Exhibit 10.65


[GRAPHIC OMITTED]GE Healthcare Financial Services
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                         MASTER LEASE AGREEMENT (QUASI)
                             DATED AS OF 06/24/2003
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         THIS MASTER LEASE AGREEMENT is between General Electric Capital
Corporation (together with its successors and assigns, if any, "Lessor") and the
undersigned lessee ("Lessee"). Lessor has a mailing address at GE Healthcare
Financial Services, P.O. Box 641419, Pittsburgh, PA 15264-1419. Lessee is a
Corporation organized and existing under the laws of the State of New York.
Lessee's mailing address is 2300 Glades Road, Suite 100 W, Boca Raton, FL 33431.
This Agreement contains the general terms that apply to the leasing of Equipment
(defined below) from Lessor to Lessee. Additional terms that apply to the
Equipment shall be contained on a schedule ("Schedule") and in the GE Equipment
Addendum or the Non-GE Equipment Addendum, as the case may be.

1.       LEASE, TERM AND RENT PAYMENTS:

         (a)      Lessor agrees to lease to Lessee, and Lessee agrees to lease
from Lessor, all units of equipment and other property described in the
Schedule(s), and all accessories, upgrades, additions, substitutions,
replacement parts and tools pertaining thereto ("Equipment") described in any
Schedule signed by both parties.

         (b)      This Master Lease Agreement shall be effective as of the date
stated above and, unless sooner terminated by Lessor as hereinafter provided,
shall continue until all of Lessee's obligations hereunder or under any
Schedule(s) are fulfilled. The term of each Schedule is as specified in the
Schedule and commences upon the Lease Commencement Date (defined in subparagraph
(c) below). In the event of a conflict between provisions of this Agreement and
a Schedule, the provisions of the Schedule shall control.

         (c)      The rent payable for the Equipment and Lessee's right to use
the Equipment shall begin on the date when Lessee has accepted the Equipment
under a certificate of acceptance ("Lease Commencement Date").

         (d)      Lessee shall pay rent to Lessor at its address stated above,
except as otherwise directed by Lessor. Rent payments shall be in the amount set
forth in the applicable Schedule and are due in advance beginning on the Lease
Commencement Date and on the same day of each consecutive month thereafter. If
any advance rent or advance charge (as stated in the Schedule) is payable, it
shall be due when the Lessee signs the Schedule and shall be applied in the
manner set forth under such Schedule. Unless specified otherwise in such
Schedule, in no event shall any advance rent or advance charge or any other rent
payments be refunded to Lessee. If rent is not paid within ten days of its due
date, Lessee agrees to pay a late charge of five cents ($.05) per dollar on, and
in addition to, the amount of such rent but not exceeding the lawful maximum, if
any. All other payments received by Lessor shall first be applied to any accrued
late charge(s) and other monies due Lessor hereunder and then to any unpaid
rents.

2.       TAXES: If permitted by law, Lessee shall report and pay promptly all
taxes, fees and assessments due, imposed, assessed or levied against any
Equipment (or purchase, ownership, delivery, leasing, possession, use or
operation thereof), this Agreement (or any rents or receipts hereunder), any
Schedule, Lessor or Lessee by any governmental entity or taxing authority during
or related to the term of this Agreement, including, without limitation, all
license and registration fees, and all sales, use, personal property, excise,
gross receipts, franchise, stamp or other taxes, imposts, duties and charges,
together with any penalties, fines or interest thereon (collectively "Taxes").
Lessee shall have no liability for Taxes imposed by the United States of America
or any state or political subdivision thereof which are on or measured by the
net income of Lessor. Lessee shall promptly reimburse Lessor (on an after tax
basis) for any Taxes charged to or assessed against Lessor. Lessee shall send
Lessor a copy of each report or return and evidence of Lessee's payment of Taxes
upon request by Lessor. Lessee's obligations under this Section 2 shall survive
any expiration or termination of this Agreement.

