AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

                STANDARD INDUSTRIAL/COMMERCIAL TENANT LEASE - NET


1.   BASIC PROVISIONS ("BASIC PROVISIONS")

     1.1 PARTIES:  This Lease  ("LEASE"),  dated for  reference  purposes  only,
September 19,2006, is made by and between SFERS REAL ESTATE CORP, DD, a Delaware
corporation     and    PRI    MEDICAL     TECHNOLOGIES,     INC.,    a    Nevada
corporation(collectively the "Parties," or individually a "Party").


     1.2  PREMISES:  That  certain real  property,  including  all  improvements
therein or to be provided by Lessor under the terms of this Lease,  and commonly
known by the street address of 10939 Pendleton Street, Sun Valley, CA 91352

     located in the County of Los Angeles , State of  California  and  generally
described as (describe briefly the nature of the property)  approximately 12,842
square feet of Industrial  space  indicated by cross hatch on Exhibit A attached
hereto and made a part  hereof.The  mezzanine  is included in the 12,842  square
feet. ("Premises"). (See Paragraph 2 for further provisions.)


     1.3 TERM:  Sixty-two (62) months plus any partial month  ("Original  Term")
commencing  sixty (60) days after  Lessor's  delivery of the  Premises to lessee
("Commencement  Date") and ending Sixty-two (62) months plus any partial month *
("Expiration Date"). (See Paragraph 3 for further provisions).


     1.4 EARLY POSSESSION:  N/A * after the Commencement date ("Early Possession
Date").

     1.5 BASE RENT:  $ 8,604.14  per month  ("Base  Rent")  payable on the First
(1st) day of each month commencing on the  commencement  Date. See Paragraph 1.5
of the Addendum  attached hereto.  (See Paragraph 4 for further  provisions.) If
this box is checked,  there are provisions in this Lease for the Base Rent to be
adjusted.


     1.6 BASE RENT PAID UPON  EXECUTION:  $ 8,604.14 as Base rent for the period
the first full month of the Lease Term.

     1.7 SECURITY DEPOSIT: $ 10,200.00  ("Security  Deposit").  (See Paragraph 5
for further provisions)


     1.8 PERMITTED USE: General offices, warehousing and distribution of Medical
laser equipment, medical supplies, technical services or or other lawful related
use and for no other purpose.


     1.9 INSURING PARTY: Lessor is the "INSURING PARTY" unless otherwise stated
herein. (See Paragraph 8 for further provisions.)


     1.10 REAL ESTATE BROKERS: The following real estate brokers  (collectively,
the "BROKERS") and brokerage  relationships  exist in this  transaction  and are
consented to by the Parties (check applicable boxes):

     CB RICHARD ELLIS represents Lessor exclusively  ("Lessor's  Broker");  both
Lessor and Lessee, and represents Lessee exclusively  ("Lessee's Broker");  both
lessee and Lessor. (See Paragraph 15 for further provisions.)


     1.11  Guarantor.  The  obligations of the Lessee under this Lease are to be
guaranteed by EMERGENT GROUP, INC., a Nevada  corporation.  ("Guarantor").  (See
Paragraph 37 for further provisions.)


     1.12  Addenda.  Attached  hereto is an  Addendum or Addenda  consisting  of
Paragraphs 1.5, 6.1, 6.2, 7.2, 7.3, 7.3(c), 7.4(c), 8.2, 26, 44, 49, 50, 51, 52,
53,  54, 55 and  Exhibits  A through  F all of which  constitute  a part of this
Lease.

                                       1
<PAGE>

2.   PREMISES.

     2.1 LETTING.  Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor,  the Premises,  for the term, at the rental,  and upon all of the terms,
covenants and  conditions  set forth in this Lease.  Unless  otherwise  provided
herein,  any  statement of square  footage set forth in this Lease,  or that may
have been used in  calculating  rental,  is an  approximation  which  Lessor and
Lessee  agree is  reasonable  and the rental  based  thereon  is not  subject to
revision  whether or not the actual  square  footage of the  Premises is more or
less.

     2.2  CONDITION.  Lessor shall deliver the Premises to Lessee clean and free
of debris on the  Commencement  Date and  warrants to Lessee  that the  existing
plumbing, fire sprinkler system lighting, air conditioning, heating, and loading
doors, if any, in the Premises, other than those constructed by Lessee, shall be
in good operating  condition on the Commencement Date. If a non-compliance  with
said  warranty  exists as of the  Commencement  Date,  Lessor  shall,  except as
otherwise provided in this Lease,  promptly after receipt of written notice from
Lessee  setting  forth  with  specificity  the  nature  and  extent of such non-
compliance,  rectify  same at Lessor's  expense.  If Lessee does not give Lessor
written notice of a  non-compliance  with this warranty  within thirty (30) days
after the  Commencement  Date,  correction of that  non-compliance  shall be the
obligation of Lessee at Lessee's sole cost and expense.

     2.3 COMPLIANCE  WITH  COVENANTS,  RESTRICTIONS  AND BUILDING  CODE.  Lessor
warrants  to  Lessee  that the  improvements  on the  Premises  comply  with all
applicable  covenants or restrictions  of record and applicable  building codes,
regulations  and  ordinances  in effect  the date the  original  Certificate  of
Occupancy  was issued.  Said  warranty does not apply to the use to which Lessee
will put the Premises or to any Alterations or Utility Installations (as defined
in Paragraph 7.3(a)) made or to be made by Lessee. If the Premises do not comply
with said warranty,  Lessor shall,  except as otherwise  provided in this Lease,
promptly  after  receipt  of  written  notice  from  Lessee  setting  forth with
specificity  the nature and extent of such  non-compliance,  rectify the same at
Lessor's  expense.   If  Lessee  does  not  give  Lessor  written  notice  of  a
non-compliance   with  this  warranty  within  six  (6)  months   following  the
Commencement Date,  correction of that non-compliance shall be the obligation of
Lessee at Lessee's sole cost and expense.

     2.4  ACCEPTANCE OF PREMISES.  Lessee hereby  acknowledges:  (a) that it has
been advised by the Brokers to satisfy  itself with respect to the  condition of
the Premises  (including  but not limited to the  electrical  and fire sprinkler
systems,  security,  environmental  aspects,  compliance with Applicable Law, as
defined in Paragraph 6.3) and the present and future suitability of the Premises
for Lessee's  intended  use, (b) that Lessee has made such  investigation  as it
deems  necessary with  reference to such matters and assumes all  responsibility
therefor as the same relate to Lessee's  occupancy  of the  Premises  and/or the
term of this Lease, and (c) that neither Lessor, nor any of Lessor's agents, has
made any oral or written  representations or warranties with respect to the said
matters other than as set forth in this Lease.

     2.5 LESSEE  PRIOR  OWNER/OCCUPANT.  The  warranties  made by Lessor in this
Paragraph 2 shall be of no force or effect if immediately  prior to the date set
forth in Paragraph 1.1 Lessee was the owner or occupant of the Premises. In such
event,   Lessee  shall,   at  Lessee's  sole  cost  and  expense,   correct  any
non-compliance of the Premises with said warrants.

3. TERM.

     3.1 TERM. The Commencement Date,  Expiration Date and Original Term of this
Lease are as specified in Paragraph 1.3.

     3.2 EARLY POSSESSION.  If Lessee totally or partially occupies the Premises
prior to the Commencement  Date, the obligation to pay Base Rent shall be abated
for the period of such early possession. All other terms of this Lease, however,
shall be in effect  during  such  period.  Any such early  possession  shall not
affect nor advance the Expiration Date of the Original Term.

     3.3 DELAY IN POSSESSION. If for any reason Lessor cannot deliver possession
of the Premises to Lessee as agreed herein by the Early  Possession Date, if one
is specified in Paragraph 1.4, or, if no Early Possession Date is specified,  by
the Commencement  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,
except as  otherwise  provided  herein,  be obligated to pay rent or perform any
other  obligation of Lessee under the terms of this Lease until Lessor  delivers
possession  of the  Premises to Lessee.  If  possession  of the  Premises is not
delivered to Lessee within sixty (60) days after the Commencement  Date,  Lessee
may at its  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,  however, that if such written notice
by Lessee is not  received by Lessor  within said ten (10) day period,  Lessee's
right to cancel this Lease shall terminate and be of no further force or effect.
Except as may be otherwise  provided,  and  regardless of when the term actually
commences,  if  possession is not tendered to Lessee when required by this Lease
and Lessee does not terminate this Lease,  as aforesaid,  the period free of the
obligation to pay Base Rent, if any,  that Lessee would  otherwise  have enjoyed
shall run from the date of  delivery of  possession  and  continue  for a period
equal to what Lessee would  otherwise  have enjoyed under the terms hereof,  but
minus any days of delay caused by the acts, changes or omissions of Lessee.

                                       2
<PAGE>

4.   RENT.

     4.1 BASE RENT.  Lessee  shall cause  payment of Base Rent and other rent or
charges, as the same may be adjusted from time to time, to be received by Lessor
in lawful money of the United States, without offset or deduction,  on or before
the day on which it is due  under  the  terms of this  Lease.  Base Rent and all
other rent and charges for any period  during the term hereof  which is for less
than one (1) full calendar  month shall be prorated based upon the actual number
of days of the calendar month  involved.  Payment of Base Rent and other charges
shall be made to Lessor at its address stated herein or to such other persons or
at such other  addresses as Lessor may from time to time designate in writing to
Lessee.

5. SECURITY DEPOSIT.  Lessee shall deposit with Lessor upon execution hereof the
Security  Deposit set forth in Paragraph  1.7 as security for Lessee's  faithful
performance  of Lessee's  obligations  under this Lease.  If Lessee fails to pay
Base Rent or other rent or charges due  hereunder,  or otherwise  Defaults under
this Lease (as defined in Paragraph  13.l),  Lessor may use, apply or retain all
or any portion of said Security Deposit for the payment of any amount due Lessor
or to reimburse or compensate Lessor for any liability,  cost, expense,  loss or
damage  (including  attorneys'  fees) which Lessor may suffer or incur by reason
thereof.  If Lessor uses or applies all or any portion of said Security Deposit,
Lessee shall within ten (10) days after written request  therefor deposit moneys
with  Lessor  sufficient  to restore  said  Security  Deposit to the full amount
required by this Lease.  Lessor shall not be required to keep all or any part of
the Security  Deposit separate from its general  accounts.  Lessor shall, at the
expiration  or  earlier  termination  of the term  hereof  and after  Lessee has
vacated the  Premises,  return to Lessee (or,  at Lessor's  option,  to the last
assignee,  if any, of Lessee's  interest  herein),  that portion of the Security
Deposit  not used or applied by Lessor.  Unless  otherwise  expressly  agreed in
writing by Lessor,  no part of the Security  Deposit  shall be  considered to be
held in  trust,  to bear  interest  or other  increment  for its  use,  or to be
prepayment for any moneys to be paid by Lessee under this Lease.

6.   USE. See Paragraph 6.1 of the Addendum attached hereto.

     6.1 USE. Lessee shall use and occupy the Premises only for the purposes set
forth in Paragraph 1.8, or any other use which is comparable thereto, and for no
other  purpose.  Lessee  shall not use or permit  the use of the  Premises  in a
manner  that  creates  waste  or a  nuisance,  or that  disturbs  owners  and/or
occupants of, or causes damage to,  neighboring  premises or properties.  Lessor
hereby agrees to not  unreasonably  withhold or delay its consent to any written
request by Lessee, Lessees assignees or subtenants, and by prospective assignees
and subtenants of the Lessee,  its assignees and subtenants,  for a modification
of said permitted purpose for which premises may be used or occupied, so long as
the  same  will not  impair  structural  integrity  of the  improvements  on the
Premises,  the mechanical or electrical  systems therein,  is not  significantly
more burdensome to the Premises and the improvements  thereon,  and is otherwise
permissible  pursuant to this  Paragraph  6. If Lessor  elects to withhold  such
consent,  Lessor shall within five (5) business days give a written notification
of the same,  which notice shall include an explanation  of Lessor's  reasonable
objections to the change in use.

     6.2  HAZARDOUS  SUBSTANCES.  See  Paragraph  6.2 of the  Addendum  attached
hereto.

     6.3 LESSEE'S  COMPLIANCE  WITH LAW.  Except as  otherwise  provided in this
Lease, Lessee, shall, at Lessee's sole cost and expense,  fully,  diligently and
in a timely manner, comply with all "APPLICABLE LAW," which term is used in this
Lease to include all laws, rules regulations, ordinances, directives, covenants,
easements  and  restrictions  of  record,   permits,  the  requirements  of  any
applicable fire insurance  underwriter or rating bureau, and the recommendations
of Lessor's engineers and/or consultants, relating to any manner to the Premises
including but not limited to matters pertaining to (i) industrial hygiene,  (ii)
environmental conditions on, in, under or about the Premises, including soil and
groundwater conditions, and (iii) the use, generation, manufacture,  production,
installation, maintenance, removal, transportation, storage, spill or release of
any Hazardous  Substance or storage tank),  now in effect or which may hereafter
come into  effect,  and  whether or not  reflecting  a change in policy from any
previously existing policy.  Lessee shall, within five (5) days after receipt of
Lessor's  written  request,  provide  Lessor  with copies of all  documents  and
information,  including, but not limited to, permits, registrations,  manifests,
applications, reports and certificates,  evidencing Lessee's compliance with and
Applicable Law specified and shall  immediately  upon receipt,  notify Lessor in
writing  (with copies of any  documents  involved) of any  threatened  or actual
claim, notice, citation, warning, complaint or report pertaining to or involving
failure by Lessee or the Premises to comply with any Applicable Law.

     6.4 INSPECTION;  COMPLIANCE.  Lessor and Lessor's  Lender(s) (as defined in
Paragraph 8.3(a)) shall have the right to enter the Premises at any time, in the
case of an  emergency,  and otherwise at  reasonable  times,  for the purpose of
inspecting the condition of the Premises and for verifying  compliance by Lessee
with this Lease and all  Applicable  laws (as defined in Paragraph  6.3), and to
employ  experts  and/or  consultants  in connection  therewith  and/or to advise
Lessor with  respect to Lessee's  activities,  including  but not limited to the
installation,  operation,  use,  monitoring,  maintenance,  or  removal  of  any
Hazardous  Substance  or  storage  tank on or from the  Premises.  The costs and
expenses of any such  inspections  shall be paid by the party  requesting  same,
unless a Default or Breach of this  Lease,  violation  of  Applicable  Law, or a
contamination,  caused or materially  contributed to by Lessee is found to exist
or  be  imminent,  or  unless  the  inspection  is  requested  or  ordered  by a
governmental  authority as the result of any such existing or imminent violation
or  contamination.  In any such case, Lessee shall upon request reimburse Lessor
or  Lessor's  Lender,  as the case may be,  for the costs and  expenses  of such
inspections.

                                       3
<PAGE>


7. MAINTENANCE; REPAIRS; UTILITY INSTALLATIONS; TRADE FIXTURES AND ALTERATIONS.

     7.1 LESSEE'S OBLIGATIONS.

        (a) Subject to the provisions of Paragraphs 2.2 (Lessor's warranty as to
condition),  2.3 (Lessor's  warranty as to compliance with covenants,  etc). 7.2
(Lessor's   obligations  to  repair),   9  (damage  and  destruction),   and  14
(condemnation),  Lessee  shall,  at  Lessee's  sole cost and  expense and at all
times,  keep the Premises and every part  thereof in good order,  condition  and
repair,  structural  and  non-structural  (whether  or not such  portion  of the
Premises requiring repairs, 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 equipment or facilities serving the Premises,  such as plumbing,
heating,  air  conditioning,   ventilating,   electrical,  lighting  facilities,
boilers,  fired or unfired pressure vessels, fire sprinkler and/or standpipe and
hose or other automatic tire extinguishing  system,  including fire alarm and/or
smoke detection systems and equipment fire hydrants,  fixtures,  walls (interior
and exterior),  foundations,  ceilings,  floors,  windows,  doors,  plate glass,
skylights,  signs  located in, on, about,  or adjacent to the  Premises.  Lessee
shall not cause or permit any hazardous  Substance to be spilled or released in,
on,  under or about the  Premises  (including  through the  plumbing or sanitary
sewer system) and shall promptly,  at Lessee's  expense,  take all investigatory
and/or remedial action reasonably  recommended,  whether or not formally ordered
or required  for the cleanup of any  contamination  of and for the  maintenance,
security and/or  monitoring of the Premises,  the elements  surrounding same, or
neighboring properties,  that was caused or materially contributed to by Lessee,
or  pertaining  to or involving  any  Hazardous  Substance  and/or  storage tank
brought  onto the  Premises by or for Lessee or under its  control.  Lessee,  in
keeping the Premises in good order.  Condition  and repair,  shall  exercise and
perform  good  maintenance   practices.   Lessee's   obligations  shall  include
restorations,  replacements  or renewals when necessary to keep the Premises and
all Improvements thereon or a part thereof in good order, condition and state of
repair in  accordance  with the condition of the Premises as delivered by Lessee
by Lessor.

        (b)  Lessee  shall,  at  Lessee's  sole cost and  expense,  procure  and
maintain contracts,  with copies to Lessor, in customary form and substance for,
and with contractors specializing and experienced in the inspection, maintenance
and service of the following equipment and improvements,  if any, located on the
Premises: (i) heating, air conditioning and ventilation equipment.  (ii) boiler,
fired or unfired pressure vessels,

     7.2 LESSOR'S  OBLIGATIONS.  Except for the  warranties  and  agreements  of
Lessor contained in Paragraphs 2.2 (relating to condition of the Premises),  2.3
(relating to compliance  with  covenants.  restrictions  and building  code),  9
(relating to  destruction of the Premises) and 14 (relating to  condemnation  of
the  Premises),  it is  intended  by the  Parties  hereto  that  Lessor  have no
obligation in any manner  whatsoever,  to repair and maintain the Premises,  the
improvements  located thereon,  or the equipment therein,  whether structural or
non structural.  all of which  obligations are intended to be that of the Lessee
under Paragraph 7.1 hereof. It is the intention of the Parties that the terms of
this Lease govern the  respective  obligations  of the Parties as to maintenance
and repair of the Premises. Lessee and Lessor expressly waive the benefit of any
statute now or  hereafter  in effect to the extent it is  inconsistent  with the
terms of this Lease with respect to, or which  affords  Lessee the right to make
repairs at the  expense of Lessor or to  terminate  this Lease by reason of, any
needed repairs. See Paragraph 7.2 of the Addendum attached hereto.

     7.3 UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.

        (a) DEFINITIONS;  CONSENT REQUIRED. The term "UTILITY  INSTALLATIONS" is
used in this Lease to refer to all carpeting, window coverings. air lines, power
panels,   electrical   distribution,    security,   fire   protection   systems,
communication  systems,  lighting  fixtures,  heating,   ventilating,   and  air
conditioning equipment, plumbing, and fencing in, on, or about the Premises. The
term "TRADE  FIXTURES"  shall mean Lessee's  machinery and equipment that can be
removed  without doing  material  damage to the Premises The term  "ALTERATIONS"
shall mean any  modification of the improvements on the Premises from that which
are  provided  by Lessor  under  the  terms of this  Lease  other  than  Utility
Installations or Trade Fixtures.  whether by addition or deletion. "LESSEE OWNED
ALTERATIONS  AND/OR UTILITY  INSTALLATIONs"  are defined as  Alterations  and/or
Utility Installations made by lessee that are not yet owned by Lessor as defined
in  Paragraph   7.4(a)   Lessee  shall  not  make  any   Alteration  or  Utility
Installations in. on. under or about the Premises without Lessor's prior written
consent.  Lessee may. however. make non-structural  Utility Installations to the
interior of the Premises  (excluding the roof),  as long as they are not visible
from the outside, do not involve puncturing,  relocating or removing the roof or
any existing walls and the cumulative cost thereof during the term of this Lease
as extended does not exceed $25,000.  See paragraph 7.3 of the Addendum attached
hereto.

                                       4
<PAGE>

        (b) CONSENT. Any Alterations or Utility  installations that Lessee shall
desire to make and which require the consent of the Lessor shall be presented to
Lessor in written form with  proposed  detailed  plans.  All  consents  given by
Lessor, whether by virtue of Paragraph 7.3(a) or by subsequent specific consent,
shall be deemed  conditioned upon: (i) Lessee's acquiring all applicable permits
required by  governmental  authorities,  (ii) the  furnishing  of copies of such
permits together with a copy of the plans and  specifications for the Alteration
or Utility Installation to Lessor prior to commencement of the work thereon. and
(iii) the  compliance by Lessee with all  conditions of said permits in a prompt
and  expeditious  manner.  Any  Alterations or Utility  Installations  by Lessee
during the term of this Lease  shall be done in a good and  workmanlike  manner,
with good and sufficient  materials,  and in compliance with all Applicable Law.
Lessee shall promptly upon completion thereof furnish lessor with as-built plans
and  specifications  thereto.  Lessor  may  (but  without  Obligation  to do so)
condition its consent to any requested  Alteration or Utility  Installation that
costs $10,000 or more upon Lessee's  providing Lessor with a lien and completion
bond in an amount  equal to One and  one-half  times the  estimate  cost of such
Alteration or Utility  Installation  and/or upon Lessee's  posting an additional
Security Deposit with Lessor under Paragraph 36 hereof.

