EXHIBIT 10.11  FIRST
AMENDMENT TO LEASE  THIS FIRST AMENDMENT TO
LEASE is made and entered into as of May 5, 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 1, 1996 (the Lease) pursuant to which Lessor leased to Lessee
and Lessee hired from Lessor 4,468 sq.ft. (the Premises) of the building
commonly known as 5520 Ekwill Street, Santa Barbara, California (the
Building).  B.            Lessee currently subleases from Geodynamics Corporation
an additional 15,956 sq.ft. in the Building (the Additional Space). Lessees
sublease with Geodynamics Corporation expires February 28, 1997. Lessee desires
to lease directly from Lessor the Additional Space effective upon the
termination of Lessee's Sublease with Geodynamics Corporation on the terms and
conditions described in the Lease.  NOW, THEREFORE, in
consideration of the premises described above, and other good and valuable
consideration, the parties agree as follows:  1.             BASIC
LEASE PROVISIONS  Effective March 1, 1997,
Items 2 and 3 of the Basic Lease Provisions of the Lease Provisions of the
Lease are deleted in their entirety and replaced with the following:  2.           Leased Area: 
20,424 Square Feet.  3.             Lessees Percentages: 
Building:  48:10%; Common
Area:  24.09%.  2.             COMMENCEMENT
OF TERM  The term of the Lease for
the Additional Space shall commence on March 1, 1997 and terminated on July 31,
2005.  CONFIDENTIAL [SEAL OF McGHAN MEDICAL CORPORATION PROPRIETARY INFORMATION]  
   3.             RIGHT
TO EXTEND  The right to extend the term
of the Lease set forth in Section 2.3 shall apply to both the Premises and the
Additional Space in their entirely.  4.             INITIAL
ANNUAL RENT  The Initial Annual Rent for
the Additional Space shall be a per sq.ft. amount equal to the per sq. ft. rent
then payable under the terms of the Lease as to the Premises, multiplied by the
total square footage in the Additional Space of 15,956 sq. ft. Rental
installments for the Additional Space shall be adjusted at the same time and in
the same manner as rental adjustments for the Premises. The rental adjustment
effective January 1, 1998, shall be based upon the change in the index for the
full prior 12 months so as to remain equal to the per sq. ft. rent payable
under the Lease with respect to the Premises.  5.             ADDITIONAL
RENT  Lessee shall pay Additional
Rent for the Additional Space on the same terms and conditions as for the
Premises. Lessees proportionate share of all Building Operating Expenses of
the Premises and the Additional Space is 48.10%. Lessees proportionate share
of Common Area Operating Expenses for the Premises and the Additional space is
24.09%.  6.             SECURITY
DEPOSIT  As soon as the Initial
Annual Rent for the additional space is known, but no later than March 1, 1997,
Lessee shall deliver to Lessor cash in an amount equal to the first months
rent for the Additional Space, which sum shall be added to the security deposit
previously delivered to Lessor with respect to the Premises. The initial
security deposit for the Premises and the additional security deposit delivered
with respect to the Additional Space shall be treated as a single deposit and
used, applied or attained by Lessor on the terms and provisions in Paragraph 4
of the Lease.  2 
   7.             CONDITION
OF ADDITIONAL SPACE  Lessee acknowledges and
agrees that is has been in possession of the Additional Space for an extended
period of time and is fully familiar with the condition thereof, and accepts
the Additional Space strictly on an AS IS basis.  8.             NO
FURTHER AMENDMENTS  Except as expressly set
forth herein, all of the terms and provisions of the Lease are hereby ratified
and approved and shall constitute the agreement of the parties for the lease of
the Premises and the Additional Space.  IN WITNESS WHEREOF, the
parties have executed this First 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  3