SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
      Schedule II. Valuation and Qualifying Accounts

<TABLE>
<CAPTION>

(In thousands)

______________________________________________________________

                   Balance     Costs                 Balance
                      at        and                  at End
                   Beginning   Expenses  Deductions    of
Description        of Period     (A)         (B)      Period
______________________________________________________________

<S>                 <C>         <C>         <C>        <C>

Year Ended
December 31, 2000
Allowance for
doubtful accounts   $4,648      $7,232      $2,852     $9,028

Year Ended
December 31, 1999
Allowance for
doubtful accounts   $3,774      $2,362      $1,488     $4,648

Year Ended
December 31, 1998
Allowance for
doubtful accounts   $1,040      $2,119      $ (615)    $3,774

(A) Amount due to acquisition of medical imaging businesses and
    related accounts receivable.
(B) Uncollectible accounts written-off, net recoveries and change
    in reserve.

</TABLE>

<PAGE>

                        Exhibit 10.16

                        OFFICE LEASE

     THIS LEASE by and between Nomura-Warner Center
Associates, L.P. ("Landlord") and Syncor International
Corporation, a Delaware corporation ("Tenant") is dated
October 19, 2000 for reference purposes only.

                       DEMISING CLAUSE

                         WITNESSETH:

     Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord, Suites 500 and 600 ("Premises")
outlined on the location plan attached hereto and marked
Exhibit "A", said Premises being situated on the FIFTH AND
SIXTH floors of that certain office building located at:
21300 Victory Boulevard, Woodland Hills, California
("Building"), together with a nonexclusive license to use in
common with other tenants in the Building and subject to the
Rules and Regulations ("Rules and Regulations" mean the
rules and regulations from time to time reasonably
established by Landlord for the Building pursuant to Article
30) the following areas, facilities, and equipment ("Common
Areas") appurtenant to the Premises.

     "Common Areas" mean those interior and exterior
portions of the Building and such other areas, facilities
and equipment from time to time serving the Building, in
each case which are designated by Landlord for the use and
benefit, in common with other entitled, of tenants and
occupants of the Building and/or their respective employees,
customers and invitees and/or members of the public, and
include, without limitation, any entrances and exits,
lobbies, elevators, stairways, corridors and passageways,
public washrooms, parking facilities, loading and unloading
areas, plazas, sidewalks and landscaped areas, walkways,
mechanical, electrical and telephone rooms, utility and
service facilities, electrical, mechanical, sprinkler, fire
detection and fire prevention and security equipment and
facilities, duct shafts, operating maintenance and storage
areas and service areas, equipment and facilities, all as
from time to time existing.

     Tenant acknowledges that the rent payable to Landlord
under this Lease includes sums attributable to the Tenant's
use of the Common Areas.  The parties agree the leasing is
upon and subject to the terms, covenants and conditions set
forth herein and Tenant and Landlord each covenants as a
material part of the consideration for this Lease to keep
and perform each and all the terms, covenants and conditions
by it to be kept and performed and that this Lease is made
upon the condition of such performance.

                          1.  TERM

     1.1  The Term of this Lease ("Term") shall be for
approximately SIX (6) YEARS AND TWO (2) MONTHS, subject to
adjustment as provided herein.  The Anticipated Commencement
Date shall be JANUARY 1, 2002.  The Termination Date shall
be February 28, 2007 unless the Term is terminated sooner as
hereinafter provided.  The Term of this Lease shall commence
on the "Commencement Date".  "Commencement Date" means the
first Monday of the week following the date upon which the
Tenant Improvements are Substantially Completed and Landlord
has secured final building inspection permits for the
Premises or the date upon which Tenant Improvements would
have been substantially completed and Landlord would have
secured final building inspection permits for the Premises
had "Tenant Delay" as defined in ARTICLE 57 hereto not taken
place.

     1.2  If Landlord constructs Tenant Improvements and
cannot deliver the Premises  on the anticipated Commencement
Date, this Lease shall not be void or voidable, except in
the event Landlord cannot deliver fully constructed Premises
within four (4) months of the latter of the approval of the
working drawings or approval of the bid for the Tenant
Improvements nor shall Landlord be liable to Tenant for any
loss or damage resulting from non delivery, but in that
event rental shall be waived for the period between the
anticipated Commencement Date and the time when Landlord
delivers the Premises to Tenant.  No delay in delivery of
the Premises shall extend the Term of this Lease.

     Notwithstanding anything to the contrary in the Lease,
Landlord shall deliver the Premises to Tenant, in the
conditions described in Article 12, not later than May 30,
2001 (the "Delivery Date"). If Landlord does not deliver the
Premises by the Delivery Date, Tenant may, at its option, by
notice to Landlord within thirty days after the Delivery
Date, terminate this Lease.  If Tenant gives such notice and
the Premises is not delivered within thirty (30) days
thereafter, this Lease shall terminate in which event the
parties shall be discharged from all further obligations
hereunder and Landlord shall return all monies paid and
documents delivered by Tenant to Landlord within five (5)
days after the termination and the Lease shall be of no
further force and effect.

     1.3  Tenant may elect to retain the general contractor
for the construction of the Tenant Improvements as stated in
Article 57. If Tenant makes this election to retain the
general contractor, then, notwithstanding anything to the
contrary, the Commencement Date for the term of this Lease
shall not be later than twelve (12) weeks after full
execution of this Lease, subject to any delays caused by
Landlord, not cured after written notice from Tenant.

         2.  NOTICE OF LEASE TERM COMMENCEMENT DATE

     2.  The Commencement Date shall be established by
Landlord in accordance with the provisions of Article 1 of
this Lease and shall be specified in a Notice of Lease Term
Commencement Date ("NLT") to be served upon Tenant after
Landlord delivers or tenders possession of the Premises to
Tenant.  Tenant shall execute such NLT acknowledging the
Commencement Date and the condition of the Premises on such
Commencement Date and return such NLT to Landlord within ten
(10) business days whereupon such NLT shall be attached to
this Lease and become a part hereof.  In the event Tenant
fails to execute and return such NLT within said ten (10)
day period, or fails to serve notice in writing upon
Landlord of Tenant's objection on the Commencement Date and
condition of the Premises as specified in such NLT within
said ten (10) day period, the Commencement Date and
condition of the Premises and other terms specified in the
NLT shall be conclusive between Landlord and Tenant.

                       3.  BASIC RENT

     3.1  Commencing upon the Commencement Date, and
thereafter during each year of the Term, Tenant shall pay to
Landlord "Basic Rent" in the amount of NINE HUNDRED FORTY
SEVEN THOUSAND THREE HUNDRED NINETY DOLLARS AND FORTY CENTS
$947,390.40), one-twelfth (1/12th) of which is equal to the
"Basic Monthly Rent" in the amount of SEVENTY EIGHT THOUSAND
NINE HUNDRED FORTY NINE DOLLARS AND TWENTY CENTS
$78,949.20), subject in each case to certain adjustments as
herein provided in the Rent Schedule below and to the
Rentable Square Feet of the Premises.  Except for the first
installment of Basic Monthly Rent, which is due on or before
the execution of this Lease, Basic Rent shall be payable in
monthly installments in advance on the first day of each
calendar month during the Term, provided that if the
Commencement Date is other than on the first day of a
calendar month, the installment of Basic Rent payable on the
Commencement Date for the fractional part of a calendar
month at the beginning of the Term shall be calculated at a
rate per day of one-thirtieth (1/30) of the initial Basic
Monthly Rent.
<TABLE>
<CAPTION>
                        RENT SCHEDULE
  <S>           <C>            <C>            <C>
  LEASE MO.     MONTHLY RENT   MONTHLY RENT   ANNUAL RENT
                  PER RSF

    1 - 24         $2.20        $78,949.20    $947,390.40

   25 - 48         $2.25        $80,743.50    $968,922.00

49 - 2/28/2007     $2.35        $84,332.10   $1,011,985.20
</TABLE>

     3.2  Tenant shall pay to Landlord, in addition to Basic
Rent, all other amounts which shall become due and payable
hereunder by Tenant to Landlord (including, without
limitation, the payments by Tenant of Tax Rent and Expense
Rent pursuant to Articles 4 and 5 hereof) and any and all of
such other amounts so payable ("Additional Rent") shall be
deemed to be rent, receivable as such, and when in default
all remedies of Landlord on nonpayment of rent shall be
applicable thereto.  The obligation of Tenant to pay any of
the aforementioned amounts owing, accrued or unpaid at the
end of the Term shall survive the expiration or earlier
termination of this Lease.

     3.3  Said rentals shall be paid to Landlord, without
deduction or offset (except as specifically provided
herein), in lawful money of the United States of America,
which shall be legal tender at the time of payment, at the
office of Landlord or to such other person or at such other
place as Landlord may from time to time designate in
writing.

                        4.  TAX RENT

     4.1  For the purposes of this Article 4 and this Lease,
the following words and phrases shall have the meaning
indicated:

     (a)  "Property Taxes" mean all costs and expenses
          incurred by Landlord for real and personal
          property taxes, leasehold taxes in lieu thereof,
          and any assessments upon the Building and the
          Common Areas and all or any improvements therein,
          together with the land upon which they are located
          and taxes or assessments levied in lieu thereof,
          or in addition thereto, imposed by a governmental
          authority or agency; and any taxes resulting from
          a reassessment resulting from the determination by
          a court that any law, regulation, statute, or
          constitutional provision purporting to limit tax
          increases is invalid, either in whole or in part;
          and any non-progressive tax on or measured with
          respect to or by gross rentals received from the
          rental of space in the Building; and including any
          reasonable and customary actual out-of pocket
          expenses of Landlord in contesting any of the
          foregoing or the assessed valuation of the
          Building, the Common Areas and/or the land
          thereunder; but excluding any net income,
          franchise, capital stock, estate or inheritance
          taxes.
     (b)  "Tax Base" means Property Taxes for the
          calendar year 2001.
     (c)  "Tenant Tax Share" means 14.19%.
     (d)  "Comparison Year" means each successive
          calendar year of the Term after the
          calendar year 2001.

     4.2  Tenant shall pay to Landlord during each
Comparison Year of the Term, in the manner and at the times
herein provided, the Tenant Tax Share of the amount, if any,
by which the aggregate annual Property Taxes exceed the Tax
Base ("Tax Rent").  Should the Termination Date be other
than the last day of a Comparison Year, Tax Rent for such
year shall be prorated.

     4.3  Prior to the beginning of each Comparison Year
within the Term, or as soon thereafter as practical,
Landlord shall notify Tenant in writing of Landlord's
reasonable and good faith estimate of the aggregate amount
of Property Taxes for such Comparison Year together with the
amount, if any, of Tax Rent calculated using such estimate.
Tenant shall pay to Landlord such estimated Tax Rent during
such Comparison Year in equal monthly installments in
advance on the first day of each month.  In the event that
Landlord's notification is received by Tenant after the
commencement of such Comparison Year, the first monthly
payment of Tax Rent shall also include any Tax Rent payable
for the period from the commencement of such Comparison Year
until such first monthly payment.  As soon as practical
after the end of each Comparison Year of the Term, Landlord
shall notify Tenant of its determination of the aggregate
Property Taxes incurred for such just prior Comparison Year.
If on the basis of such determination for, and respecting,
such just prior Comparison Year (i) Tenant has underpaid its
Tax Rent, Tenant shall, within thirty (30) days, pay to
Landlord the full amount of such deficiency, or (ii) Tenant
has overpaid its Tax Rent, Landlord shall credit the full
amount of such overpayment towards the next Rent due from
Tenant.

     4.4  Notwithstanding anything otherwise contained in
this Lease, the calculation and payment of either and both
of Basic Rent and Expense Rent under Articles 3 and 5 hereof
are separate and distinct from, and shall not in any way be
affected by, the calculation and payment of Tax Rent under
Article 4.

     In the event the current ownership sells or otherwise
transfers the Building during the initial Term of the Lease,
Tenant shall be liable for its proportionate share of fifty
percent (50%) of any resulting "Proposition 13" tax
increases.

                      5.  EXPENSE RENT

     5.1  For the purposes of this Article 5 and this Lease,
the following words and phrases shall have the meaning
indicated:

     (a)  "Operating Expenses" mean all the costs and
          expenses, exclusive of real estate brokerage
          commissions, incurred by or on behalf of Landlord,
          without offset for any revenue derived, from any
          source whatsoever, by or on behalf of Landlord, in
          the operation, maintenance, repair, improvement,
          management and administration of the Building and
          Common Areas, calculated as though the Building
          was ninety-five percent (95%) occupied and as
          though all building services had been provided to
          all such occupants (whether or not so occupied),
          including the following by way of illustration but
          not limitation: wages, salaries, benefits, payroll
          taxes and similar governmental charges, and all
          other direct costs of personnel performing
          services rendered, whether or not situated in the
          Building, to the extent such personnel render
          services to or for the Building, including
          Building managers, their assistants and Landlord's
          clerical and accounting staff; utilities;
          janitorial, mechanical, security, landscaping,
          elevator, waste disposal and alarm maintenance and
          services; parking facility operation, maintenance
          and management; labor; lighting; air-conditioning;
          heating; ventilating; water and sewage charges;
          supplies; materials; tools; equipment; uniforms;
          operation, maintenance and repair of systems and
          facilities; structural and non-structural repair;
          modification, addition, improvement or capital
          improvement (the costs to be amortized over the
          useful life of the capital improvement, plus
          interest at the rate set forth in Article 38) to
          the Building, Common Areas and/or the machinery,
          equipment and facilities thereof either (i)
          required by directive of a governmental or
          regulatory entity, or (ii) made by or on behalf of
          Landlord and intended to reduce the cost of other
          Operating Expenses; rent, gross receipts, business
          or similar taxes assessed (if not part of Property
          Taxes); insurance costs required or deemed
          necessary by Landlord in connection with ownership
          or operation of the Building; enumeration, fees
          and other expenses of professional persons and
          companies to the extent engaged in management or
          operational services; the expenses of maintaining
          a Building management office not to exceed 2,000
          rentable square feet including, but not limited
          to, a sum equivalent to rent which Landlord would
          have received had Landlord leased such Premises at
          the scheduled rate in the Building during the
          year; and a management fee.  Such management fee
          shall not exceed the percentage charged by
          independent property management companies for
          similar buildings in the area.

          LANDLORD, AT ITS SOLE COST AND EXPENSE AND NOT AS
          PART OF OPERATING EXPENSES, SHALL CLEAN THE
          PREMISES PRIOR TO AND IMMEDIATELY FOLLOWING
          TENANT'S MOVE IN TO THE PREMISES.

     (b)  "Expense Base" means the Operating
          Expense for the calendar year 2001.

     (c)  "Tenant Expense Share" means 14.19%.

     (d)  "Comparison Year" means each successive
          calendar year of the Term after the
          calendar year 2001.

     5.2  Tenant shall pay to Landlord during each
Comparison Year of the Term, in the manner and at the times
herein provided, the Tenant Expense Share of the amount, if
any, by which the aggregate annual Operating Expenses exceed
the Expense Base ("Expense Rent").  Should the Termination
Date be other than the last day of a Comparison Year,
Expense Rent for such year shall be prorated.  Prior to the
beginning of each Comparison Year within the Term, or as
soon thereafter as practical, Landlord shall notify Tenant
in writing of Landlord's reasonable and good faith estimate
of the aggregate amount of Operating Expenses for such
Comparison Year together with the amount, if any, of Expense
Rent calculated using such estimate.  Tenant shall pay to
Landlord such estimated Expense Rent during such Comparison
Year in equal monthly installments in advance on the first
day of each month.  In the event that Landlord's
notification is received by Tenant after the commencement of
such Comparison Year, the first monthly payment of Expense
Rent shall be due no sooner than thirty (30) days after the
Landlord's notification but shall also include any Expense
Rent payable for the period from the commencement of such
Comparison Year until such first monthly payment.  As soon
as practical after the end of each Comparison Year of the
Term, Landlord shall notify Tenant of the aggregate
Operating Expenses incurred for such just prior Comparison
Year.  If for, and respecting, such just prior Comparison
Year (i) Tenant has underpaid its Expense Rent, Tenant shall
forthwith pay to Landlord the full amount of such
deficiency, or (ii) Tenant has overpaid its Expense Rent,
Landlord shall refund the full amount of such overpayment if
such overpayment is greater than $2,000.00 or credit the
full amount towards the next Rent due from Tenant if such
overpayment is $2,000.00 or less.

     5.3  Notwithstanding anything otherwise contained in
this Lease, the calculation and payment of either and both
of Basic Rent and Tax Rent under Articles 3 and 4 hereof are
separate and distinct from, and shall not in any way be
affected by, the calculation and payment of Expense Rent
under this Article 5.

     5.4       Audit of Expense Rent.  If Tenant disputes
the calculation by the Landlord of the Expense Base, Tenant
and its authorized representative may examine, inspect,
audit and copy the records of the Landlord concerning the
Expense Base, at Tenant's expense, at Landlord's office
during normal business hours within one hundred twenty (120)
days of Tenant's receipt of Landlord's statement informing
Tenant of the Expense Base. Except in the event of fraud,
unless a claim is submitted to Landlord within such one
hundred twenty (120) day period, Landlord's determination of
the Expense Base shall be considered as final and accepted
by Tenant and Tenant waives any and all rights to object to
the calculations or amounts contained in the Expense Base.
If Tenant disputes the calculation by the Landlord of the
Expense Rent in a Comparison Year, Tenant and its authorized
representative may examine, inspect, audit and copy the
records of the Landlord concerning the Comparison Year in
question, at Tenant's expense, at Landlord's office during
normal business hours within one hundred twenty (120) days
of Tenant's receipt of Landlord's statement informing Tenant
of the Operating Expenses for the Comparison Year.  In the
event Tenant audits a Comparison Year, Tenant does not have
the right to audit the Expense Base. Unless a claim is
submitted to Landlord within such one hundred twenty (120)
day period, Landlord's determination of the Operating
Expenses for the Comparison Year shall be considered as
final and accepted by Tenant and Tenant waives any and all
rights to object to the calculations or amounts contained in
the Comparison Year. In the event of Landlord error of five
percent (5%) or more, Landlord shall pay costs of audit and
credit Tenant overpayment.

            5.5  EXCLUSIONS FROM OPERATING COSTS

     Notwithstanding anything to the contrary contained in
Article 5.1(a), the following shall be excluded from
Operating Expenses:

     (a) Costs incurred in connection with the original
     construction of the Building or in connection with any
     major change in the Building, such as adding or
     deleting floors;

     (b) Costs of alterations or improvements to the
     Premises or the premises of other tenants;

     (c) Depreciation, interest and principal payments on
     mortgages, and other debt costs, if any;

     (d) Costs of correcting major and/or latent defects in
     or significant design error relating to the initial
     design or construction of the Building or any
     subsequent improvements;

     (e) Legal fees, space planners' fees and advertising
     expenses, and brokerage fees incurred in connection
     with the original development or subsequent improvement
     or original leasing of the Building or future leasing
     of the Building;

     (f) Costs for which the Landlord is reimbursed by any
     tenant or occupant of the Building or by insurance by
     its carrier or any tenant's carrier or by anyone else,
     excluding any deductible;

     (g) Any bad debt loss, rent loss, or reserves for bad
     debts or rent loss:

     (h) Costs associated with the operation of the business
     of the partnership or entity which constitutes the
     Landlord, as the same are distinguished from the costs
     of operation of the Building, including partnership
     accounting and legal matters, costs of defending any
     lawsuits with any mortgagee (except as the actions of
     the Tenant may be in issue), costs of selling,
     syndicating, financing, mortgaging or hypothecating any
     of the Landlord's interest in the Building, costs
     (including attorneys' fees and costs of settlement
     judgments and payments in lieu thereof) arising from
     claims, disputes or potential disputes in connection
     with potential or actual claims, litigation or
     arbitrations unrelated to the operation of the Common
     Areas of the Building;

     (i) The wages and benefits of any employee to the
     extent they do not relate to time devoted to the
     Building;

     (j) Fines, penalties, and interest on late payments;

     (k) Amount paid as ground rental;

     (l) Costs incurred by the Landlord with respect to
     goods and services (including utilities sold and
     supplied to tenants and occupants of the Building) to
     the extent that the Landlord would be entitled to
     reimbursement for such costs if such goods or services
     are provided to the Tenant pursuant to this Lease;

     (m) Costs, including permit, license and inspection
     costs, incurred with respect to the installation of
     tenant improvements made for new tenants in the
     Building or incurred in renovating or otherwise
     improving, decorating, painting or redecorating vacant
     space for tenants or other occupants of the Building
     (excluding, however, such costs relating to any common
     areas of the Building or parking facilities);

     (n) Overhead and profit increment paid to the Landlord
     or to subsidiaries or affiliates of the Landlord for
     services in the Building to the extent the same exceeds
     the costs of such services rendered by qualified, first
     class, unaffiliated third parties on a competitive
     basis;

     (o) Electric power costs for which any tenant directly
     contracts with the local public service company;

     (p) Costs arising from the Landlord's political or
     charitable contributions;

     (q) Tax penalties incurred as a result of the
     Landlord's negligence, inability or unwillingness to
     make payments when due;

     (r) The Landlord's general corporate overhead and
     general and administrative expenses provided, however,
     nothing herein should be deemed to prohibit the
     Landlord from charging a reasonable management fee
     computed in accordance with industry custom and
     otherwise subject to the limitations herein or for a
     management office. Such fee is not to be in excess of a
     fee that would be charged by an independent management
     company not involved in brokerage or leasing activities
     for the Building;

     (s) Costs (including attorney's fees) incurred by the
     Landlord due to violation by Landlord or any tenant of
     the terms and conditions of any lease of space in the
     Building;

     (t) Costs to repair or rebuild after casualty loss,
     excluding any deductible;

     (u) Earthquake insurance premiums if such insurance is
     not carried during the base year or at Landlord's
     option, unless there is an adjustment to the Expense
     Base to add the amount that such earthquake insurance
     would have cost during 2001.

     (v) Any amounts grossed-up which do not vary with
     occupancy (exclusions will be deducted prior to
     gross-up, and gross-up will not result in reimbursement
     of more than 100% of expenses);

     (w) INTENTIONALLY DELETED;

     (x) The cost of insurance on leasehold improvements to
     the premises of tenants of the Project (unless the cost
     of such insurance on Tenant's leasehold improvements is
     also included within Operating Expenses), or any cost
     or expense for which insurance reimbursement would be
     available but for the decision of Landlord to maintain
     a deductible from coverage or not make or pursue a
     valid claim thereon;

     (y) Rent for space occupied as a management office to
     the extent such rent exceeds the fair market rental for
     such space or to the extent the space utilized therefor
     materially exceeds the average space so utilized by
     comparable buildings;

     (z) Any cost, expense or charge incurred during the
     Lease term which in the nature of a cost, expense or
     charge incurred during the Base Year but not included
     therein as an Operating Expense (unless the cost,
     expense or charge is imputed to have been included in
     Common Area Operating Expenses for the Base Year so
     that the Operating Expense for such Base Year is
     appropriately adjusted);

     (aa) Costs, for sculpture, paintings, fountains or
     other objects of art, exceeding the standards of
     comparable buildings.;


     (ab) INTENTIONALLY DELETED

     (ac) Fees and payments arising under any recorded
     easements or "CC&Rs" or similar instruments;

     (ad) All compensation to executives, officers or
     partners of Landlord or to persons who are executives
     or officers of partners of Landlord or to any other
     person at or above the level of building manager, other
     than the building manager of the Building;

     (ae) Liability covered by insurance carried by Landlord
     the premiums for which are included in Operating
     Expenses, or which would have been covered by insurance
     otherwise required to be carried by Landlord under this
     Lease but for failure to insure as a result of
     Landlord's intentional acts or omissions or negligence
     (but not as a result of commercial impracticability of
     obtaining such insurance);

     (af) The expense of extraordinary service provided to
     other tenants in the Building which are made available
     to the tenant at cost or for which the tenant is
     separately charged and collected;

     (ag) Any Operating Costs in connection with the ground
     floor and mezzanine levels, or any other floor in the
     Building devoted to retail operation unless an
     acceptable allocation is agreed upon between Landlord
     and Tenant;

     (ah) Expenses in connection with services or other
     benefits which are not offered and/or provided to the
     Tenant or for which the Tenant is charged directly but
     which are provided to another tenant or occupant of the
     Building without a separate charge;

     (ai) INTENTIONALLY DELETED

     (aj) Rentals and other related expenses incurred in
     leasing air conditioning systems, elevators or other
     equipment ordinarily considered to be of a capital
     nature if purchased, except equipment not affixed to
     the Building which is used in providing janitorial or
     similar services and, further excepting from this
     exclusion such equipment rented or leased to remedy or
     ameliorate an emergency condition in the Building;

     (ak) INTENTIONALLY DELETED

     (am) Fees and reimbursements payable to Landlord
     (including its affiliates) in excess of the cost for
     managing the Building equal to the lower of: (a) one
     hundred percent (100%) of an arms length management
     fee, i.e. the management fee that Landlord would have
     been required to pay to comparable independent
     established management companies operating in other
     comparable Buildings in an arm's length transaction,
     with no discount relating to such companies being given
     a listing agreement with respect to the Building, for
     the full range of management services provided by
     Landlord (and any management companies whose services
     were engaged by Landlord) to the Building for the
     applicable Fiscal Year at a level of quality equal to
     the highest quality management services then being
     offered in comparable Buildings); and (b) three percent
     (3%) of Landlord's gross revenues from the Building for
     such Fiscal year (exclusive of Landlord's management
     fee as provided for herein);

     (an) INTENTIONALLY DELETED;

     (ao) Any other expenses which, in accordance with
     generally accepted accounting principles, consistently
     applied, would not normally be treated as Occupancy
     Costs by landlords of comparable buildings; and to the
     extent that an expense is not specifically included or
     excluded as a component of Occupancy Costs pursuant to
     the Lease, whether such expenses shall be treated as
     Occupancy Costs shall be determined in accordance with
     generally accepted accounting principles, consistently
     applied; and to the extent that an expense is included
     as Occupancy Costs under the Lease, but a method for
     the treatment or calculation of such expense is not
     specifically set forth in the Lease, then the treatment
     and calculation of such expense shall be done in
     accordance with generally accepted accounting
     principles, consistently applied.

     (ap) Capital or ordinary expenditures required by
     Landlord's failure to comply with laws that were in
     effect on or before the date of the Lease, including
     all applicable building codes, any laws relating to
     seismic requirements ("Seismic Requirements"), the
     Americans With Disabilities Act ("ADA") and similar
     laws, and any local, state, or federal laws
     ("Environmental Laws") relating to the use, generation,
     manufacture, production, storage, release, discharge,
     disposal, or transportation of any substance, material,
     or waste characterized by any such laws as hazardous or
     toxic, including petroleum based products; Costs or
     correcting defects or design errors in the building.

     (aq) Taxes which can be paid in installments, except to
     the extent of the minimum installment payable during
     the period in question.

                    6.  SECURITY DEPOSIT

     6.1  Tenant shall deposit with Landlord on or before
the execution of this Lease the sum of $78,949.20 WHICH IS
AN AMOUNT EQUAL TO THE FIRST MONTH'S BASIC RENT, SUBJECT TO
ADJUSTMENT OF THE RENTABLE SQUARE FEET OF THE PREMISES
("Initial Security Deposit").  This sum, or as adjusted as
provided for herein ("Security Deposit"), shall be held by
Landlord as security for the faithful performance by Tenant
of all of the terms, covenants and conditions of this Lease
to be kept and performed by Tenant.   If any portion of the
Security Deposit is used or applied by Landlord in the event
Tenant defaults, beyond all applicable cure periods, in its
performance of this Lease, Tenant shall, upon ten days
notice, deposit cash with Landlord in an amount sufficient
to restore the Security Deposit to the amount held by
Landlord immediately prior to Landlord's use or application.
Landlord shall not be required to keep the Security Deposit
separate from its general funds, and Tenant shall not be
entitled to interest on the Security Deposit.  The Security
Deposit, or any balance thereof, shall be returned to Tenant
within thirty (30) days after Tenant vacates the Premises
and at the end of the Term , provided that Landlord may
retain the Security Deposit until such time as any amounts
due from Tenant under this Lease have been determined and
paid in full including, but not limited to, any sums due
pursuant to Articles 3, 4 and 5.

                           7.  USE

     7.1 Tenant shall use the Premises solely for general
office use.  Tenant shall not use or permit the Premises to
be used for any other purpose without the prior written
consent of Landlord which shall not be unreasonably
withheld, conditioned or delayed.  Tenant shall not use or
occupy the Premises in violation of law or of the
Certificate of Occupancy issued for the Building, and shall,
upon written notice from Landlord, discontinue any use of
the Premises which is declared by any governmental authority
having jurisdiction to be a violation of law or of said
Certificate of Occupancy.

     7.2 Tenant acknowledges and agrees that the use to
which Tenant is permitted to put the Premises, as set forth
above, is a material provision of this Lease.  Landlord
reserves the right, in its reasonable discretion, to
withhold its consent to any other use to which the Tenant or
Tenant's proposed assignee or subtenant may wish to put the
Premises.  Landlord retains the right, in its reasonable
discretion, to determine the type and proportion of business
within the Building so that it does not increase the burden
on the Building's services.  Any consent by Landlord to a
change of use by Tenant shall not be deemed a waiver of
Landlord's right to withhold its consent to any subsequent
proposed change of use.

     7.3 Tenant, at its expense, shall comply with all
certificates, rules, orders and regulations of public
authority including Federal, State, County and Municipal
authorities and with any direction of any public officer or
officers, including all provisions of the American
Disabilities Act which relate to or concern the Premises or
Tenant's use or occupancy thereof.

     7.4 Notwithstanding anything to the contrary in the
Lease, during the term of the Lease (and any extensions),
Landlord shall maintain the Building (excluding the
Premises), Building systems, common areas, and structural
elements of the Building but including the structural
elements of the Premises, if any,  in compliance with all
laws, rules, regulations, ordinances, directives, covenants,
easements and restrictions of record, building codes, and
the requirements of any applicable fire insurance
underwriter or rating bureau, now in effect or which may
hereafter come into effect, including, without limitations,
the Americans with Disabilities Act and laws regulating
hazardous material (collectively, "Laws").  The cost of such
compliance shall be governed by the terms of Article 5
(Operating Expenses).  Tenant shall, in respect to the
condition of the Premises and at Tenant's sole cost and
expense, comply with (a) all Laws relating the Premises
(excluding the structural elements of the Premises, if any);
and to (b) all building codes requiring modifications to the
Premises due to the improvements being made by Tenant in the
Premises.  It shall be Landlord's obligation to comply with
all applicable Laws relating to the Building in general,
without regard to specific use.

     7.5 Except as provided herein, Tenant shall not do or
permit to be done anything which will invalidate or increase
the cost of any fire, extended coverage or any other
insurance policy covering the Building and Common Area,
and/or property located therein, and/or the land upon which
the Building is located.  If Tenant does anything which will
increase the cost of any fire, extended coverage or any
other insurance policy covering the Building and Common
Area, and/or property located therein, and/or the land upon
which the Building is located, then Tenant shall pay for
such increase in costs.  Tenant shall comply with all rules,
orders, regulations and requirements of any insurance fire
rating bureau or any other organization performing a similar
function.  Tenant shall promptly upon demand reimburse
Landlord for any additional premium charged for such policy
to the extent such increase is caused by reason of Tenant's
failure to comply with the provisions of this Article.
Tenant shall not do or permit anything to be done in or
about the Premises which will in any way obstruct or
unreasonably interfere with the rights of other tenants or
occupants of the Building, or injure or annoy them, or use
or allow the Premises to be used for any unlawful purpose,
nor shall Tenant cause, maintain or permit any nuisance in,
on or about the Premises.  Tenant shall not commit or suffer
to be committed any waste in or upon the Premises.

                         8.  NOTICES

     8.1 Any notice required or permitted to be given
pursuant to the terms of this Lease must be in writing and
must be given either by personal delivery evidenced by a
signed written receipt therefor, or by certified or
registered mail evidenced by a signed written receipt
therefore.  Notice shall be given to Tenant at 6464 Canoga
Avenue, Woodland Hills, CA 91367, Attention: Legal Counsel.

          Notice shall be given to Landlord at:

          Nomura - Warner Center Associates, L.P.
          c/o Curtis Piper
          515 South Figueroa Street,
          Suite 920
          Los Angeles, California  90071

          Nomura - Warner Center Associates L.P.
          c/o Charles Dunn Company, Inc.
          21300 Victory Boulevard,
          Suite #270
          Woodland Hills,  CA  91367

     Either party may by written notice to the other specify
a different address for notice purposes.  In the event
Tenant or Landlord fails or refuses to accept certified or
registered mail, or refuses to execute a receipt for
personal delivery, the other party may serve notice upon the
party receiving notice by first class mail, postage prepaid,
at the address of the Premises.  Landlord and Tenant agree
that the purpose of the receipts for notice provided for in
this Article 8 is to eliminate, insofar as possible,
disputes concerning receipt of such notice, and further
agree that, except as set forth above, no other evidence of
such notice shall be competent or admissible in a court of
law or in any arbitration proceeding to prove such notice.
The term "notice" as used herein shall not include any
bills, invoices, rent statements or statement of any other
charges or sums due from Tenant to Landlord, nor shall it
include any notice required or permitted to be given
pursuant to any law or statute.  The acquiescence by
Landlord or Tenant, or the failure by Landlord or Tenant to
object, on one or more occasions, to some other or different
method of notice, shall not be deemed to be a waiver of the
requirements of this Article upon any other occasion, nor
shall the parties be estopped, by reason of any such
conduct, to insist upon strict compliance with the terms of
this Article.

     8.2 Notice shall be deemed effective at the time of
delivery if personally delivered.  If mailed, as provided in
this Article 8, notice shall be deemed effective, for all
purposes, forty-eight (48) hours after deposit in the mail,
properly addressed, postage prepaid.

                         9.  BROKERS

     9. Tenant warrants to Landlord that no broker, agent or
finder was instrumental in negotiating or consummating this
Lease, excepting only CHARLES DUNN COMPANY, INC. and Julien
J. Studley, Inc.  that Tenant knows of no other real estate
broker, agent, finder, person or entity ("Broker") who is,
or might be, entitled to a commission or compensation in
connection with the execution of this Lease.  Any Broker
that Tenant has failed to disclose herein shall be paid by
Tenant.  Any Broker that Landlord has failed to disclose
shall be paid by Landlord.  Landlord shall pay the
commission due to JULIEN J. STUDLEY, INC.  and CHARLES DUNN
COMPANY, INC. under a separate agreement.  Both parties
shall hold each other harmless from all damages and
indemnify the other party for all costs and expenses,
including attorneys' fees, resulting from any claims that
may be asserted against either party by any Broker not
disclosed herein and who claims a right to compensation
through either party.

            10.  HOLDING OVER; LIQUIDATED DAMAGES

     10.1 If Tenant holds over after the Term, with the
prior written consent of Landlord, Tenant shall become a
tenant from month to month, upon the same terms, conditions
and covenants contained in this Lease, except that Tenant
agrees to pay to Landlord a monthly rent equal to one
hundred twenty-five  percent (125%) of the basic rent
payable by Tenant to Landlord, including Basic Monthly Rent
and Additional Rent for the last month of the Term.
Landlord's consent to such holding over, and acceptance by
Landlord of rent, after expiration or earlier termination of
this Lease, shall not result in a renewal or extension
thereof.

     10.2 If Tenant holds over after the Term, without the
prior written consent of Landlord, Tenant shall become a
tenant at sufferance only, and agrees to perform each and
every term, condition and covenant of this Lease for such
period of holding over, except as Tenant's covenant to pay
rent is modified as hereinafter set forth.  Tenant
acknowledges that Tenant's failure to surrender possession
of the Premises at the end of the Term will cause actual
damage to Landlord which is impractical or extremely
difficult to ascertain, including, by way of specification
but not of limitation, possible increases in the cost of
tenant improvements for prospective tenants of the Premises
as well as liability to a new tenant of the Premises on
account of the Landlord's inability to deliver timely
possession.  Tenant agrees that the damage, which would
otherwise be measured by the reasonable rental value of the
Premises for the time of the unlawful holding over, shall be
liquidated in an amount equal to one hundred fifty percent
(150%) of the Basic Rent, including Basic Monthly Rent and
Additional Rent, payable by Tenant to Landlord for the last
month of the Term for each month, or portion thereof, the
Tenant unlawfully holds over.

     10.3 The foregoing provisions of this Article are in
addition to any other rights of Landlord hereunder, or as
otherwise provided by law, including, but not limited to,
the right to bring an action for unlawful detainer.

               11.  TAXES ON TENANT'S PROPERTY

     11. Tenant shall be liable for and shall pay, not less
than ten (10) days before delinquency, taxes levied against
any personal property or trade fixtures placed by Tenant in
or about the Premises.  If the Tenant's improvements in the
Premises, whether installed and/or paid for by Landlord or
Tenant, and whether or not affixed to the real property so
as to become a part thereof, are assessed for real property
tax purposes at a valuation higher than the valuation at
which Tenant's improvements conforming to Landlord's
building standards in other space in the Building are
assessed, then the real property taxes and assessments
levied against Landlord or the property, by reason of such
excess valuation, shall be deemed to be taxes levied against
the personal property or trade fixtures of Tenant and Tenant
shall pay to Landlord all such taxes so levied upon demand
of Landlord.  If the records of the County Assessor are
available and sufficiently detailed to serve as a basis for
determining whether said Tenant's improvements are assessed
at a higher valuation than Landlord's building standards,
such records shall be binding on Landlord and Tenant.  If
the records of the County Assessor are not available or
sufficiently detailed to serve as a basis for making said
determination, the actual cost of construction shall be
used.  In the event Tenant fails to pay any tax, as provided
for herein after ten (10) days prior written notice to cure,
Landlord may pay such tax on behalf of Tenant, and the
amount of tax so paid by Landlord shall constitute
Additional Rent due Landlord upon demand.

                 12.  CONDITION OF PREMISES

     12.1 Tenant acknowledges that neither Landlord nor any
agent of Landlord has made any representation or warranty
with respect to the Premises or the Building, or with
respect to the suitability of either for the conduct of
Tenant's business, and Tenant accepts same in AS IS, WHERE
IS and WITH ALL FAULTS condition.

     Notwithstanding anything to the contrary in the Lease,
Landlord shall deliver the Premises to Tenant clean and free
of debris and represents and warrants to Tenant that the
existing structure (including without limitation the roof,
foundations, exterior walls), and all building systems
(including without limitation, the plumbing, electrical,
ventilating, air conditioning, heating, and loading doors,
if any) shall be (a) in good operating condition; (b) free
of all Hazardous Substances, as defined below, including,
but not limited to any asbestos containing material (whether
or not friable) ("ACM") or any lead-containing paint.  If a
breach of the representation and warranty contained in this
Article is discovered at any time during the Term, Landlord
shall, promptly after receipt of written notice from Tenant
setting forth a description of such non-compliance, rectify
same at Landlord's expense.

