EXHIBIT 10.10  SECOND
AMENDMENT OF LEASE  THIS SECOND AMENDMENT OF
LEASE is made and entered into on May    
, 1996, between EKWILL PARTNERS, Ltd., a California limited Partnership
(Lessor) and McGHAN MEDICAL CORPORATION, a California corporation (Lessee).  RECITALS:  A.    Lessor and Lessee entered into a Lease dated
for reference May 23, 1989 (the Lease) pursuant to which Lessor leased to
Lessee and Lessee hired from Lessor 27,992 sq.ft (the Premises) on the first
and second floors of the building commonly known as 5540 Ekwill Street, Santa
Barbara, California (the Building).  B.    The Lease was amended by a First Amendment
of Lease dated for reference August 20, 1992 (the First Amendment).  C.    The term of the Lease, as amended, expires
July 31, 1996.  D.    The Lease grants Lessee an option to extend
the term for an additional period of 7 years. The parties have agreed to delete
this option right in consideration of Lessees agreement to lease the Premises
for an additional period of 10 years commencing August 1, 1996.  E.    The parties desire to memorialize the
extension of the term of the Lease, as amended.  NOW, THEREFORE, in consideration of the premises described above, and
other good and valuable consideration, the parties agree as follows:  1.             INCORPORATION OF RECITALS  The recitals set forth above are incorporated herein as if fully set
forth at this point.  CONFIDENTIAL [SEAL OF McGHAN MEDICAL CORPORATION PROPRIETARY INFORMATION]   1 
   2.             EXTENSION
OF TERM  Lessee agrees to lease the
Premises for a 10-year period commencing August 1, 1996, and expiring July 31,
2005. Lessee acknowledges that it has accepted and currently is in possession
of the Premises.  3.             RENT  The Initial Annual Rent for
the Premises during the extended term shall be $ 382,930.56, payable in equal
monthly installments of $31,910.88 commencing August 1, 1996, and commencing
monthly thereafter.  Effective January 1, 1997,
and effective January 1 of each subsequent year during the extended term, the
Initial Annual Rent shall be adjusted as provided in Section 3.5 of the
Lease.  The rental adjustment effective
January 1, 1997, shall be based upon the change in the Index for the full prior
12 months.  4.             ADDITIONAL
RENT  In addition to the Initial
Annual Rent, Lessee shall pay the Additional Rent as provided in Section 3.2 of
the Lease. For purposes of Article 3 of the Lease, Lessees Building Percentage
is 66.12% and Lessees Common Area Percentage is 33.06%. Lessee shall continue
to pay 49% of the electrical charges for common meter shared by Lessee and
EG&G.  5.             SECURITY
DEPOSIT  On or before August 1, 1996,
Lessee shall deliver to Lessor cash in an amount sufficient to increase the
total security deposit held by Lessor to $31,910.88. The increased security
deposit shall be used, applied, and retained by Lessor on the terms and
conditions described in the Lease.  6.             FURTHER
AMENDMENTS TO LEASE  Article 20 of the Lease is
deleted in its entirety.  Paragraphs 1, 2.1, 2.3, 3.1,
3.4(a), 3.4(c), 3.5,4, 20.5.1, 20.6, and 
20.7 of the Addenda to the Lease are deleted in their entirety.  2 
   7.             FIRST
RIGHT TO LEASE ADDITIONAL SPACE  In the event that additional
space within the Building (the Additional Space) shall become available
during the term of this Lease and Lessee is not then in default under the terms
of this Lease or the 5520 Lease (described below), Lessor shall give Lessee
written notice of Lessees first right to lease such Additional Space. The
Notice from Lessor shall describe the Additional Space, including any unique
features thereof, and the date upon which the lease for the Additional Space
will commence. The lease for the Additional Space shall commence upon the date
that the Additional Space is first available for occupancy and shall continue
for a term coincidental with the term of this Lease. The terms and conditions
of the lease for the Additional Space shall be the same as the terms of this
Lease, including without limitation the per square foot rental payable
hereunder and the obligation of the Lessee to pay Additional Rent. Rental
adjustments for the lease for the Additional Space shall be made to coincide
with rental adjustments under this Lease. The lease of the Additional Space
shall be strictly on an AS IS basis, and Lessor shall have no obligation to
make any changes, alterations, modifications or repairs whatsoever to the
Additional Space.  Lessee shall have 10
business days from the date of receipt of Lessors written notice to agree to
lease the Additional Space.  Lessees
election to lease the Additional Space shall only be effective if its written
agreement to lease is received by Lessor within said time period and is accompanied
by a check in an amount equal to the full first months rent plus a security
deposit of one months rent (collectively the Additional Space Deposit). In
the event Lessee fails to give timely written notice to Lessor of its agreement
to lease the Additional Space together with the required Additional Space
Deposit, Lessees rights hereunder shall terminate and Lessor shall be free to
lease or otherwise treat the Additional Space as it sees fit. Upon receipt of
Lessees agreement to lease the Additional Space and the Additional Space Deposit,
Lessor shall prepare an amendment to this Lease and deliver it to Lessee.
Lessee shall execute and return the amendment to Lessor within 10 business days
of receipt.  3 
   8.             5520
LEASE  Concurrently with execution
of this Second Amendment to Lease, Lessee has executed a Lease with Lessor for
certain space in an adjacent building at 5520 Ekwill Street, Santa Barbara,
California (the 5520 Lease). Any default by the Lessee under the 5520 Lease
shall constitute a default under the terms of this Lease, as amended.  9.             NO
FURTHER CHANGES  Except as expressly modified
and amended herein, all of the terms and provisions of the Lease, as modified
by the First Amendment, are hereby ratified and approved.  IN WITNESS WHEREOF, the
parties have executed this Second Amendment as of the date first written above.  LESSOR:
  EKWILL PARTNERS, LTD., a
  Californialimited partnershipBy
  /s/ Jeffrey C. BermantJeffrey C. Bermant,General Partner130 Cremona Drive, Suite DGoleta, CA 93117LESSEE:
  McGHAN MEDICAL CORPORATIONBy
  /s/ Donald K. McGhanDonald K. McGhan,Chief Executive Officer5540 Ekwill StreetSanta Barbara, CA 93111  4 
   9.
  
  Broker(s):
  
  None10.
  
  Parking
  Spaces Provided:
  
  1211.
  
  Address
  for Payments
  and Notices (if different
  from below:
  
  None  12.Submission of
this instrument for examination or signature by the Lessee does not constitute
a reservation of or option for space and it is not effective as a lease or
otherwise until execution by both the Lessee and the Lessor. This document will
be deemed withdrawn by the Lessor if not executed by the Lessee and delivered
to the Lessor by                         .  IN WITNESS WHEREOF, the parties hereto have
executed this Lease, consisting of the foregoing Basic Lease Provisions,
Articles 1 through 17 which follow, and any attached Exhibits or Addendums, as
of the date first above written.  LESSOR:Date:                    , 1996
  
  
  EKWILL
  PARTNETS, LTD., a Californialimited
  partnershipBy:
  /s/ Jeffrey C. BermantJeffrey C. Bermant,General PartnerAddress:130 Cremona Drive, Suite DGoleta, CA 93117LESSEE:Date:                      , 1996
  
  
  McGHAN
  MEDICAL CORPORATIONBy:
  /s/ Donald C. McGhanDonald C. McGhanChief Executive OfficerAddress:5540 Ekwill StreetSanta Barbara, CA 93111  5