        (c) INDEMNIFICATION.  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 on 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, on or about  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 and protect itself.  Lessor
and the  Premises  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. If Lessor shall require,  Lessee Shall furnish to Lessor
a surety bond  satisfactory to Lessor in an amount equal to One and a half times
the  amount of such  contested  lien or claim or  demand,  indemnifying  Lessor,
against  liability  for the same.  as  required  by law for the  holding  of the
Premises  free from the effect of such lien or claim.  In  addition,  Lessor may
require Lessee to pay Lessor's  attorney's  fees and costs in  participating  in
such  action if Lessor  shall  decide it is to its best  interest  to do so. See
Paragraph 7.3(c) of the Addendum attached hereto.

     7.4   OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION.

        (a)  OWNERSHIP.  Subject to Lessors  right to require  their  removal or
become the owner  thereof as  hereinafter  provided in this  Paragraph  7.4. all
Alterations  and Utility  Additions  made to the Premises by Lessee Shall be the
property of and owned by Lessee.  but considered a part of the Premises.  Lessor
may, at any time and at its  option,  elect in writing to Lessee to be the owner
of all Or any  specified  part  of the  Lessee  Owned  Alterations  and  Utility
Installations  Unless otherwise  instructed per subparagraph  7.4(b) hereof, all
Lessee Owned  Alterations and Utility  Installations  shall at the expiration or
earlier termination of this Lease, become the property of Lessor and remain upon
and be surrendered by Lessee with the Premises.

        (b) REMOVAL. Unless otherwise agreed in writing, Lessor may require that
any or all Lessee Owned  Alterations or Utility  Installations be removed by the
expiration  or  earlier  termination  of  this  Lease,   notwithstanding   their
Installation  may have been  consented  to by  Lessor.  Lessor may  require  the
removal  at any  time of all Or any  part of any  Lessee  owned  Alterations  or
Utility Installations made without the required consent of Lessor.

        (c)  SURRENDER/RESTORATION.  Lessee Shall  surrender the Premises by the
end of the last day of the Lease term or any earlier  termination date. with all
Of the improvements,  parts and surfaces thereof clean and free of debris and in
good  operating  order,  condition  and State of repair,  ordinary wear and tear
excepted. "ORDINARY WEAR AND TEAR" shall not include any damage or deterioration
that  would  have  been  prevented  by good  maintenance  practice  Or by Lessee
performing all of its Obligations under this lease Except as otherwise agreed or
specified in writing by Lessor. the Premises, as Surrendered,  shall include the
Utility Installations.  The obligation of Lessee shall include the repair of any
damage occasioned by the installation.  maintenance Or removal of Lessee's Trade
Fixtures, furnishings,  equipment. and Alterations and/or Utility Installations.
as well as the removal of any storage tank  installed by Or for Lessee,  and the
removal,  replacement,  or  remediation  of any soil,  material or ground  water
contaminated  by Lessee,  all as may then be required by  Applicable  Law and/or
good  practice.  Lessee's Trade Fixtures shall remain the property of Lessee and
shall he removed by Lessee  subject to its  obligation to repair and restore the
Premises per this Lease. See Paragraph 7.4(c) of the Addendum attached hereto.

                                       5
<PAGE>

8. INSURANCE; INDEMNITY.

     8.1 PAYMENT FOR  INSURANCE.  Regardless  of whether the Lessor or Lessee is
the insuring  Party,  Lessee  shall pay for all  insurance  required  under this
Paragraph  8.  Premiums  for policy,  periods  commencing  prior to or extending
beyond the Lease tern shall be prorated to correspond to the lease term. Payment
shall be make by Lessee to Lessor on a monthly basis with Base Rent.

     8.2 LIABILITY INSURANCE.

        (a) CARRIED BY LESSEE.  Lessee shall obtain and keep in force during the
term of this Lease a Commercial General Liability policy of insurance protecting
Lessee and Lessor (as an additional  insured)  against  claims for bodily injury
personal injury and property damage based upon,  involving or arising out of the
ownership,  use,  occupancy  or  maintenance  of  the  Premises  and  all  areas
appurtenant  thereto.  Such insurance shall be or, an occurrence basis providing
single limit coverage in an amount nor less than  $1,000,000 per Occurrence with
an "Additional  Insured-Managers or Lessors of Premises" Endorsement and contain
the "Amendment of the Pollution  Exclusion" for damages caused by heat, smoke or
fumes  from a hostile  fire.  The policy  shall not  contain  any  intra-insured
exclusions  as  between  insured  persons  or  organizations  but shall  include
coverage for liability assumed under this Lease as an "insured contract" for the
performance of Lessee's  indemnity  obligations  under this Lease. The limits of
said  insurance  required  by this  Lease or as  carried  by Lessee  shall  not,
however,  limit the  liability  of Lessee nor relieve  Lessee of any  obligation
hereunder.  All  insurance  to be carried by Lessee  shall be primary to and not
contributory with any similar insurance carried by Lessor, whose insurance shall
be considered excess insurance only.

        (b) CARRIED BY LESSOR. In the event Lessor is the insuring Party, Lessor
shall also maintain liability  insurance described in Paragraph 82(a), above, in
addition  to, and not in lieu of, the  insurance  required to be  maintained  by
Lessee . Lessee shall not be named as an additional insured therein.

     8.3 PROPERTY INSURANCE-BUILDING, IMPROVEMENTS AND RENTAL VALUE.

        (a) BUILDING AND IMPROVEMENTS.  The Insuring Party shall obtain and keep
in force  during  the term of this  Lease a policy  or  policies  in the name of
Lessor, with loss payable to Lessor and to the holder's of any mortgages,  deeds
of trust or ground leases On the Premises (`Lender(s)"). insuring loss or damage
to the  Premises.  The  amount  of such  insurance  shall  be  equal to the full
replacement cost of the Premises,  as the same shall exist from time to time, or
the amount  required  by  Lenders,  but in no event  more than the  commercially
reasonable  and  available  insurable  value thereof if, by reason of the unique
nature or age of the improvements involved, such latter amount is less than full
replacement  cost.  If Lessor  is the  Insuring  Party,  however,  Lessee  Owned
Alterations and Utility Installations shall be insured by Lessee under Paragraph
8.4  rather  than by Lessor.  If the  coverage  is  available  and  commercially
appropriate,  such policy or policies  shall insure  against all risks of direct
physical  loss or damage  (except the perils of flood and/or  earthquake  unless
required by a Lender).  Including  coverage for any additional  costs  resulting
from debris removal and reasonable amounts of coverage for the enforcement of an
ordinance or law regulating the  reconstruction  or replacement of any undamaged
sections of the Premises  required to be  demolished or removed by reason of the
enforcement of any building,  zoning, safety or land use laws as the result of a
covered  cause of loss,  Said  policy or policies  shall also  contain an agreed
valuation provision in lieu of any coinsurance clause, waiver of subrogation.

        (c) ADJACENT PREMISES. 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,  the Lessee shall pay for any increase in the premiums
for the  property  insurance of such  building or buildings if said  increase is
caused by Lessee's acts. omissions, use or occupancy of the Premises.

        (d)  TENANT'S  IMPROVEMENTS.  If the Lessor is the Insuring  Party.  the
Lessor  shall not be required to insure  Lessee  Owned  Alterations  and Utility
Installations  unless the item in  question  has become the  property  of Lessor
under the terms of this  Lease,  If Lessee is the  Insuring  Party,  the  policy
carried by Lessee under this Paragraph 3,3 shall insure Lessee Owned Alterations
and Utility Installations.

     8.4 LESSEE'S PROPERTY  INSURANCE.  Subject to the requirements of Paragraph
8.5, Lessee at its cost shall either by separate policy or, at Lessor's  option,
by endorsement to a policy already carried,  maintain  insurance coverage on all
of  Lessee's   personal   property,   Lessee  Owned   Alterations   and  Utility
Installations  in, on, or about the Premises similar in coverage to that carried
by the  Insuring  Party  under  Paragraph  8,3,  Such  insurance  shall  be full
replacement  cost  coverage  with  a  deductible  of not to  exceed  $1,000  per
occurrence. The proceeds from any such insurance shall be used by Lessee for the
replacement of personal  property or the restoration of Lessee Owned Alterations
and Utility  installations.  Lessee shall be the Insuring  Party with respect to
the  insurance  required by this  Paragraph  S.4 and shall  provide  Lessor with
written evidence that such insurance is in force.

     8.5 INSURANCE POLICIES.  Insurance required hereunder shall be in companies
duly licensed to transact  business in the state where the Premises are located,
and maintaining  during the policy term a "General  Policyholders  Rating" of at
least A:VII, 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." Lessee shall not do or permit to be done anything which shall invalidate
the  insurance  policies  referred  to in this  Paragraph  a. If  Lessee  is the
Insuring Party, Lessee shall cause to be delivered to Lessor certified copies of
policies of such insurance or certificates  evidencing the existence and amounts
of such insurance with the insureds and loss payable clauses as required by this
Lease,  No such policy shall be  cancellable or subject to  modification  except
after  thirty (30) days prior  written  notice to Lessor,  Lessee shall at least
thirty (30) days prior to the expiration of such  policies,  furnish Lessor with
evidence of renewals or  "insurance  binders"  evidencing  renewal  thereof,  or
Lessor may order such  insurance  and charge the cost  thereof to Lessee,  which
amount shall be payable by Lessee to Lessor upon demand.  If the Insuring  Party
Shall fail to procure and maintain the  insurance  required to be carried by the
insuring  Party under this  Paragraph  8, the Other Party may,  but shall not be
required to procure and maintain the same, but at Lessee's expense.

     8.6 WAVER OF SUBROGATION.  Without  affecting any other rights or remedies,
Lessee and Lessor ("WAIVING PARTIES") each hereby release and relieve the other,
and waive their entire right to recover damages (whether in contract or in tort)
against the other. for loss of or damage to the Waiving Party's property arising
out of or incident to the perils  required to be insured against under Paragraph
8. The effect of such releases and waivers of the right to recover damages shall
not be  limited  by the  amount of  insurance  carried  or  required,  or by any
deductibles applicable thereto.

     8.7  INDEMNITY.  Except to the extent  caused by or arising  from the gross
negligence  or  willful  misconduct  of  lessor  or  its  agents,  employees  or
contractors,  Lessee  Shall  indemnify,  Protect,  defend and hold  harmless the
Premises,  Lessor and its agents, Lessor's master or ground lessor, partners and
Lenders,  from and  against any and all claims,  loss of rents  and/or  damages,
costs, liens, judgments,  penalties,  permits, attorney's and consultant's fees,
expenses and/or liabilities  arising out of, involving,  or in dealing with. The
occupancy of the Premises by Lessee, the conduct of Lessee's business,  any act,
omission or neglect of Lessee, its agents,  contractors,  employees or invitees,
and out of any Default or Breach by Lessee in the performance in a timely manner
of any  obligation  on  Lessee's  part to be  performed  under this  Lease.  The
foregoing  shall  include,  but not be limited to, the defense or pursuit of any
claim or any action or proceeding  involved therein,  and whether or not (in the
case of claims made against Lessor)  litigated  and/or reduced to judgment,  and
whether well founded or not. In case any action or proceeding be brought against
Lessor by reason of any of the foregoing matters, Lessee upon notice from Lessor
shall defend the same at Lessee's expense by counsel reasonably  satisfactory to
Lessor and Lessor shall  cooperate with Lessee in such defense.  Lessor need not
have first paid arty such claim in order to be so indemnified.

     8.8  EXEMPTION  OF LESSOR FROM  LIABILITY.  Lessor  shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee,  Lessee's  employees,  contractors,  invitees,  customers,  or any other
person in or about the  Premises,  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.  fire  Sprinklers,  wires.
Appliances,  plumbing,  air conditioning or lighting fixtures, or from any other
cause,  whether the said injury or damage 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  accessible or not.
Lessor  shall not be liable for any damages  arising  from any act or neglect of
any other tenant of Lessor,  Notwithstanding  Lessor's  negligence  or breach of
this Lease, Lessor shall under no circumstances be liable for injury to Lessee's
business or for any loss of income or profit therefrom.

                                       6
<PAGE>

9. DAMAGE OR DESTRUCTION.

     9.1 DEFINITIONS.

        (a) "PREMISES  PARTIAL  DAMAGE" shall mean damage or  destruction to the
improvements  on the Premises,  other than Lessee Owned  Alterations and Utility
Installations,  the repair cost of which damage or  destruction is less than 50%
of the then Replacement Cost of the Premises immediately prior to Such damage or
destruction,  excluding from such  calculation  the value of the land and Lessee
Owned Alterations and Utility Installations.

        (b) "PREMISES TOTAL DESTRUCTION" shall mean damage or destruction to the
Premises,  other than Lessee Owned  Alterations  and Utility  Installations  the
repair  cost  of  which  damage  or  destruction  is 50%  or  more  of the  then
Replacement  Cost  of  the  Premises   immediately   prior  to  such  damage  or
destruction.  excluding from Such  calculation  the value of the land and Lessee
Owned Alterations and Utility Installations.

        (c) "INSURED LOSS" shall mean damage or destruction to  improvements  on
the Premises,  other than Lessee Owned  Alterations  and Utility  Installations,
which was caused by an event  required to be covered by the insurance  described
in Paragraph 3.3(a),  irrespective of any deductible  amounts or coverage limits
involved,

        (d)  "REPLACEMENT  COST"  shall mean the cost to repair or  rebuild  the
improvements  owned by Lessor at the time of the  occurrence to their  condition
existing  immediately prior thereto,  including  demolition,  debris removal and
upgrading required by the operation of applicable building codes,  ordinances or
laws, and without deduction for depreciation.

        (e)  "HAZARDOUS  SUBSTANCE  CONDITION"  shall  mean  the  occurrence  or
discovery  of a condition  involving  the presence  of, or a  contamination  by,
Hazardous  Substance  as  defined  in  Paragraph  6.2(a),  in,  on, or under the
Premises.

     9.2 PARTIAL DAMAGE - INSURED LOSS. If a Premises  Partial Damage that is an
Insured Loss occurs, then Lessor shall, at Lessor's expense,  repair Such damage
(but not  Lessee's  Trade  Fixtures  or Lessee  Owned  Alterations  and  Utility
Installations)  as soon as reasonably  possible and this Lease shall continue in
full force and  effect;  provided,  however,  that  Lessee  shall,  at  Lessor's
election,  make the repair of any damage or destruction the total cost to repair
of witch is $10,000 or less,  and, in such event Lessor shall make the insurance
proceeds   available  to  Lessee  on  a  reasonable   basis  for  that  purpose.
Notwithstanding the foregoing, if the required insurance was not in force or the
insurance  proceeds are not sufficient to effect such repair, the insuring party
shall promptly  contribute the shortage in proceeds (except as to the deductible
which is Lessee's responsibility) as and when required to complete said repairs.
In the event,  however,  the shortage in proceeds  was due to the fact that,  by
reason of the unique nature of the improvements, full replacement cost insurance
coverage was not  commercially  reasonable and  available,  Lessor shall have no
obligation to pay for the shortage in insurance proceeds or to fully restore the
unique aspects of the Premises  unless Lessee  provides Lessor with the funds to
cover  same,  or  adequate  assurance  thereof,  within ten (10) days  following
receipt of written  notice of such  shortage  and  request  therefor.  If Lessor
receives  said funds or  adequate  assurance  thereof  within  said ten (10) day
period, the party responsible for making the repairs shall complete them as soon
as reasonably  possible and this Lease shall remain in full force and effect. If
Lessor does not receive such funds or assurance  within said period,  Lessor may
nevertheless  elect by written notice to Lessee within ten (10) days  thereafter
to make such  restoration and repair as is  commercially  reasonable with Lessor
paying any shortage in  proceeds,  in which case this Lease shall remain in full
force and  effect.  If in such case  Lessor  does not so elect,  then this Lease
shall  terminate  sixty  (60) days  following  the  occurrence  of the damage or
destruction, Unless otherwise agreed. Lessee shall in no event have any right to
reimbursement from Lessor for any funds contributed by Lessee to repair any Such
damage or destruction.  Premises Partial Damage due to flood or earthquake shall
be subject to Paragraph  9.3 rather than  Paragraph  9.2,  notwithstanding  that
there may be some insurance coverage, but the net proceeds of any such insurance
shall be made available for the repairs if made by either Party.

                                       7
<PAGE>


        9.3 PARTIAL DAMAGE - UNINSURED  LOSS. If a Premises  Partial Damage that
is not an Insured  Loss occurs,  unless  caused by a negligent or willful act of
Lessee (in which event  Lessee  shall make the  repairs at Lessee's  expense and
this Lease  shall  continue  in full force and  effect,  but subject to Lessor's
rights under Paragraph 13), Lessor may at Lessor's  option,  either:  (i) repair
such damage as soon as 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  receipt by Lessor of knowledge of the
occurrence of such damage of Lessor's  desire to terminate  this Lease as of the
date sixty (60) days  following  the giving of such notice.  In the event Lessor
elects to give such notice of Lessor's intention to 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  commitment  to pay for the repair of
such damage totally at Lessee's expense and without  reimbursement  from Lessor.
Lessee shall provide  Lessor with the required funds or  satisfactory  assurance
thereof  within thirty (30) days  following  Lessee's said  commitment.  In such
event this Lease  shall  continue  in full force and  effect,  and Lessor  shall
proceed to make such  repairs as soon as  reasonably  possible  and the required
funds are  available.  If Lessee does not give such notice and provide the funds
or  assurance  thereof  within  the times  specified  above,  this  Lease  shall
terminate as of the date specified in Lessor's notice of termination.

     9.4 TOTAL  DESTRUCTION.  Notwithstanding  any other provision  hereof, if a
Premises Total  Destruction  occurs  (including any destruction  required by any
authorized  public  authority),  this  Lease  shall  terminate  sixty  (60) days
following the date of such Premises Total Destruction, whether or not the damage
or destruction is an Insured Loss or was caused by a negligent or willful act of
Lessee.  In the event,  however,  that the damage or  destruction  was caused by
Lessee,  Lessor  shall have the right to recover  Lessor's  damages  from Lessee
except as released and waived in Paragraph 8.6.

     9.5 DAMAGE NEAR END OF TERM.  If at any time during the last six (6) months
of the term of this Lease  there is damage for which the cost to repair  exceeds
one (1)  month's  Base Rent,  whether or not an Insured  Loss,  Lessor  may,  at
Lessor's  option,  terminate this Lease  effective sixty (60) days following the
date of occurrence of such damage by giving written notice to Lessee of Lessor's
election to do so within  thirty (30) days after the date of  occurrence of such
damage.  Provided,  however, if Lessee at that time has an exercisable option to
extend this Lease or to purchase the  Premises,  then Lessee may  preserve  this
Lease by, within twenty (20) days  following  the  occurrence of the damage,  or
before the  expiration  of the time  provided in such  option for its  exercise,
whichever is earlier  ("EXERCISE  PERIOD"),(i)  exercising  such option and (ii)
providing Lessor with any shortage in insurance  proceeds (or adequate assurance
thereof) needed to make the repairs. If Lessee duly exercises such option during
said  Exercise  Period and  provides  Lessor with funds (or  adequate  assurance
thereof) to cover any shortage in insurance proceeds,  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 and
provide such funds or assurance during said Exercise Period,  then Lessor may at
Lessor's option terminate this Lease as of the expiration Of said sixty (60) day
period  following  the  occurrence  of such damage by giving  written  notice to
Lessee of Lessor's  election to do so within ten (10) days after the  expiration
of the Exercise  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 Paragraph 9.2 (Partial  Damage--
Insured),  whether or not Lessor or Lessee repairs or restores the Premises, the
Base Rent, Real Property Taxes,  insurance premiums,  and other charges, if any,
payable by Lessee hereunder for the period during which such damage,  its repair
or the  restoration  continues  (not to exceed the period for which rental value
insurance is required under Paragraph 8.3(b)),  shall be abated in proportion to
the  degree to which  Lessee's  use of the  Premises  is  impaired.  Except  for
abatement of Base Rent,  Real  Property  Taxes,  insurance  premiums,  and other
charges,  if any, as aforesaid,  all other obligations of Lessee hereunder shall
be performed by Lessee,  and Lessee  shall have no claim  against  Lessor to any
damage suffered by reason of any such repair or restoration.

