LEASE AGREEMENT

     THIS LEASE, made this 10th day of April, 1996, by and between Stone
Mountain Industrial Park, Inc., a Georgia Corporation, hereinafter referred to
as "Lessor"; and Graham-Field Health Products, Inc., a Delaware Corporation,
hereinafter referred to as "Lessee";

                                 WITNESSETH:

     1. The Lessor, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, reserved, and contained, to
be paid, kept and performed by the Lessee, has leased and rented, hereby agrees
to lease and take upon the terms and conditions which hereinafter appear, the
following described property (hereinafter called "Premises"):

     A 28,255 square foot portion of Building No. 31 (a 15b, 206 square foot
building) known as 8291 Forshee Drive, Westside Industrial Park, Jacksonville,
Florida, said building being a part of Section 27, Township 1 South, Range 25
east, Duval County Florida, consisting of a portion of Pickett Land Company's
Farms Subdivision as recorded in Plat Book 5, page 93 of the current Public
Records of Duval County, Florida, and being more particularly described on
Exhibit "A" Legal Description and Exhibit "B" Building 31 Site Plan attached
hereto by this reference and incorporated herein.

This Lease is subject to all encumbrances, easements, covenants and restrictions
of record and to the Declaration of Covenants, Restrictions, and Easements for
West side Industrial Park. Lessor represents that none of such encumbrances,
easements, covenants and restrictions shall interfere with the use of the
Premises for warehouse purposes.

     2. To have and to hold for a term of 38 months, said term to begin on the
1st day of July, 1996 and to end at midnight on the 31st day of August, 1999.

     3. Lessee shall pay to Lessor monthly "Base Rent" of $*See "Schedule of
Rents" Paragraph 34 of the Addendum to Lease herewith attached and incorporated
herein due on the first day of each month, in advance, without offset or demand,
commencing on July 1, 1996. Upon execution of this Lease, Lessee has paid to
Lessor $ N/A, representing the first month's rent due hereunder. In the event
Lessee fails to pay the rent or any other payment called for under this Lease
within ten (10) days of the time period specified, Lessee shall pay a late
charge equal to five percent (5%) of the unpaid amount, which late charge shall
be paid with the required payment.
<PAGE>

Utility Bills              4. Lessee shall place utility bills of all types in
                         its name and shall pay same, along with all assessments
                         pertaining to the Premises, including, but not limited
                         to, water and sewer, natural gas, electricity, fire
                         protection and sanitary pick up bills for the Premises,
                         or used by Lessee in connection therewith. If Lessee
                         does not pay same, Lessor may pay the same and such
                         payment shall be added to and treated as additional
                         rental of the Premises. If this Lease is for a
                         multi-tenant building, water and sewer charges shall be
                         accounted for as provided in Paragraph 33 herein below.

Mortgagee's Rights         5. Lessee's rights shall be subject to any bona fide
                         mortgage or deed to secure debt which is now, or may
                         hereafter be, placed upon the Premises by Lessor, and
                         Lessee agrees to execute and deliver such documentation
                         as may be required by any such mortgagee to effect any
                         subordination within ten (10) days of receipt of a
                         request for such execution; provided, however, that any
                         such subordination by Lessee shall be conditioned
                         upon execution and delivery of non-disturbance
                         agreement reasonably acceptable to Lessee, Lessor
                         hereby warrants and represents that no mortgage
                         currently encumbers the Premises.

Maintenance and            6. Lessee shall not allow the Premises to fall out of
Repairs by Lessee        repair or deteriorate, and at Lessee's own expense,
                         "except as provided in Paragraph 37 below," Lessee
                         shall keep and maintain all interior portions of the
                         Premises, in good order and repair, except portions of
                         Premises to be repaired by Lessor under terms of
                         Paragraph 7 below. Lessee also agrees to keep all
                         systems exclusively serving or located within the
                         Premises pertaining to water, fire protection,
                         drainage, sewer, electrical, heating, ventilation, air
                         conditioning and lighting in good order and repair, and
                         agrees to return same to Lessor at the expiration of
                         this Lease or renewal hereof in good operating
                         condition, "ordinary wear and tear excepted". The
                         Lessee covenants and agrees that during the term of
                         this Lease and for such further time as the Lessee, or
                         any person claiming under it, shall hold the Premises
                         or any part thereof, it shall not cause the estate of
                         the Lessor in said Premises to become subject to any
                         lien, charge or encumbrance whatsoever, it being
                         agreed that the Lessee shall have no authority, express
                         or implied, to create any lien, charge or encumbrance
                         upon the estate of the Lessor in the Premises."

Repairs by Lessor         7. Lessor agrees to keep in good repair the
                        "structure and all structural elements of the Building",
                         the roof and the exterior walls, all building systems
                         not exclusively serving or located within the Premises
                         exclusive of painting, exclusive of all glass and
                         exclusive of all exterior doors. Lessor gives to Lessee
                         exclusive control of Premises and shall be under no
                         obligation to inspect said Premises. Lessee shall
                         promptly notify Lessor of any damage covered under this
                         paragraph, and Lessor shall be under no duty to repair
                         unless it receives notice of such damage.

Modifications and          8. No modifications or alterations to the building
Alterations to the       on the Premises or openings cut through the roof are
Premises                 allowed without prior written consent of Lessor, which
                         consent shall not be unreasonably withheld. In the
                         event any such modifications or alterations are
                         performed, same shall be completed in accordance with
                         all applicable codes and regulations.

Return of Premises         9. Lessee agrees to return the Premises to Lessor, at
                         the expiration or prior termination of this Lease,
                         broom clean and in as good condition and repair as when
                         first received, natural wear and tear, damage by storm,
                         fire, lightning, earthquake or other casualty alone
                         excepted. Lessee agrees to remove its personal property
                         from the Premises at the expiration or prior
                         termination of this Lease.

Destruction of or          10. If Premises are totally destroyed by storm, fire,
Damage to Premises       lightning, earthquake or other casualty, this Lease
                         shall terminate as of the date of such destruction, and
                         rental shall be accounted for as between Lessor and
                         Lessee as of that date. If Premises are damaged, but
                         not wholly destroyed by any of such casualties, rental
                         shall abate in such proportion as use of Premises has
                         been destroyed, and Lessor shall restore Premises to
                         substantially the same conditions as before damage as
                         speedily as practicable, whereupon full rental shall
                         recommence; provided further, however, that if the
                         damage shall be so extensive that the same cannot be
                         reasonably repaired and restored within six (6) months
                         from date of the casualty, then either Lessor or Lessee
                         may cancel this Lease by giving written notice to the
                         other party within thirty (30) days from the date of
                         such casualty. In the event of such cancellation,
                         rental shall be apportioned and paid up to the date of
                         such casualty.

