ENGLISH TRANSLATION FOR INFORMATION ONLY




EDAP TMS S.A. 2002 20-F REPORT




                                 EXHIBIT 4.4
                  TMS S.A. COMMERCIAL LEASE & AMENDMENT N0 1
                 (ENGLISH TRANSLATION FOR INFORMATION ONLY)





Exhibit 4.4 TMS SA English                                                     1

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                                       ENGLISH TRANSLATION FOR INFORMATION ONLY





BUILDING
in: Vaulx en Velin
NAME OF THE TENANT: TMS S.A.
Lease:  4/6/9 years
from: 01 October 2002
to: 30 September 2011

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                               COMMERCIAL LEASE
       IN ACCORDANCE WITH ARTICLES L-145-1 AND FOLLOWING OF THE CODE OF
                                COMMERCIAL LAW

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BETWEEN THE UNDERSIGNED:


THE COMPANY MAISON ANTOINE BAUD, Societe Anonyme [French limited company] with a
capital of 3 096 336 *, with its registered office in COURNON D'AUVERGNE (63800)
ZI Les Acilloux 27, Route du Cendre, represented by Mr. Yves DUPRE Vice Chairman
of the Board of Directors,


hereinafter referred to as: " THE LESSOR"
ON THE ONE PART;


and THE  COMPANY TMS S.A.,  Societe  Anonyme  [French  limited  company]  with a
capital  of 3 166 488.00  euros,  with its  registered  office in VAULX EN VELIN
(69120) 4, rue du Dauphine, recorded in the Lyon Trade Registry under the number
394 804 447,  represented  by Mr. Eric Simon Chairman of the Board of Directors,
duly authorised for the purpose of this document,


hereinafter referred to as " THE LESSEE "
ON THE OTHER PART;


IT HAS BEEN AGREED AND DECIDED AS FOLLOWS:



CHAPTER I - GENERAL CONDITIONS

PURPOSE

The Lessor,  IN ACCORDANCE  WITH  ARTICLES  L-145-1 AND FOLLOWING OF THE CODE OF
COMMERCIAL LAW leases out and rents to the Lessee,  which accepts,  the premises
of which it is the owner,  hereinafter  described  in chapter II of the  SPECIAL
CONDITIONS.


DESCRIPTION

The Lessee  declares to know the  premises  well having  visited  them with this
agreement in view, it not being necessary to make a fuller description than that
made under  chapter II " special  conditions ", accepts them in the condition in
which they stand and are, and renounces  any claim as regards  their  condition,
their layout or any error in the description.





Exhibit 4.4 TMS SA English                                                    2

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                                       ENGLISH TRANSLATION FOR INFORMATION ONLY




DURATION OF THE LEASE

This lease is granted  and  accepted  for a period of NINE full and  consecutive
years that shall begin to run as of the date specified hereinafter in chapter II
"  special  conditions  ". It shall  cease in the  conditions  fixed in  article
L-145-5.  The Lessee shall have the right to terminate  this lease at the expiry
of each 3-yearly  period by notifying the Lessor by  extra-judiciary  process at
the latest nine months before the expiry of the period in progress.



RENT PRICE

The rent, fixed in the special conditions hereinafter, constitutes a determining
factor for both parties for the conclusion of this lease.  This lease is granted
and  accepted  in return  for an  annual  rent,  a base  value  whose  amount is
specified  hereinafter  in chapter II " special  conditions " and which shall be
modified  in the  conditions  fixed  by the  legislation  and  according  to the
conditions  fixed  hereinafter.

The Lessee  undertakes to pay the rent fixed in four equal  instalments  payable
quarterly, in advance, on the first day of JANUARY, APRIL, JULY and OCTOBER.

REVISION OF THE RENT PRICE

The first  revision  of the rent shall take place on 1 January of each year with
reference to the INSEE index.  The  subsequent  revisions  shall take place on 1
January of each year with  reference  to the index for the first  quarter of the
previous  year on that of the first  quarter of the year  before  the  reference
index. This clause for the annual indexing of the rent shall not have the effect
of reducing the revised rent to an amount less than the basic rent. In addition,
it  constitutes an essential and  determining  clause of the lease without which
the Lessor would not have contracted.

