<PAGE>   1
                                                                EXHIBIT 10.38

            SIEMENS                               Siemens Credit Corporation

                        EQUIPMENT LEASE  AGREEMENT
                        AGREEMENT #: l00-0001156-000
                                     ---------------
<TABLE>
<S>         <C>                                                       <C>
LESSOR:     SEMENS CREDIT CORPORATION                                 PAYMENT SCHEDULE

991 U.S. Highway 22, Suite 300, Bridgewater, NJ 08807-2956          LEASE TERM             NUMBER OF 
Administrative Offices:                                             (IN MONTHS)           LEASE PAYMENTS
5300 Broken Sound Blvd. N.W., Boca Raton, Fl 33487-3509                  72                    72
(800) 239-1043                                                      LEASE PAYMENT AMOUNT: $ 1-3=0
                                                                        4-72= $3,770.00 inclusive of  Sales Tax
LESSEE:     Brandon Diagnostic Center, LTD
            ----------------------------------------            ---------------------------------------------------------
                                                                 PAYMENT PERIOD:
            747 W Brandon Blvd.                                  x   MONTHLY        QUARTERLY        OTHER
            ----------------------------------------            ---             ---              ---
                                                                 PURCHASE OPTION PRICE: $ 1.00
            Brandon, Fl 33511
            ----------------------------------------             --------------------------------------------------------
                                                                 ADVANCED LEASE PAYMENTS:
                                                                 #(s)         N/A                TOTALING: $     N\A
EQUIPMENT                                                             ---------------------------           -----------
LOCATION:                                                        DUE DATE(S)
            Same as Above                                                               N\A
            ----------------------------------------             --------------------------------------------------------
                                                                                EQUIPMENT DESCRIPTION
            ----------------------------------------                         Sireskop CX as described in SMS Quote # 178920
                                                                 TOTAL EQUIPMENT COST:
SUPPLIER:   Siemens Medical Systems, Inc.                         $ 185,500.00 Equipment Cost
            ----------------------------------------              $   11,155.00 Fl. St & LC Tax
                                                                  -----------------------------
                                                                            $ 196,655.00 Balance Due
                                                                           $  63,475.00 Interest Cost
                                                TERMS AND CONDITIONS OF AGREEMENT

1. LEASE: Lessor hereby leases to Lessee and Lessee leases from Lessor, subject to the terms and conditions of this Equipment Lease
Agreement (herein "Lease"), the property described above (herein "Equipment").  Lessee acknowledges either that (a) Lessee has 
reviewed and approved any written Supply Contract covering the Equipment purchased from the supplier identified above (herein 
"Supplier"), or (b) Lessor has informed or advised Lessee, in writing, either previously or by the Lease, of the following: (i) the
identity of the Supplier, (ii) that Lessee may have rights under the Supply Contract and (iii) that Lessee may contact the Supplier
for a description of any such rights Lessee may have under the Supply Contract.  LESSEE ACKNOWLEDGES THAT NEITHER LESSOR NOR THE 
SUPPLIER IS AN AGENT OF THE OTHER AND NEITHER HAS AUTHORITY TO BIND THE OTHER.

                                                  (CONTINUED ON FOLLOWING PAGES)
------------------------------------------------------------------------------------------------------------------------------------
IN WITNESS WHEREOF, the parties hereto have duly executed the Lease as of the dates set forth below.  For all purposes hereof, the
date of the Lease shall be the date of Lessor's acceptance as set forth below.  Lessee acknowledges that no amendment lo the Lease 
shall be effective unless in writing signed by the parties hereto. 
                                                                        BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS 
                                                                        READ THE ENTIRE LEASE, THAT LESSOR OR ITS REPRESENTATIVES
                                                                        HAVE MADE NO AGREEMENTS OR REPRESENTATIONS EXCEPT AS SET 
                                                                        FORTH HEREIN AND THAT (S)HE IS DULY AUTHORIZED TO EXECUTE 
                                                                        THE LEASE ON BEHALF OF LESSEE.
ACCEPTED BY:

