Exhibit 10.31


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THE STATE OF ALABAMA

COUNTY OF TUSCALOOSA


                                 LEASE AGREEMENT

     This Lease made and entered into on this the 18th day of May, 2000, by and
between Surgical Innovations & Services, Inc. and its successor in interest.
hereinafter referred to as Lessee, and Mike Kilgo and Karen M. Kilgo,
hereinafter referred to as Lessor.

                              W-l-T-N-E-S-S-E-T-H:

     The Lessor does hereby lease and rent unto the Lessee, and the Lessee does
hereby take as tenant under said Lessor, a portion of the premises located in
the City of Tuscaloosa, Alabama. said portion being more particularly described
as follows: 1001 23rd Avenue, Suite D;

     To be used by the Lessee and Lessee's employees only for the conducting of
the Lessee's Business, which is, Sales Rental and Brokerage of Surgical
Equipment and Technical Support and for no different object or purposes, for and
during the lease term, which shall be for a period of twenty four months, to
wit, beginning August 1,2000, and ending, July 3l, 2002 both inclusive.

     In consideration whereof, the Lessee agrees to pay ~ Lessor, In Tuscaloosa,
Alabama, an annual rental amount equal to the sum of $ 9.50 dollars per square
foot of leased premises, payable in monthly installments of $1980.00 each said
installment due and payable on the 1st day of each month during said lease term;
the total rent for the term of this lease is Forty Seven Thousand Five Hundred
Twenty and No/100 dollars.

     The Lessee and Lessor also agree to the following covenants and conditions

 1.  Upon delivery of the premises to the Lessee, .the Lessee shall examine the
     premises, and the taking possession thereof is conclusive evidence of the
     receipt of them in good order and repair and that the Lessee is satisfied
     herein. and Lessee agrees that no representation as to condition or repair
     has been made except as In contained in this lease and Lessee agrees that
     no promise to decorate, alter, repair or improve the premises has been made
     except such as is contained In this lease.

 2.  Lessee shall not have the right or power to sublet the premises or any part
     thereof, or to transfer or assign this lease without written consent of
     Lessor which Lessor shall not unreasonably withhold or delay; nor shall
     Lessee offer any portion of the premises for sublease by placing on the
     same any "to rent", "furnished offices", "rooms for rent", or similar sign
     or notice or by advertising the same in any newspaper or place or manner
     whatsoever without the consent in writing of Lessor.

 3.  In the event the Lessee vacates or abandons the leased premises before the
     expiration of the term, whether voluntarily or involuntarily or violates
     any of the terms, conditions, or covenants hereof; the Lessor shall have
     the privilege, at Lessor's option, of re-entering and taking possession of
     the leased premises and let the same as agent of Lessee and apply the
     proceeds received from such letting towards the payment of the rent and/or
     other charges due by Lessee under this lease and such re-entry or reletting
     shall not discharge Lessee under the terms hereof, or at the option of the
     Lessor the rent for the entire term shall at once become due and payable
     and Lessor may proceed to collect the rent for the entire term as if by the
     terms of this lease the entire rent for the entire month should be made
     payable in advance. It shall not be necessary to give notice of rent being
     due and unpaid or of other conditions broken or to make demand for rent,
     the execution of this lease signed by the parties hereto


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     being sufficient notice of the rent being due and demand for the same, and
     it shall be so construed, any law, usage or custom to the contrary
     notwithstanding. any law, usage or custom to the contrary notwithstanding.

 4.  If Lessor's right to possession is terminated and Lessor relets the
     premises on account of Lessee, Lessor hall not be required to accept any
     tenant offered by Lessee or to exercise any diligence whatsoever in
     procuring another tenant or to otherwise mitigate Lessee's damages.

 5.  In the event the leased premises are totally destroyed by fire, rain, wind
     or other cause beyond the control of Lessee, or are condemned and ordered
     torn down by the properly constituted authorities of the State, County,
     City or other authority. then in either of these events, this lease shall
     cease and terminate as of the date of such destruction of said premises,
     the Lessee paying up to said date and the lessor refunding the rents
     collected beyond said date.

 6.  If the leased premises are damaged by fire, rain, wind or other cause
     beyond the control of Lessee, ~. as to render the same partially
     untenantable or partially unfit for the use or purpose for which the same
     are hereby let, and are repairable within a reasonable time, then. in that
     event this lease shall remain in full force and effect and the lessor shall
     within a reasonable time restore said premises to substantially the
     condition the same were in prior to said damages, and there shall be an
     abatement in rent in the proportion that the damaged portion of the leased
     premises bears to the whole of said leased premises as the same shall
     affect Lessee's use.

