Exhibit 10.10
                                  -------------

                                LANDLORD'S WAIVER

                                                               Contract No. 1786
(C)2001, DVI, Inc., All Rights Reserved

         THIS  LANDLORD'S WAIVER (this "waiver") is entered into effective as of
May________,2001,   by  and  among  [LANDLORD]  ("landlord"),  HOWARD  SILVERMAN
("Obligor") and DVI FINANCIAL SERVICE INC. ("DVI")

                                   BACKGROUND

         A.  Obligor,  as  tenant,  and  landlord  have  entered  into  a  lease
("l\lease") for the real estate located at 6646 Indian School Road, Albuquerque,
NM 87110, as more described on schedule A attached hereto ("Leased premises").

         B. DVI is or will be the  owner of  and/or  has or will  have  security
interest in and lien on the personal property (as defined below).

         NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants  and
agreements  set forth herein and for other good and valuable  consideration, the
receipt  and  sufficiency  of which are hereby  acknowledged  and  affirmed, and
intending to be legally bound hereby, the parties agree as follows:

         1. Waiver of rights. Landlord hereby waives, releases and relinquishes
to DVI all right, title, interest, claim and lien that landlord has, or may in
the future have, in, to against the personal property located at any time on the
leased promises as specifically described on schedule B attached hereto, as the
same may be amended by DVI, from time to time, by written notice to landlord, to
the extent personal property is now owned or hereafter acquired by DVI and
leased to obligor or now owned or hereafter acquired by obligor and pledge To
DVI as collateral security for obligations of obligor to DVI(collectively,
"Personal Property"). Personal Property will not be subject to levy, sale,
distress or distraint for rent or to any claim, lien or demand of any kind by
landlord.

         2. Entry to Leased Premises. Landlord and obligor authorize DVI and its
attorneys,   agents  and  employees  to  enter  on  the  leased  premises,  upon
responsible notice (provided that no notice will be required if all or any  part
of  the  Personal  Property  is  subject  imminent harm  or  loss)  and,  at any
responsible time, to inspect, preserve,  maintain, take possession of, remove or
dispose of the personal property ("Permitted  Activities");  provided,  however,
that DVI agrees or its  attorneys,  agents or employees on the leased  premises.
DVI further agrees to indemnify and hold harmless Landlord from against any loss
or  claim of any  third  party  directly  resulting  from  any of the  Permitted
Activities engaged in by DVI or it attorneys,  agents or employees on the Leased
Premises.

         3. Not Fixtures. Landlord agrees that the Personal Property (except the
extent such Personal Property  consists of ordinary building  materials (such as
dry wall or carpeting)  fully  integrated  into the lease Premises) is and  will
not be deemed a fixtures or part of the leased  Premises,  but will at all times
be considered personal property.  Except as provided in section 4 hereof or with

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DVI's  express  written  consent,  landlord  will take no  steps to remove  the
Personal Property from the lease premises.

         4. Used of Leased Premises. If obligor has vacated the leased premises,
voluntarily, the lease is terminated or Landlord has accelerated all amounts due
under the lease,  Landlord may upon written  notice to DVI  ("Landlord  Notice")
request that DVI remove the personal  property from the Leased Premises.  Unless
DVI elects to abandon the  personal  property,  DVI will pay to the landlord the
regular  monthly,  non-accelerated  rental  payments  due under  the lease  (not
including any past-due,  additional or bonus rental)  prorated for the number of
dats DVI keeps the Personal  Property on the leased premises  commencing on that
day that is ten (10) days after DVI's  receipt of the  Landlord  Notice.  In any
event,  unless DVI elects to abandon the Personal Property,  DVI will remove the
Personal Property, from the leases Premises within one hundred twenty (120) days
after  DVI's  receipt of the  Landlord  Notice  unless  such  removal is stayed,
enjoined or prevented by causes  outside  DVI's  control,  in which case the one
hundred twenty (120) days will commence on the date DVI obtains relief from such
stay or injunction or such causes are  eliminated.  Nothing  herein or elsewhere
will be deemed to prevent or limit DVI, at its option,  from abandoning any part
of the Personal Property; provided, however, that DVI must give Landlord written
notice of abandonment in order to be relieved of any obligation hereunder to pay
rent to  Landlord.  If DVI elects to abandon the  Personal  Property or fails to
timely pay the rental due from DVI hereunder,  Landlord may, using  commercially
reasonable  methods,  undertake to remove the Personal  Property from the Leased
Premises.

         5. Landlord's Representations.  Landlord represents and warrants to DVI
that:  (a) the  Lease is in full  force  and  effect  and has not been  amended,
modified or renewed, (b) to the Landlord's knowledge,  Obligor is not in default
of any of its  obligations  under the Lease and (c) all rent and other payments,
if any, due under the Lease have been paid by Obligor.  Landlord understands and
agrees that DVI is relying on the  agreements,  representations  and  warranties
contained in this Waiver in extending,  continuing or maintaining certain credit
facilities to Obligor.