VAT OPTION

In accordance  with the provisions of articles  260-2(degree)  and 193 to 195 of
Appendix II of the General Tax Code, the Lessor  declares to opt for the payment
of VAT on the rents. It declares to deal personally  with the  declarations  for
opening a distinct sector and option with the tax authorities, in the conditions
and time limits specified in articles 191 and 192 of Appendix II, and of article
286, and articles 32 and following of Appendix IV of the General Tax Code.

SERVICE CHARGES

The Lessee shall  refund to the Lessor the share of the service  charges for the
premises to which this rental lease  relates.  This share depends on the area of
the rented  premises.  It shall be paid at the same time as the rent.  The final
amount of the charges shall be settled each year, three months after the closing
of the previous financial period, the balance due by the Lessee on these grounds
being invoiced by the Lessor, with a statement of the corresponding expenditure,
at the same time as the rent for the quarter and the  provision for charges just
expiring.

The  property  tax payable by the LESSEE  shall be refunded on  presentation  of
proof of payment.

GUARANTEE DEPOSIT

To guarantee the execution of obligations  incumbent on it, the Lessee shall pay
the Lessor,  which  acknowledges this, a sum representing the amount of a rental
instalment,  as a guarantee  deposit and  refundable  at the end of the tenant's
enjoyment,  one month after  complete  removal and return of the keys, and after
deduction  of all the sums than may be due by the Lessee on the grounds of rent,
refundable tax charges for repairs or on any other  grounds.  This sum shall not
produce  interest,  the rent  being  fixed  accordingly.  The said sum  shall be
increased  or reduced at the time of each  modification  in the rent  level,  in
order to equal, at any time, a rent instalment.

DESTINATION

The Lessee  shall only carry out in the rented  premises  the  activity as it is
defined in the articles of association,  to the exclusion of any other and shall
not  be  able  to  change  this  allocation  by  substituting  or  adding  other
activities, using local practices as a pretext.

The Lessee shall constantly use the rented premises for its activity.


Exhibit 4.4 TMS SA English                                                    3

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                                       ENGLISH TRANSLATION FOR INFORMATION ONLY



OTHER GENERAL CONDITIONS

The lease is, in addition, granted in the ordinary and lawful conditions and, in
particular, in the following conditions:

1)INVENTORY  OF  FIXTURES - The  Lessee  accepts  the  rented  premises  in the
condition in which they are at the time of entering into enjoyment and shall not
be able to require the Lessor to carry out any  renovation  or repair  work.  An
inventory of fixtures shall be drawn up in the presence of both parties when the
Lessee enters into enjoyment. In the event that, for any reason whatsoever, this
inventory  is not drawn up, and,  in  particular,  if the Lessee is absent,  the
premises  shall be  considered  to have been  rented in perfect  condition.  The
Lessee shall bear the costs for the inventory of fixtures.

2) FURNISHING - The Lessee shall keep the rented premises  constantly  furnished
with large  furniture,  equipment and  merchandise in a sufficient  quantity and
value to meet,  at any time,  the payment of the rents and  incidental  charges,
along with the execution of all clauses and charges of this lease.

3) UPKEEP OF THE  PREMISES - The Lessee shall  ensure that the rented  premises,
along with the fixtures,  fittings and interior installations are kept in a good
state of repair and  maintenance  throughout the entire period of the lease.  By
express agreement between the parties,  the Lessee undertakes to execute, in the
place of the Lessor, all repairs that could be necessary in the rented premises,
in particular in respect to the glass areas,  with the  exception,  however,  of
major  repairs as  defined  in  article  606 of the Code of Civil Law that alone
remain payable by the Lessor, the rent having been fixed accordingly. The Lessee
undertakes  to notify the Lessor  without  delay of any  accident and repair for
which the Lessor is liable and which may become  necessary during the lease. The
Lessee shall also be bound to maintain and repair all the sanitary installations
and appliances.