3.       REPORTS:

         (a)      If any tax, charge or other lien shall attach to any
Equipment, Lessee will notify Lessor in writing, within ten days after Lessee
becomes aware of the tax, charge or lien. The notice shall include the full
particulars of the tax, charge or lien and the location of such Equipment on the
date of the notice.

         (b)      Lessee will deliver to Lessor, Lessee's complete financial
statements, certified by a recognized firm of certified public accountants
within 120 days of the close of each fiscal year of Lessee. Lessee will deliver
to Lessor copies of Lessee's quarterly financial report certified by the chief
financial officer of Lessee, within 90 days of the close of each fiscal quarter
of Lessee. Lessee will deliver to Lessor all Forms 10-K and 10-Q, if any, filed
with the Securities and Exchange Commission within 30 days after the date on
which they are filed.

         (c)      Lessor may, at Lessors' cost, inspect any Equipment during
normal business hours after giving Lessee reasonable prior notice (except as
otherwise provided in Section 8).

         (d)      If any Equipment is lost or damaged (where the estimated
repair costs would exceed the greater of ten percent (10%) of the original
Equipment cost or ten thousand dollars ($10,000)), or is otherwise involved in
an accident causing personal injury or property damage, Lessee will promptly and
fully report the event to Lessor in writing.

         (e)      Lessee will not change its state of incorporation or
organization, or its name as it appears in official filings in the state of its
incorporation or organization without giving Lessor at least 10 days' prior
written notice.

4.       DELIVERY, USE AND OPERATION:

         (a)      Except as otherwise agreed to by Lessor, all Equipment shall
be shipped directly to Lessee.

         (b)      Lessee agrees that the Equipment will be used by Lessee solely
in the conduct of its business and in a manner complying with all applicable
laws, regulations and insurance policies.

         (c)      Lessee will not move any Equipment from the location specified
on the Schedule, without the prior written consent of Lessor.
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         (d)      Lessee will keep the Equipment free and clear of all liens and
encumbrances other than those which result from acts of Lessor.

         (e)      Lessor shall not disturb Lessee's quiet enjoyment of the
Equipment during the term of the Agreement unless a default has occurred and is
continuing under this Agreement.

5.       MAINTENANCE:

         (a)      Lessee will, at its sole expense, maintain each unit of
Equipment in good operating order and repair, normal wear and tear excepted and
also maintain the Equipment in accordance with manufacturer's recommendations.
Lessee shall make all alterations or modifications required to comply with any
applicable law, rule or regulation during the term of this Agreement. If Lessor
requests, Lessee shall affix plates, tags or other identifying labels showing
ownership thereof by Lessee and Lessor's security interest.

         (b)      Lessee will not attach or install anything on any Equipment
that will impair the originally intended function or use of such Equipment
without the prior written consent of Lessor. All additions, parts, supplies,
accessories, and equipment ("Additions") furnished or attached to any Equipment
that are not readily removable shall become the property of Lessor. All
Additions shall be made only in compliance with applicable law.