     12.2 If Landlord has obligated itself to perform work
in or about the Premises, Tenant shall give Landlord written
notice of any claimed deficiencies (excluding latent
defects) in such work within thirty (30) days of the
Commencement Date and, providing Landlord does not dispute
Tenant's contentions, as set forth in the said notice,
Landlord shall, within thirty (30) days after Landlord's
inspection of the Premises, begin any corrective work
required and diligently pursue to completion.  Tenant shall
not be entitled to any rent abatement or offset on account
of any interference with Tenant's business caused by such
work, but Tenant does not waive any other right or remedy.
If Tenant fails to give such notice to Landlord within said
time, Tenant shall be deemed, for all purposes, to have
accepted the Landlord's work as completed in accordance with
Landlord's obligations, excluding latent defects.

     12.3 Notwithstanding the foregoing, Landlord
warrants that to the best of Landlord's knowledge that the
Project has no known deficiencies with the American with
Disabilities Act (the "ADA"). However, Landlord has not
completed a survey.  The initial Tenant Improvements shall
comply with ADA.  Tenant shall be responsible for ADA
requirements within the Premises as of the Commencement
Date.  Any costs incurred by Landlord related to
modifications to the Project as a result of ADA requirements
shall not be included as Operating Expenses.

                      13.  ALTERATIONS

     13.1 Tenant shall not make any alterations, additions
or improvements in or to the Premises without Landlord's
prior written consent, which shall not be unreasonably
withheld conditioned or delayed, and then only by licensed
contractors approved by Landlord which shall not be
unreasonably withheld, conditioned or delayed.  As a
condition of such consent, Landlord reserves the right to
require Tenant to submit working drawings and specifications
for any proposed material alterations, decorations,
additions or improvements, together with Tenant's budgeted
costs therefor.  Tenant agrees not to install or construct
any improvements or create other obstructions which might
unreasonably interfere with Landlord's free access to, or
use of, the Common Areas.  All work, to be done by Tenant,
shall be done at such times, and in such manner, as Landlord
may reasonably designate.  Tenant covenants and agrees that
all work done by Tenant shall be performed in full
compliance with all laws, rules and/or directives of any
governmental or regulatory entity.  Before commencing any
work, Tenant shall supply Landlord with copies of all
required permits and approvals, and Tenant shall further
give Landlord at least ten (10) days prior written notice of
the proposed commencement of such work and in the event the
costs of such work exceed $50,000 shall secure, at Tenant's
expense, a lien and completion bond reasonably satisfactory
to Landlord. Tenant shall also supply Landlord with evidence
that Tenant's contractors and subcontractors have course of
construction, products liability, completed operations,
workers' compensation and public liability insurance in
amounts reasonably satisfactory to Landlord.  Landlord shall
be named as an additional insured in all such policies.

     13.2 All alterations, decorations, additions or
improvements upon the Premises and paid for by Landlord
("Additions"), made by either party, including, without
limiting the generality of the foregoing, all wall
coverings, drapes, built-in cabinet work paid for by
Landlord, paneling and the like, shall, unless Landlord
elects otherwise, and so informs Tenant at time of consent,
become the property of Landlord at the expiration of the
Term and shall be surrendered with the Premises, except that
Landlord may require Tenant to remove all such Additions and
Tenant shall repair or, at Landlord's option, pay Landlord
all costs arising from such removal.  Notwithstanding
anything to the contrary in the Lease, Tenant shall retain
ownership of and Landlord hereby waives, releases and
relinquishes any statutory, common law or constitutional
lien it may have or at any time hereafter be entitled to
assert against Tenant's personal property, including,
without limitation, Tenant's machinery, equipment,
furniture, trade fixtures and other items brought to or
installed in the Premises by Tenant which can be removed
without causing irreparable damage to the Premises
(collectively referred to herein as "Tenant's Property").

Any Additions in or to the Premises by Tenant not in
compliance with the provisions of Article 13.1 shall, upon
notice from Landlord, be immediately removed by Tenant and
the Premises restored to its original condition at Tenant's
expense.  Upon Tenant's failure to restore the Premises, as
hereinabove provided, Tenant agrees to pay Landlord, upon
demand, all expenses incurred by Landlord in such
restoration, together with an administrative fee of ten
percent (10%) of such expenses.

     13.3 Tenant Property shall be and remain the property
of Tenant and may be removed by Tenant at any time during
the Term.  If Tenant shall fail to remove all of its effects
from said Premises upon termination of this Lease for any
cause whatsoever, Landlord may, at its option, remove the
same as provided in Civil Code Sections 1980 et seq., and
Tenant agrees to pay Landlord, upon demand, any and all
expenses and costs recoverable by Landlord pursuant to said
Code Sections.  In addition to such costs and expenses,
Tenant agrees to pay all attorneys' fees and court costs
incurred by Landlord in removing and disposing of the
effects.

     13.4  All work performed by Tenant, excluding cabinetry
and wall coverings, pursuant to Article 13 shall be
supervised by Landlord.  Tenant shall pay, forthwith upon
receipt of Landlord's invoice, as Additional Rent, all
expenses pertaining to such supervision, including the
examination by Landlord's architect, engineer, and any other
consultant of the drawings and specifications of such work,
and in addition Landlord's fee in the amount of five percent
(5%) of the cost of such work.

                      14.  REPAIRS

     14.1 Except as otherwise provided in Article 14.2,
Tenant shall, at Tenant's expense, keep the non-structural
portions of the Premises in good condition and repair,
including the maintenance, cleaning and repair of all
interior glass panels and partitions.  Landlord shall have
no obligation to alter, remodel, improve, repair, decorate
or paint the Premises, except as set forth in this Lease.
Tenant shall, subject to the provisions of Article 13.3,
upon the expiration of the Term, surrender the Premises to
Landlord in the same condition as received, ordinary wear
and tear and casualty damage excepted.  At the expiration of
the Term, Tenant shall remove all trash and rubbish from the
Premises and return the Premises in broom clean condition.

     14.2 Notwithstanding anything to the contrary contained
in Article 14.1, and subject to Article 14.3, and Tenant's
obligation to pay Expense Rent pursuant to Article 5,
Landlord shall repair and maintain the common areas, the
structural portions of the Building and the structural
portion of the Premises, if any, and all building systems,
including the basic plumbing, air conditioning and
electrical systems installed or furnished by Landlord.  To
the extent such maintenance and repair is necessitated  by
the act, neglect, fault of or omission of any duty by
Tenant, its agents, servants, employees, licensees, or
invitees, Tenant shall pay to Landlord, upon receipt of
written notice thereof, the reasonable cost of such
maintenance and repairs.  Landlord shall not be liable for
any failure to make any such repairs or to perform any
maintenance unless such failure shall persist for any
unreasonable time after written notice of the need of such
repairs or maintenance is given to Landlord by Tenant and
Landlord has not commenced to make the repair or perform the
maintenance within thirty (30) days.  Except as provided in
Article 21 hereof, and so long as Landlord is making
reasonable efforts to minimize interference, there shall be
no abatement of rent and no liability of Landlord by reason
of any injury to, or interference with, Tenant's business
arising from the making of any repairs, alterations or
improvements in or to any portion of the Building or the
Premises.  Tenant agrees that the Premises described herein
do not constitute a "Dwelling Unit" or "Dwelling" as the
term is used in California Civil Code Section 1940 et seq.

Notwithstanding anything to the contrary in the Lease,
Landlord shall perform all such repair and maintenance
required to be performed by Landlord within thirty (30) days
after receipt of written notice from Tenant describing the
need for such work, unless the defect constitutes an
emergency, in which case Landlord shall cure the defect as
quickly as possible.  Notwithstanding anything to the
contrary contained in this Lease, if Landlord shall fail to
perform any of the terms, provisions, covenants or
conditions to be performed or complied with by Landlord
pursuant to this Lease after expiration of all applicable
notice and cure periods for Landlord's and any mortgagee's
benefit as set forth in the Lease, then Tenant may, at
Tenant's option without any obligation to do so, after
delivery of an additional written notice to Landlord,
perform any such term, provision, covenant, or condition.
If Tenant so performs any of Landlord's obligations
hereunder, the amount of the reasonable and actual cost and
expense incurred by Tenant shall immediately be owing by
Landlord to Tenant, and Landlord shall promptly pay to
Tenant upon demand the a reasonable undisputed amount
thereof with interest thereon from the date of payment at
the greater of (i) ten percent (10%) per annum, or (ii) the
highest rate permitted by applicable law.

     14.3 Notwithstanding anything to the contrary contained
in Articles 14.1 and 14.2, Tenant shall maintain and repair,
at its expense, all lavatory (except lavatories outside the
Premises), shower, toilet, wash basin and kitchen facilities
and heating and air conditioning systems fully contained in
the Premises, including all plumbing and electrical
connections.  The provisions of this Article 14.3 shall not
apply to the basic plumbing, heating and air conditioning
systems provided by Landlord to all tenants of the Building.

                        15.  LIENS

     15. Tenant shall keep the Premises, the Building and
the land upon which the Building is situated, free from any
liens arising out of any work performed, materials furnished
or obligations incurred by, or on behalf of Tenant.  In the
event that any mechanic's lien is recorded for work claimed
to have been done for, or on behalf of, or for materials
claimed to have been furnished to Tenant, Tenant agrees to
discharge such mechanic's lien, by bond or otherwise, on
thirty (30) days notice from Landlord, at Tenant's expense.
In the event Tenant fails to perform the provisions of this
Article, Landlord may discharge any such lien and Tenant
shall pay to Landlord, as Additional Rent, all sums paid by
Landlord, including attorneys' fees, to remove such lien or
liens.

                   16.  ENTRY BY LANDLORD

     16.  Landlord shall at all times have the right to enter
the Premises, at reasonable times and with reasonable notice
to Tenant (which shall in no event be less than 24 hour hours
notice) except in case of emergency, to inspect the same,
supply janitorial and other services to be provided by
Landlord, submit the Premises to prospective purchasers or
tenants (during the last 6 months of the Term), post notices
of non-responsibility, alter, improve or repair the Premises,
or any portion of the Building, without being deemed guilty of
any eviction of Tenant and without abatement of rent, and may,
for that purpose, erect all necessary structures, where reasonably
required by the character of the work to be performed, providing
that the business of Tenant shall be interfered with as little as
is reasonably practical.  Tenant hereby waives any claim for
damages for injury to, or interference with, Tenant's business,
loss of occupancy or quiet enjoyment of the Premises, and any
other loss occasioned by such entry or work except as caused by
Landlord's negligence or willful misconduct, so long as Landlord
is making reasonable efforts to minimize interference. Landlord
shall at all times have a key with which to unlock all of the
doors, in, upon and about the Premises, excluding Tenant's
vaults and safes, and Landlord shall have the right to use
any means which Landlord may deem proper to open said doors
in an emergency in order to obtain entry to the Premises.
If Tenant changes locks on any doors, without Landlord's
prior written consent, Landlord shall have the right to
change, remove and/or replace such locks and repair or
restore any damage and Tenant agrees to pay Landlord, upon
demand, all reasonable expenses incurred in accomplishing
the foregoing.  Entry to the Premises obtained by Landlord
by said means, or for said purposes, or otherwise, shall,
under no circumstances, be construed to be forcible or
unlawful entry into, or a detainer of, the Premises, or an
eviction of Tenant from the Premises, and any damages caused
on account thereof shall be paid by Tenant.  Except as
otherwise expressly set forth, no provision of the Lease
shall be construed as obligating Landlord to perform any
repairs, alterations or decorations.

               17.  UTILITIES AND SERVICES

     17.  Landlord agrees to furnish to the Premises at all
times, subject to any governmental restriction, requirement
or standard relating thereto or in case of emergency,
reasonable quantities of electric current for building
standard lighting and receptacles, water for lavatory and
drinking purposes, and elevator services by non-attended
automatic elevators.  During Business Hours, Landlord shall
provide heating and air conditioning as required to
reasonably deliver comfortable occupancy temperatures as
compared to competitive Warner Center area office buildings.
Business Hours mean the hours from 8:00 a.m. to 6:00 p.m.
Monday to Friday and 9:00 a.m. to 1:00 p.m. on Saturday,
exclusive of all statutory or legal holidays generally
recognized in the State of California, or such other
reasonable hours as Landlord may from time to time specify.
Janitorial and security services will be furnished by
Landlord to the extent and during such times as are standard
in Class "A" office buildings in the Woodland Hills,
California area.   Landlord shall not be liable for, and
Tenant shall not be entitled to, any abatement or reduction
of rent by reason of Landlord's failure to furnish any of
the foregoing, when such failure is caused by governmental
action, accident, breakage, repairs, strike, lockout, other
labor dispute, or other acts or  other causes beyond
Landlord's reasonable control.  If Tenant requires or
utilizes more water or electric power than Landlord is
required to provide hereinabove, or if Tenant requires HVAC
outside of Business Hours, or if Tenant has special water,
electric power, cooling or ventilation needs created in
certain areas by the use of devices or machines which
include, but are not limited to, , computers, high-power
consumption office equipment, or other similar devices,
Landlord may at its option require Tenant to pay, as
Additional Rent, the cost, as reasonably determined by
Landlord, incurred by such usage.  In addition, Landlord, at
Tenant's expense, may install separate meter(s) for the
Premises or separately meter such devices and machinery, and
Tenant thereafter shall pay all charges in excess of
building standard consumption of the utility providing the
service thereto.  High-power consumption office equipment is
defined as equipment which consumes power in excess of the
normal consumption of a Tenant in a Class "A" office
building in the Woodland Hills, California area.

          Notwithstanding anything to the contrary, Landlord
reserves the right to make reasonable and nondiscriminatory
modifications to the standards for utilities and services
noted hereinabove.

          Tenant shall have the right to abate its rent if
there is more than five (5) consecutive business days of
continuous disruption in utilities that are within the
control of Landlord, unless Landlord is making reasonable
efforts to restore or if there is more than five (5)
business days in any thirty (30) day period of continuous
disruption in utilities that are within the control of
Landlord, unless Landlord is making reasonable efforts to
restore.

          Tenant assumes all responsibility for the
protection of Tenant, its agents, and invitees, and the
property of Tenant and of Tenant's agents and invitees from
acts of third parties.  Nothing herein contained shall
prevent Landlord at Landlord's sole option from providing
security protection for the Building or any part thereof, in
which event the cost thereof shall be included within the
definition of Operating Expenses.

         18.   BANKRUPTCY AND INVOLUNTARY ASSIGNMENT

     18.1 No interest of Tenant in this Lease shall be
assignable by operation of law, including, without
limitation, the transfer of this Lease by will or intestacy.
Each of the following acts shall be considered an
involuntary assignment.


          (a)  If Tenant, or any guarantors of this Lease,
               shall become insolvent or file a petition under
               Chapter 7, 10, 11 or any other provision of the
               Bankruptcy Act, as now or hereafter in effect, or
               make an assignment for the benefit of creditors,
               or if the Tenant, or such guarantor be adjudicated
               a bankrupt in involuntary bankruptcy proceedings,
               and such adjudication shall not have been vacated
               within thirty (30) days from the date thereof;
          (b)  If a receiver or trustee be appointed of the
               Tenant's property, or that of any guarantor of
               this Lease, and the order appointing such receiver
               or trustee is not set aside or vacated within (30)
               days after the entry thereof;
          (c)  If a writ of attachment or execution is
               levied on this Lease, or upon the property of
               Tenant or any guarantor of this Lease, unless such
               writ of attachment or execution be removed within
               thirty (30) days after such levy;
          (d)  If this Lease shall otherwise by operation of
               law pass to any person or persons other than
               Tenant.

     18.2 The word "insolvent" as used herein shall mean
either (a) an inability on the part of a person or entity to
meet its obligations as they become due, or (b) that the
liabilities of a person or entity exceed its assets, or (c)
both.

     18.3 An involuntary assignment shall constitute a
default by Tenant and Landlord shall have the right to
terminate this lease, and, in the event of an involuntary
assignment, this Lease shall not be treated as an asset of
Tenant.  Landlord, in addition to all rights and remedies
allowed by law or equity, shall, upon such termination, be
entitled to recover damages in an amount equal to the then
present value of the rent reserved in this Lease for the
entire residue of the stated Term hereof, less the fair
rental value of the Premises for the residue of the stated
Term hereof, and neither Tenant nor any person claiming
through or under Tenant, or by virtue of any statute or
order of any court, shall be entitled to possession of the
Premises, but they shall forthwith surrender the Premises to
Landlord.  Nothing herein contained shall limit or prejudice
the right of Landlord to prove and obtain as damages, by
reason of such termination, an amount equal to the maximum
amount allowed by any statute or rule of law in effect at
the time when, and governing the proceeding in which, such
damages are to be proved, whether or not such amount be
greater, equal to or less than the amount of damages
recoverable under the provisions of this Article.

               19.  INDEMNIFICATION

     19.1 Except in the event of Landlord's negligence or
intentional misconduct, Tenant shall indemnify and hold
Landlord harmless against and from all claims arising from
Tenant's use of the Premises, the conduct of its business,
or from any activity, work, or thing done, permitted or
suffered by the Tenant, Tenant's agents, employees,
licensees or invitees, in or about the Premises, Common
Area, Building and parking facilities and Tenant shall
further indemnify and hold Landlord harmless against and
from all claims arising from any breach or default in the
performance of any obligation on Tenant's part to be
performed under this Lease, or arising from any act,
neglect, fault or omission of the Tenant, its agents or
employees, and from and against all costs, attorneys' fees,
expenses and liabilities incurred in or about such claims,
actions or proceedings brought thereon.  In case any actions
or proceedings are brought against Landlord by reason of any
such claims, Tenant, upon notice from the Landlord, shall
defend the same, at Tenant's expense, by counsel reasonably
satisfactory to Landlord.  Tenant, as a material part of the
consideration to Landlord, hereby assumes all risk of damage
to property or injury to persons in, on or about the
Premises, Common Areas, Building and parking facilities from
any cause whatsoever, except that which is caused by the
negligence or willful misconduct of Landlord, its agents,
servants, or employees, or other tenants or by the failure
of Landlord to observe any of the terms and conditions of
this Lease,, and Tenant hereby waives all claims in respect
thereof against Landlord except as specifically provided
otherwise in this Article 19.

     19.2 Tenant shall pay for, indemnify and hold Landlord
harmless from and against all damage to the Premises,
Building and Common Areas to the extent caused by Tenant,
its agents, servants, employees, licensees or invitees.  In
the event Landlord reasonable believes that Tenant, its
agents, servants, employees, licensees or invitees are
causing damage to the Premises, Building or Common Areas,
either singly or as a continuous course of conduct, Tenant
shall, upon Landlord's thirty (30) day written notice, take
all necessary action to prevent such damage, and Tenant's
failure to prevent such damage shall be a material breach of
this Lease.

     19.3 Landlord shall indemnify and hold Tenant harmless
against and from all claims arising from Landlord's use of
the Building, from any activity, work, or thing done,
permitted or suffered by the Landlord, Landlord's agents,
employees, licensees or invitees, in or about the Common
Area, Building and parking facilities and Landlord shall
further indemnify and hold Tenant harmless against and from
all claims arising from any breach or default in the
performance of any obligation on Landlord's part to be
performed under this Lease, or arising from any act,
neglect, fault or omission of the Landlord, its agents or
employees, and from and against all costs, attorneys' fees,
expenses and liabilities incurred in or about such claims,
actions or proceedings brought thereon.  In case any actions
or proceedings are brought against Tenant by reason of any
such claims, Landlord, upon notice from the Tenant,  shall
defend the same, at Landlord's expense, by counsel
reasonably satisfactory to Tenant.

            20.  DAMAGE TO TENANT'S PROPERTY

     20.  Notwithstanding any provisions of Article 19 to
the contrary, Landlord or its agents shall not be liable for
any damage to property of Tenant entrusted to employees of
the Building, or for loss of, or damage to, any such
property by theft, or otherwise, or for any injury or damage
to persons or property resulting from fire, explosion,
falling plaster, steam, gas, electricity, water or rain
which any leak from any part of the Building, or from the
pipes, appliances or plumbing works therein, or from the
roof, street or sub-surface, or from any other place, or
resulting from dampness or any other cause whatsoever not
caused by Landlord's willful misconduct or negligence or
breach of this Lease, and Tenant hereby releases Landlord
from any claim for such damage.  Neither Landlord nor its
agents shall be liable for interference with light or other
incorporeal hereditaments.  Tenant shall give prompt notice
to Landlord of fire or accidents in the Premises or
Building.

               21.  DAMAGE OR DESTRUCTION

     21.1 If the exterior of the Premises, the Building or
the Common Areas are damaged as a result of any cause other
than the negligence or fault of Tenant, its agents,
employees or invitees, then Landlord shall forthwith repair
the same, provided the extent of the destruction be less
than ten percent (10%) of the then full replacement value of
the Premises, the Building or the Common Areas. If the
destruction of the exterior of the Premises, the Building or
the Common Areas is to an extent greater than ten percent
(10%) of the then full replacement value, Landlord shall
then have the option either:  (a) to repair or restore such
damage, this Lease continuing in full force and effect and
the Tenant shall be entitled to a proportionate reduction of
rent while such repairs are being made, such reduction to be
based upon the extent to which the making of such repairs
shall substantially interfere with and prevent Tenant from
carrying on its business in the Premises during the time
such repairs are being made; but in no event shall Tenant's
proportionate reduction in rent exceed that portion of the
amount which Landlord receives from its insurance carrier
attributable to the Premises pursuant to any policy of
business interruption or rental loss insurance which
Landlord may have; or (b) give notice to Tenant at any time
within sixty (60) days after such damage, terminating this
Lease as of the date specified in such notice.  Landlord
agrees to carry business interruption or rental loss
insurance during the term of this Lease.  If Landlord gives
such notice, this Lease shall expire and all interest of the
Tenant in the Premises shall terminate on the date so
specified in such notice of Landlord, and the rent, reduced
by any proportionate reduction (as provided in (a) above),
shall be paid up to the date of such termination.  In no
event shall this Article impose a duty upon Landlord to
obtain or keep in force business interruption or rental loss
insurance.

          Tenant shall have the right to terminate this
Lease if either (i) the restoration work required to be
performed by Landlord pursuant to this Section 21.1 has not
commenced within one hundred twenty (120) days after the
casualty causing the destruction so required to be restored,
or (ii) after commencing the restoration work required to be
performed by Landlord pursuant to this Section 21.1,
Landlord fails thereafter to diligently prosecute such work
to completion, or such work is not substantially completed
(i.e., sufficient to permit Tenant to conduct its business
within the Premises in substantially the same manner as
prior to the casualty causing the destruction so required to
be restored) within one hundred twenty (120) days after such
casualty.

     21.2 Notwithstanding anything to the contrary contained
in this Article, Landlord shall not have any obligation
whatsoever to repair, reconstruct or restore the Premises,
the Building or the Common Areas when the damage resulting
from any casualty covered under this Article occurs during
the last six (6) months of the Term or any extension
thereof.

     21.3 Except in the event the damage is caused by the
negligence or intentional misconduct of Landlord, Landlord
shall not be required to repair the interior of the Premises
as a result of any injury or damage by fire or other cause,
or to repair or replace any panels, decoration, office
fixtures, railing, ceiling, floor covering, partitions, or
any other property in the Premises.

     21.4 The provisions of Section 1932, Subdivision 2, and
Section 1933, Subdivision 4, of the Civil Code of the State
of California are hereby waived by Tenant and these
provisions shall have no force and effect in governing the
termination of this Lease.

                 22.  EMINENT DOMAIN

     22.  In case the Premises, Building, land or Common
Areas, or such part of any thereof, as shall substantially
interfere with the Tenant's use and occupancy of the
Premises, shall be taken for any public or quasi-public
purpose by any lawful power or authority by exercise of the
right of appropriation, condemnation or eminent domain, or
sold to prevent such taking, this Lease shall terminate on
the earlier of the date of such sale or the date possession
is required to be surrendered to said authority.  Tenant
shall not, because of such taking, assert any claim against
the Landlord, or the taking authority, for any compensation
because of such taking of any interest in this Lease, the
land, Building, Premises or Common Areas and Landlord shall
be entitled to receive the entire amount of any award
without deduction for any estate or interest of Tenant.  In
the event the amount of property or the type of estate taken
shall not substantially interfere with the conduct of
Tenant's business, Landlord shall be entitled to the entire
amount of the award, without deduction for any estate or
interest of Tenant, and Landlord, at its option, may
terminate this Lease.  If Landlord does not so elect,
Landlord shall promptly proceed to restore the Premises to
substantially its same condition prior to such partial
taking, and a proportionate allowance shall be made to
Tenant for the rent corresponding to the time during which,
and to the part of the Premises of which, Tenant shall be so
deprived on account of such taking and restoration 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
Landlord, unless Tenant shall be entitled to any
compensation, separately awarded to Tenant for Tenant's
relocation expenses and/or loss of Tenant's Property.
Nothing contained in this Article shall be deemed to give
Landlord an interest in any award made to Tenant for the
taking of personal property belonging to Tenant.

                   23.  DEFAULTS

     23.  The occurrence of any one or more of the following
events shall constitute a default hereunder by Tenant:

     (a)  The failure by Tenant to make any payment required to
          be made by Tenant within five(5) days after written
          notice from Landlord to Tenant that such amount is due
          and unpaid.  The written notice required by this
          Article shall constitute the notice required under
          California Code of Civil Procedure Article 1161.
     (b)  Any default specified in Article 18 of this
          Lease; or
     (c)  The failure by Tenant to observe or perform any
          express or implied covenants or provisions of this
          Lease, other than as specified in (a) or (b) above,
          where such failure shall continue for a period of
          thirty (30) days after notice from Landlord to Tenant;
          provided, however, that any such notice shall be in
          lieu of, and not in addition to, any notice required
          under California Code of Civil Procedure Section 1161;
          and provided, further, that if the nature of Tenant's
          default is such that more than thirty (30) days are
          reasonably required for its cure, then Tenant shall not
          be deemed to be in default if Tenant shall commence
          such cure within said thirty (30) day period and
          thereafter diligently prosecute such cure to
          completion.

                           24.  REMEDIES

     24.1 In the event of Tenant's default beyond all applicable
cure periods, in addition to any other remedies available to
Landlord, Landlord shall have the immediate option to
terminate this Lease and all rights of Tenant hereunder.  In
the event that Landlord elects to terminate this Lease, then
in addition to all rights available to Landlord pursuant to
California Code of Civil Procedure Section 1161 et seq., and
California Civil Code Section 1951.2, Landlord may recover
from Tenant:

     (a)  The worth at the time of award of any unpaid rent
          which had been earned at the time of such
          termination; plus
     (b)  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
          Tenant proves could have been reasonably avoided;
          plus
     (c)  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 Tenant proves could
          be reasonably avoided; plus
     (d)  Any other amount necessary to compensate
          Landlord for all the detriment proximately caused
          by Tenant's failure to perform its obligations
          under this Lease or which in the ordinary course
          of things could be likely to result therefrom.

     24.2 As used in Article 24.1(a) and 24.1(b) the "worth
at the time of award" is computed by allowing interest at
the rate specified in Article 38 of this Lease.

     24.3 As used in Article 24.1(c), the "worth at the time
of award" is 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%).

     24.4 In the event of default by Tenant, Landlord
shall have the rights and remedies provided by California
Civil Code Article 1951.4 (or any successor statute) which
allows Landlord to maintain Tenant's right to possession, in
which case this Lease shall continue in effect, whether or
not, Tenant shall have abandoned the Premises and Tenant has
the right to assign this Lease or sublet the Premises
subject to the reasonable limitations set forth in this
Lease.  In such event, Landlord shall be entitled to enforce
all of Landlord's rights and remedies under this Lease,
including the right to recover rent as it becomes due
hereunder.  Act of maintenance or preservation, efforts to
re-let the Premises or the appointment of a receiver upon
Landlord's initiative to protect its interest under this
Lease, shall not constitute a termination of the Tenant's
right to possession.

     24.5 In the event of default by Tenant, Landlord shall
have the right to pursue any other remedy or remedies now or
hereafter available to Landlord.

     24.6 Intentionally Deleted.

     24.7 Notwithstanding any other provision of this Lease
to the contrary, nor any other characterization contained
herein, all amounts payable by Tenant to Landlord, of every
kind and description, arising out of or related to Tenant's
obligations to Landlord under this Lease are payable as
rent, and in the event of Tenant's default in the payment
thereof, Landlord shall have all rights and remedies
available to Landlord on account of Tenant's default in the
payment of rent, including, but not limited to, the
maintenance of an action for the unlawful detainer of the
Premises.  Tenant agrees to pay all rent to Landlord when
due without any deduction, off-set, or counterclaim
whatsoever.

     24.8 Notwithstanding anything to the contrary in the
Lease, Landlord shall be deemed to be in default of this
Lease if Landlord shall breach any covenant under this Lease
and such breach continues for thirty (30) days after written
notice by Tenant of such Breach thereof to Landlord;
provided, however, that if the cure reasonably requires more
than thirty (30) days, Landlord shall not be in default if
Landlord commences the cure within the 30 day period and
thereafter diligently prosecutes the cure to completion.

               25.  ATTORNEYS' FEES

     25.1 If either Landlord or Tenant should bring suit to
enforce any provision of this Lease, or any rights of either
party hereto, or to interpret this Lease, the substantially
prevailing party shall recover from the other party all
costs and expenses, including reasonable attorneys' fees,
incurred by the prevailing party.  Notwithstanding the
provisions of Civil Code Section 1717, the term "prevailing
party" as used herein shall include by way of specification,
but not of limitation, (1) a party as to whom a lawsuit is
dismissed, either with or without prejudice, without the
written consent of the opposing party, and (2) in the event
the lawsuit is one for declaratory relief, that party whose
contentions as to the interpretations to be given to this
Lease are substantially upheld.  Landlord and Tenant agree
that any attorneys' fees payable pursuant to this Article
may be claimed as court costs, to be fixed by the Court in
which the lawsuit was filed, or to which it was transferred,
upon motion and notice to the opposing party, or in a
separate lawsuit.

     25.2 Should Landlord be named as a defendant in any
suit brought against Tenant in connection with, or arising
out of, Tenant's occupancy hereunder and not related to
Landlord's acts or omissions, Tenant shall pay to Landlord
its reasonable, actual out-of-pocket costs and expenses
incurred in such suit, including Landlord's actual
attorneys' fees.

            26.  ASSIGNMENT AND SUBLETTING

     26.1 Tenant, and any other party acting for, on behalf
of or through Tenant, shall not during the Term pledge,
hypothecate, encumber or assign this Lease, or Tenant's
interest therein, or sublet all or any part of the Premises
without the prior written consent of the Landlord, which
Landlord agrees not to unreasonably withhold, condition or
delay subject to the term and provisions of this Article 26.
Any assignment, sublease, mortgage, pledge, encumbrance or
transfer by Tenant, or any other party, made in
contravention of this Article shall be void. Tenant shall
not assign or sublet the Premises, or any portion thereof,
for less than the rental rate which Landlord is offering for
similar space in the building unless Tenant requests and
Landlord grants permission to offer the space at a lower
rate.

     Notwithstanding the foregoing, or anything to the
contrary in this Lease, Tenant shall have the right, without
Landlord's prior written consent, but with written notice to
Landlord to assign and sublet portions of the Premises to
(i) any person or entity owning a "controlling percentage"
(as that term is defined in Section 26.8, below) of Tenant,
(ii) any entity resulting from a merger or consolidation of
Tenant with any organization; (iii) any entity purchasing
substantially all of the stock or assets of Tenant; (iv) any
entity succeeding to the business and assets of Tenant; (v)
any entity which controls, or is controlled by, is under
common control with Tenant; (iv) third party contractors of
Tenant that function in substantially the same manner as
and, to third parties unaffiliated with Landlord or Tenant,
likely would appear to be, employees of Tenant. ((i) through
(vi) shall be collectively referred to herein as
"Affiliates").  Such Affiliates shall have the same rights
as Tenant under this Article.  No change of stock ownership
or control of Tenant shall constitute an assignment
hereunder.

     26.2 (a)  Except in the event of an Assignment or
sublease to an Affiliate, should Tenant wish from time to
time to assign this Lease, or to sublet all or a portion of
the Premises, it shall first provide Landlord written notice
thereof, together with the name and address of the proposed
"bona fide" assignee or subtenant and other information as
to the nature of its business and financial responsibility
as Landlord may reasonably require, together with all the
specific terms and conditions of the proposed assignment or
sublease (such information is hereinafter collectively the
"Tenant Notice").  By way of specification, but not of
limitation, the Tenant Notice shall include the following
information about the proposed assignee or subtenant:  a
detailed statement of facts about the proposed assignee or
subtenant, the type of use to which the Premises will be
put, a balance sheet as of a date within 90 days of the
proposed effective date of the assignment or sublease,
statements of income, profit and loss for the two (2) year
period preceding such date, a written statement containing
reasonable detail as to business experience during the
preceding five (5) years, and bank and credit references.
The Tenant Notice must be given to Landlord at least twenty
(20) business days prior to the date such proposed
assignment or sublease is to be effective.

     (b)   Upon Landlord's receipt of the Tenant
           Notice, it may, within ten (10) days thereafter
           ("Notice Period"), advise Tenant in writing
           ("Landlord Notice") that:

     (i)   Intentionally Deleted; or
     (ii)  In the case of an assignment, Landlord elects to
           terminate this Lease; or
     (iii) Landlord grants its consent and the Tenant may
           proceed, at its discretion, with such
           assignment or sublease on the terms contained in
           the Tenant Notice without amendment thereto; or
     (iv)  Landlord withholds its consent to such assignment or
           sublease on any reasonable basis; provided, however,
           that any withholding of consent on the grounds that
           (a) the financial worth of the proposed assignee or
           subtenant may be insufficient to enable it to meet
           all its financial obligations as required under this
           Lease, (b) the reputation, character and/or the
           operation of the proposed assignee or subtenant is
           not in keeping with the nature of the Building,
           (c) the proposed use of the Premises is not
           consistent with general business office use, or
           (d) the proposed use of the Premises conflicts
           with any exclusive right or a prohibited use
           granted by Landlord with respect to the Building,
           shall be deemed reasonable.

           The failure of Landlord to provide Tenant with the
           Landlord Notice within the Notice Period shall be
           deemed to constitute the Landlord's consent to the
           proposed assignment or sublease as in (b) (iii)
           above provided Tenant serves a second request for
           a response and Landlord fails to respond within
           ten (10) days. Landlord shall use its best and
           diligent efforts to respond to the Tenant Notice
           as soon thereafter as reasonably practical.

     (c)   Landlord's consent to an assignment or sublease
           shall be a specific consent only to the
           subletting or assignment upon all the terms and
           information contained in the Tenant Notice
           related thereto.  In the event that Tenant
           receives such consent and within sixty (60) days
           thereafter does not consummate any such
           assignment or sublease, then in each case
           thereafter Tenant must prepare and submit to
           Landlord another Tenant Notice for each and every
           assignment or sublease it proposes to enter into,
           even if on the same terms as contained in the
           Tenant Notice for which the Landlord's consent
           was received.

     26.3 Throughout the Term, in the event of any permitted
assignment or sublease to an entity other than an Affiliate,
Tenant shall pay to Landlord forthwith any "Lease Premium"
unless Tenant continues to occupy substantially all of the
Premises.  For the purposes hereof, "Lease Premium" means
fifty percent (50%) of all consideration (less reasonable
expenses for brokerage commissions and subtenant
improvements), including rents, received by or on behalf of
Tenant from its assignee or subtenant for or from such
assignment or sublease which (a) in the case of an
assignment are received by or on behalf of Tenant respecting
such assignment of this Lease, and (b) in the case of a
sublease are received by or on behalf of Tenant in excess of
Tenant's leasing expenses and rents (including without
limitation Basic Rent, Expense Rent, Tax Rent and Additional
Rent) which are payable by Tenant to Landlord hereunder for
or in respect of the portion of the Premises so sublet.

     26.4 Any permitted assignment of this Lease, or
permitted subletting of all or a portion of the Premises,
shall not act to release Tenant from any liability under
this Lease.

     26.5 In the event of any permitted assignment, Tenant shall
          cause any such assignee to
 execute an agreement with Landlord, upon a form furnished
by Landlord, to be bound by all the terms of this Lease.
Such separate agreement shall not release the Tenant from
its primary liability.  In the event of any permitted
sublease, Tenant shall deliver to Landlord a fully executed
copy of the sublease within ten (10) days after it is
executed or the subtenant occupies the space, whichever
occurs first.

     26.6 No Release of Tenant.  No consent of Landlord to
any assignment or subletting by Tenant shall relieve Tenant
of the obligations to be performed by Tenant under this
Lease, whether accruing before or after such assignment, or
subletting, and notwithstanding any subsequent modification,
extension or renewal of this Lease made with or without
Tenant's consent.  The consent by Landlord to any assignment
or subletting shall not relieve Tenant from the obligations
to obtain Landlord's express prior written consent to any
other assignment or subletting.  The acceptance by Landlord
of payment from any other person shall not be deemed to be
waiver by Landlord of any provision of this Lease or to be a
consent to any transfer or sublease, or to be a release of
Tenant from any obligation under this Lease.  If this Lease
is assigned, or if sublease, or to be a release of Tenant
from any obligation under this Lease.  If this Lease is
assigned, or if the Premises or any part thereof is sublet
or occupied by any person other than Tenant, Landlord may,
after default by Tenant, collect the rent from any such
assignee, transferee, sub-tenant or occupant and apply the
net amount collected to the rent reserved herein, and no
such action by Landlord shall be deemed a consent to such
assignment, transfer, sublease or occupancy.  Landlord may
proceed directly against Tenant without the necessity of
exhausting remedies against the assignee or successor.
Landlord may consent to subsequent assignments or subletting
of this Lease or amendments or modifications to this Lease
with assignees of Tenant, without notifying Tenant or any
successor of Tenant, and without obtaining consent.  This
action shall not relieve Tenant of liability under this
Lease provided, however, that Tenant shall not be liable for
any increase in Tenant's obligations under this Lease
because of any amendment or modification to this Lease,
unless Tenant has consented to it in writing.

