RECITALS:

                                                                    Exhibit 1.05

                   FIRST AMENDMENT TO BROKER-DEALER AGREEMENT

     THIS FIRST AMENDMENT to  Broker-Dealer  Agreement is entered into this ____
day of  February,  2002 by and  between  Medical  Capital  Management,  Inc.,  a
Delaware  Corporation  (hereinafter  referred  to as  the  "Issuer")  and  Hanmi
Securities, Inc. (hereinafter referred to as "Broker-Dealer").

                                    RECITALS:

     WHEREAS, the parties entered into a Broker-Dealer Agreement on November 16,
2001 (hereinafter referred to as the "Agreement");

     WHEREAS, the parties desire to amend, modify or alter certain provisions of
the Agreement by this Amendment;

     WHEREAS,  except  for those  provisions  of the  Agreement  altered by this
Amendment, the parties desire all other provisions of the Agreement to remain in
full force and effect.

                                   WITNESSETH:

     NOW,  THEREFORE,  in consideration  of the respective  mutual covenants and
undertakings, the parties, intending to be legally bound, agree as follows:

1.   SERVICES  OF  BROKER-DEALER.  The  second  sentence  of  Section 1 shall be
deleted in its entirety.  In its place the  following is inserted:  "One Hundred
Million Dollars  ($100,000,000) in Notes will be offered for sale with a minimum
purchase of Five Thousand Dollars ($5,000) with additional incremental purchases
of One Thousand Dollars ($1,000) over that minimum amount, per investor."

2.   EFFECTIVE  TERM.  Section 2 is  deleted in its  entirety.  In its place the
following  is  inserted:  "This  Agreement  shall be effective on the date first
above  written  and  shall  continue  in  effect  for one  year,  and  shall  be
automatically  extended  for  successive  one year  terms  unless  either  party
provides  written  notice to the other  party of its  intent to  terminate  this
Agreement at least sixty (60) days prior to the end of any such term."

3.   OBLIGATIONS OF BROKER - DEALER.  Section 3(c) the second  sentence shall be
deleted in its entirety.

4.   REPRESENTATIONS AND WARRANTIES OF ISSUER.  Section 4(d) shall be deleted in
its entirety and  replaced  with the  following:  " The  Registration  Statement
relating  to the  Notes,  on Form SB-2,  was  declared  effective  by the SEC on
February 14, 2002."

5.   REPRESENTATIONS  AND  WARRANTIES  OF  BROKER-DEALER.  Section 5(e) shall be
deleted and replaced  with the  following:  "Broker-Dealer  is  registered  as a
Broker-Dealer with, and has obtained all licenses and consents necessary to sell
the Notes in, all States listed on the attached Schedule "A"."

6.   INDEMNIFICATION. Section 7(b) shall be deleted in its entirety and replaced
with the following:  "The violation by  Broker-Dealer,  or any of its employees,
agents,  independent  contractors or other personnel of any of the provisions of
the  Securities  Act of 1933,  or any State  securities  laws  applicable to the
offering."  The first sentence of Section 7(c ) shall be deleted in its entirety
and  replaced  with the  following:  " The sale of the Notes to any investor who
does not meet the standards of the NASD."

7.   COMPENSATION.  Section 9 is  amended  to  insert  the  following  sentence:
"Broker-Dealer  shall not be  entitled to any  reimbursement  of expenses or any
other compensation hereunder,  except for the foregoing commissions described in
this section."

8.   NOTICES. Section 15 is amended as follows:

     If to Issuer:            Medical Capital Management, Inc.
                              0000 Xxxxxx Xxxxxx Xxxxxxx
                              Xxxxx 000
                              Xxx Xxxxx, XX 00000

9.   MISCELLANEOUS.  To the extent not specifically amended, the Agreement shall
remain in full force and effect in all respects.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment as of
this date.

                                        MEDICAL CAPITAL MANAGEMENT, INC,
                                        A Delaware Corporation


                                        By: ____________________________________
                                            Xxxxxx X. Field, its Chief Executive
                                            Officer


                                        BROKER - Hanmi Securities, Inc.


                                        By: ____________________________________

                                            _______________, its _______________
                                              (Print Name)           (Title)

                       SCHEDULE A - AMENDED FEBRUARY, 2002

                             BROKER-DEALER AGREEMENT
                        MEDICAL CAPITAL MANAGEMENT, INC.

     BROKER-DEALER(S)  ARE  REGISTERED TO SELL THE MEDICAL  CAPITAL  MANAGEMENT,
INC. NOTES IN THE FOLLOWING STATES:

1.   CALIFORNIA

2.   FLORIDA

3.   HAWAII

4.   IDAHO

5.   MINNESOTA

6.   MONTANA

7.   NEW JERSEY

8.   NEVADA

9.   OREGON

10.  SOUTH DAKOTA

11.  UTAH