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Exhibit 10.44.1


                                      LEASE
                              Dated August 22, 1995
                             OAKWOOD NURSING CENTER
                                ARLINGTON, TEXAS



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                                      LEASE

         This Lease dated August 22, 1995, is by and between GEORGE M. RUGTIV
and BARBARA M. RUGTIV, RICHARD L. MANI, WILLIAM H. BARNES and DORIS S. BARNES,
JOHN K. SUTHERLAND and MONICA R. SALUSKY as Trustees of the Sutherland
Children's Trust, MONICA R. SALUSKY, and DONALD A JACOBY ("Landlord") and
SUNQUEST SPC, INC. ("Tenant").

                                    RECITALS:

         This Lease is made and entered into with reference to the following
facts:

         A. Landlord is the owner of the "Oakwood Nursing Care Center" 120 bed
nursing facility at 301 West Randol Mill Road, Arlington, Texas, more
particularly described in Exhibit "A" attached hereto, and the personal
property, fixtures, equipment, business records, and supplies used in connection
therewith (the "Demised Premises").

         B. Landlord desires to lease to Tenant, and Tenant desires to hire from
Landlord, the Demised Premises.

         NOW, THEREFORE, in consideration of the mutual covenants, conditions
and agreements set forth herein, Landlord hereby lets the Demised Premises to
Tenant, and Tenant hereby hires the Demised Premises from Landlord, for the term
and upon the conditions and provisions hereinafter set forth.

         1. Term: The term of this Lease shall commence at close of escrow for
Landlord's purchase of the Demised Premises and shall end on August 15, 2015.

         2. Base Rent:

PAGE MISSING


not binding upon Landlord and Tenant. The renovation and rehabilitation to be
paid for with the remaining proceeds from Landlord's new loan(s) shall be
subject to approval by Landlord and by Tenant, neither of which shall
unreasonably withhold its approval, and, if and as required, by the lender(s)
and/or loan guarantors of Landlord's new loan(s).

                  2.2.2. Landlord may impose reasonable conditions for the
disbursement of funds for renovating and rehabilitating the Demised Premises,
including, without limitation, designating the architect and/or contractor(s).
Title to all repairs and improvements to the Demised Premises and personal
property and fixtures paid for out of the proceeds of Landlord's new loan(s)
shall automatically vest in Landlord.


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         2.3. On September 1, 1996, and on each September 1 thereafter during
the term of this Lease, the monthly base rent under this Lease shall be
increased by an amount equal to the same percentage thereof as the percentage
increase, if any, in the applicable consumer price index.

                  2.3.1. The term "applicable consumer price index" shall mean
the U.S. consumer price index for all urban consumers for all items published by
the U.S. Department of Labor, Bureau of Labor Statistics.

                  2.3.2. For the first adjustment in monthly base rent on
September 1, 1996, the consumer price index most recently announced prior to the
commencement for the term of this Lease shall be compared to the consumer price
index most recently announced prior to September 1, 1996, to determine the
percentage increase thereof. For the adjustments in monthly base rent on and
after September 1, 1997, the consumer price index most recently announced prior
to the preceding September 1 shall be compared to the consumer price index most
recently announced prior to the adjustment date to determine the percentage
increase thereof.

                  2.3.3. In no event shall any one annual increase in the
monthly base rent be more than eight percent (8%) of the then effective monthly
base rent.

                  2.3.4. If the applicable consumer price index as currently
calculated is materially altered or is no longer available, then Landlord and
Tenant shall use such other index or method for determining adjustments to the
monthly base rent which will achieve approximately the same results as the
continued application of the applicable consumer price index as currently
calculated. If Landlord and Tenant are unable to agree upon the selection of a
replacement index or mechanism, the issue shall be determined by arbitration in
accordance with section 2.9, below.

         2.4. Monthly base rent shall be paid in advance on the first day of
each and every calendar month during the term hereof, except that the base rent
for the first partial month of the term hereof, if any, shall be paid upon the
execution hereof. The base rent for any fractional month shall be prorated.
Payments of base rent shall be made to Landlord at Landlord's address for
notices specified in Section 45.1, below, or at such other place as Landlord may
from time to time direct. Rent shall be deemed paid when actually received by
Landlord. All rent hereunder shall be due and payable without diminution or
offset. Checks shall be deemed payment only if cleared in the ordinary course.

         2.5. Commencing as of September 1, 1997, Tenant shall pay to Landlord
as additional rent for the Demised Premises percentage rent in an amount equal
to twenty percent (20%) of the net profit from Tenant's operation of the Demised
Premises.


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                  2.5.1. For purposes of this Lease, the term "net profit" shall
mean Tenant's actual net profit, if any, from Tenant's operation of the Demised
Premises, as determined for a January 1 to December 31 fiscal year on an accrual
basis and in accordance with generally accepted accounting principles applied on
a consistent basis, excluding, however, any depreciation in excess of straight
line depreciation, any salaries, management fees, or other compensation paid to
affiliates, partners or shareholders or to spouses, issue, siblings, issue of
siblings, or ancestors of affiliates of partners or shareholders of Tenant,
except for a management fee of six percent (6%) of gross revenues which includes
accounting, data processing, government relations, nursing consulting,
marketing, and other services provided as of the date hereof by Tenant or any of
Tenant's affiliates for other facilities, and any percentage rent paid during
the year. Percentage rent for any partial year shall be based upon the actual
net profit for that partial year.

                  2.5.2. Within thirty (30) days after the end of each calendar
quarter during the term hereof, Tenant shall provide Landlord with a statement
showing Tenant's revenues, expenses and estimated net profit, as reasonably and
in good faith determined by Tenant, for that calendar quarter. Concurrent with
the delivery of Tenant's statement for each calendar quarter during the term
hereof, Tenant shall pay to Landlord an amount equal to twenty percent (20%) of
Tenant's estimated net profit for that quarter.

                  2.5.3. Within ninety (90) days after the end of each calendar
year, and within ninety (90) days after the expiration or termination hereof,
Tenant shall provide Landlord with a statement showing Tenant's revenues,
expenses and profits for that year, in form and content reasonably required by
Landlord, certified by Tenant to be true, complete and correct in all material
respects. If Tenant's annual statement shows a balance due Landlord for the
year, Tenant' shall promptly pay Landlord the amount due. If Tenant's annual
statement shows an overpayment to Landlord, the amount of the overpayment shall
be credited against the next payment or payments of percentage rent hereunder.

                  2.5.4. Tenant shall furnish Landlord with a true and accurate
copy of either the federal income tax return for Tenant or the consolidated
federal income tax return for Tenant's parent corporation within thirty (30)
days after filing the same with the Internal Revenue Service.

                  2.5.5. Receipt by Landlord of any statement or payment of
percentage rent for any period shall not bind Landlord as to the correctness of
the statement and/or payment.

         2.6. Landlord and Tenant acknowledge and agree that it would be
extremely difficult or impossible to determine the amount of actual damages
Landlord would suffer as a result of Tenant's


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default in the timely payment of base rent hereunder. Any base rent required to
be paid by Tenant under this Lease not paid within ten (10) days after the date
when due shall automatically and without notice bear a late payment charge in an
amount equal to five percent (5%) of the late payment.