 7.  If the whole or any part of the demised premises shall be taken by Federal,
     State, County, City or other authority for public use or under any statute,
     or by right of eminent domain, then when possession shall be taken
     thereunder of said premises, or any part thereof the term hereby granted
     and all rights of the Lessee hereunder shall immediately cease and
     terminate, and the Lessee shall not be entitled to any part of any award
     that may be made for such taking, nor to any damages thereof except that
     the rent shall he adjusted as of the date of such termination of this
     lease.

 8.  The Lessor shall in no event be. liable. for damages for stoppage of
     heating and air conditioning equipment or plumbing or water closets or
     light or breaking or getting out of order machinery or appliances
     pertaining to the building breaking or getting or getting out of order, or
     being out of repair, the Lessor shall not be liable for any injury or
     claims arising out of any defect in the building or premises, to the Lessee
     or Lessee's employees, agents, or invitees unless the Lessor is deemed to
     be negligent in causing the injury or claim of injury to person or
     property.

 9.  Should any of the electrical or other equipment belonging to the premises
     become unserviceable, the Lessor shall have a reasonable time after
     notification in writing to have the same repaired, without any liability
     however, to the Lessee for damage or inconvenience.

10.  Lessor shall have the right at all reasonable times to enter the leased
     premises and inspect the same and to show the same to prospective tenants
     or purchasers. Lessor shall also have the right to display "For Rent" signs
     on said building or premises and to advertise the same for lease, and may
     at any time remove placards, sign fixtures, alterations or additions not in
     conformity with this lease, or with the rules and regulations now or
     hereafter adopted and may make such repairs and alterations as may be
     deemed by Lessor necessary to the preservation of the leased premises or
     the building.

11.  All personal property placed in the leased premises, or in the store room
     or in any other portion of said building or any place appurtenant thereto,
     shall be at the risk of Lessee, or the parties owning the same, and Lessor
     shall in no event be liable for the loss of or damages to such property of
     nor for any injury incurred by co-tenants or servants of tenants or
     occupants or any other person whosoever in or about the building.


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12.  The Lessee will pay a reasonable attorney's fee to Lessor's attorney in the
     event Lessor employs an attorney to collect any rent or other charges due
     hereunder by Lessee, or to protect the interest of Lessor in the event the
     Lessee is adjudged a bankrupt, or legal process is levied upon the goods,
     furniture, effects or personal property of the Lessee upon said premises,
     or upon the interest of the Lessee in this lease or in said premises, or in
     the event the Lessee violates any of the terms, conditions or covenants on
     the part of the Lessee herein contained. In order to further secure the
     prompt payment of said rents, as and when the same mature, and the faithful
     performance by Lessee of all and singular the terms, conditions and
     covenants on the part of the Lessee herein contained, and all damages and
     costs that the Lessor may sustain by reason of the violation of said terms,
     conditions and covenants, or any of them, the Lessee does thereby waive any
     and all rights to claim personal property as exempt from levy and sale.

13.  As a part of the consideration hereof the Lessee hereby covenants and
     agrees to indemnify, to defend, and to hold the lessor free and harmless
     from any and all losses, damages, attorneys fees, expense of litigation,
     all other expenses whatsoever, and all liability for claims for damages, or
     other claims for personal injury, or death, sustained by Lessee, or
     sustained by any other person, while on the leased premises during the
     terms or this lease from any cause whatsoever provided, however, this
     Indemnification shall not extend to claims or damages resulting from the
     negligent or willful ads or omissions. of Lessor's servants, agents or
     employees

14.  The Lessor does not warrant or represent that the premises herein described
     conform to the requirements of the City of Tuscaloosa laws, and, it is
     distinctly understood and agreed that the Lessor, at Lessor's option may
     void this lease in the event that the said City demands any repairs or
     improvements other than any set forth in this lease.

15.  Lessor agrees to provide and pay the cost of water service from the City of
     Tuscaloosa. In addition, Lessor will provide parking lot lighting and shall
     be responsible for all sums due for electrical service necessary to provide
     said parking lot lighting. Lessor agrees to maintain the "outside" premises
     and parking lot.

