EXHIBIT 10.10

GE Capital Healthcare Financial Services


                    MASTER SECURITY AGREEMENT
                     DATED AS OF 12/26/2002

     THIS  MASTER SECURITY AGREEMENT is between General  Electric
Capital Corporation (together with its successors and assigns, if
any,  "Secured  Party")  and the undersigned  Debtor  ("Debtor").
Secured  Party  has  a mailing address at P.0.  Box  414,  W-490,
Milwaukee, WI 53201-0414.  Debtor is a Corporation organized  and
existing  under  the  laws of the State of California.   Debtor's
mailing  address  and  chief place of business  is  21101  Oxnard
Street,  Woodland Hills, CA 91367.  This Agreement  contains  the
general  terms that apply to the financing of Equipment  (defined
below).   Additional terms that apply to the Equipment  shall  be
contained  on  a  schedule ("Schedule") and in the  GE  Equipment
Addendum or the Non-GE Equipment Addendum, as the case may be.

1.   FINANCING, TERM AND TERMINATION:

     (a)   In  the case of equipment manufactured by the  General
Electric  Company  or  its affiliates ("GE  Equipment"),  Secured
Party agrees to sell to Debtor and Debtor agrees to purchase from
Secured  Party  the GE Equipment.  In the case of  equipment  not
manufactured  by the General Electric Company or  its  affiliates
("non-GE  Equipment"), Secured Party agrees to  finance  Debtor's
purchase  of  the  non-GE  Equipment.  GE  Equipment  and  non-GE
Equipment  shall  be referred to herein as the "Equipment".   All
units  of  Equipment  and other property,  and  all  accessories,
upgrades,  additions, substitutions, replacement parts and  tools
pertaining  thereto are further described in any Schedule  signed
by both parties.

(b)  This Agreement shall be effective as of the date stated
above and, unless sooner terminated by Secured Party as
hereinafter provided, shall continue until all of Debtor's
obligations hereunder or under any Schedule(s) are fulfilled.
The term of each Schedule is as specified in the Schedule and
commences upon the Term Commencement Date (defined in
subparagraph (c) below).  In the event of a conflict between
provisions of this Agreement and a Schedule, the provisions of
the Schedule shall control.

(c)  The "Term Commencement Date" shall begin on (A) in the case
of GE Equipment, the earlier of (i) five days after the date the
Debtor is notified the Equipment has been assembled and is
operating in accordance with the manufacturer's published
performance specifications or (ii) the date the Debtor first uses
the Equipment or (B) in the case of non-GE Equipment the date
when Debtor has accepted the Equipment.  However, if the GE
Equipment's installation and availability for first use is
delayed for any reason for which the Secured Party is not
responsible, the GE Equipment's availability for first use may,
at Secured Party's discretion, be declared to be 30 days after
the date the GE Equipment is delivered.

2.    CREATION  OF SECURITY INTEREST:  Debtor grants  to  Secured
Party,  its  successors and assigns, a security interest  in  and
against   the  Equipment  and  in  and  against  all   additions,
attachments,  accessories and accessions to  such  property,  all
substitutions,  replacements  or  exchanges  therefor,  and   all
insurance and/or other proceeds thereof.  This security  interest
is  given  to  secure the payment and performance of  all  debts,
obligations and liabilities of any kind whatsoever of  Debtor  to
Secured  Party, now existing or arising in the future, from  time
to time identified on a Schedule and any renewals, extensions and
modifications of such debts, obligations and liabilities.

3.   MONTHLY INSTALLMENTS/DOWN PAYMENT:  Debtor shall pay monthly
installments to Secured Party at its address stated above, except
as otherwise directed by Secured Party.  Installments shall be in
the amount set forth in the applicable Schedule and are due in
advance beginning on the Term Commencement Date and on the same
day of each consecutive month thereafter.  If any down payment
(as stated in the Schedule) is payable, it shall be due when the
Debtor signs the Schedule.  The down payment shall be applied in
the manner set forth under such Schedule.  Subject to set-off for
payments made or expenses incurred by Secured Party, Secured
Party will refund the down payment paid by Debtor with respect to
a Schedule if the Schedule is terminated in writing, before any
part of the Equipment is delivered to the Site, (i) by Secured
Party or Debtor as a direct result of the other's material breach
of a material term or condition of that Schedule or (ii) by
mutual written agreement between the parties.  If a monthly
installment is not paid within ten days of its due date, Debtor
agrees to pay a late charge of five cents ($0.05) per dollar on.
and in addition to, the amount of such installment but not
exceeding the lawful maximum, if any.  All other payments
received by Secured Party shall first be applied to any accrued
late charge(s) and other monies due Secured Party hereunder and
then to any unpaid installments.