                                       8
<PAGE>


        (b) If Lessor shall be obligated to repair or restore the Premises under
the provisions of this Paragraph 9 and shall not commence.  in a substantial and
meaningful  way, the repair or  restoration  of the Premises  within ninety (90)
days after such  obligation  shall accrue,  Lessee may, at any time prior to the
commencement of such repair or restoration, give written notice to Lessor and to
any Lenders of which Lessee has actual notice of Lessee's  election to terminate
this Lease on a date not less than sixty (60) days  following the giving of such
notice.  If Lessee  gives such notice to Lessor and such Lenders and such repair
or  restoration  is not commenced  within thirty (30) days after receipt of such
notice,  this Lease shall  terminate as of the date  specified in said notice if
Lessor or a Lender  commences the repair or restoration  of the Premises  within
thirty (30) days after receipt of such notice, this Lease shall continue in full
force and effect.  "COMMENCE"  as used in this  Paragraph  shall mean either the
unconditional  authorization  of the  preparation of the required  plans. or the
beginning of the actual work on the premises, whichever first occurs.

     9.7 HAZARDOUS  SUBSTANCE  CONDITIONS.  If a Hazardous  Substance  Condition
occurs,  unless  Lessee is legally  responsible  therefor  (in which case Lessee
shall make the investigation  and redemption  thereof required by Applicable Law
and this Lease shall continue in full force and effect,  but subject to Lessor's
rights under Paragraph 13), Lessor may at Lessor's option either (i) investigate
and  remediate  such  Hazardous  Substance  Condition,  if required,  as soon as
reasonably  possible  at  Lessor's  expense,  in which  event this  Lease  shall
continue in full force and effect,  or (ii) if the estimated cost to investigate
and remediate  such  condition  exceeds  twelve (12) times the then monthly Base
Rent or $100,000,  whichever is greater,  give written  notice to Lessee  within
thirty (30) days after receipt by Lessor of knowledge of the  occurrence of such
Hazardous  Substance  Condition of Lessor's desire to terminate this Lease as of
the date  sixty (60) days  following  the  giving of such  notice.  In the event
Lessor elects to give such notice of Lessor's intention to 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  commitment  to pay for the
investigation and remediation of such Hazardous  Substance  Condition totally at
Lessee's expense and without  reimbursement  from Lessor except to the extent of
an amount  equal to twelve (12) times the then  monthly  Base Rent or  $100,000,
whichever is greater.  Lessee shall  provide  Lessor with the funds  required of
Lessee or  satisfactory  assurance  thereof  within  thirty (30) days  following
Lessee's said commitment.  In such event this Lease shall continue in full force
and effect,  and Lessor shall proceed to make such investigation and remediation
as soon as reasonably  possible and the required funds are available.  If Lessee
does not give such notice and provide the required  funds or  assurance  thereof
within the times  specified  above,  this Lease shall  terminate  as of the date
specified in Lessor's notice of termination.  If a Hazardous Substance Condition
occurs for which Lessee is not legally responsible,  there shall be abatement of
Lessee's obligation under this Lease to the same extent as provided in Paragraph
9.6(a) for a period of not to exceed twelve (12) months.

     9.8 TERMINATION - ADVANCE PAYMENTS. Upon termination of this Lease pursuant
to this Paragraph 9, an equitable  adjustment  shall be made concerning  advance
Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall,
in addition,  return to Lessee so much of Lessee's  Security  Deposit as has not
been,  or is not then  required  to be,  used by Lessor  under the terms of this
Lease.

     9.9 WAIVE  STATUTES.  Lessor and Lessee  agree that the terms of this Lease
shall govern the effect of any damage to or  destruction  of the  Premises  with
respect to the  termination of this Lease and hereby waive the provisions of any
present or future Statute to the extent inconsistent herewith.

10. REAL PROPERTY TAXES.

     10.1 (a) PAYMENT OF TAXES.  Lessee shall pay the Real  Property  Taxes,  as
defined in Paragraph  10.2,  applicable to the Premises  during the term of this
Lease. Subject to Paragraph 10.1(b).

                                       9
<PAGE>


        (b)  ADVANCE  PAYMENT.  In order to insure  payment  when due and before
delinquency of any or all Real Property Taxes, Lessor shall estimate the current
Real Property  Taxes  applicable  to the  Premises,  and to require such current
year's Real Property Taxes to be paid in advance to Lessor by Lessee, monthly in
advance  with the payment of the Base Rent.  The monthly  payment  shall be that
equal monthly amount which, over the number of months remaining before the month
in which the applicable tax  installment  would become  delinquent  (and without
interest  thereon),  would provide a fund large enough to fully discharge before
delinquency  the  estimated  installment  Of taxes to be paid.  When the  actual
amount of the  applicable  tax bill is known,  the amount of such equal  monthly
advance  payment shall be adjusted as required to provide the fund needed to pay
the applicable taxes before delinquency. 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 as the same become due,
Lessee shall pay to Lessor,  upon Lessor's  demand,  such additional sums as are
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  Breach  by  Lessee  in the  performance  of the
obligations of Lessee under this Lease, then any balance of funds paid to Lessor
under the provisions of this Paragraph may,  subject to proration as provided in
Paragraph 10.1(a), at the option of Lessor, be treated as an additional Security
Deposit under Paragraph 5.

     10.2  DEFINITION OF "REAL PROPERTY  TAXES." As used herein,  the term "REAL
PROPERTY TAXES" 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 upon 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,  levied against any legal or equitable  interest of Lessor in
the Premises or in the real property of which the Premises are a part,  Lessor's
right to rent or other income therefrom, and/or Lessor's business or leasing the
Premises.  The term "REAL PROPERTY TAXES" shall also include any tax, fee, levy,
assessment  or  charge,  or any  increase  therein,  imposed by reason of events
occurring,  or changes in applicable law taking effect,  during the term of this
Lease, including but not limited to a change in the ownership of the Premises or
in the improvements  thereon,  the execution of this Lease, or any modification,
amendment or transfer thereof, and whether or not contemplated by the Parties.

     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.  Lessee shall pay prior to delinquency  all
taxes  assessed  against  and levied  upon  Lessee  Owned  Alterations,  Utility
Installations,  Trade Fixtures, furnishings, equipment and all personal property
of Lessee  contained in the Premises or elsewhere.  When possible,  Lessee shall
cause its Trade Fixtures, furnishings, equipment and all other personal property
to be assessed and billed separately from the real property of Lessor. 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 ten (10) days
after  receipt of a written  statement  setting  forth the taxes  applicable  to
Lessee's property or, at Lessor's option, as provided In Paragraph 10.1(b).

11. UTILITIES. See paragraph 50 of the Addendum attached hereto.

12. ASSIGNMENT AND SUBLETTING.

     12.1 LESSOR'S CONSENT REQUIRED.

        (a)  Lessee  Shall  not  voluntarily  or by  operation  of  law  assign,
transfer,   mortgage  or   otherwise   transfer   or   encumber   (collectively,
"ASSIGNMENT") or sublet all or any part of Lessee's interest in this Lease or in
the Premises  without  lessor's prior written consent given under and subject to
the terms of Paragraph 36.

                                       10
<PAGE>

        (b) A change in the control of Lessee  shall  constitute  an  assignment
requiring  Lessor's  consent.  The transfer,  on a cumulative  basis,  fifty one
percent (51%) or more of the voting control of Lessee shall  constitute a change
in control for this purpose.

        (c) The  involvement  of Lessee or its  assets  in any  transaction,  or
series  of  transactions  (by  way  of  merger,  sale,  acquisition,  financing,
refinancing transfer,  leveraged buy-out or otherwise),  whether or not a formal
assignment  or  hypothecation  of this Lease or Lessee's  assets  occurs,  which
results or will result in a reduction of the Net Worth of Lessee, as hereinafter
defined, by an amount equal to or greater than twenty-five percent (25%) of such
Net Worth of Lessee as it was represented to Lessor at the time of the execution
by Lessor of this Lease or at the time of the most  recent  assignment  to which
Lessor has consented,  or as it exists  immediately prior to said transaction or
transactions  constituting  such reduction,  at whichever time said Net Worth of
Lessee was or is greater,  shall be  considered  an  assignment of this Lease by
Lessee to which  Lessor  may  reasonably  withhold  its  consent.  "NET WORTH OF
LESSEE" for  purposes of this Lease shall be the net worth of Lessee  (excluding
any guarantors)  established  under  generally  accepted  accounting  principles
consistently applied.

        (d) An  assignment  or  subletting  of  Lessee's  interest in this Lease
without Lessor's  specific prior written consent shall, at Lessor's option, be a
Default  curable  after notice per  Paragraph  13.1(c),  or a noncurable  Breach
without the necessity of any notice and grace period.  If Lessor elects to treat
such  unconsented  to assignment or  subletting as a noncurable  Breach,  Lessor
shall have the right to either:  (i) terminate  this Lease,  or (ii) upon thirty
(30) days written notice ("Lessor's Notice"),  increase the monthly Base Rent to
fair market rental value or one hundred ten percent (110%) of the Base Rent then
in effect  whichever is greater.  Pending  determination  of the new fair market
rental  value,  if disputed by Lessee,  Lessee shall pay the amount set forth in
Lessor's Notice with any overpayment credited against the next installment(s) of
Base Rent coming due, and any underpayment  for the period  retroactively to the
effective  date of the  adjustment  being due and payable  immediately  upon the
determination  thereof.  Further,  in the event of such Breach and market  value
adjustment (i) the purchase price of any option to purchase the Premises held by
Lessee  shall be subject to similar  adjustment  to the then fair  market  value
(without  the  Lease  being  considered  an  encumbrance  or any  deduction  for
depreciation  or  obsolescence  and  considering the Premises at its highest and
best use and in good condition),  or one hundred ten percent (110%) of the price
previously in effect,  whichever is greater.  (ii) any index-oriented  rental or
price adjustment  formulas  contained in this Lease shall be adjusted to require
that the base index be determined with reference to the index  applicable to the
time of such adjustment, and (iii) any fixed rental adjustments scheduled during
the  remainder of the Lease term shall be increased in the same ratio as the new
market rental bears to the Base Rent in effect  immediately  prior to the market
value adjustment.

        (e)  Lessee's  remedy  for any breach of this  Paragraph  12.1 by Lessor
shall be limited to compensatory damages and injunctive relief.

     12.2 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

        (a) Regardless of Lessor's  consent,  any assignment or subletting shall
not: (i) be effective without the express written assumption by such assignee or
sublessee of the obligations of Lessee under this Lease,  (ii) release Lessee of
any obligations  hereunder,  or (iii) alter the primary  liability of Lessee for
the  payment  of Base  Rent and  other  sums  due  Lessor  hereunder  or for the
performance of any other obligations to be performed by Lessee under this Lease.

        (b) Lessor may accept any rent or  performance  of Lessee's  obligations
from any  person  other  than  Lessee  pending  approval  or  disapproval  of an
assignment.  Neither a delay in the approval or disapproval  of such  assignment
nor the  acceptance  of any rent or  performance  shall  constitute  a waiver of
estoppel of Lessor's right to exercise its remedies for the Default or Breach by
Lessee of any of the terms, covenants or conditions of this Lease.

                                       11
<PAGE>


        (c) The  consent of Lessor to any  assignment  or  subletting  shall not
constitute a consent to any subsequent  assignment or subletting by Lessee or to
any subsequent or successive assignment or subletting by the sublessee. However,
Lessor may consent to subsequent  sublettings and assignments of the sublease or
any amendments or modifications  thereto without notifying Lessee or anyone else
liable on the Lease or sublease and without  obtaining  their consent,  and such
action  shall not  relieve  such  persons  from  liability  under  this Lease or
sublease.

        (d) In the event of any Default or Breach of Lessee's  obligations under
this Lease.  Lessor may proceed directly  against Lessee,  any Guarantors or any
one else responsible for the performance of the Lessee's  obligations under this
Lease,  including the  sublessee,  without first  exhausting  Lessor's  remedies
against  any other  person or entity  responsible  therefor  to  Lessor,  or any
security held by lessor or Lessee.

        (e) Each request for consent to an assignment or subletting  shall be in
writing, accompanied by information relevant to Lessor's determination as to the
financial and operational  responsibility  and  appropriateness  of the proposed
assignee or  sublessee,  including  but not limited to the  intended  use and/or
required  modification of the Premises,  if any,  together with a non-refundable
deposit  of  $1,000  or ten  percent  (10%) of the  current  monthly  Base  Rent
whichever is greater, as reasonable  consideration for Lessor's  considering and
processing  the request for consent.  Lessee agrees to provide  Lessor with such
other  or  additional  information  and/or  documentation  as may be  reasonably
requested by Lessor.

        (f) Any assignee of, or sublessee under,  this Lease shall, by reason of
accepting  such  assignment or entering into such sublease,  be deemed,  for the
benefit of Lessor,  to have  assumed  and agreed to conform and comply with each
and every term,  covenant,  condition  and  obligation  herein to be observed or
performed by Lessee during the term of said  assignment or sublease,  other than
such  obligations  as are  contrary to or  inconsistent  with  provisions  of an
assignment or sublease to which Lessor has specifically consented in writing.

        (g) The occurrence of a transaction described in Paragraph 12.1(c) shall
give  Lessor the right (but not the  obligation)  to require  that the  Security
Deposit be  increased  to an amount equal to six (6) times the then monthly Base
Rent, and Lessor may make the actual receipt by Lessor of the amount required to
establish  such  Security  Deposit  a  condition  to  Lessor's  consent  to such
transaction.

     12.3  ADDITIONAL  TERMS  AND  CONDITIONS  APPLICABLE  TO  SUBLETTING.   The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises  and shall be deemed  included in all  subleases  under
this Lease whether or not expressly incorporated therein:

        (a) Lessee  hereby  assigns  and  transfers  to Lessor  all of  Lessee's
interest in all rentals and income arising from any sublease of all or a portion
of that Premises  heretofore or hereafter made by Lessee, and Lessor may collect
such rent and income and apply same toward Lessee's obligations under this Lease
provided,  however,  that until a Breach (as  defined in  Paragraph  13.1) shall
occur in the performance of Lessee's  obligations  under this Lease.  Lessee may
except as otherwise provided in this Lease, receive, collect and enjoy the rents
accruing under such  sublease.  Lessor shall not, by reason of this or any other
assignment  of such  Sublease to Lessor nor by reason of the  collection  of the
rents from a sublessee,  be deemed  liable to the  sublessee  for any failure of
Lessee to perform and comply with any of Lessee's  obligations to such sublessee
under such sublease.  Lessee hereby irrevocably  authorizes and directs any such
sublessee,  upon receipt of a written  notice from Lessor  stating that a Breach
exists in the  performance of Lessee's  obligations  under this Lease, to pay to
Lessor the rents and other  charges  due and to become  due under the  sublease.
Sublessee  shall rely upon any such  statement and request from Lessor and shall
pay such rents and other  charges to Lessor  without any  obligation or right to
inquire as to whether such Breach exists and  notwithstanding any notice from or
claim from Lessee to the  contrary.  Lessee shall have no right or claim against
said sublessee, or, until the Breach has been cured, against Lessor for any such
rents and other charges so paid by said sublessee to Lessor.

                                       12
<PAGE>


        (b) In the  event  of a  Breach  by  Lessee  in the  performance  of its
obligations  under this Lease,  Lessor, at its option and without any obligation
to do so may require any  sublessee  to attorn to Lessor,  in which event Lessor
shall  undertake the  obligations of the sublessor  under such sublease from the
time of the  exercise  of  said  option  to the  expiration  of  Such  sublease;
provided,  however, Lessor shall not be liable for any prepaid rents or security
deposit paid by such sublessee to such sublessor or for any other prior Defaults
or Breaches of such sublessor under such sublease.

        (c) Any matter or thing  requiring the consent of the sublessor  under a
sublease shall also require the consent of Lessor herein.

        (d) No sublessee  shall further  assign or sublet all or any part of the
Premises without Lessor's prior written consent

        (e)  Lessor  shall  deliver a copy of any notice of Default or Breach by
Lessee to the sublessee,  who shall have the right to cure the Default of Lessee
within the grace period, if any,  specified in such notice.  The sublessee shall
have a right of  reimbursement  and offset from and against  Lessee for any such
Defaults cured by the sublessee.

13. DEFAULT; BREACH; REMEDIES.

     13.1  DEFAULT;  BREACH.  Lessor and Lessee  agree  that if an  attorney  is
consulted  by  Lessor  in  connection  with  a  Lessee  Default  or  Breach  (as
hereinafter  defined),  $350.00 is a reasonable  minimum sum per such occurrence
for legal  services  and costs in the  preparation  and  service  of a notice of
Default, and that Lessor may include the cost of such services and costs in said
notice as rent due and payable to cure said Default. A "Default" is defined as a
failure  by the Lessee to  observe,  comply  with or  perform  any of the terms,
covenants, conditions or rules applicable to Lessee under this Lease. A "Breach"
is defined as the occurrence of any one or more of the following Defaults,  and,
where a grace period for cure after notice is specified  herein,  the failure by
Lessee to cure such Default  prior to the  expiration  of the  applicable  grace
period, shall entitle Lessor to pursue the remedies set forth in Paragraphs 13.2
and/or 13.3:

        (a) The vacating of the Premises without the intention to reoccupy same,
or the abandonment of the Premises.  (b) Except as expressly  otherwise provided
in this  Lease,  the  failure by Lessee to make any  payment of Base Rent or any
other  monetary  payment  required  to be made by lessee  hereunder,  whether to
Lessor or to a third  party,  as and when due,  the failure by Lessee to provide
Lessor with reasonable  evidence of insurance or surety bond required under this
Lease, or the failure of Lessee to fulfill any obligation under this Lease which
endangers or  threatens  life or property,  where such failure  continues  for a
period of three (3) days  following  written  notice  thereof by or on behalf of
Lessor to Lessee.

        (c) Except as expressly otherwise provided in this Lease, the failure by
Lessee to provide  Lessor with  reasonable  written  evidence (in duly  executed
original  form,  if  applicable)  of (i)  compliance  with  Applicable  Law  per
Paragraph 6.3, (ii) the inspection,  maintenance and service contracts  required
under Paragraph  7.1(b),  (iii) the recission of an  unauthorized  assignment or
subletting per Paragraph 12.1(b),  (iv) a Tenancy Statement per Paragraphs 16 or
37, (v) the subordination or  non-subordination  of this Lease per Paragraph 30,
(vi) the guaranty of the  performance of Lessee's  obligations  under this Lease
required  under  Paragraphs  1.11 and 37,  (vii) the  execution  of any document
requested under Paragraph 42 (easements),  or (viii) any other  documentation of
information  which  Lessor may  reasonably  require of Lessee under the terms of
this  Lease,  where  any such  failure  continues  for a period of ten (10) days
following written notice by or on behalf of Lessor to Lessee.

                                       13
<PAGE>


        (d) A Default  by  Lessee  as to the  terms,  covenants,  conditions  or
provisions of this Lease,  or of the rules  adopted  under  Paragraph 40 hereof,
that are to be observed,  complied with or performed by Lessee, other than those
described in subparagraphs  (a), (b) or (c) above,  where such Default continues
for period of thirty (30) days after written  notice  thereof by or on behalf of
Lessor to Lessee:  provided,  however, that if the nature of Lessee's Default is
such that more than thirty (30) days are reasonably  required for its cure, then
it  shall  not be  deemed  to be a Breach  of this  Lease by  Lessee  If  Lessee
commences such cure within said thirty (30) day period and thereafter diligently
prosecutes such cure to completion.

        (e) The  occurrence  of any of the following  events:  (i) The making by
Lessee of any general  arrangement  or assignment  for the benefit of creditors:
(ii)  Lessee's  becoming  a  "debtor"  as  defined  in 11  U.S.C.  (S)101 or any
successor  statute  thereto  (unless,  in the case of a petition  filed  against
Lessee,  the same dismissed within sixty (60) days);  (iii) the appointment of a
trustee or receiver to take possession of  substantially  all of Lessee's assets
located at the Premise or of Lessee's  interest in this Lease,  where possession
is not  restored  to Lessee  within  thirty (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 thirty (30) days  provided,  however,  in the
event that any provision of this  subparagraph (e) is contrary to any applicable
law, such provision shall be of no force or effect,  and not affect the validity
of the remaining provisions.

        (f) The discovery by Lessor that any financial Statement given to Lessor
by Lessee or any  Guarantor of Lessee's  obligations  hereunder  was  materially
false.

