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                                                            EXHIBIT 10 (aa)(2) 
    

                        FIRST ADDENDUM TO WINGATE COMMONS

                             BUSINESS PARK NET LEASE

                  This First Addendum to that certain Wingate Commons Business
Park Net Lease (the "Lease") dated September 27, 1991 by and between REYNOLDS
METALS DEVELOPMENT COMPANY, a Delaware corporation ("Landlord"), and LIFECARE
INVESTMENTS, INC., a Delaware corporation ("Tenant"), hereby modifies and amends
the lease to include the following:

1.                Notwithstanding anything to the contrary contained in Section
                  3.1 of the Lease, Tenant shall have the option of terminating
                  this Lease at the end of the tenth and the fifteenth Lease
                  Year by giving Landlord not less than ninety (90) days' prior
                  written notice.

2.                Sections 3.2 and 4.2 of the Lease are hereby deleted.

3.                Notwithstanding anything to the contrary contained in Section
                  3.3 of the Lease, Tenant shall not be required to pay Rent
                  until the Commencement Date.

4.                Tenant shall have the option of purchasing the Premises during
                  the first five (5) Lease Years of the Lease at the purchase
                  price set forth below opposite the Lease Year in which the
                  purchase is made (the "Option Price"):

                                    Lease Year 1  $ 1,185,150.00
                                    Lease Year 2  $ 1,223,443.00
                                    Lease Year 3  $ 1,284,700.00
                                    Lease Year 4  $ 1,347,975.00
                                    Lease Year 5  $ 1,351,241.00

         Tenant shall exercise such option by giving written notice thereof to
         Landlord. If Tenant exercises its option, closing shall occur within
         sixty (60) days after the date of the exercise by Tenant of its option
         and time is of the essence. Upon payment of the Option Price, Landlord
         will convey the Premises to Tenant by warranty deed, subject to any
         leases, easements, conditions and restrictions of record affecting the
         Premises existing on the date of the exercise by Tenant of its option.
         If Tenant does not exercise its option to purchase the Premises or
         Tenant does not close the purchase within sixty (60) days after the
         exercise by Tenant of its option to purchase the Premises because of
         the fault of Tenant, Tenant's option to purchase the Premises pursuant
         to this paragraph 4 shall expire and be of no further force and effect.

5.

         Notwithstanding the provisions of paragraph 4 above, if Landlord, 
         during the first five (5) Lease Years, receives a boNa fide offer      
         to purchase the Premises from a third party (the "Third Party Offer"),
         Landlord shall so advise Tenant by notice in writing setting forth


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         the terms and conditions of the Third Party Offer.  For a period of
         ten (10) days Fafter receipt of said notice, Tenant shall have
         the option of purchasing the Premises at the higher of the Option
         Price or the price specified in the Third Party Offer by giving
         written notice thereof to Landlord.  If Tenant exercises its option
         under this paragraph 5, closing shall occur within sixty (60) days
         after the date of the exercise by Tenant of its option contained in
         this paragraph 5 and time is of the essence.  Upon payment of the
         Option Price or the price set forth in the Third Party Offer,
         whichever is applicable, Landlord will convey the Premises to Tenant
         by warranty deed, subject to any leases, easements, conditions and
         restrictions of record affecting the Premises existing on the date of
         the exercise by Tenant of its option to purchase the Premises pursuant
         to this paragraph 5. If Tenant does not exercise its option to
         purchase the Premises pursuant to this paragraph 5 within such ten
         (10) day period by written notice to Landlord or Tenant does not close
         the purchase within sixty (60) days after the exercise by Tenant of
         its option to purchase the Premises pursuant to this paragraph 5
         because of the fault of Tenant, Tenant's option to purchase the
         Premises pursuant to paragraph 4 above or this paragraph 5 shall
         expire and shall be of no further force and effect and Landlord may
         proceed to sell the Premises to such third party on the terms and
         conditions set forth in the Third Party Offer.