         6.  Notices.  All notices,  requests and other  communications  made or
given in connection with this Waiver will be in writing and will be deemed to be
received (a) upon personal  delivery to the individual or division or department
to whose  attention  notices to a party are to be addressed by private carrier ,
(b) three (3) business days after being sent by registered or certified mail, in
all cases,  with  charges  prepaid,  addressed to landlord or to Obligor at heir
respective  addresses  set  forth  on the  Signature  Page  hereto  or to DVI as
follows:

TO DVI:                                  With Copy To:

        DVI Financial Services Inc              DVI Financial Services Inc
        2500 York Road                          2500 York Road
        Jamison, PA 18929                       Jamison, PA 18929
        Attention: Chief Credit Officer         Attention: Legal Department
        Telephone: 215-488-5000                 Telephone: 215-488-5000
        Facsimile: 215-488-5408                 Facsimile: 215-488-5415
        E-Mail: DVI@dvi-inc.com                 E-Mail: DVI@dvi-inc.com

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Any party may  change  such  address  by  sending  notice of the change to other
parties:  such change of address is effective  only upon actual  receipt of such
notice by the other parties.


         7. Governing Law. This Waiver will be governed by the laws of the state
in which the Leased Premises are located.


         8. Contract  Number.  The inclusion of a Contract  Number herein is not
intended   to,  and  should  not  be   interpreted   to,  limit  in  anyway  the
enforceability of this Waiver solely to the Personal Property  described in that
Contract.

         9.  Binding  Effect.  This waiver is binding upon and will inure to the
benefit of the heirs, successors and assigns of the parties hereto.


         (THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK)




































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<PAGE>
                                                               Contract No. 1409

                       LANDLORD'S WAIVER - SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this Waiver effective as of
                         the date first above written.

STATE OF                        :          [LANDLORD]
        ----------------------- : SS
COUNTY OF----------------------            --------------------------

On              , 20      , before
  -------------     ------
me, the undersigned, personally
appeared                                   Address: [LANDLORD'S MAILING ADDRESS]
        --------------------------,
who acknowledged himself to be             -------------------------------------
               of                          Contact person:
--------------, &----------------,                        ---------------------
and that he as such                        Telephone:
                   ---------------,                  --------------------------
being authorized to do so, executed        Facsimile:
the foregoing instrument for the                     --------------------------
purposes therein contained. IN             E-Mail:
WITNESS WHEREOF, I hereunto set my                -----------------------------
and official seal.


----------------------------------
Notary Public

My Commission Expires:


COMMONWEALTH OF PENNSYLVANIA               DVI FINANCIAL SERVICES INC.
COUNTY OF BUCKS                  : SS
 On             , 20     , before          By:
   -------------    -----                     ----------------------------
me, the undersigned, personally            Name:
appeared                         ,              --------------------------
who acknowledged himself to be             Title:
                        of DVI                   -------------------------
----------------------,
Financial Services Inc., a Delaware
Corporation, and that he as such officer,
being authorized to do so, executed the
foregoing instrument for the purposes
therein contained.  IN WITNESS WHEREOF,
I hereunto set my hand and official seal.

-------------------------------------
Notary Public

My Commission Expires:

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<PAGE>
STATE OF                        :          HOWARD SILVERMAN
        ----------------------- : SS
COUNTY OF----------------------            --------------------------

On              , 20      , before
  -------------     ------
me, the undersigned, personally
appeared                                   Address: 2618 South Beverly Drive
        --------------------------,                 Los Angeles, CA 90034
who acknowledged himself to be             -------------------------------------
               of                          Contact person:
--------------, &----------------,                        ---------------------
and that he as such                        Telephone:
                   ---------------,                  --------------------------
being authorized to do so, executed        Facsimile:
the foregoing instrument for the                     --------------------------
purposes therein contained. IN             E-Mail:
WITNESS WHEREOF, I hereunto set my                -----------------------------
and official seal.


----------------------------------
Notary Public

My Commission Expires:



























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<PAGE>
                                                               Contract No. 1409

                      LEGAL DESCRIPTION OF LEASED PREMISES















                                 [See Attached]



















                                   SCHEDULE A
                                       TO
                               LANDLORD'S WAIVER











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<PAGE>
                                                               Contract No. 1409

                        DESCRIPTION OF PERSONAL PROPERTY























                            [COLLATERAL DESCRIPTION]










                                   SCHEDULE B
                                       TO
                               LANDLORD'S WAIVER












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<PAGE>
                     ATTACHMENT TO UCC-1 FINANCING STATEMENT
                              (Specific Equipment)

(C)2001, DVI, Inc, All Rights Reserved                     Contract No. 1786-002



DEBTOR:                             SECURED PARTY:

HOWARD SILVERMAN                    DVI FINANCIAL SERVICES INC.
2618 South Beverly Drive            2500 York Road
Los Angeles , CA 90034              Jamison, Pennsylvania  18929


         Debtor hereby grants to and for the benefits of Secured Party and it's
Affiliates, as collateral security for the DVI Indebtedness, a security interest
in, and lien on, all right title and interest of Debtor in and to the following
equipment, together with all parts and accessories and additions incorporated
therein, attached thereto and used in connection therewith, all replacements and
substitutions therefore and all income, proceeds and products thereof.

Serial No.    Manufacture     Year/Model   Description        Software Level
----------    ------------    ----------   ------------       --------------


S/N               VISX          1998       EXIMER LASER














         Debtor  acknowledges  and agrees that this  Attachment and the grant of
the  security  interest  and lien  combined  herein are subject to the terms and
conditions of that certain  Master Loan and Security  Agreement  dated March 17,
1998, by and between Debtor and Secured Party. All undefined  capitalized  terms
used herein have the meanings set forth in such Master Security Agreement.








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