4.   TAXES:  If permitted by law, Debtor shall report and pay
promptly all taxes, fees and assessments due, imposed, assessed
or levied against any Equipment (or purchase, ownership,
delivery, leasing, possession, use or operation thereof), this
Agreement (or any receipts hereunder), any Schedule, Secured
Party or Debtor by any governmental entity or taxing authority
during or related to the term of this Agreement, including,
without limitation, all license and registration fees, and all
sales, use, personal property, excise, gross receipts, franchise,
stamp or other taxes, imposts, duties and charges, together with
any penalties, fines or interest thereon (collectively "Taxes").
Debtor shall have no liability for Taxes imposed by the United
States of America or any state or political subdivision thereof
which are on or measured by the net income of Secured Party.
Debtor shall promptly reimburse Secured Party (on an after tax
basis) for any Taxes charged to or assessed against Secured
Party.  Debtor shall send Secured Party a copy of each report or
return and evidence of Debtor's payment of Taxes upon request by
Secured Party.

5.   REPORTS:

     (a)  If any tax or other lien shall attach to any Equipment,
Debtor  will  notify Secured Party in writing,  within  ten  days
after  Debtor becomes aware of the tax or lien.  The notice shall
include  the full particulars of the tax or lien and the location
of such Equipment on the date of the notice.

    (b)  Debtor will deliver to Secured Party, Debtor's complete
financial statements, certified by a recognized firm of certified
public accountants within 90 days of the close of each fiscal
year of Debtor.  Debtor will deliver to Secured Party copies of
Debtor's quarterly financial report certified by the chief
financial officer of Debtor, within 90 days of the close of each
fiscal quarter of Debtor.  Debtor will deliver to Secured Party
all Forms 10-K and 10-Q, if any, filed with the Securities and
Exchange Commission within 30 days after the date on which they
are filed.

    (c)  Debtor will promptly notify Secured Party of any change
in Debtor's state of incorporation or organization.

6.   MAINTENANCE:

     (a)  Debtor will, at its sole expense, maintain each unit of
Equipment  in  good operating order and repair, normal  wear  and
tear  excepted.  The Debtor shall also maintain the Equipment  in
accordance  with  manufacturer's recommendations.   Debtor  shall
make aft alterations or modifications required to comply with any
applicable  law,  rule  or regulation during  the  term  of  this
Agreement.  If Secured Party requests, Debtor shall affix plates,
tags  or  other identifying labels showing ownership  thereof  by
Debtor and Secured Party's security interest.

     (b)  Debtor will not attach or install anything on any Equip-
ment that will impair the originally intended function or use of such
Equipment without the prior written consent of Secured Party.
All additions, parts, supplies, accessories, and equipment
("Additions") furnished or attached to any Equipment that are not
readily removable shall become the property of Secured Party.
All Additions shall be made only in compliance with applicable
law.  Debtor will not attach or install any Equipment to or in
any other personal or real property without the prior written
consent of Secured Party.

7.    INSURANCE:  Debtor agrees at its own expense, to  keep  the
Equipment insured with companies acceptable to Secured Party  for
such  amounts  and  against such hazards  as  Secured  Party  may
require, including, but not limited to, all risk physical  damage
Insurance  for  the  Equipment  itself,  with  losses  under  the
policies  payable to Secured Party or its assigns,  if  any,  and
liability  coverage for personal injuries, death and/or  property
damages  on  terms satisfactory to Secured Party.  Secured  Party
and/or  its officers, agents, employees and/or successors  and/or
assigns  shall be named as an additional insured under  all  such
insurance policies with loss payable clauses under said  policies
payable in Secured Party's favor, as Secured Party's interest may
appear.   Said Equipment shall be insured for not less  than  its
stated  replacement value or such other amount as  Secured  Party
shall specify.  Said liability insurance shall be in an amount of
not  less than two million dollars ($2,000,000.00) or such  other
amount  as  Secured Party shall specify.  Debtor hereby  appoints
Secured  Party as its attorney-in-fact to make proof of loss  and
claims for insurance and to make adjustments with insurers and to
receive  payment of and execute or endorse all documents,  checks
or  drafts in connection with payments made with respect  to  the
insurance  policies.   Debtor  may  not  make  adjustments   with
insurers except with Secured Party's prior written consent.   The
policies  will provide that the insurance may not be  altered  or
canceled by the insurer until after thirty days written notice to
Secured  Party.   In the event of damage to or  toss,  secretion,
destruction  or  theft of the Equipment, or any  portion  of  the
Equipment,  whether  in  whole or in part,  Debtor  will  pay  to
Secured Party the replacement value of all Equipment, or  of  the
portion  of  the Equipment affected if the value and use  of  the
remainder of the Equipment are not affected at the time  of  such
occurrence  (except  the  extent  that  Secured  Party   receives
proceeds  of  insurance covering such Equipment).  Secured  Party
may,  at Secured Party's option, apply proceeds of insurance,  in
whole  or  in  part,  (i)  to repair or  comparably  replace  the
Equipment  or  any  portion of it, or  (ii)  to  satisfy  any  of
Debtor's obligations pursuant to this Agreement or a Schedule.