4) DAMPNESS - In the case of saltpetre forming permanently or fortuitously,  the
Lessee must  immediately  inform the  Lessor,  so that the latter can do what is
necessary to remedy this.

5) INSURANCE - LIABILITIES  The Lessor  shall take out a  multi-risk  insurance
policy  for the value when new of all the  furniture,  covering  the  landlord's
civil  liability,  claims by  third-parties  and  neighbours,  and damage to the
property  complex  and the  landlord  (loss  of rent  and  recoverable  charges,
indirect losses, etc.), by fire, explosion,  electric hazards,  breaking,  water
damage and natural  disasters,  with abandon of claim against the Lessees on the
grounds of the damage that the latter  could have caused to the building and the
persons for whom the Lessor is responsible (staff, suppliers, etc.).

Likewise each Lessee takes out an insurance policy covering its civil liability,
claims by  third-parties  and  neighbours,  and damage  caused to its  fixtures,
fittings,  installations,  equipment,  furniture,  merchandise  and other  goods
located in the rented premises, by fire, explosion,  electric hazards, breaking,
water damage and natural disasters,  with abandon of claim against the Lessor on
the  grounds of the damage that the  building or the latter  could have cause to
these  goods,  the Lessee or its firm (loss of  enjoyment,  loss of customers or
goodwill,  indirect  losses) and the persons for whom the Lessee is  responsible
(staff, suppliers, customers, etc.).

The covers  provided  by these  different  insurance  policies  shall  extend to
electric damage,  costs for clearing,  demolition and transport of rubble, costs
for removal and replacement of all movable objects and expert's fees. The Lessor
and  Lessee  respectively  abandon  any claim  against  the other in the case of
damage caused to their goods and to persons for whom they are  responsible  as a
result of fire, explosion,  electric hazard,  breakage, water damage and natural
disasters.

If the activity carried out by the Lessee leads,  either for the landlord or for
the other tenants or neighbours,  to additional  insurance premiums,  the Lessee
shall indemnify for this each of these  different  interested  parties,  and, in
addition,  shall  cover  the  landlord  against  any  claim by the  tenants  and
neighbours.

6)  ACCIDENT  MAKING IT  PARTIALLY  OR TOTALLY  IMPOSSIBLE  TO OCCUPY THE RENTED
PROPERTY - In the case of accident  and apart from what is indicated in the last
paragraph of this {section},  the lease shall continue  between the parties.  If
the accident is ascribable to the Lessee,  the latter shall not benefit from any
reduction  in rent or charges  during the  period of loss of  enjoyment.  On the
other hand, if the accident is ascribable to the Lessor, or another tenant,  the
Lessee shall  benefit from a reduction in rent and charges in  proportion to the
disruption in enjoyment  that it incurs.  In the case of destruction of the part
of the building where the rented premises are located, and if the Lessor decides
not to reconstruct, this lease shall be terminated as of right without indemnity
by  simple  notification  by the  Lessor  of its  decision,  in  the  form  of a
registered letter.


Exhibit 4.4 TMS SA English                                                     4

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                                       ENGLISH TRANSLATION FOR INFORMATION ONLY




7) WORKS BY THE LESSEE - The Lessee  shall not be able to make any change in the
distribution  and  installation  of  the  rented  premises,  any  demolition  of
constructions,  piercing  of  walls,  panels  or  vaults,  or any  construction,
conversion  or  fitting-out  without the express  written  authorisation  of the
Lessor.  In the event that the  authorisation  is  granted,  the works  shall be
executed under the  supervision of the Lessor's  architect,  whose fees shall be
payable by the Lessee.

8)  ADVERTISEMENTS  ON THE BUILDING - The Lessee shall obtain the prior  written
agreement  of the Lessor for any  banner,  advertisement  and sign that it would
like to install outside its premises.

