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                                                                   Exhibit 10.38

                        STANDARD INDUSTRIAL LEASE - NET

                  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

                                  [LOGO "A.I.R."]

1.   PARTIES. This Lease, dated, for reference purposes only, January 25, 2000,
is made by and between AKA Enterprises, a California limited partnership
(herein called "Lessor") and Dental/Medical Diagnostic Systems, Inc., a Delaware
corporation (herein called "Lessee").

2.   PREMISES. Lessor hereby leases to Lessee and Lessee leases from Lessor for
the term, at the rental, and upon all of the conditions set forth herein, that
certain real property situated in the County of Los Angeles, State of
California, commonly known as 6416 Variel Avenue, Woodland Hills, CA and
described as a single-story concrete tilt-up building of approximately 23,800
square feet together with all contiguous parking spaces as shown on Exhibit A
attached hereto.

     Said real property including the land and all improvements therein, is
herein called "the Premises".

3.   TERM.

     3.1  TERM. The term of this Lease shall be for Sixty (60) months
commencing on March 1, 2000 and ending on February 28, 2005 unless sooner
terminated pursuant to any provision hereof.

     3.2  DELAY IN POSSESSION. Notwithstanding said commencement date, if for
any reason Lessor cannot deliver possession of the Premises to Lessee on said
date, Lessor shall not be subject to any liability therefor, nor shall such
failure affect the validity of this Lease or the obligations of Lessee
hereunder or extend the term hereof, but in such case, Lessee shall not be
obligated to pay rent until possession of the Premises is tendered to Lessee;
provided, however, that if Lessor shall not have delivered possession of the
Premises within sixty (60) days from said commencement date, Lessee may, at
Lessee's option, by notice in writing to Lessor within ten (10) days
thereafter, cancel this Lease, in which event the parties shall be discharged
from all obligations hereunder; provided further, however, that if such written
notice of Lessee is not received by Lessor within said ten (10) day period,
Lessee's right to cancel this Lease hereunder shall terminate and be of no
further force or effect.

     3.3  EARLY POSSESSION. If Lessee occupies the Premises prior to said
commencement date, such occupancy shall be subject to all provisions hereof,
such occupancy shall not advance the termination date.

4.   RENT. Lessee shall pay to Lessor as rent for the Premises, monthly
payments of $25,466.00, in advance, on the first day of each month of the term
hereof. Lessee shall pay Lessor upon the execution hereof $__________ as rent
for [See Paragraph 48.] Rent for any period during the term hereof which is for
less than one month shall be a pro rata portion of the monthly installment.
Rent shall be payable in lawful money of the United States to Lessor at the
address stated herein or to such other persons or at such other places as
Lessor may designate in writing.

5.   SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof
$25,466.00 as security for Lessee's faithful performance of Lessee's
obligations hereunder. If Lessee fails to pay rent or other charges due
hereunder, or otherwise defaults with respect to any provision of this Lease,
Lessor may use, apply or retain all or any portion of said deposit for the
payment of any rent or other charge in default or for the payment of any other
sum to which Lessor may become obligated by reason of Lessee's default, or to
compensate Lessor for any loss or damage which Lessor may suffer thereby. If
Lessor so uses or applies all or any portion of said deposit, Lessee shall
within ten (10) days after written demand therefor deposit cash with Lessor in
an amount sufficient to restore said deposit to the full amount hereinabove
stated and Lessee's failure to do so shall be a material breach of this Lease.
If the monthly rent shall, from time to time, increase during the term of this
Lease, Lessee shall thereupon deposit with Lessor additional security deposit
so that the amount of security deposit held by Lessor shall at all times bear
the same proportion to current rent as the original security deposit bears to
the original monthly rent set forth in paragraph 4 hereof. Lessor shall not be
required to keep said deposit separate from its general accounts. If Lessee
performs all of Lessee's obligations hereunder, said deposit, or so much
thereof as has not theretofore been applied by Lessor, shall be returned,
without payment of interest or other increment for its use, to Lessee (or, at
Lessor's option, to the last assignee, if any, of Lessee's interest hereunder)
at the expiration of the term hereof, and after Lessee has vacated the
Premises. No trust relationship is created herein between Lessor and Lessee
with respect to said Security Deposit.

6.   USE.

     6.1  USE. The Premises shall be used and occupied only for general offices
and warehouse for the assembly and distribution of medical/dental equipment,
and other related uses or any other use which is reasonably comparable and for
no other purpose.

     6.2  COMPLIANCE WITH LAW.

          (a)  Lessor warrants to Lessee that the Premises, in its state
existing on the date that the Lease term commences, but without regard to the
use for which Lessee will use the Premises, does not violate any covenants or
restrictions of record, or any applicable building code, regulation or
ordinance in effect on such Lease term commencement date. In the event it is
determined that this warranty has been violated, then it shall be the
obligation of the Lessor, after written notice from Lessee, to promptly, at
Lessor's sole cost and expense, rectify any such violation. In the event Lessee
does not give to Lessor written notice of the violation of this warranty within
six months from the date that the Lease term commences, the correction of same
shall be the obligation of the Lessee at Lessee's sole cost. The warranty
contained in this paragraph 6.2(a) shall be of no force or effect if, prior to
the date of this Lease, Lessee was the owner or occupant of the Premises, and,
in such event, Lessee shall correct any such violation at Lessee's sole cost.

          (b)  Except as provided in paragraph 6.2(a), Lessee shall, at
Lessee's expense, comply promptly with all applicable statutes, ordinances,
rules, regulations, orders, covenants and restrictions of record, and
requirements in effect during the term or any part of the term hereof,
regulating the use by Lessee of the Premises. Lessee shall not use nor permit
the use of the Premises in any manner that will tend to create waste or a
nuisance or, if there shall be more than one tenant in the building containing
the Premises, shall tend to disturb such other tenants.

     6.3  CONDITION OF PREMISES.                              See Paragraph 49.

          (a)  Lessor shall deliver the Premises to Lessee clean and free of
debris on Lease commencement date (unless Lessee is already in possession) and
Lessor further warrants to Lessee that the plumbing, lighting, air
conditioning, heating, and loading doors in the Premises shall be in good
operating condition on the Lease commencement date. In the event that it is
determined that this warranty has been violated, then it shall be the
obligation of Lessor, after receipt of written notice from Lessee setting forth
with specificity the nature of the violation, to promptly, at Lessor's sole
cost, rectify such violation. Lessee's failure to give such written notice to
Lessor within thirty (30) days after the Lease commencement date shall cause
the conclusive presumption that Lessor has complied with all of Lessor's
obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be
of no force or effect if prior to the date of this Lease, Lessee was the owner
or occupant of the Premises.

          (b)  Except as otherwise provided in this Lease, Lessee hereby
accepts the Premises in their condition existing as of the Lease commencement
date or the date that Lessee takes possession of the Premises, whichever is
earlier, subject to all applicable zoning, municipal, county and state laws,
ordinances and regulations governing and regulating the use of the Premises,
and any covenants or restrictions of record, and accepts this Lease subject
thereto and all matters disclosed thereby and by any exhibits attached hereto.
Lessee acknowledges that neither Lessor nor Lessor's agent has made any
representation or warranty as to the present or future suitability of the
Premises for the conduct of Lessee's business.

7.   MAINTENANCE, REPAIR AND ALTERATIONS.                     See Paragraph 50.

     7.1  LESSEE'S OBLIGATIONS. Lessee shall keep in good order, condition and
repair the Premises and every part thereof, structural and nonstructural,
(whether or not such portion of the Premises requiring repair, or the means of
repairing the same are reasonably or readily accessible to Lessee, and whether
or not the need for such repairs occurs as a result of Lessee's use, any prior
use, the elements or the age of such portion of the Premises) including,
without limiting the generality of the foregoing, all plumbing, heating, air
conditioning, ventilating, electrical, lighting facilities and equipment
within the Premises, fixtures, walls (interior and exterior), foundations,
ceilings, roofs (interior and exterior), floors, windows, doors, plate glass
and skylights located within the Premises, and all landscaping, driveways,
parking lots, fences and signs located on the Premises and sidewalks and
parkways adjacent to the Premises.

     7.2  SURRENDER. On the last day of the term hereof, or on any sooner
termination, Lessee shall surrender the Premises to Lessor in the same
condition as when received, ordinary wear and tear excepted, clean and free of
debris. Lessee shall repair any damage to the Premises occasioned



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(C) American Industrial Real Estate Association 1980
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by the installation or removal of Lessee's trade fixtures, furnishings and
equipment. Notwithstanding anything to the contrary otherwise stated in this
Lease, Lessee shall leave the air lines, power panels, electrical distribution
systems, lighting fixtures, space heaters, air conditioning, plumbing and
fencing on the premises in good operating condition.

     7.3  LESSOR'S RIGHTS. If Lessee fails to perform Lessee's obligations under
this Paragraph 7, or under any other paragraph of this Lease, Lessor may at its
option (but shall not be required to) enter upon the Premises after ten (10)
days' prior written notice to Lessee (except in the case of an emergency, in
which case no notice shall be required), perform such obligations on Lessee's
behalf and put the same in good order, condition and repair, and the cost
thereof together with interest thereon at the maximum rate then allowable by
law shall become due and payable as additional rental to Lessor together with
Lessee's next rental installment.