         2.7. All other payments of money required to be made by Tenant pursuant
to the terms of this Lease shall be deemed additional rent.

         2.8 This Lease is intended to be a net lease in that it is the
intention of the parties hereto that the rent payable to Landlord shall not be
reduced by any cost or charge whatsoever, and that all expenses and charges,
whether for upkeep, maintenance, insurance, taxes, utilities, federal, state and
municipal requirements and other charges of a like nature or type or otherwise,
shall be paid by Tenant. This provision is not in derogation of the specific
provisions of this Lease, but in expansion thereof and as an indication of the
general intentions of the parties hereto.

         2.9. Any dispute between Landlord and Tenant concerning the adjustment
of base rent under Section 2.2, above, the calculation of adjustments in base
rent under Section 2.3, above, the selection of a replacement index or mechanism
under Section 2.3.4, above, or the calculation of percentage rent under Section
2.5, above, shall be submitted to binding arbitration to and in accordance with
the then existing commercial arbitration rules of the American Arbitration
Association and shall be conducted at its office nearest the Demised Premises.
Any fee to initiate arbitration shall be paid by the party initiating
arbitration, but the cost of arbitration and reasonable travel cost shall
ultimately be borne by the losing party or in such proportion as the arbitrators
shall decide.

    3.   Security Deposit:

         3.1. Tenant shall deliver to Landlord the sum of $60,000 as security
for the full and faithful performance of each and every provision of this Lease.
Tenant's security deposit shall be paid in six equal monthly installments on the
same dates as monthly base rent is due under this Lease, commencing September 1,
1995. Tenant's security deposit shall be increased to the amount of any debt
service or other reserve required to be provided in a lump sum payment by the
terms of Landlord's mortgage(s) for any refinance of the Demised Premises. If
and when the amount of Tenant's required security deposit increases, the
increase in Tenant's security shall be payable in six equal monthly installments
on the same dates as monthly base rent is due, commencing with the first payment
of monthly base rent due after the increase in the required amount. Landlord
shall give Tenant written notice of any increase in the amount of Tenant's
security deposit as soon as reasonably possible.


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         3.2. If Tenant defaults in the performance of any of its obligations
hereunder, Landlord may use, apply, or retain the whole or any part of Tenant's
security deposit to the extent of any sum due Landlord, to make any required
payment on Tenant's behalf, or to compensate Landlord for any expense or damage
caused by Tenant's default. On Landlord's demand, Tenant shall promptly pay to
Landlord a sum equivalent to the amount by which Tenant's security deposit has
been so depleted.

         3.3. Within thirty (30) days of the expiration of the term of this
Lease, provided that Tenant is not then in default, Landlord shall refund
Tenant's security deposit, or such portion thereof as then remains, to Tenant.

         3.4. Tenant's security deposit shall be paid directly to Landlord.
Tenant's security deposit shall bear no interest. The Landlord is not the
trustee of Tenant's security deposit, and Tenant's security deposit may be
commingled with Landlord's general funds.

         3.5. Upon any sale or other transfer of the demised Premises by
Landlord, Landlord shall assign and deliver Tenant's security deposit to
Landlord's purchaser or other transferee, who or which shall assume Landlord's
obligations to Tenant with respect to Tenant's security deposit. The assumption
by Landlord's purchaser or other transferee of Landlord's obligations to Tenant
with respect to Tenant's security deposit shall relieve Landlord of all
obligations with respect thereto.

    4.   Taxes and Assessments:

         4.1. Tenant shall pay before delinquency any and all real and personal
property taxes and assessments levied or assessed against the Demised Premises
during the term of this Lease. Tenant shall provide Landlord with proof
reasonably satisfactory to Landlord that all real and personal property taxes
and assessments have been timely paid.

         4.2. At the commencement and at the end of the term of the Lease, all
real and personal property taxes and assessments shall be prorated.

         4.3. Tenant shall have the right to protest the amount or payment of
any real or personal property taxes or assessments which it is required to pay
pursuant to this Lease, provided that Tenant adequately protects Landlord's
interest in the Demised Premises by bonding or by providing other security
satisfactory to Landlord. Tenant shall hold Landlord harmless and defend
Landlord from any and all claims, loss or damages resulting from prosecution of
such protest by Tenant.


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         4.4. Landlord shall promptly forward to Tenant copies of all tax bills
relating to the Demised Premises received by Landlord.

         4.5. If at any time during the term hereof, the State of Texas or any
political subdivision or agency thereof, including any county, city, city and
county, public corporation, district, or any other political entity or agency,
levies or assesses against Landlord a tax, fee, or excise on rents, on the
square footage of the Demised Premises, on the act of entering into this Lease,
or on the occupancy of Tenant, or any other tax, fee, or excise, however
described, including a value added tax, as a substitution, in whole or in part,
for, or in addition to, any real or personal property taxes or assessments,
Tenant shall pay the same before delinquency, regardless of whether the same is
collectible by Landlord.

    5.   Insurance:

         5.1. At all times during the term of this Lease, Tenant shall keep and
maintain, at its own cost and expense, the following policies of insurance:

                  5.1.1. Comprehensive public liability insurance, including
hospital (professional malpractice) and owned and non-owned motor vehicle
coverage, with a combined single limit of at least $1,000,000 and with not less
than $3,000,000 excess coverage against bodily injury and property damage,
insuring Landlord and Tenant and, at Landlord's election, the mortgagee(s) of
any mortgage(s) of the Demised Premises, against claims for bodily injuries
and/or death and/or damage to property incurred while on or about the Demised
Premises and/or in connection with any act or omission by Tenant or Tenant's
members, agents, employees, officers, directors, guests, invitees and licensees.
Landlord and, at Landlord's election, the mortgagee(s) of any mortgage(s) of the
Demised Premises shall be named as additional insured(s) on Tenant's policy of
liability insurance.

                  5.1.2. Fire and extended peril insurance, with "all risk"
endorsement, covering the Demised Premises, including personal property,
sprinkler leakage, earthquake, and flood and windstorm damage, in an amount not
less than the full replacement value thereof. At Landlord's election, which
shall not be exercised more frequently than once every two (2) years, the full
replacement value of the Demised Premises shall be determined by appraisal by a
professional independent insurance appraiser selected by Landlord, subject to
Tenant's approval, which shall not be unreasonably withheld, whose fee shall be
paid one-half by Landlord and one-half by Tenant. Landlord shall be named as an
additional insured and the mortgagee(s) of any mortgage(s) of the Demised
Premises shall be named as mortgagee(s) on such policy of fire and extended
peril insurance. The net proceeds of any such


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fire and extended peril insurance shall be expended only as set forth in Section
34, below.

                  5.1.3. All worker's compensation insurance required under the
worker's compensation law of the State of Texas.

                  5.1.4. Business interruption insurance in an amount equal to
one (1) year advance rent under this Lease, covering Tenant's operation of its
business at the Demised Premises.