LESSOR:    SIEMENS CREDIT CORPORATION                                   LESSEE:  Brandon Diagnostic Center, LTD

BY:      /s/ Anne C. Mickens                                            BY:  /s/ Curtis L. Alliston
        --------------------------                                           ------------------------------
NAME:       Anne C. Mickens                                             NAME:   Curtis L. Alliston
        --------------------------                                           ------------------------------
TITLE:      Vice President                                              TITLE:  President
        --------------------------                                           ------------------------------
DATE:      1/22/97                                                      DATE:   9-24-96
        --------------------------                                           ------------------------------
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2. TERM AND LEASE PAYMENTS: The Lease shall become effective at the time of
Lessors acceptance of the Lease (by execution hereof) as its New Jersey address
set forth above, by an authorized representative of Lessor, and shall continue
in effect through the last day of the lease term specified above (herein "Lease
Term").  The Lease Term shall commence upon the earliest of (i) completion of
installation of the Equipment, (ii) first commercial use of the Equipment, or
(iii) sixty (60) days from shipment of the bulk of the Equipment if completion
of installation has been delayed due to causes beyond the reasonable control of
Lessor or Supplier; (herein "Commencement Date") and thereupon Lessee agrees to
execute and deliver to Lessor a delivery and acceptance certificate in a form
acceptable to Lessor.  For said Lease Term, Lessee agrees to pay to Lessor the
number of lease payments specified above, each in the amount specified above
(herein "Lease Payments") for  the payment periods specified above (herein
"Payment Periods"), including any Advance Lease Payments specified above, with
the first Lease Payment being due on the Commencement Date, and the remaining
Lease Payments being due on the same day of each consecutive Payment Period
thereafter for the duration of the Lease Term.  Any Advance Lease Payments will
be applied to Lease Payment # 1, then to the remaining Lease Payments in
reverse order.  Lessee agrees to pay on demand, as a late charge, 1.3% per
month limited by the maximum rate permitted by law, on all overdue payments
hereunder, whether such payments are due prior to or after a Default (as
hereinafter defined).  All payments provided for herein shall be payable at the
office of Lessor set  forth above, or at any other place designated by Lessor.
The Lease is a net lease and Lessee shall not be entitled to any abatement
of, reduction of, or set off against Lease Payments for any reason whatsoever.
The Lease may not be terminated or canceled for any reason whatsoever, except
as expressly provided herein.  No amounts hereunder may be prepaid.

3. DISCLAIMER OF WARRANTIES; LIMITATION OF REMEDY; LIMITATION OF LIABILITY:
Lessee has selected both the Equipment and the Supplier from whom at Lessee's
request Lessor agrees to purchase the Equipment, LESSEE ACKNOWLEDGES THAT
LESSOR HAS NO SPECIAL FAMILIARITY OR EXPERTISE WITH RESPECT TO THE EQUIPMENT.
LESSEE AGREES THAT THE EQUIPMENT LEASED HEREUNDER IS LEASED "AS IS" AND IS OF A
SIZE.  DESIGN AND CAPACITY SELECTED BY LESSEE AND THAT LESSEE IS SATISFIED THAT
THE SAME IS SUITABLE FOR LESSEE'S PURPOSES, AND THAT EXCEPT AS MAY OTHERWISE BE
SPECIFICALLY PROVIDED IN THE LEASE, LESSOR HAS MADE NO REPRESENTATION OR
WARRANTY AS TO ANY MATTER WHATSOEVER.  LESSOR DISCLAIMS, AND LESSEE HEREBY
EXPRESSLY WAIVES AS TO LESSOR, ALL WARRANTIES WITH RESPECT TO THE EQUIPMENT
INCLUDING BUT NOT LIMITED TO ALL EXPRESS OR IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY, CAPACITY OR
WORKMANSHIP, ALL EXPRESS OR IMPLIED WARRANTIES AGAINST PATENT INFRINGEMENTS OR
DEFECTS, WHETHER HIDDEN OR APPARENT, AND ALL EXPRESS OR IMPLIED WARRANTIES WITH
RESPECT TO COMPLIANCE OF THE EQUIPMENT WITH THE REQUIREMENTS OF ANY LAW,
REGULATION, SPECIFICATION OR CONTRACT RELATIVE THERETO.  IN NO EVENT SHALL
LESSOR BE LIABLE (INCLUDING WITHOUT LIMITATION, UNDER ANY THEORY IN TORTS) FOR
ANY LOSS OF USE, REVENUE, ANTICIPATED PROFITS OR SPECIAL, INDIRECT.  INCIDENTAL
OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE LEASE OR THE
USE, PERFORMANCE OR MAINTENANCE OF THE EQUIPMENT.  It the Equipment is not
properly installed, does not operate as represented or warrantied by the
Supplier, manufacturer and/or service company or is unsatisfactory for any
reason, Lessee shall make any claim on account thereof solely against the
Supplier, manufacturer and/or service company and shall, nevertheless. pay
Lessor all amounts payable under the Lease and shall not set up against
Lessee's obligations any such claims as a defense, counterclaim, deduction, set
off or otherwise.  For the Lease Term, for so long as no Default (as 
hereinafter defined) has occurred and is continuing, Lessor assigns to Lessee
(to the extent permitted by law) any right Lessor may have against the Supplier,
manufacturer and/or service company to enforce, at Lessee's expense (if any),
any product warranties with respect to the Equipment, provided however, Lessee
shall indemnity and defend Lessor from and against all claims, expenses,
damages, losses and liabilities incurred or suffered by Lessor in connection
with any such action taken.