Indemnity                  11. Lessee agrees to indemnify and save harmless the
                         Lessor against all claims for injuries to persons or
                         damages to property by reason of the use or occupancy
                         of the Premises, the improvements on the Premises or
                         the failure or cessation of services to the Premises,
                         and all expenses incurred by Lessor because of such
                         injuries or occupancy, including attorneys' fees and
                         court costs.

Governmental               12. Lessee agrees, as its own expense, to promptly
Orders                   comply with all requirements of any legally constituted
                         public authority made necessary by reason of Lessee's
                         manner of use or occupancy of Premises or operation of
                         its business. Lessor agrees to promptly comply with any
                         such requirements if not made necessary by reason of
                         Lessee's manner of occupancy or operation of the
                         Premises. Notwithstanding any provisions or limitations
                         in this paragraph to the contrary, Lessee shall be
                         responsible for any and all costs and expenses arising
                         from any violations of environmental laws or
                         regulations caused by Lessee's activities or occupancy
                         of the Premises.

Condemnation               13. If the whole of the Premises, or such portion
                         thereof as will make Premises unusable for the purpose
                         herein leased, shall be condemned by any legally
                         constituted authority for any public use or purpose,
                         or sold under threat of condemnation, then, in any of
                         said events the term hereby granted shall cease from
                         the time when possession or ownership thereof is taken
                         by public authorities and rental shall be accounted for
                         as between Lessor and Lessee as of that date. Such
                         termination, however, shall be without prejudice to the
                         rights of either Lessor or Lessee to recover
                         compensation and damage caused by condemnation from the
                         condemnor. It is further understood and agreed that
                         neither the Lessee, nor Lessor, shall have any rights
                         in any award made to the other by any condemnation.

Assignment                 14. Lessee may not assign this Lease, or any interest
                         thereunder, or sublet the Premises in whole or in part
                         without the prior express written consent of Lessor
                         (which consent shall not be unreasonably withheld) and
                         without giving prior written notice to Lessor of intent
                         to assign or sublease. Subtenants or assignees shall
                         become liable directly to Lessor for all obligations of
                         Lessee hereunder, without relieving Lessee's liability.
                         Lessee agrees not to assign or sublease Premises to any
                         one who will create a nuisance or trespass, nor use the
                         Premises for any illegal purpose; nor in violation of
                         any valid regulations of any governmental body; nor in
                         any manner to vitiate the insurance. Lessee further
                         agrees that if such subtenant or assignee is required
                         to pay a rental amount greater than the rental amount
                         required to be paid by Lessee hereunder, then Lessor
                         shall be entitled to receive and shall be paid such
                         increased amount. Upon any such sublease or assignment,
                         Lessee shall provide Lessor with copies of any and all
                         documents pertaining to such sublease or assignment.

Hazardous                  15. Lessee will not use or suffer the use (by
                         Lessee Substances or other person or entity), of the
                         premises as a landfill or as a dump for garbage or
                         refuse, or as a site for storage, treatment, or
                         disposal of hazardous wastes, hazardous substances, or
                         toxic substances (defined as "hazardous waste"
                         or hazardous substance" under Section 1004 of the
                         Federal Conservation and Recovery Act, 42 U.S.C.
                         ss.6801 et seq., or Section 101 of the Comprehensive
                         Environmental Responses, Compensation, and Liability
                         Act, 42 U.S.C. ss.9601 et seq. or under any other
                         applicable laws); Lessee shall not permit hazardous or
                         toxic waste, contaminants, asbestos, oil, radioactive
                         or other material, the removal of which is required or
                         the maintenance or storage of which is prohibited,
                         regulated, or penalized by any local, state, or federal
                         agency, authority, or governmental unit, to be brought
                         onto the Premises or if so brought or found located
                         thereon, shall cause the same to be immediately
                         removed, unless same complies with all applicable laws,
                         and Lessee's obligation to so remove shall survive the
                         termination of this Lease; Lessee will not use or
                         suffer the use of the Premises in any manner other than
                         in full compliance with all applicable federal, state
                         and local environmental laws and regulations; Lessee
                         warrants and represents that it has not received any
                         notice from a governmental agency for violation of any
                         environmental laws and regulations and, if such notice
                         is received, Lessee immediately shall notify Lessor
                         orally and in writing; Lessee shall indemnify, defend,
                         and hold Lessor harmless from and against any and all
                         costs, damages, and expenses (including, without
                         limitation, environmental compliance or response costs,
                         costs for all remedial action and/or damage to third
                         parties, attorneys' fees and court costs at both trial
                         and appellate levels,


                                       2
                                    (Fla-MT)
<PAGE>

                         and damages for business interruption and any lost
                         profits) resulting, directly or indirectly, from any
                         environmental contamination of the Premises or any
                         misstatement or misrepresentation of facts concerning
                         the matters recited in this paragraph.

Removal of Fixtures        16. Lessee may (if not in default hereunder) prior to
                         the expiration of this Lease, or any extension hereof,
                         remove all fixtures which Lessee has placed in
                         Premises, provided Lessee repairs all damages to
                         Premises caused by such removal. Provided, however,
                         Lessee shall not remove, under any circumstances, the
                         following: heating, ventilating, air conditioning,
                         plumbing, electrical and lighting systems and fixtures
                         or dock levelers. In the event this Lease is terminated
                         for any reason, any property remaining in or upon the
                         Premises may be deemed to become property of the Lessor
                         and Lessor may dispose of same as it deems proper with
                         no liability to Lessor and no obligation to Lessee.