                  5.1.5. Any other or additional insurance required pursuant to
any mortgages of the Demised Premises.

         5.2. Tenant shall provide Landlord with copies or certificates or other
evidence reasonably satisfactory to Landlord establishing that Tenant has
obtained and continues to hold the policies of insurance required under Section
5.1, above. All such policies shall be in such form and shall be issued by such
company or companies as are approved by Landlord, which shall not be
unreasonably withheld, and, at Landlord's election, by the mortgagee(s) of any
mortgage(s) of the Demised Premises.

                  5.2.1. The policies of insurance required hereunder may be
provided under or by blanket or umbrella policy(ies) provided that such
policy(ies) specifically provide(s) that the amount of insurance required under
this Lease shall in no way be prejudiced by other losses covered by such
policy(ies).

                  5.2.2. All policies of insurance required hereunder shall
provide that they may not be canceled, lapse, expire, or be materially altered
except with thirty (30) days prior written notice to Landlord and, in the case
of the insurance required under Sections 5.1.1, 5.1.2, and 5.1.5, above, to any
mortgagee(s) of any mortgage(s) of the Demised Premises.

                  5.2.3. All policies or certificates of the insurers or of
insurance agencies satisfactory to Landlord and to any mortgagee(s) of any
mortgage(s) of the Demised Premises showing that renewals of the policies
required hereunder are in force shall be delivered to Landlord and to any
mortgagee(s) of any mortgage(s) of the Demised Premises at least thirty (30)
days prior to the expiration of the then outstanding policies.

         5.3. Landlord and Tenant expressly waive any and all rights and claims
as against each other for losses and damages to the extent that such losses and
damages are covered by insurance.

    6.   Indemnification:

         6.1. As a material part of the consideration to Landlord, Tenant hereby
expressly waives any and all claims against Landlord


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for damages or liability for injury to persons or property in, on or about the
Demised Premises from any cause whatsoever except for the negligence or
intentional malfeasance of Landlord or Landlord's members, agents, or employees.

         6.2. Tenant shall indemnify, defend and hold harmless Landlord, its
agents, members, employees, officers, and directors, and any mortgagee(s) of any
mortgage(s) of the Demised Premises, against each and every demand, claim,
assertion, damages, actions, fees, including, without limitation, attorneys'
fees, court costs and other expenses, paid, incurred or suffered arising or
alleged to have arisen out of any act or omission of Tenant, its agents,
members, employees, officers, directors, guests, invitees or licensees, or in
connection with the use or occupation of the Demised Premises, including,
without limitation, injury, death or damage to Tenant's patients or resulting
from, or relating to, Tenant's introduction or use of hazardous materials, as
defined in Section 55.4, below, except for the negligence or intentional
malfeasance of Landlord or Landlord's members, agents, or employees.

    7.   Impound Account:

         7.1. If and as required by any mortgage of the Demised Premises,
Tenant, shall pay to Landlord or Landlord's mortgagee amounts necessary to
create an impound account sufficient to timely pay all real and personal
property taxes and assessments required to be paid by Tenant hereunder. If the
impound account is insufficient to timely pay all real and personal property
taxes and assessments payable by Tenant, Tenant shall pay the deficiency to
Landlord or Landlord's mortgagee within ten (10) days after Landlord's written
request.

         7.2. Provided that Tenant is not in default under this Lease, the funds
in any impound account held by Landlord or Landlord's mortgagee shall be used
for the payment of the real and personal property taxes and assessments payable
by Tenant under this Lease.

    8. Use of Premises: The Demised Premises shall be used solely as a licensed
nursing facility and for no other purposes except with Landlord's prior written
consent, which shall not be unreasonably withheld.

    9. Maintenance: Tenant shall maintain the Demised Premises in good condition
and repair, including, without limitation, the roof, structural and mechanical
elements and systems of the Demised Premises, exterior and interior painting,
gardening and landscaping, and paving and striping of driveways and parking
areas. The Demised Premises shall at all times be kept clean and sanitary. All
maintenance and repair work undertaken by Tenant shall be done in a workmanlike
manner leaving the Demised Premises


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free of liens for labor and materials. All replacements of capital items shall
be by items of like or better quality. Repairs shall be effected in accordance
with Sections 11.1 through 11.8, below.

    10.  Landlord Not to Maintain:

         10.1. Except as expressly provided in Section 2.2.1, above, Landlord
shall not be required to repair or maintain, or pay for the repair or
maintenance of, the Demised Premises, or any part or portion thereof, and Tenant
hereby expressly waives the right to make repairs at the expense of Landlord as
provided by any statute or law in effect at the time of the execution of this
Lease, or any other statute or law which may be hereafter enacted.

         10.2. Tenant shall timely pay any maintenance or repair reserves
required by any mortgage of the Demised Premises. Landlord shall provide Tenant
with reasonable notice and copies of any mortgage or other loan documents which
require the payment of maintenance or repair reserves. The maintenance or repair
reserves held by the mortgages of the Demised Premises may be used by Tenant on
the terms specified in the mortgage or other loan documents. Landlord shall
reasonably cooperate with Tenant to enable Tenant to use the maintenance or
repair reserves held by Landlord's mortgagee. Tenant shall restore any
maintenance or repair reserves used by Tenant in monthly installments or as
otherwise required by the mortgage.

    11. Alterations: Tenant shall not reconstruct, remodel or alter the Demised
Premises without the prior written consent of Landlord, which shall not be
unreasonably withheld, and, if and to the extent required by any mortgage(s) of
the Demised Premises, of the mortgagee(s) of the Demised Premises.

         11.1. As a condition to Landlord's consent to any repair,
reconstruction, remodeling or alteration of the Demised Premises which is
reasonably projected to cost $25,000 or more, Landlord may require Tenant or
Tenant's contractor to post a payment and completion or other bond satisfactory
to Landlord insuring the proper and timely completion of such repair,
reconstruction, remodeling or alteration.

         11.2. Tenant agrees to fully pay and discharge all claims for labor and
materials furnished in connection with the repair, reconstruction, remodeling or
alteration of the Demised Premises, to obtain lien releases for labor or
materials for which payment has been made, and to take all other reasonable
steps to forestall the assertion of lien claims against the Demised Premises.

         11.3. All work done in connection with the repair, reconstruction,
remodeling or alteration of the Demised Premises


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shall be performed in compliance with all applicable laws, ordinances, rules and
regulations.

         11.4. The repair, reconstruction, remodeling or alteration of the
Demised Premises shall be performed in compliance with any mortgages of the
Demised Premises.

         11.5. No repair, reconstruction, remodeling or alteration of the
Demised Premises shall be effected unless and until Tenant has obtained all
required permits and consents from all governmental entities or agencies having
jurisdiction over the Demised Premises.

         11.6. All alterations and improvements constructed by Tenant upon the
Demised Premises shall, upon termination of this Lease, belong to Landlord.

         11.7. Tenant shall save and hold Landlord harmless from any and all
liability of any kind on account of the repair, reconstruction, remodeling or
alteration of the Demised Premises.

         11.8. Prior to commencement of any work, alteration or repair to or of
the Demised Premises by anyone other than Tenant or the employees of Tenant,
Tenant shall give Landlord sufficient notice thereof to permit Landlord to
timely post or affix on or to the Demised Premises notices of nonresponsibility.