9) FLOOR  LOAD - The  maximum  floor  load is in the region of 350 KG/m2 for the
offices  and  shall  be  specified  in  chapter  II "  special  conditions  " if
necessary.

10)  WORKS BY THE  LESSOR - The  Lessee  shall  accept  without  any  indemnity,
whatever the importance and the duration, all the works that could become useful
or  necessary in the rented  premises or in the building  where the premises are
located or in the  neighbouring  buildings,  as well as all  improvement  or new
construction  works that the landlord may judge  appropriate  to have  executed,
even if these works may last longer than 40 days.

11) PUBLIC SERVICE WORKS - The Lessee shall have executed, the costs to be borne
by it, in the place of the Lessor, all works required by the public services, as
a result of its  activity,  solely  affecting the rented  premises.  If the said
works  concern all the building in which the rented  premises  are  located,  it
shall  contribute  in proportion to its rent to the cost of the works that shall
be carried out by the Lessor at the request of Public Services.

12) WORKS TO BRING INTO  CONFORMITY  - All works to bring into  conformity  with
safety or  hygiene  rules or works  linked to  operating  and the new rules that
could become  applicable in these different fields shall be fully payable by the
Lessee which shall deal  personally  with these without making any claim against
the Lessor.  These works to bring into  conformity must be carried out under the
supervision  of the  Lessor's  architect.  In the  event  that a  smoke  flue is
required or  necessary,  it shall be  installed  in the place  indicated  by the
Lessor, the costs to be payable by the Lessee and under its sole responsibility.

13) WATER -  CONNECTION  - The  tenant  undertakes  to carry  out,  at the first
request by the landlord,  the costs and responsibility to be solely borne by it,
in agreement  with the Company and the  landlord,  all the works  necessary  for
connecting all cold water pipes for the rented premises,  solely and directly to
the mains pipe and,  therefore,  pay the water  consumption of the said Company,
along with the sundry costs linked to the  installation,  and to comply with all
the conditions imposed by this Company.  The Lessee shall have the obligation to
protect the pipes, meters, etc. from freezing and shall be responsible,  bearing
the costs, for damage to its installations as a result of freezing temperatures.

14) WATER - CONSUMPTION - The Lessee shall be bound to refund to the Lessor each
month  the  consumption  of cold  water.  If there is a  specific  meter for the
premises to which this lease relates,  the refunded water  consumption  shall be
that indicated on the said meter. The Lessee shall, in addition,  bear the costs
of maintenance, rental and reading of the said meter, along with, in addition to
the consumption recorded on the distribution meter, its share of the water costs
for the building's general services and the communal toilets,  if there are any.
If there is no distribution  meter,  the costs for the building's water shall be
distributed  in  proportion  to the  area of the  rented  premises.  The  Lessee
undertakes not to claim any indemnity from the Lessor in the case of stoppage in
water distribution, or lack of water pressure. The Lessor reserves the right, in
the case of below  freezing  temperatures,  and each time that this  measure  is
necessary,  to  temporarily  stop the  distribution  of  water in the  building,
without the tenant  being able,  as a result of this,  to claim the right to any
indemnity.

15) TAXES AND  SIMILAR  CHARGES  PAYABLE BY THE LESSEE - The Lessee must pay all
the town, police and highways charges to which tenants are ordinarily bound, all
this in such a way that the Lessor  cannot have any  problems  in this  respect,
paying,  in particular,  the personal and property  contributions,  rental taxes
(household rubbish,  sewage,  sweeping,  etc.), trade tax and community charges,
and all other taxes for which tenants are responsible on any grounds whatsoever,
justifying  their payment on request by the Lessor.  The property tax is payable
by the Lessee.

16) CALM AND QUIET - The Lessee  shall not be able to do  anything in the rented
premises that, by the noise,  smell,  dampness,  vibrations,  smoke or any other
reason may cause annoyance to people in the building or others, or be harmful to
the building.