Default; Remedies          17. It is mutually agreed that in the event: (A) the
                        rent herein reserved is not paid at the time and place
                        when and where due and Lessee fails to pay said rent
                        within ten (10) days after written demand from Lessor;
                        (B) the Premises shall be deserted or vacated; (C) the
                        Lessee shall fail to comply with any term, provision,
                        condition, or covenant of this Lease, other than the
                        payment of rent, and shall not cure such failure within
                        twenty (20) days after notice to the Lessee of such
                        failure to comply (or, if such default is of a nature
                        which cannot be cured within said twenty (20) days,
                        then in the event Lessee shall fail to commence to cure
                        such default and thereafter diligently prosecute such
                        cure to completion); (D) Lessee causes any lien to be
                        placed against the Premises and does not cure same
                        within twenty (20) days after notice from Lessor to
                        Lessee demanding cure, in any of such events, Lessor
                        shall have the option at once, or during continuance of
                        such default or condition to do any of the following, in
                        addition to, and not in limitation of any other remedy
                        permitted by law or by this Lease:

                         (1) Terminate this Lease, in which event Lessee shall
                         immediately surrender the Premises to Lessor. Lessee
                         agrees to indemnify Lessor for all loss, damage and
                         expense which Lessor may suffer by reason of such
                         termination, whether through inability to relet the
                         Premises, through decrease in rent, through incurring
                         court costs, actual attorneys' fees or other costs in
                         enforcing this provision or otherwise;

                         (2) Lessor, as Lessee's agent, without terminating this
                         Lease, may terminate Lessee's right of possession, and,
                         at Lessor's option, enter upon and rent Premises at the
                         best price obtainable by reasonable effort, without
                         advertisement and by private negotiations and for any
                         term Lessor deems proper. Lessee shall be liable to
                         Lessor for the deficiency, if any, between Lessee's
                         rent hereunder and the price obtained by Lessor on
                         reletting and for any damage, actual attorneys' fees or
                         expenses incurred by Lessor in enforcing its rights
                         under this provision.

                         (3) Lessor also retains the right to apply for and
                         obtain a dispossessory action against Lessee and to
                         hold Lessee liable for all costs incident to seeking
                         such dispossessory action, including actual attorneys'
                         fees and court costs.

                         Pursuit of any of the foregoing remedies shall not
                         preclude pursuit of any other remedies herein provided
                         or any other remedies provided by law. Lessor shall
                         have the duty to mitigate any possible damages which
                         may be incurred pursuant to any such default by Lessee
                         except in the event Lessee deserts or vacates the
                         Premises without prior notification to Lessor. Any
                         notice in this provision may be given by Lessor or its
                         attorney.

Entry for Carding,         18. Lessor may card Premises "For Lease" or "For
Etc.                     Sale" ninety (90) day before the termination of this
                         Lease. Lessor may enter the Premises at reasonable
                         hours during the term of this Lease to exhibit same to
                         prospective purchasers or tenants and to make repairs
                         required of Lessor under the terms hereof, or to make
                         repairs to Lessor's adjoining property, if any.

Effects of                 19. No termination of this Lease prior to the normal
Termination of           ending thereof, by lapse of time or otherwise, shall
Lease                    affect Lessor's right to collect rent for the period
                         prior to termination thereof.

No Estate in Land          20. This contract shall create the relationship of
                         landlord and tenant between Lessor and Lessee; no
                         estate shall pass out of Lessor; Lessee has only a
                         possessory interest, not subject to levy and sale, and
                         not assignable by Lessee except as provided in
                         Paragraph 14 above.

Holding Over               21. If Lessee remains in possession of Premises after
                         expiration of the term hereof, with Lessor's
                         acquiescence and without any express agreement of
                         parties, Lessee shall be month-to-month tenant upon all
                         the same terms and conditions as contained in this
                         Lease, except that the rental shall become one and
                         one-half times the amount in effect at the end of said
                         term of this Lease; and there shall be no renewal of
                         this Lease by operation of law. Such month-to-month
                         tenancy shall only require thirty (30) days notice by
                         either party to the other to terminate such tenancy
                         and Lessee's right of possession.

Rights Cumulative          22. All rights, powers and privileges conferred
                         hereunder upon parties hereto shall be cumulative but
                         not restrictive to those given by law.

Notices                    23. Any notice given pursuant to this Lease shall be
                         in writing and sent by certified mail, return receipt
                         requested, or by reputable overnight courier to:

                         (a) Lessor in care of Stone Mountain Industrial Park,
                         Inc., 5830 E. Ponce DeLeon Avenue, Stone Mountain,
                         Georgia 30083, or such other address as Lessor may
                         hereafter designate in writing to Lessee.

                         (b) Lessee in care of Attn: Ralph Liguori, Executive
                         Vice President Operations, Graham-Field, 400 Rabro Dr.
                         E., Hauppauge, New York 11788, or such other address as
                         Lessee may hereafter designate in writing to Lessor.

                         Any notice sent in the manner set forth above shall be
                         deemed sufficiently given for all purposes hereunder on
                         the day said notice is deposited in the mail or with
                         the courier.

Waiver of Rights           24. No failure of Lessor to exercise
                         any power given Lessor hereunder, or to insist upon
                         strict compliance by Lessee with its obligations
                         hereunder, and no custom or practice of the parties at
                         variance with the terms hereof shall constitute a
                         waiver of Lessor's right to demand exact compliance
                         with the terms hereof.

Time of Essence            25. Time is of the essence in this Lease.

Definitions                26. "Lessor" as used in this Lease shall include
                         Lessor, its heirs, representatives, assigns, and
                         successors in title to the Premises. "Lessee" shall
                         include Lessee, its heirs and representatives,
                         successors, and if this Lease shall be validly assigned
                         or sublet, shall include also Lessee's assignees or
                         sub-lessees, as to Premises covered by such assignment
                         or sublease. "Lessor" and "Lessee" include male and
                         female, singular and plural, corporation, partnership
                         or individual, as may fit the particular parties.


                                       3
<PAGE>

Exterior Signs             27. Lessee is given permission to erect its customary
                         sign used to identify itself on the front entrance
                         glass of the Premises provided any such sign by Lessee
                         shall be subject to and in conformity with all
                         applicable laws, zoning ordinances and building
                         restrictions or covenants of record and must be
                         approved by Lessor, based on the scaled drawing
                         provided by Lessee, before installation. In the event a
                         sign is erected by Lessee without Lessor's consent,
                         Lessor shall have the right to remove
                         said sign and charge the cost of such removal to Lease
                         as additional rent hereunder. Except upon prior written
                         consent from Lessor, in no event shall Lessee utilize
                         any portable or vehicular signs at the Premises. On or
                         before termination of this Lease Lessee shall remove
                         any sign this erected, and shall repair any damage or
                         disfurement, and close any holes, cause by such
                         removal.

