EXHIBIT 10.3

                        SECOND AMENDMENT TO OFFICE LEASE

       This SECOND AMENDMENT TO OFFICE LEASE ("SECOND AMENDMENT") is made and
entered into as of the 19th day of December 2005, by and between ONE HUNDRED
TOWERS L.L.C., a Delaware limited liability company ("LANDLORD"), and STARMED
GROUP, INC., a Nevada corporation ("TENANT").

                                R E C I T A L S :

         A. Landlord and Tenant entered into that certain Office Lease dated
October 27, 2003 (the "OFFICE LEASE"), as amended by the terms of that certain
First Amendment to Office Lease dated as of December 31, 2004 (the "FIRST
AMENDMENT"), whereby Landlord leased to Tenant and Tenant leased from Landlord
approximately 1,874 rentable (1,619 usable) square feet of space commonly known
as Suite 1112 (the "Premises") and located on the eleventh (11`h) floor of the
building (the "BUILDING") located at 2029 Century Park East, Los Angeles,
California. The Office Lease and First Amendment are, collectively, the "Lease."

         B. Pursuant to the terms of the First Amendment, the Lease Term of the
Lease was extended through December 31, 2005 (i.e., the "Extended Term," as
defined in the First Amendment). C. The parties desire to further extend the
Lease Term and to amend the Lease on the terms and conditions set forth in this
Second Amendment.

                               A G R E E M E N T :

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

         1. CAPITALIZED TERMS. All capitalized terms when used herein shall have
the same respective meanings as are given such terms in the Lease unless
expressly provided otherwise in this Second Amendment.

         2. CONDITION OF THE PREMISES. Landlord and Tenant acknowledge that
Tenant has been occupying the Premises pursuant to the Lease, and therefore
Tenant continues to accept the Premises in its presently existing, "as is"
condition. Except as otherwise expressly set forth in EXHIBIT A attached hereto,
Landlord shall not be obligated to provide or pay for any improvement work or
services related to the improvement of the Premises.

         3. NEW LEASE TERM. Pursuant to the Lease, the Lease Term is scheduled
to expire on December 31, 2005. Landlord and Tenant hereby agree to extend the
Lease Term for a period of three (3) years, from January 1, 2006, through
December 31, 2008, on the terms and conditions set forth in this Second
Amendment, unless sooner terminated as provided in the Lease, as hereby amended.
The period of time commencing on January 1, 2006, and ending on December 31,
2008, shall be referred to herein as the "Second Extended Term."

         4. RENT.

                  4.1 BASE RENT. Prior to January 1, 2006, Tenant shall continue
to pay monthly installments of Base Rent for the Premises in accordance with the
terms of the Lease. During the Second Extended Term, Tenant shall pay monthly
installments of Base Rent for the Premises as follows:

                                            Monthly         Approximate Monthly
    Period During          Annual         Installment           Rental Rate
Second Extended Term      Base Rent       of Base Rent        per Square Foot
--------------------      ----------      ------------      -------------------

  January 1, 2006 -       $64,090.80       $5,340.90              $2.850
 December 31, 2006

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  January 1, 2007 -       $66,013.56       $5,501.13              $2.936
 December 31, 2007

  January 1, 2008 -       $67,993.92       $5,666.16              $3.024
 December 31, 2008

                  4.2 ADDITIONAL RENT. Both prior to January 1, 2006, and
continuing throughout the Second Extended Term, Tenant shall continue to pay
Tenant's Share of the annual Building Direct Expenses for the Premises in
accordance with the terms of Article 4 of the Office Lease, as amended by the
terms of Section 4.2 of the First Amendment (i.e., Tenant's Share shall continue
to equal 0.193% and the Base Year shall continue to be 2004).

         5. SECURITY DEPOSIT. Notwithstanding anything in the Lease to the
contrary, the Security Deposit held by Landlord pursuant to the Lease, as
amended hereby, shall equal Five Thousand Six Hundred Sixty-Six and 16/100
Dollars ($5,666.16). Landlord and Tenant acknowledge that, in accordance with
Article 21 of the Office Lease, Tenant has previously delivered the sum of Four
Thousand Nine Hundred Sixty-Six and 10/100 Dollars ($4,966.10) (the "EXISTING
SECURITY DEPOSIT") to Landlord as security for the faithful performance by
Tenant of the terms, covenants and conditions of the Lease. Concurrently with
Tenant's execution of this Second Amendment, Tenant shall deposit with Landlord
an amount equal to Seven Hundred and 06/100 Dollars ($700.06) to be held by
Landlord as a part of the Security Deposit. To the extent that the total amount
held by Landlord at any time as security for the Lease, as hereby amended, is
less than Five Thousand Six Hundred Sixty-Six and 16/100 Dollars ($5,666.16),
Tenant shall pay the difference to Landlord within ten (10) days following
Tenant's receipt of notice thereof from Landlord.

         6. NOTICES. Notwithstanding anything to the contrary contained in the
Lease, as of the date of this Second Amendment, any Notices to Landlord must be
sent, transmitted, or delivered, as the case may be, to the following addresses:

                  One Hundred Towers L.L.C.
                  c/o Trammell Crow Services, Inc.
                  2049 Century Park East, Suite 2600
                  Los Angeles, California 90067-3283
                  Attention: Vice President, Property Management

                  and

                  J.P. Morgan Fleming Asset Management Inc.
                  1999 Avenue of the Stars, 26th Floor
                  Los Angeles, California 90067
                  Attention: Karen M. Wilbrecht, Vice President

                  and

                  Allen Matkins Leek Gamble & Mallory LLP
                  1901 Avenue of the Stars
                  Suite 1800
                  Los Angeles, California 90067
                  Attention: Anton N. Natsis, Esq.