     7.4  LESSOR'S OBLIGATIONS. See Paragraph 50.

     7.5  ALTERATIONS AND ADDITIONS.

          (a) Lessee shall not, without Lessor's prior written consent make any
alterations, improvements, additions, or Utility Installations in, on or about
the Premises, except for nonstructural alterations not exceeding $2,500 in
cumulative costs during the term of this Lease. In any event, whether or not in
excess of $2,500 in cumulative cost, Lessee shall make no change or alteration
to the exterior of the Premises nor the exterior of the building(s) on the
Premises without Lessor's prior written consent. As used in this Paragraph 7.5
the term "Utility Installation" shall mean carpeting, window coverings, air
lines, power panels, electrical distribution systems, lighting fixtures, space
heaters, air conditioning, plumbing, and fencing. Lessor may require that Lessee
remove any or all of said alterations, improvements, additions or Utility
Installations at the expiration of the term, and restore the Premises to their
prior condition. Lessor may require Lessee to provide Lessor, at Lessee's sole
cost and expense, a lien and completion bond in an amount equal to one and
one-half times the estimated cost of such improvements, to insure Lessor against
any liability for mechanic's and materialmen's liens and to insure completion
of the work. Should Lessee make any alterations, improvements, additions or
Utility Installations without the prior approval of Lessor, Lessor may require
that Lessee remove any or all of the same.

     (b) Any alterations, Improvements, additions or Utility Installations in,
or about the Premises that Lessee shall desire to make and which requires the
consent of the Lessor shall be presented to Lessor in written form, with
proposed detailed plans. If Lessor shall give its consent, the consent shall be
deemed conditioned upon Lessee acquiring a permit to do so from appropriate
governmental agencies, the furnishing of a copy thereof to Lessor prior to the
commencement of the work and the compliance by Lessee of all conditions of said
permit in a prompt and expeditious manner.

     (c) Lessee shall pay, when due, all claims for labor or materials
furnished or alleged to have been furnished to or for Lessee at or for use in
the Premises, which claims are or may be secured by any mechanics' or
materialmen's lien against the Premises or any interest therein. Lessee shall
give Lessor not less than ten (10) days' notice prior to the commencement of
any work in the Premises, and Lessor shall have the right to post notices of
non-responsibility in or on the Premises as provided by law. If Lessee shall,
in good faith, contest the validity of any such lien, claim or demand, then
Lessee shall, at its sole expense defend itself and Lessor against the same and
shall pay and satisfy any such adverse judgment that may be rendered thereon
before the enforcement thereof against the Lessor or the Premises, upon the
condition that if Lessor shall require, Lessee shall furnish to Lessor a surety
bond satisfactory to Lessor in an amount equal to such contested lien claim or
demand indemnifying Lessor against liability for the same and holding the
Premises as free from the effect of such lien or claim. In addition, Lessor may
require Lessee to pay Lessor's attorneys fees and costs in participating in
such action if Lessor shall decide it is to its best interest to do so.

     (d) Unless Lessor requires their removal, as set forth in Paragraph
7.5(a), all alterations, improvements, additions and Utility Installments
(whether or not such Utility Installments constitute trade fixtures of Lessee),
which may be made on the Premises, shall become the property of Lessor and
remain upon and be surrendered with the Premises at the expiration of the term.
Notwithstanding the provisions of this Paragraph 7.5(d), Lessee's machinery and
equipment, other than that which is affixed to the Premises so that it cannot
be removed without material damage to the Premises, shall remain the property
of Lessee and may be removed by Lessee subject to the provisions of Paragraph
7.2.

8.   INSURANCE INDEMNITY.

     8.1  INSURING PARTY. As used in this Paragraph 8, the term "insuring
party" shall mean the party who has the obligation to obtain the Property
Insurance required hereunder. The insuring party shall be designated in
Paragraph 46 hereof. In the event Lessor is the insuring party, Lessor shall
also maintain the liability insurance described in paragraph 8.2 hereof, in
addition to, and not in lieu of, the insurance required to be maintained by
Lessee under said paragraph 8.2, but Lessor shall not be required to name
Lessee as an additional insured on such policy. Whether the insuring party is
the Lessor or the Lessee, Lessee shall as additional rent for the Premises, pay
the cost of all insurance required hereunder except for that portion of the
cost attributable to Lessor's liability insurance coverage in excess of
$2,000,000 per occurrence. If Lessor is the insuring party Lessee shall, within
ten (10) days following demand by Lessor, reimburse Lessor for the cost of the
insurance so obtained.

     8.2  LIABILITY INSURANCE. Lessee shall, at Lessee's expense obtain and keep
in force during the term of this Lease a policy of Combined Single Limit, Bodily
injury and Property Damage insurance insuring Lessor and Lessee against any
liability arising out of the ownership, use, occupancy or maintenance of the
Premises and all areas appurtenant thereto. Such insurance shall be a combined
single limit policy in an amount not less than $1,000,000 per occurrence. The
policy shall insure performance by Lessee of the indemnity provision of this
Paragraph 8. The limits of said insurance shall not, however, limit the
liability of Lessee hereunder.

     8.3  PROPERTY INSURANCE.

          (a) The insuring party shall obtain and keep in force during the term
of this Lease a policy or policies of insurance covering loss or damage to the
Premises, in the amount of the full replacement value thereof, as the same may
exist from time to time, which replacement value is now $1,350,000, but in no
event less than the total amount required by Lenders having liens on the
Premises, against all perils included within the classification of fire,
extended coverage, vandalism, malicious mischief, flood (in the event same is
required by a lender having a lien on the Premises), and special extended perils
("all risk" as such term is used in the insurance industry). Said insurance
shall provide for payment of loss thereunder to Lessor or to the holders of
mortgages or deeds of trust on the Premises. The insuring party shall, in
addition, obtain and keep in force during the term of this Lease a policy of
rental value insurance covering a period of one year, with loss payable to
Lessor, which insurance shall also cover all real estate taxes and insurance
costs for said period. A stipulated value or agreed amount endorsement deleting
the coinsurance provision of the policy shall be procured with said insurance as
well as an automatic increase in insurance endorsement causing the increase in
annual property insurance coverage by 2% per quarter. If the insuring party
shall fail to procure and maintain said insurance the other party may, but shall
not be require to, procure and maintain the same, but at the expense of Lessee.
If such insurance coverage has a deductible clause, the deductible amount shall
not exceed $1,000 per occurrence, and Lessee shall be liable for such deductible
amount.

          (b) If the Premises are part of a larger building, or if the Premises
are part of a group of buildings owned by Lessor which are adjacent to the
Premises, then Lessee shall pay for any increase in the property insurance of
such other buildings if said increase is caused by Lessee's acts, omissions, use
or occupancy of the Premises.

          (c) If the Lessor is the insuring party the Lessor will not insure
Lessee's fixtures, equipment or tenant improvements unless the tenant
improvements have become a part of the Premises under paragraph 7, hereof. But
if Lessee is the insuring party the Lessee shall insure its fixtures, equipment
and tenant improvements.

     8.4  INSURANCE POLICIES. Insurance required hereunder shall be in
companies holding a "General Policyholders Rating" of at least B plus, or such
other rating as may be required by a lender having a lien on the Premises, as
set forth in the most current issue of "Best's Insurance Guide". The insuring
party shall deliver to the other party copies of policies of such insurance or
certificates evidencing the existence and amounts of such insurance with loss
payable clauses as required by this paragraph 8. No such policy shall be
cancellable or subject to reduction of coverage or other modification except
after thirty (30) days' prior written notice to Lessor. If Lessee is the
insuring party Lessee shall, at least thirty (30) days prior to the expiration
of such policies, furnish Lessor with renewals or "binders" thereof, or Lessor
may order such insurance and charge the cost thereof to Lessee, which amount
shall be payable by Lessee upon demand. Lessee shall not do or permit to be
done anything which shall invalidate the insurance policies referred to in
Paragraph 8.3. If Lessee does or permits to be done anything which shall
increase the cost of the insurance policies referred to in Paragraph 8.3, then
Lessee shall forthwith upon Lessor's demand reimburse Lessor for any additional
premiums attributable to any act or omission or operation of Lessee causing
such increase in the cost of insurance. If Lessor is the insuring party, and if
the insurance policies maintained hereunder cover other improvements in
addition to the Premises, Lessor shall deliver to Lessee a written statement
setting forth the amount of any such insurance cost increase and showing in
reasonable detail the manner in which it has been computed.

     8.5  WAIVER OF SUBROGATION. Lessee and Lessor each hereby release and
relieve the other, and waive their entire right of recovery against the other
for loss or damage arising out of or incident to the perils insured against
under paragraph 8.3, which perils occur in, on or about the Premises, whether
due to the negligence of Lessor or Lessee or their agents, employees,
contractors and/or invitees. Lessee and Lessor shall, upon obtaining the
policies of insurance required hereunder, give notice to the insurance carrier
or carriers that the foregoing mutual waiver of subrogation is contained in
this Lease.

     8.6  INDEMNITY.* Lessee shall indemnify and hold harmless Lessor from and
against any and all claims arising from Lessee's use of the Premises, or from
the conduct of Lessee's business or from any activity, work or things done,
permitted or suffered by Lessee in or about the Premises or elsewhere and shall
further indemnify and hold harmless Lessor from and against any and all claims
arising from any breach or default in the performance of any obligation on
Lessee's part to be performed under the terms of this Lease, or arising from any
negligence of the Lessee, or any of Lessee's agents, contractors, or employees,
and from and against all costs, attorney's fees, expenses and liabilities
incurred in the defense of any such claim or any action or proceeding brought
thereon; and in case any action or proceeding be brought against Lessor by
reason of any such claim, Lessee upon notice from Lessor shall defend the same
at Lessee's expense by counsel satisfactory to Lessor. Lessee, as a material
part of the consideration to Lessor, hereby assumes all risk of damage to
property or injury to persons, in, upon or about the Premises arising from any
cause and Lessee hereby waives all claims in respect thereof against Lessor.