        (g) If the  performance  of  Lessee's  obligations  under  this Lease is
guaranteed:  (i) the death of a guarantor, (ii) the termination of a guarantor's
liability with respect to this Lease other than in accordance  with the terms of
such  guaranty,  (iii) a  guarantor's  becoming  insolvent  or the  subject of a
bankruptcy  filing (iv) a guarantor's  refusal to honor the  guaranty,  or (v) a
guarantor's breach of its guaranty  obligation on an anticipatory  breach basis,
and Lessee's  failure within sixty (60) days  following  written notice by or on
behalf of Lessor to Lessee of any such event,  to provide  Lessor  with  written
alternative  assurance of security,  which,  when coupled with the then existing
resources of Lessee equal or exceeds the combined financial  resources of Lessee
and the guarantor that existed at the time of execution of this Lease.

     13.2  REMEDIES.  If  Lessee  fails  to  perform  any  affirmative  duty  or
obligation of Lessee under this Lease, within ten (10) days after written notice
to  Lessee,  (or in case of an  emergency,  without  notice),  Lessor may at its
option (but without  obligation  to do so),  perform such duty or  obligation on
Lessee's  behalf  including  but not  limited  to the  obtaining  of  reasonably
required  bonds,  insurance  policies,  or  governmental  licenses,  permits  or
approvals. The Costs and expenses of any Such performance by Lessor shall be due
and payable by Lessee to Lessor  upon  invoice  therefor.  If any check given to
Lessor  by  Lessee  shall not be  honored  by the bank  upon  which it is drawn,
Lessor,  at its option,  may  require all future  payments to be made under this
Lease by Lessee to be made only by cashier's  check. In the event of a Breach of
this Lease by Lessee,  as defined in  Paragraph  13.1,  with or without  further
notice or demand,  and without  limiting  Lessor in the exercise of any right or
remedy which Lessor may have by reason of such Breach, Lessor may:

                                       14
<PAGE>

        (a) Terminate Lessee's right to possession of the Premises by any lawful
means,  in which case this Lease and the term hereof shall  terminate and Lessee
shall immediately  surrender possession of the Premises to Lessor. In Such event
Lessor shall be entitled to recover  from  Lessee:  (i) the worth at the time of
the award of the unpaid rent which had been  earned at the time of  termination,
(ii) the worth at the time of award of the amount by which the unpaid rent which
would have been earned  after  termination  until the time of award  exceeds the
amount of such rental  loss that the Lessee  proves  could have beer  reasonably
avoided:  (iii) the worth at the time of award of the amount by which the unpaid
rent for the  balance of the term after the time of award  exceeds the amount of
such rental loss that the Lessee  proves could be reasonably  avoided;  and (iv)
any  other  amount  necessary  to  compensate   Lessor  for  all  the  detriment
proximately caused by the Lessee's failure to perform its obligations under this
Lease or which in the  ordinary  course  of  things  would be  likely  to result
therefrom, 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  attorneys'  fees,  and that portion of the leasing
commission  paid by Lessor  applicable to the unexpired term of this Lease.  The
worth at the time of award of the amount  referred to in provision  (iii) of the
prior sentence shall be computed by discounting Such amount at the discount rate
of the  Federal  Reserve  Bank of San  Francisco  at the time of award  plus one
percent (1%).  Efforts by Lessor to mitigate  damages caused by Lessee's Default
or Breach of this Lease shall nor waive Lessor's right to recover  damages under
this Paragraph. If termination of this Lease is obtained through the provisional
remedy of  unlawful  detainer,  Lessor  shall  have the right to recover in such
proceeding the unpaid rent and damages as are recoverable therein, or Lessor may
reserve  therein the right to recover all or any part thereof in a separate suit
for such rent  and/or  damages.  If a notice  and grace  period  required  under
subparagraphs  13.1 (b), (c) or (d) was not  previously  given,  a notice to pay
rent or quit,  or to perform or quit,  as the case may be, given to Lessee under
any statute  authorizing  the  forfeiture of leases for unlawful  detainer shall
also  constitute the  applicable  notice for grace period  purposes  required by
subparagraphs  13.1(b),  (c) or (d). In such case, the  applicable  grace period
under subparagraphs  13.1(b), (c) or (d) and under the unlawful detainer statute
shall run concurrently  after the one such statutory notice,  and the failure of
Lessee to cure the  Default  within the  greater  of the two such grace  periods
shall constitute both an unlawful  detainer and a Breach of this Lease entitling
Lessor to the remedies provided for in this Lease and/or by said statute.

        (b) Continue the Lease and Lessee's  right to  possession  in effect (in
California under California Civil Code Section 1951.4) after Lessee's Breach and
abandonment  and recover  the rent as it becomes  due,  provided  Lessee has the
right  to  sublet  or  assign,  subject  only  to  reasonable  limitations.  See
Paragraphs 12 and 36 for the  limitations  on assignment  and  subletting  which
limitations  Lessee and Lessor  agree are  reasonable.  Acts of  maintenance  or
preservation, efforts to relet the Premises, or the appointment of a receiver to
protect  the  Lessor's  interest  under  the  Lease,   shall  not  constitute  a
termination of the Lessee's right to possession.

        (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.

        (d) The expiration or  termination of this Lease and/or the  termination
of Lessee's right to possession shall not relieve Lessee from liability under an
indemnity  provisions of this Lease as to matters  occurring or accruing  during
the term hereof or by reason of Lessee's Occupancy of the Premises.

                                       15
<PAGE>

     13.3 INDUCEMENT  RECAPTURE IN EVENT OF BREACH.  Any agreement by Lessor for
free or abated rent or other charges applicable to the Premises or to the giving
or paying by Lessor to or for Lessee of any cash or other bonus,  inducement  or
consideration  for Lessee's  entering into this Lease, all of which  concessions
are  hereinafter  referred  to  as  "INDUCEMENT  PROVISIONS,"  shall  be  deemed
conditioned  upon  Lessee's full and faithful  performance  of all of the terms,
covenants  and  conditions  of this Lease to be  performed or observed by Lessee
during the term hereof as the same may be  extended.  Upon the  occurrence  of a
Breach  of this  Lease  by  Lessee,  as  defined  in  Paragraph  13.1,  any such
inducement  Provision shall  automatically be deemed deleted from this Lease and
of no further force or effect, and any rent, other charge, bonus,  inducement or
consideration  theretofore  abated,  given  or  paid  by  Lessor  under  such an
inducement  provision  shall be immediately due and payable by Lessee to Lessor,
and   recoverable   by  Lessor  as   additional   rent  due  under   this  Lease
notwithstanding  any subsequent cure of said Breach by Lessee. The acceptance by
Lessor of rent or the cure of the Breach which  initiated  the operation of this
Paragraph  shall not be deemed a waiver  by  Lessor  of the  provisions  of this
Paragraph unless specifically so stated in writing by Lessor at the time of such
acceptance.

     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 include
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 upon
Lessor by the terms of any ground  lease,  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 five (5) 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 six percent (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 that
payment by Lessee.  Acceptance  of such late charge by Lessor  shall in no event
constitute  a waiver of Lessee's  Default or Breach 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 Base Rent,  then
notwithstanding  Paragraph  4.1 or any  other  provision  of this  Lease  to the
contrary,  Base Rent shall, at Lessor's option, become due and payable quarterly
in advance.

     13.5 BREACH BY LESSOR.  Lessor  shall not be deemed in breach of this Lease
unless lessor fails within a reasonable  time to perform an obligation  required
to be performed by Lessor.  For purpose of this Paragraph 13.5 a reasonable time
shall in no event be less than thirty (30) days after receipt by Lessor,  and by
the holders of any ground lease, mortgage or deed of trust covering the Premises
whose name and  address  shall have been  furnished  Lessee in writing  for such
purpose,  of written notice specifying wherein such obligation of Lessor has not
been performed;  provided, however, that if the nature of Lessor's obligation is
such that more than thirty (30) days after such notice are  reasonably  required
for its  performance,  then  Lessor  shall  not be in  breach  of this  Lease if
performance  is  commenced  within such  thirty  (30) day period and  thereafter
diligently pursued to completion.


                                       16
<PAGE>


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 ten percent (10%) of the floor
area of the Premises,  or more than  twenty-five  percent (25%) of the land area
not occupied by any building, is taken by condemnation,  Lessee may, at Lessee's
option,  to be exercised in writing 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 Base Rent shall be reduced in the same
proportion as the rentable  floor area of the Premises  taken bears to the total
rentable  floor area of the building  located on the  Premises.  No reduction of
Base Rent shall occur if the only portion of the Premises taken is land on which
there  is no  building.  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 compensation  separately awarded to Lessee for Lessee's
relocation  expenses and/or loss of Lessee's Trade  Fixtures.  In the event that
this Lease is not terminated by reason of such condemnation, Lessor shall to the
extent of its net severance damages received, over and above the legal and other
expenses incurred by Lessor in the condemnation matter, 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 be responsible for
the payment of any amount in excess of such net  severance  damages  required to
complete such repair.

15. BROKER'S FEE.

     15.1 The Brokers named in Paragraph  1.10 are the procuring  causes of this
Lease.

     15.2 Upon execution of this Lease by both Parties, lessor shall pay to said
Brokers  jointly,  or in such separate shares as they may mutually  designate in
writing,  a fee as set forth in a separate written  agreement between Lessor and
said  Brokers (or in the event there is no separate  written  agreement  between
lessor and said Brokers, the sum for brokerage services rendered by said Brokers
to lessor in this transaction.

     15.5 Lessee and Lessor each  represent and warrant to the other that it has
had no dealings with any person, firm, broker or finder (other than the Brokers,
if any named in paragraph 1.10) in connection with the negotiation of this Lease
and/or the  consummation of the  transaction  contemplated  hereby,  and that no
broker or other person, firm or entity other than said named Brokers is entitled
to any commission or finder's fee in connection  with said  transaction.  Lessee
and lessor do each hereby agree to indemnify, protect, defend and hold the other
harmless  from and against  liability for  compensation  or charges which may be
claimed by any such unnamed  broker,  finder or other similar party by reason of
any  dealings  or  actions  of the  indemnifying  Party,  including  any  costs,
expenses, attorneys' fees reasonably incurred with respect thereto.

     15.6   Lessor  and  Lessee   herby   consent  to  and  approve  all  agency
relationships, including dual agencies, indicated in Paragraph 1.10.

16. TENANCY STATEMENT.

     16.1 Each Party (as  "RESPONDING  PARTY")  shall within ten (10) days after
written  notice  from  the  other  Party  (the   "REQUESTING   PARTY")  execute,
acknowledge  and deliver to the Requesting  Party a statement in writing in form
similar to the then most  current  "Tenancy  Statement"  form  published  by the
American Industrial Real Estate Association,  plus such additional  information,
confirmation and/or statements as may be reasonably  requested by the Requesting
Party.

                                       17
<PAGE>


     16.2 If Lessor  desires to finance,  refinance,  or sell the Premises,  any
part thereof,  or the building of which the Premises are a part,  Lessee and all
Guarantors  of Lessee's  performance  hereunder  shall  deliver to any potential
lender or purchaser designated by Lessor such financial statements of Lessee and
such  Guarantors  as may be  reasonably  required by such  lender or  purchaser,
including but not limited to Lessee's  financial  statements  for the past three
(3) years.  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 the owner or
owners at the time in question of the fee title to the Premises,  or, if this is
a  sublease,  of the  Lessee's  interest  in the  prior  lease in the event of a
transfer of Lessor's title or interest in the Premises or in this Lease.  Lessor
shall  deliver to the  transferee  or assignee (in cash or by credit) any unused
Security  Deposit  held by Lessor at the time of such  transfer  or  assignment,
except as  provided  in  Paragraph  15, upon such  transfer  or  assignment  and
delivery of the  Security  Deposit,  as  aforesaid,  the prior  Lessor  shall be
relieved of all liability with respect to the obligations and/or covenants under
this Lease  thereafter to be performed by the Lessor.  Subject to the foregoing,
the  obligations  and/or  covenants  in this Lease to be performed by the Lessor
shall be binding only upon the Lessor as hereinabove defined.

18.  SEVERABILITY.  The invalidity 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.  Any monetary payment due Lessor hereunder
other  than late  charges,  not  received  by  Lessor  within  thirty  (30) days
following  the  date  on  which  it  was  due,  shall  bear  interest  from  the
thirty-first  (31st) day after it was due at the rate of 12% per annum,  but not
exceeding  the  maximum  rate  allowed by law,  in  addition  to the late charge
provided for in Paragraph 13.4.

20. TIME OF ESSENCE.  Time is of the essence with respect to the  performance of
all obligations to be performed or observed by the Parties under this Lease.

21. RENT DEFINED.  All monetary  obligations of Lessee to Lessor under the terms
of this Lease are deemed to be rent.

22. NO PRIOR OR OTHER  AGREEMENTS;  BROKER  DISCLAIMER.  This Lease contains all
agreements  between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.
Lessor and Lessee each  represents and warrants to the Brokers that it has made,
and is relying  solely upon its own  investigation  as to the  nature,  quality,
character and financial  responsibility  of the other Party to this Lease and as
to  the  nature,  quality  and  character  of  the  Premises.  Brokers  have  no
responsibility  with  respect  thereto or with  respect to any default or breach
hereof by either Party. See Paragraph 26 of addendum attached hereto.

                                       18
<PAGE>

 23. NOTICES.

     23.1 All notices required or permitted by this ease shall be in writing and
may be delivered  in person (by hand or by messenger or courier  service) or may
be sent by regular,  certified or registered mail or U.S. Postal Service Express
Mail, with postage prepaid,  or by facsimile  transmission,  and shall be deemed
sufficiently  given if served in a manner  specified in this  Paragraph  23. The
addresses  noted  adjacent  to a Party's  signature  on this Lease shall be that
Party's address for delivery or mailing of notice purposes.  Either Party may by
written  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 the purpose of mailing or delivering notices to
Lessee.  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 written notice
to Lessee.

     23.2 Any notice  sent by  registered  or  certified  mail,  return  receipt
requested,  shall be deemed  given on the date of delivery  shown on the receipt
card, or if no delivery date is shown, the postmark thereon.  If sent by regular
mail the notice shall be deemed given  forty-eight  (48) hours after the same is
addressed as required herein and mailed with postage prepaid.  Notices delivered
by United  States  Express Mail or overnight  courier that  guarantees  next day
delivery shall be deemed given twenty-four (24) hours after delivery of the same
to the United States Postal Service or courier.  If any notice is transmitted by
facsimile  transmission  or similar  means,  the same shall be deemed  served or
delivered upon telephone  confirmation of receipt of the  transmission  thereof,
provided a copy is also delivered via delivery or mail. If notice is received on
a Sunday or legal holiday, it shall be deemed received on the next business day.

     24.  WAIVERS.  No waiver by  Lessor of the  Default  or Breach of any term,
covenant or  condition  hereof by Lessee,  shall be deemed a waiver of any other
term covenant or condition  hereof,  or of any  subsequent  Default or Breach by
Lessee of the same or of any other term, covenant or condition hereof.  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 or similar
act by Lessee  or be  construed  as the  basis of an  estoppel  to  enforce  the
provision or provisions  of this Lease  requiring  such  consent.  Regardless of
Lessor's  knowledge  of a Default or Breach at the time of accepting  rent,  the
acceptance of rent by Lessor shall not be a waiver of any  preceding  Default or
Breach by Lessee of any  provision  hereof,  other than the failure of Lessee to
pay the particular  rent so accepted.  Any payment given Lessor by Lessee may be
accepted by Lessor on account of moneys or damages  due lessor,  notwithstanding
any qualifying  statements or conditions made by Lessee in connection  therewith
which  such  statements  and/or  conditions  shall  be of  no  force  or  effect
whatsoever unless  specifically  agreed to in writing by Lessor at or before the
time of deposit of such payment.

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.  The  Party  requesting  recordation  shall  be
responsible for payment of any fees or taxes applicable thereto.

26.  NO RIGHT TO  HOLDOVER.  Lessee  has no right to  retain  possession  of the
Premises or any part thereof  beyond the  expiration or earlier  termination  of
this Lease. See paragraph 26 of addendum attached hereto.

                                       19
<PAGE>

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.  All  provisions on this Lease to be observed or
performed by Lessee are both covenants and conditions.

29. BINDING EFFECT; CHOICE OF LAW. This Lease shall be binding upon the parties,
their  personal  representatives,  successors and assigns and be governed by the
laws of the State in which the Premises are located.  Any litigation between the
Parties hereto  concerning  this Lease shall be initiated in the county in which
the Premises are located.

30. SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

     30.1  SUBORDINATION.  This Lease and any  Option  granted  hereby  shall be
subject and subordinate to any ground lease,  mortgage,  deed of trust, or other
hypothecation  or security  device  (collectively,  "SECURITY  DEVICE"),  now or
hereafter  placed by Lessor upon the real  property of which the  Premises are a
part, to any and all advances made on the security thereof, and to all renewals,
modifications,  consolidations,  replacements  and  extensions  thereof.  Lessee
agrees that the Lenders  holding any such  Security  Device  shall have no duty,
liability or obligation to perform any of the  obligations  of Lessor under this
Lease,  but that in the  event of  Lessor's  default  with  respect  to any such
obligation,  Lessee  will  give any  Lender  whose  name and  address  have been
furnished  Lessee in writing for such  purpose  notice of  Lessor's  default and
allow such Lender thirty (30) days following receipt of such notice for the cure
of said default before  invoking any remedies Lessee may have by reason thereof.
If any Lender  shall elect to have this Lease and/or any Option  granted  hereby
superior  to the lien of its  Security  Device  and shall  give  written  notice
thereof to Lessee,  this Lease and such  Options  shall be deemed  prior to such
Security  Device,  notwithstanding  the relative dates of the  documentation  or
recordation thereof.

     30.2  ATTORNMENT.  Subject to the  non-disturbance  provisions of Paragraph
30.3,  Lessee  agrees to attorn  to a Lender  or any  other  party who  acquires
ownership of the Premises by reason of a foreclosure of a Security  Device,  and
that in the event of such  foreclosure,  such new owner shall not: (i) be liable
for any act or omission of any prior lessor or with respect to events  occurring
prior to  acquisition  of ownership,  (ii) be subject to any offsets or defenses
which  Lessee  might  have  against  any  prior  lessor,  or  (iii)  be bound by
prepayment of more than one (1) month's rent.

     30.3  NON-DISTURBANCE.  With  respect to Security  Devices  entered into by
Lessor after the execution of this Lease,  Lessee's  subordination of this Lease
shall be subject to receiving assurance (a "NON-DISTURBANCE AGREEMENT") from the
Lender that Lessee's possession and this Lease,  including any options to extend
the term hereof, will not be disturbed so long as Lessee is not in Breach hereof
and attorns to the record owner of the Premises.

                                       20
<PAGE>

     30.4 SELF-EXECUTING. The agreements contained in this Paragraph 30 shall be
effective  without the execution of any further  documents;  provided,  however,
that,  upon written  request from Lessor or a Lender in connection  with a sale,
financing or refinancing  of the Premises,  Lessee and Lessor shall execute such
further writings as may be reasonably  required to separately  document any such
subordination or non-subordination,  attornment and/or non-disturbance agreement
as is provided for herein.

31.  ATTORNEY'S  FEES.  If any Party or Broker brings an action or proceeding to
enforce the terms hereof or declare rights  hereunder,  the Prevailing Party (as
hereafter defined) or Broker in any such proceeding,  action, or appeal thereon,
shall be entitled to reasonable attorney's fees. Such fees may be awarded in the
same  suit or  recovered  in a  separate  suit,  whether  or not such  action or
proceeding  is pursued to decision or  judgment.  The term,  "PREVAILING  PARTY"
shall include,  without limitation,  a Party or Broker who substantially obtains
or  defeats  the  relief  sought,  as the case may be,  whether  by  compromise,
settlement,  judgment,  or the  abandonment  by the other Party or Broker of its
claim or defense.  The attorney's fees award shall not be computed in accordance
with any  court  fee  schedule,  but  shall be such as to  fully  reimburse  all
attorney's  fees  reasonably  incurred.  Lessor shall be entitled to  attorney's
fees,  costs and expenses  incurred in the preparation and service of notices of
Default and consultations in connection therewith, whether or not a legal action
is subsequently commenced in connection with such Default or resulting Breach.

32. LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS. Lessor and Lessor's agents shall
have the right to enter the Premises at any time,  in the case of an  emergency,
and  otherwise  at  reasonable  times for the  purpose  of  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 reasonably deem necessary. Lessor may at any time
place on or about the  Premises or building  any  ordinary  "For Sale" signs and
Lessor may at any time during the last one hundred twenty (120) days of the term
hereof place on or about the Premises any ordinary "For Lease"  signs.  All such
activities of Lessor shall be without abatement 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, except that Lessee
may, with Lessor's  prior  written  consent,  install (but not on the roof) such
signs as are  reasonably  required  to  advertise  Lessee's  own  business.  The
installation  of any sign on the  Premises by or for Lessee  shall be subject to
the  provisions of Paragraph 7  (Maintenance,  Repairs,  Utility  Installations,
Trade  Fixtures and  Alterations).  Unless  Otherwise  expressly  agreed herein.
Lessor reserves all rights to the use of the roof and the right to install.  and
all revenues from the installation  of, such advertising  signs on the Premises.
including  the  roof,  as do not  unreasonably  interfere  with the  conduct  of
Lessee's business.

