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                                       SUBLEASE


    THIS SUBLEASE, dated as of the 10th day of May, 1996, is entered into by
and between Medipace Medical Group, Inc., a California  Professional Corporation
("Sublessor"), and Los Angeles Community Dialysis, Inc., a California
corporation ("LACD").

                                       RECITALS

    WHEREAS, Sublessor is the tenant of Midway Hospital Medical Center, Inc., a
California corporation ("Lessor") for a portion of the premises located at 5901
West Olympic Boulevard, Los Angeles, California 90036 (the "Building" or the
"Premises"), under lease dated as of May 1, 1995, a copy of which is attached
hereto as Exhibit "A" (the "Lease");

    WHEREAS, LACD has reviewed and is familiar with the terms and conditions of
the Lease and exhibits thereto; and

    WHEREAS, Sublessor desires to sublease and LACD desires to lease from
Sublessor approximately one quarter of the area leased by Sublessor from Lessor
under the Lease, on the terms and conditions set forth herein and those
incorporated herein by reference from the Lease;

    NOW, THEREFORE, in consideration of the foregoing, Sublessor and LACD agree
as follows:

                                 TERMS AND CONDITIONS

    1.   PREMISES.  Sublessor hereby subleases to LACD that portion of the
Premises shown on Exhibit A-2 to the Lease, more particularly described as Suite
109 of the Premises, consisting of approximately 4,226 square feet (the
"Subleased Premises").

    2.   TERM.  The term of this Sublease shall be coextensive with the term of
the Lease, commencing on the date hereof and lasting until August 31, 2000,
unless earlier terminated by agreement of the parties hereto or termination of
the Lease.

    3.   RENT.  LACD shall pay to Sublessor $1.60 per square foot per month or
$6,761.60 for the Subleased Premises, subject to the adjustments set forth in
Sections 5 and 6 of the Lease.  LACD shall pay a proportionate share, equal to
23.39%, of any and all adjustments in the amount Sublessor shall become
obligated to pay under the Lease.  All payments for rent pursuant to this
Agreement shall be made directly to Lessor.

    4.   REPRESENTATIONS OF LACD.  LACD agrees that it will be bound by terms
and conditions of the Lease relating to occupancy and use of the Premises,
including the Rules and Regulations attached to the Lease as Exhibit "C," which
are incorporated herein by this reference.  LACD further agrees that it will be
bound, as

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to the Subleased Premises, by all of the obligations and duties of Sublessor
under the Lease.

    5.   USE RESTRICTIONS.  The Subleased Premises are to be used for the
purpose of conducting the practice of medicine in accordance with accepted
ethical standards established from time to time for the profession within the
local community and for no other purpose, without the prior written consent of
Sublessor and Lessor.  LACD shall not do or permit anything to be done in or
about the Subleased Premises nor bring or keep anything therein which will in
any way increase the existing rate or affect any policy of fire or other
insurance upon the Building or any of its contents, obstruct or interfere in any
way with the right of other tenants or occupants of the Building or injure or
annoy them or use or allow the Subleased Premises to be used for any improper,
immoral, unlawful or objectionable purpose.  LACD shall not cause, maintain or
permit any nuisance in, on or about the Premises, nor shall LACD commit or
suffer to be committed any waste in, on or about the Subleased Premises.

    6.   REPRESENTATIONS OF SUBLESSOR.  Sublessor represents that it has
obtained the written consent of Lessor to this Sublease, as required in the
Lease.  Sublessor further agrees that LACD shall be entitled, as to the
Subleased Premises, to all of the benefits and privileges to which Sublessor is
entitled under the Lease.

    7.   ASSIGNMENT AND SUBLETTING.  LACD shall not assign, transfer, mortgage,
pledge, hypothecate or encumber the Sublease, or any interest herein, and shall
not sublease the Premises or any part thereof, or any right or privilege
appurtenant thereto, or suffer any other person (the agents and servants of LACD
excepted) to occupy the Premises.

    8.   ACKNOWLEDGEMENT OF MASTER LEASE.  LACD hereby acknowledges and agrees
to the following: (a) the Lease and this Sublease are subject to and subordinate
to all of the terms and provisions of that certain Lease Agreement dated April
19, 1994 (the "Master Lease") by and between Midway Acquisition Company, Inc.,
an Alabama corporation, as lessor ("Master Lessor") and Midway Hospital Medical
Center, Inc., a California corporation, as lessee ("Master Lessee") and to the
rights of Master Lessor thereunder, (b) if the Master Lease terminates before
the expiration of this Sublease, LACD will, at Master Lessor's option, attorn to
Master Lessor and waive any rights LACD may have to terminate the Sublease or to
surrender possession thereunder as a result of the termination of the Master
Lease, and (c) if LACD receives written notice from Master Lessor or its
assignees, if any, stating that Master Lessee is in default under the Master
Lease, LACD shall thereafter be obligated to pay all rentals accruing under said
Sublease directly to the party giving such notice, or as such party may direct.

                                          2

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    9.   INSURANCE.  LACD shall pay a proportionate share, equal to 23.39%, of
the insurance maintained by Sublessor pursuant to Section 14 of the Lease.

    10.  SUCCESSORS.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

    11. CHOICE OF LAW.  This Agreement shall be governed by the  laws of the
State of California.

    IN WITNESS WHEREOF, this Agreement is made in the County of Los Angeles,
State of California, and is effective as of the date first written above.

                             "LACD"
                             LOS ANGELES COMMUNITY DIALYSIS, INC.



                             By:  /s/ Victor Gura, M.D.
                                ---------------------------------
                             NAME:  Victor Gura, M.D.
                             TITLE: President



                             "Sublessor"
                             MEDIPACE MEDICAL GROUP, INC.



                             By: /s/ Victor Gura, M.D.
                                ---------------------------------
                             NAME:  Victor Gura, M.D.
                             TITLE: President


    Midway Hospital Medical Center, Inc., a California corporation  ("Lessor"),
is the landlord of Medipace Medical Group ("Medipace") for premises located at
5901 West Olympic Boulevard, Los Angeles, California 90036 (the "Premises"),
under lease dated as of May 1, 1995 (the "Lease").  The foregoing Sublease by
and between Medipace and Los Angeles Community Dialysis, Inc., a California
corporation ("LACD"), with respect to a portion of the Premises, more
particularly described as Suite 109 of the Premises, consisting of approximately
4,226 square feet (the "Sublease"), has been submitted to Lessor for review and
consent, in accordance with the terms of the Lease.  Having carefully reviewed
the terms and conditions of the Sublease and having found them to acceptable,
Lessor hereby consents to the Sublease between Medipace and LACD.  It is
understood and agreed that this Consent does not operate as a release of any
claim which Lessor may have, or may in the future

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have, against Medipace, nor shall it constitute a consent or waiver of rights
with respect to any future action by LACD and/or Medipace, including, without
limitation, future assignments or subleases.  This consent has been executed
this 10th day of May, 1996.

                             MIDWAY HOSPITAL MEDICAL CENTER, INC.
                             a California corporation



                             By: /s/ Ronald P. Soltman
                                ---------------------------------
                             NAME:  Ronald P. Soltman
                             TITLE: Senior Vice President

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