Ad  Valorem Taxes          28. Lessee herein is leasing 28,255 square feet of a
                         156,206 square foot building. Lessor will pay all ad
                         valorem taxes levied against the full 156,206 square
                         foot building each year of the Lease term or any
                         renewal hereof. Commencing in the year 1997 and during
                         each remaining year of the Lease term herein granted,
                         or any renewal hereof, Lessee, as additional rent,
                         shall reimburse Lessor for all sums paid by Lessor for
                         the above ad valorem taxes, pro rata, based on the
                         square footage occupied by the Lessee, in the 156,206
                         square foot building in excess of $12,714.75 (which
                         amount represents a good faith estimate of the fully
                         assessed tax bill on the Premises based on current tax
                         bills on similar buildings). Upon being notified by
                         Lessor of said pro rata amount of ad valorem taxes,
                         Lessee will remit same to Lessor within thirty (30)
                         days in the same manner as rent.

Use of Premises and        29. (A) Premises shall be used for storage and
Insurance                distribution of medical products and related office
                         purposes. Premises shall not be used for any illegal
                         purposes, nor in any manner to create any nuisance or
                         trespass, nor in any manner to vitiate the insurance,
                         based on the above purposes for which the Premises are
                         leased.

                              (B) Lessee herein is leasing 28,255 square feet of
                         a 156,206 square foot building. Lessor will carry, at
                         Lessor's expense, "All Risk" Insurance Coverage on the
                         full 156,206 square foot building in an amount not less
                         than $3,000,000 or the full insurable value, whichever
                         is greater. The term "full insurable value" shall mean
                         the actual replacement cost, excluding foundation and
                         excavation costs, as determined by Lessor. Commencing
                         in the year 1997 and during each remaining year of the
                         Lease term herein granted, or any renewal hereof,
                         Lessee, as additional rent, shall reimburse Lessor for
                         all sums paid by Lessor the above coverage, pro rata,
                         based on the square footage occupied by the Lessee in
                         the 156,206 square foot building in excess of the
                         annual premium for said coverage for the year 1996,
                         unless such increases shall result of the
                         occupancy or use by any other tenant in
                         the building, in which case Lessee shall have no
                         obligation to pay any portion of such increase.
                         However, if such increases are the result of the
                         occupancy or use of Lessee or of the occupancy or use
                         by any sub-tenant or assignee of Lessee, Lessee shall
                         be responsible for the increase on the entire building.
                         Upon being notified by Lessor of said increased sums,
                         Lessee will remit to Lessor said amount within thirty
                         (30) days.

                              (C) Lessee will carry, at Lessee's own expense,
                         insurance coverage on all equipment, inventory,
                         fixtures, furniture, appliances and other personal
                         property on the Premises.

                              (D) Lessee shall procure, maintain and keep in
                         full force and effect at all times during the term of
                         this Lease and any renewal hereof, comprehensive public
                         liability insurance indemnifying Lessor and Lessee
                         against all claims and demands for injury to, or death
                         of, persons, or damage to property which may be claimed
                         to have occurred upon the Premises in an amount not
                         less than $2,000,000.00, per occurrence of coverage for
                         injury (including death) to one or more persons
                         attributable to a single occurrence and for property
                         damage.

                              To the full extent permitted by law, Lessor and
                         Lessee each waives all right of recovery against the
                         other for, and agrees to release the other from
                         liability for, loss or damage to the extent such loss
                         or damage is covered by valid and collectible insurance
                         in effect at the time of such loss or damage; provided
                         however, that the foregoing release by each party is
                         conditioned upon the other party's carrying insurance
                         with the above described waiver of subrogation, and if
                         such coverage is not obtained or maintained by either
                         party, then the other party's foregoing release shall
                         be deemed to be rescinded until such waiver is either
                         obtained or reinstated.

                              All insurance provided for in this Lease shall be
                         effected under enforceable policies issued by insurers
                         of recognized responsibility licensed to do business in
                         the state where the Premises are located. At least 15
                         days prior to the expiration date of any policy
                         procured by Lessee, the original renewal policy for
                         such insurance shall be delivered by the Lessee to the
                         Lessor. Within fifteen (15) days after the premium on
                         any such policy shall become due and payable, the
                         Lessor shall be furnished with satisfactory evidence of
                         its payment. The original policy or policies shall be
                         delivered to Lessor at the commencement of this Lease.

                              If the Lessee provides any insurance required by
                         this Lease in the form of a blanket policy, the Lessee
                         shall furnish satisfactory proof that such blanket
                         policy complies in all respects with the provisions of
                         this Lease, and that the coverage thereunder is at lest
                         equal to the coverage which would be provided under a
                         separate policy covering only the Premises.

                              If the Lessor so requires, the policies of
                         insurance provided for shall be payable to the holder
                         of any mortgage, as the interest of such holder may
                         appear, pursuant to a standard mortgage clause. All
                         such policies shall, to the extent obtainable provide
                         that any loss shall be payable to the Lessor or to the
                         holder of any mortgage notwithstanding any act or
                         negligence of the Lessee which might otherwise result
                         in forfeiture of such insurance. All such policies
                         shall, to the extent obtainable, contain an agreement
                         by the insurers that such policies shall not be
                         cancelled without a least thirty (30) days prior
                         written notice to the Lessor and to the holder of any
                         mortgage to whom loss hereunder may be payable.

Additional Charges         30. In addition to rent, Lessee shall pay monthly in
                         advance concurrent with rental payments, all applicable
                         State and Local Sales Tax on all sums due under this
                         Lease.

Radon Gas                  31. Radon is a naturally occurring radioactive gas
                         that, when it has accumulated in a building in
                         sufficient quantities, may present health risks to
                         persons who are exposed to it over time.
                         Levels of radon that exceed federal and state
                         guidelines have been found in buildings in Florida.
                         Additional information regarding radon and radon
                         testing may be obtained from your county public
                         health unit.

Grounds and
Common Area
Maintenance                32. Notwithstanding the provisions of Paragraph 6
                         herein above, Lessor shall provide all material,
                         equipment and labor for exterior landscape and grounds
                         maintenance for the Premises including mowing,
                         mulching, weeding, fertilizing, insecticiding, pruning,
                         routine replacement of trees and shrubbery, and other
                         landscaping, drainage, and irrigation system
                         maintenance. Lessor will also provide landscaping and
                         maintenance for right-of-way areas, and the common
                         irrigation and storm water management systems which
                         serve the Premises and Westside Industrial Park
                         ("common area maintenance").