Exhibit 4.4 TMS SA English                                                     5

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                                       ENGLISH TRANSLATION FOR INFORMATION ONLY



17) BUILDING  REGULATIONS - The Lessee shall ensure that the peacefulness of the
building and building  complex are not disturbed in any way by its fault or that
of its  employees or customers.  In  particular it undertakes  not to use in the
rented  premises  any  electric  or  other  appliance  preventing  the  radio or
television  from being heard without  equipping the said appliances with devices
that prevent all disturbance for those in the vicinity. It shall comply with the
building regulations,  if there are any, for good order,  cleanness and service,
and shall not use any noisy or dangerous appliance. It must not place or dispose
of anything at all outside the rented premises, even for a short period.

18) PAYMENTS - the Lessee must also respect:  town planning,  urban  development
zone and industrial estate job specifications and regulations,  and any internal
or co-ownership  regulations,  so that the Lessor never has any problems in this
respect.

19) OCCUPANCY - the Lessee  undertakes to personally and  constantly  occupy the
rented premises  carrying out the aforesaid trading or industrial  activity.  It
shall  not  be  able  to be  substituted,  on  any  grounds  whatsoever,  and in
particular under a business leasing agreement, by a third party in the enjoyment
of the rented premises.

20) SUB-TENANCY AND TRANSFER OF THE LEASE

20.1 - The Lessee is formally  prohibited  from subletting or lending the rented
premises completely or partly, even for a short period and free of charge

20.2 -  Notwithstanding  article 20.1, the Lessee shall be able to partly sublet
the premises that it occupies to one or more companies in its group on condition
that it obtains the prior express agreement of the Lessor. For this purpose, the
Lessee must provide the Lessor with a K- bis extract for any sub-tenancy and the
draft   sub-tenancy   contract.   This   subletting  does  not  cover  secondary
sub-tenants,  which are  prohibited.  The Lessee  shall  alone be liable for the
charges,  clauses and conditions of this lease.  It is expressly  agreed between
the Lessee and the Lessor that there is  indivisibility  of the rented  premises
and any partial  sub-  letting  must specify that all the premises to which this
lease relates form an indivisible  whole. At the expiry of this lease,  whatever
may be the  reason,  the  Lessor  shall not be bound to any  renewal of any sub-
tenancy  contract(s),  the Lessee  personally  dealing  with the eviction of any
sub-tenant.  The  Lessee  alone is liable in  respect  to the Lessor for all the
consequences of the sub-tenancies  thus granted,  in particular,  as regards any
necessary  repair of the premises,  both at the time of the  installation of any
sub-tenant and on its departure.

20.3 - The right to the lease shall only be  transferred in full and only to the
purchaser of the goodwill and in other cases subject to the prior  authorisation
in  writing of the  Lessor.  In all cases,  the Lessor  shall be called  upon by
extrajudiciary  process to call into play its  pre-emption  right,  as indicated
hereinafter,  and to  intervene  in the  lease  transfer  document  (and  in its
perfecting) of which a copy with the signatures shall be forwarded to it without
costs for it. The Lessee and any  successive  transferees  shall  continue to be
guarantors and sureties, jointly and severally bound to the lease conditions and
the payment of the rents and charges even prior to the  transfer,  which must be
specified in the  transfer  contract.  In the case of transfer of goodwill,  the
Lessee must notify by an  extrajudiciary  process the draft  contract in full to
the Lessor. The latter shall be able, within one month of this notification,  to
notify  the  Lessee  that  it  intends  exercising  its  pre-emption  right  and
undertakes to execute, in the place of the acquiring candidate,  the clauses and
conditions of the draft transfer contract.

20) LIABILITY - The Lessor is exempted, in particular,  from any liability, even
in the form of rent  reduction,  in the case of an interruption in the supply of
gas, water, electricity, central heating, hot water, etc.

21) BURGLARY - It is expressly  agreed  between the Lessee and the landlord that
the latter can,  in no way, be held liable for any  burglary of which the tenant
may be victim in the rented  premises or in the communal  part of the  building.
The tenant  undertakes  to  personally  ensure,  as it considers  suitable,  the
fencing,  protection and  surveillance  of the premises  rented to it and of its
personal belongings, the Lessor, by express agreement, not being responsible for
the surveillance of the building.