16.  Lessee shall not construct or place signs, awnings, marquees, or other
     structures projecting from the exterior of any part of the building or
     premises without the express written consent of the Lessor. All signs,
     lettering, and the like on the building shall be in good taste and in
     keeping with the image and decor of the building and premises. It is
     expressly agreed that Lessor must consent to and approve any such
     lettering, signs, or any other method of identification of the tenant or
     advertising of any kind or description. Such consent will not be
     unreasonably withheld. In the event that any signs, lettering or such like
     are placed on the building or premises by anyone without the consent of
     Lessor, Lessor may remove such signs, lettering or such like at the
     tenant's expense which shall be added to the rent or treated as a breach of
     this lease at Lessor's option. Such removal by Lessor shall only be done
     after giving tenant 15 days written notice.

17.  Lessee shall be responsible only for the replacement or repair of any
     damaged or broken glass or other part. of the building, caused by Lessee or
     Lessee invitees, guest, or customers. In the event such replacement or
     repair is not done by Lessee within 15 days, Lessor may, at its option,
     make such repair or replacement and add the cost to Lessee's rent which
     shall be due and payable as any other rental charge.

18.  Lessee's covenant to pay rent, including any additional charges set out
     herein, is and shall be independent of each and every other covenant of
     this lease. Lessee expressly agrees that any claim by Lessee against Lessor
     shall not be deducted from rent nor set off against any claim for rent in
     any action or claim. Payments should be mailed to Mike Kilgo, 3118 30th
     Avenue East Tuscaloosa, AL 35404.

19.  It is agreed that the Lessor will pay in addition to the regular lease
     payment a pro rate share of the property taxes and property insurance cost.
     This shall be computed on a per square foot basis annually. These costs
     shall be due and payable at the same the last monthly payment of the year
     is due.


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20.  Lessee shal1 have the option to renew this Lease for the same terms and
     conditions as herein stated for the original term; provided, however, that
     the rent for the demised premises shall be increased in the same proportion
     as any increase in the Consumer Price Index (All Cities), property
     insurance and property taxes between the date hereof and the first date of
     such renewal term. Lessee shall give notice of exercise of the option to
     renew this Lease by notice in writing given to Lessor at the address of
     3118 30th Avenue East, Tuscaloosa, AL 35404; not later than 60 days prior
     to the expiration of the original term.

21.  Upon execution of this Lease and prior to taking occupancy of the leased
     premises, the Lessee shall pay a deposit to the Lessor in the amount of One
     Thousand Nine Hundred Eighty and No/1 00 dollars. T aid. shall be returned
     to the Lessee at the end of the term herein less such costs as be necessary
     to fix, repair or remedy any damages or waste to the leased premises beyond
     normal wear and tear. The Lessor shall have 30 days from the end of the
     term of the said Lease to return the deposit, if any, to the Lessee in
     order to give the Lessee time to determine the condition of the leased
     premises after being vacated by the Lessee.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
on this the 18th day of May. 2000.


                                        By: /s/ Mike Kilgo
-------------------                         ------------------------------------
Witness                                     Lessor - Mike Kilgo


                                        By: /s/ Karen Kilgo
                                            ------------------------------------
                                            Lessor - Karen Kilgo


/s/ Craig K. Carra                      By: /s/ Robert L. Crutchfield, pres./DW
----------------------------                ------------------------------------
Witness                                     Lessee - Bob Crutchfield
                                            Surgical Innovations & Service, Inc.


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ADDENDUM TO LEASE


This Addendum is made a part of the said Lease attached hereto as if it were
fully set out herein.

     For and In consideration of Two Thousand Two Hundred Fifty and No/100
Dollars ($2,250.00), which is due upon execution of the said attached Lease, the
premises described in the said Lease shall be held and made available by the
Lessor for occupancy by the Lessee starting August 1, 2000. The term of the said
Lease starts August 1, 2000 and ends July 31, 2002.

     Upon execution of the said Lease and payment of the sum as set above, the
Lessor and Lessee are legally bound and obligated to make available and to
occupy the leased premises and to abide by the terms of the said attached Lease.
Lessor shall make the premises available to Lessee by June 1, 2000, from which
time Lessee may begin to move its belongings to the 1eased premises.

Date: 5/18/00

                                        By: /s/ Mike Kilgo
-------------------------                   ------------------------------------
Witness                                     Lessor - Mike Kilgo


                                        By: /s/ Karen Kilgo
                                            ------------------------------------
                                            Lessor - Karen Kilgo


/s/ Craig K. Carra                      By: /s/ Robert L. Crutchfield, pres./DW
-------------------------                   ------------------------------------
Witness                                     Lessee - Bob Crutchfield
                                            Surgical Innovations & Service, Inc.


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