4. TITLE IDENTIFICATION; PERSONAL PROPERTY: Lessee acknowledges that, subject
to the provisions of Section 10 hereof, title to the Equipment shall at all
times be vested in Lessor, and no right, title or interest in the Equipment
shall pass to Lessee other than, conditioned upon Lessee's compliance with and
fulfillment of the terms and conditions of the Lease, the tight to possess and
use the Equipment for the full Lease Term.  Lessee agrees not to sell, assign,
sublet, pledge, or otherwise encumber any interest in the Lease or the
Equipment and agrees to keep the same free from any lien, encumbrance, right of
distraint or any other claim which may be asserted by any third party.  Lessee
shall immediately notify Lessor in writing of any tax or other liens attaching
to the Equipment.  Lessor may require plates or markings to be affixed to or
placed on the Equipment indicating Lessor's interest.  Lessor and Lessee hereby
confirm their intent that the Equipment always remain and be deemed personal
property even though said Equipment may hereafter become attached or affixed to
realty, Lessee shall obtain all such waivers as Lessor may reasonably require
to acknowledge Lessor's title to and assure Lessor's right to remove the
Equipment, including any landlord and mortgagee waivers.

5. PAYMENT OF TAXES; GENERAL INDEMNIFICATION: Lessee shall pay promptly to
Lessor when due, all taxes, fees and assessments, including but not limited to,
all license and registration fees, sales, use, property, gross receipts,
excise, transaction, ad valorem, privilege. intangible, stamp or other taxes or
charges, together with any fines, penalties or interest thereon, now or
hereafter imposed by any


<PAGE>   3


governmental body, upon or with respect to, any of the Equipment or the use,
possession, ownership, leasing, operation, delivery or return thereof
(excluding however, franchise taxes and any taxes based on the net income of
Lessor).  Any fees, taxes or other amounts paid by Lessor upon failure of
Lessee to make such payments set forth in this Section 5 shall be payable by
Lessee to Lessor upon demand by Lessor. Lessee agrees to indemnity and hold
Lessor harmless from and against any and all claims, losses, damages,
penalties, actions, suits and liabilities (including negligence, tort and
strict liability), together with all reasonable legal costs and expenses in
connection therewith, incurred by Lessor which result from, or relate to, the
manufacture, purchase, ownership, maintenance, modification, delivery,
installation, possession, condition, use, acceptance, rejection, operation or
return of the Equipment.