     8.7  EXEMPTION TO LESSOR FROM LIABILITY.* Lessee hereby agrees that Lessor
shall not be liable for injury to Lessee's business or any loss of income
therefrom or for damage to the goods, wares, merchandise or other property of
Lessee, Lessee's employees, invitees, customers, or any other person in or about
the Premises, nor shall Lessor be liable for injury to the person of Lessee,
Lessee's employees, agents or contractors, whether such damage or injury is
caused by or results from fire, steam, electricity, gas, water or rain, or from
the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures, or from any other
cause, whether the said damage or injury results from conditions arising upon
the Premises or upon other portions of the building of which the Premises are a
part, or from other sources or places and regardless of whether the cause of
such damage or injury or the means of repairing the same is inaccessible to
Lessee. Lessor shall not be liable for any damages arising from any act or
neglect of any other tenant, if any, of the building in which the Premises are
located.

* Except for Lessor's gross negligence, or willful misconduct or that of its
employees, agents or contractors.


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9.   DAMAGE OR DESTRUCTION.

     9.1  DEFINITIONS.

          (a) "Premises Partial Damage" shall herein mean damage or destruction
to the Premises to the extent that the cost of repair is less than 50% of the
then replacement cost of the Premises. "Premises Building Partial Damage" shall
herein mean damage or destruction to the building of which the Premises are a
part to the extent that the cost of repair is less than 50% of the then
replacement cost of such building as a whole.

          (b) "Premises Total Destruction" shall herein mean damage or
destruction to the Premises to the extent that the cost of repair is 50% or more
of the then replacement cost of the Premises. "Premises Building Total
Destruction" shall herein mean damage or destruction to the building of which
the Premises are a part to the extent that the cost of repair is 50% or more of
the then replacement cost of such building as a whole.

          (c) "Insured Loss" shall herein mean damage or destruction which was
caused by an event required to be covered by the insurance described in
paragraph 8.

     9.2  PARTIAL DAMAGE -- INSURED LOSS. Subject to the provisions of
paragraphs 9.4, 9.5 and 9.8, if at any time during the term of this Lease there
is damage which is an insured Loss and which falls into the classification of
Premises Partial Damage or Premises Building Partial Damage, then Lessor shall,
at Lessor's expense, repair such damage, but not Lessee's fixtures, equipment or
tenant improvements unless the same have become a part of the Premises pursuant
to Paragraph 7.5 hereof as soon as reasonably possible and this Lease shall
continue in full force and effect. Notwithstanding the above, if the Lessee is
the insuring party, and if the insurance proceeds received by Lessor are not
sufficient to effect such repair, Lessor shall give notice to Lessee of the
amount required in addition to the insurance proceeds to effect such repair.
Lessee shall contribute the required amount to Lessor within ten days after
Lessee has received notice from Lessor of the shortage in the insurance. When
Lessee shall contribute such amount to Lessor, Lessor shall make such repairs as
soon as reasonably possible and this Lease shall continue in full force and
effect. Lessee shall in no event have any right to reimbursement for any such
amounts so contributed.

     9.3  PARTIAL DAMAGE -- UNINSURED LOSS. Subject to the provisions of
Paragraphs 9.4, 9.5 and 9.6, if at any time during the term of this Lease there
is damage which is not an insured Loss and which falls within the
classification of Premises Partial Damage or Premises Building Partial Damage,
unless caused by a negligent or willful act of Lessee (in which event Lessee
shall make the repairs at Lessee's expense), Lessor may at Lessor's option
either (i) repair such damage as soon at reasonably possible at Lessor's
expense, in which event this Lease shall continue in full force and effect, or
(ii) give written notice to Lessee within thirty (30) days after the date of
the occurrence of such damage of Lessor's intention to cancel and terminate
this Lease, as of the date of the occurrence of such damage. In the event
Lessor elects to give such notice of Lessor's intention to cancel and terminate
this Lease, Lessee shall have the right within ten (10) days after the receipt
of such notice to give written notice to Lessor of Lessee's intention to repair
such damage at Lessee's expense, without reimbursement from Lessor, in which
event this Lease shall continue in full force and effect, and Lessee shall
proceed to make such repairs as soon as reasonably possible. If Lessee does not
give such notice within such 10-day period this Lease shall be cancelled and
terminated as of the date of the occurrence of such damage.

     9.4  TOTAL DESTRUCTION. If at any time during the term of this Lease there
is damage, whether or not an insured Loss, (including destruction required by
any authorized public authority), which falls into the classification of
Premises Total Destruction or Premises Building Total Destruction, this Lease
shall automatically terminate as of the date of such total destruction.

     9.5  DAMAGE NEAR END OF TERM.

          (a) If at any time during the last six months of the term of this
Lease there is damage, whether or not an insured Loss, which falls within the
classification of Premises Partial Damage, Lessor may at Lessor's option cancel
and terminate this Lease as of the date of occurrence of such damage by giving
written notice to Lessee of Lessor's election to do so within 30 days after the
date of occurrence of such damage.

          (b) Notwithstanding paragraph 9.5(a), in the event that Lessee has an
option to extend or renew this Lease, and the time within which said option may
be exercised has not yet expired, Lessee shall exercise such option, if it is to
be exercised at all, no later than 20 days after the occurrence of an insured
Loss falling within the classification of Premises Partial Damage during the
last six months of the term of this Lease. If Lessee duly exercises such option
during said 20 day period, Lessor shall, at Lessor's expense, repair such damage
as soon as reasonably possible and this Lease shall continue in full force and
effect. If Lessee fails to exercise such option during said 20 day period, then
Lessor may at Lessor's option terminate and cancel this Lease as of the
expiration of said 20 day period by giving written notice to Lessee of Lessor's
election to do so within 10 days after the expiration of said 20 day period,
notwithstanding any term or provision in the grant of option to the contrary.

     9.6  ABATEMENT OF RENT; LESSEE'S REMEDIES.

          (a) In the event of damage described in paragraphs 9.2 or 9.3, and
Lessor or Lessee repairs or restores the Premises pursuant to the provisions of
this Paragraph 9, the rent payable hereunder for the period during which such
damage, repair or restoration continues shall be abated in proportion to the
degree to which Lessee's use of the Premises is impaired. Except for abatement
of rent, if any, Lessee shall have no claim against Lessor for any damage
suffered by reason of any such damage, destruction, repair or restoration.

          (b) If Lessor shall be obligated to repair or restore the Premises
under the provisions of this Paragraph 9 and shall not commence such repair or
restoration within 90 days after such obligations shall accrue, Lessee may at
Lessee's option cancel and terminate this Lease by giving Lessor written notice
of Lessee's election to do so at any time prior to the commencement of such
repair or restoration. In such event this Lease shall terminate as of the date
of such notice.

     9.7  TERMINATION -- ADVANCE PAYMENTS. Upon termination of this Lease
pursuant to this Paragraph 9, an equitable adjustment shall be made concerning
advance rent and any advance payments made by Lessee to Lessor. Lessor shall,
in addition, return to Lessee so much of Lessee's security deposit as has not
theretofore been applied by Lessor.

     9.8  WAIVER. Lessor and Lessee waive the provisions of any statutes which
relate to termination of leases when leased property is destroyed and agree
that such event shall be governed by the terms of this Lease.

10.  REAL PROPERTY TAXES.

     10.1 PAYMENT OF TAXES. Lessee shall pay to Lessor the real property tax,
as defined in paragraph 10.2, applicable to the Premises during the term of
this Lease. All such payments shall be made at least ten (10) days prior to the
delinquency date of such payment. Lessee shall promptly furnish Lessor with
satisfactory evidence that such taxes have been paid. If any such taxes paid by
Lessee shall cover any period of time prior to or after the expiration of the
term hereof, Lessee's share of such taxes shall be equitably prorated to cover
only the period of time within the tax fiscal year during which this Lease
shall be in effect, and Lessor shall reimburse Lessee to the extent required.
If Lessee shall fail to pay any such taxes, Lessor shall have the right to pay
the same, in which case Lessee shall repay such amount to Lessor with Lessee's
next rent installment together with interest at the maximum rate then allowable
by law.

     10.2 DEFINITION OF "REAL PROPERTY TAX". As used herein, the term "real
property tax" shall include any form of real estate tax or assessment, general,
special, ordinary or extraordinary, and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance, personal income
or estate taxes) imposed on the Premises by any authority having the direct or
indirect power to tax, including any city, state or federal government, or any
school, agricultural, sanitary, fire, street, drainage or other improvement
district thereof, as against any legal or equitable interest of Lessor in the
Premises or in the real property of which the Premises are a part, as against
Lessor's right to rent or other income therefrom, and as against Lessor's
business of leasing the Premises. The term "real property tax" shall also
include any tax, fee, levy, assessment or charge (i) in substitution of,
partially or totally, any tax, fee, levy, assessment or charge hereinabove
included within the definition of "real property tax," or (ii) the nature of
which was hereinbefore included within the definition of "real property tax," or
(iii) which is imposed for a service or right not charged prior to June 1,
1978, or, if previously charged, has been increased since June 1, 1978, or (iv)
which is imposed as a result of a transfer, either partial or total, of Lessor's
interest in the Premises or which is added to a tax or charge hereinbefore
included within the definition of real property tax by reason of such transfer,
or (v) which is imposed by reason of this transaction, any modifications or
changes hereto, or any transfers hereof.