6.       INSURANCE: Lessee agrees at its own expense, to keep the Equipment
insured with companies acceptable to Lessor for such amounts and against such
hazards as Lessor may require, including, but not limited to, all risk physical
damage insurance for the Equipment itself, with losses under the policies
payable to Lessor or its assigns, if any, and liability coverage for personal
injuries, death and/or property damages on terms satisfactory to Lessor. Lessor
and/or its officers, agents, employees and/or successors and/or assigns shall be
named as an additional insured under all such insurance policies with loss
payable clauses under said policies payable in Lessor's favor, as Lessor's
interest may appear. Said Equipment shall be insured for not less than its
stated replacement value (or if non-GE Equipment, its Stipulated Loss Value (see
Schedule)) or such other amount as Lessor shall specify. Said liability
insurance shall be in an amount of not less than two million dollars
($2,000,000.00) or such other amount as Lessor shall specify. Lessee hereby
appoints Lessor as its attorney-in-fact to make proof of loss and claims for
insurance and to make adjustments with insurers and to receive payment of and
execute or endorse all documents, checks or drafts in connection with payments
made with respect to such insurance policies. Lessee may not make adjustments
with insurers except with Lessor's prior written consent. The policies will
provide that the insurance may not be altered or canceled by the insurer until
after thirty days written notice to Lessor. In the event of damage to or loss,
secretion, destruction or theft of the Equipment, or any portion of the
Equipment, whether in whole or in part, Lessee will pay to Lessor the
replacement value (or if non-GE Equipment, Stipulated Loss Value) of all
Equipment, or of the portion of the Equipment affected if the value and use of
the remainder of the Equipment are not affected at the time of such occurrence
(except to the extent that Lessor indefeasibly receives proceeds of insurance
covering such Equipment). Lessor may, at Lessor's option, apply proceeds of
insurance, in whole or in part, (i) to repair or comparably replace the
Equipment or any portion of it or, (ii) to satisfy any of Lessee's obligations
pursuant to this Agreement or a Schedule.

7.       REMOVAL AND RETURN OF EQUIPMENT:

         (a)      At the expiration (unless section 15, Purchase Option is
applicable and Lessee undertakes all steps to exercise Purchase Option) or
earlier termination of a Schedule, Lessee will arrange for the removal and
return of the Equipment at its expense, including all transportation to a place
designated by Lessor within the Continental United States of America. If Lessee
makes modifications to its premises after the Equipment has been installed which
impede the removal of the Equipment, the cost of removing the impediments and
restoring the premises will be at Lessee's expense. The Equipment will be
returned to Lessor or its assigns on the expiration or earlier termination of a
Schedule in the same condition and appearance as when received by Lessee
(reasonable wear and tear excepted) and in good working order and condition,
operable in accordance with the Supplier's and, if different, the manufacturer's
then prevailing performance specifications for it. All waste material and fluid
must be removed from the Equipment and disposed of by Lessee in accordance with
the then current waste disposal laws. If the Equipment is not so returned,
Lessor, at Lessee's sole expense, may have the Equipment restored to such a
condition. If Lessor so requires, the units of Equipment shall be de-installed
and crated by an authorized manufacturer's representative or such other service
person as is reasonably satisfactory to Lessor.

         (b)      If Lessor so requires, at Lessor's sole discretion, Lessee
shall obtain a policy of transit insurance for the return of the Equipment to
Lessor in an amount equal to the replacement value of the Equipment. Such
transit insurance must name Lessor as the loss payee. Lessee shall pay for all
costs of complying with this section.

         (c)      Lessee shall provide to Lessor a detailed inventory of all
components of the Equipment including model and serial numbers. Lessee shall
also provide an up to date copy of all other documentation pertaining to the
Equipment.

         (d)      All service manuals, blueprints, process flow diagrams,
operating manuals, inventory and maintenance records shall be given to Lessor at
least 90 days, and not more than 120 days prior to the Agreement termination.

         (e)      Lessee shall make the Equipment available for Lessor's on-site
operational inspection by potential purchasers at least 120 days prior to and
continuing up to Agreement termination. Lessor shall provide Lessee with
reasonable notice prior to any inspection. Lessee shall provide personnel, power
and other requirements necessary to demonstrate electrical, hydraulic and
mechanical systems for each item of Equipment.

         (f)      Until Lessee has fully complied with the terms of this section
and has returned the Equipment to Lessor, Lessee's rent payment obligation and
all other obligations under this Agreement and the Schedule shall continue from
month-to-month notwithstanding any expiration or termination of the Agreement
Term.