6. INSTALLATION AND DELIVERY: Lessee shall provide a suitable installation
environment for the Equipment as specified in the applicable manufacturer's or
Supplier's manuals, and except as otherwise specified by the manufacturer or
Supplier, furnish all labor required for unpacking and placing each item of
Equipment in the desired location.  Lessee shall also be responsible for any
delivery, rigging, destination and installation charges charged by the
manufacturer or Supplier with aspect to the Equipment.

7. OPERATION; USE; INSPECTION: For the full Lease Term, Lessee shall operate
the Equipment in accordance with all applicable manufacturer and Supplier
manuals or instructions by fully qualified and duly authorized personnel only,
in accordance with all applicable laws and regulations.  The Equipment shall be
used for business purposes only and only for its normally intended purpose.
For said Lease Term, Lessee shall properly maintain the Equipment, or cause it
to be properly maintained, by a fully qualified service company, and shall
immediately notify Lessor in writing of the entity maintaining the Equipment
and of any change of such entity. Such maintenance shall be performed in
accordance with all requirements necessary to enforce all product warranty
rights.  All operating and maintenance costs with aspect to the Equipment shall
be borne by Lessee.  Lessee shall not: (a) use, operate or locate the Equipment
in any area excluded from coverage by any insurance required under the Lease;
(b) abandon the equipment; (c) alter the Equipment; (d) permit the Equipment
to be removed from the equipment location specified above (herein "Equipment
Location"), or any subsequent location, without the prior written consent of
Lessor, which consent shall not be unreasonably withheld; (e) without the
prior written consent of Lessor, allow the Equipment or any item of it, to be
affixed to realty in such manner as to cause the Equipment or such item to
become a fixture; or (f) without the prior written consent of Lessor, affix or
install any accessory, equipment or device on any item of Equipment if such
(i) is not readily removable, (ii) will impair the originally intended
function or use of such Equipment.  All additions, repairs, parts, accessories,
equipment and devices attached or affixed to any item of Equipment which are
not readily removable, shall become the property of Lessor and part of the
Equipment for all purposes here of.  Lessor shall have the right from time to
time during normal business hours to enter upon the Equipment Location or
elsewhere for the purpose of confirming the existence, condition or proper
maintenance of the Equipment.

8. RISK OF LOSS; INSURANCE: (a) Lessee agrees that it shall bear all risk of
loss, damage to or destruction of the Equipment.  Lessee shall give Lessor
prompt notice of any damage to or loss of the Equipment or of any occurrence
arising from the possession, use or operation of the Equipment resulting In
death or bodily injury, or damage to property.  In the event of damage to any
item(s) of Equipment, Lessee shall immediately place such item(s) in good
repair (with no abatement of Lease Payments), with the proceeds of any
insurance recovery applied to the cost of such repair.  Should any  item(s) of
Equipment become lost, stolen, destroyed, worn out, damaged beyond  repair,
condemned, confiscated, seized or requisitioned (herein "Event of Loss"),
Lessee shall, at the option of Lessor, either (i) replace the same with like
equipment in good repair (with no abatement of Lease Payments), or (ii) pay to
Lessor on the lease payment date immediately following such Event of Loss, the 
pro rata portion relating to such item(s) of the sum of (A) the remaining 
Lease Payments for the balance of the Lease Term and (B) the purchase option 
price specified above (herein "Purchase Option Price"), such sum discounted at 
the per annum rate implicit in the Lease assuming exercise by Lessee of any 
purchase option contained herein (herein "Lease Rate"), plus any other payments
due from Lessee to Lessor with respect to such item(s), whereupon the Lease 
shall terminate as to such item(s) and Lessor shall adjust the remaining Lease 
Payments and Purchase Option Price accordingly.