     10.3 JOINT ASSESSMENT. If the Premises are not separately assessed,
Lessee's liability shall be an equitable proportion of the real property taxes
for all of the land and improvements included within the tax parcel assessed,
such proportion to be determined by Lessor from the respective valuations
assigned in the assessor's work sheets or such other information as may be
reasonably available. Lessor's reasonable determination thereof, in good
faith, shall be conclusive.

     10.4 PERSONAL PROPERTY TAXES.

          (a) Lessee shall pay prior to delinquency all taxes assessed against
and levied upon trade fixtures, furnishings, equipment and all other personal
property of Lessee contained in the Premises or elsewhere. When possible,
Lessee shall cause said trade fixtures, furnishing, equipment and all other
personal property to be assessed and billed separately from the real property
of Lessor.

          (b) If any of Lessee's said personal property shall be assessed with
Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee
within 10 days after receipt of a written statement setting forth the taxes
applicable to Lessee's property.

11.  UTILITIES. Lessee shall pay for all trash, exterminator, water, gas, heat,
light, power, telephone and other utilities and services supplied to the
Premises, together with any taxes thereon. If any such services are not
separately metered to Lessee, Lessee shall pay a reasonable proportion to be
determined by Lessor of all charges jointly metered with other premises.

12.  ASSIGNMENT AND SUBLETTING.                                SEE PARAGRAPH 52.

     12.1 LESSOR'S CONSENT REQUIRED. Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all of any part of Lessee's interest in this Lease or in the Premises,
without Lessor's prior written consent, which Lessor shall not unreasonably
withhold. Lessor shall respond to Lessee's request for consent hereunder in a
timely manner and any attempted assignment, transfer, mortgage, encumbrance or
subletting without such consent shall be void, and shall constitute a breach of
this Lease.

     12.2 LESSEE AFFILIATE. Notwithstanding the provisions of paragraph 12.1
hereof, Lessee may assign or sublet the Premises, or any portion thereof,
without Lessor's consent, to any corporation which controls, is controlled by
or is under common control with Lessee, or to any corporation resulting from
the merger or consolidation with Lessee, or to any person or entity which
acquired all the assets of Lessee as a going concern of the business that is
being conducted on the Premises, provided that said assignee assumes, in full,
the obligations of Lessee under this Lease. Any such assignment shall not, in
any way, affect or limit the liability of Lessee under the terms of this Lease
even if after such assignment or subletting the terms of this Lease are
materially changed or altered without the consent of Lessee, the consent of
whom shall not be necessary.

     12.3 NO RELEASE OF LESSEE. Regardless of Lessor's consent, no subletting
or assignment shall release Lessee of Lessee's obligation or alter the primary
liability of Lessee to pay the rent and to perform all other obligations to be
performed by Lessee hereunder. The acceptance of rent by Lessor from any other
person shall not be deemed to be a waiver by Lessor or any provision hereof.
Consent to one assignment or subletting shall not be deemed consent to any
subsequent assignment or subletting. In the event of default by any assignee of
Lessee or any successor of Lessee, in the performance of any of the terms
hereof, Lessor may proceed directly against Lessee without the necessity of
exhausting remedies against said assignee. Lessor may consent to subsequent
assignments or subletting of this Lease or amendments or modifications to this
Lease with assignees


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                                      -3-
<PAGE>   4
of Lessee, without notifying Lessee, or any successor of Lessee, and without
obtaining its or their consent thereto and such action shall not relieve Lessee
of liability under this Lease.

     12.4 ATTORNEY'S FEES. In the event Lessee shall assign or sublet the
Premises or request the consent of Lessor to any assignment or subletting or if
Lessee shall request the consent of Lessor for any act Lessee proposes to do
then Lessee shall pay Lessor's reasonable attorneys fees incurred in connection
therewith, such attorneys fees not to exceed $350.00 for each such request.

13.  DEFAULTS; REMEDIES.

     13.1 DEFAULTS. The occurrence of any one or more of the following events
shall constitute a material default and breach of this Lease by Lessee:

          (a) The vacating or abandonment of the Premises by Lessee.

          (b) The failure by Lessee to make any payment of rent or any other
payment required to be made by Lessee hereunder, as and when due, where such
failure shall continue for a period of three days after written notice thereof
from Lessor to Lessee. In the event that Lessor serves Lessee with a Notice to
Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes such Notice
to Pay Rent or Quit shall also constitute the notice required by this
subparagraph.

          (c)   The failure by Lessee to observe or perform any of the
covenants, conditions or provisions of this Lease to be observed or performed
by Lessee, other than described in paragraph (b) above, where such failure
shall continue for a period of 30 days after written notice hereof from Lessor
to Lessee; provided, however, that if the nature of Lessee's default is such
that more than 30 days are reasonably required for its cure, then Lessee shall
not be deemed to be in default if Lessee commenced such cure within said 30-day
period and thereafter diligently prosecutes such cure to completion.

          (d)(i) The making by Lessee of any general arrangement or assignment
for the benefit of creditors; (ii) Lessee becomes a "debtor" as defined in 11
U.S.C. Section 101 or any successor statute thereto (unless, in the case of a
petition filed against Lessee, the same is dismissed within 60 days); (iii) the
appointment of a trustee or receiver to take possession of substantially all of
Lessee's assets located at the Premises or of Lessee's interest in this Lease,
where possession is not restored to Lessee within 30 days; or (iv) the
attachment, execution or other judicial seizure of substantially all of
Lessee's assets located at the Premises or of Lessee's interest in this Lease,
where such seizure is not discharged within 30 days. Provided, however, in the
event that any provision of this paragraph 13.1(d) is contrary to any
applicable law, such provision shall be of no force or effect.

          (e) The discovery by Lessor that any financial statement given to
Lessor by Lessee, any assignee of Lessee, any subtenant of Lessee, any
successor in interest of Lessee or any guarantor of Lessee's obligation
hereunder, and any of them, was materially false.

     13.2 REMEDIES. In the event of any such material default or breach by
Lessee, Lessor may at any time thereafter, with or without notice or demand and
without limiting Lessor in the exercise of any right or remedy which Lessor may
have by reason of such default or breach:

          (a) Terminate Lessee's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Lessee shall
immediately surrender possession of the Premises to Lessor. In such event
Lessor shall be entitled to recover from Lessee all damages incurred by Lessor
by reason of Lessee's default including, but not limited to, the cost of
recovering possession of the Premises; expenses of reletting, including
necessary renovation and alteration of the Premises, reasonable attorney's
fees, and any real estate commission actually paid; the worth at the time of
award by the court having jurisdiction thereof of the amount by which the
unpaid rent for the balance of the term after the time of such award exceeds
the amount of such rental loss for the same period that Lessee proves could be
reasonably avoided; that portion of the leasing commission paid by Lessor
pursuant to Paragraph 15 applicable to the unexpired term of this Lease.

          (b) Maintain Lessee's right to possession in which case this Lease
shall continue in effect whether or not Lessee shall have abandoned the
Premises. In such event Lessor shall be entitled to enforce all of Lessor's
rights and remedies under this Lease, including the right to recover the rent
as it becomes due hereunder.

          (c) Pursue any other remedy now or hereafter available to Lessor
under the laws or judicial decisions of the state wherein the Premises are
located. Unpaid installments of rent and other unpaid monetary obligations of
Lessee under the terms of this Lease shall bear interest from the date due at
the maximum rate then allowable by law.

     13.3 DEFAULT BY LESSOR. Lessor shall not be in default unless Lessor fails
to perform obligations required of Lessor within a reasonable time, but in no
event later than thirty (30) days after written notice by Lessee to Lessor and
to the holder of any first mortgage or deed of trust covering the premises
whose name and address shall have theretofore been furnished to Lessee in
writing, specifying wherein Lessor has failed to perform such obligation;
provided, however, that if the nature of Lessor's obligation is such that more
than thirty (30) days are required for performance then Lessor shall not be in
default if Lessor commences performance within such 30-day period and
thereafter diligently prosecutes the same to completion.

     13.4 LATE CHARGES. Lessee hereby acknowledges that late payment by Lessee
to Lessor of rent and other sums due hereunder will cause Lessor to incur costs
not contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges, and late charges which may be imposed on Lessor by the
terms of any mortgage or trust deed covering the Premises. Accordingly, if any
installment of rent or any other sum due from Lessee shall not be received by
Lessor or Lessor's designee within ten (10) days after such amount shall be
due, then, without any requirement for notice to Lessee, Lessee shall pay to
Lessor a late charge equal to 6% of such overdue amount. The parties hereby
agree that such late charge represents a fair and reasonable estimate of the
costs Lessor will incur by reason of late payment by Lessee. Acceptance of such
late charge by Lessor shall in no event constitute a waiver of Lessee's default
with respect to such overdue amount, nor prevent Lessor from exercising any of
the other rights and remedies granted hereunder. In the event that a late
charge is payable hereunder, whether or not collected, for three (3)
consecutive installments of rent, then rent shall automatically become due and
payable quarterly in advance, rather than monthly, notwithstanding paragraph 4
or any other provision of this Lease to the contrary.