                              Commencing in the year 1997 and during each
                         remaining year of the Lease term herein granted, or any
                         renewal hereof. Lessee, as additional rent, shall
                         reimburse Lessor for all sums paid by Lessor for the
                         above grounds and common area maintenance, pro rata
                         based on the square footage occupied by the Lessee, in
                         the 156,206 square foot building in excess of the total
                         amount of grounds and common area maintenance payable
                         for the year 1996. Upon being notified by Lessor of
                         said pro rata amount of grounds and common area
                         maintenance, Lessee will remit same to Lessor within
                         thirty (30) days in the same manner as rent.


                                       4
                                   (Fla-MTN)
<PAGE>

                              33. The building of which the Premises are a part
                         is served by one water meter. Lessor shall be billed by
                         the utility for all water consumed in building along
                         with related sewer charges, and Lessor shall promptly
                         pay said bills. Lessor shall, however, invoice Lessee
                         monthly for Lessee's share of such water and sewer
                         charges based on Lessee's portion of the leased space
                         in building, and Lessee shall promptly pay said bills.
                         If Lessee's consumption of water is increased by
                         "non-domestic" manufacturing, processing, or other
                         uses, exclusive of "domestic" uses such as office,
                         restroom, drinking fountain, or is increased by
                         "domestic" uses arising from occupancy by more than one
                         person per 2000 sq. ft. of leased floor area, Lessee's
                         share of water billed shall take such extra uses into
                         account. Conversely, if water use by any other occupant
                         of the building is increased by such "non-domestic" use
                         or "domestic" uses arising from occupancy exceeding one
                         person per 2000 sq. ft. of leased floor area, such
                         other occupant's billing shall take such extra use into
                         account. All other utilities will be separately
                         metered.

                         Attached hereto and incorporated herein by reference
                         are the following:

                         Addendum to Lease
                         Exhibit A - Legal Description
                         Exhibit B - Site Plan
                         Exhibit C - Building Specifications

                              THIS LEASE contains the entire agreement of the
                         parties hereto, and no representations, inducements,
                         promises or agreements, oral or otherwise, between the
                         parties, not embodied herein, shall be of any force or
                         effect.

                              If any term, covenant or condition of this Lease
                         or the application thereof to any person, entity or
                         circumstance shall, to any extent, be invalid or
                         unenforceable, the remainder of this Lease, or the
                         application of such term, covenant or condition to
                         persons, entities or circumstances other than those
                         which or to which used may be held invalid or
                         unenforceable, shall not be affected thereby, and each
                         term, covenant or condition of this Lease shall be
                         valid and enforceable to the fullest extent permitted
                         by law.

                              IN WITNESS WHEREOF, the parties have hereunto set
                         their hands and seals, the day and year first above
                         written.

Signed, sealed and delivered                Stone Mountain Industrial Park, Inc.
in the presence of:                          A Georgia Corporation

/s/ Linda G Lawson                          By: /s/ [ILLEGIBLE]
----------------------------------          ------------------------------------
Witness                                     Title: Vice President

                                            LESSOR               (Corp. Seal)

Signed, sealed and delivered                Graham-Field Health Products, Inc.
in the presence of:                          A Delaware Corporation

/s/ [ILLEGIBLE]                             By: /s/ Irwin Selinger
----------------------------------          ------------------------------------
Witness Vice President, General             Title: Chairman of the Board
         Counsel                            Lessee


                                       5
                                     (Fla-MT)
<PAGE>

                      ADDENDUM TO LEASE DATED APRIL 10, 1996

                  BETWEEN STONE MOUNTAIN INDUSTRIAL PARK, INC.
                                       AND
                       GRAHAM-FIELD HEALTH PRODUCTS, INC.


34.   SCHEDULE OF RENTS: Lessee shall pay to Lessor promptly on the first day of
      each month during the term of this Lease, in advance and without demand or
      offset:

            $9,348.81 per month July 1, 1996 through August 31, 1999.

35.   Provided that Lessee is not in default hereunder beyond applicable cure
      periods and that Lessee has not sublet the entire Premises or assigned
      this Lease or its rights hereunder, Lessee shall have the option to expand
      into a larger available facility owned by Stone Mountain Industrial Park,
      Inc. at any time during this Lease Term, and this Lease shall terminate
      upon the commencement date of the lease for such larger facility.

36.   Provided that Lessee is not in default hereunder beyond applicable cure
      periods and that Lessee has not sublet the entire Premises or assigned
      this Lease or its rights hereunder, Lessee shall not be responsible for
      any increases in ad valorem taxes above a total of $0.65 per square foot
      (so that Lessee's total responsibility will not exceed $0.20 per square
      foot); or increases in insurance expense above a total of $0.07 per square
      foot (so that Lessee's total responsibility will not exceed $0.02 per
      square foot); or increases in CAM charges above a total of $0.14 per
      square foot (so that Lessees total responsibility will not exceed $0.04
      per square foot), during the original term of this Lease, provided such
      increases are not due to Lessee's manner of use of the Premises or
      improvements to the Premises.

37.   Lessor warrants to Lessee that at the time of delivery of the Premises to
      Lessee, the Premises shall be in compliance with all laws, ordinances and
      codes generally applicable to the building of which the Premises are a
      part, but excluding any such laws, ordinances and codes which may be
      applicable to Lessee's manner of use of occupancy of the Premises. The
      certificate of occupancy for the Premises shall permit use of the Premises
      for warehouse purposes.

