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Administrative Services Agreement

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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").


1 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.


2 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,
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