     26.7 The provisions of this Article apply to all
subsequent proposed assignments or sublettings (excluding
assignments or subleases to Affiliates) in the same manner
as to an initial proposed assignment or subletting.  Tenant
shall pay a reasonable processing fee to Landlord for each
assignment or sublease submitted to Landlord. Tenant shall
not, either voluntarily or by operation of law, sell,
hypothecate, transfer or otherwise encumber this Lease, or
permit the Premises or any part thereof to be occupied by
anyone other than Tenant or Tenant's employees, except as
set forth herein.  Any sale, assignment, mortgage, or
transfer of this Lease or occupancy of the Premises not in
compliance with the provisions of this Article shall be void
and shall constitute a material breach of this Lease.  The
phrase "controlling percentage" means the ownership of, or
the right to vote, stock possessing at least 51% of the
total combined voting power of all classes of Tenant's
capital stock issued, outstanding, and entitled to vote for
the election of Directors.  This Article 26.8 shall not
apply to corporations, the stock of which is traded through
a recognized Exchange or Over-The-Counter.  The terms of
Article 26.1 apply to this Article 26.8.

            27.  SUBORDINATION AND ATTORNMENT

     27.1 This Lease, and any option or right of first
refusal granted hereby, at Landlord's option, shall be
subordinate to any ground lease, mortgage, deed of trust, or
any other hypothecation or security hereafter placed upon
the Building or the land upon which the Building is situated
or both, and to any and all advances made on the security
thereof and to all renewals, modifications, consolidations,
replacements and extensions thereof.  Notwithstanding such
subordination, Tenant's right to quiet possession of the
Premises shall not be disturbed if Tenant is not in default
and so long as Tenant shall pay the rent and observe and
perform all of the provisions of this Lease, unless this
Lease is otherwise terminated pursuant to its terms.  If any
mortgages, trustee or ground Landlord shall elect to have
this Lease and any Options granted hereby prior to the lien
of its mortgage, deed of trust or ground lease, and shall
give written notice thereof to Tenant, this Lease and such
Options shall be deemed prior to such mortgage, deed of
trust or ground lease, whether this Lease or such Options
are dated prior or subsequent to the date of said mortgage,
deed of trust or ground lease or the date of recording
thereof.

     27.2 Tenant agrees, at the request of any successor of
Landlord, to attorn to such successor and Tenant further
agrees to execute any documents required to effectuate an
attornment, a subordination, or to make this Lease or any
Option granted herein prior to the lien of any mortgage,
deed of trust or ground lease, as the case may be.  Tenant's
failure to execute such documents within ten (10) days after
written demand shall constitute a material default by Tenant
hereunder without further notice to Tenant.

     27.3 As a condition precedent to Tenant being required
to subordinate its interest in this Lease to any future
mortgage covering the Building, Landlord shall obtain for
Tenant's benefit a non-disturbance agreement. The
non-disturbance agreement shall include the existing or
future mortgagee's ("Lender's") agreement that, if Lender or
its successor-in-interest or any purchaser of Lender's or
its successor's interest (a "Purchaser") acquires an
ownership interest in the Building, Lender or such
successor-in-interest or Purchaser will (1) honor all of the
Terms of the Lease, (2) fulfill Landlord's obligations under
the Lease, and (3) promptly cure all of the then-existing
Landlord defaults under the Lease.  Such non-disturbance
agreement must be binding on all of Lender's participants in
the subject loan (if any) and on all successors and assigns
of Lender and/or its participants and on all Purchasers.  In
return for such non-disturbance agreement, Tenant will
execute an agreement for Lender's benefit in which Tenant
(1) confirms that the Lease is subordinate to the deed of
trust in favor of Lender, (2) agrees to attorn to Lender if
Lender becomes the owner of the Building, (3) agrees to give
Lender copies of whatever notices of default Tenant must
give Landlord, (4) agrees to accept a cure by Lender of any
of Landlord's defaults, provided such cure is completed
within the deadline applicable to Landlord, (5) agrees to
not pay Rent more than one month in advance and (6) agrees
that no modification or amendment of the Lease will be
binding on Lender unless it has been consented to in writing
by Lender.  Landlord shall deliver to Tenant a non-
disturbance agreement by all existing mortgagees within
thirty (30) days after the full execution of this Lease in a
form substantially similar to the form attached hereto as
Exhibit "B".

                28.  OFFSET STATEMENT

     28.1 Tenant shall, at any time and from time to time, upon
not less than ten (10) days prior written notice from Landlord,
execute, acknowledge and deliver to Landlord a statement
in writing (a) certifying that this Lease is unmodified and
in full force and effect (or, if modified, stating the nature
of such modification and certifying that this Lease as so
modified is in full force and effect) and the dates to which
the rental and other charges are paid in advance, if any, and
(b)acknowledging that Tenant has no knowledge of any uncured
defaults on the part of Landlord hereunder, or specifying such
defaults if any are claimed; and (c) containing such other
factual information as reasonably required by a prospective
purchaser or encumbrancer of all or any portion of the real
property of which the Premises are a part.  Any such statement
may be relied upon by any prospective purchaser or encumbrancer
of all or any portion of the real property of which the
Premises are a part.

     28.2  Tenant's failure to deliver such statement within such
time shall be conclusive upon Tenant (a) that this Lease is in
full force and effect, without modification except as may be
represented by Landlord, (b) that there are no uncured defaults
in Landlord's performance, and (c) that not more than one
month's rental has been paid in advance.

             29.  LIGHT, AIR, OR VIEW RIGHTS

     29.  Any diminution or shutting off of light, air, or
view by any structure that may be erected on land adjacent
to the Building shall not affect this Lease or impose any
liability on Landlord.

                30.  RULES AND REGULATIONS

     30.  Tenant shall faithfully observe and comply with
the Rules and Regulations, annexed to this Lease as Exhibit
"D", and all reasonable and nondiscriminatory modifications
thereof, and additions thereto, from time to time put into
effect by upon written notice to Tenant by Landlord.
Landlord shall not be responsible to Tenant for the
violation or nonperformance by any other tenant or occupant
of the building of any of the Rules and Regulations, or by
reason of any act or omission of any such other tenant or
occupant of the Building.

 		     31.  CONFLICT OF LAWS

     31.  This Lease shall be governed by and construed
pursuant to the laws of the State of California.

	       32.  IDENTIFICATION OF TENANT

     32.1 If more than one person executes this Lease as
Tenant, (a) each of them is jointly and severally liable for
the keeping, observing and performing of all of the terms,
covenants, conditions, provisions and agreements of this
Lease to be kept, observed and performed by Tenant, and (b)
the term "Tenant" as used in this Lease shall mean and
include each of them jointly and severally and the act or
notice from, or notice or refund to, or the signature of,
any one or more of them, with respect to the tenancy or this
Lease, including, but not limited to, any renewal,
extension, expiration, termination or modification of this
Lease, shall be binding upon each and all of the persons
executing this Lease as Tenant with the same force and
effect as if each and all of them had so acted or so given
or received such notice or refund or so signed.

     32.2 If Tenant is a corporation, each individual
executing this Lease on behalf of said corporation
represents and warrants that he is duly authorized to
execute and deliver this Lease on behalf of said
corporation, in accordance with a duly adopted resolution of
the Board of Directors of said corporation or in accordance
with the bylaws of said corporation and that this Lease is
binding upon said corporation.

     32.3 Landlord represents and warrants that it is the
fee simple owner of said Premises, and that it has full
right, power and authority to make, execute and deliver this
Lease.


	        33.  SUCCESSORS AND ASSIGNS

     33.  Except as otherwise provided in this Lease, all of
the covenants, conditions and provisions of this Lease shall
be binding upon and shall inure to the benefit of the
parties hereto, their respective heirs, personal
representatives, successors and permissible assigns.

		   34.  SURRENDER OF PREMISES

     34.  The voluntary or other surrender of the Premises
by Tenant, or mutual cancellation of this Lease, shall, at
the option of Landlord, operate as an assignment to it of
any or all subleases or subtenancies, and no merger shall be
effected in the event of such surrender.

	         35.  PERFORMANCE BY TENANT

     35.  All covenants and agreements to be performed by
Tenant under the terms of this Lease shall be performed at
Tenant's expense and without any abatement of rent, except
as where provided otherwise in this Lease.  If Tenant shall
fail to perform any act on its part to be performed
hereunder, other than payment of money to Landlord, and such
failure shall continue for thirty (30) days after notice
thereof by Landlord, Landlord may, without waiving or
releasing Tenant from any obligation of Tenant, but shall
not be obligated to, perform any such act on Tenant's part
to be performed.  All costs incurred by Landlord, together
with interest thereon at the rate specified in Article 38 of
this Lease, from the date of such payment by Landlord shall
be payable by Tenant to Landlord on demand.

	         36.  DEFINITION OF LANDLORD

     36.  The term "Landlord" as used in this Lease, so far
as covenants or obligations on the part of Landlord are
concerned, shall be limited to mean and include only the
owner or owners at the time in question of the fee or owner
or owners of the leasehold interest under a ground lease or
leases of the land.  In the event of any transfer,
assignment or other conveyance or transfers of any such
title or leasehold, Nomura Warner Center Associates, L.P.
and in case of any subsequent transfers or conveyances, the
then grantor, shall be automatically freed and relieved from
and after the date of such transfer, assignment or
conveyance of all liability as respects the performance of
any covenants or obligations on its part contained in this
Lease thereafter to be performed so long as the transferee
agrees to assume all obligations and covenants of Landlord
under this Lease.  If any Security Deposit or prepaid rent
has been paid by Tenant, Landlord shall transfer the
unapplied Security Deposit or prepaid rent to Landlord's
successor and on such transfer Landlord shall be discharged
from any further liability in reference to the Security
Deposit or prepaid rent.

                     37.  WAIVER

     37.  The waiver by either party of any breach of any term,
covenant or condition herein contained shall not be deemed to
be a waiver of any subsequent breach of the same or any other
term, covenant or condition herein contained, nor shall any
custom or practice which may grow up between the parties in
the administration of the terms hereof be deemed a waiver of,
or in any way affect, the right of one party to insist upon
the performance by the other party in strict accordance with
said terms.  The subsequent acceptance of rent hereunder by
Landlord shall not be deemed to be a waiver of any preceding
breach by Tenant of any term, covenant or condition of this
Lease, other than the failure of Tenant to pay the
particular rent so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of acceptance
of such rent.

            Nothing contained in this Lease shall be deemed
to suspend or delay the payment of any sum of money at this
time it becomes due and payable under this Lease, or to
limit any other remedy of Landlord.  No payment by Tenant or
receipt by Landlord of a lesser amount than the rent herein
stipulated shall be deemed to be other on account of the
earliest stipulated rent, nor shall any endorsement or
statement on any check or any letter accompanying any check
or payment in rent be deemed on accord and satisfaction, and
Landlord may accept such check or payment without prejudice
to Landlord's right to recover the balance of such rent or
pursue any other remedy in this Lease.

    		     38.  INTEREST CHARGES

     38.  Tenant agrees that if any sum payable by Tenant to
Landlord under this Lease, whether constituting rent or
otherwise, is not paid to Landlord by the date it is due,
such sum shall thereafter bear interest at a rate equal to
ten percent (10%) per annum.  Tenant hereby agrees that the
use of such interest rate herein shall not be deemed to be
interest upon a loan or forbearance of money, for goods or
things in action for use primarily for personal, family, or
household purposes within the meaning of California
Constitution, Article 15, Section 1.

		       39.  LATE CHARGES

     39.  Tenant acknowledges that the late payment by Tenant to
Landlord of any sums due under this Lease will cause Landlord
to incur costs not contemplated by this Lease, the exact amount
of such costs being extremely difficult and impractical to fix.
Therefore, if any installment of rent is not received by
Landlord by the tenth (10th) day of the month for which it
is due, or if any Additional Rent or any other sum due under
this Lease is not paid by Tenant within five (5) days of
receipt of a statement therefore from Landlord, Tenant shall
pay to Landlord an additional sum of three percent (3%) of
the overdue amount as a late charge.  Such late charge shall
be in addition to, and not in lieu of, any interest which
may become due upon such sum pursuant to Article 38 of this
Lease.  The parties to this Lease agree that this late
charge represents a fair and reasonable estimate of costs
that Landlord will incur by reason of any late payment by
Tenant.  Acceptance of any late charge and the full rent
shall  constitute a waiver of Tenant's default with respect
to the overdue amount and shall prevent Landlord from
exercising any of the other rights and remedies available to
Landlord under this Lease, or pursuant to any law now or
hereafter in effect.  The aforesaid late charge shall be
considered Additional Rent.  The foregoing late charges
shall only apply if Tenant has previously failed to pay the
monthly rental installments by the tenth (10th) day of the
month on more than two occasions in the preceding twelve
(12) month period.




		       40.  TERMS AND HEADINGS

     40.  The words "Landlord" and "Tenant" as used herein
shall include the plural as well as the singular.  Words
used in any gender include other genders.  The obligations
imposed hereunder upon Tenant shall be joint and several.
The article headings of this Lease are not a part of this
Lease, are for convenience only, and shall have no effect
upon the construction or interpretation of any part hereof.

			        41.  TIME

     41.  Time is of the essence with respect to the
performance of every provision of this Lease in which time
of performance is a factor.

           42.  PRIOR AGREEMENTS; AMENDMENTS

     42.  This Lease contains the entire agreement of the
parties hereto with respect to any matter covered or
mentioned in this Lease, and no prior agreement or
understanding, oral or written, express or implied,
pertaining to any such matter shall be effective for any
purpose.  No provision of this Lease may be amended or added
to except by an agreement in writing signed by the parties
hereto or their respective successors in interest.  The
parties acknowledge that all prior agreements,
representations and negotiations concerning the subject
matter of this Lease, or collateral thereto, are deemed
superseded by the execution of this Lease to the extent they
are not incorporated herein, and that this agreement shall
be deemed to be integrated.

                 43.  SEPARABILITY

     43.  Any provision of this Lease which shall prove to
be invalid, void or illegal in no way affects, impairs or
invalidates any other provisions hereof, and such other
provisions shall remain in full force and effect.

                  44.  RECORDING

     44.  Tenant shall not record this Lease, or a short
form memorandum thereof, without the written consent of the
Landlord, which shall not be unreasonably withheld,
conditioned or delayed, and any such recording, without
Landlord's written consent, shall be a material breach of
this Lease.


  45.  TENANT'S AND LANDLORD'S INSURANCE AND SUBROGATION

     45.1 Tenant agrees to obtain and keep in force during
the Term, at Tenant's expense, comprehensive public
liability and property damage insurance with combined single
liability limit of $1,000,000.00.  Landlord shall be named
as an additional insured in said policy.  In the event the
Premises are on the street level floor of the Building,
Tenant shall keep in force throughout the Term plate glass
window insurance and Tenant shall pay all costs of
replacement of such glass not covered by such insurance.
Tenant shall, from time to time, upon Landlord's request,
furnish Landlord with evidence that all required insurance
is in effect with premiums paid.  Landlord's failure to
request such evidence shall not be deemed a waiver of
Landlord's right to require such evidence at any time.

     45.2 Tenant agrees that during the Term it shall carry
insurance against loss or damage by fire or other casualty
in the full replacement value of any panels, decorations,
office fixtures, railings, ceiling, floor coverings, wall
coverings, partitions and all other improvements in the
Premises and of any property or equipment of Tenant in or
upon the Premises.  Landlord will not carry insurance on
Tenant's possessions or upon any improvements in or upon
the Premises. Landlord agrees to obtain and maintain
insurance as required by its first mortgage lender and
Landlord agrees to obtain and maintain comprehensive public
liability insurance in an amount which has at least a
combined single liability limit of $1,000,000.  The premium
for such insurance shall be included in the building
operating expenses. Both parties hereby waive all rights and
claims against each other for insured losses and waive all
right of subrogation of their insurers.

     45.3 All insurance policies required in Article 45
shall contain a provision which prohibits cancellation or
termination of the policy without thirty (30) days prior
notice to Landlord.

                46.  PARKING LICENSE

     46.  Except as provided herein, Landlord grants Tenant
a irrevocable license to park in common with other tenants
of Landlord up to 162 automobiles in the parking facilities
appurtenant to the Building. Landlord shall cause up to
fifteen (15) of the allocated spaces to be reserved parking
spaces in the building parking structure, at a mutually
acceptable location.  The remaining spaces shall be
unreserved.  Six of the reserved parking spaces shall be in
the Building's front surface parking area and four (4) in
the rear surface parking area.  Commencing with the first
month of the Term, Tenant agrees to pay Landlord, or
Landlord's designee, SIXTY DOLLARS ($60.00) per UNRESERVED
parking space and ONE HUNDRED TEN DOLLARS ($110.00) PER
RESERVED PARKING SPACE, per month, including Los Angeles
City parking tax for months 1-30. DURING THE REMAING TERM,
TENANT SHALL PAY THE PREVAILING PARKING RATES IN THE
BUILDING.  NOTWITHSTANDING, THE ANNUAL INCREASE IN THE
PREVAILING PARKING RATE SHALL NOT EXCEED FIVE (5%) PERCENT
IN ANY GIVEN YEAR. TENANT SHALL ALSO BE RESPONSIBLE FOR THE
COSTS OF BUILDING STANDARD RESERVED PARKING SIGNS.

     Visitor parking shall be at the building's posted rate
during the lease term.  Tenant's license shall be revoked
and expire concurrently with the termination of the Lease,
unless sooner terminated pursuant to the terms and
conditions of this Article.  If and only if Tenant is in
default beyond all applicable cure periods under any term or
condition of the Lease, or of this Article, Landlord may, at
Landlord's option, revoke this license and thereafter
prohibit Tenant's use of the parking facilities, without
liability to Tenant, until such default is cured, except
that Tenant may thereafter use the parking facilities of the
building upon the same terms and conditions that members of
the public generally who are not tenants of the building may
use said parking facilities.  Tenant agrees to abide by all
of the rules and regulations for the parking facilities that
Landlord, or its designee, may from time to time reasonably
establish upon written notice to Tenant.  This Article
creates only a revocable license to use such parking
facilities and does not convey to Tenant any estate in the
Building, the Common Areas, the real property on which the
Building is located or in any parking facilities located at
or on said real property.  No bailment is created hereby,
and except in the event of Landlord's negligence or
intentional misconduct, Tenant for itself, its agents,
servants, employees, successors and assigns, hereby releases
Landlord and Landlord's agents, servants, employees and
independent contractors from all claims for loss or damage
arising out of or related to Tenant's use of the parking
facilities.  If tenant exercises its option(s) to renew (if
any) pursuant to Article 61 of this Lease, the monthly
parking rates for reserved and unreserved spaces shall be
the regularly scheduled parking rates for the Building.

     Tenant shall have the right to purchase additional
parking spaces in the Building on an "as available" basis at
the rates specified above.

              47.  PLATS, RIDERS, CLAUSES

     47.  Clauses, plats, riders and provisions inserted
herein, if any, signed by Landlord and Tenant and endorsed
on or affixed to this Lease are a part hereof, and in the
event of variation or discrepancy, the duplicate original
hereof, including such clauses, plats, riders and provisions
inserted herein, if any, held by Landlord shall control.

                  48.  BUILDING NAME

     48.  The Tenant shall not use the name of the Building
for any purpose other than as the address of the business to
be conducted by Tenant in the Premises.  Landlord shall have
the right, without liability to Tenant for any damage or any
injury (all claims for damage or injury being hereby
released and without giving rise to any claim for off-sets
or abatement of rent), to change the name or street address
of the Building.

                49.  QUIET POSSESSION

     49.  Tenant, upon paying the rents reserved hereunder
and observing and performing all of the covenants,
conditions and provisions on Tenant's part to be observed
and performed hereunder, shall have quiet possession of the
Premises for the entire Term, subject to all the provisions
of this Lease.

          However, Landlord is not responsible for any act
or neglect by any other tenant or occupant of the Building
or any of their invitees, customers or visitors.  In
executing this Lease, Tenant is not relying on the fact that
any particular tenant is a tenant or occupant of the
Building.  Tenant waives all or any rights, if any, to
damages from Landlord or to claim Lease termination by
reason of the conduct of another tenant or occupant in the
Building.

                50.  CUMULATIVE REMEDIES

     50.  No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with
all other remedies.

               51.  WAIVER OF JURY TRIAL

     51.  Landlord and Tenant hereby waive their respective
right to trial by jury of any cause of action, claim,
counterclaim or cross-complaint in any action, proceeding
and/or hearing brought by either Landlord against Tenant or
Tenant against Landlord on any matter whatsoever arising out
of, or in any way connected with, this Lease, the
relationship of Landlord and Tenant, Tenant's use or
occupancy of the Premises, or any claim of injury or damage,
or the enforcement of any remedy under any law, statute, or
regulation, emergency or otherwise, now or hereafter in
effect.  Notwithstanding the foregoing, Landlord and Tenant
agree that this waiver shall not be effective where the
legal effect of such waiver would be to invalidate, in whole
or in part, or to limit or impair in any manner any policy
of insurance in force for the benefit of Landlord or Tenant
or to limit or impair any rights, remedies or coverage
afforded by such policy or policies of insurance.  Tenant
agrees that any lawsuit brought by Tenant against Landlord
must be filed in a court of competent jurisdiction in the
County of Los Angeles.

           52.  EXAMINATION AND DELIVERY OF LEASE

     52.  Submission of this instrument for examination or
signature by Tenant does not constitute a reservation of or
option to lease, and it is not effective as a lease or
otherwise until execution by and delivery to both Landlord
and Tenant.  This Lease becomes a binding legal instrument
only upon its having been executed and delivered by all
parties, together with payment in full of all sums required
upon such delivery.  Prior to such execution and delivery,
the Lease is not legally binding or effective.

             53.  CONFIDENTIALITY OF LEASE

     53.  Tenant agrees to keep the terms of this Lease
confidential and shall not disclose same to any other person
not a party hereto, without the prior written consent of
Landlord, provided that Tenant may disclose the terms hereof
to Tenant's accountants, attorneys, managing employees, and
others in privity with Tenant to the extent reasonably
necessary for Tenant's business purposes without such prior
written consent.  Tenant agrees that a breach of this
Article would cause irreparable injury to Landlord, and
Landlord shall be entitled, together with all other remedies
in law or equity available to Landlord, to injunctive relief
to restrain such breach.

               54.  FINANCIAL STATEMENTS

     54.  If Tenant is not a public entity, Landlord shall
have the right during the Term, upon written request, to
require Tenant to furnish to Landlord financial statements
prepared by a Certified Public Accountant according to
generally recognized accounting principles showing Tenant's
financial condition as of a date not more than one hundred
eighty (180) days prior to the date such statements are
required to be submitted to Landlord.

		       55.  AGREED FIGURES

     55.  All figures set forth in this Lease represent
negotiated sums and percentages and are conclusive as
between Landlord and Tenant.

 		       56.  FORCE MAJEURE

     56.1 If either party hereto shall be delayed or hindered in
or prevented from the performance of any act required hereunder
by reason of unavoidable delays caused by fire, catastrophe,
acts of God, strikes, lockouts, labor troubles, inability to
procure materials, failure of power, restrictive governmental
laws or regulations, riots, insurrection, civil commotion, war
or other reason of a like nature not the fault of the party
delayed in performing work or doing acts required under the
terms of this Lease, then performance of such act shall be
excused for the period of the delay and the period for the
performance of any such act shall be extended for a period
equivalent to the period of such delay.

     56.2 Neither party shall in any event be liable for
damages or otherwise, nor shall the other party be released
from any obligations hereunder because of the interruption
of any service, or a termination, or disturbance (except to
the extent, if any, expressly provided elsewhere in this
Lease) attributable to strike, lockout, breakdown, accident,
war, or other emergency, order or regulation of or by any
governmental authority, failure of supply, inability to
obtain supplies, parts or employees, or any cause beyond
such party's reasonable control.

     56.3 The provisions of this Article shall not operate
to extend the date for the exercise of any options or excuse
Tenant from the prompt payment of rents, or any other
payments required from either party to the other by the
terms of this Lease.

   	       57.  TENANT IMPROVEMENTS

     57. EXCEPT AS PROVIDED BELOW, Landlord shall construct
tenant improvements in accordance with a mutually acceptable
space plan, provided by Tenant's architect, utilizing
building standard materials ("Landlord's Work").  The
Landlord shall allocate a Tenant Improvement Allowance of
$22.50 per RSF which is $807,435.00 ("Allowance") for the
completion of the tenant improvements.  Except as provided
below, said Allowance shall only be utilized for
construction of the tenant improvements, contractor fees,
governmental permits & fees, space planning (subject to
exclusion defined below), electrical and mechanical
drawings, designer fees, final construction plans and other
similar professional fees, but not attorneys' fees.
Landlord agrees to pay for the cost of the initial space
plan up to $0.15 per usable square foot and such amount
shall be in addition to the Allowance.  Landlord shall
competitively bid Landlord's Work with three (3) qualified
contractors mutually selected by Landlord and Tenant.  Both
Landlord and Tenant shall approve the space plan and the
construction bid.  Neither party shall unreasonably
withhold, condition or delay such approval and Tenant shall
act diligently in providing its space plan and working
drawing to Landlord for approval.  Tenant and Tenant's
architect shall submit working drawings for the Tenant
Improvements for Landlord's approval within twenty-five (25)
days of Lease execution.  Tenant shall respond to Landlord's
request for approval of the construction bid within five (5)
business days of Landlord's requests.  Tenant shall be
responsible for any tenant improvement expense over and
above the Allowance which shall be paid within ten (10) days
of demand that includes an itemized invoice showing that the
Allowance has been or will be exhausted on approved Tenant
Improvements.  Except for Landlord's Work or as otherwise
provided in the Lease after the construction of the Tenant
Improvements, Landlord has no obligation to remodel or to
make any repairs, alterations or improvements to the
Premises.

     Three Hundred Thousand Dollars ($300,000) of the
Allowance may be used by Tenant for voice, phone or data
cabling, relocation costs, and office furniture in the
Premises or for tenant improvements in their adjacent
Headquarters building at 6464 Canoga Avenue, Woodland Hills,
California.  Any unused portion of the Allowance may not be
used as a rent credit.

     Within five business days after Landlord's request for
approval of the construction bid, Tenant may elect to retain
the general contractor for the construction of the Tenant
Improvements from the qualified contractor with the approved
construction bid.  Tenant shall follow the terms and
conditions outlined in the Work Letter Agreement, attached
hereto as Exhibit "C". If Tenant fails to make this election
with five business days, Landlord shall proceed with the
construction of the Tenant Improvements.

     Notwithstanding anything contained in this Lease to the
contrary, Landlord is not entitled to any supervisor fee or
management fee on the construction of the initial Tenant
Improvements.

     Notwithstanding the Commencement Date, if Tenant elects
to retain the general contractor for the construction of the
Tenant Improvements, Tenant will be allowed to occupy the
Premises upon the date the Premises are delivered to Tenant
and prior to the Commencement Date in order to construct the
Tenant Improvements. Notwithstanding the Commencement Date,
if Landlord retains the general contractor for the
construction of the Tenant Improvements, Tenant will be
allowed to occupy the Premises twenty-one (21) days prior to
the Anticipated Commencement Date in order to install
furniture, fixtures, equipment and other special tenant
improvements including but not limited to, telephones and
millwork, but subject to "Tenant Delay" (defined below).
Additionally, Tenant and Landlord agree that all the terms,
conditions, and covenants of the Lease will have full effect
as of the date Tenant takes possession of the Premises,
except that Tenant will not be obligated to pay rent or
additional rent until the Commencement Date.

     "Tenant Delay" shall mean the following:
Notwithstanding anything to the contrary, if Landlord is
delayed in delivering possession of the Premises solely,  as
a result of Tenant's actions, then, in any or all such
instances and without limitation as to any other right or
remedy available to Landlord, Landlord may establish as the
actual Commencement Date the date upon which Landlord would
have delivered possession to the Premises to Tenant but for
such delay or the Commencement Date specified in the Basic
Lease Provisions, whichever is later.  "Substantially
Completed" means ( i ) substantial completion of Landlord's
work according to commercially reasonable standards, except
for "punch list" items which can be completed or corrected
after occupancy without causing unreasonably interference
with Tenant's use of the Premises.


		     58.  SIZE OF PREMISES

     58.     The determinations contained in this Lease
which are based on the size of the  Premises, including, but
not limited to, the Basic Rent and Tenant's share of
Operating and Tax Expense assume that the Premises contains
35,886 rentable square feet ("RSF") of the building
containing 252,973 rentable square feet.

		       59.  HVAC SYSTEM

     59.  The HVAC System is a VAV multi-zoned system
controlled by thermostats utilizing direct air expansion
with one building air handler and perimeter re-heat coils.
The entire system is electric.  The after-hours HVAC is
activated by Tenant through computer located in the ground
floor mailroom.  Tenant shall pay for after-hours HVAC use
at the prevailing rate.  The present rate is $20.00 per
hour, per zone and the Suites 500 and 600 are in two HVAC
zones each. The Building Standard HVAC Hours mean the hours
from 8:00 a.m. to 6:00 p.m. Monday to Friday and 9:00 a.m.
to 1:00 p.m. on Saturday, exclusive of all statutory or
legal holidays generally recognized in the State of
California, or such other reasonable hours as Landlord may
from time to time specify.

		    60.   HAZARDOUS MATERIALS

     60.    Landlord represents and warrants to Tenant that
to its knowledge, there are no hazardous substances located
in or under the building, property, or the Premises, and
there has been no violation thereof of any law governing
hazardous substances.  Except as set forth below in the Article
60, if any hazardous materials are discovered during Tenant's
occupancy it will be removed or encapsulated as appropriate
by Landlord, at Landlord's sole cost and expense.
Notwithstanding anything to the contrary contained in this
Lease, Tenant shall not itself, and shall not permit any of
its agents, employees, contractors or other invitees to use
or store or otherwise discharge any hazardous materials on or
about the Premises, the Building or the Common Areas (other
than small quantities of cleaning solutions and ordinary
office products in customary amounts necessary for Tenant's
permitted use of the Premises, provided that their use and
storage are in accordance with applicable law.)  Except to
the extent that Tenant is in violation of the foregoing
provision, Tenant shall not be responsible to Landlord with
respect to any hazardous material present on or about the
Premises, the Building as of the Commencement Date.  For
purposes of this Lease, "hazardous materials" shall mean any
material or substance that is now or hereafter prohibited or
regulated by any statute, law, rule, regulation or ordinance
or that is now or hereafter designated by any governmental
authority to be radioactive, toxic, hazardous or otherwise a
danger to health, reproduction or the environment.

Landlord agrees to indemnify, defend and hold Tenant
harmless from and against any and all claims, judgments,
damages, penalties, fines, costs, liabilities or losses
(including, without limitation, diminution in value of the
Building, and sums paid in settlement of claims, reasonable
attorneys' fees, consultant fees and expert fees)
(collectively, "Claims") which arise during or after the
Term of this Lease, as a result of the presence of any
Hazardous Material in, on, or under the Building or
Property, except to the extent that such Claims result from
the presence of any Hazardous Material on the Property which
was introduced onto the Property by Tenant.

	         61.  OPTION TO EXTEND

     61.1  Tenant shall have one (1) FIVE (5) year option to
extend the Lease at the then  prevailing market rental rate,
which is representative of the rentals, which will be
charged to a tenant of similar size, stature and use of
Tenant for new leases then being entered into a Class A
office buildings in Warner Center in Woodland Hills,
California at the time the option term will commence . To
exercise an option, Tenant must provide written notice to
that effect to Landlord at least nine (9) months prior to
the expiration of the initial Term of the Lease or any
extension thereof.

     61.2  Except for Basic Monthly Rental rate and parking
charges all terms and conditions of the Lease, including tax
rent and expense rent, shall be in full force and effect
during an option term, EXCEPT THE BASE YEAR FOR TAX RENT AND
EXPENSE RENT SHALL BE ADJUSTED TO 2007.  During any option
term hereof, the monthly rental shall be computed in
accordance with Articles 61.1 and 61.4.

     61.3  Tenant's option or options may be exercised only
if Tenant is not in default under the Lease beyond all cure
periods as of the date notice is served and remains so
through the expiration of the initial Term or any extension
thereof.  If the option is properly exercised and Tenant
is not in default beyond any applicable cure period, the
Term shall be extended for the period provided above.

     61.4  In the event that the parties are unable to reach
agreement as to the amount of the rental during the option
term or terms of the Lease, at least four (4) months prior
to the end of the initial term or any extension thereof,
each party shall within ten (10) business days select an
appraiser.  Such appraisers shall meet within ten (10)
days after selection for the purpose of determining fair
market value for the Premises based upon the current market
value and then current market conditions.  If such appraisers
are unable to agree, an additional appraiser shall be
selected by the designated appraisers.  If such appraisers
are unable to select a third appraiser, such their appraiser
shall be appointed by the presiding judge of the Superior
Court of Los Angeles County, State of California, at the
request of either party.  All appraisers appointed pursuant
to these provisions shall be impartial and unrelated,
directly or indirectly, so far as employment or services
are concerned, to either of the parties hereto.
Within ten (10) days of such appointment, all appraisers
shall meet and determine the fair market rental value as set
forth above, and shall resolve such question within twenty
(20) days from the date of selection of the third appraiser.
A majority decision shall be final at any time of the
proceeding.  Each party shall bear his or its own expenses,
except that expenses relating to the selection and services
of the third appraiser shall be borne equally by the
parties.

     61.5  Each and every option granted in this Article 61 are
personal to Tenant and its Affiliates and shall not inure to
the benefit of any other successor, assignee or subtenant.
Tenant or its Affiliates must be occupying the Premises when
it exercises an option.

       62.  CONDITION OF PREMISES UPON TERMINATION

     62.  (a) Upon the expiration or termination
of this Lease, Tenant shall leave the
Premises peaceably and quietly and in as good order and
condition as the same were on the date the Term of this
Lease commenced, or were thereafter placed in by Landlord or
with the Allowance, reasonable wear and tear, damage by fire
or other casualty, acts of God and the elements excepted.
Any property left on the Premises ten (10) days after the
expiration or termination of this Lease shall be deemed to
have been abandoned and the property of Landlord to dispose
of as Landlord deems expedient.

          (b)  Tenant shall have the right to remove from
its walls any Tenant Property including but not limited to
furniture or millwork attached to the walls (unless paid for
by the Landlord), and to remove any phone equipment
purchased by Tenant and attached to walls.  Any
discoloration of paint or wall covering, or any nail or
screw holes apparent from such removal, shall be deemed
normal wear and tear, as will the condition of the walls
resulting from the customary removal of said items from the
walls.

                       63.  SIGNAGE

     63.  Landlord shall grant Tenant the right to install
building standard suite door signage at their main entrance
on both floors to their premises and a maximum thirty (30)
lines of Building Standard nameplates in the ground floor
building lobby directory.  Landlord shall pay for said
signage costs.  Any additional or modifications to suite
door signs, nameplate, lobby directory shall be at Tenant's
sole expense.  At Tenant sole cost and expense, Tenant shall
have the right to install elevator lobby signage on the
fifth (5th) floor subject to the Landlord's reasonable
approval.  Tenant shall pay the cost to install and maintain
the fifth floor lobby signage and the costs to remove such
signage at the termination of this Lease.

     Provided Tenant obtains Landlord's written approval,
not to be unreasonably withheld conditioned or delayed and
provided Tenant obtains all governmental approvals, Tenant
shall also have the right to the east monument sign
(currently utilized by State Compensation Fund) and no other
name or tenant shall be allowed on said monument sign during
the term of this Lease. Tenant shall pay the cost to modify
the signage, and the cost to maintain and remove such
signage at the termination of this Lease.

     No other monument signs shall be installed on the
Property within twenty five feet of Tenant's sign through
out the Term

		     64.  INTENTIONALLY DELETED

		     65.  FIRST RIGHT OF REFUSAL

     65.  Tenant shall have a ten (10) day First Right of
Refusal to Lease any vacant and available space on the
fourth and sixth floors of the Building ("First Right of
Refusal space") for the term of the Lease.  Landlord shall
notify Tenant in writing that Landlord has a bonefide
acceptable Lease Proposal with a prospective tenant for all
or part of the First Right of Refusal space.  Tenant shall
have ten (10) days from Tenant's receipt of written
notification to agree to the bonefide market terms set
forth.  In the event that Tenant accepts the First Right of
Refusal terms, Landlord shall draft a Lease Addendum
specifying the terms for both parties execution.  However,
if the Landlord does not receive Tenant's written response
within the ten (10) day period or if Tenant responds by
declining to exercise its First Right of Refusal, Landlord
may Lease the space to a third party.  This First Right of
Refusal shall be subordinate to any existing rights granted
to building tenants, as of the date this Lease is executed.

THE PARTIES HERETO HAVE EXECUTED THIS LEASE ON THE DATES
SPECIFIED IMMEDIATELY ADJACENT TO THEIR RESPECTIVE
SIGNATURES.

THIS LEASE HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY
FOR THEIR APPROVAL.  NO REPRESENTATION OR RECOMMENDATION IS
MADE BY THE LANDLORD OR ITS AGENTS OR EMPLOYEES AS TO THE
LEGAL EFFECT OR TAX CONSEQUENCES OF THIS LEASE OR THE
TRANSACTION RELATING THERETO.

                               "LANDLORD"

                         NOMURA - WARNER CENTER
                         ASSOCIATES, L.P.

Date:10/25/00                 /s/ Naomasa Arakawa
                         By:  Naomasa Arakawa, Secretary & Treasurer
                              Nomura Warner, Inc.
                              General Partnership


                                  "TENANT"

                          SYNCOR INTERNATIONAL CORPORATION


Date:_______________           /s/ Monty Fu
                          By:  Monty Fu
				       Chairman of the Board


<PAGE>

				     Exhibit 10.21


                          AMENDMENT No. 1 TO
                   SYNCOR INTERNATIONAL CORPORATION
                      DEFERRED COMPENSATION PLAN


     Pursuant to the authority in Section 5.1 of the Syncor
International Corporation Deferred Compensation Plan (the "Plan"),
SYNCOR INTERNATIONAL CORPORATION, a Delaware corporation, hereby
amends the Plan as follows:

     1.   Effective January 1, 1998, Section 1.8 of the Plan is
deleted and the following is substituted in its place:

          1.8  Corporation:  Syncor International Corporation, a
  		   Delaware corporation, and any successor thereof,
		   as well as any affiliated corporation that adopts
		   the Plan with the consent of Syncor International
		   Corporation.

     2.   Effective June 15, 2000, the following sentences are
added to Section 2.3 of the Plan:

     Effective June 15, 2000, such hypothetical investments shall
     include stock, rights to acquire stock and other obligations of
     Syncor International Corporation (collectively, "Employer
     Securities"). No rights associated with any of the assets of any
     trust referred to in Section 5.6, including without limitation
     Employer Securities, shall be exercisable by or rest with any
     Participant in the Plan.

     3.   Effective January 1, 1998, Section 5.1 of the Plan is
amended by substituting "Syncor International Corporation" for "the
Corporation" therein.