    12. Right to Replace Property:

         12.1. Notwithstanding any other provision of this Lease to the
contrary, Tenant shall have the right, subject to the provisions of any
mortgage(s) of the Demised Premises, to replace any or all of the personal
property, fixtures, equipment and supplies subject to this Lease with personal
property, fixtures, equipment or supplies of like or greater value. Tenant shall
have the obligation to promptly repair or replace any dilapidated, obsolete or
nonfunctional personal property. Replacement personal property, fixtures and
equipment, and any additional personal property, fixtures and equipment
purchased by Tenant legally required to equip the Demised Premises for the
purposes permitted under this Lease, shall automatically become the property of
Landlord, subject to the terms of any mortgages of the Demised Premises, and
thereafter subject to this Lease. Tenant shall be entitled to any salvage value
from any replaced personal property, fixtures and equipment.

         12.2. Title to any vehicles required to be registered may be retained
in the name of the Tenant. The vehicles and any replacement vehicles shall
remain the property of Landlord and subject to the terms of the Lease.


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         12.3. Tenant shall not acquire or finance the acquisition of any
replacement or additional personal property, fixture or equipment by conditional
sales agreements, leases, or lease/options except with Landlord's prior written
consent, which shall not be unreasonably withheld.

         12.4. Upon the expiration or termination of this Lease, Tenant shall
provide Landlord with personal property, fixtures, equipment, and consumable
supplies of at least equal quantity and quality as those which existed on the
Demised Premises at completion of the renovation and rehabilitation of the
Demised Premises in accordance with Section 2.2, above.

    13. Utilities, Etc.:

         13.1. Tenant shall be solely responsible for and shall promptly and
before delinquency pay for all utilities, including, without limitation,
electricity, gas, water, garbage and telephone, and any and all other labor,
services, goods and supplies which may be used or furnished to or for Tenant,
including, without limitation, any payroll, business and opportunities,
withholding, employee, sales, excise and other taxes incurred in connection
therewith, incident to the use and occupation of the Demised Premises. Any
account payable to a vendor of supplies to the Demised Premises shall be
conclusively deemed delinquent if not paid in full within 120 days after
Tenant's receipt of a bill from the vendor, unless Tenant is in good faith
contesting the validity or the amount payable.

         13.2. Tenant shall provide all security deposits, bonds and other
collateral or requirements necessary for all utilities and other services
provided or supplied to, for or in connection with the operation of the Demised
Premises.

         13.3. At Landlord's request, Tenant shall provide Landlord with proof
reasonably satisfactory to Landlord, including, at Landlord's request, copies of
Tenant's Internal Revenue Service form 941, that Tenant has complied with the
provisions of Sections 13.1 and 13.2, above.

    14. Laws and Regulations: Tenant shall at its sole cost and expense comply
with all laws, statutes, ordinances and regulations of all governmental agencies
having jurisdiction over the Demised Premises, specifically including, without
limitation, any laws, rules and regulations regarding hazardous materials.

    15. Licensing Requirements:

         15.1. Tenant shall maintain at all times during the term hereof and any
extensions or renewals hereof all governmental licenses, permits and
authorizations necessary for the establishment and operation of the Demised
Premises for the


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purposes permitted under this Lease. Tenant shall not, without the prior written
consent of Landlord, which shall not be unreasonably withheld, effect any
reduction in the number of licensed beds in the Demised Premises or change the
license or certification category or status of the Demised Premises or any part
thereof.

         15.2. Tenant shall, at its own cost and expense, promptly do and
provide or perform each and every requirement of any state or federal licensing
or certification authority having jurisdiction over the Demised Premises,
including, without limitation, the timely filing of cost reports and other
documents or information required to be filed, delivered or submitted. Tenant
shall have the right to appeal or protest any such requirement, provided that
Tenant complies with the same at or prior to the time when such requirement
becomes final and binding and no longer subject to appeal or protest.

         15.3. upon the expiration or termination of this Lease, Tenant shall
fully cooperate with Landlord in affecting a transfer of the Demised Premises
fully licensed and certified for the purposes permitted under this Lease.

         15.4. Notwithstanding any other provisions of this Lease to the
contrary, Tenant shall inform Landlord immediately by telephone and by letter or
telegraph of any action taken, commenced or instituted by any state or federal
authority having jurisdiction over the Demised Premises to terminate or revoke
any license or certification of or to impose any vendor hold or stop placement
order on Tenant. Such notice shall be given to Landlord at the address(es) and
telephone number(s) set forth in Section 45, below.

    16. Inspection Report: Tenant shall forward to Landlord legible copies of
all inspection reports and other documents relating to the Demised Premises
received from any state or federal licensing or certification authorities having
jurisdiction over the Demised Premises, including, without limitation,
inspection surveys and plans of correction and notices relating to the Medicaid
reimbursement rate applicable to the Demised Premises. Such copies shall be so
forwarded forthwith upon receipt of such reports and documents by Tenant.

    17. Cost Reports: Tenant shall provide Landlord with legible copies of
Tenant's cost reports submitted for the Demised Premises, certified by Tenant to
be true and correct in all material respects. Such copies shall be so forwarded
concurrent with the submission thereof by Tenant.

    18. Operating Statements.

         18.1. Within 30 days after the end of each calendar month during the
term of this Lease, Tenant shall provide Landlord with an operating statement
for the Demised Premises for the


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preceding calendar month, including a staffing hours report, a census report
(with patient mix and average monthly census), and an accounts payable aging
report, in form and content satisfactory to Landlord, certified by Tenant to be
true and correct in all material respects.

         18.2. Within 120 days after the end of each calendar year during the
term of this Lease, Tenant shall provide Landlord with an operating statement
for the Demised Premises for the preceding year, in form and content
satisfactory to Landlord, certified by Tenant to be true and correct in all
material respects.

    19. Financial Statements: Within 120 days after the end of each calendar
year, and at Landlord's request at any other time in connection with Landlord's
refinancing of the Demised Premises, Tenant and any guarantor of this Lease
shall provide Landlord with a copy of its current financial statement, prepared
in accordance with generally accepted accounting principles and in form and
content reasonably required by Landlord, certified by Tenant or the guarantor
hereof, as applicable, to be true and correct in all material respects.

    20. Reports to Mortgagee(s): Tenant shall timely provide any reports or
other information or documents required by any mortgagee(s) of the Demised
Premises. Tenant shall provide Landlord with copies of any reports or other
information or documents given or provided to any mortgagee(s) of the Demised
Premises. Tenant shall permit the mortgagee(s) of the Demised Premises to
inspect and audit Tenant's books and records if and as required by the
mortgage(s) of the Demised Premises.

    21. Books and Records:

         21.1. At all times during the term of this Lease, Tenant shall keep and
maintain complete, true and accurate books and records of the operation of the
Demised Premises in accordance with generally accepted accounting principles
applied on a consistent basis. Tenant shall maintain Tenant's books and records
for at least four (4) years after the close of the accounting period to which
the books and records relate.

         21.2. Landlord shall have the right to audit Tenant's books and records
regarding the Demised Premises. Landlord's audit shall be at Landlord's expense,
unless the audit shows that any material information previously provided by
Tenant is incorrect by three percent (3%) or more, in which case the cost of the
audit shall be borne by Tenant. At Landlord's request Tenant shall provide
appropriate supporting documentation for any item.