b) For the full Lease Term, Lessee, at its expense, shall maintain
comprehensive general liability insurance, and "fire and allied perils" and
"all risk" property insurance with respect to the Equipment (as primary
insurance for Lessee and Lessor), both in such amounts as Lessor shall require,
except that such property insurance shall be in an amount at least equal to the
greater of the full replacement value of the Equipment or the sum of the
remaining Lease Payments for the balance of the Lease Term, and such insurance
shall be placed with carriers acceptable to Lessor.  The liability insurance
policy shall name Lessor as additional insured and the property insurance
policy shall name Lessor as loss payee to the extent its interest may appear,
and both policies shall provide that they may not be canceled or altered
without at least thirty (30) days prior written notice to Lessor.  Lessee
irrevocably appoints Lessor its agent and attorney-in-fact for the purposes of
adjusting and settling any property insurance hereunder and endorsing in
Lessee's name any instruments or payments received in respect thereof.  Lessee
shall furnish to Lessor within thirty (30) days of delivery of the Equipment, a
certificate of insurance that such coverage is in effect, however.  Lessor
shall be under no duty either to ascertain the existence of or to examine such
insurance policies or to advise Lessee in the event that such insurance
coverage does not comply with the requirements hereof.

9. DEFAULT AND REMEDIES: (a) Any of the following shall constitute a default
by Lessee hereunder (herein "Default"); (i) failure by Lessee to pay any
amounts hereunder when due and such remains unremedied for a period of ten 
(10) days from the due date; or (ii) failure by Lessee to comply with any
provisions or perform any of its obligations arising under the Lease or under
any other documents or

<PAGE>   4


agreements related hereto and such remains unremedied by Lessee for a period of
twenty (20) days: or (iii) any representations or warranties made or given by
Lessee in connection with the Lease or any other document or agreement related
hereto were false or misleading in a material way when made; or (iv) subjection
of the Equipment to levy or execution or other judicial process which is not or
cannot be removed within thirty (30) days from the subjection thereof; or the
imposition of any unauthorized lien on or transfer of the Equipment by or
through Lessee; or (v) commencement of any insolvency, bankruptcy or similar
proceedings by or against Lessee or any guarantor of any of Lessee's
obligations hereunder (herein "Guarantor"), including any assignment by Lessee
or any Guarantor for the benefit of creditors, and in the case of any such
involuntary proceedings, such is not dismissed within thirty (30) days of
institution; or the inability of Lessee to generally pay its debts as they
become due; or (vi) any act of Lessee which imperils the value of the Equipment
or the prospect of full performance of Lessee's obligations hereunder,
including but not limited to the liquidation or dissolution of Lessee or the
commencement of any acts relative thereto, or without the prior written consent
of Lessor, any sale or other disposition of all or substantially all of the
assets of Lessee, or any merger or consolidation of Lessee unless Lessee is the
surviving entity, or the cessation of business by Lessee; or (vii) a default by
Lessee under any other agreement or note with Lessor or any assignee of the
Lease; or (viii) the death or dissolution of Lessee or of any Guarantor, the
withdrawal of any partner of Lessee if Lessee is a partnership, or the
inability of Lessee or of any Guarantor hereunder to perform any of the
obligations contained herein or in any applicable guaranty.

(b) Upon any Default, Lessor may exercise any one or more of the following
remedies (which remedies shall be cumulative to the extent permitted by law):
(i) terminate the Lease; (ii) declare all remaining Lease Payments for the
balance of the Lease Term discounted at the Lease Rate, plus all other amounts
due from Lessee hereunder immediately due and payable in full, whereupon such
shall become immediately due and payable; (iii) secure peaceable repossession
and removal of the Equipment by Lessor or its agent without judicial process;
(iv) demand and Lessee shall return the Equipment to Lessor in accordance with
Section 11 hereof; (v) sell, lease or otherwise dispose of the Equipment at
public or private sale without advertisement or notice except that required by
law, upon such terms and at such place as lessor may deem advisable and Lessor
may be the purchaser at any such sale; (vi) demand and Lessee shall pay all
expenses in connection with the Equipment elating to its retaking,
refurbishing, selling or the like; (vii) exercise any other right or remedy
which may be available to it under the Uniform Commercial Code or any  other
applicable law.  In the event that Lessor disposes of the Equipment pursuant to
this Section 9(b), Lessee shall be liable for any deficiency remaining after
such disposition and application of the resulting net proceeds, less the
Purchase Option Price discounted at the Lease Rate, to Lessee's obligations
hereunder in the order of application as Lessor shall elect.

