EXHIBIT 10.28

COMMERCIAL LEASE

THIS LEASE is made on the 1st day of February, 1999.

The Landlord hereby agrees to lease to the Tenant,  and the Tenant hereby agrees
to hire and take from the Landlord, the Leased Premises described below pursuant
to the terms and conditions specified herein:

LANDLORD:  Joseph M. Wasilewski, 631 Newman Springs Road, Lincroft, NJ 07738

TENANT(S):  U.S.  Laboratories,  Inc.,  7895 Convoy Court,  Suite 18, San Diego,
California 92111.

1.  Leased Premises. The Leased Premises are those premises described as:

entire first floor as described in attached sketch.

2. Term. The term of the Lease shall be for a period of 3 year(s)  commencing on
the 1st day of February,  1999 ending on the 31st day of January,  2002,  unless
sooner  terminated as hereinafter  provided.  If Tenant remains in possession of
the Leased  Premises  with the written  consent of the Landlord  after the lease
expiration date stated above,  this Lease will be converted to a  month-to-month
Lease and each party  shall have the right to  terminate  the Lease by giving at
least one month's prior written notice to the other party.

3. Rent.  The Tenant  agrees to pay the ANNUAL  RENT of  Nineteen  thousand  two
hundred dollars ($19,200) payable in equal installments $1,600 in advance on the
first day of each and every  calendar month during the first year of this Lease.
Second  year rent is $1,648 per month,  third year rent is $1,700 per month plus
real estate taxes of $370 per month plus rental of furniture.

4. Rent Adjustment. If in any tax year commencing with the fiscal year 1999, the
real estate taxes on the land and buildings,  of which the Leases Premises are a
part,  are in excess of the  amount of the real  estate  taxes  thereon  for the
fiscal year (hereinafter called the "Base Year"), Tenant will pay to Landlord as
additional  rent  hereunder,  when and as  designated  by notice in  writing  by
Landlord.

80 percent of such  excess that may occur in each year of the term of this Lease
or any extension or renewal thereof and proportionately for any part of a fiscal
year.

5.  DELETED.

6.  Delivery  of  Possession.  If for any reason  the  Landlord  cannot  deliver
possession of the leased  property to the Tenant when the lease term  commences,
this Lease shall not be void or  voidable,  nor shall the  Landlord be liable to
the Tenant for any loss or damage resulting therefrom.  However,  there shall be
an abatement of rent for the period between the  commencement  of the lease term
and the time when the Landlord delivers possession.

7.  Use of  Leases  Premises.  The  Leased  Premises  may be used  only  for the
following purpose(s): business professional office.

8. Utilities. Except as specified below, the Tenant shall be responsible for all
utilities  and  services  that  are  furnished  to  the  Leased  Premises.   The
application  for an connecting of utilities,  as well as all services,  shall be
made by and only in the name of the Tenant: (List exceptions, if any)

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9. Condition of Leased Premise;  Maintenance and Repair. The Tenant acknowledges
that the Leased Premises are in good order and repair. The Tenant agrees to take
good care of and maintain the Leases  Premises in good condition  throughout the
term of the Lease.

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The Tenant, at his expense, shall make all necessary repairs and replacements to
the Leased Premises,  including the repair and replacement of pipes,  electrical
wiring,  heating  and  plumbing  systems,  fixtures  and all other  systems  and
appliances  and their  appurtenances.  The  quality and class of all repairs and
replacements  shall be equal to or greater  than the original  worth.  If Tenant
defaults  in making such  repairs or  replacements,  Landlord  may make them for
Tenant's account, and such expenses will be considered additional rent.

10. Compliance with Laws and Regulations. Tenant, at its expense, shall promptly
comply with all federal, state, and municipal laws, orders, and regulations, and
with all lawful directives of public officers,  which impose any duty upon it or
Landlord with respect to the Leases Premises.  The Tenant at its expense,  shall
obtain all required  licenses or permits for the conduct of its business  within
the  terms  of  this  lease,   or  for  the  making  of  repairs,   alterations,
improvements, or additions.  Landlord, when necessary, will join with the Tenant
in applying for all such permits or licenses.

11.  Alterations  and  Improvements.  Tenant  shall  not make  any  alterations,
additions,  or improvements  to, or install any fixtures on, the Leased Premises
without  Landlord's  prior  written  consent.  If such  consent  is  given,  all
alterations,  additions, and improvements made, and fixtures installed by Tenant
shall become  Landlord's  property at the end of the  Lease/term.  Landlord may,
however, require Tenant to remove such fixtures, at Tenant's expense, at the end
of the Lease term.

12. Assignment/Subletting  Restrictions. Tenant may not assign this agreement or
sublet the Leased  Premises  without the prior written  consent of the Landlord.
Any assignment,  sublease or other purported  license to use the Leased Premises
by Tenant without the Landlord's  consent shall be void and shall (at Landlord's
option) terminate this Lease.

13.  Insurance.

     (i) By Landlord. Landlord shall at all times during the term of this Lease,
at its  expense,  insure and keep in effect on the  building in which the Leased
Premises are located fire insurance with extended coverage. The Tenant shall not
permit any use of the Leased  Premises which will make voidable any insurance on
the property of which the Leased Premises are a part, or on the contents of said
property or which shall be contrary to any law or  regulation  from time to time
established by the applicable fire insurance rating association. Tenant shall on
demand  reimburse the Landlord,  and all other  tenants,  the fill amount of any
increase in insurance premiums caused by the Tenant's use of the premises.