8.       DEFAULT AND REMEDIES:

         (a)      Lessor may declare this Agreement in default if: (i) Lessee
breaches its obligation to pay rent or any other sum owing to Lessor (under this
Agreement or otherwise) when due and fails to cure the breach within ten days;
(ii) Lessee breaches any of its insurance obligations under Section 7 above;
(iii) Lessee breaches any of its other obligations and fails to cure that breach
within 30 days after written notice from Lessor; (iv) any representation or
warranty made by Lessee in connection with this Agreement shall be incorrect,
false or misleading in any material respect; (v) Lessee's cash balance is less
than $500,000. and Lessee fails to cure that breach within 30 days after written
notice from Lessor,; (vi) Lessee's total indebtedness exceeds three times the
Lessee's Tangible Net Worth (defined as Stockholders Equity less any Intangible
Assets) after January 1, 2004 and Lessee fails to cure that breach within 30
days after written notice from Lessor.; (vii) Lessee or any guarantor or other
obligor for the Lessee's obligations hereunder ("Guarantor") becomes insolvent
or ceases to do business as a going concern; (viii) Lessee assigns any of its
interests in this Agreement or in the Equipment without Lessor's prior consent;
(ix) if Lessee or any Guarantor is a natural person, any death or incompetency
of Lessee or such Guarantor; (x) a petition is filed by or against Lessee or any

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Guarantor under any bankruptcy or insolvency laws (in the event Lessee or any
Guarantor files such petition, it shall be an immediate event of default and in
the event of an involuntary petition, it shall be an event of default if the
petition is not dismissed within 45 days of the filing date); or (xi) any
material adverse change occurs in Lessee's financial condition or business
operations (or of any Guarantor) and Lessee fails to cure that breach within 30
days after written notice from Lessor or any material change occurs in the
ownership of Lessee (or of any Guarantor) (excluding all private placements of
new equity issuances that change less than 50% of the total issued and
outstanding shares of capital stock). Lessee's default under this Agreement or a
default by Lessee or any entity managed or controlled by Lessee or by any
principal of Lessee under any other agreement or contract with Lessor related to
this Agreement, will at Lessor's sole option, constitute a default of this
Agreement and all Schedules entered into pursuant to this Agreement.

         (b)      Upon the occurrence of an event of default hereunder, Lessor
shall have the non-exclusive option to: (i) declare the aggregate rents (or,
with respect to non-GE Equipment, the Stipulated Loss Value (see Schedule))
payable under any or all of the Schedules immediately due and payable; (ii)
declare all other amount(s) due Lessor hereunder immediately due and payable;
(iii) collect from Lessee, on all monies due but unpaid for more than ten days,
a late charge of five cents per dollar on, and in addition to, the amount of all
such monies, but not exceeding the lawful maximum; (iv) take possession of the
Equipment and remove same from its existing location(s) without notice to or
consent of Lessee; and store and/or dispose (by public sale or otherwise) of the
Equipment at its then existing location(s) at no charge to Lessor; (v) sell or
lease any or all items of Equipment at public or private sale or lease at such
time or times as Lessor may determine and if notice thereof is required by law,
any notice in writing of any such sale or lease by Lessor to Lessee not less
than ten days prior to the date thereof shall constitute reasonable notice
thereof to Lessee; (vi) otherwise dispose of, hold, use, operate, or keep idle
such Equipment, all as Lessor, in its sole discretion, may determine; and (vii)
assert any other remedies available to Lessor at law or in equity (including,
without limitation, under the Uniform Commercial Code).

         (c)      After deducting all expenses of retaking, repairing, holding,
transporting, selling and/or reletting the Equipment, the net proceeds (if any)
from such sale or reletting by Lessor shall be applied against Lessee's
obligation hereunder. The proceeds of any sale, re-lease, or other disposition
(if any) shall be applied in the following priorities: (i) first, to pay all
Lessor's costs, charges and expenses in taking, removing, holding, repairing,
selling, re-leasing and disposing of the Equipment; (ii) second, to the extent
not previously paid by Lessee (or by a Guarantor of Lessee's obligations
hereunder) to pay Lessor all amounts due from Lessee hereunder; and (iii)
lastly, any surplus shall be delivered to Lessee. Lessor shall have the right to
seek a deficiency from Lessee notwithstanding Lessor's repossession or
abandonment of the Equipment, or Lessor's sale or reletting the Equipment to a
third party.