    22. Waste and Nuisance. Tenant shall not commit, or allow to be committed,
any waste upon the Demised Premises, or any public or


                                      -14-
<PAGE>   15

private nuisance. Tenant shall not use, nor allow the Demised Premises to be
used, for any improper, immoral, unlawful or objectionable purpose. Tenant shall
not allow objectionable odors or excessive noise to emanate from the Demised
Premises.

    23. Continuous Operation. Tenant shall at all times during the entire term
of this Lease continuously operate the Demised Premises for the purposes
permitted under this Lease.

    24. Events of Default:

         24.1. The occurrence of any of the following shall be deemed to
constitute an event of default on the part of Tenant hereunder:

                  24.1.1. The failure to pay rent, real or personal property
taxes and assessments, utilities, premiums for insurance, or other monetary
obligations under this Lease within ten (10) days after written notice of
default;

                  24.1.2. The failure to perform or comply with any term of this
Lease which causes or results in the imminent loss of Tenant's license to
operate the Demised Premises, the initiation of a "fast track" termination of
Tenant's Medicaid certification, or in imminent danger to the life or safety of
one or more of Tenant's patients;

                  24.1.3. The failure to perform or comply with any other term
or provision of this Lease within thirty (30) days after written notice of
default, except for defaults, other than the defaults specified in Section
24.1.2, above, which cannot reasonably be cured within thirty (30) days,
provided that Tenant commences to cure the default within thirty (30) days after
written notice and thereafter diligently proceeds to cure the default;

                  24.1.4. An assignment by Tenant of its property for the
benefit of creditors;

                  24.1.5. The appointment of a receiver, trustee or liquidator
for Tenant, or any of the property of Tenant;

                  24.1.6. The levy of a writ of attachment against this Lease;

                  24.1.7. Tenant or any assignee of this Lease or subtenant of
the Demised Premises files a voluntary petition under the federal Bankruptcy Act
or of the law of any state, to be adjudicated a bankrupt or for any arrangement
or other debtor's relief, or any such petition is filed against Tenant by any
other party and not dismissed within sixty (60) days after filing thereof;


                                      -15-
<PAGE>   16

                  24.1.8. The financial statements provided to Landlord by
Tenant prior to the execution of this Lease are determined to be materially
false or misleading;

                  24.1.9. Any financial statements provided to Landlord by
Tenant during the term of this Lease are known by Tenant to be materially false
or misleading; or

                  24.1.10. Any financial statement provided to Landlord for any
assignee of this Lease or subtenant of the Demised Premises is determined to be
materially false or misleading.

         24.2. Any notice of default to Tenant shall specify Tenant's default.
In the event of the occurrence of any event of default mentioned in this Section
24, Landlord shall have the right, at its election, by written notice to Tenant,
in addition to all other remedies, to terminate this Lease.

    25. Landlord's Recovery From Tenant:

         25.1. Upon termination of this Lease by Landlord under and in
accordance with the provisions of Section 24.2, above, Landlord shall be
entitled to recover from Tenant the unpaid rent that has been earned at the time
of the judgment, the discounted present value of the amount by which the rent
payable for the balance of the term of this Lease after the time of judgment
exceeds the amount of the loss of rent that Tenant proves could be reasonably
avoided, any other amount, and court costs, reasonably necessary to compensate
Landlord for all detriment proximately caused by Tenant's default. The present
value of future rent shall be computed by discounting the amount at the discount
rate of the Federal Reserve Bank of San Francisco at the time of the judgment.

    26. Right of Reentry: In the event of Tenant's default hereunder, Landlord
may then, or any time thereafter, reenter the Demised Premises, or any part
hereof, and expel or remove Tenant therefrom, and again repossess and enjoy the
Demised Premises, with or without terminating this Lease, and Tenant shall not
interfere with or obstruct Landlord's reentry and repossession of the Demised
Premises or Landlord's collection of the revenues and accounts receivable
derived from the Demised Premises.

    27. Tenant's Continuing Obligations:

         27.1. In the event Landlord does not terminate this Lease as a result
of the default of Tenant, Tenant shall remain and continue to be liable to
Landlord under all of the terms of this Lease. Landlord may evict Tenant and let
or relet the Demised Premises or any or all parts thereof for the whole or any
part of the remainder of the term hereof, or for a period of time in excess of
the remainder of the term hereof, and out of any rent so collected or received,
Landlord shall:


                                      -16-
<PAGE>   17

                  27.1.1. First, pay to itself the actual costs or expenses of
retaking and repossessing the Demised Premises and removing all persons and
property therefrom;

                  27.1.2. Second, shall pay itself any actual costs or expenses
sustained in securing any new tenant or tenants, including, without limitation,
the cost of alterations or additions to the Demised Premises and any leasing
commissions incurred by Landlord; and

                  27.1.3. Third, shall pay to itself any balance remaining, and
apply the whole thereof or so much thereof as may be required toward payment of
the liability of Tenant to Landlord then or thereafter unpaid by Tenant.

         27.2. Any entry or reentry by Landlord, whether under summary
proceedings or otherwise, if this Lease is not terminated pursuant to Section
24.2 hereof, shall not absolve or discharge Tenant from liability hereunder. The
words "reenter" and "reentry" as used in this Lease are not restricted to their
technical legal meaning. The failure of Landlord to relet the Demised Premises
or any part thereof shall not release or affect Tenant's liability hereunder.
Should any rent so collected by Landlord after the foregoing payments be
insufficient to fully pay Landlord a sum equal to all rent and other charges
herein reserved, or should no rents be collected by Landlord, the deficiency
shall be calculated and paid by Tenant upon each of the dates for the payment of
rent as provided herein, and Tenant shall pay to Landlord the amount of said
deficiency then existing and shall remain liable for any portion thereof not so
paid.

    28. Cure of Default: Landlord, at any time after Tenant commits a default
hereunder, may cure the default at Tenant's cost. If Landlord, at any time, by
reason of Tenant's default, pays any sum or does any act that requires the
payment of any sum, the sum paid by Landlord shall be due immediately from
Tenant to Landlord, shall bear a late payment charge in an amount equal to ten
percent (10%) of the sum paid by Landlord to cure Tenant's default, and shall
bear interest at the lesser of twelve percent (12%) per annum or the maximum
rate permitted by law, reckoned from the date the sum is paid until Landlord is
reimbursed in full.

    29. Interest on Unpaid Rent: Any rent not paid within ten (10) days after
the date when due shall bear interest at the lesser of twelve percent (12%) per
annum or the maximum rate permitted by law, reckoned from the date when due.

    30. Appointment of Receiver:

         30.1. Tenant hereby assigns to Landlord all of Tenant's revenues and
accounts receivable derived from the Demised Premises specifically including,
without limitation, all Medicare,


                                      -17-
<PAGE>   18

Medicaid and other reimbursement payments to Tenant, as security for performance
of Tenant's obligations hereunder.