     4.   Effective January 1, 1998, the last sentence of Section 5.6
of the Plan is deleted and the following is substituted in its place:

     Notwithstanding the foregoing, the Corporation may transfer
assets, including any insurance policies and Employer Securities, to a
grantor trust of the type known as a "rabbi trust" with Syncor
International Corporation as grantor and owner of such trust.

     Dated this 21st day of November, 2000.

                                   SYNCOR INTERNATIONAL
                                         CORPORATION


                                   By /s/ Robert Funari
                                      Its President
<PAGE>

                           Exhibit 10.34


                       FIRST AMENDMENT TO
              THE SYNCOR INTERNATIONAL CORPORATION
                 NEW EMPLOYEE STOCK OPTION PLAN

     This FIRST AMENDMENT TO THE SYNCOR INTERNATIONAL
CORPORATION NEW EMPLOYEE STOCK OPTION PLAN, is made as of
December 5, 2000, pursuant to resolutions of the Board of
Directors of Syncor International Corporation, a Delaware
corporation, made during a meeting held on December 5, 2000,
and amends that certain Syncor International Corporation New
Employee Stock Option Plan, dated as of June 1, 1998 (the
"Plan").  The purpose of this First Amendment is to amend
the Plan to increase the number of shares available for
awards under the Plan from 1,000,000 option shares (after
taking into account the two-for-one stock split effective
August 9, 2000) to 1,500,000 option shares.

     1.   Section 1.4 of the Plan is hereby deleted in its
          entirety and in replacement thereof shall be the
	    following:

                    1.4  Stock Subject to the
               Plan.  The maximum aggregated
               number of shares of Common Stock
               that may be issued after June 1,
               1998 under this Plan shall not
               exceed 1,500,000 shares.

<PAGE>
		          	Exhibit 10.43

                      CREDIT AGREEMENT


    THIS CREDIT AGREEMENT (this "Agreement"), dated as of October 17, 2000,
is among SYNCOR INTERNATIONAL CORPORATION, a Delaware corporation (the
"Borrower"), BANK ONE, NA, a national banking association having its office
in Chicago, Illinois, those other lenders from time to time party hereto (Bank
One and such other lenders being referred to herein individually as a
"Lender" and collectively as the "Lenders"), and BANK ONE, as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent"), and THE BANK OF NOVA SCOTIA, as documentation agent (in such
capacity, the "Documentation Agent").  The parties hereto agree as follows:


                                   ARTICLE I

                                  DEFINITIONS

    As used in this Agreement:

    "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Borrower or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or limited liability
company, or division thereof, whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power
only by reason of the happening of a contingency) or a majority (by percentage
or voting power) of the outstanding ownership interests of a partnership or
limited liability company.

    "Additional Lender Agreement" is defined in Section 12.3.1(ii)(c).

    "Adjustment Date" shall mean, as applicable, the effective date upon
which an Applicant Institution shall become a "Lender" hereunder pursuant to
Section 12.3.1, an existing Lender shall be assigned a portion of another
existing Lender's Commitment pursuant to Section 12.3.2 or an existing Lender
shall temporarily or permanently increase its Commitment pursuant to Section
12.4.

    "Administrative Agent" means Bank One in its capacity as agent for the
Lenders pursuant to Article X, and not in its individual capacity as a Lender,
and any successor Administrative Agent appointed pursuant to Article X.

    "Advance" means a borrowing hereunder (or conversion or continuation
thereof) consisting of the aggregate amount of the several Loans made on the
same Borrowing Date (or date of conversion or continuation) by the Lenders to
the Borrower of the same Type and, in the case of Fixed Rate Advances, for the
same Interest Period.

    "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person.  A Person
shall be deemed to control another Person if the controlling Person owns 5% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

    "Aggregate Commitment" means at any date the sum of the Commitments of the
Lenders at such date, as the same may be increased or decreased from time to
time as permitted hereunder, with the "Aggregate Commitment" in effect on the
Effective Date being set forth on the initial Commitment Schedule attached
hereto as Annex 1; provided, however, that in no event shall the Aggregate
Commitment be increased to an amount in excess of the then current Maximum
Aggregate Commitment.

    "Agreement" means this credit agreement, as it may be amended or modified
and in effect from time to time.

    "Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4.

    "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the Federal
Funds Effective Rate for such day plus 1/2% per annum.

    "Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

    "Applicant Institution" is defined in Section 12.3.1(i).

    "Arranger" means Banc One Capital Markets, Inc., a Delaware corporation,
and its successors, in its capacity as Lead Arranger and Sole Book Runner.

    "Article" means an article of this Agreement unless another document is
specifically referenced.

    "Assignment Agreement" is defined in Section 12.2.1(ii)(c).

    "Authorized Officer" means any of the President, Chief Financial Officer
or Treasurer of the Borrower, acting singly.

    "Bank One" means Bank One, NA, a national banking association having its
principal office in Chicago, Illinois, in its individual capacity, and its
successors.

    "Borrower" means Syncor International Corporation, a Delaware corporation,
and it successors and assigns.

    "Borrowing Date" means a date on which an Advance is made hereunder.

    "Borrowing Notice" is defined in Section 2.8.

    "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago and New York for the conduct of
substantially all of their commercial lending activities, interbank wire
transfers can be made on the Fedwire system and dealings in United States
dollars are carried on in the London interbank market and (ii) for all
other purposes, a day (other than a Saturday or Sunday) on which banks
generally are open in Chicago for the conduct of substantially all of their
commercial lending activities and interbank wire transfers can be made on the
Fedwire system.

    "Capital Expenditures" means, without duplication, any expenditures for
any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with Agreement Accounting Principles.

    "Capitalized Lease" of a Person means any lease of Property by such Person
as lessee which would be capitalized on a balance sheet of such Person prepared
in accordance with Agreement Accounting Principles.

    "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

    "Change in Control" with respect to the Borrower is deemed to have
occurred at such time as any of the following events shall occur:

            (i)     There shall be consummated any consolidation and merger of
the Borrower in which the Borrower is not the continuing or surviving
corporation or pursuant to which the voting stock of the Borrower would be
converted into cash, securities or other property; or

            (ii)    There is a report filed by any person, including such
person's Affiliates, on Schedule 13D or 14D-1 (or any successor schedule, form
or report) pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"), disclosing that such person (for the purposes of this definition only,
the term "person" is used as defined in Section 13(d)(3) or Section 14(d)(2)
of the Exchange Act or any successor provision to either of the foregoing) has
become the beneficial owner (as the term "beneficial owner" is defined
under Rule 13d-3 or any successor rule or regulation promulgated under the
Exchange Act) of 50% or more of the voting power of the Borrower's voting stock
outstanding; provided, however, that a Change in Control shall not be deemed to
have occurred if at any time the Borrower, any Subsidiary of the Borrower, any
employee stock ownership plan or any other employee benefit plan, including any
pension plan of the Borrower or any Subsidiary of the Borrower, or any person
holding voting stock for or pursuant to the terms of such employee benefit
plan, files or becomes obligated to file a report under or in response to
Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report)
under the Exchange Act disclosing beneficial ownership by it of shares of
voting stock in the Borrower, whether in excess of 50% or otherwise.

    "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

    "Commitment" means, for any Lender on any date, the dollar amount
specified as such Lender's "Commitment" on the then current Commitment
Schedule, as such amount may be increased by written agreement of the Borrower
and such Lender (subject to the limitation on the Maximum Aggregate
Commitment), or decreased as a result of any assignment by such Lender of some
or all of such Commitment pursuant to Section 12.3 below or by written
agreement of the Administrative Agent, the Borrower and 100% of the Lenders,
with each Lender's Commitment in effect on the Effective Date being set forth
on the initial Commitment Schedule attached hereto as Annex 1.

    "Commitment Schedule" means a schedule setting forth the current Aggregate
Maximum Commitment, Aggregate Commitment and, for each Lender, such Lender's
Commitment and Percentage Share, as such schedule may be modified from time to
time consistent with the Loan Document, and with the Commitment Schedule as in
effect on the Effective Date being attached hereto as Annex 1

    "Condemnation" is defined in Section 7.8

    "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person,
or agrees to maintain the net worth or working capital or other financial
condition of any other Person, or otherwise assures any creditor of such other
Person against loss, including, without limitation, any comfort letter,
operating agreement, take-or-pay contract or obligations in connection with
letters of credit.

    "Controlled Group" means all members of a controlled group of corporations
or other business entities and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any of
its Subsidiaries, are treated as a single employer under Section 414 of the
Code.

    "Conversion/Continuation Notice" is defined in Section 2.9.

    "Default" means an event described in Article VII.

    "Documentation Agent" is defined in the introductory paragraph of this
Agreement.

    "EBITDA" means, for any period and with respect to any Person and all such
Person's Subsidiaries on a consolidated basis, (i) the net earnings (or loss)
after taxes for such period taken as a single accounting period, plus (ii)
depreciation, depletion and amortization expense for such period, plus (iii)
federal, state and local income (or equivalent) taxes paid or accrued for such
period, plus (iv) total interest expense for such period (including
amortization of capitalized Indebtedness issuance costs), whether paid or
accrued (including the interest component of Capitalized Leases), including all
commissions, discounts and other fees and charges owed with respect to letters
of credit, plus (v) extraordinary, unusual or non-recurring losses and non-cash
charges for any disposition of businesses or early extinguishment of
Indebtedness for such period, minus (vi) extraordinary, unusual or non-
recurring gains, and minus (vii) any cash payments with respect to any non-cash
charges and expenses related to the disposition of businesses or early
extinguishment of Indebtedness previously taken into account for such
period, in each case determined in accordance with Agreement Accounting
Principles and, in the case of clauses (ii) through (vii), to the extent
included in the determination of net earnings (or loss) for such period.

    "Effective Date" means the date as of which all conditions precedent to
the funding of the initial Advance pursuant to Article IV below have been
satisfied and the initial Advance funded.

    "Environmental Laws" means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees, plans, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions relating to (i) the
protection of the environment, (ii) the effect of the environment on human
health, (iii) emissions, discharges or releases of pollutants, contaminants,
hazardous substances or wastes into surface water, ground water or land, or
(iv) the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

    "ERISA" means the Employee Retirement Income Security Act of l974,
    as amended from time to time, and any rule or regulation issued thereunder.

    "Eurodollar Advance" means an Advance which bears interest at a Eurodollar
Rate.

    "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for the
relevant Eurodollar Interest Period, the applicable London interbank offered
rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00
a.m. (London time) two Business Days prior to the first day of such Eurodollar
Interest Period, in the approximate amount of Bank One's (in its capacity as a
Lender) relevant Eurodollar Loan and having a maturity approximately equal to
such Eurodollar Interest Period.

    "Eurodollar Interest Period" means, with respect to a Eurodollar Advance,
a period of one, two, three or six months commencing on a Business Day selected
by the Borrower pursuant to this Agreement. Such Eurodollar Interest Period
shall end on the day which corresponds numerically to such date one, two, three
or six months thereafter, provided, however, that if there is no such
numerically corresponding day in such next, second, third or sixth succeeding
month, such Eurodollar Interest Period shall end on the last Business
Day of such next, second, third or sixth succeeding month.  If a Eurodollar
Interest Period would otherwise end on a day which is not a Business Day, such
Eurodollar Interest Period shall end on the next succeeding Business Day,
provided, however, that if said next succeeding Business Day falls in a new
calendar month, such Eurodollar Interest Period shall end on the immediately
preceding Business Day.

    "Eurodollar Loan" means a Loan which bears interest at a Eurodollar Rate.

    "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Eurodollar Interest Period, the sum of (i) the quotient of (a) the
Eurodollar Base Rate applicable to such Eurodollar Interest Period, divided by
(b) one minus the Reserve Requirement (expressed as a decimal) applicable to
such Eurodollar Interest Period, plus (ii) the Applicable Margin.

    "Existing Credit Agreement" means that certain Credit Agreement dated as
of January 5, 1998 by and among the Borrower, Bank One and other lenders party
thereto, and Bank One as Administrative Agent for the lenders thereunder, as
amended, modified, waived or supplemented from time to time.

    "Existing Letters of Credit" means those Letters of Credit issued for the
account of the Borrower by Bank One under the Existing Credit Agreement which
are outstanding on the Effective Date, such Letters of Credit being described
on Annex 2 hereto.

    "Facility LC" is defined in Section 2.18.1 and shall include each of the
Existing Letters of Credit.

    "Facility LC Application" is defined in Section 2.18.3.

    "Facility LC Collateral Account" is defined in Section 2.18.11.

    "Facility Termination Date" means October 1, 2005 or any earlier date on
which the Aggregate Commitment is reduced to zero or otherwise terminated
pursuant to the terms hereof.

    "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations at approximately
10:00 a.m. (Chicago time) on such day on such transactions received by the
Administrative Agent from three Federal funds brokers of recognized Standing
selected by the Administrative Agent I its sole discretion.

    "Fixed Rate" means the Eurodollar Rate

    "Fixed Rate Advance" means an Advance which bears interest at a Fixed
Rate.

    "Fixed Rate Loan" means a Loan which bears interest at a Fixed Rate.

    "Floating Rate" means, for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable Margin, changing when
and as the Alternate Base Rate changes.

    "Floating Rate Advance" means an Advance which bears interest at the
Floating Rate.

    "Floating Rate Loan" means a Loan which bears interest at the Floating
Rate.

    "Guarantor" means Comprehensive Medical Imaging, Inc., Syncor Overseas
Ltd. and any other now existing or hereafter established or acquired Subsidiary
Of the Borrower required to provide a Guaranty pursuant to Section 2.19 below
And its respective successors and assigns.

    "Guaranty" means a guaranty executed by a Guarantor in favor of the
Administrative Agent, for the ratable benefit of the Lenders, in the form of
Exhibit A hereto, as it may be amended or modified and in effect from time to
time.

    "Increasing Lender" is defined in Section 12.4.

    "Indebtedness" of a Person means, without duplication, such Person's (i)
obligations for borrowed money, (ii) obligations representing the deferred
purchase price of Property or services (other than accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), (iii) obligations, whether or not assumed, secured by Liens or payable
out of the proceeds or production from Property now or hereafter owned or
acquired by such Person, (iv) obligations which are evidenced by notes,
acceptances, or other instruments, (v) Capitalized Lease Obligations, and (vi)
Contingent Obligations.

    "Interest Expense" means, for the Borrower and its Subsidiaries on a
consolidated basis for any period, the sum, without duplication, of (i)
interest paid or payable during such period on Indebtedness, plus (ii) all debt
discount and expense amortized or required to be amortized during such period,
plus (iii) all obligations in respect of interest rate or currency swap, rate
cap or similar transactions paid or required to be paid during such period,
determined in accordance with Agreement Accounting Principles.

    "Interest Coverage Ratio" means, as of any date of determination, the
ratio of (i) net income of the Borrower and its Subsidiaries (determined on a
consolidated basis) for the twelve (12) month period ending on such date plus
all amounts deducted in the computation thereof on account of Interest Expense
and taxes imposed on or measured by income or excess profits, to (ii) Interest
Expense of the Borrower and its Subsidiaries (determined on a consolidated
basis) for such period.

    "Interest Period" means a Eurodollar Interest Period.

    "Investment" of a Person means any loan, advance (other than commission,
travel and similar advances to officers and employees made in the ordinary
course of business), extension of credit (other than accounts receivable
arising in the ordinary course of business on terms customary in the trade) or
contribution of capital by such Person; stocks, bonds, mutual funds,
partnership interests, notes, debentures or other securities owned by such
Person; any deposit accounts and certificate of deposit owned by such Person;
and structured notes, derivative financial instruments and other similar
instruments or contracts owned by such Person.

    "LC Drawing" is defined in Section 2.18.5

    "LC Issuer" means Bank One in its capacity as the issuer of Facility LCs
pursuant to Section 2.18.

    "LC Obligations" means, at any time, the sum, without duplication, of: (i)
the aggregate undrawn stated amount under all Facility LCs, plus (ii) the
aggregate unpaid amount at such time of all unrepaid LC Drawings.

    "LC Payment Date" is defined in Section 2.18.6.

    "Lenders" means the lending institutions listed on the signature pages of
this Agreement and their respective successors and assigns.

    "Lending Installation" means, with respect to a Lender or the
Administrative Agent, any office, branch, subsidiary or affiliate of such
Lender or the Administrative Agent.

    "Leverage Ratio" means, as of any date of determination, the ratio of (i)
the total Indebtedness of the Borrower and its Subsidiaries (determined on a
consolidated basis) as of such date divided by (ii) the EBITDA of the Borrower
and its Subsidiaries (determined on a consolidated basis) for the twelve (12)
month period ending on such date.

    "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

    "Loan" means, with respect to a Lender, such Lender's loan made pursuant
to Article II (or any conversion or continuation thereof).

    "Loan Documents" means this Agreement, the Notes, the Guaranties, the
Subordination Agreements and any and all other documents, instruments and
agreements contemplated hereby and executed by the Borrower or any Guarantor in
favor of the Administrative Agent or any Lender in connection herewith.

    "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower or any Guarantor to perform its obligations under the
Loan Documents (provided that any such effect with respect to the Borrower or
any Guarantor shall not constitute a Material Adverse Effect if not more than
10% of the total asset of the Borrower and its Subsidiaries on a consolidated
basis is affected adversely by such effect), or (iii) the validity or
enforceability of any of the Loan Documents or the rights or remedies of the
Administrative Agent or the Lenders thereunder.

    "Maximum Aggregate Commitment" shall mean $200,000,000, as such amount
may be increased or decreased from time to time by written agreement of the
Administrative Agent, the Borrower and 100% of the Lenders.

    "Modification" is defined in Section 2.18.1.

    "Net Worth" means as to any Person the book net worth of such Person and
its consolidated Subsidiaries, determined in accordance with Agreement
Accounting Principles.

    "Non-U.S. Lender" is defined in Section 3.5(iv).

    "Note" means a promissory note, in substantially the form of Exhibit B,
duly executed by the Borrower and payable to the order of a Lender, including
any amendment, modification, renewal or replacement of such promissory note.

    "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Notes, the Outstanding Letters of Credit, and unrepaid LC
Drawings, all accrued and unpaid fees and all expenses, reimbursements,
indemnities and other obligations of the Borrower to the Lenders or to any
Lender, the Administrative Agent or any indemnified party hereunder arising
under the Loan Documents

    "Other Taxes" is defined in Section 3.5(ii).

    "Outstanding" shall mean with respect to Facility LCs, any Facility LC
which has not been canceled, expired unutilized or fully drawn upon and
reference to the "amount" of any Outstanding Facility LC shall be deemed to
mean the amount available for drawing thereunder.

    "Participants" is defined in Section 12.2.1.

    "Payment Date" means the last day of each calendar quarter.

    "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

    "Percentage Share" means for any Lender at any date that percentage which
such Lender's Commitment bears to the Aggregate Commitment, with the Percentage
Share of each of the Lender's on the Effective Date being set forth on the
initial Commitment Schedule attached hereto as Annex 1.

    "Person" means any natural person, corporation, firm, joint venture,
partnership, association, enterprise, trust or other entity or organization, or
any government or political subdivision or any agency, department or
instrumentality thereof.

    "Plan" means an employee pension benefit plan which is covered by Title IV
of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Borrower or any member of the Controlled Group may have
any liability.

    "Pricing Schedule" means the pricing schedule attached hereto as Annex 3.

    "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

    "Property" of a Person means any and all property, whether real, personal,
tangible, intangible, or mixed, of such Person, or other assets owned, leased
or operated by such Person.

    "Rate Hedging Agreement" means an agreement, device or arrangement
providing for payments which are related to fluctuations of interest rates,
exchange rates or forward rates, including, but not limited to, dollar-
denominated or cross-currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection
agreements, forward rate currency or interest rate options, puts and warrants.

    "Rate Hedging Obligations" of a Person means any and all obligations of
such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Hedging Agreements, and (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any Rate Hedging Agreement.

    "Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor thereto or
other regulation or official interpretation of said Board of Governors relating
to reserve requirements applicable to member banks of the Federal Reserve
System.

    "Regulation U" means Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to
the extension of credit by banks for the purpose of purchasing or carrying
margin stocks applicable to member banks of the Federal Reserve System.

    "Reportable Event" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of
the notice requirement in accordance with either Section 4043(a) of ERISA or
Section 412(d) of the Code.

    "Required Lenders" means Lenders in the aggregate having at least 51% of
the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 51% of the aggregate unpaid principal
amount of the outstanding Advances; provided, however, that if there are only
two Lenders hereunder, Required Lenders shall include both Lenders.

    "Reserve Requirement" means, with respect to a Eurodollar Interest Period,
the maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on
Eurocurrency liabilities.

    "Section" means a numbered section of this Agreement, unless another
document is specifically referenced

    "Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

    "Subordination Agreement" means a subordination agreement executed by a
Guarantor in favor of the Administrative Agent, for the ratable benefit of the
Lenders, in the form of Exhibit C hereto, as it may be amended or modified and
in effect from time to time.

    "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or
more of its Subsidiaries or by such Person and one or more of its Subsidiaries,
or (ii) any partnership, limited liability company, association, joint venture
or similar business organization more than 50% of the ownership interests
having ordinary voting power of which shall at the time be so owned or
controlled.  Unless otherwise expressly provided, all references herein to a
"Subsidiary" shall mean a Subsidiary of the Borrower.

    "Substantial Portion" means, with respect to the Property of the Borrower
and its Subsidiaries, Property which represents more than 5% of the
consolidated assets of the Borrower and its Subsidiaries as would be shown in
the consolidated financial statements of the Borrower and its Subsidiaries as
at the beginning of the twelve-month period ending with the month in which such
determination is made.

    "Temporary Increase Termination Date" is defined in Section 12/4.

    "Type" means, with respect to any Advance, its nature as a Floating Rate
Advance or a Eurodollar Advance.

    "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

    "Unmatured Default" means an event which but for the lapse of time or the
giving of notice, or both, would constitute a Default.

    "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of the
outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability
company, association, joint venture or similar business organization 100% of
the ownership interests having ordinary voting power of which shall at the time
be so owned or controlled.

    The foregoing definitions shall be equally applicable to both the singular
and plural forms of the defined terms.


                                   ARTICLE II

                                  THE CREDITS

    2.1.    Commitment.  From and including the date of this Agreement and
prior to the Facility Termination Date, each Lender severally agrees, on the
terms and conditions set forth in this Agreement, to make Loans to the Borrower
from time to time in amounts not to exceed in the aggregate at any one time
outstanding the amount of its Commitment; provided, however, that the aggregate
amount of Loans made by all Lenders at any one time outstanding shall not
exceed the Aggregate Commitment minus the aggregate dollar amount of LC
Obligations on such date.  Subject to the terms of this Agreement, the Borrower
May borrow, repay and reborrow at any time prior to the Facility Termination
Date.  The Commitments to lend hereunder shall expire on the Facility
Termination Date.

    2.2.    Required Payments; Termination  Subject to the mandatory prepayment
requirements of Section 2.17, all outstanding Advances and all other unpaid
Obligations shall be paid in full by the Borrower on the Facility Termination
Date.

    2.3.    Ratable Loans.  Each Advance hereunder shall consist of Loans made
from the several Lenders ratably in accordance with their respective Percentage
Shares.

    2.4.    Types of Advances.  The Advances may be Floating Rate Advances or
Eurodollar Advances, or a combination thereof, selected by the Borrower in
accordance with Sections 2.8 and 2.9.

    2.5.    Commitment Fee; Reductions in Aggregate Commitment.  The Borrower
agrees to pay to the Administrative Agent for the account of each Lender a
commitment fee equal to the applicable percentage per annum set forth under the
definition of "Applicable Margin" on the amount, calculated daily, equal to
such Lender's Commitment minus such Lender's Percentage Share of all
outstanding Advances and LC Obligations, from the date hereof to and including
the Facility Termination Date, payable in arrears on each Payment Date
hereafter and on the Facility Termination Date.  The Borrower may permanently
reduce the Aggregate Commitment in whole, or in part ratably among the Lenders
in integral multiples of $5,000,000, upon at least three Business Days' written
notice to the Administrative Agent, which notice shall specify the amount of
any such reduction, provided, however, that the amount of the Aggregate
Commitment may not be reduced below the sum of aggregate principal amount of
the outstanding Advances and LC Obligations.  All accrued commitment fees shall
be payable on the effective date of any termination of the obligations of the
Lenders to make Loans hereunder.

    2.6.    Minimum Amount of Each Advance.  Each Fixed Rate Advance shall be
in the minimum amount of $3,000,000 (and in multiples of $1,000,000 if in
excess thereof), and each Floating Rate Advance shall be in the minimum amount
of $1,000,000 (and in multiples of $500,000 if in excess thereof), provided,
however, that any Floating Rate Advance may be in the amount of the unused
Aggregate Commitment.

   2.7.    Optional Principal Payments.  The Borrower may from time to time
pay, without penalty or premium, all outstanding Floating Rate Advances, or, in
a minimum aggregate amount of $1,000,000 or any integral multiple of $500,000
in excess thereof, any portion of the outstanding Floating Rate Advances upon
one Business Day's prior notice to the Administrative Agent.  Fixed Rate
Advances may not be voluntarily paid prior to the last day of the respective
Interest Periods therefor.

    2.8    Method of Selecting Types and Interest Periods for New Advances.
The Borrower shall select the Type of Advance and, in the case of each Fixed
Rate Advance, the Interest Period applicable to each Advance from time to time.
 The Borrower shall give the Administrative Agent irrevocable notice (a
"Borrowing Notice") not later than 10:00 a.m. (Chicago time) on the Borrowing
Date of each Floating Rate Advance, and three Business Days before the
Borrowing Date for each Eurodollar Advance, specifying:

            (i)     the Borrowing Date, which shall be a Business Day, of such
                    Advance,

            (ii)    the aggregate amount of such Advance, the Type of Advance
                    selected, and


            (iii)   the Type of Advance selected, and

            (iv)    in the case of each Fixed Rate Advance, the Interest Period
                    applicable thereto.

Not later than 12:00 noon (Chicago time) on each Borrowing Date, each Lender
shall make available its Loan or Loans, in funds immediately available in
Chicago to the Administrative Agent at its address specified pursuant to
Article XIII.  The Administrative Agent will make the funds so received from
the Lenders available to the Borrower at the Administrative Agent's aforesaid
address.

    2.9.    Conversion and Continuation of Outstanding Advances.  Floating Rate
Advances shall continue as Floating Rate Advances unless and until such
Floating Rate Advances are converted into Fixed Rate Advances.  Each Fixed Rate
Advance shall continue as a Fixed Rate Advance until the end of the then
applicable Interest Period therefor, at which time such Fixed Rate Advance
<PAGE>
shall be automatically converted into a Floating Rate Advance unless the
Borrower shall have given the Administrative Agent a Conversion/Continuation
Notice requesting that, at the end of such Interest Period, such Fixed Rate
Advance either continue as a Fixed Rate Advance for the same or another
Interest Period or be converted into an Advance of another Type.  Subject to
the terms of Section 2.6, the Borrower may elect from time to time to convert
all or any part of an Advance of any Type into any other Type of Advances;
provided that any conversion of any Fixed Rate Advance shall be made on, and
only on, the last day of the Interest Period applicable thereto.  The Borrower
shall give the Administrative Agent irrevocable notice (a
Conversion/Continuation Notice") of each conversion of an Advance or
continuation of a Fixed Rate Advance not later than 10:00 a.m. (Chicago time)
at least one Business Day, in the case of a conversion into a Floating Rate
Advance, or three Business Days, in the case of a conversion into or
continuation of a Fixed Rate Advance, prior to the date of the requested
conversion or continuation, specifying:

            (i)     the requested date which shall be a Business Day, of such
                    conversion or continuation,

            (ii)    the aggregate amount and Type of the Advance which is to be
                    converted or continued, and

            (iii)   the amount and Type(s) of Advance(s) into which such
                    Advance is to be converted or continued and, in the case of
                    a conversion into or continuation of a Fixed Rate Advance,
                    the duration of the Interest Period applicable thereto.

    2.10.   Changes in Interest Rate, Etc.  Each Floating Rate Advance shall
bear interest on the outstanding principal amount thereof, for each day from
and including the date such Advance is made or is converted from a Fixed Rate
Advance into a Floating Rate Advance pursuant to Section 2.9 to but excluding
the date it becomes due or is converted into a Fixed Rate Advance pursuant to
Section 2.9, at a rate per annum equal to the Floating Rate for such day.
Changes in the rate of interest on that portion of any Advance maintained as
a Floating Rate Advance will take effect simultaneously with each change in the
Alternate Base Rate.  Each Fixed Rate Advance shall bear interest on the
outstanding principal amount thereof from and including the first day of the
Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the interest rate determined as applicable to such Fixed
Rate Advance based upon the Borrower's selections under Section 2.8 and 2.9 and
otherwise in accordance with the terms hereof.  The Borrower shall select
Interest Periods so that it is not necessary to repay any portion of a
Eurodollar Advance prior to the last day of the applicable Interest Period in
order to make a mandatory prepayment required pursuant to Section 2.17.

    2.11.   Rates Applicable After Default.  Notwithstanding anything to the
contrary contained in Section 2.8 or 2.9, during the continuance of a Default
the Required Lenders may, at their option, by notice to the Borrower (which
notice may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring unanimous consent of the Lenders to changes
in interest rates), declare that no Advance may be made as, converted into or
continued as a Fixed Rate Advance.  If any Advance is not paid at maturity,
whether by acceleration or otherwise, or any LC Drawing is not paid when due,
the Required Lenders may, at their option, by notice to the Borrower (which
notice may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring unanimous consent of the Lenders to changes
in interest rates), declare that all outstanding Obligations (including any
Advance and any unrepaid LC Drawing) shall bear interest at a rate per annum
equal to the Floating Rate plus 2% per annum.

    2.12.   Method of Payment.  All payments of the Obligations hereunder shall
be made, without setoff, deduction, or counterclaim, in immediately available
funds to the Administrative Agent at the Administrative Agent's address
specified pursuant to Article XIII, or at any other Lending Installation of the
Administrative Agent specified in writing by the Administrative Agent to the
Borrower, by noon (local time) on the date when due and shall be applied
ratably by the Administrative Agent among the Lenders.  Each payment
delivered to the Administrative Agent for the account of any Lender shall be
delivered promptly by the Administrative Agent to such Lender in the same type
of funds that the Administrative Agent received at its address specified
pursuant to Article XIII or at any Lending Installation specified in a notice
received by the Administrative Agent from such Lender.  The Administrative
Agent is hereby authorized to charge the account of the Borrower maintained
with Bank One for each payment of principal, interest and fees as it
becomes due hereunder.

    2.13.   Noteless Agreement; Evidence of Indebtedness.  (i)  Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each
Loan made by such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

            (ii)    The Administrative Agent shall also maintain accounts in
which it will record (a) the amount of each Loan made hereunder, the Type
thereof and the Interest Period with respect thereto, (b) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (c) the amount of any sum received by
the Administrative Agent hereunder from the Borrower and each Lender's share
thereof.

            (iii)   The entries maintained in the accounts maintained pursuant
to paragraphs (i) and (ii) above shall be prima facie evidence of the
existence and amounts of the Obligations therein recorded; provided, however,
that the failure of the Administrative Agent or any Lender to maintain such
accounts or any error therein shall not in any manner affect the obligation of
the Borrower to repay the Obligations in accordance with their terms.

            (iv)    Any Lender may request that its Loans be evidenced by a
Note.  In such event, the Borrower shall prepare, execute and deliver to such
Lender such Note payable to the order of such Lender.  Thereafter, the Loans
evidenced by such Note and interest thereon shall at all times (including
after any assignment pursuant to Section 12.3) be represented by one or more
Notes payable to the order of the payee named therein or any assignee pursuant
to Section 12.3, except to the extent that any such Lender or assignee
subsequently returns any such Note for cancellation and requests that such
Loans once again be evidenced as described in paragraphs (i) and (ii) above.

    2.14.   Interest Payment Dates; Interest and Fee Basis.  Interest accrued
on each Floating Rate Advance shall be payable on each Payment Date, commencing
with the first such date to occur after the date hereof, on any date on which
the Floating Rate Advance is prepaid, whether due to acceleration or otherwise,
and at maturity.  Interest accrued on that portion of the outstanding principal
amount of any Floating Rate Advance converted into a Fixed Rate Advance on a
day other than a Payment Date shall be payable on the date of conversion.
Interest accrued on each Fixed Rate Advance shall be payable on the last day of
its applicable Interest Period, on any date on which the Fixed Rate Advance is
prepaid, whether by acceleration or otherwise, and at maturity. Interest
accrued on each Fixed Rate Advance having an Interest Period longer than three
months shall also be payable on the last day of each three-month interval
during such Interest Period.  Interest on Fixed Rate Loans, commitment fees and
letter of credit fees shall be calculated for actual days elapsed on the basis
of a 360-day year.  Interest on Floating Rate Loans shall be calculated for
actual days elapsed on the basis of a 365-, or when appropriate 366-, day year.
 Interest shall be payable for the day an Advance is made but not for the day
of any payment on the amount paid if payment is received prior to noon (local
time) at the place of payment.  If any payment of principal of or interest on
an Advance shall become due on a day which is not a Business Day, such payment
shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest in connection with such payment.

    2.15.   Lending Installations.  Each Lender may book its Loans at any
Lending Installation selected by such Lender and may change its Lending
Installation from time to time.  All terms of this Agreement shall apply to any
such Lending Installation and the Notes shall be deemed held by each Lender for
the benefit of such Lending Installation.  Each Lender may, by written or telex
notice to the Administrative Agent and the Borrower, designate a Lending
Installation through which Loans will be made by it and for whose account Loan
payments are to be made.

    2.16.   Non-Receipt of Funds by the Administrative Agent.  Unless the
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the
Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or
(ii) in the case of the Borrower, a payment of principal, interest or fees to
the Administrative Agent for the account of the Lenders, that it does not
intend to make such payment, the Administrative Agent may assume that such
payment has been made.  The Administrative Agent may, but shall not be
obligated to, make the amount of such payment available to the intended
recipient in reliance upon such assumption.  If such Lender or the Borrower, as
the case may be, has not in fact made such payment to the Administrative Agent,
the recipient of such payment shall, on demand by the Administrative Agent,
repay to the Administrative Agent the amount so made available together with
interest thereon in respect of each day during the period commencing on the
date such amount was so made available by the Administrative Agent until the
date the Administrative Agent recovers such amount at a rate per annum equal to
(i) in the case of payment by a Lender, the Federal Funds Effective Rate for
such day or (ii) in the case of payment by the Borrower, the interest rate
applicable to the relevant Loan.

    2.17.   Mandatory Prepayment Requirements.  The Borrower shall pay to the
Administrative Agent for application against Loans outstanding (and with an
automatic and permanent concomitant reduction in the Aggregate Commitment
regardless of whether or not sufficient Loans are outstanding for such amount
to be applied as a prepayment) as a mandatory prepayment hereunder promptly
upon receipt thereof (i) 100% of the net cash proceeds from the issuance by
the Borrower or any of its Subsidiaries of any common stock, preferred stock,
warrant or other equity security consummated on or after April 1, 2001; and
(ii) 50% of the net cash proceeds from the issuance of any Indebtedness (other
than Indebtedness permitted to be incurred pursuant to subsections (i), (iii),
(v) and (vi) of Section 6.11 below) for borrowed money or otherwise evidenced
by notes or other instruments on or after the date hereof; provided, however,
that the obligation of the Borrower to make such mandatory prepayment pursuant
to this Section 2.17 shall terminate and be of no further force or effect upon
the consummation of sales of equity and/or issuances of Indebtedness which
result in the reduction of the Aggregate Commitment pursuant to this Section
2.17 by $50,000,000.

    2.18.   Facility LCs.

            2.18.1.   Issuance.  The LC Issuer hereby agrees, on the terms and
    conditions set forth in this Agreement, to issue letters of credit (each,
    a "Facility LC") and to renew, extend, increase, decrease or otherwise
    modify each Facility LC ("Modify," and each such action a "Modification"),
    from time to time from and including the date of this Agreement and prior
    to the Facility Termination Date upon the request of the Borrower;
    provided that immediately after each such Facility LC is issued or
    Modified: (i) the aggregate amount of the outstanding LC Obligations shall
    not exceed $20,000,000, and (ii) the Borrower shall be in compliance with
    the limitations of Section 2.1.  No Facility LC shall have an expiry date
    later than the earlier of (a) the first anniversary of the issuance date
    thereof (or such longer period as may be approved by the Administrative

    Agent) and (b) the fifth Business Day prior to the Facility Termination
    Date; provided, however, that any Facility LC with an expiry date
    complying with the limitation of subsection (a) may, subject to the
    limitation of subsection (b) above, provide for the automatic renewal
    thereof for additional one year periods (or such longer period as may be
    approved by the Administrative Agent).  From and after the Effective Date
    each Existing Letters of Credit shall automatically be deemed to
    constitute a "Facility LC" for all purposes of this Agreement and
    the other Loan Documents, including, without limitation, for purposes of
    determining the availability of new Facility LCs hereunder, and each of
    the Lenders shall automatically be deemed to have purchased an undivided
    participation therein pursuant to Section 2.18.2 on and as of the
    Effective Date.

            2.18.2.   Participations.  Upon the issuance or Modification by
    the LC Issuer of a Facility LC in accordance with this Section 2.18, the
    LC Issuer shall be deemed, without further action by any party hereto, to
    have unconditionally and irrevocably sold to each Lender, and each Lender
    shall be deemed, without further action by any party hereto, to have
    unconditionally and irrevocably purchased from the LC Issuer, a
    participation in such Facility LC (and each Modification thereof) and the
    related LC Obligations in proportion to its Percentage Share.

            2.18.3.   Notice.  Subject to Section 2.18.1, the Borrower shall
    give the LC Issuer notice prior to 10:00 a.m. (Los Angeles time) at least
    five Business Days prior to the proposed date of issuance or Modification
    of each Facility LC, specifying the beneficiary, the proposed date of
    issuance (or Modification) and the expiry date of such Facility LC, and
    describing the proposed terms of such Facility LC and the nature of the
    transactions proposed to be supported thereby.  Upon receipt of such
    notice, the LC Issuer shall promptly notify the Administrative Agent, and
    the Administrative Agent shall promptly notify each Lender, of the
    contents thereof and of the amount of such Lender's participation in such
    proposed Facility LC.  The issuance or Modification by the LC Issuer of
    any Facility LC shall, in addition to the conditions precedent set forth
    in Article IV (the satisfaction of which the LC Issuer shall have no duty
    to ascertain), be subject to the conditions precedent that such Facility
    LC shall be satisfactory to the LC Issuer and that the Borrower shall have
    executed and delivered such application agreement and/or such other
    instruments and agreements relating to such Facility LC as the LC Issuer
    shall have reasonably requested (each, a "Facility LC Application").  In
    the event of any conflict between the terms of this Agreement and the
    terms of any Facility LC Application, the terms of this Agreement shall
    control.