     (ii)By Tenant.  Tenant shall,  at its own expense,  during the term hereof,
maintain and deliver to Landlord public  liability and property damage and plate
glass  insurance  policies  with respect to the Leased  Premises.  Such policies
shall name the  Landlord  and Tenant as  insureds,  and have  limits of at least
$500,000  for  injury  or  death  to any one  person  and  $500,000  for any one
accident, and $500,000 with respect to damage to property and with full coverage
for plate glass. Such policies shall be in whatever form and with such insurance
companies as are reasonably satisfactory to Landlord, shall name the Landlord as
additional  insured,  and shall  provide for at least ten days' prior  notice to
Landlord of cancellation.

14.  Indemnification  of Landlord.  Tenant  shall  defend,  indemnify,  and hold
Landlord  harmless  from and against any claim,  loss,  expense or damage to any
person or property in or upon the Leased  Premises,  arising out of Tenant's use
or  occupancy  of the Leased  Premises,  or arising out of any act or neglect of
Tenant or its servants, employees, agents, or invitees.

15. Condemnation.  If all or any part of the Leased Premises is taken by eminent
domain,  this lease shall expire on the date of such taking,  and the rent shall
be  apportioned  as of that  date.  No part of any such  award  shall  belong to
Tenant.

16.  Destruction  of Premises.  If the building is which the Leased  Premises is
located is damaged by fire or other casualty,  without  Tenant's fault,  and the
damage is so extensive as to effectively  constitute a total  destruction of the
property  or  building,  this  Lease  shall  terminate  and the  rent  shall  be
apportioned  to the time of the  damage.  In all other  cases of damage  without
Tenant's fault,  Landlord shall repair the damage with reasonable dispatch,  and
if the damage has rendered the Leased Premises wholly or partially untenantable,
the rent shall be apportioned until the



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damage  is  repaired.  In  determining  what  constitutes  reasonable  dispatch,
consideration  shall  be  given to  delays  caused  by  strikes,  adjustment  of
insurance, and other causes beyond the Landlord's control.

17. Landlord's Rights upon Default.  In the event of any breach of this lease by
the  Tenant,  which  shall not have been cured  within  TEN (10) DAYS,  then the
Landlord, besides other rights or remedies it may have, shall have the immediate
right of  reentry  and may  remove  all  persons  and  property  from the Leased
Premises;  such  property  may be removed  and stored in a public  warehouse  or
elsewhere  at the cost of, and for the account of, the Tenant.  If the  Landlord
elects to reenter as herein provided,  or should it take possession  pursuant to
any notice provided for by law, it may either  terminate this Lease or may, from
time to time,  without  terminating this lease, relet the Leased Premises or any
part thereof, for such term or terms and at such rental or rentals and upon such
other terms and conditions as the Landlord in Landlord's own discretion may deem
advisable.  Should rentals received from such reletting during any month be less
than that agreed to be paid during the month by the Tenant hereunder, the Tenant
shall pay such deficiency to the Landlord monthly.  The Tenant shall also pay to
the  Landlord,  as soon as  ascertained,  the cost and expenses  incurred by the
Landlord, including reasonable attorneys fees, relating to such reletting.

18. Quiet  Enjoyment.  The Landlord agrees that if the Tenant shall pay the rent
as aforesaid and perform the covenants and  agreements  herein  contained on its
part to be performed,  the Tenant shall peaceably hold and enjoy the said rented
premises  without  hindrance  or  interruption  by the  Landlord or by any other
person or persons acting under or through the Landlord.

19.  Landlord's  Right to Enter.  Landlord may, at reasonable  times,  enter the
Leased Premises to inspect it, to make repairs or alterations, and to show it to
potential buyers, lenders or tenants.

20.  Surrender upon  Termination.  At the end of the lease term the Tenant shall
surrender the leased property in as good condition as it was in at the beginning
of the term, reasonable use and wear excepted.

21. Subordination. This lease, and the Tenant's leasehold interest, is and shall
be subordinate,  subject and inferior to any and all liens and  encumbrances now
and thereafter placed on the leased Premises by Landlord, any and all extensions
of such  liens and  encumbrances  and all  advances  paid  under  such liens and
encumbrances.

22.  Additional Provisions:

Tenant  responsible  for all utilities,  office  cleaning and real estate taxes.
Parking spaces are available. Storage of boxes included in rent.

23.  Miscellaneous Terms.

     (i) Notices.  Any notice,  statement,  demand or other communication by one
party to the other,  shall be given by personal delivery or by mailing the same,
postage prepaid,  addressed to the Tenant at the premises, or to the Landlord at
the address set forth above.

     (ii)Severability.  If any  clause or  provision  herein  shall be  adjudged
invalid or unenforceable by a court of competent jurisdiction or by operation of
any  applicable  law, it shall not affect the  validity  of any other  clause or
provision, which shall remain in full force and effect.

     (iii) Waiver.  The failure of either party to enforce any of the provisions
of this lease shall not be considered a waiver of that provision or the right of
the party to thereafter enforce the provision.

     (iv)Complete Agreement.  This Lease constitutes the entire understanding of
the parties  with respect to the subject  matter  hereof and may not be modified
except by an instrument in writing and signed by the parties.

     (v) Successors.  This Lease is binding on all parties who lawfully  succeed
to the rights or take the place of the Landlord or Tenant.


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IN WITNESS  WHEREOF,  the parties have set their hands and seals on this 1st day
of February, 1999.

LANDLORD OR LANDLORD'S AUTHORIZED AGENT          TENANT

/s/ Joseph Wasilewski                             /s/ Dickerson Wright
                                                  CEO, U.S. Laboratories Inc.


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                                                  Tenant