22) VISIT TO THE BUILDING - The Lessee  accepts as of now, in the event that the
Lessor wishes to sell its building,  to allow the rented  premises to be visited
by any person with an  authorisation  from the  landlord or its  representative,
every day from 10 a.m.  to 5 p.m.  The  Lessor  has the right to have the rented
premises visited, at its convenience, by its architect and to allow entry to all
the contractors  and workmen.  It shall also be possible for the rented premises
to be visited,  in the same conditions and between the same times, by any person
likely to rent the said  premises,  in the event of notice  given by the Lessee,
refusal of renewal by the Lessor,  premature termination of the lease or sale of
the rented premises.


Exhibit 4.4 TMS SA English                                                     6

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                                       ENGLISH TRANSLATION FOR INFORMATION ONLY




23) DESTRUCTION OF THE PREMISES - Not  withstanding  article 1722 of the Code of
Civil Law, in the case of destruction following fire or any incident affecting a
major part of the area of the rented premises, this lease shall be terminated as
of right if this  appears  appropriate  to the  landlord,  the Lessee  expressly
renouncing the right to keep the lease at a reduced rent.

24)  TOLERANCE - No act of  tolerance  on the part of the Lessor,  whatever  the
duration, shall create a right in favour of the Lessee.

25)  HANDING-BACK  OF THE  PREMISES  BY THE  LESSEE AT THE END OF  TENANCY - The
rented premises along with the fixtures,  fittings and improvements  carried out
by the Lessee shall be handed over without  indemnity  and in full  ownership to
the Lessor,  in good state of repair and maintenance  (including those concerned
by article 606 of the Code of Civil law for the fittings and  improvements  made
by the Lessee) even if the lease comes to an end by application of the avoidance
clause,  unless the Lessor prefers to require the rented premises to be put back
to their  original  condition,  the  costs to be born by the  Lessee.  One month
before the expiry of the lease, an inventory of fixtures shall be carried out in
the  presence  of both  parties  comprising  a listing of the works and  repairs
incumbent on the Lessee that must be carried out on the day of the expiry of the
lease,  which  the  Lessor  shall  come  to note so  that  the  Lessee  receives
discharge.  Failing the execution of these repairs, the Lessee shall pay, on its
departure, the cost of the corresponding works.

26) AVOIDANCE CLAUSE - It is expressly  agreed that failing payment,  on its due
date, of all or part of any sum  whatsoever  due by the Lessee on the grounds of
this contract,  as in the case of  non-execution of any one of the conditions of
this lease and one month  after  order to pay or  summons  to perform  remaining
without effect,  this lease shall be terminated as of right, if so wished by the
Lessor,  whether or not there is  prejudice  for the latter and without the need
for any legal  formality,  the said  termination as of right  resulting from the
notification of termination by extrajudiciary  process. If the tenant refuses to
leave the  premises,  it shall  suffice to force it for a simple  decision to be
given in summary  proceedings by the President of the Regional  Court,  the said
decision  being  provisionally  enforceable  notwithstanding  appeal and without
lodging of guarantee.  In this case, the rents in advance, the guarantee deposit
along  with an  indemnity  fixed  at twice  the  amount  of the  last  quarterly
instalment  in force  shall be  acquired  by the Lessor on the  grounds of first
termination indemnity, without prejudice to all others due.

27) PENALTY CLAUSE - In the case of non-payment exactly on their due date of the
sums  due  for  rent  and  incidental  costs  by  the  Lessee  according  to the
stipulations of the lease, the amount of each outstanding  payment shall, at the
expiry of 15 days as of the due date,  be  increased  by 10% as damages and this
without  prejudice  to any  application  of the  avoidance  clause.  By  express
agreement,  this  penalty  shall  apply  as  of  right  at  the  expiry  of  the
aforementioned  time  limit  without  need  for any  further  notification.  All
lawyer's fees and all bailiff's fees and emoluments,  for any  intervention  for
the  purpose of  collecting  the unpaid  rents at the agreed due date,  shall be
payable by the occupant as penalty  according to the meaning assigned in article
1152 of the Code of Civil  law,  in  addition  to the  interest  as of right and
repeatable costs.