            2.18.4.   LC Fees.  The Borrower shall pay to the Administrative
    Agent, for the account of the Lenders ratably in accordance with their
    respective Percentage Shares:  (i) with respect to each standby Facility
    LC, a letter of credit fee computed at a per annum rate equal to the
    Applicable Margin for Eurodollar Loans in effect from time to time on the
    average daily undrawn stated amount under such standby Facility LC, such
    fee to be payable in arrears on each Payment Date and on the Facility
    Termination Date, and (ii) with respect to each Facility LC which is not a
    standby Facility LC, a letter of credit fee computed at a per annum rate
    equal to 75% of the Applicable Margin for Eurodollar Loans in effect from
    time to time on the average daily undrawn stated amount under such
    Facility LC, such fee to be payable in arrears on each Payment Date and on
    the Facility Termination Date; provided, however, that during the
    continuance of a Default, fees payable pursuant to (i) and (ii) above
    shall be increased by 2% per annum and, provided further, that the letter
    of credit fees payable on account of the Existing Letters of Credit for
    the calendar quarter ending December 31, 2000 shall be pro rated and that
    portion thereof accrued prior to the Effective Date shall be paid to the
    Administrative Agent for distribution to the lenders under the Existing
    Credit Agreement and that portion thereof accrued from and after the
   <PAGE>
    Effective Date shall be paid to the Administrative Agent for distribution
    to the Lenders hereunder.  The Borrower shall also pay to the LC Issuer
    for its own account(1) at the time of issuance of each Facility LC and at
    the effective date of any extension thereof, a fronting fee in such amount
    as may be agreed to by the LC Issuer and the Borrower, and (2) documentary
    and processing charges in connection with the issuance or Modification of
    and draws under Facility LCs in accordance with the LC Issuer's standard
    schedule for such charges as in effect from time to time.

            2.18.5.   Administration; Reimbursement by Lenders.  Upon receipt
    from the beneficiary of any Facility LC of any demand for payment under
    such Facility LC, the LC Issuer shall notify the Administrative Agent and
    the Administrative Agent shall promptly notify the Borrower and each other
    Lender as to the amount to be paid by the LC Issuer as a result of such
    demand (each, an "LC Drawing").  The responsibility of the LC Issuer to
    the Borrower and each Lender shall be only to determine that the documents
    (including each demand for payment) delivered under each Facility LC in
    connection with such presentment shall be in conformity in all material
    respects with such Facility LC.  The LC Issuer shall endeavor to exercise
    the same care in the issuance and administration of the Facility LCs as it
    does with respect to letters of credit in which no participations are
    granted, it being understood that in the absence of any gross negligence
    or willful misconduct by the LC Issuer, each Lender shall be
    unconditionally and irrevocably liable without regard to the occurrence of
    any Default or any condition precedent whatsoever, to reimburse the LC
    Issuer on demand for (i) such Lender's Percentage Share of the amount of
    each payment made by the LC Issuer under each Facility LC to the extent
    such amount is not reimbursed by the Borrower pursuant to Section 2.18.6
    below, plus (ii) interest on the foregoing amount to be reimbursed by such
    Lender, for each day from the date of the LC Issuer's demand for such
    reimbursement (or, if such demand is made after 10:00 a.m. (Los Angeles
    time) on such date, from the next succeeding Business Day) to the date on
    which such Lender pays the amount to be reimbursed by it, at a rate of
    interest per annum equal to the Federal Funds Effective Rate for the first
    three days and, thereafter, at a rate of interest equal to the rate
    applicable to Floating Rate Advances.

            2.18.6.   Reimbursement by Borrower.  The Borrower shall be
    irrevocably and unconditionally obligated to reimburse the LC Issuer for
    each LC Drawing in full:  (i) prior to the occurrence of a Default and
    acceleration of the Obligations, on the date the Administrative Agent
    notifies the Borrower (which notice may be telephonic) of such LC Drawing
    if such notice is given prior to 12:00 noon (Chicago time) or on the next
    succeeding Business Day if given after 12:00 noon (Chicago time), or (ii)
    following he occurrence of a Default and acceleration of the Obligations,
    without demand upon or notice to the Borrower on the date of such LC
    Drawing (the "LC Payment Date" for the related Facility LC).  Nothing
    contained herein shall constitute a waiver by the Borrower or any Lender
    of any claim for direct (but not consequential)damages suffered by the
    Borrower or such Lender to the extent, but only to the extent, caused by
    (1) the willful misconduct or gross negligence of the LC Issuer in
    determining whether a request presented under any Facility LC issued
    by it complied with the terms of such Facility LC or (2) the LC Issuer's
    failure to pay under any Facility LC issued by it after the presentation
    to it of a request strictly complying with the terms and conditions of
    such Facility LC.  Any LC Drawing not paid on LC Payment Date therefor and
    remaining unpaid by the Borrower shall bear interest, payable on demand,
    for each day until paid at a rate per annum equal to (a) the rate
    applicable to Floating Rate Advances for such day if such day falls on or
    before the LC Payment Date and (b) the sum of 2% plus the rate applicable
    to Floating Rate Advances for such day if such day falls after such LC
    Payment Date.  The LC Issuer will pay to each Lender ratably in accordance
    with its respective Percentage Share all amounts received by it from the
    Borrower for application in payment, in whole or in part, of the
    Reimbursement Obligation in respect of any Facility LC issued by the LC
    Issuer, but only to the extent such Lender has made payment to the LC
    Issuer in respect of such Facility LC pursuant to Section 2.18.5.  Subject
    to the terms and conditions of this Agreement (including without
    limitation the submission of a Borrowing Notice and/or
    Conversion/Continuation Notice in compliance with Section 2.8 and/or
    Section 2.9 and the satisfaction of the applicable conditions
    precedent set forth in Article IV), the Borrower may request an Advance
    hereunder for the purpose of satisfying any Reimbursement Obligation.

            2.18.7.   Obligations Absolute.  The Borrower's obligations under
    this Section 2.18 shall be absolute and unconditional under any and all
    circumstances and irrespective of any setoff, counterclaim or defense to
    payment which the Borrower may have or have had against the LC Issuer, any
    Lender or any beneficiary of a Facility LC.  The Borrower further agrees
    With the LC Issuer and the Lenders that the LC Issuer and the Lenders
    shall not be responsible for, and the Borrower's reimbursement
    obligation in respect of any Facility LC shall not be affected by, among
    other things, the validity or genuineness of documents or of any
    endorsement thereon, even if such documents should in fact prove to be in
    any or all respects invalid, fraudulent or forged, or any dispute between
    or among the Borrower, any of its Affiliates, the beneficiary of any
    Facility LC or any financing institution or other party to whom any
    Facility LC may be transferred or any claims or defenses whatsoever of the
    Borrower or of any of its Affiliates against the beneficiary of any
    Facility LC or any such transferee.  The LC Issuer shall not be liable for
    any error, omission, interruption or delay in transmission, dispatch or
    delivery of any message or advice, however transmitted, in connection with
    any Facility LC.  The Borrower agrees that any action taken or omitted by
    the LC Issuer or any Lender under or in connection with each Facility LC
    and the related drafts and documents, if done without gross negligence or
    willful misconduct, shall be binding upon the Borrower and shall not put
    the LC Issuer or any Lender under any liability to the Borrower.  Nothing
    in this Section 2.18.7 is intended to limit the right of the Borrower to
    make a claim against the LC Issuer for damages as contemplated by the
    second sentence of Section 2.18.6.

            2.18.8.   Actions of LC Issuer.  The LC Issuer shall be entitled
    to rely, and shall be fully protected in relying, upon any Facility LC,
    draft, writing, resolution, notice, consent, certificate, affidavit,
    letter, cablegram, telegram, telecopy, telex or teletype message,
    statement, order or other document reasonably believed by it to be genuine
    and correct and to have been signed, sent or made by the proper Person or
    Persons, and upon advice and statements of legal counsel, independent
    accountants and other experts selected by the LC Issuer.  The LC Issuer
    shall be fully justified in failing or refusing to take any action under
    this Agreement unless it shall first have received such advice or
    concurrence of the Required Lenders as it reasonably deems appropriate or
    it shall first be indemnified to its reasonable satisfaction by the
    Lenders against any and all liability and expense which may be incurred by
    it by reason of taking or continuing to take any such action.
    Notwithstanding any other provision of this Section 2.18, the LC Issuer
    shall in all cases be fully protected in acting, or in refraining from
    acting, under this Agreement in accordance with a request of the Required
    Lenders, and such request and any action taken or failure to act Pursuant
    thereto shall be binding upon the Lenders and any future holders of a
    participation in any Facility LC.

            2.18.9.   Indemnification.  The Borrower hereby agrees to
    indemnify and hold harmless each Lender, the LC Issuer and the
    Administrative Agent, and their respective directors, officers, agents and
    employees from and against any and all claims and damages, losses,
    liabilities, costs or expenses which such Lender, the LC Issuer or the
    Administrative Agent may incur (or which may be claimed against such
    Lender, the LC Issuer or the Administrative Agent by any Person
    whatsoever) by reason of or in connection with the issuance, execution and
    delivery or transfer of or payment or failure to pay under any Facility LC
    or any actual or proposed use of any Facility LC, including, without
    limitation, any claims, damages, losses, liabilities, costs or expenses
    which the LC Issuer may incur by reason of or in connection with (i) the
    failure of any other Lender to fulfill or comply with its obligations to
    the LC Issuer hereunder (but nothing herein contained shall affect any
    rights the Borrower may have against any defaulting Lender) or (ii) by
    reason of or on account of the LC Issuer issuing any Facility LC which
    specifies that the term "Beneficiary" included therein includes any
    successor by operation of law of the named Beneficiary, but which
    Facility LC does not require that any drawing by any such successor
    Beneficiary be accompanied by a copy of a legal document, satisfactory to
    the LC Issuer, evidencing the appointment of such successor Beneficiary;
    provided that the Borrower shall not be required to indemnify any Lender,
    the LC Issuer or the Administrative Agent for any claims, damages, losses,
    liabilities, costs or expenses to the extent, but only to the extent,
    caused by (a) the willful misconduct or gross negligence of the LC Issuer
    in determining whether a request presented under any Facility LC complied
    with the terms of such Facility LC or (b) the LC Issuer's failure to pay
    under any Facility LC after the presentation to it of a request strictly
    complying with the terms and conditions of such Facility LC. Nothing in
    this Section 2.18.9 is intended to limit the obligations of the Borrower
    under any other provision of this Agreement.

            2.18.10.  Lenders' Indemnification.  Each Lender shall, ratably in
    accordance with its Percentage Share, indemnify the LC Issuer, its
    affiliates and their respective directors, officers, agents and employees
    (to the extent not reimbursed by the Borrower) against any cost, expense
    (including reasonable counsel fees and disbursements), claim, demand,
    action, loss or liability (except such as result from such indemnitees'
    gross negligence or willful misconduct or the LC Issuer's failure to pay
    under any Facility LC after the presentation to it of a request strictly
    complying with the terms and conditions of the Facility LC) that such
    indemnitees may suffer or incur in connection with this Section 2.18 or
    any action taken or omitted by such indemnitees hereunder.

            2.18.11.  Facility LC Collateral Account.  The Borrower agrees
    that it will, upon the request of the Administrative Agent or the Required
    Lenders made at any time following the occurrence of a Default and until
    the final expiration date of any Facility LC and thereafter as long as any
    amount is payable to the LC Issuer or the Lenders in respect of any
    Facility LC, maintain a special collateral account pursuant to
    arrangements satisfactory to the Administrative Agent (the "Facility LC
    Collateral Account") at the Administrative Agent's office at the address
    specified pursuant to Article XIII, in the name of such Borrower but under
    the sole dominion and control of the Administrative Agent, for the benefit
    of the Lenders and in which such Borrower shall have no interest other
    than as set forth in Section 8.1.  The Borrower hereby pledges, assigns
    and grants to the Administrative Agent, on behalf of and for the ratable
    benefit of the Lenders and the LC Issuer, a security interest in all of
    the Borrower's right, title and interest in and to all funds which may
    from time to time be on deposit in the Facility LC Collateral Account to
    secure the prompt and complete payment and performance of the Obligations.
    The Administrative Agent will invest any funds on deposit from time to
    time in the Facility LC Collateral Account in certificates of deposit of
    Bank One having a maturity not exceeding 30 days.  Nothing in this Section
    2.18.11 shall either obligate the Administrative Agent to require the
    Borrower to deposit any funds in the Facility LC Collateral Account or
    limit the right of the Administrative Agent to release any funds held in
    the Facility LC Collateral Account in each case other than as required by
    Section 8.1.

            2.18.12.  Rights as a Lender.  In its capacity as a Lender, the LC
    Issuer shall have the same rights and obligations as any other Lender.

    2.19.    Guaranties and Subordination Agreements.  As additional credit
support for the Obligations, the Borrower shall cause to be executed and
delivered to the Administrative Agent a Guaranty and a Subordination Agreement
from each required Guarantor existing at the Effective Date.  The Borrower
shall also cause to be executed and delivered to the Administrative Agent
following the Effective Date a Guaranty and a Subordination Agreement from any
other direct or indirect Wholly-Owned Subsidiary (whether now existing or
hereafter established or acquired) from time to time if such Subsidiary shall
have (i) gross revenues equal to or in excess of five percent (5%) of the
consolidated gross revenues of the Borrower and its Subsidiaries for the
immediately preceding twelve-month period or (ii) total assets equal to or in
excess of five percent (5%) of the consolidated total assets of the Borrower
and its Subsidiaries as of the last day of the most recent fiscal quarter,
accompanied by such corporate resolutions and/or other evidence of authority as
the Administrative Agent may reasonably request, including, without limitation,
the case of Subsidiaries which are organized under laws of jurisdictions
located outside of the United States of America, opinions of foreign counsel.
Notwithstanding the foregoing, at the request of the Borrower the
Administrative Agent and the Required Lenders may, in their sole and absolute
discretion, agree to waive the requirement of delivery of a Guaranty and a
Subordination Agreement by non-U.S. organized Wholly-Owned Subsidiaries of the
Borrower which would otherwise be required to deliver such documents hereunder
in the event the Administrative Agent and the Required Lenders determine that
the delivery of such documents by such Wholly-Owned Subsidiary would have a
material negative tax or other financial impact on the Borrower.

    2.20.   Telephonic Notices.  The Borrower hereby authorizes the Lenders
and the Agent to extend, convert or continue Advances, effect selections of
Types of Advances and to transfer funds based on telephonic notices made by
any person or persons the Agent or any Lender in good faith believes to be
acting on behalf of the Borrower, it being understood that the foregoing
authorization is specifically intended to allow Borrowing Notices and
Conversion/Continuation Notices to be given telephonically.  The Borrower
agrees to deliver promptly to the Agent a written confirmation, if such
confirmation is requested by the Agent or any Lender, of each telephonic
notice signed by an Authorized Officer.  If the written confirmation differs
in any material respect from the action taken by the Agent and the Lenders,
the records of the Agent and the Lenders shall govern absent manifest error.

    2.21.   Notification of Advances, Etc.  Promptly after receipt thereof,
the Agent will notify each Lender of the contents of each Borrowing Notice,
Conversion/Continuation Notice and repayment notice received by it hereunder.
The Agent will notify each Lender of the interest rate applicable to each
Eurodollar Advance promptly upon determination of such interest rate and will
give each Lender prompt notice of each change in the Alternate Base Rate.


                                  ARTICLE III

                             CHANGE IN CIRCUMSTANCES

    3.1.    Yield Protection.  If any law or any governmental or quasi-
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law), or any interpretation thereof, or the compliance of
any Lender therewith,

            (i)     subjects any Lender or any applicable Lending Installation
                    to any tax, duty, charge or withholding on or from payments
                    due from the Borrower (excluding federal taxation of the
                    overall net income of any Lender or applicable Lending
                    Installation), or changes the basis of taxation of
                    payments to any Lender in respect of its Loans or other
                    amounts due it hereunder, or

            (ii)    imposes or increases or deems applicable any reserve,
                    assessment, insurance charge, special deposit or similar
                    requirement against assets of, deposits with or for the
                    account of, or credit extended by, any Lender or any
                    applicable Lending Installation (other than reserves and
                    assessments taken into account in determining the interest
                    rate applicable to Fixed Rate Advances), or

            (iii)   imposes any other condition the result of which is to
                    increase the cost to any Lender or any applicable Lending
                    Installation of making, funding or maintaining loans or
                    reduces any amount receivable by any Lender or any
                    applicable Lending Installation in connection with loans,
                    or requires any Lender or any applicable Lending
                    Installation to make any payment calculated by reference to
                    the amount of loans held or interest received by it, by an
                    amount deemed material by such Lender,

then, within 15 days of demand by such Lender, the Borrower shall pay such
Lender that portion of such increased expense incurred or reduction in an
amount received which such Lender determines is attributable to making, funding
and maintaining its Loans and its Commitment.  Notwithstanding anything to the
contrary set forth above in this Section, this Section shall not apply to
Floating Rate Loans.

    3.2.    Changes in Capital Adequacy Regulations.  If a Lender determines
the amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a Change, then, within 15 days of demand by such
Lender, the Borrower shall pay such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion of such increased
capital which such Lender determines is attributable to this Agreement,
its Loans or its obligation to make Loans hereunder (after taking into account
such Lender's policies as to capital adequacy).  "Change" means (i) any change
after the date of this Agreement in the Risk-Based Capital Guidelines or (ii)
any adoption of or change in any other law, governmental or quasi-governmental
rule, regulation, policy, guideline, interpretation, or directive (whether or
not having the force of law) after the date of this Agreement which affects the
amount of capital required or expected to be maintained by any Lender or any
Lending Installation or any corporation controlling any Lender (other than any
change taken into account in determining the interest rate applicable to Fixed
Rate Advances).  "Risk-Based Capital Guidelines" means (i) the risk-based
capital guidelines in effect in the United States on the date of this
Agreement, including transition rules, and (ii) the corresponding capital
regulations promulgated by regulatory authorities outside the United States
implementing the July 1988 report of the Basle Committee on Banking Regulation
and Supervisory Practices Entitled "International Convergence of Capital
Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.
Notwithstanding anything to the contrary set forth above in this Section, this
Section shall not apply to Floating Rate Loans.

    3.3.    Availability of Types of Advances.  If any Lender determines that
maintenance of any of its Fixed Rate Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation, or directive, whether or
not having the force of law, or if the Required Lenders determine that (i)
deposits of a type and maturity appropriate to match fund Fixed Rate Advances
are not available or (ii) the interest rate applicable to a Type of Advance
does not accurately reflect the cost of making or maintaining such Advance,
then the Administrative Agent shall suspend the availability of the affected
Type of Advance and require any Fixed Rate Advances of the affected Type to be
repaid.

    3.4.    Funding Indemnification.  If any payment of a Fixed Rate Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Fixed Rate
Advance is not made on the date specified by the Borrower for any reason other
than default by the Lenders, the Borrower will indemnify each Lender for any
loss or cost incurred by it resulting therefrom, including, without limitation,
any loss or cost in liquidating or employing deposits acquired to fund or
maintain the Fixed Rate Advance.

    3.5     Taxes (i)  All payments by the Borrower to or for the account of
any Lender or the Agent hereunder or under any Note shall be made free and
clear of and without deduction for any and all Taxes.  If the Borrower shall
be required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any Lender or the Agent, (a) the sum payable shall be increased
as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 3.5) such
Lender or the Agent (as the case may be) receives an amount equal to the sum
it would have received had no such deductions been made, (b) the Borrower
shall make such deductions, (c) the Borrower shall pay the full amount
deducted to the relevant authority in accordance with applicable law and (d)
the Borrower shall furnish to the Agent the original copy of a receipt
evidencing payment thereof within 30 days after such payment is made.

    (ii)    In addition, the Borrower hereby agrees to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Note or from the execution or delivery of, or otherwise with respect to,
this Agreement or any Note ("Other Taxes").

    (iii)   The Borrower hereby agrees to indemnify the Agent and each Lender
for the full amount of Taxes or Other Taxes (including, without limitation,
any Taxes or Other Taxes imposed on amounts payable under this Section 3.5)
paid by the Agent or such Lender and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto.  Payments
due under this indemnification shall be made within 30 days of the date the
Agent or such Lender makes demand therefor pursuant to Section 3.6.

    (iv)    Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a "Non-U.S. Lender") agrees that it
will, not more than ten Business Days after the date of this Agreement, (i)
deliver to each of the Borrower and the Agent two duly completed copies of
United States Internal Revenue Service Form W- 8BEN or W-8ECI, certifying in
either case that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes, and (ii) deliver to each of the Borrower and the Agent a United States
Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is
entitled to an exemption from United States backup withholding tax.  Each Non-
U.S. Lender further undertakes to deliver to each of the Borrower and the
Agent (x) renewals or additional copies of such form (or any successor form)
on or before the date that such form expires or becomes obsolete, and (y)
after the occurrence of any event requiring a change in the most recent forms
so delivered by it, such additional forms or amendments thereto as may
be reasonably requested by the Borrower or the Agent.  All forms or amendments
described in the preceding sentence shall certify that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of
any United States federal income taxes, unless an event (including without
limitation any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Lender from duly
completing and delivering any such form or amendment with respect to it and
such Lender advises the Borrower and the Agent that it is not capable of
receiving payments without any deduction or withholding of United States
federal income tax.

    (v)     For any period during which a Non-U.S. Lender has failed to
provide the Borrower with an appropriate form pursuant to clause (iv), above
(unless such failure is due to a change in treaty, law or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, occurring subsequent to the date on which a form originally was
required to be provided), such Non-U.S. Lender shall not be entitled to
indemnification under this Section 3.5 with respect to Taxes imposed by the
United States; provided that, should a Non-U.S. Lender which is otherwise
exempt from or subject to a reduced rate of withholding tax become subject to
Taxes because of its failure to deliver a form required under clause (iv),
above, the Borrower shall take such steps as such Non-U.S. Lender shall
reasonably request to assist such Non-U.S. Lender to recover such Taxes.

    (vi)      Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver
to the Borrower (with a copy to the Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed
by applicable law as will permit such payments to be made without withholding
or at a reduced rate.

    (vii)     If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political
subdivision thereof asserts a claim that the Agent did not properly withhold
tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered or properly completed, because such Lender
failed to notify the Agent of a change in circumstances which rendered its
exemption from withholding ineffective, or for any other reason), such Lender
shall indemnify the Agent fully for all amounts paid, directly or indirectly,
by the Agent as tax, withholding therefor, or otherwise, including penalties
and interest, and including taxes imposed by any jurisdiction on amounts
payable to the Agent under this subsection, together with all costs and
expenses related thereto (including attorneys fees and time charges of
attorneys for the Agent, which attorneys may be employees of the Agent).  The
obligations of the Lenders under this Section 3.5(vii) shall survive the
payment of the Obligations and termination of this Agreement.

    3.6     Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Fixed Rate Loans to reduce any liability of the Borrower to such
Lender under Sections 3.1 and 3.2 or to avoid the unavailability of a Type of
Advance under Section 3.3, so long as such designation is not disadvantageous
to such Lender.  Each Lender shall deliver a written statement of such Lender
to the Borrower (with a copy to the Administrative Agent) as to the amount due,
if any, under Section 3.1, 3.2 or 3.4.  Such written statement shall set forth
in reasonable detail the calculations upon which such Lender determined such
amount and shall be final, conclusive and binding on the Borrower in the
absence of manifest error.  Determination of amounts payable under such
Sections in connection with a Fixed Rate Loan shall be calculated as though
each Lender funded its Fixed Rate Loan through the purchase of a deposit of the
type and maturity corresponding to the deposit used as a reference in
determining the Fixed Rate applicable to such Loan, whether in fact that is the
case or not.  Unless otherwise provided herein, the amount specified in the
written statement of any Lender shall be payable on demand after receipt by the
Borrower of such written statement.  The obligations of the Borrower under
Sections 3.1, 3.2 or 3.4 and 3.5 shall survive payment of the Obligations and
termination of this Agreement.
<PAGE>
                                  ARTICLE IV

                 CONDITIONS PRECEDENT; WITHHOLDING TAX EXEMPTION

    4.1     Initial Advance.  The Lenders shall not be required to make the
initial Advance hereunder at any time prior to the date of this Agreement and
unless and until the Borrower has furnished to the Administrative Agent with,
in the case of each of the Loan Documents, sufficient copies for the Lenders:

             (i)    Duly executed originals of this Agreement.

            (ii)    Duly executed originals of a Guaranty from each required
                    Guarantor existing at the Effective Date.

            (iii)   Duly executed originals of a Subordination Agreement from
                    each required Guarantor existing at the Effective Date.

            (iv)    Copies of the articles of incorporation of the Borrower,
                    together with all amendments, and a certificate of good
                    standing, both certified by the Secretary of State of the
                    State of Delaware.

            (v)     Copies, certified by the Secretary or Assistant Secretary
                    of the Borrower, of its by-laws and of its Board of
                    Directors' resolutions (and resolutions of other bodies, if
                    any are deemed necessary by counsel for any Lender)
                    authorizing the execution of the Loan Documents.

            (vi)    An incumbency certificate, executed by the Secretary or
                    Assistant Secretary of the Borrower, which shall identify
                    by name and title and bear the signature of the officers of
                    the Borrower authorized to sign the Loan Documents and to
                    make borrowings hereunder, upon which certificate the
                    Administrative Agent and the Lenders shall be entitled
                    to rely until informed of any change in writing by the
                    Borrower.

            (vii)   With respect to each of the Guarantors, copies of its
                    articles of incorporation, together with all amendments,
                    and a certificate of good standing, both certified by the
                    appropriate governmental officer in its jurisdiction of
                    incorporation.

            (viii)  With respect to each of the Guarantors, copies, certified
                    by the Secretary or Assistant Secretary of such Guarantor,
                    of its by-laws and of its Board of Directors' resolutions
                    (and resolutions of other bodies, if any are deemed
                    necessary by counsel for any Lender) authorizing the
                    execution of the Guaranty to which it is party.

            (ix)    With respect to each of the Guarantors, an incumbency
                    certificate, executed by the Secretary or Assistant
                    Secretary of such Guarantor, which shall identify by name
                    and title and bear the signature of the officers of such
                    Guarantor authorized to sign the Guaranty to which it
                    is party.

            (x)     A certificate, signed by the chief financial officer of the
                    Borrower, stating that on the initial Borrowing Date no
                    Default or Unmatured Default has occurred and is
                    continuing.

            (xi)    A written opinion of counsel to the Borrower and the
                    Guarantors, addressed to the Lenders in substantially the
                    form of Exhibit D hereto.

            (xii)   To the extent requested by any Lender, a Note payable to
                    the order of such Lender.

            (xiii)  Written money transfer instructions, in substantially the
                    form of Exhibit E hereto, addressed to the Administrative
                    Agent and signed by an Authorized Officer, together with
                    such other related money transfer authorizations as the
                    Administrative Agent may have reasonably requested.

            (xiv)   Evidence satisfactory to the Administrative Agent that upon
                    funding of the initial Advance hereunder, all
                    "Obligations"  of the Borrower under (and as the term
                    "Obligations" is defined in) the Existing Credit
                    Agreement (other than with respect to the Existing Letters
                    of Credit) shall have been (or upon the funding of the
                    first Advance hereunder shall be) paid in full and the
                    credit facility evidenced thereby cancelled.

            (xv)    Such other documents as any Lender or its counsel may have
                    reasonably requested.

            (xvi)   For delivery by the Administrative Agent to each of the
                    Lenders, the upfront fee which the Borrower has agreed to
                    pay as a condition precendent to the effectiveness of this
                    Agreement and, for delivery by the Administrative Agent and
                    to itself and the Arranger, as applicable, the
                    administrative and arrangement fees described in that
                    certain letter agreement dated June 23, 2000 among the
                    Administrative Agent, the Arranger and the Borrower.

    4.2.    Each Advance.  The Lenders shall not be required to make any
Advance (other than an Advance that, after giving effect thereto and to the
application of the proceeds thereof, does not increase the aggregate amount of
outstanding Advances), unless on the applicable Borrowing Date

            (i)     There exists no Default or Unmatured Default.

            (ii)    The representations and warranties contained in Article V
                    are true and correct in all material respects as of such
                    Borrowing Date except to the extent any such representation
                    or warranty is stated to relate solely to an earlier date,
                    in which case such representation or warranty shall be true
                    and correct on and as of such earlier date.

            (iii)   All legal matters incident to the making of such Advance
                    shall be reasonably satisfactory to the Lenders and their
                    counsel.

Each Borrowing Notice with respect to each such Advance shall constitute a
representation and warranty by the Borrower that the conditions contained in
Sections 4.2(i) and (ii) have been satisfied.  Any Lender may, through the
Administrative Agent, require a duly completed compliance certificate in
substantially the form of Exhibit F hereto as a condition to making an Advance.

                                  ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

    The Borrower represents and warrants to the Lenders that:

    5.1.   Corporate Existence and Standing.  Each of the Borrower and its
Subsidiaries is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation and has all
requisite authority to conduct its business in each jurisdiction where its
ownership of property or conduct of business requires such authority and where
failure to have such authority could have a Material Adverse Effect.

    5.2.    Authorization and Validity.  Each of the Borrower and the
Guarantors has the corporate power and authority and legal right to execute and
deliver the Loan Documents to which it is party and to perform its obligations
thereunder.  The execution and delivery by the Borrower and the Guarantors of
the Loan Documents and the performance of their respective obligations
thereunder have been duly authorized by proper corporate proceedings, the Loan
Documents to which the Borrower is party constitute legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with
their terms, and the Loan Documents to which each Guarantor is party constitute
legal, valid and binding obligations of such Guarantor enforceable against such
Guarantor in accordance with their terms, except as enforceability may be
limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally

    5.3.    No Conflict; Government Consent.  Neither the execution and
delivery by the Borrower or any Guarantor of the Loan Documents, nor the
consummation of the transactions therein contemplated, nor compliance with the
provisions thereof will violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Borrower or any of the
Guarantors or the Borrower's or any Guarantor's articles of incorporation or
by-laws or the provisions of any material indenture, instrument or agreement to
which the Borrower or any of the Guarantors is a party or is subject, or by
which it, or its Property, is bound, or conflict with or constitute a default
thereunder, or result in the creation or imposition of any Lien in, of or on
the Property of the Borrower or any Guarantor pursuant to the terms of any such
indenture, instrument or agreement.  No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, or other action in respect of any governmental or public body or
authority, or any subdivision thereof, is required to authorize, or is required
in connection with the execution, delivery and performance of, or the legality,
validity, binding effect or enforceability of, any of the Loan Documents

    5.4.    Financial Statements.  The consolidated financial statements dated
December 31, 1999 of the Borrower and its Subsidiaries heretofore delivered to
the Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present the consolidated financial condition and operations of the Borrower and
its Subsidiaries at such date and the consolidated results of their operations
for the period then ended.

    5.5.    Material Adverse Change.  Since December 31, 1999, there has been
no change in the business, Property, prospects, condition (financial or
otherwise) or results of operations of the Borrower and its Subsidiaries which
is likely to have a Material Adverse Effect.

    5.6.    Taxes.  The Borrower and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Borrower or any of its Subsidiaries, except such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles
and as to which no Lien exists.  No tax liens have been filed and no claims are
being asserted with respect to any such taxes.  The charges, accruals and
reserves on the books of the Borrower and its Subsidiaries in respect of any
taxes or other governmental charges are adequate.

    5.7.    Litigation and Contingent Obligations.  Except as set forth on
Schedule 5.7 hereto, there is no litigation, arbitration, governmental
investigation, proceeding or inquiry pending or, to the knowledge of any of
their officers, threatened against or affecting the Borrower or any of its
Subsidiaries which could have a Material Adverse Effect or which seeks to
prevent, enjoin or delay the making of the Loans or Advances.  Other than any
liability incident to such litigation, arbitration or proceedings, the
Borrower has no material contingent obligations not provided for or disclosed
in the financial statements referred to in Section 5.4.

    5.8.    Subsidiaries.  Schedule 5.8 hereto contains an accurate list of all
Subsidiaries of the Borrower as of the date of this Agreement, setting forth
their respective jurisdictions of incorporation and the percentage of their
respective capital stock owned by the Borrower or other Subsidiaries.  All of
the issued and outstanding shares of capital stock of such Subsidiaries have
been duly authorized and issued and are fully paid and non-assessable.

    5.9.    ERISA.  The Unfunded Liabilities of all Single Employer Plans do
not in the aggregate exceed $[3,000,000].  Each Plan complies in all material
respects with all applicable requirements of law and regulations, no Reportable
Event has occurred with respect to any Plan, neither the Borrower nor any other
members of the Controlled Group has withdrawn from any Plan or initiated steps
to do so, and no steps have been taken to reorganize or terminate any Plan.

    5.10.   Accuracy of Information.  No information, exhibit or report
furnished by the Borrower or any of its Subsidiaries to the Administrative
Agent or to any Lender in connection with the negotiation of, or compliance
with, the Loan Documents contained any material misstatement of fact or omitted
to state a material fact or any fact necessary to make the statements contained
therein not misleading.

    5.11.   Regulation U.  Margin stock (as defined in Regulation U)
constitutes less than 25% of those assets of the Borrower and its Subsidiaries
which are subject to any limitation on sale, pledge, or other restriction
hereunder.

    5.12.   Material Agreements.  Neither the Borrower nor any Subsidiary is a
party to any agreement or instrument or subject to any charter or other
corporate restriction which is likely to have a Material Adverse Effect.
Neither the Borrower nor any Subsidiary is in default in the performance,
observance or fulfillment of any of the material obligations, covenants or
conditions contained in (i) any agreement to which it is a party, which
default is likely to have a Material Adverse Effect or (ii) any agreement or
instrument evidencing or governing Indebtedness with a current outstanding
principal amount in excess of $100,000.

    5.13.   Compliance With Laws.  The Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof, having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property if failure to
comply could reasonably be expected to have a Material Adverse Effect.

    5.14.   Ownership of Properties.  Except as set forth on Schedule 5.14
hereto, on the date of this Agreement, the Borrower and its Subsidiaries will
have good title, free of all Liens other than those permitted by Section 6.15,
to all of the Property and assets reflected in the financial statements as
owned by it.

    5.15.   Plan Assets; Prohibited Transactions.  The Borrower is not an
entity deemed to hold "plan assets" within the meaning of 29 C.F.R. section
2510.3-101 of an employee benefit plan (as defined in Section 3(3) of
ERISA) which is subject to Title I of ERISA or any plan (within the
meaning of Section 4975 of the Code); and neither the execution of
this Agreement and the making of Loans hereunder do not give rise
to a prohibited transaction within the meaning of Section 406 of ERISA
or Section 4975 of the Code.

    5.16.   Environmental Matters.  In the ordinary course of its business, the
officers of the Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Borrower
due to Environmental Laws.  On the basis of this consideration, the Borrower
has reasonably concluded that it is in material compliance with all applicable
Environmental Laws in effect on the date of this representation and warranty.
Except as set forth on Schedule 5.16 hereto, neither the Borrower nor any
Subsidiary has received any notice to the effect that its operations are not in
material compliance with any of the requirements of applicable Environmental
Laws or are the subject of any federal or state investigation evaluating
whether any remedial action is needed to respond to a release of any toxic or
hazardous waste or substance into the environment, which non-compliance or
remedial action could have a Material Adverse Effect.

    5.17.   Investment Company Act.  Neither the Borrower nor any Subsidiary
thereof is an "investment company" or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of
1940, as amended.

    5.18.   Public Utility Holding Company Act.  Neither the Borrower nor any
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.


                                  ARTICLE VI

                                  COVENANTS

    During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

    6.1     Financial Reporting.  The Borrower will maintain, for itself and
each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to the
Lenders:

            (i)     Within 100 days after the last day of each of its fiscal
                    years, an unqualified (except for qualifications relating
                    to changes in accounting principles or practices reflecting
                    changes in generally accepted principles of accounting and
                    required or approved by the Borrower's independent
                    certified public accountants) audit report certified by
                    independent certified public accountants, acceptable to
                    the Required Lenders, prepared in accordance with Agreement
                    Accounting Principles on a consolidated basis for itself
                    and the Subsidiaries, including balance sheets as of the
                    end of such period, related profit and loss and
                    reconciliation of shareholders' equity, and a statement of
                    cash flows, accompanied by any management letter prepared
                    by said accountants.

            (ii)    Within 50 days after the last day of each of the first
                    three quarterly periods of each of its fiscal years, for
                    itself and the Subsidiaries, consolidated unaudited balance
                    sheets as at the close of each such period and consolidated
                    profit and loss and reconciliation of shareholders' equity
                    and a statement of cash flows for the period from the
                    beginning of such fiscal year to the end of such quarter,
                    all certified by its chief financial officer.

            (iii)   Together with the financial statements required under
                    Sections 6.1(i) and (ii), a compliance certificate in
                    substantially the form of Exhibit F hereto signed by an
                    Authorized Officer showing the calculations necessary to
                    determine compliance with this Agreement and stating that
                    no Default or Unmatured Default exists, or if any Default
                    or Unmatured Default exists, stating the nature and status
                    thereof.

            (iv)    Within 270 days after the close of each fiscal year, a
                    statement of the Unfunded Liabilities of each Single
                    Employer Plan, certified as correct by an actuary enrolled
                    under ERISA.

            (v)     As soon as possible and in any event within l0 days after
                    the Borrower knows that any Reportable Event has occurred
                    with respect to any Plan, a statement, signed by the chief
                    financial officer of the Borrower, describing said
                    Reportable Event and the action which the Borrower proposes
                    to take with respect thereto.

            (vi)    As soon as possible and in any event within 10 days after
                    receipt by the Borrower, a copy of (a) any notice or claim
                    to the effect that the Borrower or any of its Subsidiaries
                    is or may be liable to any Person as a result of the
                    release by the Borrower, any of its Subsidiaries, or any
                    other Person of any toxic or hazardous waste or substance
                    into the environment, and (b) any notice alleging any
                    violation of any federal, state or local environmental,
                    health or safety law or regulation by the Borrower or any
                    of its Subsidiaries, which, in either case, could
                    reasonably be expected to have a Material Adverse Effect.

           (vii)    Promptly upon the furnishing thereof to the shareholders of
                    the Borrower, copies of all financial statements, reports
                    and proxy statements so furnished.

           (viii)   Promptly upon the filing thereof, copies of all
                    registration statements and annual, quarterly, monthly or
                    other regular reports which the Borrower or any of its
                    Subsidiaries files with the Securities and Exchange
                    Commission.