38.   Provided that Lessee is not in default hereunder beyond applicable cure
      periods and provided that Lessee has not sublet the entire Premises or
      assigned this Lease or its rights hereunder, during the first twelve (12)
      months of the term, Lessee shall have a "right of first offer" for all or
      a portion of the expansion space adjacent to the Premises, consisting of
      approximately 20,000 square feet, as more particularly shown on Exhibit B
      (the "Additional Space"), on the terms and conditions of this paragraph.
      If Lessor desires to offer all or any portion of the Additional Space for
      lease, Lessor will deliver to Lessee a written notice specifying the terms
      of the offer. Lessee will then have five (5) business days from the
      delivery of such notice to accept the offer in writing to lease the
      identical space as contained in the offer in accordance with terms of the
      offer. Lessor and Lessee shall promptly enter into an amendment to this
      Lease on all the same terms as this Lease, incorporating the rental terms
      contained in Lessor's notice with respect to the Additional Space, and
      adjusting other matters dependent upon the size of the new premises, such
      as Lessee's share of the common area expenses, ad valorem taxes and
      insurance premium payments. If Lessee fails to accept or rejects the offer
      within the 5-day period, Lessor will be entitled to lease the space on the
      same terms stated in the notice to Lessee; provided, however, that if
      Lessor proposes to lease the Additional Space on more favorable terms to a
      third-party, Lessor will again re-offer the Additional Space to Lessee on
      such terms and Lessee shall respond to such offer in the time period
      provided above. If Lessor does lease the space, the right granted Lessee
      under this paragraph will automatically terminate. However, if Lessor does
      not lease the space, the space will not subsequently be leased without
      Lessors compliance with this paragraph. Time is of the essence of this
      Lease.

39.   Lessor warrants to Lessee that all materials and equipment incorporated
      into the Premises will be new, and that the Premises will be of good
      quality, free from faults and defects, and constructed substantially in
      accordance with the Building Specifications attached hereto as Exhibit C
      and hereby incorporated herein. Lessor hereby warrants all workmanship and
      equipment installed by Lessor for a period of one (1) year from the
      commencement of the term. To the extent the buildout of the Premises are
      not totally completed at the time of delivery of the Premises to Lessee or
      at commencement of the term, Lessor shall promptly complete such buildout
      and repair or correct any "punchlist" items.
<PAGE>

40.   Lessor warrants to Lessee that, to the best of its knowledge, no hazardous
      or toxic waste, contaminants, asbestos, oil, radioactive or other material
      is located in, on or under the Premises, and the Premises, the building in
      which the Premises is located, and the property on which the building is
      constructed are in compliance with all applicable federal, state, and
      local environmental laws, ordinances, rules and regulations.

41.   Provided that Lessee is not in default hereunder beyond applicable cure
      periods and that Lessee has not sublet the entire Premises or assigned
      this Lease or its rights hereunder, Lessee shall have the one time option
      to renew this Lease for an additional two (2) year Lease Term under the
      same terms and conditions as herein set forth except that the monthly
      rental rate shall be $9,652. Lessee shall provide Lessor with not less
      than 180 days advance written notice of its intent to renew the Lease.

42.   Should Lessee not renew this Lease as provided for in Paragraph 40 above
      then Lessee shall pay to Lessor a one time payment of $27,000 for the cost
      of improvements made by Lessor. Said payment shall be made not less than
      180 days prior to the expiration of this Lease.
<PAGE>

                                LEGAL DESCRIPTION

                                    BLDG. 31

                            WESTSIDE INDUSTRIAL PARK

      A part of Section 27, Township 1 South, Range 25 East, Duval County
Florida, together with a portion of Pickett Land Company's Farms Subdivision as
recorded in Plat Book 5, page 93 of the current Public Records of Duval County,
Florida, together with a portion of Unit 1, Westside Industrial Park Subdivision
as recorded in Plat Book 46, page 84A-E of the current Public Records of Duval
County, Florida, and being more particularly described as follows:

      Begin at the point of intersection of the northern right of way of Forshee
Drive (80 ft. r/w) and the eastern right of way of Bulls Bay Hwy. (var. r/w);
running thence along the eastern right of way of Bulls Bay Hwy. (var. r/w) N0
(degrees) 00'00" E a distance of 56.40 feet to a point; running thence along
said right of way N 08 (degrees) 05'34" W a distance of 437.96 feet to a point;
running thence and leaving said right of way S 90 (degrees) 00'00" E a distance
of 970.35 feet to a point; running thence S 0 (degrees) 00'00" E a distance of
473.62 feet to a point lying on the northern right of way of Forshee Drive (80
ft/ r/w); running thence along said right of way and a curve to the right (said
curve having a chord bearing of S 84 (degrees) 42'02" W, a chord distance of
177.33 feet, and a radius of 960.00 feet) an arc distance of 286.0l feet to a
point; running thence along said right of way N 90 (degrees) 00'00" W a distance
of 732.12 feet to a point and the TRUE POINT OF BEGINNING.

      Said tract or parcel contains 10.5 acres and is more fully shown on that
Site Plan of Building 31 for Pattillo Construction Co., prepared by Jason R.
Houston, dated 12/01/94, last revised 12/27/94.
<PAGE>

                                   EXHIBIT "B"







                                   [Site Plan]
<PAGE>

Graham-Field
March 22, 1996

                            WESTSIDE INDUSTRIAL PARK
                    BUILDING SPECIFICATIONS - BUILDING NO. 31
                                  GRAHAM-FIELD

GENERAL FACILITY DESCRIPTION

(a)   Location:              Building No. 31, 8291 Forshee Drive, Westside
                             Industrial Park, Jacksonville, Florida.

(b)   Size & Overall
      Dimensions:            Approximately 28,255 sq. ft. including 1000 +/-
                             sq. ft. of office area with 24' minimum ceiling
                             clearance and 50' x 40' interior column spacing.

(c)   Office:                Approximately 1,000 +/- sq. ft. of centrally
                             heated and air conditioned office area at the
                             front of the premises. Offices will be built
                             according to a Floor Plan to be prepared by
                             Pattillo and mutually approved by Graham-Field and
                             Pattillo. (See Office Area Design & Finishes
                             section for additional detail)

(d)   General
      Conditions:            Cost of design, supervision, permits, fees,
                             meters, temporary utilities, and other expenses
                             related to construction are included. All work
                             shall be being performed in a professional manner
                             by Pattillo Construction Corporation in accordance
                             with the applicable laws and regulations in effect
                             in Duval County and the State of Florida. Special
                             water, sewer, environmental or other permits
                             related to Lessee's particular processes,
                             operations, or emissions are not included.

SITE WORK

(a)   Landscape, Drainage,
      & Irrigation:          All surface water drains away from the building. A
                             landscape architect has designed landscaping for
                             the premises, which is being installed in
                             accordance with overall standards for Westside
                             Industrial Park.


(b)   Automobile
      Parking:               Twenty (20) parking spaces paved with asphalt
                             along with required curb and gutter will be
                             provided.


(c)   Truck Areas &
      Access Drives:         The 120' deep truck court area and all drives are
                             paved with 6" of concrete rated at 3,000.


