be in default
        for any delay or failure in  performance  under the  Agreement  or other
        interruption  of service or  employment  deemed  resulting,  directly or
        indirectly,  from  acts of God,  civil or  military  authority,  acts of
        public enemy, war, accidents,  fires, explosions,  earthquakes,  floods,

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        failure of transportation,  machinery or supplies, vandalism, strikes or
        other work interruptions  beyond the reasonable control of either party.
        However,  both parties  shall make good faith  efforts to perform  under
        this Agreement in the event of any such circumstances.

6.10    CAPTIONS.  Any  captions  to or  headings  of  the  articles,  sections,
        subsections,  paragraphs or  subparagraphs  of this Agreement are solely
        for the convenience of the parties to this Agreement,  are not a part of
        this  Agreement,  and  shall  not be  used  for  the  interpretation  or
        determination of validity of this Agreement or any provision hereof.

6.11    GENDER AND NUMBER.  Whenever the context hereof requires,  the gender of
        all words shall  include the  masculine,  feminine  and neuter,  and the
        number of all words shall include the singular and plural.

6.12    INTERPRETATION. The language in all parts of this Agreement in all cases
        shall be construed in accordance  with its fair meaning,  as if prepared
        by all of the parties to this  Agreement and not strictly for or against
        any of the parties.  The legal doctrine of  construction  of ambiguities
        against the drafting  party shall not be employed in any  interpretation
        of this Agreement.

6.13    NO  PARTNERSHIP.  The  relationship  of the  Parties  set  forth in this
        Agreement shall not be construed as, constitute,  or be deemed to create
        a  partnership,  joint  venture,  affiliation,  association or any other
        relationship except as explicitly set forth herein.

IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement on the day
and year first written above.


MEDICAL CAPITAL CORPORATION,            MEDICAL CAPITAL MANAGEMENT, Inc.
a Nevada Corporation                    a Delaware Corporation


By: /s/ Sid Field                       By: /s/ Joseph J. Lampariello
    ---------------------------------       ------------------------------------
    Sid Field, its Chief                    Joseph J. Lampariello, its Chief
    Executive Officer                       Operating Officer

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