            (ix)    Such other information (including non-financial formation)
                    as the Administrative Agent or any Lender may from time to
                    time reasonably request.

    6.2.    Use of Proceeds.  The Borrower will, and will cause each Subsidiary
to, use the proceeds of the Advances to repay Indebtedness outstanding under
the Existing Credit Agreement, support working capital requirements, general
corporate purposes and friendly Acquisitions, and to repay outstanding
Advances.  The Borrower will not, nor will it permit any Subsidiary to, use any
of the proceeds of the Advances to purchase or carry any "margin stock" (as
defined in Regulation U).

    6.3.    Notice of Default.  The Borrower will, and will cause each
Subsidiary to, give prompt notice in writing to the Lenders of the occurrence
of any Default or Unmatured Default and of any other development, financial or
otherwise, which could have a Material Adverse Effect.

    6.4.    Conduct of Business.  The Borrower will, and will cause each
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted or in related business lines and to do all things necessary to remain
duly incorporated, validly existing and in good standing as a domestic
corporation in its jurisdiction of incorporation and maintain all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted.

    6.5.    Taxes.  The Borrower will, and will cause each Subsidiary to,
timely file complete and correct United States federal and applicable foreign,
state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or Property, except those which are being contested in good faith by
appropriate proceedings and with respect to which adequate reserves have been
set aside in accordance with Agreement Accounting Principles.

    6.6     Insurance.  The Borrower will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts and covering such risks as is consistent
with sound business practice, and the Borrower will furnish to any Lender upon
request full information as to the insurance carried.

    6.7.    Compliance with Laws.  The Borrower will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject, except to
the extent that such noncompliance could not reasonably be expected to have a
Material Adverse Effect.

    6.8.    Maintenance of Properties.  The Borrower will, and will cause each
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
its Property in good repair, working order and condition, and make all
necessary and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all times.

    6.9.    Inspection.  The Borrower will, and will cause each Subsidiary to,
permit the Administrative Agent and the Lenders, by their respective
representatives and agents, to inspect any of the Property, corporate books and
financial records of the Borrower and each Subsidiary, to examine and make
copies of the books of accounts and other financial records of the Borrower and
each Subsidiary, and to discuss the affairs, finances and accounts of the
Borrower and each Subsidiary with, and to be advised as to the same by, their
respective officers at such reasonable times and intervals as the Lenders may
designate.

    6.10.   Dividends.  The Borrower will not, nor will it permit any
Subsidiary to, declare or pay any dividends or make any distributions on its
capital stock (other than dividends payable in its own capital stock and
dividends on preferred stock of the Borrower outstanding on the date of this
Agreement), except that any Subsidiary may declare and pay dividends to, or
make distributions to, or make redemptions from, the Borrower or a Wholly-
Owned Subsidiary.

    6.11.   Indebtedness.  The Borrower will not, nor will it permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

            (i)     The Obligations.

            (ii)    Indebtedness existing on the date hereof (other than
                    Indebtedness under the Existing Credit Agreement) and
                    described in Schedule 6.11 hereto.

            (iii)   Indebtedness arising under Rate Hedging Agreements related
                    to the Loans.

            (iv)    Indebtedness issued following the Effective Date the
                    proceeds of which are applied as required pursuant to
                    Section 2.17(i).

            (v)     Indebtedness assumed in connection with Acquisitions
                    consummated following the Effective Date and permitted
                    pursuant to Section 6.14(vii), which, when added to
                    outstanding Indebtedness permitted pursuant to subsection
                    (vi) below, does not exceed $100,000,000.

            (vi)    Other Indebtedness, including, without limitation,
                    Capitalized Leases, not otherwise permitted pursuant to
                    subsections (i) through (v) above, in an aggregate amount
                    outstanding at any date not to exceed the lesser of:  (1)
                    $40,000,000, and (2) that amount which, when added to
                    outstanding Indebtedness permitted pursuant to subsection
                    above, does not exceed $100,000,00.

In the event the Borrower or any Subsidiary wishes to assume any Indebtedness
in connection with any Acquisition after the date of this Agreement in addition
to that permitted in this Section 6.11 above, the Borrower shall provide all
relevant documents in connection with such Indebtedness to the Administrative
Agent and the Lenders for their review and prior approval.  The Administrative
Agent and the Lenders shall use their reasonable judgment in reviewing such
documents and in deciding whether to grant such approval.

    6.12.   Merger.  The Borrower will not, nor will it permit any Subsidiary
to, merge or consolidate with or into any other Person, except:  (i) any merger
of a Subsidiary into the Borrower or a Wholly-Owned Subsidiary, and (ii) any
consolidation or merger in which the Borrower is the surviving entity and the
shareholders of the Borrower prior to such consolidation or merger will control
a majority of the Borrower's voting stock upon the closing of such
consolidation or merger.

    6.13.   Sale of Assets.  The Borrower will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property, to any other
Person, except:

            (i)     Sales of inventory in the ordinary course of business.

            (ii)    Leases, sales or other dispositions of its Property that,
                    together with all other Property of the Borrower and its
                    Subsidiaries previously leased, sold or disposed of (other
                    than inventory in the ordinary course of business) as
                    permitted by this Section during the twelve-month period
                    ending with the month in which any such lease, sale or
                    other disposition occurs, do not constitute a Substantial
                    Portion of the Property of the Borrower and its
                    Subsidiaries.

    6.14.   Investments and Acquisitions.  The Borrower will not, nor will it
permit any Subsidiary to, make or suffer to exist any Investments (including,
without limitation, loans and advances to, and other Investments in,
Subsidiaries), or commitments therefor, or to create any Subsidiary or to
become or remain a partner in any partnership or joint venture, or to make any
Acquisition of any Person, except:

    (i)     Short-term obligations of, or fully guaranteed by, the United
            States of America.

    (ii)    Commercial paper rated A-l or better by Standard and Poor's Ratings
            Group, a division of McGraw Hill, Inc., or P-l or better by Moody's
            Investors Service, Inc.

    (iii)   Municipal bonds rated AA or better, and preferred stock rated A or
            better, by Standard and Poor's Ratings Group.

    (iv)    Demand deposit accounts maintained in the ordinary course of
            business.

    (v)     Certificates of deposit issued by and time deposits with commercial
            banks (whether domestic or foreign) having capital and surplus in
            excess of $100,000,000.

    (vi)    Existing Investments in Subsidiaries and other Investments in
            existence on the date hereof and described in Schedule 6.14 hereto.

    (vii)   Friendly Acquisitions involving (a) total consideration, including,
            without limitation, Indebtedness assumed in connection therewith,
            in an amount not to exceed (1) $30,000,000 in any one transaction
            or series of transactions related to the same entity (and as to
            which any Indebtedness assumed in connection therewith does not
            exceed $15,000,000); or (2) in the aggregate determined as of the
            last day of each fiscal quarter for the 12-month period ending on
            such date, $60,000,000 (excluding, for purposes of calculating
            compliance with this clause (2), Acquisitions consummated prior to
            October 1, 2000 and as to which any Indebtedness assumed in
            connection therewith does not exceed $30,000,000 in the aggregate),
            (b) targets in a similar line of business (radioactive
            pharmaceuticals and diagnostic imaging) as the Borrower, and (c)
            targets with a positive EBITDA; provided that on a proforma basis,
            the Borrower shall remain in compliance with all the covenants
            under this Agreement immediately upon consummation of such
            Acquisition.

    (viii)  Other Investments not otherwise permitted pursuant to subsections
            (i) through (vii) above, in an aggregate amount not to exceed
            $1,000,000 at any date.

    6.15.   Liens.  The Borrower will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Borrower or any of its Subsidiaries, except:

    (i)     Liens for taxes, assessments or governmental charges or levies on
            its Property if the same shall not at the time be delinquent or
            thereafter can be paid without penalty, or are being contested in
            good faith and by appropriate proceedings and for which adequate
            reserves in accordance with generally accepted principles of
            accounting shall have been set aside on its books.

    (ii)    Liens imposed by law, such as carriers', warehousemen's and
            mechanics' liens and other similar liens arising in the ordinary
            course of business which secure payment of obligations not more
            than 60 days past due or which are being contested in good faith by
            appropriate proceedings and for which adequate reserves shall have
            been set aside on its books.

    (iii)   Liens arising out of pledges or deposits under worker's
            compensation laws, unemployment insurance, old age pensions, or
            other social security or retirement benefits, or similar
            legislation.

    (iv)    Utility easements, building restrictions and such other
            encumbrances or charges against real property as are of a nature
            generally existing with respect to properties of a similar
            character and which do not in any material way affect the
            marketability of the same or interfere with the use thereof in the
            business of the Borrower or the Subsidiaries.

    (v)     Liens existing on the date hereof and described in Schedule 5.14
            hereto.

    (vi)    Liens on assets acquired in connection with Acquisitions
            permitted pursuant to Section 6.14(vii) above, securing
            Indebtedness existing prior to the date of the consummation of such
            Acquisition and assumed in connection therewith, said Liens
            affecting only the assets acquired, which Indebtedness, when added
            to Indebtedness secured by Liens permitted pursuant to subsection
            (vii) below, does not exceed $100,000,000.

    (vii)   Purchase money Liens not otherwise permitted pursuant to
            subsections (v) and (vi) above arising after the Effective Date
            securing Indebtedness in an aggregate amount at any one time
            outstanding not to exceed the lesser of:  (1) $40,000,000, and (2)
            that amount which, when added to Indebtedness secured by Liens
            permitted pursuant to subsection (vi) above, does not exceed
            $100,000,000.

    6.16.   Capital Expenditures.  The Borrower will not, nor will it permit
any Subsidiary to, expend, or be committed to expend for Capital Expenditures
in the aggregate in excess of the sum of (a) 100% of all depreciation,
depletion and amortization expenses of the Borrower and its Subsidiaries on a
consolidated basis, and (b) 50% of the net income of the Borrower and its
Subsidiaries on a consolidated basis, all determined as of the last day of eac
fiscal quarter for the 12-month period ending on such date.

    6.17.   Affiliates.  The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction (including, without  limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to the Borrower
or such Subsidiary than the Borrower or such Subsidiary would obtain in a
comparable arms-length transaction.

    6.18.   Net Worth.  The Borrower will not permit at any date the Net Worth
of the Borrower and its consolidated Subsidiaries to be less than the sum of:
(i) $120,000,000, plus (ii) 50% of net income of the Borrower and its
consolidated Subsidiaries (if positive and with no reduction in the event of
loss) earned at any time after December 31, 1999, determined in accordance with
Agreement Accounting Principles, plus (iii) 75% of proceeds of any new equity
issuance of the Borrower and its consolidated Subsidiaries occurring at any
time after December 31, 1999.

    6.19.   Leverage Ratio.  The Borrower will not permit its Leverage Ratio,
determined on a consolidated basis for the Borrower and its consolidated
Subsidiaries as of the last day of each fiscal quarter to exceed: 2.5:1.

    6.20.   Interest Coverage Ratio.  The Borrower will not permit its Interest
Coverage Ratio, determined on a consolidated basis for the Borrower and its
Consolidated Subsidiaries as of the last day of each fiscal quarter to be less
than 3.00:1.

                                  ARTICLE VII

                                   DEFAULTS

    The occurrence of any one or more of the following events shall constitute
a Default:

    7.1.    Any representation or warranty made or deemed made by or on behalf
of the Borrower or any of its Subsidiaries to the Lenders or the Administrative
Agent under or in connection with this Agreement, any Loan, or any certificate
or information delivered in connection with this Agreement or any other Loan
Document shall be materially false on the date as of which made.

    7.2.    Nonpayment of principal of any Advance on the date when due, or
nonpayment of interest upon any Advance or of any fee or other Obligation under
any of the Loan Documents within five days after the same becomes due.

    7.3.   The breach by the Borrower of any of the terms or provisions of
Sections 6.10 through 6.20 of Article VI.

    7.4.    The breach by the Borrower (other than a breach which constitutes a
Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of
this Agreement which is not remedied within 30 days after written notice from
the Administrative Agent or any Lender.

    7.5.    Failure of the Borrower or any Subsidiary to pay when due any
Indebtedness aggregating in excess of $3,000,000 ("Material Indebtedness"); or
the default by the Borrower or any Subsidiary in the performance of any term,
provision or condition contained in any agreement under which any such Material
Indebtedness was created or is governed, or any other event shall occur or
condition exist, the effect of which is to cause, or to permit the holder or
holders of such Material Indebtedness to cause, such Material Indebtedness to
become due prior to its stated maturity; or any Material Indebtedness of the
Borrower or any Subsidiary shall be declared to be due and payable or required
to be prepaid or repurchased (other than by a regularly scheduled payment)
prior to the stated maturity thereof; or the Borrower or any Subsidiary shall
not pay, or admit in writing its inability to pay, its debts generally as they
become due.

    7.6.    The Borrower or any Subsidiary shall (i) have an order for relief
entered with respect to it under the Federal bankruptcy laws as now or
hereafter in effect, (ii) make an assignment for the benefit of creditors,
(iii) apply for, seek, consent to, or acquiesce in, the appointment of a
receiver, custodian, trustee, examiner, liquidator or similar official for it
or any Substantial Portion of its Property, (iv) institute any proceeding
seeking an order for relief under the Federal bankruptcy laws as now or
hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file
an answer or other pleading denying the material allegations of any such
proceeding filed against it, (v) take any corporate action to authorize or
effect any of the foregoing actions set forth in this Section 7.6, or (vi) fail
to contest in good faith any appointment or proceeding described in Section
7.7.

    7.7.    Without the application, approval or consent of the Borrower or any
Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall
be appointed for the Borrower or any Subsidiary or any Substantial Portion of
its Property, or a proceeding described in Section 7.6(iv) shall be instituted
against the Borrower or any Subsidiary and such appointment continues
undischarged or such proceeding continues undismissed or unstayed for a period
of 30 consecutive days.


    7.8.    Any court, government or governmental agency shall condemn, seize
or otherwise appropriate, or take custody or control of (each a"
Condemnation"), all or any portion of the Property of the Borrower or any
Subsidiary which, when taken together with all other Property of the Borrower
or any Subsidiary so condemned, seized, appropriated, or taken custody or
control of, during the twelve-month period ending with the month in which any
such Condemnation occurs, constitutes a Substantial Portion.

    7.9.    The Borrower or any of its Subsidiaries shall fail within 30 days
to pay, bond or otherwise discharge any judgment or order for the payment of
money (to the extent not covered by insurance) in excess of $3,000,000, which
is not stayed on appeal or otherwise being appropriately contested in good
faith.

    7.10    The Unfunded Liabilities of all Single Employer Plans shall exceed
in the aggregate $1,000,000 or any Reportable Event shall occur in connection
with any Plan.

    7.11.   The Borrower or any of its Subsidiaries shall be the subject of any
proceeding or investigation pertaining to the release by the Borrower or any of
its Subsidiaries, or any other Person of any toxic or hazardous waste or
substance into the environment, or any violation of any federal, state or local
environmental, health or safety law or regulation, which, in either case, could
be reasonably expected to have a Material Adverse Effect.

    7.12.   The occurrence of any "default", as defined in any Loan Document
(other than this Agreement or the Notes) or the breach of any of the terms or
provisions of any Loan Document (other than this Agreement or the Notes), which
default or breach continues beyond any period of grace therein provided.

    7.13.   Nonpayment by the Borrower of any Rate Hedging Obligation when due
or the breach by the Borrower of any term, provision or condition contained in
any Rate Hedging Agreement.

    7.14.   Any Guaranty or Subordination Agreement shall fail to remain in
full force or effect (and such failure could reasonably be expected to have a
Material Adverse Effect) or any action shall be taken to discontinue or to
assert the invalidity or unenforceability of any Guaranty or Subordination
Agreement, or any Guarantor shall fail to comply with any of the terms or
provisions of its Guaranty or Subordination Agreement (and such failure could
reasonably be expected to have a Material Adverse Effect), or any Guarantor
denies that it has any further liability under its Guaranty or Subordination
Agreement, or gives notice to such effect.

    7.15.   There shall occur a Change in Control.


                                  ARTICLE VII

                  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

    8.1.    Acceleration.  If any Default described in Section 7.6 or 7.7
occurs with respect to the Borrower, the obligations of the Lenders to make
Loans hereunder and Bank One's obligation to issue Facility LCs hereunder shall
automatically terminate and the Obligations shall immediately become due and
payable without any election or action on the part of the Administrative Agent
or any Lender.  If any other Default occurs, the Required Lenders (or the
Administrative Agent with the consent of the Required Lenders) may terminate or
suspend the obligations of the Lenders to make Loans hereunder (and Bank One
may in its sole discretion terminate or suspend its obligation to issue
Facility LCs hereunder), or declare the Obligations to be due and payable, or
both, whereupon the Obligations shall become immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which the
Borrower hereby expressly waives.  Any amounts paid by the Borrower to the
Administrative Agent on account of Outstanding Facility LCs shall be held by
the Administrative Agent as cash collateral for the obligations of the Borrower
with respect to unpaid LC Drawings relating thereto, and the Borrower hereby
grants to the Administrative Agent a first perfected security interest in said
cash and authorizes the Administrative Agent to apply such cash on account of
future LC Drawings as such become payable by the Borrower.

    If, within five (5) days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans
hereunder as a result of any Default (other than any Default as described in
Section 7.6 or 7.7 with respect to the Borrower) and before any judgment or
decree for the payment of the Obligations due shall have been obtained or
entered, the Required Lenders (in their sole discretion) shall so direct, the
Administrative Agent shall, by notice to the Borrower, rescind and annul such
acceleration and/or termination.

    8.2.    Amendments.  Subject to the provisions of this Article VIII, the
Required Lenders (or the Administrative Agent with the consent in writing of
the Required Lenders) and the Borrower may enter into agreements supplemental
hereto for the purpose of adding or modifying any provisions to the Loan
Documents or changing in any manner the rights of the Lenders or the Borrower
hereunder or waiving any Default hereunder; provided, however, that no such
supplemental agreement shall, without the consent of each Lender affected
thereby:

    (i)     Extend the maturity of any Loan or Note or forgive all or any
            portion of the principal amount thereof or interest thereon or fees
            (to the extent such fees are payable to the Lenders in their
            capacities as such), or reduce the rate or extend the time of
            payment of interest or fees thereon.

    (ii)    Reduce the percentage specified in the definition of Required
            Lenders.

    (iii)   Reduce the amount or extend the payment date for, the mandatory
            payments required under Section 2.2, or increase or decrease the
            amount of the Commitment of any Lender hereunder (except for a
            ratable decrease in the Commitments of all Lenders or an increase
            permitted under Section 12.3), or permit the Borrower to assign its
            rights under this Agreement.

    (iv)    Amend this Section 8.2.

    (v)     Release any Guarantor from its obligations under its Guaranty.

No amendment of any provision of this Agreement relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent.  The Administrative Agent may waive payment of the fee required under
Section 12.3.1(e) without obtaining the consent of any other party to this
Agreement.

    8.3.    Preservation of Rights.  No delay or omission of the Lenders or the
Administrative Agent to exercise any right under the Loan Documents shall
impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Loan notwithstanding the existence of
a Default or the inability of the Borrower to satisfy the conditions precedent
to such Loan shall not constitute any waiver or acquiescence.  Any single or
partial exercise of any such right shall not preclude other or further exercise
thereof or the exercise of any other right, and no waiver, amendment or
other variation of the terms, conditions or provisions of the Loan Documents
whatsoever shall be valid unless in writing signed by the Lenders required
<PAGE>
pursuant to Section 8.2, and then only to the extent in such writing
specifically set forth.  All remedies contained in the Loan Documents or by law
afforded shall be cumulative and all shall be available to the Administrative
Agent and the Lenders until the Obligations have been paid in full.


                                  ARTICLE IX

                              GENERAL PROVISIONS

    9.1.    Survival of Representations.  All representations and warranties of
the Borrower contained in this Agreement shall survive delivery of the Notes
and the making of the Loans herein contemplated.

    9.2.    Governmental Regulation.  Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

    9.3.    Taxes.  Any taxes (excluding federal income taxes on the overall
net income of any Lender) or other similar assessments or charges made by any
governmental or revenue authority in respect of the Loan Documents shall be
paid by the Borrower, together with interest and penalties, if any.

    9.4.    Headings.  Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any
of the provisions of the Loan Documents.

    9.5.    Entire Agreement.  The Loan Documents embody the entire agreement
and understanding among the Borrower, the Administrative Agent and the Lenders
and supersede all prior agreements and understandings among the Borrower, the
Administrative Agent and the Lenders relating to the subject matter thereof
other than the fee letter described in Section 10.13

    9.6.    Several Obligations; Benefits of this Agreement.  The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Administrative Agent is authorized to act as such).  The failure of any Lender
to perform any of its obligations hereunder shall not relieve any other Lender
from any of its obligations hereunder.  This Agreement shall not be construed
so as to confer any right or benefit upon any Person other than the parties to
this Agreement and their respective successors and assigns.

    9.7.    Expenses; Indemnification.  (i)  The Borrower shall reimburse the
Administrative Agent and the Arranger for any costs, internal charges and out-
of-pocket expenses (including attorneys' fees and time charges of attorneys
for the Administrative Agent, which attorneys may be employees of the
Administrative Agent) paid or incurred by the Administrative Agent or the
Arranger in connection with the preparation, negotiation, execution, delivery,
syndication, distribution (including, without limitation, via the internet),
review, amendment, modification, and administration of the Loan Documents.
The Borrower also agrees to reimburse the Administrative Agent, the Arranger
and the Lenders for any costs, internal charges and out-of-pocket expenses
(including attorneys' fees and time charges of attorneys for the
Administrative Agent, the Arranger and the Lenders, which attorneys may be
employees of the Administrative Agent, the Arranger or the Lenders) paid or
incurred by the Administrative Agent, the Arranger or any Lender in connection
with the collection and enforcement of the Loan Documents.  Expenses being
reimbursed by the Borrower under this Section include, without limitation,
costs and expenses incurred in connection with the Reports described in the
following sentence.  The Borrower acknowledges that from time to time Bank One
may prepare and may distribute to the Lenders (but shall have no obligation or
duty to prepare or to distribute to the Lenders) certain audit reports (the
"Reports") pertaining to the Borrower's assets for internal use by Bank One
from information furnished to it by or on behalf of the Borrower, after Bank
One has exercised its rights of inspection pursuant to this Agreement.

    (ii)    The Borrower hereby further agrees to indemnify the Administrative
Agent, the Arranger, each Lender, their respective affiliates, and each of
their directors, officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation,
all expenses of litigation or preparation therefor whether or not the
Administrative Agent, the Arranger, any Lender or any affiliate is a party
thereto) which any of them may pay or incur arising out of or relating to this
Agreement, the other Loan Documents, the transactions contemplated hereby
or the direct or indirect application or proposed application of the proceeds
of any Loan hereunder except to the extent that they are determined in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the party seeking
indemnification.  The obligations of the Borrower under this Section 9.7
shall survive the termination of this Agreement.

    9.8.    Numbers of Documents.  All statements, notices, closing documents
and requests hereunder shall be furnished to the Administrative Agent with
sufficient counterparts so that the Administrative Agent may furnish one to
each of the Lenders.

    9.9.    Accounting.  Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles, except that any calculation or determination which is to be made on
a consolidated basis shall be made for the Borrower and all its Subsidiaries,
including those Subsidiaries, if any, which are unconsolidated on the
Borrower's audited financial statements.

    9.10.   Severability of Provisions.  Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

    9.11.   Nonliability of Lenders.  The relationship between the Borrower and
the Lenders and the Administrative Agent shall be solely that of borrower and
lender.  Neither the Administrative Agent nor any Lender shall have any
fiduciary responsibilities to the Borrower.  Neither the Administrative Agent
nor any Lender undertakes any responsibility to the Borrower to review or
inform the Borrower of any matter in connection with any phase of the
Borrower's business or operations.  The Borrower agrees that neither the
Administrative Agent nor any Lender shall have liability to the Borrower
(whether sounding in tort, contract or otherwise) for losses suffered by the
borrower in connection with, arising out of, or in any way related to, the
transactions contemplated and the relationship established by the Loan
Documents, or any act, omission or event occurring in connection therewith,
unless it is determined by a court of competent jurisdiction that such losses
resulted from the gross negligence or willful misconduct of the party from
which recovery is sought.  Neither the Administrative Agent nor any Lender
shall have any liability with respect to, and the Borrower hereby waives,
releases and agrees not to sue for, any  special, indirect, punitive or
consequential damages suffered by the Borrower in connection with, arising out
of, or in any way related to the Loan Documents or the transactions
contemplated thereby.

    9.12.   Confidentiality.  Each Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement
in confidence, except for disclosure (i) to its Affiliates and to other Lenders
and their respective Affiliates which need to receive such information, (ii) to
legal counsel, accountants, and other  professional advisors to that Lender or
to a Transferee which need or needs to receive such information, (iii) to
regulatory officials, (iv) to any Person as requested pursuant to or as
required by law, regulation, or legal process, (v) to any Person in connection
with any legal proceeding to which that Lender is a party, provided that Lender
shall use its best efforts to notify the Borrower prior to such disclosure, and
(vi) permitted by Section 12.6.

    9.13.   Nonreliance.  Each Lender hereby represents that it is not relying
on or looking to any margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System) for the repayment of the Loans
provided for herein.


                                  ARTICLE X

                          THE ADMINISTRATIVE AGENT

    10.1    Appointment; Nature of Relationship.  Bank One, NA is hereby
appointed by the Lenders as the Administrative Agent hereunder and under each
other Loan Document, and each of the Lenders irrevocably authorizes the
Administrative Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the other Loan
Documents.  The Administrative Agent agrees to act as such contractual
representative upon the express conditions contained in this Article X.
Notwithstanding the use of the defined term "Administrative Agent," it is
expressly understood and agreed that the Administrative Agent shall not have
any fiduciary responsibilities to any Lender by reason of this Agreement or any
other Loan Document and that the Administrative Agent is merely acting as the
representative of the Lenders with only those duties as are expressly set forth
in this Agreement and the other Loan Documents.  In its capacity as the
Lenders' contractual representative, the Administrative Agent (i) does not
hereby assume any fiduciary duties to any of the Lenders, (ii) is a
"representative" of the Lenders within the meaning of Section 9-105 of the
Uniform Commercial Code and (iii) is acting as an independent contractor, the
rights and duties of which are limited to those expressly set forth in this
Agreement and the other Loan Documents.  Each of the Lenders hereby agrees to
assert no claim against the Administrative Agent on any agency theory or any
other theory of liability for breach of fiduciary duty, all of which claims
each Lender hereby waives.

    10.2.   Powers.  The Administrative Agent shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto.  The Administrative Agent shall have no
implied duties to the Lenders, or any obligation to the Lenders to take any
action thereunder except any action specifically provided by the Loan Documents
to be taken by the Administrative Agent.

    10.3.   General Immunity.  Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable to the Borrower, the
Lenders or any Lender for (i) any action taken or omitted to be taken by it or
them hereunder or under any other Loan Document or in connection herewith or
therewith except for its or their own gross negligence or willful misconduct;
or (ii) any determination by the Administrative Agent that compliance with any
law or any governmental or quasi-governmental rule, regulation, order, policy,
guideline or directive (whether or not having the force of law) requires the
Advances and Commitments hereunder to be classified as being part of a "highly
Leveraged transaction".

    10.4   No Responsibility for Loans, Recitals, etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify
(i) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (ii) the performance or observance of any
of the covenants or agreements of any obligor under any Loan Document,
including, without limitation, any agreement by an obligor to furnish
information directly to each Lender; (iii) the satisfaction of any condition
specified in Article IV, except receipt of items required to be delivered to
the Administrative Agent; (iv) the validity, enforceability, effectiveness,
sufficiency or genuineness of any Loan Document or any other instrument or
writing furnished in connection therewith; or (v) the value, sufficiency,
creation, perfection or priority of any interest in any collateral security.
The Administrative Agent shall have no duty to disclose to the Lenders
information that is not required to be furnished by the Borrower to the
Administrative Agent at such time, but is voluntarily furnished by the Borrower
to the Administrative Agent (either in its capacity as Administrative Agent or
in its individual capacity).

   10.5.    Action on Instructions of Lenders.  The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders, and such instructions and any
action taken or failure to act pursuant thereto shall be binding on all of the
Lenders and on all holders of Notes.  The Lenders hereby acknowledge that the
Administrative Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement or any
other Loan Document unless it shall be requested in writing to do so by the
Required Lenders.  The Administrative Agent shall be fully justified in failing
or refusing to take any action hereunder and under any other Loan Document
unless it shall first be indemnified to its satisfaction by the Lenders pro
rata against any and all liability, cost and expense that it may incur by
reason of taking or continuing to take any such action.

    10.6.   Employment of Agents and Counsel.  The Administrative Agent may
execute any of its duties as Administrative Agent hereunder and under any other
Loan Document by or through employees, agents, and attorneys-in-fact and shall
not be answerable to the Lenders, except as to money or securities received by
it or its authorized agents, for the default or misconduct of any such agents
or attorneys-in-fact selected by it with reasonable care.  The Administrative
Agent shall be entitled to advice of counsel concerning all matters pertaining
to the agency hereby created and its duties hereunder and under any other Loan
Document.

    10.7   Reliance on Documents; Counsel.  The Administrative Agent shall be
entitled to rely upon any Note, notice, consent, certificate, affidavit,
letter, telegram, statement, paper or document believed by it to be genuine and
correct and to have been signed or sent by the proper person or persons, and,
in respect to legal matters, upon the opinion of counsel selected by the
Administrative Agent, which counsel may be employees of the Administrative
Agent.

    10.8.   Administrative Agent's Reimbursement and Indemnification.  The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Commitments (or, if the Commitments have been
terminated, in proportion to their Commitments immediately prior to such
termination) (i) for any amounts not reimbursed by the Borrower for which the
Administrative Agent is entitled to reimbursement by the Borrower under the
Loan Documents, (ii) for any other expenses incurred by the Administrative
Agent on behalf of the Lenders, in connection with the preparation, execution,
delivery, administration and enforcement of the Loan Documents and (iii) for
any liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind and nature whatsoever which
may be imposed on, incurred by or asserted against the Administrative Agent in
any way relating to or arising out of the Loan Documents or any other document
delivered in connection therewith or the transactions contemplated thereby, or
the enforcement of any of the terms thereof or of any such other documents,
provided that no Lender shall be liable for any of the foregoing to the extent
they arise from the gross negligence or willful misconduct of the
Administrative Agent.  The obligations of the Lenders under this Section 10.8
shall survive payment of the Obligations and termination of this Agreement.

    10.9.   Notice of Default.  The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Administrative Agent has received written notice from a
Lender or the Borrower referring to this Agreement describing such Default or
Unmatured Default and stating that such notice is a "notice of default".  In
the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the Lenders.

    10.10.  Rights as a Lender.  In the event the Administrative Agent is a
Lender, the Administrative Agent shall have the same rights and powers
hereunder and under any other Loan Document as any Lender and may exercise the
same as though it were not the Administrative Agent, and the term "Lender" or
"Lenders" shall, at any time when the Administrative Agent is a Lender, unless
the context otherwise indicates, include the Administrative Agent in its
individual capacity.  The Administrative Agent may accept deposits from, lend
money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Agreement or any other
Loan Document, with the Borrower or any of its Subsidiaries in which the
Borrower or such Subsidiary is not restricted hereby from engaging with any
other Person.  The Administrative Agent, in its individual capacity, is not
obligated to remain a Lender.

    10.11.  Lender Credit Decision.  Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents.  Each Lender also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement and the other Loan Documents.

    10.12.  Successor Administrative Agent.  The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Borrower, such resignation to be effective upon the appointment of a successor
Administrative Agent or, if no successor Administrative Agent has been
appointed, forty-five days after the retiring Administrative Agent gives notice
of its intention to resign.  If the Administrative Agent in its capacity as a
Lender shall no longer hold any Commitment hereunder, the Required Lenders
shall have the right to require the Administrative Agent to resign pursuant to
this Section 10.12. Upon any such resignation, the Required Lenders shall have
the right to appoint, on behalf of the Borrower and the Lenders, a successor
Administrative Agent.  If no successor Administrative Agent shall have been so
appointed by the Required Lenders within thirty days after the resigning
Administrative Agent's giving notice of its intention to resign, then the
resigning Administrative Agent may appoint, on behalf of the Borrower and the
Lenders, a successor Administrative Agent.  If the Administrative Agent has
resigned and no successor Administrative Agent has been appointed, the Lenders
may perform all the duties of the Administrative Agent hereunder and the
Borrower shall make all payments in respect of the Obligations to the
applicable Lender and for all other purposes shall deal directly with the
Lenders.  No successor Administrative Agent shall be deemed to be appointed
hereunder until such successor Administrative Agent has accepted the
appointment.  Any such successor Administrative Agent shall be a commercial
bank having capital and retained earnings of at least $50,000,000.  Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and
duties of the resigning Administrative Agent.  Upon the effectiveness of the
resignation of the Administrative Agent, the resigning Administrative Agent
shall be discharged from its duties and obligations hereunder and under the
Loan Documents.  After the effectiveness of the resignation of an
Administrative Agent, the provisions of this Article X shall continue in effect
for the benefit of such Administrative Agent in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative Agent
hereunder and under the other Loan Documents.

    10.13.  Administrative Agent's Fee; Arranger's Fee.  The Borrower agrees to
pay to the Administrative Agent, for its own account, and to the Arranger,
their respective fees pursuant to that certain fee letter dated of June 23,
2000 among the Administrative Agent, the Arranger and the Borrower, or as
otherwise agreed from time to time.

    10.14.  Delegation to Affiliates.  The Borrower and the Lenders agree that
the Administrative Agent may delegate any of its duties under this Agreement
and the other Loan Documents to any of its Affiliates.  Any such Affiliate (and
such Affiliate's directors, officers, agents and employees) which performs
duties in connection with this Agreement shall be entitled to the same benefits
of the indemnification, waiver and other protective provisions to which the
Administrative Agent is entitled under Articles IX and X.

    10.15.  Documentation Agent.  The Documentation Agent shall have no right,
power, obligations, liability, responsibility or duty under this Agreement
other than those applicable to all Lenders as such.  Without limiting the
foregoing, none of such Lenders shall have or be deemed to have a fiduciary
relationship with any Lender.  Each Lender hereby makes the same
acknowledgments with respect to such Lenders as it makes with respect to the
Administrative Agent in Section 10.11.


                                  ARTICLE XI

                          NO WAIVER; RATABLE PAYMENTS

    11.1.   No Waiver.  Nothing contained in this Agreement is, or shall in the
future be deemed to constitute, a waiver of any right, remedy, power or
protection available to the Lenders in law (including, without limitation,
common law) or in equity, now existing or hereafter arising, whether or not
such right, remedy, power or protection is expressly stated in this Agreement.

    11.2.   Ratable Payments.  If any Lender has payment made to it upon its
Loans (other than payments received pursuant to Section 3.1, 3.2 or 3.4) in a
greater proportion than that received by any other Lender, such Lender agrees,
promptly upon demand, to purchase a portion of the Loans held by the other
Lenders so that after such purchase each Lender will hold its ratable
proportion of Loans.  If any Lender receives collateral or other protection for
its Obligations, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral
ratably in proportion to their Loans.  In case any such payment is disturbed by
legal process, or otherwise, appropriate further adjustments shall be made.  If
any such amount is to be applied to Indebtedness of the Borrower to a Lender,
other than Indebtedness evidenced by any of the Notes held by such Lender, such
amount shall be applied ratably to such other Indebtedness and to the
Indebtedness evidenced by such Notes.


                                  ARTICLE XII

                   BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

    12.1.   Successors and Assigns.  The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and
the Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents and (ii) any assignment by any Lender must be made in compliance
with Section 1.23.  Notwithstanding clause (ii) of this Section, any Lender may
at any time, without the consent of the Borrower or the Administrative Agent,
assign all or any portion of its rights under this Agreement and its Notes to a
Federal Reserve Bank; provided, however, that no such assignment to a Federal
Reserve Bank shall release the transferor Lender from its obligations
hereunder.  The Administrative Agent may treat the payee of any Note as the
owner thereof for all purposes hereof unless and until such payee complies with
Section 12.3 in the case of an assignment thereof or, in the case of any other
transfer, a written notice of the transfer is filed with the Administrative
Agent.  Any assignee or transferee of a Note agrees by acceptance thereof to be
bound by all the terms and provisions of the Loan Documents.  Any request,
authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the holder of any Note, shall be conclusive
and binding on any subsequent holder, transferee or assignee of such Note or of
any Note or Notes issued in exchange therefor.

    12.2.   Participations.

            12.2.1   Permitted Participants; Effect.  Any Lender may, in the
ordinary course of its business and in accordance with applicable law, at any
time sell to one or more banks or other entities ("Participants")
participating interests in any Loan owing to such Lender, any Note held by such
Lender, any Commitment of such Lender, any participating interests in any
Facility LC or unrepaid LC Drawing, or any other interest of such Lender under
the Loan Documents.  In the event of any such sale by a Lender of participating
interests to a Participant, such Lender's obligations under the Loan Documents
shall remain unchanged, such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations, such Lender shall
remain the holder of any such Note for all purposes under the Loan Documents,
all amounts payable by the Borrower under this Agreement shall be determined as
if such Lender had not sold such participating interests, and the Borrower and
the Administrative Agent shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under the Loan
Documents.

            12.2.2   Voting Rights.  Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Loan, Commitment, Facility LC or
unrepaid LC Drawing in which such Participant has an interest which forgives
principal, interest or fees or reduces the interest rate or fees payable with
respect to any such Loan, Commitment, Facility LC or unrepaid LC Drawing,
postpones any date fixed for any regularly-scheduled payment of principal of,
or interest or fees on, any such Loan, Commitment, Facility LC or unrepaid LC
Drawing, releases any Guarantor of any such Loan or releases any substantial
portion of collateral, if any, securing any such Loan.

    12.3.   Assignments.

            12.3.1   Addition of New Lender

                     (i)   Subject to the limitation to the Maximum Aggregate
    Commitment and the provisions of Section 12.5 below, the Borrower or any
    Lender may at any time propose that one or more banks or other entities
    institutions (each, an "Applicant Institution") become an additional
    Lender hereunder.  At such time, the Borrower or such Lender, as
    applicable, shall notify the other parties hereto, including the
    Administrative Agent, of the identity of such Applicant Institution and
    such Applicant Institution's proposed Commitment.  The addition of any
    Applicant Institution shall be subject to:

                           (a)   If such Applicant Institution is proposed for
            inclusion as a Lender hereunder by an existing Lender and is not
            an Affiliate of such Lender or another existing Lender, the prior
            written consent of the Administrative Agent and, if but only if
            there shall not have occurred and be continuing a Default, the
            Borrower, and if such Applicant Institution is proposed for
            inclusion as a Lender hereunder by the Borrower, the prior
            written consent of the Administrative Agent, none of which
            consents shall be unreasonably withheld; and

                           (b)   Delivery of each of the items and the
            occurrence of each of the events described in subparagraph (ii)
            below.