         (d)      The foregoing remedies are cumulative and nonexclusive of any
other rights and remedies that Lessor may have under any other agreement or at
law or in equity and may be exercised individually or concurrently, and any or
all thereof may be exercised instead of or in addition to each other or any
remedies at law, in equity, or under statute. Lessee waives notice of sale or
other disposition (and the time and place thereof), and the manner and place of
any advertising. Lessee shall pay Lessor's actual attorney's fees incurred in
connection with the enforcement, assertion, defense or preservation of Lessor's
rights and remedies under this Agreement, or if prohibited by law, such lesser
sum as may be permitted. Waiver of any default shall not be a waiver of any
other or subsequent default.

9.       ASSIGNMENT: LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, ENCUMBER OR SUBLET
ANY EQUIPMENT OR THE INTEREST OF LESSEE IN THE EQUIPMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF LESSOR. Lessor may, without the consent of Lessee, assign
this Agreement, any Schedule or the right to enter into a Schedule, provided
that any such assignment shall not relieve Lessor of its obligation hereunder.
Lessee agrees that if Lessee receives written notice of an assignment from
Lessor, Lessee will pay all rent and all other amounts payable under any
assigned Schedule to such assignee or as instructed by Lessor. Lessee also
agrees to confirm in writing receipt of the notice of assignment as may be
reasonably requested by Lessor or assignee. Lessee hereby waives and agrees not
to assert against any such assignee any defense, set-off, recoupment claim or
counterclaim which Lessee has or may at any time have against Lessor for any
reason whatsoever.

10.      NO THIRD PARTY BENEFICIARIES: This Agreement is solely for the benefit
of Lessee and Lessor and no person or legal entity is, or shall be considered an
intended third party beneficiary thereof, and no person other than Lessee and
Lessor shall have an enforceable right to any benefits under this Agreement.

11.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSEE: Lessee makes each
of the following representations, warranties, and covenants to Lessor on the
date hereof and on the date of execution of each Schedule.

         (a)      Lessee has full power and capacity to enter into, and perform
under, this Agreement, the Schedules and all related documents (together, the
"Documents"). Lessee is duly qualified to do business wherever necessary to
carry on its present business and operations, including the jurisdiction(s)
where the Equipment is or is to be located.

         (b)      The Documents have been duly authorized, executed and
delivered by Lessee and constitute valid, legal and binding agreements,
enforceable in accordance with their terms, except to the extent that the
enforcement of remedies may be limited under applicable bankruptcy and
insolvency laws.

         (c)      No approval, consent or withholding of objections is required
from any governmental authority or any person or entity with respect to the
entry into or performance by Lessee of the Documents except such as have already
been obtained.

         (d)      The entry into and performance by Lessee of the Documents will
not: (i) violate any judgment, order, law or regulation applicable to Lessee or
any provision of Lessee's organizational documents; or (ii) result in any breach
of, constitute a default under or result in the creation of any lien, charge,
security interest or other encumbrance upon any Equipment pursuant to any
indenture, mortgage, deed of trust, bank loan or credit agreement or other
instrument (other than this Agreement) to which Lessee is a party.

         (e)      There are no suits or proceedings pending or threatened in
court or before any commission, board or other administrative agency against or
affecting Lessee, which if decided against Lessee will have a material adverse
effect on its business or operations or its ability to fulfill its obligations
under this Agreement.

         (f)      The Equipment is and will remain tangible personal property.

         (g)      Each financial statement delivered to Lessor has been prepared
in accordance with generally accepted accounting principles consistently
applied. Since the date of the most recent financial statement, there has been
no material adverse change in the financial condition of the Lessee.

         (h)      Lessee's exact legal name is as set forth in the last page of
this Agreement and Lessee is and will be at all times validly existing and in

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good standing under the laws of the state of its formation (specified in the
first sentence of this Agreement).