(d)   Curb & Gutter:         Poured with 3,000 PSI concrete 18" x 6".


(e)   Signs & Striping:      Parking areas will receive single line painted
                             striping and handicap signs.
CONCRETE

(a)  Foundations:            All footings have been designed for 3,000 PSF soil
                             bearing pressure and will poured with 3,000 PSI
                             concrete.

(b)  Slab on Grade:

      (1)   Five (5") inch thick 3,000 PSI concrete reinforced with synthetic
            fibers. The surface will be steel trowel finished and floors will be
            chemically cured and hardened with "Lapidolith". Subgrade will be
            chemically treated for termite protection. Caulking of floor joints
            is excluded.

      (2)   Column isolation joint will be non-keyed, diamond or round formed
            with asphalt impregnated felt.
<PAGE>

Graham-Field
Westside Industrial Park - Building No. 31
March 22, 1996
Page Four


(d)   Floors:

      (1)   Offices:          Carpeting with a $12.50/sq. yd. allowance or 12" x
                              12" x 1/8" vinyl composition tile as required.

      (2)   Restrooms:        4" x 4" ceramic tile.

      (3)   Production:       Sealed concrete floor.

(e)   Ceilings:               Spaces scheduled to receive acoustical tile
                              ceiling system shall have exposed grid system, 24
                              inches by 48 inches, non-directional fissured
                              mineral board, 5/8 inch thickness, square edges,
                              exposed steel "T" runners, white painted finish.
                              Ceiling shall be insulated with 3-1/2" inch
                              fiberglass batts.

(f)   Warehouse Finishes:

      (1)   The personnel doors and frames will be painted - two coats.

      (2)   Warehouse walls and structural steel columns and beams will be
            painted white.

(g)   Millwork:               Breakroom area shall be provided with base and/or
                              wall cabinets per office design.

(h)   Exclusion:              No provision has been made for raised computer
                              floor.

SPECIALTIES

(a)   Toilet Partitions:      Plastic laminate (wood particle board core) with
                              standard polish non-corrosive metal hardware.

(b)   Toilet Room Accessories:

      (1)   Brushed stainless steel toilet room accessories manufactured by
            Bobrick or equal shall be provided as follows:

      (2)   Combination semi-recessed paper towel dispenser and waste
            receptacle: one each toilet room.

      (3)   Framed mirrors: one each lavatory except where unframed mirrors are
            provided, sloped, handicapped type where required by Southern
            Building Code.

      (4)   Handicapped grab bars: one pair each toilet.

      (5)   Soap dispenser: one (1) each toilet room.

(c)   Fire Extinguishers:

      (1)   Fire extinguishers shall be provided as required by Southern
            Building Code in both the warehouse and office.

      (2)   All fire extinguishers in finished office areas are to be located in
            semi-recessed enameled steel cabinets with signage.
<PAGE>

Graham-Field
Westside Industrial Park - Building No. 31
March 22, 1996
Page Five


EQUIPMENT

Dock Levelers:               Two (2) 6' X 8' mechanical dock levelers with 16"
                             lips and rated for 20,000 pounds will be
                             installed.

PLUMBING

(a)   Service Lines:         A 2" water line with standard 2" meter connection
                             and 6" Schedule 40 PVC sewer line serve the
                             building. All systems and fixtures will be
                             designed in accordance with applicable Florida
                             codes. Domestic water piping above grade will be
                             copper. Restrooms will be provided as described
                             under Office Area Design and Finishes and will be
                             designed for handicapped accessibility as required
                             by code. Surcharges or tap on fees based on water
                             or sewage effluent quality or quantity are
                             excluded.

(b)   Restrooms:             Flush valve wall hung urinals and flush valve
                             floor mounted toilets will be provided.

(c)   Water Coolers:         One (1) wall mounted electric stainless steel, top
                             barrier free electric water cooler is included in
                             the office area.

(d)   Sinks:

      (1)   Bathroom lavatories to be provided per plan.

      (2)   Breakroom - single compartment, stainless steel sink shall be
            provided in breakroom vending area.

(e)   Water
      Closets:                Standard floor mounted, low consumption, flush
                              valve, open front, elongated bowl, 17" rim height,
                              white, vitreous china (handicap per code).

(f)   Urinals:                Wall mounted, low consumption, flush valve, white,
                              vitreous china.

(g)   Water Heater:           Electric, 25 gallon (typical) hot water will be
                              provided to restrooms and sinks.

(h)   Hose Bib:               Bronze or brass, integral mounting flange.

FIRE PROTECTION

(a)   Sprinkler               A complete wet ESFR sprinkler system in accordance
      System:                 with N.F.P.A. standards for a system. System shall
                              include yard mains, hose hydrants, interior hose
                              stations, sprinkler heads, and chrome pendant
                              heads will be used in the finished office area.
                              Office area to have 0.10 gpm per sq. ft. over most
                              remote 3,000 sq. ft. to Code.

(b)   Fire Hydrants:          Fire hydrants - will be provided per building
                              code.

(c)   Exclusion:              In-rack sprinkler, foam, etc. have not been
                              provided for.
HVAC/MECHANICAL

(a)   Natural Gas:            Natural gas supply will be provided to the
                              building with 2" - 2 psi entrance piping by the
                              gas utility company.
<PAGE>

Graham-Field
Westside Industrial Park - Building No. 31
March 22, 1996
Page Six


(b)   Office Area Heat and Cooling:

      (1)   A complete independent HVAC system shall be provided for the office
            areas.

      (2)   The HVAC system shall be packaged units and mounted on the roof or
            split systems with the condensers ground mounted. The units shall be
            York, Trane, Carrier or equal.

      (3)   Air distribution will be by ceiling diffusers and controls with be
            electric thermostats.

      (4)   An exhaust fan will be provided for each restroom.

(c)   Warehouse Area
      Heat:                  Suspended gas fired unit heaters will be provided.
                             Design will maintain 70 degrees fahrenheit at
                             outside temperature of 29 degrees fahrenheit.
      ELECTRICAL

(a)   Main
      Service:               400 amp, 277/480 volt, three phase 4 wire main
                             service with dry type transformers serving 120/208
                             volt loads. Secondary distribution to panels for
                             lights, office outlets, office HVAC and other
                             building circuitry equipment is included.
                             Circuitry for and connection of Purchaser supplied
                             equipment is not included except as provided
                             below.