     13.5 IMPOUNDS. In the event that a late charge is payable hereunder,
whether or not collected, for three (3) installments of rent or any other
monetary obligation of Lessee under the terms of this Lease, Lessee shall pay
to Lessor, if Lessor shall so request, in addition to any other payments
required under this Lease, a monthly advance installment, payable at the same
time as the monthly rent, as estimated by Lessor, for real property tax and
insurance expenses on the Premises which are payable by Lessee under the terms
of this Lease. Such fund shall be established to insure payment when due,
before delinquency, of any or all such real property taxes and insurance
premiums. If the amounts paid to Lessor by Lessee under the provisions of this
paragraph are insufficient to discharge the obligations of Lessee to pay such
real property taxes and insurance premiums as the same become due, Lessee shall
pay to Lessor, upon Lessor's demand, such additional sums necessary to pay such
obligations. All moneys paid to Lessor under this paragraph may be intermingled
with other moneys of Lessor and shall not bear interest. In the event of a
default in the obligations of Lessee to perform under this Lease, then any
balance remaining from funds paid to Lessor under the provisions of this
paragraph may, at the option of Lessor, be applied to the payment of any
monetary default of Lessee in lieu of being applied to the payment of real
property tax and insurance premiums.

14.  CONDEMNATION. If the Premises or any portion thereof are taken under the
power of eminent domain, or sold under the threat of the exercise of said power
(all of which are herein called "condemnation"), this Lease shall terminate as
to the part so taken as of the date the condemning authority takes title or
possession, whichever first occurs. If more than 10% of the floor area of the
building on the Premises, or more than 25% of the land area of the Premises
which is not occupied by any building, is taken by condemnation. Lessee may, at
Lessee's option, to be exercised in writing only within ten (10) days after
Lessor shall have given Lessee written notice of such taking (or in the absence
of such notice, within ten (10) days after the condemning authority shall have
taken possession) terminate this Lease as of the date the condemning authority
takes such possession. If Lessee does not terminate this Lease in accordance
with the foregoing, this Lease shall remain in full force and effect as to the
portion of the Premises remaining, except that the rent shall be reduced in the
proportion that the floor area of the building taken bears to the total floor
area of the building situated on the Premises. No reduction of rent shall occur
if the only area taken is that which does not have a building located thereon.
Any award for the taking of all or any part of the Premises under the power of
eminent domain or any payment made under threat of the exercise of such power
shall be the property of Lessor, whether such award shall be made as
compensation for diminution in value of the leasehold or for the taking of the
fee, or as severance damages; provided, however, that Lessee shall be entitled
to any award for loss of or damage to Lessee's trade fixtures and removable
personal property. In the event that this Lease is not terminated by reason of
such condemnation, Lessor shall to the extent of severance damages received by
Lessor in connection with such condemnation, repair any damage to the Premises
caused by such condemnation except to the extent that Lessee has been
reimbursed therefor by the condemning authority. Lessee shall pay any amount in
excess of such severance damages required to complete such repair.

16.  ESTOPPEL CERTIFICATE.

          (a) Lessee shall at any time upon not less than ten (10) days' prior
written notice from Lessor execute, acknowledge and deliver to Lessors
statement in writing (i) certifying that this Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and
the date to which the rent and other charges are paid in advance, if any, and
(ii) acknowledging that there are not, to Lessee's knowledge, any uncured
defaults on the part of Lessor hereunder, or specifying such defaults if any
are claimed. Any such statement amy be conclusively relied upon by any
prospective purchaser or encumbrancer of the Premises.

          (b) At Lessor's option, Lessee's failure to deliver such statement
within such time shall be a material breach of this Lease or shall be


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<PAGE>   5
conclusive upon Lessee (i) that this Lease is in full force and effect, without
modification except as may be represented by Lessor, (ii) that there are no
uncured defaults in Lessor's performance, and (iii) that not more than one
month's rent has been paid in advance or such failure may be considered by
Lessor as a default by Lessee under this Lease.

          (c)  If Lessor desires to finance, refinance, or sell the Premises,
or any part thereof, Lessee hereby agrees to deliver to any lender or purchaser
designated by lessor such financial statements of Lessee as may be reasonably
required by such lender or purchaser. Such statements shall include the past
three years' financial statements of Lessee. All such financial statements
shall be received by Lessor and such lender or purchaser in confidence and
shall be used only for the purposes herein set forth.

17.  LESSOR'S LIABILITY. The term "Lessor" as used herein shall mean only the
owner or owners at the time in question of the fee title or a lessee's interest
in a ground lease of the Premises, and except as expressly provided in
Paragraph 15, in the event of any transfer of such title or interest. Lessor
herein named (and in case of any subsequent transfers then the grantor) shall
be relieved from and after the date of such transfer of all liability as
respects Lessor's obligations thereafter to be performed, provided that any
funds in the hands of Lessor or the then grantor at the time of such transfer,
in which Lessee has an interest, shall be delivered to the grantee. The
obligations contained in this Lease to be performed by Lessor shall, subject as
aforesaid, be binding on Lessor's successors and assigns, only during their
respective periods of ownership.

18.  SEVERABILITY. The invalidly of any provision of this Lease as determined
by a court of competent jurisdiction, shall in no way affect the validity of
any other provision hereof.

19.  INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly herein provided, any
amount due to Lessor not paid when due shall bear interest at the maximum rate
then allowable by law from the date due. Payment of such interest shall not
excuse or cure any default by Lessee under this Lease, provided, however, that
interest shall not be payable on late charges incurred by Lessee nor on any
amounts upon which late charges are paid by Lessee.

20.  TIME OF ESSENCE. Time is of the essence.

21.  ADDITIONAL RENT. Any monetary obligations of Lessee to Lessor under the
terms of this Lease shall be deemed to be rent.

22.  INCORPORATION OF PRIOR AGREEMENTS; AMENDMENT. This Lease contains all
agreements of the parties with respect to any matter mentioned herein. No prior
agreement or understanding pertaining to any such matter shall be effective.
This Lease may be modified in writing only, signed by the parties in interest
at the time of the modification. Except as otherwise stated in this Lease,
Lessee hereby acknowledges that neither the real estate broker listed in
Paragraph 15 hereof nor any cooperating broker on this transaction nor the
Lessor or any employees or agents of any of said persons has made any oral or
written warranties or representations to Lessee relative to the condition or
use by Lessee of said Premises and Lessee acknowledges that Lessee assumes all
responsibility regarding the Occupational Safety Health Act, the legal use and
adaptability of the Premises and the compliance thereof with all applicable
laws and regulations in effect during the term of this Lease except as
otherwise specifically stated in this Lease.

23.  NOTICES. Any notice required or permitted to be given hereunder shall be
in writing and may be given by personal delivery or by certified mail, and if
given personally or by mail, shall be deemed sufficiently given if addressed to
Lessee or to Lessor at the address noted below the signature of the respective
parties, as the case may be. Either party may by notice to the other specify a
different address for notice purposes except that upon Lessee's taking
possession of the Premises, the Premises shall constitute Lessee's address for
notice purposes. A copy of all notices required or permitted to be given to
Lessor hereunder shall be concurrently transmitted to such party or parties at
such addresses as Lessor may from time to time hereafter designate by notice to
Lessee.

24.  WAIVERS. No waiver by Lessor or any provision hereof shall be deemed a
waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision. Lessor's consent to, or approval of, any act
shall not be deemed to render unnecessary the obtaining of Lessor's consent to
or approval of any subsequent act by Lessee. The acceptance of rent hereunder
by Lessor shall not be a waiver of any preceding breach by Lessee of any
provision hereof, other than the failure of Lessee to pay the particular rent
so accepted, regardless of Lessor's knowledge of such preceding breach at the
time of acceptance of such rent.

25.  RECORDING. Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a "short form" memorandum of this
Lease for recording purposes.

26.  HOLDING OVER. If Lessee, with Lessor's consent, remains in possession of
the Premises or any part thereof after expiration of the term hereof, such
occupancy shall be a tenancy from month to month upon all the provisions of
this Lease pertaining to the obligations of Lessee, but all options and rights
of first refusal, if any, granted under the terms of this Lease shall be deemed
terminated and be of no further effect during said month to month tenancy.

27.  CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies
at law or in equity.

28.  COVENANTS AND CONDITIONS. Each provision of this Lease performable by
Lessee shall be deemed both a covenant and a condition.

29.  BINDING EFFECT; CHOICE OF LAW. Subject to any provisions hereof
restricting assignment or subletting by Lessee and subject to the provisions of
Paragraph 17, this Lease shall bind the parties, their personal
representatives, successors and assigns. This Lease shall be governed by the
laws of the State wherein the Premises are located.

30.  SUBORDINATION.

     (a)  This Lease, at Lessor's option, shall be subordinate to any ground
lease, mortgage, deed of trust, or any other hypothecation or security now or
hereafter placed upon the real property of which the Premises are a part and to
any and all advances made on the security thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof.
Notwithstanding such subordination, Lessee's right to quiet possession of the
Premises shall not be disturbed if Lessee is not in default and so long as
Lessee shall pay the rent and observe and perform all of the provisions of this
Lease, unless this Lease is otherwise terminated pursuant to its terms. If any
mortgagee, trustee or ground lessor shall elect to have this Lease prior to the
lien of its mortgage, deed of trust or ground lease, and shall give written
notice thereof to Lessee, this Lease shall be deemed prior to such mortgage,
deed of trust, or ground lease, whether this Lease is dated prior or subsequent
to the date of said mortgage, deed of trust or ground lease or the date of
recording thereof.