         7. BROKER. Landlord and Tenant hereby warrant to each other that they
have had no dealings with any real estate broker or agent in connection with the
negotiation of this Second Amendment other than Trammell Crow Services, Inc.
(the "BROKER"), and that they know of no other real estate broker or agent who
is entitled to a commission in connection with this Second Amendment. Each party
agrees to indemnify and defend the other party against and hold the other party
harmless from any and all claims, demands, losses, liabilities, lawsuits,
judgments, costs and expenses (including without limitation reasonable
attorneys' fees) with respect to any leasing commission or equivalent
compensation alleged to be owing on account of any dealings with any real estate
broker or agent, other than the Broker, occurring by, through, or under the
indemnifying party. The terms of this Section 7 shall survive the expiration or
earlier termination of the term of the Lease, as hereby amended.

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         8. CONSTRUCTION OF PROJECT AND OTHER IMPROVEMENTS. Tenant acknowledges
that portions of the Project and/or portions of the Project or property adjacent
to the Project (collectively, the "OTHER IMPROVEMENTS") may be subject to
demolition or construction during Tenant's occupancy of the Premises, either by
Landlord or any other entity, and that such demolition and/or construction may
result in levels of noise, dust, obstruction of access, etc. which are in excess
of that present in a fully constructed project. Tenant hereby waives any and all
rent offsets or claims of constructive eviction which may arise in connection
with such demolition or construction. Additionally, Tenant acknowledges that (i)
currently a new office building project is being constructed in the area
immediately adjacent and to the west of the Building, and (ii) the lobbies,
elevators, carriage area parking and other Common Areas of the Building and
Project are to be renovated/reconstructed by Landlord (collectively, the
"Construction"). The Construction is likely to create noise, dust, debris, and
other disruption that may affect Tenant's use of the Premises and Tenant's use
of and access to the Building. Certain areas, including areas of the Project and
parking structure, which are currently being used by tenants of the Building,
including by Tenant, will be unavailable for use by tenants of the Building
during portions of the Construction. Tenant hereby agrees that such Construction
and Landlord's actions in connection with such Construction shall in no way
constitute a constructive eviction of Tenant nor, except as otherwise expressly
set forth in the Lease, entitle Tenant to any abatement of Rent. Landlord shall
have no responsibility or for any reason be liable to Tenant for any direct or
indirect injury to or interference with Tenant's business arising from the
Construction, nor shall Tenant be entitled to any compensation or damages from
Landlord for loss of the use of the Premises, the whole or any part of the
Project or Building resulting from the Construction or Landlord's actions in
connection with such Construction, or for any inconvenience or annoyance
occasioned by such Construction or Landlord's actions.

         9. NO FURTHER MODIFICATION. Except as specifically set forth in this
Second Amendment, all of the terms and provisions of the Lease shall remain
unmodified and in full force and effect.

         IN WITNESS WHEREOF, this Second Amendment has been executed as of the
day and year first above written.

"LANDLORD"                              ONE HUNDRED TOWERS L.L.C.,
                                        a Delaware limited company

                                        By: /s/ Karen M. Wilbrecht
                                            ----------------------
                                            Karen M. Wilbrecht,
                                            Vice President



"TENANT"                                STARMED GROUP, INC.,
                                        a Nevada corporation

                                        By: /s/ Herman Rappaport
                                            ----------------------
                                            Its: Pres. & CEO
                                                 -----------------

                                        By:
                                            ----------------------
                                            Its:
                                                 -----------------

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                                    EXHIBIT A

                              CENTURY PLAZA TOWERS

                               TENANT WORK LETTER

         Except as expressly set forth hereinbelow, Landlord shall not be
obligated to provide or pay for any improvement work or services related to the
improvement of the Premises, and Tenant shall continue to accept the Premises in
its current, "AS-IS" condition. Notwithstanding the foregoing, promptly
following the commencement of the Second Extended Term, Landlord shall, at
Landlord's sole expense, (i) repaint, with one (1) coat of paint, the interior
painted walls of the Premises, and (ii) shampoo the existing carpets in the
Premises (collectively, the "LANDLORD WORK"). The Landlord Work shall be
completed to Landlord's "Building standard" condition, using Building standard
procedures, materials, colors and finishes (subject to availability), determined
by Landlord in its sole discretion. Tenant shall make no changes or
modifications to the Landlord Work without the prior written consent of
Landlord, which consent may be withheld in Landlord's sole and absolute
discretion. Since Tenant is currently occupying the Premises, Landlord agrees
that it shall use commercially reasonable efforts to perform the Landlord Work
in a manner so as to minimize interference with Tenant's use of the Premises.
Tenant hereby acknowledges that, notwithstanding Tenant's occupancy of the
Premises during the performance of the Landlord Work, Landlord shall be
permitted to perform the Landlord Work during normal business hours, and Tenant
shall provide a clear working area for such work, if necessary (including, but
not limited to, the moving of furniture, fixtures and Tenant's property away
from the area in which Landlord is constructing the Landlord Work). Tenant
hereby agrees that the performance of the Landlord Work shall in no way
constitute a constructive eviction of Tenant nor entitle Tenant to any abatement
of rent. Landlord shall have no responsibility or for any reason be liable to
Tenant for any direct or indirect injury to or interference with Tenant's
business arising from the Landlord Work, nor shall Tenant be entitled to any
compensation or damages from Landlord for loss of the use of the whole or any
part of the Premises or of Tenant's personal property or improvements resulting
from the Landlord Work or Landlord's actions in connection with the Landlord
Work, or for any inconvenience or annoyance occasioned by the Landlord Work or
Landlord's actions in connection with the Landlord Work.


                                    EXHIBIT A
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