                                       21
<PAGE>


35.  TERMINATION;  MERGER.  Unless  specifically  stated otherwise in writing by
Lessor,  the  voluntary or other  surrender of this Lease by Lessee,  the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by Lessee,  shall  automatically  terminate any sublease or lesser estate in the
terms;  provided,  however  Lessor  shall,  in the event of any such  surrender,
termination or  cancellation,  have the option to continue any one or all of any
existing subtenancies.  Lessor's failure within ten (10) days following any such
event to make a written election to the contrary by written notice to the holder
of any such lesser  interest,  shall constitute  Lessor's  election to have such
event constitute the termination of such interest.

36. CONSENTS.

        (a) Except for Paragraph 33 hereof  (Auctions) or as otherwise  provided
herein,  wherever  in this Lease the consent of a Party is required to an act by
or for the other  Party,  such  consent  shall not be  unreasonably  withheld or
delayed.  Lessor's  actual  reasonable  costs and  expenses  (including  but not
limited to  architects',  attorneys'.  engineers'  or other  consultants'  fees)
incurred in the  consideration  of, or response  to, a request by Lessee for any
Lessor  consent  pertaining  to this Lease or the  Premises,  including  but not
limited to consents to an  assignment,  a subletting or the presence or use of a
Hazardous Substance, practice or storage tank, shall be paid by Lessee to Lessor
upon receipt of an invoice and  supporting  documentation  therefor.  Subject to
Paragraph  12.2(e)  (applicable to assignment or  subletting),  Lessor may, as a
condition to considering any such request by Lessee, require that Lessee deposit
with Lessor an amount of money (in addition to the  Security  Deposit held under
Paragraph 5)  reasonably  calculated by Lessor to represent the cost Lessor will
incur in  considering  and responding to Lessee's  request.  Except as otherwise
provided, any unused portion of said deposit shall be refunded to Lessee without
interest. Lessor's consent to any act, assignment of this Lease or subletting of
the Premises by Lessee shall not constitute an  acknowledgement  that no Default
or Breach by Lessee of this Lease  exists,  nor shall  such  consent be deemed a
waiver of any then  existing  Default  or  Breach,  except  as may be  otherwise
specifically stated in writing by Lessor at the time of such consent.

        (b) All  conditions  to Lessor's  consent  authorized  by this Lease are
acknowledged  by Lessee as being  reasonable.  The failure to specify herein any
particular  condition to Lessor's  consent shall not preclude the  imposition by
Lessor at the time of consent of such  further or other  conditions  as are then
reasonable  with reference to the  particular  matter for which consent is being
given.

37. GUARANTOR.

     37.1 If there are to be any  Guarantors of this Lease per  Paragraph  1.11,
the form of the guaranty to be executed by each such  Guarantor  shall be in the
form and each said  Guarantor  shall have the same  obligations  as Lessee under
this Lease,  including but not limited to the  obligation to provide the Tenancy
Statement and information called for by Paragraph 16.

                                       22
<PAGE>

     37.2 It shall  constitute  a Default of the Lessee  under this Lease if any
such Guarantor fails or refuses,  upon reasonable request by Lessor to give: (a)
evidence  of the  due  execution  of the  guaranty  called  for by  this  Lease,
including  the  authority  of  the  Guarantor  (and  of  the  party  signing  on
Guarantor's  behalf) to obligate such Guarantor on said guaranty,  and including
in the case of a corporate  Guarantor,  a certified  copy of a resolution of its
board of directors  authorizing  the making of such  guaranty,  together  with a
certificate  of incumbency  showing the  signature of the persons  authorized to
sign on its behalf,  (b) current  financial  statements of Guarantor as may from
time to time be requested  by Lessor,  (c) a Tenancy  Statement,  or (d) written
confirmation that the guaranty is still in effect.Attached hereto as Exhibit E.

38.  QUIET  POSSESSION.  Upon payment by Lessee of the rent for the Premises and
the  observance  and  performance  of  all  of  the  covenants,  conditions  and
provisions  on Lessee's  part to be  observed  and  performed  under this Lease,
Lessee  shall have quiet  possession  of the Premises for the entire term hereof
subject to all of the provisions of this Lease

40.  MULTIPLE  BUILDINGS.  If the  Premises  are  part of a group  of  buildings
controlled by Lessor,  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  grounds,  the parking and
unloading of vehicles  and the  preservation  of good order,  as well as for the
convenience  of other  occupants  or tenants of such other  buildings  and their
invitees, and that Lessee will pay its fair share of common expenses incurred in
connection therewith.


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 the Premises,  Lessee,
its agents and invitees and their property from the ads of third parties.

42.  RESERVATIONS.  Lessor  reserves to itself the right,  from time to time, to
grant,  without the  consent or joinder of Lessee,  such  easements,  rights and
dedications that Lessor deems necessary,  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 agrees to sign any documents  reasonably  requested by Lessor to
effectuate any such easement rights, dedication, map or restrictions.

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.

                                       23
<PAGE>

44.  AUTHORITY.  If either Party hereto 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 its  behalf.  If  Lessee  is a  corporation,  trust  or
partnership,  Lessee  shall,  within  thirty (30) days after  request by Lessor,
deliver to Lessor evidence satisfactory to Lessor of such authority.

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. OFFER.  Preparation of this Lease by Lessor or Lessor's agent and submission
of same to Lessee shall not be deemed an offer to lease to Lessee. This Lease is
not intended to be binding until executed by all Parties hereto.

47.  AMENDMENTS.  This  Lease may be  modified  only in  writing,  signed by the
Parties in interest  at the time of the  modification.  The parties  shall amend
this  Lease from time to time to reflect  any  adjustments  that are made to the
Base  Rent or  other  rent  payable  under  this  Lease.  As long as they do not
materially  change Lessee's  obligations  hereunder,  Lessee agrees to make such
reasonable  non-monetary  modifications  to  this  Lease  as may  be  reasonably
required  by an  institutional,  insurance  company,  or pension  plan Lender in
connection with the obtaining of normal financing or refinancing of the property
of which the Premises are a part.

48. MULTIPLE  PARTIES.  Except as otherwise  expressly  provided herein, if more
than one  person or entity is named  herein  as  either  Lessor or  Lessee,  the
obligations   of  such   Multiple   Parties  shall  be  the  joint  and  several
responsibility of all persons or entities named herein as such Lessor or Lessee.

LESSOR AND LESSEE HAVE  CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION  CONTAINED  HEREIN,  AND BY THE  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.  FURTHER, EXPERTS SHOULD BE CONSULTED TO
     EVALUATE THE  CONDITION  OF THE PROPERTY AS TO THE POSSIBLE  PRESENCE OF
     ASBESTOS,  STORAGE TANKS OR HAZARDOUS  SUBSTANCES.  NO REPRESENTATION OR
     RECOMMENDATION   IS  MADE  BY  THE  AMERICAN   INDUSTRIAL   REAL  ESTATE
     ASSOCIATION OR BY THE REAL ESTATE BROKER(S) OR THEIR AGENTS OR EMPLOYEES
     AS TO THE LEGAL  SUFFICIENCY,  LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS
     LEASE OR THE  TRANSACTION  TO WHICH IT RELATES;  THE PARTIES  SHALL RELY
     SOLELY  UPON THE  ADVICE  OF THEIR OWN  COUNSEL  AS TO THE LEGAL AND TAX
     CONSEQUENCES  OF THIS  LEASE.  IF THE  SUBJECT  PROPERTY IS LOCATED IN A
     STATE  OTHER  THAN  CALIFORNIA,  AN  ATTORNEY  FROM THE STATE  WHERE THE
     PROPERTY IS LOCATED SHOULD BE CONSULTED.

                                       24
<PAGE>


The parties hereto have executed this Lease at the place on the dates  specified
above to their respective signatures.




LESSOR:                                      LESSEE:

SFERS REAL ESTATE CORP. DD,                  PRI MEDICAL TECHNOLOGIES, INC.,
a Delaware corporation                       a Nevada corporation

BY:   RREEF MANAGEMENT COMPANY,
      a Delaware corporation
                                             BY: /s/ Lou Buther
                                             ---------------------------------
                                             Lou Buther
                                             President
By:/s/ Karen Saitta
----------------------------------           DATED:10/12/2006
Karen Saitta
Vice President


DATED:10/12/2006                             BY:/s/ William M. McKay
                                             ---------------------------------
                                             William M. McKay
                                             Chief Financial Officer


                                             DATED:10/12/2006


NOTICE ADDRESS:                              NOTICE ADDRESS:
RREEF MANAGEMENT COMPANY                     PRI MEDICAL TECHNOLOGIES, INC.
5820 Canoga Avenue, Ste. 220                 10939 Pendleton Street, #10
Woodland Hills, California 91367             Sun Valley, California 91352






                                       25


<PAGE>
                                 ADDENDUM NO. 1
                                ----------------

THIS ADDENDUM NO. 1  ("Addendum")  is attached to and hereby made a part of that
certain AIR Lease,  dated,  for  reference  purposes  only,  September 19, 2006,
between SFERS REAL ESTATE CORP.  DD, a Delaware  corporation,  as Lessor and PRI
MEDICAL  TECHNOLOGIES,  INC., a Nevada  corporation,  as Lessee for the Premises
known as 10939 Pendleton  Street,  Sun Valley,  California  91352  consisting of
approximately  12,842 square feet. All of the following terms and conditions are
hereby  incorporated  in the Lease and made a part thereof.  In the event of any
conflict  between  any of the terms and  conditions  contained  in the  standard
printed  form Lease as compared  to the terms and  conditions  contained  in the
Addendum,  the  terms  and  conditions  contained  in  this  Addendum  shall  be
controlling.  The term  "Lease" as used herein shall mean the printed form Lease
as  modified  by  any  Exhibits  and  Addenda.  Unless  defined  otherwise,  all
capitalized  terms used  herein  shall have the same  meanings as defined in the
printed form Lease.


1.5      MONTHLY INSTALLMENTS OF BASE RENT.

Lessee agrees to pay the annual Base Rent by paying the monthly  installments of
Base Rent  pursuant  to  Paragraph 4 on or before the first day of each month of
the Term. In the event the Lease  Commencement  Date is other than the first day
of any calendar  month,  Base Rent will be prorated  according to Paragraph 4 of
this Lease. The monthly amount due is as follows:

For the period  from  Commencement  Date  through  January 31, 2007 of the Lease
Term, Eight Thousand Six Hundred Four and 14/100 ($8,604.14)  Dollars per month.
(January's 2007 Base Rent to be prepaid upon execution.)

For the period from  February 1, 2007 through  March 31, 2007 of the Lease Term,
Zero and 00/100 ($0.00) Dollars per month.

For the period from April 1, 2007  through  December 31, 2007 of the Lease Term,
Eight Thousand Six Hundred Four and 14/100 ($8,604.14) Dollars per month.

For the period from January 1, 2008 through December 31, 2008 of the Lease Term,
Eight  Thousand  Nine Hundred  Forty-Eight  and 31/100  ($8,948.31)  Dollars per
month.

For the period from January 1, 2009 through December 31, 2009 of the Lease Term,
Nine Thousand Three Hundred Six and 24/100 ($9,306.24) Dollars per month.

For the period from January 1, 2010 through December 31, 2010 of the Lease Term,
Nine Thousand Six Hundred Seventy-Eight and 49/100 ($9,678.49) Dollars per
month.

For the period from January 1, 2011 through February 28, 2012 of the Lease Term,
Ten Thousand Sixty-Five and 63/100 ($10,065.63) Dollars per month.

6.1      USE.

The Premises are to be used solely for the purposes  stated in Paragraph 1.8 and
Paragraph 6 of this Lease.  Lessee shall not do or permit anything to be done in
or about the  Premises  which will in any way  obstruct  or  interfere  with the
rights of other  Lessees or occupants of the Building and  Industrial  Center or
injure,  annoy,  or  disturb  them or  allow  the  Premises  to be used  for any
improper,  immoral,  unlawful,  or objectionable  purpose.  Lessee shall not do,
permit or suffer in, on or about the Premises the sale of any  alcoholic  liquor
without the written consent of Lessor first  obtained,  or the commission of any
waste.

                                       1
<PAGE>

Lessor shall  comply with all  governmental  laws,  ordinances  and  regulations
applicable  to the use of the  Premises  and its  occupancy  and shall  promptly
comply  with  all  governmental   orders  and  directions  for  the  correction,
prevention  and abatement of any  violations in or upon, or in connection  with,
the  Premises,  all at  Lessee's  sole  expense.  Lessee  shall not do or permit
anything to be done on or about the Premises or bring or keep  anything into the
Premises  which will in any way increase the rate of,  invalidate or prevent the
procuring of any insurance  protecting against loss or damage to the Building or
the  Industrial  Center  or any of its  contents  by fire or other  casualty  or
against  liability  for damage to  property or injury to persons in or about the
Building or the  Industrial  Center or any part  thereof.  Lessee shall not, and
shall not direct,  suffer or permit any of its agents,  contractors,  employees,
licensees or invitees to at any time handle, use, manufacture,  store or dispose
of in or about the  Premises  or the  Building  and the  Industrial  Center  any
(collectively   "Hazardous  Material")   flammables,   explosives,   radioactive
materials,  hazardous  waste or materials,  toxic wastes or materials,  or other
similar  substances,  petroleum products or derivatives or any substance subject
to  regulation  by or under any  federal,  state and local  laws and  ordinances
relating to the protection of the environment or the keeping, use or disposition
of  environmentally  hazardous  materials,  substances  or wastes,  presently in
effect or hereafter  adopted,  all  amendments to any of them, and all rules and
regulation  issued  pursuant  to any of such  laws or  ordinances  (collectively
"Environmental Laws"), nor shall Lessee suffer or permit any Hazardous Materials
to be used in any manner not fully in compliance with all Environmental Laws, in
the Premises or the Building and the Industrial Center appurtenant land or allow
the environment to become contaminated with Hazardous Materials. Notwithstanding
the foregoing,  and subject to Lessor's prior consent, Lessee may handle, store,
use or dispose of products  containing small  quantities of Hazardous  Materials
(such as aerosol cans containing insecticides,  toner for copiers, paints, paint
remover and the like) to the extent  customary  and necessary for the use of the
Premises for general office purposes;  provided that Lessee shall always handle,
store,  use,  and dispose of any such  Hazardous  Materials in a safe and lawful
manner and never allow such  Hazardous  Materials to  contaminate  the Premises,
Building or Industrial  Center and  appurtenant and or the  environment.  Lessee
shall  protect,  defend,  indemnify  and hold each of the  Lessor  Entities  (as
defined in Paragraph 30) harmless from and against any and all of loss,  claims,
liability  or costs  (including  court costs and  attorney's  fees)  incurred by
reason of any  actual or  asserted  failure of Lessee to fully  comply  with all
applicable  Environmental Laws or the presence,  handling, use or disposition in
or from the Premises of any Hazardous  Materials (even though  permissible under
all applicable Environmental Laws or the Provisions of this Lease), or by reason
of any actual or  asserted  failure of Lessee to keep,  observe,  or perform any
provision of this section.


6.2      HAZARDOUS SUBSTANCES.

     (a) Lessee agrees that Lessee,  its agents and contractors,  licensees,  or
invitees shall not handle, use, manufacture, store or dispose of any flammables,
explosives,  radioactive materials,  hazardous wastes or materials, toxic wastes
or materials,  or other similar  substances,  petroleum  products or derivatives
(collectively  "Hazardous Materials") on, under, or about the Premises,  without
Lessor's prior written consent (which consent shall not be unreasonably withheld
as long as Lessee demonstrates and documents to Lessor's reasonable satisfaction
(i) that such  Hazardous  Materials  (A) are  necessary  or  useful to  Lessee's
business;  and (B) will be used, kept, stored and disposed of in compliance with
all laws  relating to any  Hazardous  Materials so brought or used or kept in or
about  the  Premises;  and (ii)  that  Lessee  will  give all  required  notices
concerning  the presence in or on the Premises or the release of such  Hazardous
Materials  from the  Premises)  provided that Lessee may handle,  store,  use or
dispose of products  containing small quantities of Hazardous  Materials,  which
products  are of a type  customarily  found in offices and  households  (such as

                                       2
<PAGE>


aerosol cans containing  insecticides,  toner for copies, paints, paint remover,
and the like), provided further that Lessee shall handle, store, use and dispose
of any such Hazardous  Materials in a safe and lawful manner and shall not allow
such Hazardous Materials to contaminate the Premises or the environment.

     (b) Lessee  further  agrees  that  Lessee  will not  permit  any  substance
suspected of causing cancer or  reproductive  toxicity to come into contact with
groundwater  under the  Premises.  Any such  substance  coming into contact with
groundwater  shall be  considered  a  Hazardous  Material  for  purposes of this
Addendum.

     (c) (i) Notwithstanding the provisions of Paragraph (a), Lessee may handle,
store,  and use  Hazardous  Materials,  limited to the types,  amounts,  and use
identified in the Hazardous  Materials  Exhibit attached hereto. If no Hazardous
Materials Exhibit is attached to this Lease, then this Paragraph (c) shall be of
no force and effect.  Lessee  hereby  certifies  to Lessor that the  information
provided by Lessee  pursuant to this Paragraph is true,  correct,  and complete.
Lessee  covenants  to comply  with the use  restrictions  shown on the  attached
Hazardous  Materials  Exhibit.  Lessee  shall  secure  and abide by all  permits
necessary for Lessee's operations on the Premises. Lessee shall give or post all
notices  required by all applicable laws pertaining to Hazardous  Materials.  If
Lessee  shall at any time  fail to  comply  with this  Paragraph,  Lessee  shall
immediately notify Lessor in writing of such noncompliance.

        (ii) Lessee shall provide Lessor with copies of any Material Safety Data
Sheets (as required by the  Occupational  Safety and Health Act) relating to any
Hazardous Materials to be used, kept, or stored at or on the Premises,  at least
30 days prior to the first use, placement, or storage of such Hazardous Material
on the Premises.  Lessor shall have 10 days following  delivery of such Material
Safety Data Sheets to approve or forbid,  in its sole discretion  subject to the
limitation contained in Paragraph (a) above, such use, placement,  or storage of
a Hazardous Material on the Premises.

        (iii) Lessee shall not store  hazardous  wastes on the Premises for more
than 90  days;  "hazardous  waste"  has the  meaning  given  it by the  Resource
Conservation and Recovery Act of 1976, as amended.  Lessee shall not install any
underground  or above ground  storage  tanks on the  Premises.  Lessee shall not
dispose of any Hazardous Material or solid waste on the Premises.  In performing
any alterations of the Premises permitted by the Lease, Lessee shall not install
any Hazardous  Material in the Premises  without the specific  consent of Lessor
attached as an exhibit to this Addendum.

        (iv)  Any  increase  in the  premiums  for  necessary  insurance  on the
Property  which arises from Lessee's use and/or  storage of Hazardous  Materials
shall be solely at Lessee's  expense.  Lessee shall  procure and maintain at its
sole  expense such  additional  insurance as may be necessary to comply with any
requirement   of  any  Federal,   State  or  local   governmental   agency  with
jurisdiction.

     (d) If Lessor,  in its sole  discretion,  believes that the Premises or the
environment  have become  contaminated  with  Hazardous  Materials  that must be
removed under the laws of the state where the Premises are located,  Lessor,  in
addition to its other rights  under this Lease,  may enter upon the Premises and
obtain  samples from the Premises,  including  without  limitation  the soil and
groundwater  under the  Premises,  for the  purposes  of  analyzing  the same to
determine whether and to what extent the Premises or the environment have become
so contaminated.  Lessee shall reimburse Lessor for the costs of any inspection,
sampling and analysis that  discloses  contamination  for which Lessee is liable
under the terms of this Addendum. Lessee may not perform any sampling,  testing,
or drilling to locate any Hazardous  Materials on the Premises  without Lessor's
prior written consent.

                                       3
<PAGE>

     (e) Without limiting the above, Lessee shall reimburse,  defend,  indemnify
and  hold  Lessor  harmless  from  and  against  any  and  all  claims,  losses,
liabilities,  damages, costs and expenses, including without limitation, loss of
rental income, loss due to business interruption,  and attorneys fees and costs,
arising out of or in any way connected with the use,  manufacture,  storage,  or
disposal of Hazardous  Materials by Lessee,  its agents or contractors on, under
or about the Premises including,  without limitation,  the costs of any required
or  necessary   investigation,   repair,   cleanup  or  detoxification  and  the
preparation  of any  closure or other  required  plans in  connection  herewith,
whether voluntary or compelled by governmental authority.