          (b)  Lessee agrees to execute any documents required to effectuate an
attornment, a subordination or to make this Lease prior to the lien of any
mortgage, deed of trust or ground lease, as the case may be. Lessee's failure
to execute such documents within 10 days after written demand shall constitute
a material default by Lessee hereunder, or, at Lessor's option, Lessor shall
execute such documents on behalf of Lessee as Lessee's attorney-in-fact. Lessee
does hereby make, constitute and irrevocably appoint Lessor as Lessee's
attorney-in-fact and in Lessee's name, place and stead, to execute such
documents in accordance with this paragraph 30(b).

31.  ATTORNEY'S FEES. If either party or the broker named herein brings an
action to enforce the terms hereof or declare rights hereunder, the prevailing
party in any such action, on trial or appeal, shall be entitled to his
reasonable attorney's fees to be paid by the losing party as fixed by the
court. The provisions of this paragraph shall inure to the benefit of the
broker named herein who seeks to enforce a right hereunder.

32.  LESSOR'S ACCESS. Lessor and Lessor's agents shall have the right to enter
the Premises at reasonable times for the purpose of inspecting the same,
showing the same to prospective purchasers, lenders, or lessees and making such
alterations, repairs, improvements or additions to the Premises or to the
building of which they are a part as Lessor may deem necessary or desirable.
Lessor may at any time place on or about the Premises any ordinary "For Sale"
signs and Lessor may at any time during the last 120 days of the term hereof
place on or about the Premises any ordinary "For Lease" signs, all without
rebate of rent or liability to Lessee.

33.  AUCTIONS. Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises without first having
obtained Lessor's prior written consent. Notwithstanding anything to the
contrary in this Lease, Lessor shall not be obligated to exercise any standard
of reasonableness in determining whether to grant such consent.

34.   SIGNS. Lessee shall not place any sign upon the Premises without Lessor's
prior written consent except that Lessee shall have the right, without the
prior permission of Lessor to place ordinary and usual for rent or sublet signs
thereon.

35.  MERGER. The voluntary or other surrender of this Lease by Lessee, or a
mutual cancellation thereof, or termination by Lessor, shall not work a merger,
and shall, at the option of Lessor, terminate all or any existing subtenancies
or may, at the option of Lessor, operate as an assignment to Lessor of any or
all of such subtenancies.

36.  CONSENTS. Except for paragraph 33 hereof, wherever in this Lease the
consent of one party is required to an act of the other party such consent
shall not be unreasonably withheld.

37.  GUARANTOR. In the event that there is a guarantor of this Lease, said
guarantor shall have the same obligations as Lessee under this Lease.

38.   QUIET POSSESSION. Upon Lessee paying the rent for the Premises and
observing and performing all of the covenants, conditions and provisions on
Lessee's part to be observed and performed hereunder, Lessee shall have quiet
possession of the Premises for the entire term hereof subject to all of the
provisions of this Lease. The individuals executing this Lease on behalf of
Lessor represent and warrant to Lessee that they are fully authorized and
legally capable of executing this Lease on behalf of Lessor and that such
execution is binding upon all parties holding an ownership interest in the
Premises.

39.  OPTIONS.

     39.1 DEFINITION. As used in this paragraph the word "Options" has the
following meaning: (1) the right or option to extend the term of this Lease or
to renew this Lease or to extend or renew any lease that Lessee has on other
property of Lessor; (2) the option or right of first refusal to lease the
Premises or the right of first offer to lease the Premises or the right of first
refusal to lease other property of Lessor or the right of first offer to lease
other property of Lessor; (3) the right or option to purchase the Premises, or
the right of first refusal to purchase the Premises, or the right of first offer
to purchase the Premises or the right or option to purchase other property of
Lessor, or the right of first refusal to purchase other property of Lessor or
the right of first offer to purchase other property of Lessor.



                                      -5-

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     39.2 OPTIONS PERSONAL. Each Option granted to Lessee in this Lease are
personal to Lessee and may not be exercised or be assigned, voluntarily or
involuntarily, by or to any person or entity other than Lessee, provided,
however, the Option may be exercised by or assigned to any Lessee Affiliate as
defined in paragraph 12.2 of this Lease. The Options herein granted to Lessee
are not assignable separate and apart from this Lease.

     39.3 MULTIPLE OPTIONS. In the event that Lessee has any multiple options
to extend or renew this Lease a later option cannot be exercised unless the
prior option to extend or renew this Lease has been so exercised.

     39.4 EFFECT OF DEFAULT ON OPTIONS.

          (a) Lessee shall have no right to exercise an Option, notwithstanding
any provision in the grant of Option to the contrary, (i) during the time
commencing from the date Lessor gives to Lessee a notice of default pursuant to
paragraph 13.1(b) or 13.1(c) and continuing until the default alleged in said
notice of default is cured, or (ii) during the period of time commencing on the
day after a monetary obligation to Lessor is due from Lessee and unpaid
(without any necessity for notice thereof to Lessee) continuing until the
obligation is paid, or (iii) at any time after an event of default described in
paragraphs 13.1(a), 13.1(d), or 13.1(e) (without any necessity of Lessor to
give notice of such default to Lessee), or (iv) in the event that Lessor has
given to Lessee three or more notices of default under paragraph 13.1(b), where
a late charge has become payable under paragraph 13.4 for each of such
defaults, or paragraph 13.1(c), whether or not the defaults are cured, during
the 12 month period prior to the time that Lessee intends to exercise the
subject Option.

          (b) The period of time within which an Option may be exercised shall
not be extended or enlarged by reason of Lessee's inability to exercise an
Option because of the provisions of paragraph 39.4(a).

          (c) All rights of Lessee under the provisions of an Option shall
terminate and be of no further force or effect, notwithstanding Lessee's due
and timely exercise of the Option. If, after such exercise and during the term
of this Lease, (i) Lessee fails to pay to Lessor a monetary obligation of
Lessee for a period of 30 days after such obligation becomes due (without any
necessity of Lessor to give notice thereof to Lessee), or (ii) Lessee fails to
commence to cure a default specified in paragraph 13.1(c) within 30 days after
the date that Lessor gives notice to Lessee of such default and/or Lessee fails
thereafter to diligently prosecute said cure to completion, or (iii) Lessee
commits a default described in paragraph 13.1(a), 13.1(d) or 13.1(e) (without
any necessity of Lessor to give notice of such default to Lessee), or (iv)
Lessor gives to Lessee three or more notices of default under paragraph
13.1(b), where a late charge becomes payable under paragraph 13.4 for each
such default, or paragraph 13.1(c), whether or not the defaults are cured.

40.  MULTIPLE TENANT BUILDING. In the event that the Premises are part of a
larger building or group of buildings then Lessee agrees that it will abide by,
keep and observe all reasonable rules and regulations which Lessor may make
from time to time for the management, safety, care, and cleanliness of the
building and grounds, the parking of vehicles and the preservation of good
order therein as well as for the convenience of other occupants and tenants of
the building. The violations of any such rules and regulations shall be deemed
a material breach of this Lease by Lessee.

41.  SECURITY MEASURES. Lessee hereby acknowledges that the rental payable
to Lessor hereunder does not include the cost of guard service or other security
measures, and that Lessor shall have no obligation whatsoever to provide same.
Lessee assumes all responsibility for the protection of Lessee, its agents and
invitees from the acts of third parties.

42.  EASEMENTS. Lessor reserves to itself the right, from time to time, to
grant such easements, rights and dedications that Lessor deems necessary or
desirable, and to cause the recordation of Parcel Maps and restrictions, so
long as such easements, rights, dedications, Maps and restrictions do not
unreasonably interfere with the use of the Premises by Lessee. Lessee shall
sign any of the aforementioned documents upon request of Lessor and failure to
do so shall constitute a material breach of this Lease.

43.  PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to
any amount or sum of money to be paid by one party to the other under the
provisions hereof, the party against whom the obligation to pay the money is
asserted shall have the right to make payment "under protest" and such payment
shall not be regarded as a voluntary payment and there shall survive the right
on the part of said party to institute suit for recovery of such sum. If it
shall be adjudged that there was no legal obligation on the part of said party
to pay such sum or any part thereof, said party shall be entitled to recover
such sum or so much thereof as it was not legally required to pay under the
provisions of this Lease.

44.  AUTHORITY. If Lessee is a corporation, trust, or general or limited
partnership, each individual executing this Lease on behalf of such entity
represents and warrants that he or she is duly authorized to execute and
deliver this Lease on behalf of said entity. If Lessee is a corporation, trust
or partnership, Lessee shall, within thirty (30) days after execution of this
Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

45.  CONFLICT. Any conflict between the printed provisions of this Lease and
the typewritten or handwritten provisions shall be controlled by the typewritten
or handwritten provisions.

46.  INSURING PARTY. The insuring party under this lease shall be the LESSOR.

47.  ADDENDUM. Attached hereto is an addendum or addenda containing paragraphs
48 through 55 which constitutes a part of this Lease.


LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN, AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED
AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS
LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND
EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

     IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO
     YOUR ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE
     BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE
     BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL
     EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION RELATING
     THERETO; THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL
     COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

THE PARTIES HERETO HAVE EXECUTED THIS LEASE AT THE PLACE ON THE DATES SPECIFIED
IMMEDIATELY ADJACENT TO THEIR RESPECTIVE SIGNATURES.