                     (ii)   Assuming delivery of the consent of the Borrower
            and/or the Administrative Agent as required pursuant to
            subparagraph (i)(a) above, the Administrative Agent, the Borrower
            and, if such Applicant Institution will be acquiring a portion of
            an existing Lender's Maximum Commitment by way of assignment from
            such existing Lender, such existing Lender, shall mutually agree
            on the Adjustment Date on which such Applicant Institution shall
            become a party hereto and a Lender hereunder. On such Adjustment
            Date:

                           (a)   The Administrative Agent shall deliver to the
            Borrower and each of the Lenders a replacement Commitment Schedule
            to be effective as of such Adjustment Date, reflecting the
            Aggregate Commitment and the Lenders' respective Commitments and
            Percentage Shares

                           (b)   No later than 12:00 noon (Chicago time) on
            such Adjustment Date, such Applicant Institution shall pay to the
            Administrative Agent an amount equal to such Applicant
            Institution's Percentage Share of Advances outstanding.  The
            Administrative Agent shall thereupon remit to the Lenders their
            Percentage Shares of such funds.  Following such Adjustment
            Date, fees and interest accrued on the Obligations to but not
            including such Adjustment Date shall be payable to the Lenders in
            accordance with their respective Percentage Shares prior to such
            Adjustment Date before giving effect to the readjustment thereof
            pursuant to the Commitment Schedule provided by the Administrative
            Agent on such Adjustment Date.

                           (c)   If such Applicant Institution is acquiring a
            portion of an existing Lender's Commitment and Percentage Share by
            way of assignment from such existing Lender, the Administrative
            Agent, the Borrower, the assigning Lender and the Applicant
            Institution shall execute and deliver an assignment agreement in
            substantially the form of Exhibit G (an "Assignment Agreement"),
            or if such Applicant Institution is becoming a Lender hereunder
            as a result of an increase in the Aggregate Commitment, the
            Administrative Agent, the Borrower and the Applicant Institution
            shall execute and deliver an additional lender agreement in
            substantially the form of Exhibit H (an "Additional Lender
            Agreement"), either of which Assignment Agreement or
            Additional Lender Agreement shall constitute an amendment to this
            Agreement and the other Loan Documents to the extent necessary to
            reflect the inclusion of the Applicant Institution as a Lender
            hereunder.

                           (d)   If requested by the Applicant Institution,
            the Borrower shall execute and deliver to such Applicant
            Institution a Note.

                           (e)   The Applicant Institution shall pay to the
            Administrative Agent a registration fee of $3,000.

    Subject to the requirements described above, on the Adjustment Date the
    Applicant Institution shall become a party hereto and a Lender hereunder
    and shall be entitled to all rights, benefits and privileges accorded a
    Lender under the Loan Documents and shall be subject to all obligations of
    a Lender under the Loan Documents.

            12.3.2   Assignments Among Existing Lenders

                     (i)   Any Lender may at any time agree to assign a
    portion of such Lender's Commitment and Percentage Share to an existing
    Lender (a "Transferee Lender").  In such event, such Lender and the
    Transferee Lender shall so notify the Administrative Agent and the
    Borrower of the Adjustment Date on which such assignment is to be
    effective.  On such Adjustment Date:

                           (1)   The Administrative Agent shall deliver to the
            Borrower and each of the Lenders a Commitment Schedule to be
            effective as of such Adjustment Date, reflecting the Aggregate
            Commitment Limit and the Lenders' respective Commitments and
            Percentage Shares.

                           (2)   The Administrative Agent, the Borrower, the
            assigning Lender and the Transferee Lender shall execute and
            deliver an Assignment Agreement, which shall constitute an
            amendment to this Agreement and the other Loan Documents to the
            extent necessary to reflect such transfer.

                           (3)   No later than 12:00 noon (Chicago time) on
            such Adjustment Date, the Transferee Lender shall pay to the
            Administrative Agent an amount equal to such Transferee Lender's
            Percentage Share of advances outstanding in excess of such
            Transferee Lender's previous Percentage Share thereof.  The
            Administrative Agent shall thereupon remit to the transferring
            Lender the amount thereof.

            12.3.3   Minimum Commitment.  Notwithstanding anything to the
    contrary contained herein, the inclusion of any Applicant Institution as a
    Lender hereunder and the assignment by an existing Lender of a portion of
    such Lender's Commitment to a Transferee Lender above shall be subject to
    the following restrictions:

                     (i)   If an Applicant Institution is acquiring a portion
    of an existing Lender's Commitment by way of an assignment from such
    existing Lender, then such assignment of Commitment must be in the minimum
    amount of $5,000,000 and such existing Lender must continue to hold a
    Commitment of not less than $5,000,000 following the consummation of the
    contemplated assignment;

                     (ii)  If an existing Lender is assigning a portion of its
    Commitment to a Transferee Lender, such assignment of Commitment is in the
    minimum amount of $5,000,000 and such existing Lender shall continue to
    hold a Commitment of not less than $5,000,000 following the consummation
    of the contemplated assignment.

    12.4.   Increases in Availability.  From time to time the Borrower and any
Lender (an "Increasing Lender") may agree, with the prior written consent of
the Administrative Agent and subject, in the case of a proposed permanent
increase, to the provisions of Section 12.5 below, to permanently or
temporarily increase such Lender's Commitment and Percentage Share, the dollar
amount of any such increase to be, subject to the Maximum Aggregate Commitment
limitation, in the minimum dollar amount of $5,000,000.00 and integral
multiples of $1,000,000.00 in excess thereof.  The Borrower and the
Increasing Lender shall agree on the Adjustment Date for said increase and, if
the  increase is a temporary rather than permanent increase, the date on which
said increase shall terminate (the "Temporary Increase Termination Date").
The Administrative Agent shall deliver to the Borrower and each of the Lenders
a Commitment Schedule to be effective as of such Adjustment Date, and the
Lenders shall purchase and sell among themselves Loans in amounts necessary to
effect the new Percentage Shares as of such Adjustment Date.  On the Temporary
Increase Termination Date, if any, the aggregate amount of such Increasing
Lender's Percentage Share of outstanding Advances held by the Increasing
Lender in excess of its Commitment after giving effect to the termination of
the subject increase shall, if but only if at such Temporary Increase
Termination Date there does not exist a Default, be payable in full.  If at
the Temporary Increase Termination Date there exists a Default, the temporary
increase of the Increasing Lender shall continue in effect and, unless
otherwise agreed by 100% of the Lenders, shall be treated thereafter as a
permanent increase in said Increasing Lender's Commitment.

    12.5.   Right of First Refusal.  Notwithstanding the provisions of
Sections 12.3.1 and 12.4 above, at any time no Default or Unmatured Default
has occurred and is continuing, the Company may, by notice to the
Administrative Agent, request that, on the terms and conditions contained in
this Agreement, the Lenders and/or Applicant Institutions provide up to the
Maximum Aggregate Commitment in additional Commitments.  Upon receipt of such
notice, the Administrative Agent shall use all commercially reasonable efforts
to arrange for the Lenders or Applicant Institutions to provide such
additional Commitments; provided that the Administrative Agent will first
offer each of the Lenders that then has a Commitment a pro rata portion (based
upon the Commitments at such time) of any such additional Commitments, which
Lenders shall notify the Administrative Agent in writing if such Lenders
choose to provide such additional Commitments.  Alternatively, any Lender may
commit to provide the full amount of the requested additional Commitments and
then offer portions of such additional Commitments to the other Lenders or
Applicant Institutions, subject to the proviso in the immediately preceding
sentence.  Nothing contained in this Section 12.5 or otherwise in this
Agreement is intended to commit any Lender or the Administrative Agent to
provide any portion of any such additional Commitments.  If and to the extent
that any Lenders and/or Applicant Institutions agree, in their sole  discretion,
to provide any such additional Commitments:  (i) the Aggregate
Commitment shall be increased by the amount of the additional Commitments
agreed to be so provided, (ii) the Percentage Shares of the respective Lenders
in respect of the Commitments shall be adjusted accordingly, (iii) at such
time and in such manner as the Company and the Administrative Agent shall
agree (it being understood that the Company and the Administrative Agent will
use all commercially reasonable efforts to avoid the prepayment or assignment
of any Eurodollar Advance on a day other than the last day of the Interest
Period applicable thereto), the Lenders shall assign and assume outstanding
Loans and participations in LC Obligations held by each Lender to conform to
the respective percentages of the applicable Commitments of the Lenders and
(iv) the Company shall execute and deliver supplements to this Agreement or
any other Loan Documents and any additional Notes as the Administrative Agent
may reasonably request.

    12.6.   The Borrower authorizes each Lender to disclose to any Participant,
Applicant Institution or any other Person acquiring an interest in the Loan
Documents by operation of law and any prospective such Person any and all
information in such Lender's possession concerning the creditworthiness of the
Borrower and its Subsidiaries; provided that each such Person agrees to be
bound by Section 9.12 of this Agreement.

    12.7.   Tax Treatment.  If any interest in any Loan Document is
transferred to any Applicant Institution which is organized under the laws of
any jurisdiction other than the United States or any State thereof, the
transferor Lender shall cause such Applicant Institution, concurrently with
the effectiveness of such transfer, to comply with the provisions of Section
3.5.


                                 ARTICLE XIII

                                   NOTICES

    13.1.   Notices.  Except as otherwise permitted by Section  2.20 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, facsimile
transmission or similar writing) and shall be given to such party: (x) in the
case of the Borrower or the Administrative Agent, at its address or facsimile
number set forth on the signature pages hereof, (y) in the case of any Lender,
at its address or facsimile number set forth on the signature pages hereof
or in its administrative questionnaire or (z) in the case of any party, such
other address or facsimile number as such party may hereafter specify for the
purpose by notice to the Administrative Agent and the Borrower.  Each such
notice, request or other communication shall be effective (i) if given by
facsimile transmission, when transmitted to the facsimile number specified in
this Section and confirmation of receipt is received, (ii) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid or (iii) if given by any other means,
when delivered at the address specified in this Section; provided that notices
to the Administrative Agent under Article II shall not be effective until
received.

    13.2.   Change of Address.  The Borrower, the Administrative Agent and any
Lender may each change the address for service of notice upon it by a notice in
writing to the other parties hereto.


                                  ARTICLE XIV

                                 COUNTERPARTS

    This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto
may execute this Agreement by signing any such counterpart.  This Agreement
shall be effective when it has been executed by the Borrower, the
Administrative Agent and the Lenders and each party has notified the
Administrative Agent by telex or telephone, that it has taken such action.


                                  ARTICLE XV

         CHOICE OF LAW, CONSENT TO JURISDICTION, WAIVER OF JURY TRIAL

    15.1.   CHOICE OF LAW.  THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF CALIFORNIA,
BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

    15.2.   CONSENT TO JURISDICTION.  THE BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON- EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR CALIFORNIA
STATE COURT SITTING IN LOS ANGELES IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  NOTHING HEREIN
SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING
PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.  ANY
JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY
LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN LOS
ANGELES, CALIFORNIA.

    15.3.   WAIVER OF JURY TRIAL.  THE BORROWER, THE ADMINISTRATIVE AGENT AND
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

                           [Signature Pages Following]

     IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent
Have executed this Agreement as of the date first above written.

                              SYNCOR INTERNATIONAL CORPORATION

                              By:         /s/ Michael E. Mikity
                              Print Name: Michael E. Mikity
                              Title:      Senior Vice President

                              Address:     6464 Canoga Avenue, Woodland
                                           Hills, California 91367
                              Fax:         (818) 737-4468
                              Attention:   Mr. Michael E. Mikity, Senior Vice
                                           President; Chief Financial Officer

                              BANK ONE, NA, as Administrative Agent, as LC
                              Issuer and as a Lender


                              By:         /s/ Richard G. Hillsman
                              Print Name: Richard G. Hillsman
                              Title:      First Vice President

                              Address:     777 South Figueroa Street, 4th Floor
                                           Los Angeles, California 90017
                              Fax:         (213) 683-4999
                              Attention:   Mr. James P. Moore, Senior Vice
                                           President

                              With copy to:

                              Address:     One Bank One Plaza, 10th Floor
                                           Chicago, Illinois 60670
                              Fax:         (312) 732-4840
                              Attention:   Ms. Deborah Turner

                              THE BANK OF NOVA SCOTIA, as Documentation Agent
                              and as a Lender

                              By:         /s/ R.P. Reynolds
                              Print Name: R.P. Reynolds
                              Title:      Director

                              Address:     580 California Street, Suite 2100
                                           San Francisco, California 94104
                              Fax:         (415) 397-0791
                              Attention:   Robert Reynolds, Director

                              FLEET NATIONAL BANK, as a Lender

                              By:         /s/ Kimberly Martone
                              Print Name: Kimberly Martone
                              Title:      Director

                              Address:     100 Federal Street, 9th Floor
                                           Boston, Massachusetts 02110
                              Fax:         (617) 434-0819
                              Attention:   Ms. Kimberly Martone, Director,
                                           Biotechnology & Life Services

                              MELLON BANK, N.A., as a Lender

                              By:         /s/ Richard M. McNiven
                              Print Name: Richard M. McNiven
                              Title:      Vice President

                              Address:     601 West 5th Street Los Angeles,
                                           California 90071
                              Fax:         (949) 253-5045
                              Attention:   Mr. Richard M. McNiven, Vice
                                           President

                              THE NORTHERN TRUST COMPANY, as a Lender

                              By:         /s/ Candelario Martinez
                              Print Name: Candelario Martinez
                              Title:      Vice President

                              Address:     50 South LaSalle Street B-2
                                           Chicago, Illinois 60675
                              Fax:         (312) 444-7028
                              Attention:   Mr. Candelario Martinez, Vice
                                           President

                              UNION BANK OF CALIFORNIA, N.A., as a Lender

                              By:         /s/ Darr L. Woods
                              Print Name: Darr L. Woods
                              Title:      Vice President

                              Address:     5855 Topanga Canyon Boulevard, Suite
                                           200, Woodland Hills, California
                                           91367
                              Fax:         (818) 595-2063
                              Attention:   Mr. Darr L. Woods, Vice President


<PAGE>
                       ANNEX 1:  COMMITMENT SCHEDULE
                                 (as of Effective Date)

Aggregate Maximum Commitment:    $200,000,000
Aggregate Commitment:            $150,000,000


         LENDER                   COMMITMENT           PERCENTAGE SHARE

        Bank One, NA              $50,000,000             0.333333

   The Bank of Nova Scotia        $30,000,000             0.200000

      Mellon Bank, N.A.           $25,000,000             0.166667

      Fleet National Bank         $20,000,000             0.133333

Union Bank of California, N.A.    $15,000,000             0.100000

    The Northern Trust Company    $10,000,000             0.066667

           TOTAL:                 $150,000,000            1.000000

<PAGE>

          ANNEX 2:  SCHEDULE OF EXISTING LETTERS OF CREDIT

 L/C No.           Amount       Expiry Date            Beneficiary

30014000         $15,850.00      05/11/2001      New York State Dept. of
                                                 Environmental Conservation NY

30024000         $15,850.00      05/11/2001      New York State Dept. of
                                                 Environmental Conservation NY

30034000         $16,700.00      05/11/2001      New York State Dept. of
                                                 Environmental Conservation N

30104000         $700,000.00     10/14/2000      Soreq NRC Israel

30274000         $15,850.00      05/11/2001      New York State Dept. of
                                                 Environmental Conservation NY

30284000         $16,700.00      05/11/2001      New York State Dept. of
                                                 Environmental Conservation N

30294000         $15,850.00      05/11/2001      New York State Dept. of
                                                 Environmental Conservation NY

30304000         $15,850.00      05/11/2001      New York State Dept. of
                                                 Environmental Conservation NY

30314000         $35,750.00      12/31/2000      Morgan Realty Partners, Inc.

        Total   $848,400.00

<PAGE>

<TABLE>
<CAPTION>
                              ANNEX 3:  PRICING SCHEDULE

<S>		     <C>	     <C>	       <C>		  <C>		    <C>
APPLICABLE       LEVEL I     LEVEL II      LEVEL III    LEVEL IV      LEVEL V
  MARGIN         STATUS       STATUS        STATUS       STATUS       STATUS

Eurodollar
  Rate            0.75%       1.00%         1.25%         1.50%        1.75%

ABR               -0-%        -0-%          -0-%          -0-%         0.25%

APPLICABLE       LEVEL I     LEVEL II      LEVEL III    LEVEL IV      LEVEL V
FEE RATE         STATUS       STATUS        STATUS        STATUS       STATUS

Commitment Fee    0.15%       0.175%        0.20%         0.25%        0.30%

Standby Letter
 of Credit Fee    0.75%       1.00%         1.25%         1.50%        1.75%
</TABLE>

Pricing will be set at Level IV until the Borrower delivers its financial
statements for the fiscal year ending December 31, 2000 as required pursuant to
Section 6.1(i).

    For the purposes of this Schedule, the following terms have the following
meanings, subject to the final paragraph of this Schedule:

    "Financials" means the annual or quarterly financial statements of the
Borrower delivered pursuant to the Credit Agreement.

    "Level I Status" exists at any date if, as of the last day of the fiscal
quarter of the Borrower referred to in the most recent Financials, the Leverage
Ratio is less than 0.75 to 1.00.

    "Level II Status" exists at any date if, as of the last day of the fiscal
quarter of the Borrower referred to in the most recent Financials, (i) the
Borrower has not qualified for Level I Status and (ii) the Leverage Ratio is
equal to or greater than 0.75 to 1.00 but less than 1.25 to 1.00.

    "Level III Status" exists at any date if, as of the last day of the fiscal
quarter of the Borrower referred to in the most recent Financials, (i) the
Borrower has not qualified for Level I Status or Level II Status and (ii) the
Leverage Ratio is equal to or greater than 1.25 to 1.00 but less than 1.75 to
1.00.

    "Level IV Status" exists at any date if, as of the last day of the fiscal
quarter of the Borrower referred to in the most recent Financials, (i) the
Borrower has not qualified for Level I Status, Level II Status or level III
Status and (ii) the Leverage Ratio is equal to or greater than 1.75 to 1.00 but
less than 2.25 to 1.00.

    "Level V Status" exists at any date if the Borrower has not qualified for
Level I Status, Level II Status, Level III Status or Level IV Status.

    "Status" means Level I Status, Level II Status, Level III Status, Level IV
Status or Level V Status.

    The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Borrower's Status as reflected
in the then most recent Financials.  Adjustments, if any, to the Applicable
Margin or Applicable Fee Rate shall be effective five Business Days after the
Agent has received the applicable Financials.  If the Borrower fails to deliver
the Financials to the Agent at the time required pursuant to the Credit
Agreement, then the Applicable Margin and Applicable Fee Rate shall be the
highest Applicable Margin and Applicable Fee Rate set forth in the foregoing
table until five days after such Financials are so delivered.

<PAGE>

                                   EXHIBIT A

                                 FORM OF GUARANTY


    THIS GUARANTY (the "Guaranty") is made and dated as of the day_______ of,
    20__ by ________________________, a _______________________("Guarantor").

                                     RECITALS

    A.      This Guaranty is being executed and delivered to Bank One, NA,
acting in its capacity as administrative agent (in such capacity, the
"Administrative Agent") for the lenders from time to time party to that
certain Credit Agreement dated as of _________, 2000 by and among Syncor
International Corporation (the "Borrower"), the Administrative Agent, and
the lenders from time to time party thereto (the "Lenders") (as amended,
extended and replaced from time to time, the "Credit Agreement," and with
capitalized terms not otherwise defined herein used with the meanings given
such terms in the Credit Agreement).

    B.      Pursuant to the Credit Agreement the Lenders have agreed to extend
credit to The Borrower on the terms and subject to the conditions set forth
therein.

    C.      Pursuant to the terms of the Credit Agreement, Guarantor is
required, among Other things, to execute and deliver this Guaranty to the
Administrative Agent for the Benefit of the Lenders.

    NOW, THEREFORE, in consideration of the above Recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Guarantor hereby agrees as follows:


                                     AGREEMENT

    1.      Guarantor hereby absolutely and unconditionally guarantees the
payment when due, upon maturity, acceleration or otherwise, of all obligations
of the Borrower to the Lenders under the Credit Agreement and the other Loan
Documents (as defined in the Credit Agreement), whether heretofore, now, or
hereafter made, incurred or created, whether voluntary or involuntary and
however arising, absolute or contingent, liquidated or unliquidated,
determined or undetermined (collectively and severally, the "Guaranteed
Obligations"), whether or not such Guaranteed Obligations are from time to
time reduced, or extinguished and thereafter increased or incurred, whether
the Borrower may be liable individually or jointly with others, whether or not
recovery upon such Guaranteed Obligations may be or hereafter become barred by
any statute of limitations, and whether or not such Guaranteed Obligations may
be or hereafter become otherwise unenforceable

    2.      Guarantor hereby absolutely and unconditionally guarantees the
payment of the Guaranteed Obligations, whether or not due or payable by the
Borrower, upon: (a) the dissolution, insolvency or business failure of, or any
assignment for benefit of creditors by, or commencement of any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceedings by
or against, either the Borrower or Guarantor, or (b)the appointment of a
receiver for, or the attachment, restraint of or making or levying of any
order of court or legal process affecting, the property of either the Borrower
or Guarantor, and unconditionally promises to pay such Guaranteed Obligations
to the Administrative Agent for the benefit of Lenders, or order, on demand,
in lawful money of the United States.

    3.      The liability of Guarantor hereunder is exclusive and independent
of any security for or other guaranty of the Guaranteed Obligations, whether
executed by Guarantor or by any other party, and the liability of Guarantor
hereunder is not affected or impaired by (a) any direction of application of
payment by the Borrower or by any other party, or (b) any other guaranty,
undertaking or maximum liability of Guarantor or of any other party as to the
Guaranteed Obligations, or (c) any payment on or in reduction of any
such other guaranty or undertaking, or (d) any revocation or release of any
obligations of any other guarantor of the Guaranteed Obligations, or (e) any
dissolution, termination or increase, decrease or change in personnel of
Guarantor, or (f) any payment made to the Administrative Agent or any Lender
on the Guaranteed Obligations which the Administrative Agent or any Lender
repays to the Borrower pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding, and
Guarantor waives any right to the deferral or modification of Guarantor's
obligations hereunder by reason of any such proceeding.

    4.      (a)   The obligations of Guarantor hereunder are independent of
the obligations of the Borrower with respect to the Guaranteed Obligations,
and a separate action or actions may be brought and prosecuted against
Guarantor whether or not action is brought against the Borrower and whether or
not the Borrower be joined in any such action or actions.  Guarantor waives,
to the fullest extent permitted by law, the benefit of any statute of
limitations affecting its liability hereunder or the enforcement thereof.  Any
payment by the Borrower or other circumstance which operates to toll any
statute of limitations as to the Borrower shall operate to toll the statute of
limitations as to Guarantor.

            (b)   All payments made by Guarantor under this Guaranty shall be
made without set-off or counterclaim and free and clear of and without
deductions for any present or future taxes, fees, withholdings or conditions
of any nature ("Taxes").  Guarantor shall pay any such Taxes, including
Taxes on any amounts so paid, and will promptly furnish any Lender copies of
any tax receipts or such other evidence of payment as such Lender may require.

    5.      Guarantor authorizes the Administrative Agent and Lenders (whether
or not after termination of this Guaranty), without notice or demand (except
as shall be required by applicable statute and cannot be waived), and without
affecting or impairing its liability hereunder, from time to time to (a)
renew, compromise, extend, increase, accelerate or otherwise change the time
for payment of, or otherwise change the terms of Guaranteed Obligations or any
part thereof, including increase or decrease of the rate of interest thereon;
(b) take and hold security for the payment of this Guaranty or the
Guaranteed Obligations and exchange, enforce, waive and release any such
security; (c) apply such security and direct the order or manner of sale
thereof as the Administrative Agent and Lenders in their discretion may
determine; and (d) release or substitute any one or more endorsers,
guarantors, the Borrower or other obligors.  The Administrative Agent
and Lenders may, without notice to or the further consent of the Borrower or
Guarantor, assign this Guaranty in whole or in part to any person acquiring an
interest in the Guaranteed Obligations.

    6.      It is not necessary for the Administrative Agent or any Lender to
inquire into the capacity or power of the Borrower or the officers acting or
purporting to act on their behalf, and Guaranteed Obligations made or created
in reliance upon the professed exercise of such powers shall be guaranteed
hereunder.

    7.      Guarantor waives any right to require the Administrative Agent or
any Lender to (a) proceed against the Borrower or any other party; (b) proceed
against or exhaust any security held from the Borrower; or (c) pursue any
other remedy whatsoever.  Guarantor waives any personal defense based on or
arising out of any personal defense of the Borrower other than payment in full
of the Guaranteed Obligations, including, without limitation, any defense
based on or arising out of the disability of either the Borrower, or the
unenforceability of the Guaranteed Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of the Borrower other
than payment in full of the Guaranteed Obligations.  The Administrative Agent
and Lenders may, at their election, foreclose on any security held for the
Guaranteed Obligations by one or more judicial or nonjudicial sales, or
exercise any other right or remedy they may have against the Borrower, or any
security, without affecting or impairing in any way the liability of Guarantor
hereunder except to the extent the Guaranteed Obligations have been paid
Guarantor waives all rights and defenses arising out of an election of
remedies, even though that election of remedies, such as a nonjudicial
foreclosure with respect to security for a guaranteed obligation, has
destroyed Guarantor's rights of subrogation and reimbursement against the
principal by operation of Section 580d of the California Code of Civil
Procedure.

    8.      Guarantor hereby waives any claim or other rights which Guarantor
may now have or may hereafter acquire against the Borrower or any other
guarantor of all or any of the Guaranteed Obligations that arise from the
existence or performance of Guarantor's obligations under this Guaranty or any
other of the Loan Documents (all such claims and rights being referred to as
the "Guarantor's Conditional Rights"), including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution, or
indemnification, any right to participate in any claim or remedy which the
Administrative gent or any Lender has against the Borrower or any collateral
which the Administrative Agent or any Lender now has or hereafter acquires for
the Guaranteed Obligations, whether or not such claim, remedy or right arises
in equity or under contract, statute or common law, by any payment made
hereunder or otherwise, including, without limitation, the right to take or
receive from the Borrower, directly or indirectly, in cash or other property
or by setoff or in any other manner, payment or security on account of such
claim or other rights.  If, notwithstanding the foregoing provisions, any
amount shall be paid to Guarantor on account of Guarantor's Conditional Rights
and either (a) such amount is paid to Guarantor at any time when the
Guaranteed Obligations shall not have been paid or performed in full, or (b)
regardless of when such amount is paid to Guarantor any payment made by the
Borrower to the Administrative Agent or any Lender is at any time determined
to be a preferential payment, then such amount paid to Guarantor shall be
deemed to be held in trust for the benefit of Lenders and shall forthwith be
paid to the Administrative Agent for the benefit of Lenders to be credited and
applied upon the Guaranteed Obligations, whether matured or unmatured, in such
order and manner as Lenders, in their sole discretion, shall determine.  To
the extent that any of the provisions of this Paragraph 8 shall not be
enforceable, Guarantor agrees that until such time as the Guaranteed
Obligations have been paid and performed in full and the period of time has
expired during which any payment made by the Borrower or Guarantor may be
determined to be a preferential payment, Guarantor's Conditional Rights to the
extent not validly waived shall be subordinate to the Lenders' right to full
payment and performance of the Guaranteed Obligations and Guarantor shall not
seek to enforce Guarantor's Conditional Rights during such period.

    9.      Guarantor waives all presentments, demands for performance,
protests and notices, including, without limitation, notices of
nonperformance, notices of protest, notices of dishonor, notices of acceptance
of this Guaranty, and notices of the existence, creation or incurring of new
or additional Guaranteed Obligations.  Guarantor assumes all responsibility
for being and keeping itself informed of either the Borrower's financial
condition and assets, and of all other circumstances bearing upon the risk of
nonpayment of the Guaranteed Obligations and the nature, scope and extent of
the risks which Guarantor assumes and incurs hereunder, and agrees that
neither the Administrative Agent nor any Lender shall have a duty to advise
Guarantor of information known to it regarding such circumstances or risks.

    10.     In addition to the Guaranteed Obligations, Guarantor agrees to pay
reasonable attorneys' fees and all other reasonable costs and expenses
incurred by the Administrative Agent and Lenders in enforcing this Guaranty in
any action or proceeding arising out of or relating to this Guaranty.

    11.     Guarantor has reviewed and approved the Credit Agreement and the
Loan Documents.  Guarantor agrees to execute any and all further documents,
instruments and agreements as the Administrative Agent from time to time
reasonably requests to evidence Guarantor's obligations hereunder.

    12.     This Guaranty and the other Loan Documents shall be governed by
and construed in accordance with the substantive laws of the State of
California.

                                __________________________________, a
                                ______________________ corporation

                                By:_______________________________
                                Name:_____________________________
                                Title:____________________________


<PAGE>
                               EXHIBIT B

                              FORM OF NOTE

                                                   Woodland Hills, California
                                                       __________ ___, ______

       FOR VALUE RECEIVED, SYNCOR INTERNATIONAL CORPORATION, a _______________
corporation (the "Borrower"), hereby unconditionally promises to pay to the
order of ___________(the "Lender") at the office of Bank One, NA, a national
banking association (the "Administrative Agent"), located at One Bank One
Plaza, Chicago, Illinois 60670, in lawful money of the United States and in
immediately available funds, on the dates required under that certain Credit
Agreement dated as of _________, 2000 among the Borrower, the lenders from time
to time party thereto, including the Lender, and the Administrative Agent (as
the same may be amended or modified and in effect from time to time, the
"Agreement"), the aggregate unpaid principal amount of all Loans made by the
Lender to the Borrower pursuant to Article II of the Agreement.

       The Borrower further agrees to pay interest in like money and funds at
the office of the Administrative Agent referred to above, on the unpaid
principal balance hereof from the date advanced until paid in full at the
applicable rates and on the dates set forth in the Agreement.  The Borrower
shall pay the principal of and accrued and unpaid interest on the Loans in full
on or before the Facility Termination Date.  The holder of this Note is hereby
authorized to record the date and amount of each Loan and the date and amount
of each payment of principal and interest, and applicable interest rates and
other information with respect thereto, on the schedules annexed to and
constituting a part of this Note (or by any analogous method the holder hereof
may elect consistent with its customary practices); provided, however, that the
failure to make a notation or the inaccuracy of any notation shall not limit or
otherwise affect the obligations of the Borrower under the Agreement and this
Note.

       This Note is one of the Notes issued pursuant to, and is entitled to the
Benefits of, the Agreement, to which reference is hereby made for a statement
of the terms and conditions governing this Note, including the terms and
conditions under which this Note may be prepaid or its maturity date
accelerated.  This Note is guaranteed pursuant to the Guaranties, all as more
specifically described in the Agreement, and reference is made thereto for a
statement of the terms and provisions thereof.  Capitalized terms used herein
and not otherwise defined herein are used with the meanings attributed to them
in the Agreement.

                                     SYNCOR INTERNATIONAL CORPORATION


                                     By:________________________________
                                     Print Name:________________________
                                     Title:_____________________________

<PAGE>

                          SCHEDULE OF LOANS AND PAYMENTS

                                         TO

                       NOTE OF SYNCOR INTERNATIONAL CORPORATION

                                 DATED __________, ____

         Principal    Maturity of               Principal             Interest
         Amount of     Interest     Interest     Amount      Unpaid    Amount
Date       Loan         Period        Rate        Paid       Balance   Paid

<PAGE>


                                EXHIBIT C

                     FORM OF SUBORDINATION AGREEMENT

            THIS SUBORDINATION AGREEMENT (the "Subordination Agreement") is
made and dated as of the ______ day of _________, 20 __ by and among SYNCOR
INTERNATIONAL CORPORATION, a Delaware corporation (the "Borrower"), BANK
ONE, NA, acting in its capacity as Administrative agent (in such capacity, the
"Administrative Agent") for the lenders from time to time party to that
certain Credit Agreement dated as of ______________, 2000 by and among the
Borrower, the Administrative Agent, and the lenders from time to time party
thereto (the "Lenders") (as amended, extended and replaced from time to
time, the "Credit Agreement," and with capitalized terms not otherwise
defined herein used with the meanings given such terms in the Credit
Agreement), and _____________, a _________________ corporation (the
"Creditor").


                                RECITALS


    A.      Pursuant to the Credit Agreement the Lenders have agreed to extend
credit to the Borrower on the terms and subject to the conditions set forth
therein.

    B.      Pursuant to the terms of the Credit Agreement, the Creditor is
required to subordinate its right to the payment of monies from the Borrower
to the payment and performance of the Obligations under (and as defined in)
the Credit Agreement (the "Senior Obligations"), and to execute and deliver
this Subordination Agreement to the Administrative Agent for the benefit of
the Lenders as evidence thereof.

    NOW, THEREFORE, in consideration of the above Recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                                  AGREEMENT

    1.      The Creditor has extended and may in the future extend credit to
the Borrower from time to time.  The principal of all now existing and
hereafter arising indebtedness of the Borrower to the Creditor together with
accrued but unpaid interest thereon is hereinafter referred to as the
"Claims".

    2.      The Creditor is or will be the sole and absolute owner of the
Claims and has not sold, assigned, transferred or otherwise disposed of any
right it may have to repayment of the Claims or any security therefor.

    3.      The Claims and all rights and remedies of the Creditor with
respect thereto and any lien securing payment thereof are and shall continue
to be subject, subordinate and rendered junior in the right of payment to the
Senior Obligations, as the same may be extended, amended or replaced form time
to time.

    4.       Unless and until the Senior Obligations shall have been fully
paid and discharged and any agreement by the Lenders to make further loans or
advances to the Borrower shall have terminated:
<PAGE>
            (a)   The Borrower will not make or give, and the Creditor will
not receive, directly or indirectly, any payment, advance, credit or further
security of any kind whatsoever on account of the Claims, or any new or
further evidence thereof;

            (b)   The Creditor will not sell, assign, transfer or endorse the
Claims or any part or evidence thereof;

            (c)   The Creditor will not modify the Claims or any part or
evidence thereof; and

            (d)   The Creditor will not take, or permit any action to be
taken, to assert, collect or enforce the Claims or any part thereof.

    5.      Each of the Borrower and the Creditor waives notice of acceptance
of this Subordination Agreement by the Lenders, and each of the Creditor
waives notice of and consent to the amount and terms of any loan or loans
which the Lenders may from time to time make to the Borrower and any renewal
or extension thereof and any action which the Lenders in their sole and
absolute discretion may take or omit to take with respect thereto.

    6.      This Subordination Agreement shall constitute a continuing
agreement of subordination and the Lenders may, from time to time and without
notice to the Creditor, lend money to or make other financial arrangements
with the Borrower in reliance hereon until written notice of termination shall
be delivered by the Creditor to the Lenders by certified mail, return receipt
requested.  The receipt by the Lenders of such notice shall not affect this
Subordination Agreement as it relates to any Senior Obligations then existing,
to any Senior Obligations incurred thereafter pursuant to a previous
commitment by the Lenders or to any amendments to, or extensions or renewals
of, any such Senior Obligations.

    7.      In the event of a default in the performance or observance of any
of the foregoing, the Senior Obligations shall forthwith become due and
payable at the election of the Lenders, without presentment, demand or notice
of any kind, all of which are hereby waived.

    8.      The Creditor agrees as follows

           (a)   Upon any distribution of all of the assets of the Borrower to
creditors of the Borrower upon the dissolution, winding up, liquidation,
arrangement, or reorganization of the Borrower, whether in any bankruptcy,
insolvency, arrangement, reorganization or receivership proceeding or upon an
assignment for the benefit of creditors or any other marshalling of the assets
and liabilities of the Borrower or otherwise, any payment or distribution of
any kind (whether in cash, property or securities) which otherwise would be
payable or deliverable upon or with respect to the Claims shall be paid or
delivered directly to the Administrative Agent for application (in the case of
cash) to, or as collateral (in the case of non-cash property or securities)
for, the payment or prepayment of the Senior Obligations until the Senior
Obligations shall have been paid in full.

            (b)   If any proceeding referred to in subsection (a) above is
commenced by or against the Borrower:

                  (1)   The Lenders are hereby irrevocably authorized and
empowered (in their own name or in the name of the Creditor or otherwise), but
shall have no obligation, to demand, sue for, collect and receive every
payment or distribution referred to in subsection (a) above and give
acquittance therefor and to file claims and proofs of claim and take such
<PAGE>
other action (including, without limitation, voting the Claims or enforcing
any security interest or other lien securing payment of the Claims) as the
Lenders may deem necessary or advisable for the exercise or enforcement of any
of the rights or interests of the Lenders hereunder; and

                  (2)   The Creditor shall duly and promptly take such action
as the Lenders may request (i) to collect the Claims for account of the
Lenders and to file appropriate claims or proofs of claim in respect of the
Claims, (ii) to execute and deliver to the Administrative Agent such powers of
attorney, assignments, or other instruments as it may request in order to
enable it to enforce any and all claims with respect to, and any security
interests and other liens securing payment of, the Claims, and (iii) to
collect and receive any and all payments or distributions which may be
payable or deliverable upon or with respect to the Claims.

            (c)   All payments or distributions upon or with respect to the
Claims which are received by the Creditor contrary to the provisions of this
Subordination Agreement shall be received in trust for the benefit of the
Lenders, shall be segregated from other funds and property held by the
Creditor and shall be forthwith paid over to the Administrative Agent in the
same form as so received (with any necessary endorsement) to be applied (in
the case of cash) to, or held as collateral (in the case of non-cash property
or securities) for, the payment or prepayment of the Senior Obligations.

            (d)   The Administrative Agent on behalf of the Lenders is hereby
authorized to demand specific performance of this Subordination Agreement,
whether or not the Borrower shall have complied with any or all of the
provisions hereof applicable to the Borrower, at any time when the Creditor
shall have failed to comply with any of the provisions of this Subordination
Agreement applicable to it.

    9.      It is the intent of the Creditor to create by this Subordination
Agreement a security interest in favor of the Administrative Agent for the
benefit of the Lenders in the Claims and in the Creditor's other rights to
receive money or other property from the Borrower, whether such rights shall
constitute accounts, contract rights, chattel paper, instruments, general
intangibles or otherwise.  The Creditor hereby grants to the Administrative
Agent for the benefit of the Lenders a security interest in the Claims in
order to secure the payment and performance of the Creditor' obligations
pursuant to this Subordination Agreement.