(b)   Emergency
      Lighting:              Facility exits will be clearly marked and the
                             warehouse and office will have emergency light
                             fixtures, all according to State and local codes.
                             Approximately 10% of all fixtures will be quartz
                             restrike.

(c)   Warehouse
      Lighting:              All warehouse lighting to be metal halide fixtures
                             suspended between the bar joists. Lighting levels
                             will be to 30' candles.
(d)  Forklift
      Disconnect:            Two (2) 480 volt, 30 amp disconnects for
                             forklifts.
(e)  Exterior
      Lighting:              Building mounted exterior flood lights will be
                             installed at the corners of the building and above
                             truck loading doors. Soffit lighting will
                             highlight the front entrance. Lighting to provide
                             1/2 - 1 f.c. and to be high pressure sodium.

(f)   Offices:

      (1)   Lighting will be 2' x 4' lay in four tube 277 volt fixtures T8 lamps
            with electronic ballast. Lighting to be controlled by motion
            detector.

      (2)   Telephone wire ways include empty outlet boxes and conduit to above
            finished ceiling. Telephone and data systems wiring and equipment
            are excluded.

      (3)   110 Volt convenience outlets per standard.

(g)   Excluded:              Tenant supplied security and monitoring system.
<PAGE>

Graham-Field
Westside Industrial Park - Building No. 31
March 22, 1996
Page Three


(c)   Aluminium Entrance Doors and Fixed Glass Frames:

      (1)   Entrance door frames shall be narrow style, extruded aluminum, with
            electrostatically applied enamel finish in color selected by
            Architect/Engineer.

      (2)   Fixed glass storefront framing system shall be extruded aluminum
            sections with electrostatically applied enamel finish in color
            selected by Architect/Engineer. Members shall be installed with
            concealed fasteners.

(d)   Glass and Glazing:

      (1)   All exterior glass shall be reflective, 1/4 inch minimum thickness,
            double glazed, solar bronze, insulated. Installation shall be in
            accordance with the recommendations of the manufacturers of the
            glass and glazing materials.

      (2)   Interior sidelight glass shall be 1/4 inch clear glazing.

(e)   Finish hardware:

      (1)   Locks and latch sets shall be heavy duty cylindrical case, brushed
            aluminum finish as manufactured by Ruswin or equal. Lever handle
            sets shall be installed as required by code.

      (2)   Door closures shall be surface mounted.

      (3)   Push, kick, and mop plates shall be stainless or brushed aluminum.

      (4)   Hinges shall be heavy duty, ball bearing at doors with closures, oil
            bearing elsewhere. On exterior hardware provide non-removable hinge
            pins.

      (5)   Office area to be keyed separate from warehouse.

FINISIIES

(a)   General:

      1,000+/- sq. ft. of office area will be provided per office plan and will
      include 2 private offices, a reception area, a breakroom, and 2 single
      stall bathrooms.

(b)   Furring:    The 8" concrete block office/warehouse demising wall will be
                  furred and finished with 5/8" gypsum board.

(c)   Drywall:    Interior office walls and the temporary expansion wall shall
                  be constructed as follows:

      (1)   Sheetrock shall be 5/8 inch thickness, tapered edges, fire rated,
            where required. Corner beads to be metal and edge molding J type.
            Finished height 9' - 0" and shall be screw applied and finished with
            a ready mixed, all purpose joint compound. Fixture walls of toilet
            rooms shall receive moisture resistant gypsum board.

      (2)   Standard metal studs shall be 3-5/8", 26 gauge electro-galvanized
            steel, cold rolled C shaped, screw type, gauge as recommended by the
            manufacturer for partition framing. Studs to be 24" on center.

      (3)   Restrooms to have 4" x 4" quarry tile floor to 9' - 0" ceiling
            height.
<PAGE>

Graham-Field
Westside Industrial Park - Building No. 31
March 22, 1996
Page Two


      (3)   Expansion joints at slab perimeter with asphalt impregnated
            fiberboard, 5/8" thick.

      (4)   Control joints saw cut, 114 of slab depth, 1/8" wide, bisect bays.

      (5)   Construction joints will have smooth dowels every 18" on center.

(c)   Dock Canopies:          Seven (7) poured in place concrete canopies, one
                              over each dock door opening.

(d)   Exterior
      Stairways:              Concrete stairways lead from warehouse area to
                              truck court.

(e)   Excluded:               Striping, caulking, granular fill.

MASONRY

(a)   Exterior Walls:        Exterior walls will be four inch brick backed with
                             eight inch (8") concrete masonry unit.



(b)   Interior Walls:        Interior warehouse/office and demising walls will
                             be constructed with concrete masonry unit (12" x
                             8" x 16"). Control joints will be filled with one
                             layer 5/8" thick asphalt impregnated felt.
STRUCTURAL SYSTEM/METALS

(a)   Structural Steel:      Structural steel beams, columns and joists (column
                             spacing 40' x 40') including perimeter beams at
                             the eave line and wind columns as required. The
                             structural steel frame will be designed dead load
                             of 25 lbs. per square foot and a live load of 20
                             lbs. per square foot.

(b)   Steel Joists:          Designed for dead load of 25 lbs. per square foot
                             and live load of 20 lbs. per square foot and
                             Seismic Zone 1. Bridging will be 1" x 1" x 7/67".

MOISTURE PROTECTION

(a)   The roof deck is galvanized steel deck (0.5" deep) covered with a flood
      coat of lightweight insulating aggregate concrete with 1" polystyrene
      board embedded in the flood coat along with two inches of additional
      insulating concrete above the polystyrene board. The insulating concrete
      will be covered with a 4 ply, smooth surface, fiberglass built-up roof
      membrane topped with light tan pea gravel. The roof system is designed to
      provide an "U" Factor of approximately 10 as calculated in accordance with
      the Energy Efficiency Code. Gutters and downspouts are shop cooled
      galvanized steel, 24 gauge.

DOORS AND WINDOWS

(a)  Overhead Dock
     Height Truck
     Doors:                  Seven (7) each 10' (w) x 10' (h) doors are to be
                             provided at each truck door. Each truck door is a
                             24 gauge steel, high lift truck door with 13 gauge
                             angle mounted track.

(b)  Wood Doors:             Flush, solid core, 36" x 84", 1-3/4" thickness,
                             birch veneer face, stain grade doors shall be
                             provided for all interior office spaces.