<TABLE>
<S>                                             <C>
Executed at  Tarzana, CA                        AKA ENTERPRISES, A CALIFORNIA
            -------------------------------     LIMITED PARTNERSHIP

On:          2/14/00                            By  /s/ RICHARD L. ARONOFF
   ----------------------------------------       --------------------------------------
                                                  RICHARD L. ARONOFF, GENERAL PARTNER

Address:    19921 Turnberry Drive               By  /s/ LEONARD KOLOD
        -----------------------------------        -------------------------------------
            Tarzana, CA 91356                       LEONARD KOLOD, GENERAL PARTNER
        -----------------------------------

Executed at   Westlake Village, CA                   "LESSOR" (Corporate seal)
            -------------------------------
                                                DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.
On:           2/11/00                           A DELAWARE CORPORATION
   ----------------------------------------

Address:    6416 Variel Avenue                  By  /s/ ROBERT H. GUREVITCH
        -----------------------------------        --------------------------------------
            Woodland Hills, CA 91367                ROBERT H. GUREVITCH, PRESIDENT & CEO
        -----------------------------------
                                                By  /s/ STEPHEN F. ROSS
                                                   --------------------------------------
                                                    STEPHEN F. ROSS, CFO

                                                   "LESSEE" (Corporate seal)
</TABLE>

For these forms write or call the American Industrial Real Estate Association,
350 South Figueroa St., Los Angeles, CA 90071. (213) 687-8777
<PAGE>   7
ADDENDUM TO STANDARD INDUSTRIAL LEASE - NET DATED JANUARY 25, 2000 BY AND
BETWEEN AKA ENTERPRISES, AS LESSOR, AND DENTAL/MEDICAL DIAGNOSTIC SYSTEMS,
INC., AS LESSEE, FOR THE PROPERTY COMMONLY KNOWN AS 6416 VARIEL AVENUE,
WOODLAND HILLS, CALIFORNIA.

48.  BASE RENT ADJUSTMENT

     Commencing March 1, 2001, the Rent as set forth in Paragraph 4 of this
     Lease shall be increased as of March 1 of each year during the Term of this
     Lease for the following twelve months period to reflect any increase in the
     cost of living. Cost of living adjustments shall be calculated on the basis
     of changes in the Consumer Price Index published by the United States
     Department of Labor, Bureau of Labor Statistics ("All Items" Index for all
     Urban Consumers in the Los Angeles / Anaheim / Riverside Metropolitan area,
     1982-1984=100)(the Index). Such adjustment shall be made by increasing the
     Rent payable under Paragraph 4 of this Lease by the percentage that the
     most recent December Index has increased from the December 1999 Index. In
     no event shall said increase be less than a minimum of three percent (3%)
     per annum or exceed a maximum of five percent (5%) per annum.

     In the event the Index shall not be published or shall have been
     discontinued, the most nearly comparable index shall be substituted
     therefore.

49.  CONDITION OF PREMISES

     Notwithstanding anything to the contrary in Paragraph 6.3(a), it is the
     intent of the parties hereto that, prior to the commencement of this Lease,
     the Lessor, at Lessor's expense ("Tenant Improvement Cost"), shall:

     A.   Office Area:
          (i)       Demolish unneeded existing office improvements, rework
                    existing partitions, and construct new offices in the
                    western portion of the Premises, making those ceiling, wall
                    and door changes described on Exhibit "A".

          (ii)      Pursuant to Exhibit "A", flooring within the Office Area,
                    will be replaced with new flooring of Lessee's choice. The
                    floor covering allowance is $1.50 per square foot (installed
                    with rubber cove base) including the removal of the existing
                    flooring.

          (iii)     Provide interior glass next to the doors of private offices,
                    where possible.

          (iv)      Rework ducts and grills to provide adequate air conditioning
                    distribution.

          (v)       The Office Area will be painted in colors of Lessee's choice
                    (maximum of 3 colors). All doors will be painted to match.

          (vi)      All damaged, stained, broken and soiled ceiling tiles will
                    be replaced.

          (vii)     Install energy efficient fluorescent lighting with parabolic
                    reflectors.

     B.   Open Office Ceiling:

          (i)       Install a new, high, ceiling in the large open portion of
                    the office area.

          (ii)      Distribute natural light from an existing skylight and
                    additional glass at the western building entry through the
                    Open Office Ceiling area.

          (iii)     Add indirect lighting into the Open Office Ceiling area.

     C.   Warehouse Area:

          (i)       Remove any/or all existing wall partitions, including any
                    unneeded restrooms in the warehouse area.

          (ii)      Remove all existing ceiling (tiles & grid), lights, air
                    conditioning ductwork, communication wiring, etc.

          (iii)     Remove the existing vinyl tile floor covering and clean glue
                    from the concrete slab. Repair cracks as required.

          (iv)      Construct a demising wall (slab or roof) to separate the
                    warehouse from the office area.

          (v)       Insulate the under-side of the roof and revamp the air
                    conditioning to provide air distribution.

          (vi)      Install 20HD warehouse lighting fixtures.

          (vii)     Paint the interior walls of the warehouse.

     D.   Restrooms:

          (i)       Expand the existing men's restrooms, matching existing
                    finishes.

          (ii)      Paint existing restrooms that remain on Exhibit "A".

          (iii)     Only replace fixtures or partitions where the existing ones
                    are beyond repair.

          (iv)      Install a janitor sink at the eastern wall of the men's
                    restroom.

          (v)       Any cracked floor tiles will be replaced and the flooring
                    will be  clean and have a uniform appearance.


                                       1

<PAGE>   8
ADDENDUM TO STANDARD INDUSTRIAL LEASE -- NET DATED JANUARY 25, 2000 BY AND
BETWEEN AKA ENTERPRISES, AS LESSOR, AND DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.,
AS LESSEE, FOR THE PROPERTY COMMONLY KNOWN AS 6416 VARIEL AVENUE, WOODLAND
HILLS, CALIFORNIA.

     E.   Other (not necessarily prior to Lease commencement):

          (i)       The exterior of the Building will be painted by Lessor.

          (ii)      The parking area contiguous to the Building will be freshly
                    sealed and striped.

          (iii)     The skylight lenses will be cleaned and, if cracked, be
                    replaced.

          (iv)      The UPS electrical system existing in the Premises prior to
                    the commencement of the Lease will be removed.

     Notwithstanding anything in Paragraph 7.2 to the contrary, all improvements
     existing within the Premises at the commencement of the Lease shall be
     considered standard for the Building.

50.  MAINTENANCE AND REPAIRS

     This Paragraph 50 replaces Paragraph 7.4 LESSOR'S OBLIGATIONS in its
     entirety.

     A.   Notwithstanding the provisions of Paragraphs 7.1 and 7.2, except for
          maintenance or repairs occasioned by the negligence or willful
          misconduct of Lessee, its agents or invitees, Lessor shall be
          obligated to maintain and repair the following at Lessor's expense:

          (i)       The foundations, exterior structural walls and the
                    structural portions of the roof of the Premises.

          (ii)      The sanitary sewer main-line to the front of the building,
                    or replacements thereto.

     B.   Notwithstanding the provisions of Paragraphs 7.1 and 7.2, except for
          problems caused by Lessee's negligence or willful misconduct, Lessor,
          at Lessee's expense, shall be obligated to maintain and repair:

          (i)       The (exterior) roof in a watertight condition, free from
                    debris, with proper drainage. Lessor will provide this
                    maintenance free of charge through May 31, 2001; after that
                    date, Lessee's maximum liability for roof maintenance shall
                    be One Thousand Dollars ($1,000) in any 12-month period.

          (ii)      The landscaping of the Premises will be maintained in a neat
                    & clean condition. Plants will be replaced, if necessary.
                    Annual tree-trimming, spraying and seeding is included.

          (iii)     The exterior paint of the Premises will be maintained in a
                    neat & clean condition. Graffiti will be removed and the
                    effects of normal wear & tear will be repaired.

     C.   Notwithstanding anything in Paragraphs 6 or 7 to the contrary, except
          for problems caused by Lessee's negligence or willful misconduct,
          Lessor, at Lessor's sole cost and expense, and in a timely manner,
          shall perform all maintenance of, repairs to or replacements of HVAC
          systems. However, Lessor shall not be required to increase the
          capacity, or adjust the balance (except for the initial need to
          engineer the flow or balance of the HVAC units) of the HVAC units that
          serve the Premises. In compensation for this service, Lessee shall pay
          Lessor Eight Hundred Thirty-three Dollars ($833) per month (in
          addition to the monthly rent specified in Paragraph 4) for the entire
          Term of the Lease.

51.  ESTIMATED OPERATING EXPENSES

     Pursuant to Paragraph 21, Lessee shall pay to Lessor on the first day of
     each month of the Term hereof (in addition to the monthly rent specified in
     Paragraph 4), monthly payments of Three Thousand Three Hundred Dollars
     ($3,300.00), to be credited toward Lessee's share of the actual cost of
     Real Property Taxes and Property Insurance.

52.  RESTRICTIONS ON ASSIGNMENT AND SUBLETTING

     Notwithstanding anything in Paragraph 12 to the contrary, if the Lessee
     requests, in writing, the Lessor's consent to an assignment, transfer,
     mortgage, encumbrance, license or sublease, of the Premises to anyone other
     than a Lessee Affiliate per Paragraph 12.2, the Lessor, at its option, may
     cancel this Lease as of the effective date of the requested assignment,
     transfer, mortgage, encumbrance, license or sublease. If the Lessor shall
     elect to cancel this Lease, the term, tenancy and occupancy of the Premises
     under this Lease, shall cease and terminate as if the requested
     cancellation date was the termination date of the Lease.