    10.     The Creditor authorizes the Administrative Agent and the Lenders
(whether or not after revocation of this Subordination Agreement), without
notice or demand (except as shall be required by applicable statute and cannot
be waived), and without affecting or impairing the Creditor's obligations
hereunder, from time to time to (a) renew, compromise, extend, increase,
accelerate or otherwise change the time for payment of, or otherwise change
the terms of the Senior Obligations or any part thereof, including without
limitation to increase or decrease the rate of interest thereon; (b) take and
hold security for the payment of the Senior Obligations and exchange, enforce,
waive and release any such security; (c) apply such security and direct the
order or manner of sale thereof as the Administrative Agent and the Lenders in
their sole discretion may determine; and (d) release and substitute any one or
more endorsers, warrantors, the Borrower or other obligors.

    11.     This Subordination Agreement shall extend to and be binding upon
the successors and assigns of each of the parties hereto.

    12.     This Subordination Agreement may be executed in any number of
counterparts all of which taken together shall constitute one agreement and
any party hereto may execute this Subordination Agreement by signing any such
counterpart.

    13.     This Subordination Agreement shall be construed in accordance with
and governed by the substantive laws of the State of California.

                                    BANK ONE, NA,
                                    as Administrative Agent
                                    By:______________________________
                                    Name:____________________________
                                    Title:___________________________

                                    SYNCOR INTERNATIONAL
                                    CORPORATION, a Delaware corporation

                                    By:______________________________
                                    Name:____________________________
                                    Title:___________________________


						_________________________________

                                    By:______________________________
                                    Name:____________________________
                                    Title:___________________________

<PAGE>

                              EXHIBIT D

                           FORM OF OPINION

                                                       October __, 2000

The Administrative Agent and the Lenders who are parties to the
Credit Agreement described below.

Ladies and Gentlemen:

    We have acted as counsel for Syncor International Corporation (the
"Borrower") and each of the Guarantors in connection with the execution and
delivery of that certain Credit Agreement dated as of October 17, 2000 (the
"Agreement") among the Borrower, the Lenders named therein, and Bank One, NA,
as Administrative Agent, and the other Loan Documents in connection therewith.
This opinion is being furnished to the Administrative Agent and the Lenders
pursuant to the provisions of Section 4.1(xi) of the Agreement.  All
capitalized terms used in this opinion and not otherwise defined herein shall
have the meanings attributed to them in the Agreement.

    We have examined executed copies of each of the Loan Documents and copies
of the articles of incorporation and by-laws (with all amendments respectively
thereto) of each of the Borrower and the Guarantors, and certified copies of
resolutions adopted by the Board of Directors of the Borrower on ____________,
2000, authorizing the execution and delivery of the Loan Documents to which the
Borrower is party, and certified copies of resolutions adopted by the Board of
Directors of each of the Guarantors on _____________, 2000, authorizing the
execution and delivery of the Loan Documents to which such Guarantor is party.
We are generally familiar with the business and operations of the Borrower and
the Guarantors.  We have examined such statutes, decisions and matters of law
and other documents as we deemed necessary to express the following opinions.

    In our examination made for the purpose of rendering these opinions, we
have relied upon the certificates of incumbency this day furnished to us as to
the genuineness of all signatures.  After due inquiry and examination, we have
assumed for the purpose of the opinions the authenticity of all other
documents submitted to us as originals and the conformity with originals of
all other documents submitted to us as certified copies.  As to any questions
of fact material to such opinions, we have, when relevant facts were not
independently established, relied upon certificates of governmental officials
and certificates of officers of the Company, copies of which are attached
hereto.

    The opinions hereinafter expressed are subject to the following
qualifications:

    (a)     The effect of applicable bankruptcy and other similar laws
affecting the rights of creditors generally; and

    (b)     The effect of rules of law governing specific performance,
injunctive relief or other equitable remedies.

    Based upon the foregoing, it is our opinion that:

    1.      Each of the Borrower and its Subsidiaries is a corporation duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted.

    2.      Each of the Borrower and the Guarantors has the corporate power and
authority and legal right to execute and deliver the Loan Documents to which it
is party and to perform its obligations thereunder.  The execution and delivery
of the Loan Documents by the Borrower and the Guarantors and the performance of
their respective obligations thereunder have been duly authorized by proper
corporate proceedings, the Loan Documents to which the Borrower is party
constitute legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their terms, and the Loan Documents to
which each Guarantor is party constitute legal, valid and binding obligations
of such Guarantor enforceable against such Guarantor in accordance with their
terms.  The execution and delivery by the Borrower or any Guarantor of the Loan
Documents, the consummation of the transactions therein contemplated, and
compliance with the provisions thereof will not:

    (a)     require any consent of the Borrower's shareholders;

    (b)     violate any law, rule, regulation, order, writ, judgment,
		injunction, decree or award binding on the Borrower or any of the
		Guarantors or the Borrower's or any Guarantor's articles of
		incorporation or by-laws or the provisions of any indenture,
		instrument or agreement to which the Borrower or any of the
		Guarantors is a party or is subject; or

    (c)     result in, or require, the creation or imposition of any Lien
		pursuant to the provisions of any indenture, instrument or
		agreement to which the Borrower or any of the Guarantors is a
		party or is subject.

    3.      There is no litigation or proceeding against the Borrower or any of
its Subsidiaries which, if adversely determined, could have a Material Adverse
Effect.

    4.      No approval, authorization, consent, adjudication or order of any
governmental authority, which has not been obtained by the Borrower or any of
the Guarantors, is required to be obtained by the Borrower or any of the
Guarantors in connection with the execution and delivery of the Loan Documents,
the borrowings under the Agreement or in connection with the payment by the
Borrower or any Guarantor of the Obligations.

    5.      Neither the Borrower nor any Subsidiary thereof is an "investment
company" or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.

    6.      Neither the Borrower nor any Subsidiary is a "holding company" or
a "subsidiary company" of a "holding company", or an "affiliate" of a
"holding company" or of a "subsidiary company" of a "holding company",
within the meaning of the Public Utility Holding Company Act of 1935, as
amended.

    This opinion may be relied upon by the Administrative Agent, the Lenders
and their participants, assignees and other transferees.


                                          Very truly yours,

							______________________________

<PAGE>

                                 EXHIBIT E

                LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To Bank One, NA,
as Administrative Agent (the "Administrative Agent") under the Credit
Agreement

Described Below.

Re:   Credit Agreement, dated as of October 17, 2000 (as the same may be
      amended or modified, the "Credit Agreement"), among Syncor International
      Corporation (the "Borrower"), the Lenders named therein and the
      Administrative Agent.  Capitalized terms used herein and not otherwise
      defined herein shall have the meanings assigned thereto in the Credit
      Agreement.

      The Administrative Agent is specifically authorized and directed to act
upon the following standing money transfer instructions with respect to the
proceeds of Advances or other extensions of credit from time to time until
receipt by the Administrative Agent of a specific written revocation of such
instructions by the Borrower, provided, however, that the Administrative Agent
may otherwise transfer funds as hereafter directed in writing by the Borrower
in accordance with Section 13.1 of the Credit Agreement or based on any
telephonic notice made in accordance with Section 2.20 of the Credit Agreement.

Facility Identification Number(s)___________________________________________

Customer/Account Name_______________________________________________________

Transfer Funds To___________________________________________________________

				____________________________________________________

				____________________________________________________

For Account No._____________________________________________________________

Reference/Attention To______________________________________________________

Authorized Officer (Customer Representative)    Date________________________

_________________________________			____________________________
(Please Print)                                  Signature

Bank Officer Name                               Date________________________

_________________________________			____________________________
(Please Print)                                  Signature

(Deliver Completed Form to Credit Support Staff For Immediate Processing)

<PAGE>

                                     EXHIBIT F

                            FORM OF COMPLIANCE CERTIFICATE

    To:    The Lenders parties to the
           Credit Agreement Described Below

    This Compliance Certificate is furnished pursuant to that certain Credit
Agreement dated as of October 17, 2000 (as amended, modified, renewed or
extended from time to time, the "Agreement") among Syncor International
Corporation (the "Borrower"), the lenders party thereto and Bank One, as
Administrative Agent for the Lenders.  Unless otherwise defined herein,
capitalized terms used in this Compliance Certificate have the meanings
ascribed thereto in the Agreement.

    THE UNDERSIGNED HEREBY CERTIFIES THAT:

    1.      I am the duly elected ______________ of the Borrower;

    2.      I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Borrower and its Subsidiaries during the accounting
period covered by the attached financial statements;

    3.      The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
a Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below; and

    4.      Schedule I attached hereto sets forth financial data and
computations evidencing the Borrower's compliance with certain covenants of the
Agreement, all of which data and computations are true, complete and correct.

    5.      Schedule II attached hereto sets forth the determination of the
interest rate to be paid for Advances commencing the first day of the month
following the delivery hereof.

    6.      Schedule III attached hereto sets forth the various reports and
deliveries which are required under the Credit Agreement and the other Loan
Documents and the status of compliance.

    Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________

            The foregoing certifications, together with the computations set
forth in Schedule I and Schedule II hereto and the financial statements
delivered with this Certificate in support hereof, are made and delivered this
_____ day of _________, 20___.


<PAGE>

                       SCHEDULE I TO COMPLIANCE CERTIFICATE

SYNCOR INTERNATIONAL
CORPORATION
SCHEDULE 1 TO COMPLIANCE CERTIFICATE ($000S)
COMPLINACE AS OF

6.18 NET WORTH
BASE REQUIREMENT                                        120,000
PLUS: 50% OF NET INCOME AFTER 12/31/99
QUARTER     NET INCOME    50% OF NET INC

Q1 2000                         	   0
Q2 2000                         	   0

                             TOTAL                            0

PLUS: 75% OF PROCEEDS OF NEW EQUITY ISSUANCE
MIN REQUIRED CALCULATED NET WORTH @                     120,000
ACTUAL STOCKHOLDERS EQUITY @

6.19 TOTAL INDEBTEDNESS/EBITDA (ROLLING 4 QUARTER)
ToTAL INDEBTEDNESS

CMLTD
LTD
LCs
TOTAL INDEBTEDNESS                                      #VALUE!

EBITDA
NET INCOME
Q3 1999
Q4 1999
Q1 2000
Q2 2000
12 MONTHS OF NI @                                       #VALUE!

PLUS: DEPRECIATION & AMORTIZATION
Q3 1999
Q4 1999
Q1 2000
Q2 2000
12 MONTHS OF D&A @                                      #VALUE!

PLUS: TAXES
Q3 1999
Q4 1999
Q1 2000
Q2 2000
12 MONTHS OF TAXES @                                    #VALUE!

PLUS: INTEREST EXPENSE
Q3 1999
Q4 1999
Q1 2000
Q2 2000
LC Fees Paid
12 MONTHS OF INTEREST EXPENSE @                         #VALUE!
TOTAL EBITDA                                            #VALUE!
RATIO NOT TO EXCEED 2.5                                 #VALUE!

6.20 INTEREST COVERAGE EBIT (ROLLING 4 QTRS/INTEREST)
NET INCOME
Q3 1999
Q4 1999
Q1 2000
Q2 2000
12 MONTHS OF NI @                                       #VALUE!

PLUS: TAXES
Q3 1999
Q4 1999
Q1 2000
Q2 2000
12 MONTHS OF TAXES @                                          0

PLUS: INTEREST
Q3 1999
Q4 1999
Q1 2000
Q2 2000
12 MONTHS OF INTEREST @                                 #VALUE!
TOTAL EBIT                                              #VALUE!

RATIO OF EBIT/INTEREST                                  #VALUE!


<PAGE>

                       SCHEDULE II TO COMPLIANCE CERTIFICATE

                               Rate Determination

<PAGE>

                    SCHEDULE III TO COMPLIANCE CERTIFICATE

                           Reports and Deliveries

<PAGE>

                                 EXHIBIT G

                       FORM OF ASSIGNMENT AGREEMENT

    This Assignment Agreement (this "Assignment Agreement") between ____ (the
"Assignor") and ________ (the "Assignee") is dated as of_____, 20__.  The
parties hereto agree as follows:

    1.      PRELIMINARY STATEMENT.  The Assignor is a party to a Credit
Agreement (which, as it may be amended, modified, renewed or extended from time
to time is herein called the "Credit Agreement") described in Item 1 of
Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used herein and
not otherwise defined herein shall have the meanings attributed to them in the
Credit Agreement.

    2.      ASSIGNMENT AND ASSUMPTION.  The Assignor hereby sells and assigns
to the Assignee, and the Assignee hereby purchases and assumes from the
Assignor, an interest in and to the Assignor's rights and obligations under the
Credit Agreement such that after giving effect to such assignment the Assignee
shall have purchased pursuant to this Assignment Agreement the percentage
interest specified in Item 3(b) of Schedule 1 of all outstanding rights and
obligations under the Credit Agreement and the other Loan Documents. The
aggregate Commitment purchased by the Assignee hereunder is set forth in Item 4
of Schedule 1.

    3.      ADJUSTMENT DATE.  The Adjustment Date of this Assignment Agreement
(the "Adjustment Date") shall be the later of the date specified in Item 5 of
Schedule 1 and the date a Notice of Assignment substantially in the form of
Exhibit I attached hereto has been delivered to the Administrative Agent.  Such
Notice of Assignment must include any consents required to be delivered to the
Administrative Agent by Section 12.3 of the Credit Agreement.  In no event will
the Adjustment Date occur if the payments required to be made by the Assignee
to the Assignor on the Adjustment Date under Sections 4 and 5 hereof are not
made on the proposed Adjustment Date.  The Assignor will notify the Assignee of
the proposed Adjustment Date no later than the Business Day prior to the
proposed Adjustment Date.  As of the Adjustment Date, (i) the Assignee shall
have the rights and obligations of a Lender under the Loan Documents with
respect to the rights and obligations assigned to the Assignee hereunder and
(ii) the Assignor shall relinquish its rights and be released from its
corresponding obligations under the Loan Documents with respect to the rights
and obligations assigned to the Assignee hereunder.

    4.      PAYMENTS OBLIGATIONS.  On and after the Adjustment Date, the
Assignee shall be entitled to receive from the Administrative Agent all
payments of principal, interest and fees with respect to the interest assigned
hereby.  The Assignee shall advance funds directly to the Administrative Agent
with respect to all Loans and reimbursement payments made on or after the
Adjustment Date with respect to the interest assigned hereby.  In consideration
for the sale and assignment of Loans hereunder, (i) the Assignee shall pay the
Assignor, on the Adjustment Date, an amount equal to the principal amount of
the portion of all Floating Rate Loans assigned to the Assignee hereunder and
(ii) with respect to each Fixed Rate Loan made by the Assignor and assigned to
the Assignee hereunder which is outstanding on the Adjustment Date, (a) on the
last day of the Interest Period therefor or (b) on such earlier date agreed to
by the Assignor and the Assignee or (c) on the date on which any such Fixed
Rate Loan either becomes due (by acceleration or otherwise) or is prepaid (the
date as described in the foregoing clauses (a), (b) or (c) being hereinafter
referred to as the "Payment Date"), the Assignee shall pay the Assignor an
amount equal to the principal amount of the portion of such Fixed Rate Loan
assigned to the Assignee which is outstanding on the Payment Date.  If the
Assignor and the Assignee agree that the Payment Date for such Fixed Rate Loan
shall be the Adjustment Date, they shall agree to the interest rate applicable
to the portion of such Loan assigned hereunder for the period from the
Adjustment Date to the end of the existing Interest Period applicable to such
Fixed Rate Loan (the "Agreed Interest Rate") and any interest received by the
Assignee in excess of the Agreed Interest Rate shall be remitted to the
Assignor.  In the event interest for the period from the Adjustment Date to but
not including the Payment Date is not paid by the Borrower with respect to any
Fixed Rate Loan sold by the Assignor to the Assignee hereunder, the Assignee
shall pay to the Assignor interest for such period on the portion of such Fixed
Rate Loan sold by the Assignor to the Assignee hereunder at the applicable
rate provided by the Credit Agreement.  In the event a prepayment of any Fixed
Rate Loan which is existing on the Payment Date and assigned by the Assignor to
the Assignee hereunder occurs after the Payment Date but before the end of the
Interest Period applicable to such Fixed Rate Loan, the Assignee shall remit to
the Assignor the excess of the prepayment penalty paid with respect to the
portion of such Fixed Rate Loan assigned to the Assignee hereunder over the
amount which would have been paid if such prepayment penalty was calculated
based on the Agreed Interest Rate.  The Assignee will also promptly remit to
the Assignor (i) any principal payments received from the Administrative Agent
with respect to Fixed Rate Loans prior to the Payment Date and (ii) any amounts
of interest on Loans and fees received from the Administrative Agent which
relate to the portion of the Loans assigned to the Assignee hereunder for
periods prior to the Adjustment Date, in the case of Floating Rate Loans or
fees, or the Payment Date, in the case of Fixed Rate Loans, and not previously
paid by the Assignee to the Assignor.  In the event that either part hereto
receives any payment to which the other party hereto is entitled under this
Assignment Agreement, then the party receiving such amount shall promptly remit
it to the other party hereto.

    5.      FEES PAYABLE BY THE ASSIGNEE.  The Assignee shall pay to the
Assignor a fee on each day on which a payment of interest or fees is made under
the Credit Agreement with respect to the amounts assigned to the Assignee
hereunder (other than a payment of interest or fees for the period prior to the
Adjustment Date or, in the case of Fixed Rate Loans, the Payment Date, which
the Assignee is obligated to deliver to the Assignor pursuant to Section 4
hereof).  The amount of such fee shall be the difference between (i) the
interest or fee, as applicable, paid with respect to the amounts assigned to
the Assignee hereunder and (ii) the interest or fee, as applicable, which would
have been paid with respect to the amounts assigned to the Assignee hereunder
if each interest rate was    of 1%  less than the interest rate paid by the
Borrower or if the fee was    of 1% less than the fee paid by the Borrower, as
applicable.  In addition, the Assignee agrees to pay    % of the recordation
fee required to be paid to the Administrative Agent in connection with this
Assignment Agreement.

    6.      REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY.  The Assignor represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim created by the Assignor.  It is
understood and agreed that the assignment and assumption hereunder are made
without recourse to the Assignor and that the Assignor makes no other
representation or warranty of any kind to the Assignee.  Neither the Assignor
nor any of its officers, directors, employees, agents or attorneys shall be
responsible for (i) the due execution, legality, validity, enforceability,
genuineness, sufficiency or collectability of any Loan Document, including
without limitation, documents granting the Assignor and the other Lenders a
security interest in assets of the Borrower or any guarantor, (ii) any
representation, warranty or statement made in or in connection with any of the
Loan Documents, (iii) the financial condition or creditworthiness of the
Borrower or any guarantor, (iv) the performance of or compliance with any of
the terms or provisions of any of the Loan Documents, (v) inspecting any of the
Property, books or records of the Borrower, (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral
securing or purporting to secure the Loans or (vii) any mistake, error of
judgment, or action taken or omitted to be taken in connection with the Loans
or the Loan Documents.

    7.      REPRESENTATIONS OF THE ASSIGNEE.  The Assignee (i) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statement requested by the Assignee and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment Agreement, (ii) agrees that it will,
independently and without reliance upon the Administrative Agent, the Assignor
or any other Lender and based on such documents and information at it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, (iii) appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under the Loan Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto, (iv) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Lender, (v) agree that its
payment instructions and notice instructions are as set forth in the attachment
to Schedule 1, (vi) confirms that none of the funds, monies, assets or other
consideration being used to make the purchase and assumption hereunder are
"plan assets" as defined under ERISA and that its rights, benefits and
interests in and under the Loan Documents will not be "plan assets" under
ERISA, and *[(vii) attaches the forms prescribed by the Internal Revenue
Service of the United States certifying that the Assignee is entitled to
receive payments under the Loan Documents without deduction or withholding of
any United States federal income taxes].*

*to be inserted if the Assignee is not incorporated under the laws of the
United States, or a state thereof.

    8.      INDEMNITY.  The Assignee agrees to indemnify and hold the Assignor
harmless against any and all losses, costs and expenses (including, without
limitation, reasonable attorneys' fees) and liabilities incurred by the
Assignor in connection with or arising in any manner from the Assignee's non-
performance of the obligations assumed under this Assignment Agreement.

    9.      SUBSEQUENT ASSIGNMENTS.  After the Adjustment Date, the Assignee
shall have the right pursuant to Section 12.3 of the Credit Agreement to assign
the rights which are assigned to the Assignee hereunder to any entity or
person, provided that (i) any such subsequent assignment does not violate any
of the terms and conditions of the Loan Documents or any law, rule, regulation,
order, writ, judgment, injunction or decree and that any consent required under
the terms of the Loan Documents has been obtained and (ii) unless the prior
written consent of the Assignor is obtained, the Assignee is not thereby
released from its obligations to the Assignor hereunder, if any remain
unsatisfied, including, without limitation, its obligations under Sections 4,
5 and 8 hereof.

    10.     REDUCTIONS OF AGGREGATE COMMITMENT.  If any reduction in the
Aggregate Commitment occurs between the date of this Assignment Agreement and
the Adjustment Date, the percentage interest specified in Item 3 of Schedule 1
shall remain the same, but the dollar amount purchased shall be recalculated
based on the reduced Aggregate Commitment

    11.     ENTIRE AGREEMENT.  This Assignment Agreement and the attached
Notice of Assignment embody the entire agreement and understanding between the
parties hereto and supersede all prior agreements and understandings between
the parties hereto relating to the subject matter hereof.

    12.     GOVERNING LAW.  This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of California.

    5.      NOTICES.  Notices shall be given under this Assignment Agreement in
the manner set forth in the Credit Agreement.  For the purpose hereof, the
addresses of the parties hereto (until notice of a change is delivered) shall
be the address set forth in the attachment to Schedule 1.

    IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement by their duly authorized officers as of the date first above written.

                                       [NAME OF ASSIGNOR]

                                       By:_____________________________

                                       Title:__________________________
							   __________________________
							   __________________________




                                       [NAME OF ASSIGNEE]

                                       By:_____________________________

                                       Title:__________________________
							   __________________________
							   __________________________


<PAGE>

                                SCHEDULE 1

                         to Assignment Agreement


1.    Description and Date of Credit Agreement:

2.    Date of Assignment Agreement: __________, _______

3.    Amounts (as of Date of Item 2 above):

      a.    Aggregate Commitment under the
            Credit Agreement                        $_________

      b.    Assignee's percentage of the
            Aggregate Commitment purchase
            under the Assignment Agreement           __________%

4.    Assignee's Commitment purchased
      under the assignment Agreement:               $__________

5.    Proposed Adjustment Date:			    ___________


Accepted and Agreed:

[NAME OF ASSIGNOR]                            [NAME OF ASSIGNEE]

By:_________________________                  By:____________________
Title:______________________                  Title:_________________


<PAGE>

               Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

            Attach Assignor's Administrative Information Sheet, which must
                   include notice address for the Assignee


<PAGE>
                                    EXHIBIT I
                            to Assignment Agreement

                                    NOTICE
                                 OF ASSIGNMENT

                                                      ________, 20__


To:         BANK ONE, NA

From:       [NAME OF ASSIGNOR] (the "Assignor")

            [NAME OF ASSIGNEE] (the "Assignee")

     1.     We refer to that Credit Agreement (the "Credit Agreement")
described in Item 1 of Schedule 1 attached hereto ("Schedule 1").  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
attributed to them in the Credit Agreement.

    2.      This Notice of Assignment (this "Notice") is given and delivered
to the Administrative Agent pursuant to Section 12.3 of the Credit Agreement.

    3.      The Assignor and the Assignee have entered into an Assignment
Agreement, dated as of ___________, 20__ (the "Assignment"), pursuant to
which, among other things, the Assignor has sold, assigned, delegated and
transferred to the Assignee, and the Assignee has purchased, accepted and
assumed from the Assignor the percentage interest specified in Item 3 of
Schedule 1 of all outstandings, rights and obligations under the Credit
Agreement relating to the facilities listed in Item 3 of Schedule 1.  The
Adjustment Date of the Assignment shall be the later of the date specified in
Item 5 of Schedule 1 or two Business Days (or such shorter period as agreed to
by the Administrative Agent) after this Notice of Assignment and any consents
and fees required by Section 12.3 of the Credit Agreement have been delivered
to the Administrative Agent, provided that the Adjustment Date shall not occur
if any condition precedent agreed to by the Assignor and the Assignee has not
been satisfied.

    4.      The Assignor and the Assignee hereby give to the Borrower and the
Administrative Agent notice of the assignment and delegation referred to
herein.  The Assignor will confer with the Administrative Agent before the date
specified in Item 5 of Schedule 1 to determine if the Assignment Agreement will
become effective on such date pursuant to Section 3 hereof, and will confer
with the Administrative Agent to determine the Adjustment Date pursuant to
Section 3 hereof if it occurs thereafter.  The Assignor shall notify the
Administrative Agent if the Assignment Agreement does not become effective
on any proposed Adjustment Date as a result of the failure to satisfy the
conditions precedent agreed to by the Assignor and the Assignee.  At the
request of the Administrative Agent, the Assignor will give the Administrative
Agent written confirmation of the satisfaction of the conditions precedent.

    5.      The Assignor or the Assignee shall pay to the Administrative Agent
on or before the Adjustment Date the processing fee of $3,000 required by
Section 12.3 of the Credit Agreement.

    6.      If Notes are outstanding on the Adjustment Date, the Assignor and
the Assignee request and direct that the Administrative Agent prepare and cause
the Borrower to execute and deliver new Notes or, as appropriate, replacements
notes, to the Assignor and the Assignee.  The Assignor and, if applicable, the
Assignee each agree to deliver to the Administrative Agent the original Note
received by it from the Borrower upon its receipt of a new Note in the
appropriate amount.

    7.      The Assignee advises the Administrative Agent that notice and
payment instructions are set forth in the attachment to Schedule 1.

    8.      The Assignee hereby represents and warrants that none of the funds,
monies, assets or other consideration being used to make the purchase pursuant
to the Assignment are "plan assets" as defined under ERISA and that its
rights, benefits, and interests in and under the Loan Documents will not be
"plan assets" under ERISA.

    9.      The Assignee authorizes the Administrative Agent to act as its
agent under the Loan Documents in accordance with the terms thereof.  The
Assignee acknowledges that the Administrative Agent has no duty to supply
information with respect to the Borrower or the Loan Documents to the Assignee
until the Assignee becomes a party to the Credit Agreement.

Accepted and Agreed:

NAME OF ASSIGNOR                              NAME OF ASSIGNEE

By:_________________________                  By:_____________________
Title:______________________                  Title:__________________


Accepted and Agreed:

ACKNOWLEDGED AND CONSENTED TO BY
BANK ONE, NA,
as Administrative Agent

By:___________________________
Title:________________________

                 [Attach photocopy of Schedule 1 to Assignment]

<PAGE>

                               EXHIBIT H

                   FORM OF ADDITIONAL LENDER AGREEMENT

                       ADDITIONAL LENDER AGREEMENT

    THIS ADDITIONAL LENDER AGREEMENT (the "AL Agreement") is made and dated as
of ________ ____, __ by ______________________________________________________
(the "Applicant Financial Institution"), BANK ONE, NA, as "Administrative
Agent" under the Credit Agreement referred to in Recital A below (in such
capacity, the "Administrative Agent"), and SYNCOR INTERNATIONAL CORPORATION
(the "Borrower").

                                RECITALS

    A.      The Applicant Financial Institution desires to become a "Lender"
under that certain Credit Agreement dated as of October 17, 2000 (as amended,
extended and restated from time to time, the "Agreement" and with capitalized
terms not otherwise defined herein used with the same meaning as in the
Agreement), by and among the Administrative Agent, the Lenders currently
participating therein (the "Existing Lenders"), and the Borrower.

    B       The Applicant Financial Institution has been approved for
inclusion as a Lender under the terms of the Agreement.

    NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

                                AGREEMENT

    1.      The Applicant Financial Institution hereby acknowledges and agrees
that from and after the Adjustment Date it will be a "Lender" under the
Agreement and the other Loan Documents with all the rights and benefits and
with all the obligations of the Existing Lenders thereunder.

    2.      The Applicant Financial Institution hereby agrees to purchase on
the Adjustment Date and to accept the assignment and transfer of a portion of
the Obligations held by the Existing Lenders consistent with the Commitment
Schedule delivered by the Administrative Agent effective as of the Adjustment
Date, a copy of which is attached hereto.

    3.      The Applicant Financial Institution: (a) confirms that it has
received a copy of the Loan Documents, together with copies of any financial
statements requested by the Applicant Financial Institution and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this AL Agreement, (b) agrees that it
will, independently and without reliance upon the Administrative Agent
or any Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking
or not taking action under the Loan Documents, (c) appoints and authorizes the
Administrative Agent to take such actions as agent on its behalf and to
exercise such powers under the Loan Documents as are delegated to the
Administrative Agent by the terms thereof on the terms set forth therein,
including, without limitation, the terms set forth in Article X of the
Agreement entitled "The Administrative Agent," (d) agrees that on and after
the Adjustment Date it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender, and (e) agrees that its payment instructions and
notice instructions are as set forth in Schedule I attached hereto.

    4.      Notices shall be given under this AL Agreement in the manner set
forth in the Agreement.

    5.      The address of the Applicant Financial Institution for purposes of
the Agreement shall be as set forth beneath its signature below.

    6.      This AL Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of California.

    7.      This AL Agreement may be executed in counterparts and such
counterparts together shall constitute one and the same agreement.

    8.      This AL Agreement, when executed by each of the parties hereto
shall constitute an amendment of the Agreement consistent with the Commitment
Schedule referred to in Paragraph 2 above.

            EXECUTED as of the day and year first above written.

                        [Signature Page Following]

APPLICANT FINANCIAL   [______________________________]
INSTITUTION:


                                 By:_______________________
                                 Title:____________________
                                 Address:__________________
						     __________________
                                 Attn:_____________________


ADMINISTRATIVE AGENT:            BANK ONE, NA,



                                 By:_______________________
                                 Title:____________________


BORROWER:                        SYNCOR INTERNATIONAL
                                 CORPORATION


                                 By:_______________________
                                 Title:____________________

<PAGE>

                          Exhibit 10.44

February 5, 2001

SYNCOR INTERNATIONAL CORPORATION
6464 Canoga Avenue
Woodland Hills, California 91367
Attention:  Tom Guttman, Controller


Ladies and Gentlemen:

     Bank One, NA (the "Lender") is pleased to establish a
line of credit in favor of Syncor International Corporation,
a Delaware corporation (the "Borrower"), in the amount of
$25,000,000, which shall continue from the date hereof to
but not including May 5, 2001 (the "Maturity Date") unless
the line of credit is terminated on an earlier date as set
forth below, on the following terms and conditions:

     1.   Loans under this line of credit will be evidenced
by an account maintained by the Lender in accordance with
its usual practices on its books and records, including the
amounts of principal and interest payable and paid to the
Lender from time to time hereunder.  The entries maintained
in such account shall be prima facie evidence of the
existence and amount of the obligations therein recorded;
provided, however, that the failure of the Lender to
maintain such account or any error therein shall not in any
manner or to any extent affect the obligations of the
Borrower to repay the loans and other obligations hereunder
in accordance with the terms hereof.

     2.   The Borrower will pay interest on loans
outstanding hereunder, at the Borrower's option, at a
fluctuating rate per annum (the "Alternate Base Rate") equal
on any day to the higher of:  (1) the corporate base rate of
interest announced by the Lender from time to time, changing
when and as the corporate base rate changes, and (2) the
rate equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal
Reserve System as published for such day (or if such day is
not a business day, the immediately preceding business day)
by the Federal Reserve Bank of New York plus 1/2% per annum,
said interest to be payable on the first day of each month
and on the Maturity Date.

     3.   Notwithstanding anything contained herein, any
amounts due and payable hereunder, whether by acceleration
or otherwise, not paid when due shall bear interest, at the
option of the Lender, at a rate per annum equal to the
Alternate Base Rate plus 2% per annum.

     4.   The Borrower will pay to the Lender the following
fees:

          (a)  A commitment fee of 0.30% per annum on the
average daily unborrowed amount of this line of credit from
and including the date of this letter until the line of
credit expires or is terminated, such commitment fee to be
payable on the last day of each month hereafter and on the
Maturity Date; and

          (b)  Reasonable fees and expenses of counsel the
Lender incurred by the Lender in connection with the
preparation, negotiation and execution of this letter and
consummation of the transactions contemplated hereby and in
connection with the administration and enforcement of the
rights, powers and remedies of the Lender hereunder.

     5.   Interest and fees will be computed on the basis of
actual days elapsed on a 360-day year basis.

     6.   The Borrower will use the proceeds of the loans
hereunder for general working capital purposes.  The
Borrower will not use the proceeds of any of the loans
hereunder, directly or indirectly, to purchase or carry any
"margin stock" (as defined in Regulation U of the Board of
Governors of the Federal Reserve System from time to time in
effect).

     7.   If necessary, the Borrower will provide the Lender
upon request with appropriate resolutions and incumbency
certificates evidencing the due authorization, execution and
delivery of this letter and performance by the Borrower of
its obligations hereunder.  Borrower hereby represents that
its execution and delivery of this letter agreement is made
pursuant to its Board of Directors' resolutions authorizing
the Agreement (as defined in Paragraph 8 below), and that
this letter agreement is made in contemplation of formally
amending the Agreement to increase the revolving facility
credit limit therein to accommodate the up to $25,000,000 to
be borrowed under this letter agreement.

	8.   The Borrower will perform, comply with and observe
for the Lender's benefit the agreements set forth in the
Credit Agreement dated as of October 17, 2000 by and among
the Borrower, the lenders party thereto, The Bank of Nova
Scotia, as Documentation Agent, and Bank One, NA, as
Administrative Agent (as amended to the date hereof, the
"Agreement").  For purposes hereof, the provisions of the
Agreement, together with related definitions and ancillary
provisions, are hereby incorporated herein by reference,
mutatis mutandis, and shall be deemed to continue in effect
for the Lender's benefit as in effect on the date hereof,
whether or not the Agreement remains in effect or is
amended, waived or otherwise modified by the parties
thereto.  A Default under (and as defined in) the Agreement
shall constitute an event of default hereunder which shall
entitle the Lender to declare immediately due and payable
all loans outstanding hereunder and all interest accrued
thereon and to exercise any and all of the remedies
available to the Lender at law, in equity or otherwise.  The
Borrower may not borrow under this line of credit if there
exists any Default or Unmatured Default under (and as
defined in) the Agreement or if the Borrower is unable to
satisfy any conditions to lending set forth in the
Agreement.

     9.   The Lender shall have no obligation to make a loan
hereunder (and all outstanding loans and accrued and unpaid
interest, at the option of the Lender, may be declared
immediately due and payable without notice) if:  (a) there
is any failure by the Borrower to pay principal, interest,
fees, or other obligations when due under this letter or any
other agreement or arrangement with the Lender, (b) there
exists any default under, or any violation or failure to
comply with any provision of, this letter, (c) there occurs
any material adverse change in the condition or results of
operations of the Borrower and its Subsidiaries, taken as a
whole, since the date of the quarterly financial statements
most recently delivered to the Lender prior to the date of
this letter, (d) any litigation is pending or threatened
against the Borrower or any Subsidiary which might have a
material adverse effect on the financial condition or
results of operations of the Borrower and its Subsidiaries,
taken as a whole, (e) there is a default under any agreement
governing indebtedness of the Borrower or any Subsidiary,
including, without limitation, the Agreement, (f) any
petition is filed by or against the Borrower or any
Subsidiary under the Federal Bankruptcy Code or similar
state law, or (g) the Borrower or any Subsidiary becomes
insolvent, howsoever evidenced.  "Subsidiary" means (1) any
corporation if more than 50% of the outstanding securities
having ordinary voting power owned or controlled, directly
or indirectly, by the Borrower or by one or more of its
Subsidiaries, or (2) any partnership, association, joint
venture or similar business organization if more than 50% of
the ownership interests having ordinary voting power are so
owned or controlled.  The Lender may require a certificate
of compliance with these conditions from the Borrower's
Chief Financial Officer or Controller as a condition to
making any loan hereunder.

     10.  The Lender may make assignments and sell
participations in this line of credit and the loans made
hereunder, and may disclose information pertaining to the
Borrower to prospective assignees and participants.  Any
assignment will release the Lender of its funding obligation
with respect to the amount assigned and may be made only
with the Borrower's consent (which consent will not
unreasonably be withheld).

     11.  This line of credit shall be effective as of the
date of this letter when the Borrower has signed and
returned to the Lender a copy of this letter.

     12.  THIS LETTER AND THE NOTE SHALL BE GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING
EFFECT TO ITS CHOICE OF LAW RULES.  BOTH PARTIES HERETO
HEREBY WAIVE TRIAL BY JURY IN THE EVENT THIS LETTER OR THE
NOTE BECOMES THE SUBJECT OF A DISPUTE.

                              Very truly yours,

                              BANK ONE, NA



                              By:   /s/ Betty Francis-Samilton
	                        Name: Betty Francis-Samilton
                              Title: Customer Service Officer

Accepted and agreed:

SYNCOR INTERNATIONAL CORPORATION,
a Delaware corporation



By:    /s/ Michael E. Mikity
Title: Senior Vice President
Date:  2/28/2001


<PAGE>

                           Exhibit 21

                    Subsidiaries of Registrant

                                          State of Country
Name of Subsidiary                        of Organization

Syncor Management Corporation             Delaware
Comprehensive Medical Imaging, Inc.       Delaware
Comprehensive Diagnostic Imanging, Inc.   Delaware
Syncor Overseas Ltd.                      British Virgin Islands


<PAGE>

                           Exhibit 23

                 Independent Auditors' Consent


The Board of Directors
Syncor International Corporation


We consent to incorporation by reference in the registration statements
(No. 33-7325, 33-39251, 33-57762, 33-52607, 333-18373, 333-18375,
333-18377, 333-39999, 333-40117, 333-62091, 333-62093, 333-68277,
333-78681, 333-45312 and 333-45310) on Form S-8 of Syncor International
Corporation and subsidiaries of our report dated February 14, 2001,
relating to the consolidated balance sheets of Syncor International
Corporation and subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of income, stockholders' equity and
comprehensive income, and cash flows for each of the years in the
three-year period ended December 31, 2000, and related schedule, which
report appears in the December 31, 2000 annual report on Form 10-K of
Syncor International Corporation.



/s/ KPMG LLP


Los Angeles, California
March 30, 2001