10. PURCHASE OPTION: Provided no Default has occurred and is continuing and
provided the Lease shall not have previously terminated, Lessee shall have the
option, exercisable by written notice to lessor received by Lessor at least
ninety (90) but not more than one hundred eighty (180) days before the
expiration of the Lease Term, to purchase on the day following the last day of
such Lease Term (herein "Purchase Date"), all but not less than all of the
Equipment subject to the Lease for he Purchase Option Price.  Provided Lessee
has exercised such option, Lessee shall pay to Lessor on the Purchase Date the
aforementioned Purchase Option Price in cash, together with all sales and other
taxes applicable to the transfer of the Equipment and any other amounts as may
then be due and owing hereunder, whereupon Lessor shall transfer its interest
in the equipment to Lessee without recourse or warranty, on an as-is, where-is
basis.  In the event that Lessee falls to exercise such purchase option, Lessee
shall (upon termination of the Lease) return the Equipment to Lessor on demand,
in accordance with the provisions of Section 11 hereof.
    
11. RETURN OF EQUIPMENT: Upon demand of Lessor pursuant to Section 9 or 10
hereof, Lessee, at its own risk and expense, shall immediately return the
equipment to Lessor, packed for shipment in accordance with manufacturer's
specifications, in good working order and eligible for manufacturer's
maintenance, if available, freight prepaid and insured, to such location within
the continental United States as Lessor shall designate.

12. LESSEE REPRESENTATIONS AND ASSURANCES: Lessee represents; that it is duly
organized and validly existing under the laws of its state of organization and
by consummation of this transaction, Lessee is not in violation of any
governmental statute or regulation, nor will consummation of this transaction
cause any reach, default or violation of the organizational or charter
documents or any judgment, decree or agreement, all as may apply to Lessee:
that this transaction was duly authorized by all appropriate action by Lessee;
and the Lease is enforceable in accordance with its terms. Lessee shall
promptly execute and deliver to Lessor such further documents and take such
further action as Lessor may reasonably request in order to more effectively
carry out the intent and purpose of the Lease. Lessee shall provide Lessor with
audited and other financial statements and such other information as Lessor
shall reasonably request from time to time.

13. NOTICES; CHANGES; SECURITY: Notices, requests or other communications
required hereunder to be sent to either party shall be in writing and shall be
(a) by United States first class mail, postage prepaid, and addressed to the
other party at the address specified above (or to such other address as such
party shall have designated by proper notice) or (b) by personal delivery.
Lessee consents to service of process by certified mail at its address above
(or to such other address as cases shall have designated by proper notice) in
connection with any legal action brought by Lessor.  Lessee authorized Lessor
to fill in descriptive material herein (including serial numbers) and to
correct any patent errors hereunder, In the event the Lease is deemed to be
intended as security, Lessor shall have, to secure all payments and all other
obligations of Lessee to Lessor hereunder, a security interest in the Equipment
together with all accessions. attachments, replacements,

<PAGE>   5


substitutions, modifications and additions thereto, now or here after acquired,
and all proceeds thereof (including insurance proceeds).  Lessee shall execute
and authorizes Lessor to file with such authorities and at such locations as
Lessor may deem appropriate, Uniform commercial Code financing statements
relating to the Equipment and/or the Lease, and Lessee agrees to reimburse
Lessor upon demand for all costs incurred relative thereto.  In addition,
Lessee hereby irrevocably appoints  Lessor its agent and attorney-in-fact to
execute in the name of Lessee and file any Uniform Commercial Code financing
statements or security agreements with respect to the Equipment in any place
Lessor deems necessary.  Lessee also agrees that an original or a photocopy of
the Lease (including any addenda, attachments and amendments hereto) may be
filed by Lessor as a Uniform Commercial Code financing statement.  Lessee
agrees lo immediately notify Lessor in writing of any change in Lessee's name
or address, identity, corporate structure, social security or taxpayer
identification number as applicable. or discontinuance of any of its place(s)
of business.