6.       Notwithstanding anything to the contrary contained in Section 4 of the
         Lease, the following shall be applicable to the payment of Monthly Rent
         and Additional Rent during the periods set forth below:

                  (a) During the first two (2) months of the term of the Lease,
                  Tenant shall not be required to pay Monthly Rent. From the
                  third month through the tenth month of the term of the Lease,
                  the Monthly Rent payable by Tenant shall be reduced by fifty
                  percent (50%).

                  (b) The Monthly Rent shall not be adjusted pursuant to the
                  provisions of Section 4.1(b) of the Lease until after the
                  second Lease Year. Thereafter the provisions of Section 4.1(b)
                  of the Lease shall be applicable; provided, however, that the
                  Adjusted Monthly Rent shall not be increased (i) by more than
                  twenty percent (20%) during the first five (5) Lease Years,
                  using the Monthly Rent of $8,308.23 for the first Lease Year
                  as the base, (ii) by more than twenty percent (20%) during the
                  second five (5) Lease Years, using the Adjusted Monthly Rent
                  for the sixth Lease Year as the base, (iii) by more than
                  twenty percent (20%) during the third five (5) Lease Years
                  using the Adjusted Monthly Rent for the eleventh Lease Year as
                  the base, and (iv) by more than twenty percent (20%) during
                  the last five (5) Lease Years, using the Adjusted Monthly Rent
                  for the sixteenth Lease Year as the base.

7.       It is hereby understood and acknowledged by Tenant that the Premises
         is part of a business park known as Wingate Commons Business
         Park and that the other tenants of the said business park together
         with their customers, employees and invitees have mutual use of the
         Common Areas including but not limited to all parking areas, driveways
         and roads located in the park of which the Premises are a part and
         that Landlord has the right to temporarily close any part of said
         Common Areas for such period of time as is                  
              
             


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         reasonably necessary to make repairs or alterations to the
         Common Areas or to the buildings located adjacent thereto.
         Accordingly, Tenant agrees to indemnify and save Landlord harmless
         from and against any and all liabilities, losses, damages, costs,
         expenses (including reasonable attorneys' fees) in connection with any
         injury to, or the death of, any person or any damage to or loss of
         property resulting from the use of the aforesaid Common Areas by
         others or the temporary closure of same by Landlord. Landlord will
         give Tenant five (5) days' notice of any non-emergency repairs,
         alterations or improvements and reasonable notice of emergency
         repairs, alterations or improvements to be made to the Common Areas or
         to the buildings located adjacent thereto which could restrict ingress
         or egress to the Premises.

8.       Notwithstanding anything to the contrary contained in Section 12 of the
         Lease, Tenant shall have the right at the inception of the Lease to
         sublease twenty-five percent (25%) of the Building to another third
         party for use as executive offices. It is agreed that such third party
         subleasing a portion of the Building for use as executive offices may
         enter into additional subleases of parts of such portion with others.
         Any other subleases not covered by this paragraph B shall be subject to
         all the terms and provisions of Section 12 of the Lease.

9.       For purposes of Section 18 of the Lease, the term "maximum rate then
         allowable by law" shall mean eighteen percent (18%) per annum.

                  Except as otherwise modified herein, the terms and conditions
contained in the Lease are in full force and effect.

                  Capitalized term when used herein and not otherwise defined
herein shall have the meanings assigned to them in the Lease.

                  Except as otherwise modified herein, the terms and conditions
contained in the Lease, as amended, are hereby ratified, confirmed and approved.

                  Capitalized terms when used herein and not otherwise defined
herein shall have the meanings assigned to them in the Lease.



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                  IN WITNESS WHEREOF the parties have executed this Second
Addendum on the dates specified immediately below their respective signatures.

                                                  Landlord:

WITNESS:                                      REYNOLDS METALS DEVELOPMENT
                                                  COMPANY

                                                  By:

                                                   D. Paul Bohevac
                                                   Executive Vice President

                                                  Date:


WITNESS:                                      Tenant:

                                                    LIFECARE INVESTMENTS, INC.

                                                    By:

                                                    Title:

                                                    Date:



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