         30.2. Provided that Tenant is not in default under this Lease, Tenant
shall have the right to collect Tenant's revenues and accounts receivable
derived from the Demised Premises. If Tenant is in default under this Lease,
Landlord shall have the absolute right, in person or by receiver duly appointed
by a court of competent jurisdiction, to take possession of the Demised
Premises, to conduct Tenant's business thereon, and to collect all revenues and
accounts receivable due thereon to Tenant both prior to and after the date of
Tenant's default.

         30.3. Neither the filing of a petition for the appointment of a
receiver nor the appointment itself shall constitute an election by Landlord to
terminate this Lease.

         30.4. Tenant shall execute and deliver to Landlord UCC-1's to perfect
Landlord's security interest in the revenues and accounts receivable derived
from the Demised Premises.

         30.5. Subject to the provisions of any mortgages of the Demised
Premises, Landlord shall subordinate Landlord's security interest in Tenant's
revenues and accounts receivable to a security interest granted by Tenant to an
institutional lender, in the business of financing accounts receivable, and
financing Tenant's accounts receivable.

    31. No Waiver: No waiver by Landlord of any breach of the covenants,
conditions or agreements of this Lease shall be construed to be a waiver of any
succeeding breach of the same or of any other covenants, condition or agreement
hereof.

    32. Remedies Cumulative: The remedies conferred by this Lease upon Landlord
are not intended to be exclusive, but are cumulative and in addition to all
other remedies provided by law.

    33. Name: The name of the Demised Premises shall be determined by Tenant,
subject to Landlord's consent, which shall not be unreasonably withheld. The
name of the Demised Premises shall not be changed without Landlord's prior
consent, which shall not be unreasonably withheld.

    34. Damage by Fire or other Casualty:

         34.1. In the event of the damage or destruction of the Demised
Premises, Tenant shall forthwith repair or reconstruct the same to a like or
better condition than existed prior to such damage or destruction. Subject to
any mortgage(s) of the Demised Premises, the net insurance proceeds payable to
Landlord and/or Tenant shall be used for the, repair or reconstruction of the
Demised Premises.


                                      -18-
<PAGE>   19

         34.2. The repair or reconstruction of the Demised Premises shall be
effected in accordance with Section 11, above.

         34.3. In the event the damage or destruction of the Demised Premises is
covered by the fire and extended peril insurance Tenant is required to carry
pursuant to Section 5.1.2, above, Landlord or Landlord's mortgagee(s) may, but
shall not be required to, negotiate the insurance settlement with the insurer if
Tenant fails to diligently process and negotiate Tenant's claim with the
insurer.

         34.4. Subject to the provisions of any mortgage(s) of the Demised
Premises, at the election of Landlord, fire and extended peril insurance
proceeds (not including proceeds of business interruption insurance, which shall
be payable to Tenant except to the extent of rent due under this Lease) shall
not be payable to Tenant but shall instead be deposited in escrow with a bank or
other financial institution selected by Landlord on terms and in accordance with
procedures reasonably satisfactory to Landlord, with funds released during the
course and at completion of the repair or reconstruction, upon inspection and
approval by Landlord of the completed portion of the repair or reconstruction,
and receipt by Landlord of lien waivers from the contractors, subcontractors,
and suppliers.

         34.5. If there remains any surplus of insurance proceeds after the
completion of the repair or reconstruction of the Demised Premises, such surplus
shall belong to and be paid to Tenant, subject, however, to the rights of any
mortgagee(s) under any mortgage(s) of the Demised Premises.

         34.6. In any event during any time that Tenant is unable to use and
occupy the Demised Premises or any portion thereof as a result of damage or
destruction occurring without fault of Tenant, or as a result of any repairs
thereof, the rent hereunder shall be suspended to the extent, and only to the
extent, of the proceeds of Tenant's business interruption insurance made
available to Landlord.

         34.7. Landlord shall have no liability whatsoever with respect to any
goods, fixtures, equipment or other personal property of Tenant, nor shall
Landlord have any liability for loss of revenues or income resulting from fire
or other casualty unless and to the extent resulting from the negligence or
intentional malfeasance of Landlord or Landlord's members, agents or employees.

    35. Condemnation:

         35.1. If during the term of this Lease, the whole of the Demised
Premises is taken or condemned by any competent public or quasi-public
authority, this Lease shall, at the date of such


                                      -19-
<PAGE>   20

taking, terminate, and current rent shall be prorated as of the date of such
termination.

         35.2. If during the term of this Lease, a portion of the Demised
Premises is taken or condemned and it is not practical or economical for Tenant
to retain and operate the remainder in accordance with this Lease, then Tenant
may, at Tenant's election, made within thirty (30) days of such taking or
condemnation, terminate this Lease, and current rent shall be prorated as of the
date of such termination.

         35.3. All compensation upon any taking or condemnation of the Demised
Premises shall belong to Landlord, and Tenant shall have no claim thereto.

         35.4. Except as provided above, this Lease shall not terminate and
shall remain in full force and effect in the event of a taking or condemnation
of the Demised Premises, or any portion thereof; provided, however, that the
rent hereunder shall be adjusted for the remainder of the term of this Lease
proportionately to the resulting reduction in the number of licensed beds
permitted in the Demised Premises.

    36. Assigning and Subletting:

         36.1. Tenant may not assign this Lease or any portion of the term
hereof, or sublet the Demised Premises, or any portion thereof, except with the
prior written consent of Landlord, which consent shall not be unreasonably
withheld, and, if and to the extent required by any mortgage(s) of the Demised
Premises, of the mortgagee(s) of the Demised Premises. Tenant's written request
for Landlord's consent to the assignment of this Lease or the subletting of the
Demised Premises must be given at least thirty (30) days prior to the proposed
effective date of the assignment or subletting.

         36.2. Notwithstanding any assignment of this Lease or subletting of the
Demised Premises, Tenant and Tenant's guarantors shall remain liable for the
full, faithful and complete performance of this Lease as provided herein.

         36.3. As a condition to Landlord's consent to the assignment of this
Lease or the subletting of the Demised Premises, Landlord may require Tenant's
proposed assignee or sublessee to provide such financial and other information
as Landlord reasonably deems appropriate, including, without limitation, copies
of any agreements between Tenant and Tenant's proposed assignee or subtenant,
resumes of the principal officers and employees of Tenant's proposed assignee or
subtenant, and a comprehensive description of the operational experience of
Tenant's proposed assignee or subtenant.


                                      -20-
<PAGE>   21

         36.4. As a condition to Landlord's consent to the assignment of this
Lease or subletting of the Demised Premises, Landlord may also require the
principals of any assignee of this Lease or subtenant of the Demised Premises to
assume personal liability for compliance with each and every provision hereof.

         36.5. If Tenant or Tenant's approved management company is a
corporation, partnership or other business entity then the following shall be
deemed an assignment of this Lease:

                  36.5.1. The sale of a majority of the shares of any class of
stock or other equity interest in Tenant or in an approved management company of
the Demised Premises, other than in an initial public offering registered with
the Securities and Exchange Commission or registered or qualified with
applicable state securities agency(ies);

                  36.5.2. The dissolution or merger of Tenant;

                  36.5.3. The sale of all or substantially all of the assets of
Tenant; or

                  36.5.4. Any other transaction entered into for the purpose of
avoiding the applicability of the foregoing provisions.

         36.6. The assignment of this Lease or subletting of the Demised
Premises to a subsidiary or affiliate of Tenant is not exempt from the
requirement for Landlord's consent, which shall not be unreasonably withheld.