                                       2

<PAGE>   9

        ADDENDUM TO STANDARD INDUSTRIAL LEASE -- NET DATED JANUARY 25, 2000 BY
        AND BETWEEN AKA ENTERPRISES, AS LESSOR, AND DENTAL/MEDICAL DIAGNOSTIC
        SYSTEMS, INC., AS LESSEE, FOR THE PROPERTY COMMONLY KNOWN AS 6416 VARIEL
        AVENUE, WOODLAND HILLS, CALIFORNIA.

53.     OPTION TO EXTEND

        A.      Provided that Lessee is in possession of the Premises and is not
                in default under the terms, covenants and conditions of this
                Lease, Lessee shall have the option to extend the term of the
                Lease from March 1, 2005 through February 28, 2010. The exercise
                of this option shall be in writing and delivered to Lessor no
                earlier than twelve (12) months and no later than six (6) months
                prior to the time the option period would commence if the option
                were exercised, time being of the essence. If said notification
                of the exercise of said option is not so given and received,
                this option shall automatically expire.

        B.      If this option is exercised, all provisions of the Lease shall
                continue; provided, however, that the monthly rent payable
                commencing March 1, 2005, shall be at a fair market value rental
                and determined as follows, but shall not be less than the rent
                due February 1, 2005;

        C.      Lessor and Lessee shall have twenty (20) days after the date of
                Lessee's notice to Lessor of its exercise of the option to
                extend in which to agree on the monthly rent to be payable for
                the period March 1, 2005 through February 28, 2010. If Lessor
                and Lessee agree on the monthly rent for said period, they shall
                immediately execute an amendment to this Lease stating the
                monthly rent payable for such period, and such amendment shall
                be attached to this Lease and become a part hereof. If the
                Lessor and Lessee are unable to agree on the monthly rent for
                such period within said twenty (20) days, then within ten (10)
                days after the expiration of such twenty (20) day period, Lessor
                and Lessee, at their costs and by giving notice to the other
                party shall each appoint a real estate appraiser/broker with at
                least five (5) years full-time appraisal experience in the
                Warner Center area of Woodland Hills to appraise and set the
                monthly rent for the period from March 1, 2005 through February
                28, 2010. If either party does not appoint an appraiser within
                ten (10) days after the other party has given notice of the name
                of its appraiser, the single appraiser appointed shall be the
                sole appraiser and shall set the monthly rent for such term. If
                the two appraisers are appointed as aforesaid, they shall meet
                promptly and attempt to set the monthly rent for the stated
                period. If they are unable to agree within twenty (20) days
                after the appointment of the second appraiser, the two
                appraisers shall, within five (5) days after the last day
                provided for the two appraisers to set the monthly rent, elect a
                third appraiser meeting the aforesaid qualifications. Within ten
                (10) days after the appointment of the third appraiser, the
                third appraiser shall set the monthly rent for the period from
                March 1, 2005 through February 28, 2010.

54.     HAZARDOUS MATERIALS

        A.      Lessee shall not cause or permit any Hazardous Material to be
                brought upon, kept or used in or about the Industrial Center by
                Lessee, its agents, employees, contractors or invitees, without
                the prior written consent of Lessor (which Lessor shall not
                withhold as long as Lessee demonstrates to Lessor's satisfaction
                that such Hazardous Material is necessary or useful to Lessee's
                business and will be used, kept and stored in a manner that
                complies with all laws relating to any such Hazardous Material
                so brought upon or used or kept in or about the Industrial
                Center). If Lessee breaches the obligations stated in the
                preceding sentence, or if the presence of Hazardous Material on
                the Industrial Center caused or permitted by Lessee results in
                contamination of the Industrial Center, or if contamination of
                the Industrial Center by Hazardous Material otherwise occurs for
                which Lessee is legally liable to Lessor for damage resulting
                therefrom, then Lessee shall indemnify, defend and hold Lessor
                harmless from and against any and all claims, judgments,
                damages, penalties, fines, costs, liabilities or losses
                (including without limitation, diminution in value of the
                Industrial Center, damages for the loss or restriction on use of
                rentable or usable space or of any amenity of the Industrial
                Center, damages arising from any adverse impact on developing or
                marketing the Industrial Center, and sums paid in settlement of
                claims, attorneys' fees, consultant fees and expert fees) which
                arise during or after the term of the Lease as a result of such
                contamination. This indemnification of Lessor by Lessee
                includes, without limitation, costs incurred in connection with
                any investigation of site conditions of any cleanup, remedial,
                removal or restoration work required by any federal, state or
                local governmental agency or political subdivision because of
                Hazardous Material present in the soil or ground water. Without
                limiting the foregoing, if the presence of any Hazardous
                Material on the Industrial Center caused or permitted by Lessee
                results in any contamination of the Industrial Center, Lessee
                shall promptly take all actions at its sole expense as are
                necessary to return the Industrial Center to the condition
                existing prior to the introduction of any such Hazardous
                Material; provided that Lessor's approval of such actions shall
                first be obtained.

        B.      As used herein, the term "Hazardous Material" means any
                hazardous or toxic substance, material or waste which is or
                becomes regulated by any local governmental authority, the State
                of California or the United States Government. The term
                "Hazardous Material" includes, without limitation, any material
                or substance which is:

                (i)     defined as a "hazardous waste," "extremely hazardous
                        waste" or "restricted hazardous waste" under Sections
                        25115, 25117 or 25122.7, or listed pursuant to Section
                        25140, of



                                       3
<PAGE>   10
ADDENDUM TO STANDARD INDUSTRIAL LEASE -- NET DATED JANUARY 25, 2000 BY AND
BETWEEN AKA ENTERPRISES, AS LESSOR, AND DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.,
AS LESSEE, FOR THE PROPERTY COMMONLY KNOWN AS 6416 VARIEL AVENUE, WOODLAND
HILLS, CALIFORNIA.

                       the California Health and Safety Code, Division 20,
                       Chapter 6.5 (Hazardous Waste Control Law),

                (ii)   defined as a "hazardous substance" under Section 25316
                       of the California Health and Safety Code, Division 20,
                       Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance
                       Account Act),

               (iii)   defined as a "hazardous material," "hazardous substance"
                       or "hazardous waste" under Section 25501 of the
                       California Health and Safety Code, Division 20, Chapter
                       6.95 (Hazardous Materials Release Response Plans and
                       Inventory),

               (iv)    defined as a "hazardous substance" under Section 25281
                       of the California Health and Safety Code, Division 20,
                       Chapter 6.7 (Underground Storage of Hazardous
                       Substances),

               (v)     petroleum,

               (vi)    asbestos,

               (vii)   listed under Article 9 or defined as hazardous or
                       extremely hazardous pursuant to Article 11 of Title 22
                       of the California Administrative Code, Division 4,
                       Chapter 20,

               (viii)  designated as a "hazardous substance" pursuant to
                       Section 311 of the Federal Water Pollution Control Act
                       (33 U.S.C. Section 1317),

               (ix)    listed under Article 9 or defined as hazardous or
                       extremely hazardous pursuant to Article 11 of Title
                       22 of the California Administrative Code, Division 4,
                       Chapter 20,

               (x)     designated as a "hazardous substance" pursuant to
                       Section 311 of the Federal Water Pollution Control Act
                       (33 U.S.C. Section 1317),

               (xi)    defined as a "hazardous substance" pursuant to Section
                       1004 of the Federal Resource Conservation and Recovery
                       Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section
                       6903), or

               (xii)   defined as a "hazardous substance" pursuant to Section
                       101 of the Comprehensive Environmental Response,
                       Compensation and Liability Act, 42 U.S.C. Section 9601
                       et seq. (42 U.S.C. Section 9601).

     C.   At the termination of occupancy, Lessor will require from Lessee an
          inspection of the Premises for hazardous materials made by a company
          licensed to provide such inspections. Such inspection shall not alter
          any of the other requirements of this Lease.

     D.   The provisions of subparagraphs "B" and "C" above shall survive the
          termination of this Lease. No release of obligations under this Lease
          shall be deemed a release of Lessee's obligations relating to
          Hazardous Material, unless said release specifically refers to this
          Paragraph 54. The Lessee's obligations under this Paragraph 54, at
          Lessor's option, may be severed from this Lease, and suit brought by
          Lessor independent of suit brought on any other obligation of this
          Lease.

55.  WARNER CENTER SPECIFIC PLAN

     As the premises are located within the boundaries of the City of Los
     Angeles' Warner Center Specific Plan, adopted in June, 1993, Lessee agrees
     to abide by those Traffic Demand Management ("TDM") requirements that
     apply to Lessee, as they are required of the building and of the Lessor,
     including, but without being limited to, requirements for carpooling,
     employees' parking fees, and joining and paying dues to the local
     carpooling association ("TMO").

LESSOR:                                 LESSEE:

AKA ENTERPRISES,                        DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.,
A CALIFORNIA LIMITED PARTNERSHIP        A DELAWARE CORPORATION

By:  /s/ RICHARD L. ARONOFF             By:  /s/ ROBERT H. GUREVITCH
   -----------------------------------     -------------------------------------
   Richard L. Aronoff, General Partner     Robert H. Gurevitch, President & CEO


By:  /s/ LEONARD KOLOD                  By:  /s/ STEPHEN F. ROSS
   -----------------------------------     -------------------------------------
    Leonard Kolod, General Partner          Stephen F. Ross, CFO

                                       4
<PAGE>   11


                               6416 VARIEL AVENUE

                               23,800 SQUARE FEET


                               [BUILDING LAYOUT]




                                   EXHIBIT A1

<PAGE>   12



                               6416 VARIEL AVENUE

                               23,800 SQUARE FEET


                               [BUILDING LAYOUT]




                                   EXHIBIT A2