         (i)      The Equipment will at all times be used for commercial or
business purposes.

12.      OWNERSHIP FOR TAX PURPOSES, GRANT OF SECURITY INTEREST; USURY SAVINGS:

         (a)      For income tax purposes, the parties hereto agree that it is
their mutual intention that Lessee shall be considered the owner of the
Equipment. Accordingly, Lessor agrees (i) to treat Lessee as the owner of the
Equipment on its federal income tax return, (ii) not to take actions or
positions inconsistent with such treatment on or with respect to its federal
income tax return, and (iii) not to claim any tax benefits available to an owner
of the Equipment on or with respect to its federal income tax return. The
foregoing undertakings by Lessor shall not be violated by Lessor's taking a tax
position inconsistent with the foregoing sentence to the extent such a position
is required by law or is taken though inadvertence so long as such inadvertent
tax position is reversed by Lessor promptly upon its discovery. Lessor shall in
no event be liable to Lessee if Lessee fails to secure any of the tax benefits
available to the owner of the Equipment.

         (b)      Lessee grants to Lessor, its successors and assigns, a first
security interest in and against the Equipment and in and against all additions,
attachments, accessories and accessions to such property, all substitutions,
replacements or exchanges therefor, and all insurance and/or other proceeds
thereof. This security interest is given to secure the payment and performance
of all debts, obligations and liabilities of any kind whatsoever of Lessee to
Lessor, now existing or arising in the future related to this Agreement.

         (c)      It is the intention of the parties hereto to comply with any
applicable usury laws to the extent that any Schedule is determined to be
subject to such laws. Accordingly, it is agreed that, notwithstanding any
provision to the contrary in any Schedule or this Agreement, in no event shall
any Schedule require the payment or permit the collection of interest in excess
of the maximum amount permitted by applicable law. If any such excess interest
is contracted for, charged or received under any Schedule or this Agreement, or
in the event that all of the principal balance shall be prepaid, so that under
any of such circumstances the amount of interest contracted for, charged or
received under any Schedule or this Agreement shall exceed the maximum amount of
interest permitted by applicable law, then in such event (i) the provisions of
this paragraph shall govern and control, (ii) neither Lessee nor any other
person or entity now or hereafter liable for the payment hereof shall be
obligated to pay the amount of such interest to the extent that it is in excess
of the maximum amount of interest permitted by applicable law, (iii) any such
excess which may have been collected shall be either applied as a credit against
the then unpaid principal balance or refunded to Lessee, at the option of the
Lessor, and (iv) the effective rate of interest shall be automatically reduced
to the maximum lawful contract rate allowed under applicable law as now or
hereafter construed by the courts having jurisdiction thereof. It is further
agreed that without limitation of the foregoing, all calculations of the rate of
interest contracted for, charged or received under any Schedule or this
Agreement which are made for the purpose of determining whether such rate
exceeds the maximum lawful contract rate, shall be made, to the extent permitted
by applicable law, by amortizing, prorating, allocating and spreading in equal
parts during the period of the full stated term of the indebtedness evidenced
hereby, all interest at any time contracted for, charged or received from Lessee
or otherwise by Lessor in connection with such indebtedness evidenced hereby,
all interest at any time contracted for, charged or received from Lessee or
otherwise by Lessor in connection with such indebtedness; provided, however,
that if any applicable state law is amended or the law of the United States of
America preempts any applicable state law, so that it becomes lawful for Lessor
to receive a greater interest per annum rate than is presently allowed, the
Lessee agrees that, on the effective date of such amendment or preemption, as
the case may be, the lawful maximum hereunder shall be increased to the maximum
interest per annum rate allowed by the amended state law or the law of the
United States of America.