     The  indemnity  obligations  of Lessee under this clause shall  survive any
termination of the Lease. At Lessor's option,  Lessee shall perform any required
or necessary investigation,  repair, cleanup, or detoxification of the Premises.
In such case,  Lessor shall have the right, in its sole  discretion,  to approve
all plans, consultants,  and cleanup standards. Lessee shall provide Lessor on a
timely basis with (i) copies of all documents,  reports, and communications with
governmental  authorities;  and (ii)  notice  and an  opportunity  to attend all
meetings  with  regulatory  authorities.  Lessee  shall  comply  with all notice
requirements  and  Lessor  and  Lessee  agree  to  cooperate  with  governmental
authorities  seeking  access  to  the  Premises  for  purposes  of  sampling  or
inspection.

     No  disturbance of Lessee's use of the Premises  resulting from  activities
conducted  pursuant to this Paragraph shall constitute an actual or constructive
eviction of Lessee from the  Premises.  In the event that such  cleanup  extends
beyond the termination of the Lease,  Lessee's obligation to pay rent (including
additional  rent, if any) shall continue  until any cleanup  required under this
Lease is completed and any certificate of clearance or similar document from the
applicable  governmental  agency has been delivered to Lessor.  Rent during such
holdover  period  shall  be  at  market  rent;  if  6.2  HAZARDOUS   SUBSTANCES.
(Continued)

the parties are unable to agree upon the amount of such market rent, then Lessor
shall have the option of (a) increasing the rent for the period of such holdover
based upon the increase in the cost-of-living from the third month preceding the
commencement date to the third month preceding the start of the holdover period,
using  such  indices  and  assumptions  and  calculations  as Lessor in its sole
reasonable  judgment  shall  determine are  necessary;  or (b) having Lessor and
Lessee each appoint a qualified  MAI  appraiser  doing  business in the area; in
turn,  these two independent MAI appraisers  shall appoint a third MAI appraiser
and the majority shall decide upon the fair market rental for Premises as of the
expiration of the then current term.

     Lessor and Lessee  shall  equally  share in the  expense of this  appraisal
except  that in the  event  the rent is found to be within  ten  percent  of the
original rate quoted by Lessor,  then Lessee shall bear the full cost of all the
appraisal  process.  In no event shall the rent be subject to  determination  or
modification by any person,  entity, court, or authority other than as set forth
expressly herein, and in no event shall the rent for any holdover period be less
than the rent due in the preceding period.

     (f) Notwithstanding  anything set forth in this Lease, Lessee shall only be
responsible for  contamination of Hazardous  Materials or any cleanup  resulting
directly  therefrom,  resulting  from matters  occurring or Hazardous  Materials
deposited (other than by contractors,  agents or  representatives  controlled by
Lessor)  during the Lease term, and any other period of time during which Lessee
is in actual or  constructive  occupancy  of the  Premises.  Lessee  shall  take
reasonable  precautions  to  prevent  the  contamination  of the  Premises  with
Hazardous Materials by third parties.

     (g) It shall not be unreasonable  for Lessor to withhold its consent to any
proposed  Assignment or Sublease if (i) the proposed  Assignee's or  Sublessee's
anticipated use of the premises involves the generation, storage, use, treatment
or disposal of Hazardous Materials;  (ii) the proposed Assignee or Sublessee has
been required by any prior lessor,  lender,  or  governmental  authority to take

                                       4
<PAGE>

remedial action in connection with Hazardous Materials  contaminating a property
if the contamination resulted from such Assignee's or Sublessee's actions or use
of the  property in  question;  or (iii) the  proposed  Assignee or Sublessee is
subject  to an  enforcement  order  issued  by  any  governmental  authority  in
connection with the use, disposal, or storage of a hazardous material.

     (h) Any of Lessee's  insurance  insuring  against  claims of the type dealt
with in this Addendum  shall be considered  primary  coverage for claims against
the Property arising out of or under this Paragraph.

     (i) In the event of (i) any transfer of Lessee's interest under this Lease;
or (ii) the  termination  of this Lease,  by lapse of time or otherwise,  Lessee
shall be  solely  responsible  for  compliance  with any and all then  effective
federal,  state or local  laws  concerning  (i) the  physical  condition  of the
Premises,  Building,  or  Property;  or (ii) the  presence of hazardous or toxic
materials in or on the Premises,  Building,  or Property  (for example,  the New
Jersey  Environmental  Cleanup  Responsibility  Act,  the  Illinois  Responsible
Property  Transfer  Act, or similar  applicable  state laws),  including but not
limited to any reporting or filing  requirements  imposed by such laws. Lessee's
duty to pay rent,  additional rent, and percentage rent shall continue until the
obligations  imposed by such laws are satisfied in full and any  certificate  of
clearance or similar document has been delivered to Lessor.

     (j) No consent shall be binding,  enforceable  or effective  against Lessor
unless in writing  and signed by Lessor and  attached  as an  amendment  to this
Lease.  If such consents are not in writing and signed by Lessor and attached to
this Lease, then such consents will be deemed withheld.

     (k) Duty to inform Lessor.

     If Lessee  knows,  or has  reasonable  cause to  believe,  that a Hazardous
Substance,  or a condition  involving  or  resulting  from same,  has come to be
located in, on, under or about the Premises,  other than as previously consented
to by Lessor,  Lessee  shall  immediately  give  written  notice of such fact to
Lessor.

     Lessee shall also immediately give Lessor a copy of any statement,  report,
notice, registration, application, permit, business plan, license, claim, action
or proceeding given to, or received from, any governmental  authority or private
party, or persons  entering or occupying the Premises,  concerning the presence,
spill,  release,  discharge  of, or  exposure  to, any  Hazardous  Substance  or
contamination  in, on, or about the  Premises,  including but not limited to all
such documents as may be involved in any Reportable Uses involving the Premises.

7.2      LESSOR'S OBLIGATIONS; COMMON AREA, ROOF/BUILDING MAINTENANCE.

The  Premises  are a part of the  industrial  center  commonly  known as  Shadow
Mountain  Industrial Park ("Industrial  Center") more particularly  described on
Exhibit  A  attached  hereto.  Lessor  shall be  responsible  for all  landscape
maintenance and repair or replacement in the Industrial  Center  including,  but
not limited to, all landscape plantings, and landscape sprinkler systems, common
area  janitorial  and  sweeping  services,   and  replacement  and  repairs,  as
necessary, to the fire life safety equipment including monitoring and telephone,
to all  sidewalk  surfaces,  parking  areas  (repairs,  slurry coat and stripe),
roadways and miscellaneous  exterior building maintenance and repair,  including
light  maintenance,  roof  repairs and  clearing of roof  debris,  and  exterior
painting.  The  cost  of  such  maintenance,  services,  and  repairs  shall  be
designated as ("Operating Expense Payments") and shall include all sums expended
by Lessor for the  maintenance,  repair and operations of the Industrial  Center
(including  the  associated  Common  Areas),  including,  but not limited to the
following:


     (a)  wages  and  salaries  (including  management  fees) of all  employees,
          agents,  consultants and other  individuals or entities engaged in the
          operation,  repair,  replacement,  maintenance,  and  security  of the
          Industrial  Center,  including taxes,  insurance and benefits relating
          thereto;

     (b)  all supplies and materials used in the operation, maintenance, repair,
          replacement and security of the Industrial Center;

                                       5
<PAGE>

7.2 LESSOR'S OBLIGATIONS; COMMON AREA, ROOF/BUILDING MAINTENANCE. (Continued)

     (c)  annual cost of all Capital Improvements (as defined below) made to the
          Industrial  Center which although  capital in nature can reasonably be
          expected  to  reduce  the  normal  operating  costs of the  Industrial
          Center,  as well as all Capital  Improvements  made in order to comply
          with  any  law  now  or  hereafter  promulgated  by  any  governmental
          authority,  as  amortized  over  the  useful  economic  life  of  such
          improvements  as determined by Landlord in its  reasonable  discretion
          (without  regard to the period  over which  such  improvements  may be
          depreciated or amortized for federal income tax purposes);

     (d)  cost of all utilities paid by Lessor;

     (e)  cost of any insurance or insurance  related expense  applicable to the
          Industrial  Center and Lessor's  personal  property used in connection
          therewith,  including,  but not limited to, the insurance costs of the
          Common Area;

     (f)  cost  of  repairs,   replacements  and  general   maintenance  of  the
          Industrial Center (including all truck court areas, paving and parking
          areas, Common Area lighting  facilities,  fences,  gates, water lines,
          fire life safety equipment, sewer lines, rail spur areas and any other
          item  Lessor is  obligated  to repair or  maintain),  other than costs
          necessary to assure the structural  soundness of the roof,  foundation
          and exterior walls of the  Industrial  Center which are payable solely
          by Lessor under this Paragraph 7.2;

     (g)  cost of service or maintenance contracts with independent  contractors
          for the operation, maintenance, repair, replacement or security of the
          Industrial Center  (including,  without  limitation,  fire life safety
          alarm service,  exterior painting,  trash collection,  ice, debris and
          waste removal and landscape maintenance);

     (h)  the cost to  maintain  and  repair the  exterior  roof  structure  and
          membrane;

     (i)  the cost of all  accounting  fees,  management  fees,  legal  fees and
          consulting fees attributable to the operation, ownership,  management,
          maintenance or repair of the Industrial Center;

     (j)  payments  made  by  Lessor  under  any  easement,  license,  operating
          agreement,  declaration,   restrictive  covenant  or  other  agreement
          relating to the sharing of costs among property owners;

     (k)  reserves created by Lessor,  in Lessor's sole  discretion,  for future
          Operating Expenses or the future replacement of Capital Improvements;

     (l)  the cost of all business licenses, permits or similar fees relating to
          the  operation,  ownership,  repair or  maintenance  of the Industrial
          Center, and

     (m)  the cost of any other  item the cost of which is stated in this  Lease
          to be an Operating Expense.


                                       6
<PAGE>

For purposes of this Lease, a "Capital  Improvement"  shall be an improvement to
the  Industrial  Center that Lessor is obligated to make pursuant to this Lease,
the cost of which is not fully  deductible  in the year  incurred in  accordance
with  generally  accepted  accounting  principles;  provided,  however,  that at
Lessor's option,  the cost of painting all or part of the Industrial  Center and
resurfacing  and  restriping  roadways and parking  areas shall be treated as an
expense and not as a Capital Improvement. Real Property Taxes (as defined below)
shall be reimbursed  to Lessor as provided  below and shall not be treated as an
Operating Expense. References to facilities,  services, utilities or other items
in this  Paragraph  shall  not  impose  an  obligation  on  Lessor  to have said
facilities  or to provide  said  services  unless such  facilities  and services
already exist at the Industrial Center.

Payment

Tenant's  Percentage  Share of Operating  Expenses shall be payable by Lessee on
the same day as the Base Rent is due  hereunder.  In the event that  Lessee pays
Lessor's  estimate of Lessee's  Percentage Share of Operating  Expenses,  Lessor
shall use its best efforts to deliver to Lessee within one hundred  eighty (180)
days after the expiration of each calendar year a reasonably  detailed statement
(the  "Statement")  showing  Lessee's  Percentage  Share of the actual operating
Expenses incurred during such year. Lessor's failure to deliver the Statement to
Lessee within said period shall not constitute  Lessor's  waiver of its right to
collect  said amounts or  otherwise  prejudice  Lessor's  rights  hereunder.  If
Lessee's  payments under this paragraph during said calendar year exceed Lessee"
Percentage  Share as  indicated  on the  Statement,  Lessee shall be entitled to
credit the  amount of such  overpayment  against  Lessee's  Percentage  Share of
Operating  Expenses next falling due. If Lessee's  payments under this paragraph
during said calendar year were less than Lessee's  Percentage Share as indicated
on the Statement, Lessee shall pay to Lessor the amount of the deficiency within
thirty (30) days after delivery by Lessor to Lessee of the Statement. Lessor and
Lessee  shall  forthwith  adjust  between  them  by  cash  payment  any  balance
determined  to exist with respect to that portion of the last  calendar year for
which Lessee is responsible  for Operating  Expenses,  notwithstanding  that the
Lease term may have  terminated  before the end of such calendar  year; and this
provision shall survive the expiration or earlier termination of the Lease.

Lessee's Percentage Share

"Lessee's  Percentage  Share" as used in this Lease shall mean the percentage of
the cost of Operating  Expenses,  Insurance and Real Property  Taxes (as defined
below) for which Lessee is obligated to reimburse Lessor pursuant to this Lease.
Notwithstanding  anything to the contrary  contained in  Paragraph  7.2,  Lessor
shall  have the  right to  determine  Lessee's  Percentage  Share of the cost of
Operating  Expenses,  Insurance and Real Property Taxes using any one or more of
the  following  three  methods,  and Lessee  hereby  agrees  that any one of the
following three methods of allocation is reasonable: (a) by multiplying the cost
of all Operating Expenses,  Insurance or Real Property Taxes by a fraction,  the
numerator  of  which is the  number  of  square  feet of  leasable  space in the
Premises and the  denominator  of which is the number of square feet of leasable
space in all buildings in the Industrial  Center;  or (b) (i) with respect to an
Operating  Expenses,  Insurance  or


                                       7
<PAGE>


7.2 LESSOR'S OBLIGATIONS; COMMON AREA, ROOF/BUILDING MAINTENANCE. (Continued)

Real Property Taxes attributable solely to the Building, requiring Lessee to pay
that portion of the cost of the Operating  Expenses,  Insurance or Real Property
Taxes that is obtained by multiplying such cost by a fraction,  the numerator of
which is the number of square feet of  leasable  space in the  Premises  and the
denominator  of which is the  number of  square  feet of  leasable  space in the
entire  Building and (ii) with respect to an  Operating  Expenses,  Insurance or
Real Property Taxes  attributable to the Common Areas of the Industrial  Center,
but not any particular  building in the Industrial  Center,  requiring Lessee to
pay  that  portion  of the cost of the  Operating  Expenses,  Insurance  or Real

Property  Taxes that is obtained  by  multiplying  such cost by a fraction,  the
numerator  of  which is the  number  of  square  feet of  leasable  space in the
Premises and the  denominator  of which is the number of square feet of leasable
space  in all  buildings  in the  Industrial  Center  or  (c) by  allocating  an
Operating  Expenses,  Insurance or Real Property  Taxes in any other  reasonable
manner, as determined by Lessor.

The term  "rentable  area" shall mean the  rentable  area of the  Premises,  the
Building or the  Industrial  Center as  calculated by the Lessor on the basis of
the plans and  specifications  including  a  proportionate  share of any  Common
Areas.  Lessee  hereby  accepts  and agrees to be bound by the  figures  for the
rentable space footage of the Premises,  the Building and the Industrial  Center
and  Lessee's  Percentage  Share (as defined in this  Paragraph  7.2),  however,
Lessor may adjust  these  figures if there is  addition  or  subtraction  to the
Building or Industrial Center,  remeasurement or other circumstances  reasonably
justifying adjustment.  The term "Building" refers to the structure in which the
Premises are located and the Common Areas appurtenant thereto.

7.3      UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.

To prevent the violation of any roof warranty (if any), all roofing work must be
approved by Lessor in writing prior to commencement.

7.3(c)   LIENS.

Notwithstanding  the provisions set forth above, Lessee shall keep the Premises,
the  Building  and  appurtenant  land and  Lessee's  leasehold  interest  in the
Premises  free from any lien  arising  out of any  services,  work or  materials
performed,  furnished,  or contracted for by Lessee, or obligations  incurred by
Lessee.  In the event that  Lessee  fails,  within ten (10) days  following  the
imposition  of any such lien,  to either cause the same to be released of record
or provide  Lessor  with  insurance  against  the same  issued by a major  title
insurance  company or such other  protection  against  the same as Lessor  shall
accept (such failure to  constitute an Event of Default),  Lessor shall have the
right to cause the same to be  released  by such means as it shall deem  proper,
including  payment of the claim giving rise to such lien.  All such sums paid by
Lessor and all expenses incurred by it in connection  therewith shall be payable
to it by Lessee within five (5) days of Lessor's demand.

                                       8
<PAGE>


7.4(c) SURRENDER OF PREMISES (continued from Lease)

1.  Notwithstanding the provisions set forth above, Lessee shall arrange to meet
Lessor  for two (2) joint  inspections  of the  Premises,  the first to occur at
least thirty (30) days (but no more than sixty (60) days) before the last day of
the Term, and the second to occur not later than forty-eight (48) hours prior to
the Lease  expiration.  In the event of Lessee's  failure to arrange  such joint
inspections and/or participate in either such inspection, Lessor's inspection at
or after Lessee's vacating the Premises shall be conclusively deemed correct for
purposes of determining Lessee's  responsibility for repairs and restoration but
prior to the Lessee expiration.

2.  Notwithstanding the provisions set forth above, all alterations,  additions,
and  improvements  in, on or to the Premises made or installed by or for Lessee,
including  carpeting  (collectively,  "Alterations"),  shall be and  remain  the
property of Lessee during the Term. Upon the expiration or sooner termination of
the Term, all Alterations  shall become a part of the realty and shall belong to
Landlord without compensation, and title shall pass to Landlord under this Lease
as by a bill of sale. At the end of the Term or any renewal of the Term or other
sooner  termination of this Lease,  Lessee will  peaceably  deliver up to Lessor
possession of the Premises, together with all Alterations by whomsoever made, in
the same  condition  received  or first  installed,  broom clean and free of all
debris,  excepting  only  ordinary  wear and tear  and  damage  by fire or other
casualty.  Notwithstanding the foregoing,  if Landlord elects by notice given to
Lessee at least ten (10) days prior to expiration of the Term,  Lessor shall, at
Lessor's sole cost, remove any Alterations,  including carpeting,  so designated
by Lessor's notice, and repair any damage caused by such removal. Lessee must at
Lessee's  sole cost,  remove  upon  termination  of this  Lease,  any and all of
Lessee's  furniture,  furnishings,  movable  partitions of less than full height
from floor to ceiling and other trade fixtures and personal property, as well as
all  date/telecommunications  cabling  and wiring  installed  by or on behalf of
Lessee,  whether  inside  walls,  under any  raised  floor or above any  ceiling
(collectively,   "Personalty").  Personalty  not  so  removed  shall  be  deemed
abandoned  by the Lessee and title to the same  shall  thereupon  pass to Lessor
under this Lease as by a bill of sale, but Lessee shall remain  responsible  for
the cost of  removal  and  disposal  of such  Personalty,  as well as any damage
caused by such removal.

3.  Notwithstanding  the provisions set forth above,  all  obligations of Lessee
under this Lease not fully performed as of the expiration or earlier termination
of the Term shall  survive the  expiration or earlier  termination  of the Term.
Upon the  Expiration  or earlier  termination  of the Term,  Lessee shall pay to
Lessor the amount,  as reasonably  estimated by Lessor,  necessary to repair and
restore the  Premises as provided  in this Lease  and/or to  discharge  Lessee's
obligation for unpaid  amounts due or to become due to Lessor.  All such amounts
shall be used and held by Lessor for payment of such obligations of Lessee, with
Lessee being liable for any additional costs upon demand by Lessor,  or with any
excess to be returned to Lessee after all such  obligations have been determined
and satisfied.  Any otherwise  unused Security Deposit shall be credited against
the amount payable by Lessee under this Lease.

8.2      LIABILITY INSURANCE.

Lessee  shall  keep in force  throughout  the  Term:  (a) a  Commercial  General
Liability  insurance  policy or policies to protect the Lessor Entities  against
any  liability  to the  public or to any  invitee  of Lessee or a Lessor  Entity
incidental to the use of or resulting from any accident occurring in or upon the
Premises with a limit of not less than $1,000,000.00 per occurrence and

                                       9
<PAGE>

8.2      LIABILITY INSURANCE. (Continued)

not less than  $2,000,000.00 in the annual  aggregate,  or such larger amount as
Lessor may  prudently  require  from time to time,  covering  bodily  injury and
property   damage   liability  and  $1,000,000   products/completed   operations
aggregate;  (b) Business  Auto  Liability  covering  owned,  non-owned and hired
vehicles with a limit of not less than  $1,000,000  per accident;  (c) insurance
protecting  against  liability under Worker's  Compensation  Laws with limits at
least as required by statute with  Employers  Liability  with limits of $500,000
each accident,  $500,000 disease policy limit, $500,000 disease--each  employee;
(d) All Risk or Special  Form  coverage  protecting  Lessee  against  loss of or
damage  to  Lessee's  alterations,  additions,  improvements,  carpeting,  floor
coverings,  panelings,  decorations,  fixtures,  inventory  and  other  business
personal  property  situated in or about the  Premises  to the full  replacement
value of the property so insured; and, (e) Business Interruption  Insurance with
limit of liability  representing loss of at least approximately three (3) months
of income.