28) LEASE CLAUSES - It is formally  agreed that none of the conditions  inserted
in the lease can be deemed to be  comminatory or for style but, to the contrary,
they must all be fully  executed  without  which  the lease  would not have been
concluded.

29) COSTS - The Lessee  shall  bear and be fully  liable for the costs for legal
documents, fees, duties, stamps and registration.

30)  DISPUTES - Disputes  relating to the  execution of this  document  shall be
referred,  as appropriate,  before the President of the Regional Court or before
the Regional Court itself in the Jurisdiction of LYON.

31)  ELECTION  OF  DOMICILE  - for  the  execution  of  this  document  and,  in
particular,  for the  notification  of all  extrajudiciary  processes  or  legal
action,  the Lessee elects  domicile in the rented premises even after departure
from the said premises.

32) FEES - The  Lessor  and  Lessee  acknowledge  that  this  contract  has been
negotiated by the Firm SOPREC, 59, Bd Vivier Merle 69429 LYON cedex 03

The share of the  remuneration to be borne by the Lessee is indicated in Chapter
II " special conditions "


Exhibit 4.4 TMS SA English                                                     7

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                                       ENGLISH TRANSLATION FOR INFORMATION ONLY




CHAPTER II - SPECIAL CONDITIONS


1 - DESCRIPTION

A building for use as offices located at 69120 VAULX EN VELIN 4, rue du Dauphine

Named B and C and more particularly the following lots:

Lots B1, B6-B7, lots B4-B5, lot B3 and Lot C3 on the basement of Lot A and C and
for archiving purposes.

With a rental area of roughly 3 325 M2, for offices and 410 m 2 for archives.

2 - DURATION

Nine full and consecutive  years, of which a firm period of 4 years,  the Lessee
expressly  renouncing its right to terminate at the end of the first  three-year
period.

3 - REFERENCE DATES

Date this lease comes into  effect:                              1 OCTOBER  2002
Date the  premises are made available:              at the latest 1 OCTOBER 2002

4 - PURPOSE

The Lessee's  activity:  research  into  electronic  and IT devices for treating
materials,  studies of  appliances,  and  manufacture  and  marketing of hi-tech
medical appliances.

5 - USE

Offices and/or laboratories

6 - TAX SYSTEM

Added value tax (VAT) applicable

7 - BASIC ANNUAL RENT

Basic rent excluding tax lots B1, B6, B7:                          104 240.95[E]

Basic rent excluding tax lots B4, B5:                               55 051.28[E]

Basic rent excluding tax lots B3:                                   20 725.91[E]

Basic rent excluding tax lots C3:                                   21 120.19[E]

BASIC ANNUAL RENT EXCLUDING TAX:                                   201 138.33[E]

VAT at 19.6 %                                                       39 423.11[E]

BASIC ANNUAL RENT INCLUDING ALL TAX:                               240 561.44[E]

Which works out to two hundred and forty  thousand  five  hundred and  sixty-one
euros and forty-four centimes.


8 - PAYMENT OF THE 1ST QUARTER


Payment of the first  complete  instalment of the rent plus  charges,  taxes and
similar as of 1st October 2002.




Exhibit 4.4 TMS SA English                                                     8

<PAGE>

                                       ENGLISH TRANSLATION FOR INFORMATION ONLY




9 - MINIMAL PROVISIONS FOR CHARGES

These are  estimated  at 14 380.70  [E] PER YEAR,  ALL TAXES  INCLUDED,  and are
called in  advance  quarterly  at the same  time as the  rent,  that is to say 3
595.18 [E] PER QUARTER, ALL TAXES INCLUDED, excluding refund of the property tax
that will be made on presentation of the corresponding receipt.