13.      LIMITATION OF REMEDIES AND DAMAGES: THE TOTAL LIABILITY OF LESSOR AND
ITS REPRESENTATIVES TO LESSEE AND LESSEE'S EXCLUSIVE REMEDY RELATING TO A
SCHEDULE IS LIMITED TO THE MONTHLY RENTAL WHICH IS THE BASIS FOR THE CLAIM.
Lessee agrees that Lessor and its representatives have no liability to Lessee
for (i) any penal, punitive, special, incidental, or consequential damages such
as lost profit or revenue, (ii) any assistance not required under the Schedule,
or (iii) anything occurring after the end of a Schedule. Lessee will be barred
from any remedy unless Lessee gives Lessor prompt written notice of the problem.
This is a commercial lease transaction. Any claim related to this contract will
be covered solely by commercial legal principles. Lessor, its representatives
and assigns will not have any negligence or other tort liability to Lessee or
any person or entity, arising from this Agreement and any other document or any
use of any Equipment. This limitation does not affect claims by third parties
for personal injury due to product liability or the negligence of Lessor, Lessee
or their representatives.

14.      END-OF-TERM OPTIONS: At least 180 days prior to the expiration of the
original term of a Schedule or any subsequent term, Lessee must elect, by
written notice to Lessor, one of the following end-of-term options: (i) Lessee's
renewal of that Schedule for a one or two year term at a Monthly Rental
determined at the time of renewal (based on the Equipment's then fair market
value), (ii) Lessee's purchase of the Equipment as set forth in Section 15
below; or (iii) Lessee's return of the Equipment to Lessor.

15.      PURCHASE OPTION: Lessee may at lease expiration purchase all (but not
less than all) of the Equipment in any Schedule on an AS IS, WHERE IS BASIS for
cash equal to the amount indicated on such Schedule (the "Option Payment"). The
Option Payment, plus all applicable sales taxes shall be due and payable in
immediately available funds on or within five (5) days of the expiration date of
such Schedule. If Lessee is in default or if the corresponding Schedule has
already been terminated Lessee may not purchase the Equipment. Notwithstanding
the foregoing or anything else to the contrary contained in the Master Lease
Agreement (or the Equipment with Service Schedule to Master Lease Agreement),
Lessee shall have the rights to purchase the Equipment, as aforesaid, provided
that Lessee has paid all rent due to Lessor hereunder and all other charges or
amounts then due to Lessor hereunder.

16.      COMPLIANCE WITH REPORTING RESPONSIBILITIES: Lessee agrees to fully and
accurately account for, and report in any applicable cost reports, all items and
services received from Lessor under this Agreement, in a way which complies with
all applicable laws and regulations, including the Federal Social Security Act
and implementing regulations relating to Medicare, Medicaid and the Federal
Health Care Programs.

17.      FILING: Lessee will sign and return to Lessor when requested such
instrument(s) as applicable law requires or permits to give public notice of
Lessor's interest in the Equipment. In addition, Lessee hereby authorizes Lessor
to file a financing statement and amendments thereto describing the Equipment
described in any and all Schedules now and hereafter executed pursuant hereto
and adding any collateral described therein and containing any other information
required by the applicable Uniform Commercial Code. Lessee hereby irrevocably
appoints Lessor or its designee as Lessee's agent and attorney-in-fact to sign
such instrument(s) on Lessee's behalf and to file them. After the expiration or
earlier termination of all Schedules, Lessor will, at Lessee's written request,

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execute necessary documents to effectuate a termination of financing statements
or amendments previously filed by Lessor that are solely related to these
Schedules.

18.      MISCELLANEOUS:

         (a)      LESSEE AND LESSOR UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT, ANY OF THE DOCUMENTS, ANY DEALINGS BETWEEN LESSEE AND LESSOR RELATING
TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR
THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LESSEE AND LESSOR. THE SCOPE
OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT
MAY BE FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, ADDENDA OR MODIFICATIONS TO THIS AGREEMENT, ANY
RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
TRANSACTION OR ANY RELATED TRANSACTION. THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