14. ASSIGNMENT BY LESSOR: LESSOR MAY ASSIGN OR TRANSFER ALL OR ANY INTEREST OF
LESSOR IN THE LEASE OR THE EQUIPMENT WITHOUT NOTICE TO LESSEE.  UPON NOTICE OF
SUCH ASSIGNMENT LESSEE AGREES TO PAY DIRECTLY TO ASSIGNEE WITHOUT ABATEMENT,
DEDUCTION OR SET OFF ALL AMOUNTS WHICH BECOME DUE HEREUNDER AND FURTHER AGREES
THAT IT WILL NOT ASSERT AGAINST ASSIGNEE ANY DEFENSE, COUNTERCLAIM OR SET OFF
FOR ANY REASON WHATSOEVER IN ANY ACTION FOR PAYMENT OR POSSESSION BROUGHT BY
ASSIGNEE.  Upon any such assignment, such assignee (herein "Assignee") shall
have and be entitled to any and all rights and remedies of Lessor hereunder,
all references in the Lease to Lessor shall include Assignee except that
Assignee shall not be chargeable with any obligations or liabilities of Lessor
hereunder.  Lessee acknowledges that any assignment or transfer by Lessor shall
not materially change Lessee's duties or obligations under the Lease nor
materially increase the burdens or risks imposed on  Lessee.  Lessee shall (it
requested by Lessor) acknowledge in writing any assignments (including any
material terms of the Lease) in a form supplied by Lessor.

15. MISCELLANEOUS: THE LEASE CONTAINS THE COMPLETE AGREEMENT OF THE PARTIES
WITH RESPECT TO ITS SUBJECT MATTER AND SUPERSEDES AND REPLACES ANY PREVIOUSLY
MADE PROPOSALS, REPRESENTATIONS, WARRANTIES OR AGREEMENTS WITH RESPECT THERETO.
LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS
OR OBLIGATIONS UNDER THE LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF
THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR.  The Lease shall be
binding upon and insure to the benefit of the parties hereto, their legal
representatives, permitted successors and assigns.  THE PARTIES HERETO WAIVE
ALL RIGHTS TO A JURY TRIAL IN ANY LITIGATION ARISING FROM OR RELATED IN ANY WAY
TO THE LEASE, OR THE TRANSACTION CONTEMPLATED HEREBY.  No waiver hereunder
shall be effective unless in writing, signed by the party to be charged.  No
failure to exercise, no delay in exercising, and no single or partial exercise
on the part of Lessor of any right, remedy, or power hereunder. shall operate
as a waiver thereof or preclude Lessor from exercising any other right, remedy
or power hereunder.  Any provision of the Lease which is unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability, without invalidating the remaining
provisions hereof.  No action, regardless of form, arising out of the Lease may
be brought by Lessee more than two (2) years after the cause of action has
accrued.  The representations, warranties. obligations, and indemnities of
Lessee under the Lease shall survive the termination of the Lease to the extent
required for their full observance and performance.  The obligations of each
co-maker (if any) of the Lease shall be primary, joint and several. In the
event that Lessee fails to meet any of its obligations hereunder, Lessor may at
its option satisfy such obligation and Lessee shall reimburse Lessor on demand
therefor.  In the event that legal or other action is required to enforce
Lessor's rights under the Lease (including the exercise of remedies under
action 9 hereof), Lessee agrees to reimburse Lessor on demand for its 
reasonable attorneys' fees and its other related costs and expenses.  In 
addition, notwithstanding any applicable state laws to the contrary, Lessee 
agrees to reimburse Lessor for all reasonable attorneys' fees incurred by it 
incident to any action proceeding involving the Lessee brought pursuant to the 
Bankruptcy Code, as amended, which are allowable under Section 506(b) thereof. 
The captions in the Lease are for convenience only and shall not define or 
limit any of the terms hereof.  THE LEASE SHALL BE GOVERNED AND CONSTRUED IN 
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY WITHOUT GIVING EFFECT TO 
THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

ELA.MFPO 6/96