10 - GUARANTEE DEPOSIT

50 284.58 EUROS, representing three months' rent excluding tax and charges

11 - REFERENCE INDEX

INSEE  index for cost of  construction  that is to say 1159 for the 1st  quarter
2002

The first revision will be on 1ST JANUARY 2004

12 - OTHER SPECIAL CONDITIONS

The Lessee shall personally deal with electric, telephone and other connections,
and, in particular, the compartmentation.

13 - DESCRIPTION OF WORKS CARRIED OUT BY THE LESSOR

Safety works and renewal of the sanitaries are to be  planned,together  with the
air conditionned in some  areas.Details  of these works and financial  incidence
will be  described  in a separate  amendment,  upon  approval of the  definitive
specifications.

14 - CALM AND QUIET

Not withstanding  article 16 of the general  conditions,  it is hereby specified
that the Lessor already authorises the Lessee to use electric appliances, taking
into account its activity.

Thus done in duplicate, with a copy for each party.

In Lyon, on



The Lessee                                                           The Lessor



Exhibit 4.4 TMS SA English                                                     9

<PAGE>

                                       ENGLISH TRANSLATION FOR INFORMATION ONLY





                     APPENDIX 1 TO LEASE OF 1 OCTOBER 2002


MAISON ANTOINE BAUD, a joint-stock company with a capital of [E] 3,096,336 whose
registered  offices  are at ZI Les  Acilloux,  27,  Route du Cendre,  Cournon d'
Auvergne (Puy de Dome),  France and registered in Clermont-Ferrand  under the
number 855 201 521, represented by Yves Dupre, the Vice-Chairman of the Board of
Directors and party to the contract and after this simply called the Lessor

                                                  On the one part,

AND

the Company TMS S.A., Societe Anonyme [French limited company] with a capital of
[E] 3 166 488.00, with its registered office in VAULX EN VELIN (69120) 4, rue du
Dauphine,  recorded  in the Lyon  Trade  Registry  under the number 394 804 447,
represented  by  Mr.  Eric  Simon  Chairman  of the  Board  of  Directors,  duly
authorised for the purpose of this document,

                                                  On the other part,

The background is as follows:
--------------------------------------------------------------------------------
                                  ACCOUNT
--------------------------------------------------------------------------------

Under an administrative decision dated 1 October 2002, in Lyons, MAISON ANTOINE
BAUD  leased  premises at 4, rue du Dauphine, Vaulx en Velin, France to EDAP
TMS S.A. These premises consist of:

A building used  as  offices  (known  as  Office B and Office C) as well as the
following:

Part B1, B6-B7, parts B4-B5, part B3 and,
Part C3 of the ground floor for archiving.

The whole area covers approximately 3 325 square  metres  for  offices  and 410
square meters for archives.

This said, the following has been agreed:

Clause  5 in the original lease allowed various general terms to be enforceable
retrospectively and now contains the following addition:

The insured  lessee,  as  part  of the lease, agrees not to pursue an insurance
claim against the owner who might  otherwise  be  held liable in the event of a
fire, explosion or damage caused by water emanating  in  the building described
in  the  specific  terms  and  conditions. As a result, the lessee's  insurance
company will be absolved of any  duty that it might otherwise have had to claim
against the owner and his insurance  company  for  material damage and costs or
insured losses.

and,

The insured owner, as part of the lease, agrees not  to take action against the
lessee who might otherwise be held liable in the event  of a fire, explosion or
damage caused by water emanating from the buildings described  in  the specific
terms  and  conditions.  As  a  result,  the owner's insurance company will  be
absolved of any duty that it might otherwise  have  had  to  claim  against the
lessee or his insurance company for material damage and cost or insured losses.

All other clauses and conditions of the lease enforceable since 1 October  2002
that have not been amended by this document remain enforceable.

Drawn up in Cournon, on 15 October 2002
In two top copies

      The Lessor                                        The Lessee


Exhibit 4.4 TMS SA English                                                    10