         (b)      Time is of the essence of this Agreement. Lessor's failure at
any time to require strict performance by Lessee of any of the provisions hereof
shall not waive or diminish Lessor's right at any other time to demand strict
compliance with this Agreement. If more than one Lessee is named in this
Agreement, the liability of each shall be joint and several. All notices
required to be given hereunder shall be deemed adequately given if sent by
registered or certified mail to the addressee at its address stated herein, or
at such other place as such addressee may have specified in writing by notice as
prescribed in this Agreement. This Agreement and any addendum, schedule and
annexes hereto constitute the entire agreement of the parties with respect to
the subject matter hereof. No prior proposals, statements, course of dealing, or
usage of trade will be a part of this Agreement. NO VARIATION OR MODIFICATION OF
THIS AGREEMENT OR ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS, SHALL BE
VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE
PARTIES HERETO.

         (c)      If Lessee does not comply with any provision of this
Agreement, Lessor shall have the right, but shall not be obligated, to effect
such compliance, in whole or in part. All reasonable amounts spent and
obligations incurred or assumed by Lessor in effecting such compliance shall
constitute additional rent due to Lessor. Lessee shall pay the additional rent
within five days after the date Lessor sends notice to Lessee requesting
payment. Lessor's effecting such compliance shall not be a waiver of Lessee's
default.

         (d)      Any provisions in this Agreement, any Schedule, addendum or
amendment hereto that are in conflict with any statute, law or applicable rule
shall be deemed omitted, modified or altered to conform thereto, but the
remaining provisions shall remain enforceable as written.

         (e)      THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF
LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE EQUIPMENT.

         (f)      Any cancellation or termination by Lessor, pursuant to the
provisions of this Agreement, any Schedule, addendum or amendment hereto, of the
lease of any Equipment hereunder, shall not release Lessee from any then
outstanding obligations to Lessor hereunder.

         (g)      Lessee agrees that neither it nor its affiliates will in the
future issue any press release or other public disclosure using the name of
General Electrical Capital Corporation or its affiliates or referring to this
Agreement without at least two (2) business days' prior notice to Lessor and
without the prior written consent of Lessor unless (and only to the extent that)
Lessee or its affiliate is required to do so under law and then, in any event,
such Lessee or affiliate will advise Lessor before issuing such press release or
other public disclosure, Lessee consents to the publication by Lessor of a
tombstone or similar advertising material relating to the financing transactions
contemplated by this Agreement. Nothing in the foregoing prevents Lessee from
referring to this Agreement in discussions with its affiliates.

         (h)      There is no restriction either express or implied on any
disclosure or dissemination of the structure or tax aspects of the transactions
contemplated by this Agreement. Further, the Lessor acknowledges that it has no
proprietary rights to any tax matter or tax idea or to any element of the
transaction structure.

         (i)      This Agreement and any related documents may be authenticated
by manual signature, facsimile or, if approved in writing by Lessor, electronic
means, all of which shall be equally valid.

         (j)      Lessor represents and warrants that it has full power and
capacity to enter into, and perform under, this Agreement, the Schedules and all
related documents (together, the "Documents"). Lessor is duly qualified to do
business wherever necessary to carry on its present business and operations,
including the jurisdiction(s) where the Equipment is or is to be located.

         (k)      Lessor represents and warrants that the Documents have been
duly authorized and executed by Lessor and constitute valid, legal and binding
agreements, enforceable in accordance with their terms, except to the extent
that the enforcement of remedies may be limited under applicable bankruptcy and
insolvency laws.

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<PAGE>

         IN WITNESS WHEREOF, Lessee and Lessor have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.


LESSOR:                                     LESSEE:

General Electric Capital Corporation        The Sagemark Companies LTD.


By:     /s/ PAUL SLEET                      By:    /s/ THEODORE B. SHAPIRO
        ------------------------------             -----------------------------
Name:   PAUL SLEET                          Name:  Theodore B. Shapiro
        ------------------------------             -----------------------------
Title:  Duly Authorized Signatory           Title: President & CEO
                                                   -----------------------------

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