The aforesaid  policies shall (a) be provided at Lessee's expense;  (b) name the
Lessor  Entities  as  additional  insureds  (General  Liability)  and loss payee
(Property--Special  Form); (c) be issued by an insurance  company with a minimum
Best's rating of "A:VII"  during the Term;  and (d) provide that said  insurance
shall not be canceled unless thirty (30) days prior written notice (ten days for
non-payment  of  premium)  shall  have been given to Lessor;  a  certificate  of
Liability insurance on Accord Form 25 and a certificate of Property insurance on
Accord Form 27 shall be delivered to Lessor by Lessee upon the Commencement Date
and at least thirty (30) days prior to each renewal of said insurance.

                                       10
<PAGE>


Whenever Lessee shall undertake any  alterations,  additions or improvements in,
to or about the Premises ("Work") the aforesaid insurance protection must extend
to and include  injuries to persons and damage to property arising in connection
with such Work,  without  limitation  including  liability  under any applicable
structural  work  act,  and such  other  insurance  as Lessor  shall  reasonably
require;  and the policies of or certificates  evidencing such insurance must be
delivered to Lessor prior to the commencement of any such Work.

26.      NO RIGHT TO HOLDOVER.

Lessee has no right to retain  possession  of the  Premises or any part  thereof
beyond the expiration or earlier  termination  of this Lease.  In the event that
Lessee holds over in  violation of this  Paragraph 26 then the Base Rent payable
from and after the time of the  expiration or earlier  termination of this Lease
shall be  increased to One Hundred  Twenty Five percent  (125%) of the Base Rent
applicable  during the month  immediately  proceeding such expiration or earlier
termination for the first month of holdover and thereafter One Hundred and Fifty
Percent (150%) of the Base Rent applicable  during the 62nd month of the initial
Lease Term or earlier  termination.  Nothing contained herein shall be construed
as a consent by Lessor to any holding over by Lessee.

44.      AUTHORITY.

Lessee hereby  represents and warrants that neither  Lessee,  nor any persons or
entities holding any legal or beneficial  interest whatsoever in Lessee, are (i)
the target of any sanctions  program that is established  by Executive  Order of
the  President  or  published  by the Office of  Foreign  Assets  Control,  U.S.
Department of the Treasury  ("OFAC");  (ii)  designated by the President or OFAC
pursuant  to the  Trading  with  the  Enemy  Act,  50  U.S.C.  App.  ss.  5, the
International  Emergency  Economic  Powers Act,  50  U.S.C.ss.ss.  1701-06,  THE
Patriot Act,  Public Law 107-56,  Executive Order 13224 ( September 23, 2001) or
any Executive Order of the President issued pursuant to such statutes;  or (iii)
named on the  following  list  that is  published  by OFAC:  "List of  Specially
Designated  Nationals and Blocked  Persons." If the foregoing  representation is
untrue at any time during the Term,  an Event of Default  will be deemed to have
occurred, without the necessity of notice to Lessee."

49.      OUTSIDE STORAGE.

No material is to be stored outside the building of the Industrial Center at any
time unless it is a fenced area with screens.  The  prohibition  against outside
storage  includes,  but is not limited  to,  equipment,  materials,  inoperative
vehicles,  campers,  trailers,  boats, barrels, pallets and trash (other than in
containers  provided by  commercial  trash  collectors  which are picked up on a
regularly scheduled basis subject to 7.2(d) above).

50.      UTILITIES.

Lessee shall be solely  responsible  for and shall  promptly pay all charges for
heat, air conditioning, water (including water for the landscape on the parcel),
gas,  electricity or any other utility used,  consumed or provided in, furnished
to or  attributable  to the  Premises or the Parcel at the rates  charged by the
supplying utility companies with any  taxes/assessments  thereon.  Should Lessor
elect to supply any or all of such utilities,  Lessee agrees to purchase and pay
for the same as additional rent as apportioned by Lessor. The rate to be charged
by Lessor to Lessee shall not exceed the rate charged to Lessor by any supplying
utility.  Lessee shall  reimburse  Lessor within thirty (30) days of billing for
fixture charges and/or water tariffs, if applicable, which are charged to Lessor
by local utility  companies.  This charge will increase or decrease with current
charges  being  levied  against  Lessor or the  Premises  by the  local  utility
company,  and will be due as additional rent. In no event shall Lessor be liable
for any  interruption  or failure in the supply of any such utility  services to
Lessee.


51.      LESSEE'S TRASH.

Lessee at Lessee's  expense shall be  responsible  for Lessee's  trash  removal.
Lessee shall keep  Lessee's  trash bin(s)  either  inside  Lessee's  Premises or
outside the Premises in the Industrial Center in an area acceptable to Lessor.

52.      VEHICLE PARKING.

Lessee shall be entitled to use Twenty-Four  (24)  Unreserved  Parking spaces on
those  portions of the Common Areas  designated  from time to time by Lessor for
parking. Lessee shall not use more parking spaces than said number. Said parking
spaces shall be used for parking by vehicles no larger than full-size  passenger
automobiles or pick-up trucks, herein

                                       11
<PAGE>

52.      VEHICLE PARKING. (Continued)

called  "Permitted Size  Vehicles".  Vehicles other than permitted Size Vehicles
shall be parked and loaded or  unloaded  as  directed by Lessor in the Rules and
Regulations as set forth in Exhibit C of this Lease.

     (a) Lessee  shall not permit or allow any  vehicles  that  belong to or are
controlled  by Lessee or Lessee's  employees,  suppliers,  shippers,  customers,
contractors  or invitees to be loaded,  unloaded,  or parked in areas other than
those designated by Lessor for such activities.

     (b) If Lessee permits or allows any of the prohibited  activities described
in this  Paragraph  52, then Lessor  shall have the right,  without  notice,  in
addition to such other  rights and remedies  that it may have,  to remove or tow
away the  vehicle  involved  and charge the cost to Lessee,  which cost shall be
immediately payable upon demand by Lessor. Notwithstanding the foregoing, Lessor
hereby  agrees to give Lessee  Written  Notice  (facsimile  expectable)  of said
prohibited  activity the first time such said prohibited activity occurs (notice
one time only) during the term of the Lease.

     (c)  Lessor  shall at the  Commencement  Date of this  Lease,  provide  the
parking facilities required by Applicable Law.

53.      MAJOR REPLACEMENT - USEFUL LIFE

Notwithstanding  anything  contained  in  Paragraph  7.1  of  the  Lease  to the
contrary,  if at any time  during the term hereof or any  extension  thereof any
component of the air  conditioning  equipment  located in the Premises or on the
roof, which is the obligation of Lessee to maintain, requires replacement in the
reasonable opinion of a contractor  reasonably  acceptable to Lessee and Lessor,
the cost of which  component  shall be $1,000.00  or more  ("Major  Component"),
Lessee and Lessor shall share the cost of such  replacement as  hereinafter  set
forth, if the benefit or useful life of the Major  Component  extends beyond the
term of this Lease (as such term may be  extended  by exercise of any options by
Lessee),  the useful  life of the Major  Component  shall be  prorated  over the
remaining  portion of the term of this Lease (as extended),  and Lessee shall be
liable only for the portion of the cost which is  applicable to the term of this
Lease (as extended).  For the purpose of this provision,  the useful life of any
such Major Component such as an HVAC unit shall be deemed to be 10 years.

54.      FINANCIAL STATEMENTS.

Lessee  acknowledges  that it has provided  Lessor with its (and, if applicable,
its  guarantor's)  financial  statement(s) as a material  inducement to Lessor's
agreement  to lease the  Premise  to Lessee,  and that  Lessor has relied on the
accuracy  of  said  financial   statement(s)  in  entering  into  Lease.  Lessee
represents  and  warrants  that  the  information  contained  in said  financial
statement(s) is true,  complete and correct in all material aspects,  and agrees
that the foregoing  representation  and warranty shall be a precondition  to the
Lease. At any time during the term of this Lease,  within five (5) business days
of Lessor's request,  Lessee shall furnish to Lessor financial statement(s) of a
similar  nature  for  Lessee's  most  recent  fiscal  year  available  and shall
represent and warrant the accuracy of such information.

55.      LIMITATION OF LESSOR'S LIABILITY.

Redress  for any claims  against  Lessor  under  this  Lease  shall only be made
against Lessor to the extent of Lessor's  interest in the  Industrial  Center of
which the leased Premises are a part. The obligations of Lessor under this lease
shall not be  personally  binding on, nor shall any resort be had to the private
properties  of, any of its trustees or board of directors and  officers,  as the
case may be,  managers,  the  general  partners  thereof  or any  beneficiaries,
stockholders, employees or agents of Lessor, or its investment manager.

                                       12
<PAGE>
LESSOR:                                      LESSEE:

SFERS REAL ESTATE CORP. DD,                  PRI MEDICAL TECHNOLOGIES, INC.,
a Delaware corporation                       a Nevada corporation

BY:   RREEF MANAGEMENT COMPANY,
      a Delaware corporation
                                             BY: /s/ Lou Buther
                                             ---------------------------------
                                             Lou Buther
                                             President
By:/s/ Karen Saitta
----------------------------------           DATED:10/12/2006
Karen Saitta
Vice President


DATED:10/12/2006                             BY:/s/ William M. McKay
                                             ---------------------------------
                                             William M. McKay
                                             Chief Financial Officer


                                             DATED:10/12/2006


NOTICE ADDRESS:                              NOTICE ADDRESS:
RREEF MANAGEMENT COMPANY                     PRI MEDICAL TECHNOLOGIES, INC.
5820 Canoga Avenue, Ste. 220                 10939 Pendleton Street, #10
Woodland Hills, California 91367             Sun Valley, California 91352
ATTN:  District Manager


                                       13
<PAGE>

                                    EXHIBIT A

Exhibit A attached to and made a part of Lease bearing the Lease  Reference Date
of  September  19,  2006,  between  SFERS  REAL  ESTATE  CORP.  DD.,  a Delaware
corporation, as Lessor and PRI MEDICAL TECHNOLOGIES, INC., a Nevada corporation,
as Lessee for Premises known as 10939 Pendleton  Street,  Sun Valley,  CA 91352,
consisting of approximately 12,842 square feet.

                                    PREMISES

Exhibit A is intended only to show the general  layout of the Premises as of the
beginning  of the Term of this Lease.  It does not in any way  supersede  any of
Lessor's rights with respect to arrangements and/or locations of public parts of
the Industrial Center and changes in such arrangements  and/or locations.  It is
not to be  scaled;  any  measurements  or  distances  shown  should  be taken as
approximate.


This site plan is intended only to show the general  layout of the property or a
part thereof.  Lessor reserves the right to alter, vary, add to or omit in whole
or in part any  structures  and/or  common  areas and/or land area shown on this
site plan. All measurements  and distances are approximate.  This plan is not to
scale.


                                       1
<PAGE>



                                    Initials


                                    EXHIBIT B


Exhibit B attached to and made a part of Lease bearing the Lease  Reference Date
of  September  19,  2006,  between  SFERS  REAL  ESTATE  CORP.  DD,  a  Delaware
corporation, as Lessor and PRI MEDICAL TECHNOLOGIES, INC., a Nevada corporation,
as Lessee for Premises known as 10939 Pendleton  Street,  Sun Valley,  CA 91352,
consisting of approximately 12,842 square feet.

                                   WORK LETTER

This Work Letter is attached to and hereby made a part of that certain AIR Lease
dated September 19, 2006 by and between the above-named parties. In the event of
any conflict between the Lease and any of the terms and conditions  contained in
the Work Letter, the Work Letter shall be controlling.  The purpose of this Work
Letter  is to set  forth  the work  which  Lessee is  obligated  to  perform  in
connection with the completion of the Lessee Improvements to the Premises.


                               INITIAL ALTERATIONS

Lessor's Work
--------------

Lessee shall accept the Premises in its "as is" condition as of the Commencement
Date.  It  is  expressly  understood  and  agreed  that  Lessor  shall  have  no
responsibility  or  obligation  to perform  any work with  respect to the shell,
floor,  entrance,  mezzanine,  walls, ceiling,  lighting fixtures,  HVAC system,
toilet room, utilities systems, or otherwise with respect to the Premises except
as set forth in Paragraph 2.2 of this Lease except as set forth below.

Lessee Improvement Allowance
----------------------------

Lessor shall  obtain  three (3) bids to carpet and repaint the  existing  office
areas. The amount of the lowest bid shall be provided to Lessee in the form of a
Lessee  Improvement  Allowance  ("Allowance").  Lessee shall be responsible,  at
Lessee's sole cost and expense, to complete said work during the construction of
its additional offices.

Lessor  shall also  provide  Lessee  with an  additional  allowance  ("Amortized
Improvement Allowance") up to Fifty Thousand and no/100 Dollars ($50,000.00) for
Lessee's construction of improvements in the Premises. The Amortized Improvement
Allowance  shall be amortized  over the Initial Term of the Lease at an interest
rate of Ten  percent  (10%) per annum and paid as  additional  rent each  month,
along with,  and in addition to Base Rent,  throughout  the Initial  Lease Term.
Lessee shall be responsible for any cost of improvements beyond the total of the
Allowance and the Amortized Improvement Allowance.

The total amount of the Amortized  Improvement  Allowance  shall be  established
upon completion of the  improvements  and shall be specified and mutually agreed
upon in a Commencement Date Memorandum, attached hereto as Exhibit F.

The Allowance and the Amortized Improvement Allowance shall be used only for the
cost of construction and installation of the improvements,  including all labor,
materials,  permits,  fees,  architectural and engineering fees and costs. In no
event shall the  Allowance or the  Amortized  Improvement  Allowance be used for
telephone/data  cabling,  furniture,  fixtures,  equipment,  personal  property,
moving expenses, or as a credit against rent.

Payment for Lessee Improvements
--------------------------------

Lessee shall deliver to Lessor,  invoices,  and  unconditional  lien releases or
other documentation  ("Construction  Invoices"),  all reasonably satisfactory to
Lessor, pertaining to the cost of the Improvements. Lessee shall, as hereinafter
provided,  receive the Allowance,  and or the Amortized Improvement Allowance to
reimburse Lessee, to the extent of costs for Improvements paid by Lessee.

The Allowance,  and or the Amortized  Improvement  Allowance shall be payable by
Lessor  to  Lessee  within  thirty  (30)  days  after  (1)   completion  of  the
Improvements,  (2)  Lessee  has  delivered  to Lessor  reasonable  documentation
evidencing  payment  ("Lessee  Payment")  made by Lessee to its  contractors  in
connection with such Improvement work, together with unconditional lien releases
reasonably  satisfactory to Lessor, and (3) Lessee has opened for business,  but
in no event any later than six months after the Commencement  Date of this Lease
subject to 1 & 2 above.  Notwithstanding any contrary provisions herein, payment
by Lessor for such Improvement work shall not be due until Lessor has determined
that (a) there are no applicable or claimed  mechanic's  liens,  stop notices or
the like, and (b) the Allowance,  and or the Amortized Improvement Allowance are
applied solely to  Improvements  depicted in the approved  plans;  provided that
Lessor's determination of the foregoing shall be completed with thirty (30) days
following completion of the Improvements.

                                       2
<PAGE>


All  other  improvements  to the  Premises  shall be at  Lessee's  sole cost and
expense.

Lessee's Work
--------------

In the event Lessee does other  improvements,  Lessee  agrees to furnish  Lessor
with two complete  sets of Lessee's  improvement  plans and  specifications  for
Lessor's written approval, which approval may be withheld or denied, in Lessor's
sole and absolute  discretion,  prior to the submission of said plans to any and
all  governmental  authorities and prior to the  commencement of any improvement
work.  The plans shall be  submitted  to Lessor  complete  with all  information
required for Lessee's  submission  to the  Department of Building and Safety for
the City of Los Angeles for plan check and issuance of all required permits. The
plans shall include  mechanical and electrical  drawings showing the location of
partitions,  ceiling plans including light  fixtures,  doors,  wall finishes and
floor coverings, and Lessee's special requirements, if any. The plans shall also
include  elevations of all storefront  appearances,  color  board(s)  indicating
design finish  selections  and a floorplan  indicating the placement of Lessee's
fixtures. Any such special requirements shall conform to all applicable building
codes, regulations and ordinances.




                                       3
<PAGE>

                      EXHIBIT B - WORK LETTER (continued)


Lessee's Work (Continued)

The Plans shall be approved or  disapproved  by Lessor  within five (5) business
days after Lessor's receipt thereof;  provided that failure of Lessor to respond
within such five (5) business day period shall not be deemed approval. If Lessor
disapproves  the Plans,  or any portion  thereof,  Lessor shall promptly  notify
Lessee of the  revisions  which  Lessor  requires  in order to  obtain  Lessor's
approval. Lessee shall, within five (5) business days from Lessor's disapproval,
submit to Lessor plans and  specifications  incorporating the revisions required
by Lessor.

Said revisions shall be subject to Lessor's  approval,  which approval shall not
be unreasonably  withheld or delayed. The preceding process shall continue until
the Plans have been approved.

Within five (5) business  days after Lessor has approved the Plans as aforesaid,
Lessee shall submit same to all  governmental  authorities  having or exercising
jurisdiction  over the work  described in the Plans for the purpose of obtaining
all necessary approvals thereof including, without limitation, building permits.
Any changes which are required to be made to the Plans by any such  governmental
authorities  shall  be  subject  to  Lessor's  approval.  Lessor's  approval  or
disapproval  shall occur  within five (5) business  days.  Lessee shall bear all
costs and fees in connection with such submittals to governmental authorities.

Lessee shall not commence  construction  in the Premises  prior to obtaining all
permits and approvals required by any and all governmental  authorities.  Lessee
shall  cause  the  leasehold  improvements  to be made  with  due  diligence  in
accordance  with the  approved  Plans  and in a good and  workmanlike  manner at
Lessee's sole cost and expense.

Lessee's  cost  shall  include,   without   limitation,   the  contractor's  and
architect's  fees (space  plans,  working  drawings,  and special  design work),
engineering (electrical and mechanical), electrical work, zoning of HVAC system,
telephone  installation,  floor  and wall  coverings,  any  plumbing,  any costs
associated with obtaining  building permits or license,  complying with Title 24
requirements,  if any,  for  providing  handicap  access in or to the  Premises,
procuring insurance covering loss, damage, or injury arising from or relating to
the  construction  work,  complying with  requirements  for installation of life
safety  systems,  if any,  including,  but not  limited  to,  systems  for smoke
evacuation  or fire  sprinkler  installation  including  any  related  planning,
architectural  engineering or  construction  costs.  Lessee shall choose its own
contractor and subcontractors subject to Lessor's prior written approval,  which
approval shall not be unreasonably withheld.

Lessee shall enter into a contract for  construction of the Lessee  improvements
with  the  general  contractor   selected  to  perform  the  Lessee  improvement
construction.  Upon  execution  of the  contract  between  Lessee  and  Lessee's
Contractor,  Lessee shall provide  Lessor with a copy of said  contract.  Lessee
shall  notify its  contractor  that  Lessor  shall bear no  responsibility  with
respect to the performance by such contractor  (including,  without  limitation,
time  delays)  under such  separate  contract.  Lessee and its  contractors  and
subcontractors may, upon written notice to Lessor after mutual execution of this
Lease and upon  securing the  approvals  required by this  Agreement,  enter the
Premises to perform such work.

Lessee shall cause the leasehold improvements to be performed in accordance with
the  requirements  of the  contracts  and  subcontracts  therefor.  The form and
content of such  contracts  and  subcontracts  (including,  without  limitation,
provisions  requiring  liability,  property  damage,  and worker's  compensation
insurance and indemnities for the protection of Lessor and provisions indicating
that Lessor shall not be treated as guarantor of Lessee's  obligations  and that
the  contractor  or  subcontractor  shall  not  be  treated  as  a  third  party
beneficiary,  provisions wherein Lessee's contractors agree to abide by Lessor's
rules and regulations with regard to construction in the Industrial  Center, and
provisions  for  delivery,  prior to the  commencement  of any work, to Lessor's
Property Manager a certificate of insurance  indemnifying Lessor against any and
all claims  arising  from said  improvement  work)  shall be subject to Lessor's
approval.  As a  condition  to each  payment  made to  Lessee's  contractor  and
subcontractors,  Lessee shall  require lien  releases.  Lessee shall  withhold a
retainage  of not  less  than ten  percent  (10%) of all  amounts  due  Lessee's
contractors or subcontractors  until all Lessee improvement work is complete and
Lessee has received a final and  unconditional  lien release from contractor and
each subcontractor.

Notwithstanding   the  foregoing,   Lessee  shall  not  be  required  to  supply
mechanical,  electrical  drawings,  ceiling plans or any working  drawings if no
changes are made to the existing lessee improvements.