         36.7. The execution or termination of a management or other agreement
giving control of the day-to-day operation of the Demised Premises to any person
or party other than Tenant shall be deemed an assignment of this Lease which
shall require Landlord's prior written consent, which shall not be unreasonably
withheld.

         36.8. The consent to any one (1) assignment or subletting shall not be
deemed a consent to a subsequent assignment or subletting.

         36.9. Any purported assignment or subletting in violation of this
Section 36 shall be null and void and of no force or effect whatsoever.

         36.10. Landlord shall have the right of first refusal to match any
offer for Tenant's assignment of this Lease or for subleasing the Demised
Premises. Landlord shall have thirty (30) days after receipt of a copy or notice
of any proposal to assign this Lease or sublet the Demised Premises within which
to exercise the right of first refusal. Landlord's failure to exercise the right
of first refusal within the thirty (30) day period shall be deemed a waiver
thereof.


                                      -21-
<PAGE>   22

         36.11. Tenant shall pay the cost of Landlord's attorney's review of all
documents relating to a proposed assignment or subletting up to a maximum of
$1,000 for each proposed assignment or subletting.

    37. Covenants Against Liens:

         37.1. Tenant shall not, during the term hereof, suffer or permit any
lien, including, without limitation, any mechanic's or judgment lien or
conditional sales agreement, to be attached to or upon the Demised Premises or
any part thereof by reason of any act or omission on the part of Tenant, and
hereby agrees to save and hold harmless Landlord from or against any such lien
or claim of lien.

         37.2. Tenant and any guarantors of Tenant shall not suffer or permit
any federal or state tax lien to attach to any property of Tenant or Tenant's
guarantors.

         37.3. In the event that any lien attaches in violation of Section 37.1
or Section 37.2, above, and is not released within thirty (30) days thereafter,
Landlord, in its sole discretion, may pay and/or discharge the same, and Tenant
agrees to repay and reimburse Landlord upon demand for the amount so paid by
Landlord, together with interest thereon at the maximum rate permitted by law,
from the date the sum is paid by Landlord until Landlord is reimbursed in full.

    38. Subordination: This Lease is and shall be subordinate to any mortgages
of the Demised Premises now of record. Such subordination is effective without
any further act of Tenant. This Lease shall be subordinated to future mortgages
of the Demised Premises, provided that the lender executes a non-disturbance and
attornment agreement with, and on terms and conditions reasonably acceptable to,
Tenant. Tenant acknowledges that in refinancing the Demised Premises Landlord
may be required to agree to commercially reasonable loan terms which impose
greater burdens on Tenant than are required under the current mortgages of the
Demised Premises. If and when Landlord refinances the Demised Premises, Landlord
shall use reasonable efforts to minimize any inspection, reporting or other
obligations which would be imposed upon Tenant under the terms of this Lease.

    39. Relationship of Parties: Nothing contained in this Lease shall be deemed
to constitute Landlord and Tenant as partners or joint venturers, or any other
relationship other than that of lessor and lessee.

    40. Further Assurances: Landlord and Tenant covenant and agree to execute
such further documents and instruments as shall be necessary or appropriate to
carry out the provisions of this Lease.


                                      -22-
<PAGE>   23

    41. Joint and Several Liability: If more than one (1) person or party is
named as Tenant herein, the obligations of Tenant are joint and several.

    42. Attornment: Subject to Section 38, above, in the case of mortgages of
the Demised Premises, Tenant agrees to attorn to any successor in interest to
Landlord entitled to possession of the Demised Premises. The provisions of this
Section 42 shall inure to the benefit of any such successor in interest, shall
be self operative upon any demand by any such successor in interest, and no
further instrument shall be required to effect such attornment. Any successor in
interest to Landlord shall be bound by all of the terms and provisions of this
Lease.

    43. Estoppel Certificates: Landlord and Tenant shall, within ten (10) days
after written request from the other, execute and deliver to the other, in
recordable form, a certificate stating that this Lease is unmodified and in full
force and effect, or in full force and effect as modified, and stating the
modifications, and that the other party is not in default hereunder, or is in
default and specifying the nature and extent of the alleged default. Failure to
deliver the certificate within said ten (10) days shall be conclusive upon the
party to whom the request has been given that this Lease is in full force and
effect and has not been modified except as may be represented by the requesting
party and that the requesting party is not in default hereunder.

    44. Surrender of Possession: Tenant shall, on or before the last day of the
term of this Lease, or any renewals hereof, Surrender to Landlord the Demised
Premises (including all patient charts and records, subject, however, to
appropriate patient consents, if required, and except as prohibited by
applicable law or regulation) free and clear of sub-tenancies, broom clean and
in good condition and repair, ordinary wear and tear excepted.

    45. Notices:

         45.1. All notices or other documents required or permitted to be given
hereunder shall be personally delivered, sent by private overnight courier, or
sent by registered or certified mail, postage prepaid, return receipt requested,
addressed to the parties as follows:

         Landlord:       Monica R. Salusky
                         2033 North Main Street, Suite 700
                         Walnut Creek, CA 94596
                         Telephone: (510) 932-8500

         Copy to:        John K. Sutherland
                         2033 North Main Street, Suite 700
                         Walnut Creek, CA 94596
                         Telephone: (510) 932-8500


                                      -23-
<PAGE>   24

         Tenant:         SunQuest SPC, Inc.
                         7272 East Indian School Road
                         Suite 214
                         Scottsdale, AZ 65251
                         Telephone: (602) 423-1954

         45.2. Notices sent by registered or certified mail shall be deemed
given and effective the second day after posting and notices sent by private
overnight courier shall be deemed given and effective the first day after
delivering the same to the other private overnight courier during regular
business hours.

         45.3. Landlord and Tenant may change their addresses and/or telephone
numbers for purposes of this Lease by giving notice thereof in accordance with
the provisions of Section 45.1, above.

    46. Quiet Enjoyment: If and for so long as Tenant is not in default
hereunder, Landlord agrees that it will not interfere with the peaceful and
quiet occupation and enjoyment of the Demised Premises by Tenant.

    47. Corporate Authority: Tenant shall deliver to Landlord upon execution of
this Lease a certified copy of a resolution of its board of directors
authorizing the execution of this Lease and naming the officer who is authorized
to execute this Lease on its behalf.

    48. Inspection:

         48.1. Landlord shall at all reasonable times have the right to go upon
and inspect the Demised Premises, to post any notice that may be required or
permitted by any law relating to or affecting the liability of Landlord for
labor performed or materials furnished in or for the Demised Premises, and to
show the Demised Premises to prospective purchasers, tenants and lenders.

         48.2. The mortgagee(s) of the Demised Premises shall have the right to
inspect the Demised Premises if and to the extent set forth in any mortgage(s)
of the Demised Premises.

