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Exhibit 10.11
                              SECOND AMENDMENT TO LEASE


    This Second Amendment to Lease is made this 13th day of December 1996 by
and between BCE ASSOCIATES, L.P. (Landlord), a New Jersey limited partnership
with an address at 1600 St. Georges Avenue, Rahway, NJ 07065 and MEDJET INC.
(Tenant), a Delaware Corporation having an address at 1090 King Georges Post
Road, Edison, NJ 08837.

1.  By agreements dated May 13, 1994 and February 28, 1996 Landlord and
Landlord's predecessor in interest demised to Tenant a total of 4,982 sq. ft.
at the Business Centre in Edison for a term which originally commenced on May
13, 1994.  The agreements referenced above are hereinafter referred to as
"the "Lease".

2.  Landlord and Tenant desire to expand Tenant's demised premises and extend
Tenant's lease all on the terms and conditions set forth herein.

3.  Tenant shall demise an additional 2,376 gross rentable square feet
located in Unit 505 (the "Second New Space").  Tenant's total square footage
shall be 7,358.

4.  Landlord's Work with respect to the Second New Space shall be the
following:

    A.   New building standard tile.

    B.   Building standard paint.

    C.   2x4 lay in ceiling with fluorescent lights.

    D.   16 receptacles.

    E.   Building standard HVAC.

    F.   No interior demising walls.

5.  Landlord shall process building permit applications for the Second New
Space upon execution of this lease and shall diligently prosecute to
completion the obtaining of a Certificate of Occupancy for the Second New
Space.  Upon the issuance of a Certificate of Occupancy Tenant shall have the
right to occupy the Second New Space and shall commence the payment of rent
as set forth in Paragraph 7 below.

6.  The Lease Term for all of Tenant's space, including the Second New Space,
shall be extended through December 31, 1999.

7.  Tenant's Base Rent shall be as follows:


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    A.   From January 1, 1997 if Certificate of Occupancy for Second New Space
         has been issued or upon issuance of Certificate of Occupancy for
         Second New Space - March 31, 1997 - $7,162.66 per month

    B.   April 1, 1997 - May 31, 1997 - $7,467.92 per month

    C.   June 1, 1997 - June 30, 1997 - $5,432.92 per month

    D.   July 1, 1997 - December 31, 1997 - $7,467.92 per month

    E.   January 1, 1998 - March 31, 1998 - $7,566.92 per month

    F.   April 1, 1998 - December 31, 1998 - $7,872 per month

    G.   January 1, 1999 - December 31, 1999 - $7,971.17 per month

8.  In addition to the fixed rents hereunder, Tenant's responsibility for
Tenant Electric for the Second New Space shall be $2,162.16 per annum;
$180.18 per month, until a new electric survey is completed ("Subsequent
Survey"). After the new survey is completed and delivered to Tenant, the cost
of electricity as set forth in the Subsequent Survey shall become binding
upon both parties as of the first day of the month next succeeding the month
in which Landlord received a copy of the Subsequent Survey, unless Tenant
shall notify Landlord of its objection within ten (10) days after receipt of
such Subsequent Survey.  In such event, the parties shall proceed to resolve
Tenant's objection using the procedure as outlined in the Lease.

8.  Effective upon the issuance of a Certificate of Occupancy for the Second
New Space, Tenant's proportionate share of expenses set forth in Paragraph 10
of the Preamble to Lease shall be increased from 4.08% to 6.03% to reflect
the increase in Tenant's square footage.

9.  Tenant's Security Deposit shall be increased by $2,213.34 from $4,786.66 to
$7,000.00 with said increase to be paid by Tenant upon the execution of this
lease.

10. Tenant's Base Year shall remain at 1996 for all of Tenant's demised
premises except the Second New Space, for the Second New Space Tenant's Base
Year shall be 1997.


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11. Except as specifically modified herein, all the terms and conditions of
the Lease shall continue in effect except for those portions of the Lease
which are by their terms clearly intended to be adjusted to reflect the
extended term and increased size of the premises.

                                BCE ASSOCIATES, L.P.
                                DENZAR MANAGEMENT, L.L.C.



                                    /s/ Steven Denholtz
                                -----------------------------------------
                                By:  Steven Denholtz, Managing Member


                                MEDJET INC.



                                    /s/ Eugene I. Gordon
                                -----------------------------------------
                                By:  Gene Gordon


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