                                       4
<PAGE>

                              GENERAL REQUIREMENTS

     (1) Lessee  shall notify  Lessor of its intent to start Lessee  Improvement
Work at least five (5) business days prior to the  commencement  of construction
in the Premises.

     (2) No  penetrations  shall be made in exterior walls or the roof structure
without prior written consent of Lessor.

     (3) Lessee shall  deliver to Lessor "as builts" of the Premises  within two
(2) weeks after  construction  is completed which shall become Exhibit B-2 to be
attached to this Lease.

     (4) To prevent the  violation of any roof  warranty  (if any),  all roofing
work  must be  approved  by  Lessor  in  writing  prior to the  commencement  of
construction work.


                                   EXHIBIT B-1

Exhibit  B-1  attached to and made a part of Lease  bearing the Lease  Reference
Date of September  19,  2006,  between  SFERS REAL ESTATE  CORP.  DD, a Delaware
corporation, as Lessor and PRI MEDICAL TECHNOLOGIES, INC., a Nevada corporation,
as Lessee for Premises known as 10939 Pendleton  Street,  Sun Valley,  CA 91352,
consisting of approximately 12,842 square feet.


                          Structural columns not shown.

This plan is intended only to show the general  layout of the building or a part
thereof. This plan is not to scale.


                                    Initials



                                    EXHIBIT C

Exhibit C attached to and made a part of Lease bearing the Lease  Reference Date
of  September  19,  2006,  between  SFERS  REAL  ESTATE  CORP.  DD,  a  Delaware
corporation,   as  Lessor,  and  PRI  MEDICAL   TECHNOLOGIES,   INC.,  a  Nevada
corporation, as Lessee for Premises known as 10939 Pendleton Street, Sun Valley,
CA 91352 consisting of approximately 12,842 square feet.

                                       5
<PAGE>


                              RULES AND REGULATIONS


Lessee hereby agrees to the following:

     1. No  sign,  placard,  picture,  advertisement,  name or  notice  shall be
installed  or  displayed on any part of the outside or inside of the building or
Premises without the prior written consent of the Lessor.  Lessor shall have the
right to remove,  at Lessee's expense and without notice,  any sign installed or
displayed in violation  of this rule.  All approved  signs or lettering on doors
and walls  shall be printed,  painted,  affixed or  inscribed  at the expense of
Lessee. In addition,  Lessor reserves the right after the initial term to change
from time to time the format of the signs or lettering and to require previously
approved signs or lettering to be appropriately altered.


     2.  Lessee  shall not  install  any  curtains,  blinds,  shades or  screens
attached  to or hung in or used in  connection  with any  window  or door of the
Premises without Lessor's prior written  approval.  No awning shall be permitted
on any part of the Premises unless  approved in writing by Lessor.  Lessee shall
not place  anything  or allow  anything  to be placed  against or near any glass
partitions  or doors or windows  which may appear  unsightly,  in the opinion of
Lessor, from outside the Premises.


     3. Lessee shall not obstruct any sidewalks,  passages, exits, and entrances
that are for the general public,  and Lessor shall in all cases retain the right
to control  and prevent  access  thereto of all  persons  whose  presence in the
judgement of Lessor would be  prejudicial to the safety,  character,  reputation
and  interests of the  Industrial  Center and its lessees  provided that nothing
herein  contained shall be construed to prevent such access to persons with whom
any Lessee  normally deals in the ordinary  course of its business,  unless such
persons are engaged in illegal activities.  Lessee and no employee or invitee of
Lessee shall go upon the roof of the building.


     4. All cleaning and maintenance  services for the exterior and common areas
of the Industrial Center shall be provided  exclusively  through Lessor.  Lessee
shall not cause any  unnecessary  labor by  carelessness  or indifference to the
good  order and  cleanliness  of the  building.  Lessor  shall not in any way be
responsible  to any Lessee for any loss of  property  on the  Premises,  however
occurring,  or for  any  damage  to any  Lessee's  property  by the  maintenance
personnel or any other employee or any other person.


     5.  Lessor  will  furnish  Lessee free of charge with two keys to the front
exterior  doors in the  Premises.  Lessor may make a  reasonable  charge for any
additional keys. Lessee,  upon the termination of its tenancy,  shall deliver to
Lessor all of the keys to all doors in the Premises including but not limited to
the front exterior door and all interior locking doors and locking cabinetry.


     6. If Lessee  requires  telegraphic,  telephonic,  burglar alarm or similar
services, it shall first obtain, and comply with, Lessor's instructions in their
installation.


     7. Lessee shall not place a load upon any floor which  exceeds the load per
square foot which such floor was  designed to carry and which is allowed by law.
Lessor  shall have the right to prescribe  the weight,  size and position of all
equipment,  materials,  furniture or other  property  brought into the Premises.
Heavy  objects  shall,  stand on such  platforms as  determined  by Lessor to be
necessary to properly  distribute the weight.  Business  machines and mechanical
equipment  belonging  to  Lessee  which  cause  noise or  vibration  that may be
transmitted  to the  structure of the building or to any space therein to such a
degree as to be  objectionable  to Lessor or to any lessees  shall be placed and
maintained by Lessee,  at Lessee's  expense,  on vibration  eliminators or other
devices  sufficient  to  eliminate  noise  or  vibration.  Lessor  will  not  be
responsible for loss of, or damage to, any such equipment or other property from
any cause,  and all damage done to the  building by  maintaining  or moving such
equipment or other property shall be repaired at the expense of Lessee.


     8.  Lessee  shall not use any method of heating or air  conditioning  other
than that supplied by Lessor.


     9. Lessee shall close and lock the doors of its Premises and entirely  shut
off all water  faucets or other  water  apparatus  and  electricity,  gas or air
outlets  before  Lessee and its employees  leave the  Premises.  Lessee shall be
responsible  for any damage or injuries  sustained by other lessees or occupants
of the building or by Lessor for noncompliance with this rule.



                                       6
<PAGE>


                  EXHIBIT C - RULES AND REGULATIONS (continued)


     10. The toilet  rooms,  toilets,  urinals,  wash bowls and other  apparatus
shall  not be  used  for any  purpose  other  than  that  for  which  they  were
constructed,  no  foreign  substance  of any kind  whatsoever  shall  be  thrown
therein, and the expense of any breakage,  stoppage or damage resulting from the
violation  of this rule shall be borne by the Lessee who, or whose  employees or
invitees, shall have caused it.


     11.  No  aerial  shall  be  erected  on the roof or  exterior  walls of the
Premises,  or on the grounds,  without in each instance,  the written consent of
the Lessor.  Any aerial so  installed  without  such  written  consent  shall be
subject  to  removal  by Lessor  without  notice to Lessee and the cost for said
removal  by Lessor  will be  billed  to  Lessee  and paid by Lessee to Lessor in
accordance with Paragraph 4.


     12. No loud speakers,  televisions,  phonographs,  radios, or other devices
shall be used in a manner  so as to be heard  or seen  outside  of the  Premises
without the prior written consent of the Lessor.


     13. Except as approved by Lessor, Lessee shall not mark, drive nails, screw
or drill  into the  partitions,  woodwork  or  plaster  or in any way deface the
Premises.  Lessee shall not cut or bore holes for wires.  Lessee shall not affix
any floor covering to the floor of the Premises in any manner except as approved
by Lessor. Lessee shall repair any damage resulting from noncompliance with this
rule.


     14.  Lessee  shall not  install,  maintain or operate upon the Premises any
vending  machines  unless said  vending  machines  are for  Lessee's  employees'
exclusive use.


     15. No cooking  shall be done or permitted by any Lessees on the  Premises,
except that use by the Lessee of Underwriters' Laboratory approved equipment for
brewing  coffee,  tea, hot  chocolate and similar  beverages  shall be permitted
including a UL approved microwave oven,  provided that such equipment and use is
in  accordance  with  all  applicable  federal,  state  and  city  laws,  codes,
ordinances, rules and regulations.


     16. Lessee shall not wash,  change the oil, or repair vehicles or equipment
in the common areas of the Industrial Center or the Premises.


     17.  Lessee  shall be  entitled  to park in common  with  other  lessees of
Lessor.  Lessee agrees not to overburden  the parking  facilities  and agrees to
cooperate with Lessor and other Lessees in the use of parking facilities. Lessor
reserves  the right in the absolute  discretion  to  determine  whether  parking
facilities are becoming  crowded and, in such event, to allocate  parking spaces
among Lessee or to designate areas within which Lessee must park.


     18. Lessee shall not use the name of the building in connection  with or in
promoting or advertising the business of Lessee except as Lessee's address.


     19. Lessor may waive any one or more of these Rules and Regulations for the
benefit of any particular lessee or lessees,  but no such waiver by Lessor shall
be  construed  as a waiver of such Rules and  Regulations  in favor of any other
lessee or lessees,  nor prevent Lessor from thereafter  enforcing any such Rules
and Regulations against any or all of the lessees of the building.


     20. Pets - No birds,  fish,  reptiles or animals  shall be brought  into or
kept in or about the Premises/Building or Industrial Center.

     21. Lessor  reserves the right from time to time to amend or supplement the
foregoing  Rules  and  Regulations,  and  to  adopt  and  promulgate  additional
reasonable  rules  and  regulations   applicable  to  the  Premises  and/or  the
Industrial  Center.  Notice of such rules and  regulations  and  amendments  and
supplements thereto, if any, shall be given to the Lessee.


                                       7
<PAGE>

                                    EXHIBIT D
                        HAZARDOUS MATERIALS QUESTIONNAIRE

This  Exhibit  D is  attached  to and made a part of  Lease  bearing  the  Lease
Reference  Date of  September  19, 2006 between  SFERS REAL ESTATE  CORP.  DD, a
Delaware  corporation,  as Lessor and PRI MEDICAL  TECHNOLOGIES,  INC., a Nevada
corporation,  as Lessee,  for the  Premises  commonly  known as 10939  Pendleton
Street, Sun Valley, CA 91352, consisting of approximately 12,842 square feet.

This  questionnaire is designed to solicit  information  regarding your proposed
use of hazardous or toxic  materials.  Please  complete  the  questionnaire  and
return it to RREEF Management  Company for evaluation.  If your use of materials
or generation of wastes is considered to be significant, further information may
be requested regarding your plans for hazardous and toxic materials management.

Your cooperation in this matter is appreciated. If you have any questions do not
hesitate to call for assistance.

I.          PROPOSED LESSEE OR LESSEE

      PRI MEDICAL TECHNOLOGIES, INC., a  Nevada corporation
--------------------------------------------------------------------------------
Name (Corporation, Individual, Corporate or Individual d.b.a., or Public Agency)


Standard Industrial Classification Code (SIC)

         932 Grand Central Avenue                    Glendale   CA       91201
--------------------------------------------------------------------------------
Street Address                                       City,   State,   Zip Code

Contact Person & Title:    Bill McKay, CFO
                        -------------------------------------------------------

Telephone:  (818) 638-4616   Fax: (818) 240-9654  E-mail: bmckay@primedical.net
--------------------------------------------------------------------------------


II.          LOCATION AND ADDRESS OF PROPOSED LEASE

         10939 PENDLETON ST, SUN VALLEY, CA 91352
--------------------------------------------------------------------------------
Street Address                                       City,   State,   Zip Code


                                       8
<PAGE>

III.          DESCRIPTION OF PROPOSED FACILITY USE

Describe proposed use and operation of Premises including  principal products or
services  to  be  conducted  at  facility:  General  offices,   warehousing  and
distribution of medical laser equipment,  technical  services,  and other Lawful
related uses and for no other purposes.

Does the  operation of your  business  involve the use,  generation,  treatment,
storage,  transfer or disposal of hazardous waste materials?  Yes No X . If yes,
or if your SIC code number is between 2000 to 4000, please complete Section IV.

IV.          PERMIT DISCLOSURE

Does the operation of your business require permits, license or plan approval
from any of the following agencies?

U.S.  Environmental  Protection Agency - Air Quality Management District City or
County  Sanitation  District  Bureau of  Alcohol,  Firearms  and  Tobacco  State
Department  of Health  Services  City or County  Fire  Department  U.S.  Nuclear
Regulatory Commission Regional Water Quality Control Board

Indicate  permit or  license  numbers,  issuing  agency and  expiration  date or
renewal date, if applicable.

 N/A


If your answer is yes to any of the above questions, please complete Sections V
and VI.


                                       9
<PAGE>

V.          HAZARDOUS MATERIALS DISCLOSURE

Will any hazardous or toxic materials or substances be stored onsite? Yes No X .
If yes, please describe the materials or substances to be stored, quantities and
proposed  method of storage (i.e.  drums,  aboveground  or  underground  storage
tanks, cylinders, other), and whether the material is a Solid (S), Liquid (L) or
Gas (G):

               Material Storage Method Quantity on a Monthly Basis
-------------------------- --------------------------- ------------------------

-------------------------- --------------------------- ------------------------
-------------------------- --------------------------- ------------------------

-------------------------- --------------------------- ------------------------
-------------------------- --------------------------- ------------------------

-------------------------- --------------------------- ------------------------
Attach additional sheets if necessary.

Is any  facility  modification  required or planned to  mitigate  the release of
toxic or  hazardous  substance or wastes into the  environment?  Yes ________ No
_______ . If yes, please describe the proposed facility modifications:

--------------------------------------------------------------------------------

VI. HAZARDOUS WASTE DISCLOSURE

a) Will any hazardous  waste,  including  recyclable  waste, be generated by the
operation  of your  business?  Yes  _____  or No X . If  yes,  please  list  the
hazardous  waste which will be generated at the  facility,  its hazard class and
volume/frequency of generation on a monthly basis:


  Waste Name                      Hazard Class               Volume/Month
--------------------------- ------------------------ ------------------------

--------------------------- ------------------------ ------------------------
--------------------------- ------------------------ ------------------------

--------------------------- ------------------------ ------------------------
--------------------------- ------------------------ ------------------------

--------------------------- ------------------------ ------------------------
Attach additional sheets if necessary.

b) If yes,  please also  indicate if any such wastes are to be stored within the
Premises  and the  proposed  method  of  storage  (i.e.  drums,  aboveground  or
underground storage tanks, cylinders, other):


                                       10
<PAGE>



                            Waste Name Storage Method

--------------------------- ------------------------ ------------------------

--------------------------- ------------------------ ------------------------
--------------------------- ------------------------ ------------------------

--------------------------- ------------------------ ------------------------
--------------------------- ------------------------ ------------------------

--------------------------- ------------------------ ------------------------

c) If yes,  please also  describe  the  method(s)  of  disposal  for each waste.
Indicate where disposal will take place and method of transportation to be used:
N/A d) Is any  treatment  or  processing  of  hazardous  wastes to be  conducted
onsite? Yes _______ No X . If yes, please describe proposed treatment/processing
methods:

     N/A

e) Which agencies are responsible for monitoring and evaluating  compliance with
respect to the storage and disposal of hazardous  materials or wastes at or from
the Premises?

(Please list all agencies)

f) Have  there  been  any  agency  enforcement  actions  regarding  the  company
facilities,  or any  existing  company  facilities,  or  any  past,  pending  or
outstanding  administrative  orders or consent decrees?  Yes ______ No X If yes,
have there been any continuing compliance obligations imposed on your company as
a result of decrees or orders? Yes______ No . If yes, please describe: N/A

g) Has the company been the recipient of requests for  information,  notices and
demand letters, cleanup and abatement orders or cease and desist orders or other
administrative inquiries? Yes _____ No X . If yes, please describe:

     N/A


h) Are there any pending  citizen  lawsuits,  or have any notices of  violations
been provided to the company or any existing facilities pursuant to the citizens
suit provisions of any statute? Yes ______ No X . If yes, please describe:

     N/A



i)  Have  there  been  any  previous  lawsuits  against  the  company  regarding
environmental  concerns?  Yes  ____ No X . If yes,  please  describe  how  these
lawsuits were resolved:

     N/A



j) Has an  environmental  audit  ever been  conducted  at any of your  company's
existing facilities? Yes _____ No X . If yes, please describe:

     N/A



k) Does your company carry  environmental  impairment  insurance?  Yes ______ No
__X__ . If yes,  what is the name of the  carrier  and  what  are the  effective
periods     and     monetary      limits     of     such      coverage?      N/A


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

This Hazardous  Materials  Questionnaire is certified as being true and accurate
and has been completed by the party whose  signature  appears below on behalf of
Lessee as of the date set forth below.



Date:                                        Signature:
     -------------------------------                   -------------------------
                                                       William M. McKay

                                       11
<PAGE>

                          COMMENCEMENT DATE MEMORANDUM


THIS COMMENCEMENT  DATE MEMORANDUM,  made as of January 23, 2007, by and between
SFERS REAL ESTATE  CORP.DD,  a Delaware  corporation  ("Lessor") and PRI Medical
Technologies, Inc., a Nevada corporation ("Lessee").



                                    Recitals:
                                    --------

     A.   Landlord  and Tenant  are  parties to that  certain  Lease,  dated for
          reference  September 19, 2006 (the "Lease") for certain  premises (the
          "Premises")  consisting  of  approximately  12,842  square feet at the
          building   commonly  known  10939   Pendleton   Street,   Sun  Valley,
          California.

     B.   Tenant is in  possession of the Premises and the Term of the Lease has
          commenced.

     C.   Landlord and Tenant  desire to enter into this  Memorandum  confirming
          the Commencement Date, the Expiration Date and other matters under the
          Lease.

     NOW, THEREFORE, Landlord and Tenant agree as follows:

1. The actual Commencement Date is December 22, 2006.

2. The actual Expiration Date is February 28, 2012.

3. The schedule of the Annual Base Rent and the Monthly Installment of Base Rent
set forth in the  Addendum  is deleted in its  entirety,  and the  following  is
substituted therefore:

<TABLE>
<CAPTION>
-------------------------- ------------------ -------------------- ----------------- ----------------------
         Period             Rentable Square    Annual Base Rent    Annual Base Rent   Monthly Installment
------------- ------------
    From        through         Footage         Per Square Foot                          of Base Rent
------------- ------------ ------------------ -------------------- ----------------- ----------------------
<S>  <C>        <C>  <C>        <C>                 <C>               <C>                  <C>
  12/22/06      1/31/07         12,842              12,842            103,249.68           8,604.14
------------- ------------ ------------------ -------------------- ----------------- ----------------------
  2/01/07       3/31/07         12,842              12,842               .00
------------- ------------ ------------------ -------------------- ----------------- ----------------------
  4/01/07      12/31/07         12,842              12,842            103,249.68           8,604.14
------------- ------------ ------------------ -------------------- ----------------- ----------------------
  1/01/08      12/31/08         12,842              12,842            107,379.72           8,948.31
------------- ------------ ------------------ -------------------- ----------------- ----------------------
  1/01/09      12/31/09         12,842              12,842            111,674.88           9,306.24
------------- ------------ ------------------ -------------------- ----------------- ----------------------
  1/01/10      12/31/10         12,842              12,842            116,141.88           9,678.49
------------- ------------ ------------------ -------------------- ----------------- ----------------------
------------- ------------ ------------------ -------------------- ----------------- ----------------------
  1/01/11      02/28/12         12,842              12,842            120,787.56           10,065.63
------------- ------------ ------------------ -------------------- ----------------- ----------------------
</TABLE>


4.  Additional  Rent:  Pursuant to Exhibit B of this  Lease,  in addition to the
monthly  Base Rent set forth in the Lease,  Lessee  shall pay the  following  as
additional rent ($50,000.00: the Amortized Improvement Allowance) amortized over
sixty (60) months at a rate calculated at 10% per annum. The additional rent due
and payable  shall be payable in monthly  installments  of $1,062.35 on the same
day each month that the Base Rent is due and  payable  commencing  on January 1,
2007 and  terminating  on  December  31,  2011.  Lessor  shall pay to Lessee the
$50,000.00 within five (5) business days of receipt of this executed Memorandum.

5. Capitalized terms not defined herein shall have the same meaning as set forth
in the Lease.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date and year first above written.


LESSOR:                                       LESSEE:

SFERS REAL ESTATE CORP. DD,                   PRI MEDICAL TECHNOLOGIES, INC.,
a Delaware corporation                        a Nevada corporation

BY:    RREEF MANAGEMENT COMPANY,
       a Delaware corporation
                                              BY: /s/ Lou Buther
                                              -----------------------------
                                              Lou Buther
                                              President
BY: /s/ Karen Saitta
-------------------------------
Karen Saitta                                  DATED: 1/25/2007
Vice President                                -----------------------------


DATED: 1/29/2007
------------------------------


                                              BY: /s/ William M. McKay
                                              -----------------------------
                                              William M. McKay
                                              Chief Financial Officer

                                              DATED:  1/22/2007
                                              ----------------------------