EXHIBIT 4.2(b)

ENGLISH TRANSLATION
FOR INFORMATION ONLY

APPENDIX NO. 2 TO
LEASE DATED SEPTEMBER 25, 2002

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

| | On
the one part,
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AND

the Company Technomed
Medical Systems S.A. (TMS S.A.),Société Anonyme [French
limited company] with a capital of  3 166 488.00, with its registered office in
VAULX EN VELIN (69120) 4, rue du Dauphiné, recorded in the Lyon Trade Registry
under the number 394 804 447, represented by Mr. Hugues de Bantel, Chairman of the Board
of Directors, duly authorised for the purpose of this document, party to the contract and
after this simply called the Lesse

| | On
the other part,
| | ------------------

The background is as
follows:

ACCOUNT

Under an
administrative decision dated September 25, 2002, in Lyons, MAISON ANTOINE BAUD leased
premises at 4, rue du Dauphiné, Vaulx en Velin, France to EDAP TMS S.A. These
premises consist of:

In Building B: parts
B1, B6-B7, parts B4-B5, part B3 and,In Building C: 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:

Following a
restructuration of the EDAP TMS Group, on May 6, 2004 the Lessee met with the Lessor in
order to partially cancel its current leasing contract, for the part C3 representing 410
square meters of archiving in the ground floor of the Building C. In parallel, the Lessor
will make available to the Lessee an additional area in Building B (part B2) currently
leased by the Company SOPARA, and which surface is representing 825 m2, for an annual
lease of 39,617.80 . This additional area will be available as from October 1, 2004.

The Lessor and the
Lessee decided collectively to amend the current leasing contract as of October 1, 2004.

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ENGLISH TRANSLATION
FOR INFORMATION ONLY

Buildings:

The parties agree
that, as from June 30, 2004, the above mentioned leasing contract dated September 25, 2002
do not include the Building C (part C3) reprensenting 410 square meters of archiving any
longer.

As from October 1,
2004, Le Lessor commits to make the additional area B2, representing 825 square meters in
the Building B, available to the Lessee.

Both parties agree
that, as from October 1, 2004, the leasing of this additional area will be submitted to
the same regulations stipulated in the leasing contract dated September 25, 2002, and for
the duraction of this latter contract.

Leasing price:

Consequently, the
total annual leasing price which amounted 205,303.40  will increase to 223, 363.68
 as from October 1, 2004.

Deposit:

On the fourth quarter
payment, the Lessee will pay the Lessor 4,515.07  in addition to the deposit already
paid for the leasing of part B2.

All other resolutions
remain unchanged.

To execute the
current contract, the parties elect domiciliation at

Cournon dAuvergne
(69800) 27, route du Cendre ZI Les Acilloux, for the Lessor,

Vaulx-en-Velin (69120)
4, rue du Dauphiné, for the Lessee.

Made in two originals,

Cournon, on

|The Lessor | The Lessee
|---------- | ----------

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