    49. No Constructive Eviction: The exercise of any right reserved to Landlord
pursuant to Section 48 hereof shall not constitute an actual or constructive
eviction, in whole or in part, or entitle Tenant to any abatement or diminution
of rent, or relieve Tenant from any of its obligations under this Lease, or
impose any liability upon Landlord except in the case of the negligence or
intentional malfeasance of Landlord or Landlord's members, agents or employees.

    50. No Representations:


                                      -24-
<PAGE>   25

         50.1. Tenant acknowledges that Landlord has made no representations or
warranties whatsoever, express or implied, regarding the physical condition of
the Demised Premises except those contained in this Lease.

         50.2. Landlord further hereby specifically disclaims any
representations or warranties, both express and implied, with respect to the
condition, habitability, or suitability of the Demised Premises, or any part
thereof, for the use and purposes permitted hereunder or for any other purpose,
and Landlord does not represent or warrant that the Demised Premises or any part
thereof complies with any laws, ordinances or regulations relating to the use
and occupancy thereof.

         50.3. Tenant fully understands that there may be certain repairs and
alterations required for the continued licensing and/or certification of the
Demised Premises, and, except as expressly provided herein, Tenant shall be
fully responsible for the cost of and for effectuating any and all alterations,
maintenance, repair and replacements required to be made for the continued
licensing and certification of the Demised Premises and for any alterations,
maintenance, repair and replacements required to maintain and preserve the
Demised Premises in the condition provided for herein.

    51. Applicable Law. This Lease shall be governed by, and construed in
accordance with, the laws of the State of Texas.

    52. Headings: The descriptive headings used in this Lease are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.

    53. Attorneys' Fees: If Landlord or Tenant brings any action to interpret or
enforce this Lease, or for damages for any alleged breach hereof, the prevailing
party in any such action shall be entitled to reasonable attorneys' fees as
awarded by the court in addition to all other recoverable damages and costs.

    54. Exhibits: All exhibits attached hereto are incorporated herein by
reference as though set forth in full.

    55. Definitions: As used in this Lease, following terms are defined as
follows:

         55.1. The term "mortgage" shall include a mortgage, a deed of trust,
and a contract of sale or contract for deed.

         55.2. The term "mortgagee" shall include a mortgagee under a mortgage,
a beneficiary under a deed of trust, and a vendor under a contract of sale or
contract for deed.


                                      -25-
<PAGE>   26

         55.3. The term "days" shall refer to calendar days unless otherwise
specified.

         55.4. The term "hazardous materials" as used in this Lease shall mean
any substance, material, or waste which has been or becomes regulated by any
local governmental authority, the State of Texas, or the United States
government, including, but not limited to, "petroleum" as defined in 42 U.S.C.
Section 6991(8), asbestos, polychlorinated biphenyls, designated as a "hazardous
substance" pursuant to Section 311 or listed pursuant to Section 307 of the
Clean Water Act, defined as a "hazardous waste" pursuant to Section 1004 of the
Resource Conservation and Recovery Act, defined as a "hazardous substance"
pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, or defined as "underground storage tank" under
42 U.S.C. Section 6991.

         55.5. The term "affiliate" shall mean a person or entity controlled by,
controlling, or under common control of, directly or indirectly, another person
or entity, an officer, director of employee or another person or entity, any
entity which employs another person or of which a person is a director or
officer, and any person or entity which owns or controls 10 percent of the
securities of an entity. The term "affiliate" also specifically includes
Alliance Healthcare Group, Inc., any subsidiaries of Alliance HealthCare Group,
Inc., and any companies acquired by, merged into, or created by merger with
Alliance HealthCare Group, Inc..

    56. Severability: In the event any part or provision of this Lease shall be
determined to be invalid or unenforceable under the laws of the State of Texas,
the remaining portion of this Lease shall, nevertheless, continue in full force
and effect.

    57. Time: Time is of the essence of each and every provision of this Lease.

    58. Counterparts: This Lease may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same agreement.

    59. Binding, Etc: This Lease shall be binding upon, and inure to the benefit
of, Landlord and Tenant, and their respective heirs, personal representatives,
successors in interest and assigns.

    IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the day and
year first above written.

                  Landlord:             /s/ George M. Rugtiv
                                        ----------------------------------------
                                        GEORGE M. RUGTIV


                                      -26-
<PAGE>   27

                                        /s/ Barbara M. Rugtiv
                                        ----------------------------------------
                                        BARBARA M. RUGTIV


                                        /s/ Richard L. Mani
                                        ----------------------------------------
                                        RICHARD L. MANI


                                        /s/ William H. Barnes
                                        ----------------------------------------
                                        WILLIAM H. BARNES


                                        /s/ Doris S. Barnes
                                        ----------------------------------------
                                        DORIS S. BARNES


                                        /s/ John K. Sutherland
                                        ----------------------------------------
                                        JOHN K. SUTHERLAND
                                        Trustee of The Sutherland Children's
                                        Trust


                                        /s/ Monica R. Salusky
                                        ----------------------------------------
                                        MONICA R. SALUSKY
                                        Trustee of The Sutherland Children's
                                        Trust


                                        /s/ Monica R. Salusky
                                        ----------------------------------------
                                        MONICA R. SALUSKY


                                        /s/ Donald A. Jacoby
                                        ----------------------------------------
                                        DONALD A. JACOBY


               Tenant:                  SUNQUEST SPC, INC.

                                        By: /s/ Jerry M. Walker
                                        ----------------------------------------
                                        President

                                        By: /s/ Phillip Rollins
                                        ----------------------------------------
                                        Secretary


                                      -27-
<PAGE>   28

                                                                          Page 1
                                                        Escrow No. 77072-C-8- CA


                            LEGAL DESCRIPTION EXHIBIT

A tract of land out of the J.M. Henderson Survey, situated in Arlington, Tarrant
County, Taxes, and more particularly described as follows:

Beginning at the southeast corner of a tract of land conveyed to Robert K.
Mercer et ux VeLMA, according to the deed recorded in Volume 3135, Page 408,
Deed Records of Tarrant County, Texas, said corner also being in the existing
northerly right-of-way line of Randol Mill Road, said point also being the point
of beginning.

Thence, North 00 degrees 00 minutes 42 seconds West, along the east line of the
said Mercer tract and along the east line of a tract of land conveyed to Peter
C. Janavaris et ux Mary, according to the deed recorded in Volume 3477, Page
224, Deed Records of Tarrant County, Texas, 370.55 feet to a fence post for
corner;

Thence, North 89 degrees 43 minutes 31 seconds East, along the south line of a
tract of land conveyed to William C. Bryant et ux Helen, according to the deed
recorded in Volume 2072, Page 340, Deed Records of Tarrant County, Texas, 229.73
feet to a fence post for corner;

Thence, South 00 degrees 00 minutes 02 seconds West, along the west line of a
tract of land conveyed to Doyle V. Barcroft et ux Doris E., according to the
deed recorded in Volume 3347, Page 333, Deed Records of Tarrant County, Texas,
371.65 feet to an iron rod for corner, said iron rod also being in the existing
northerly right-of-way line of Randol Mill Road;

Thence, West, along the existing northerly right-of-way line of Randol Mill
Road, 229.65 feet to the point of beginning.

The tract of land herein described contains 82,238 square feet or 1.9568 acres
of land, more or less.


                                      -28-