8.   ACCESS AND REMOVAL:

     (a)   The  cost  of  removal  and  turnover,  including  all
transportation, of the Equipment in the event of Debtor's default
of  a  Schedule  will be at Debtor's expense.   If  Debtor  makes
modifications to the site after the Equipment has been  installed
which  impede the removal of the Equipment, the cost of  removing
the  impediments  and  restoring the site  will  be  at  Debtor's
expense.

   (b)  If, following an event of default, Secured Party exercises
its right to demand that Debtor turn over the Equipment to
Secured Party, the Equipment will be turned over to Secured Party
or assigns, in the same condition and appearance as when received
by Debtor (reasonable wear and tear excepted) and in good working
order and condition, operable in accordance with our then
prevailing performance specifications or, in the case of non-GE
Equipment, the supplier's and, if different, the manufacturer's,
then prevailing specifications.  All waste material and fluid
must be removed from the Equipment and disposed of by Debtor in
accordance with then current waste disposal laws.  If the
Equipment is not so turned over, Secured Party, at Debtor's sole
expense, may have the Equipment restored to such a condition.  If
Secured Party so requires, the units shall be de-installed and
crated by an authorized manufacturer's representative or such
other service person as is reasonably satisfactory to Secured
Party.

9.   DEFAULT AND REMEDIES:

     (a)  Secured Party may declare this Agreement in default if:
(i) Debtor breaches its obligation to pay monthly installments or
any  other  sum when due and falls to cure the breach within  ten
days; (ii) Debtor breaches any of its insurance obligations under
this   Agreement;  (iii)  Debtor  breaches  any  of   Its   other
obligations  and falls to cure that breach within 30  days  after
written  notice  from Secured Party; (iv) any  representation  or
warranty  made by Debtor in connection with this Agreement  shall
be false or misleading in any material respect; (v) Debtor or any
guarantor or other obligor for the Debtor's obligations hereunder
("Guarantor")  becomes insolvent or ceases to do  business  as  a
going  concern; (vi) Debtor assigns any of its interests in  this
Agreement  or  in  the  Equipment without Secured  Party's  prior
consent;  (vii)  if Debtor or any Guarantor is a natural  person,
any  death or incompetency of Debtor or such Guarantor; (viii)  a
petition Is filed by or against Debtor or any Guarantor under any
bankruptcy  or insolvency laws and in the event of an involuntary
petition,  the petition is not dismissed within 45  days  of  the
filing  date;  or  (ix)  any material adverse  change  occurs  in
Debtor's  financial condition or business operations (or  of  any
Guarantor)  or  any material change occurs in  the  ownership  of
Debtor;   or   (x)  Debtor  improperly  files  an  amendment   or
termination  statement  relating to a filed  financing  statement
describing the Equipment.  The default declaration shall apply to
all Schedules unless specifically excepted by Secured Party.

     (b)   Upon  the occurrence of an event of default hereunder,
Secured   Party   shall   have  the  non-exclusive   option   to:
(i)  declare all sums due and to become due for the full term  of
any  or  all  of  the  Schedules  immediately  due  and  payable;
(ii)  declare  all  other amount(s) due Secured  Party  hereunder
immediately  due and payable; (iii) collect from Debtor,  on  all
monies  due but unpaid for more than ten days, a late  charge  of
five  cents per dollar on, and in addition to, the amount of  all
such  monies,  but  not exceeding the lawful maximum;  (iv)  take
possession  of  the Equipment and remove same from  its  existing
location(s)  without notice to or consent of  Debtor;  and  store
and/or dispose (by public sale or otherwise) of the Equipment  at
its  then  existing  location(s) at no charge to  Secured  Party;
(v)  sell  or  lease any or all items of Equipment at  public  or
private sale or lease at such time or times as Secured Party  may
determine and if notice thereof is required bylaw, any notice  in
writing of any such sale or lease by Secured Party to Debtor  not
less  than  ten  days prior to the date thereof shall  constitute
reasonable  notice thereof to Debtor; (vi) otherwise dispose  of,
hold,  use, operate, or keep idle such Equipment, all as  Secured
Party,  in  its sole discretion, may determine; and (vii)  assert
any other remedies available to Secured Party at law or in equity
(including,  without  limitation, under  the  Uniform  Commercial
Code).

     (c)   After  deducting all expenses of retaking,  repairing,
holding,  transporting, selling and/or reletting  the  Equipment,
the  net proceeds (if any) from such sale or reletting by Secured
Party  shall  be  applied against Debtor's obligation  hereunder.
The proceeds of any sale, re-lease, or other disposition (if any)
shall be applied in the following priorities:  (i) first, to  pay
all  Secured  Party's  costs, charges  and  expenses  in  taking,
removing,  holding, repairing, selling, re-leasing and  disposing
of  the Equipment (ii) second, to the extent not previously  paid
by  Debtor  (or by a Guarantor of Debtor's obligations hereunder)
to  pay  Secured  Party  all amounts due from  Debtor  hereunder;
(iii)  third, to reimburse to Debtor (or any Guarantor) any  sums
previously  paid as damages to Secured Party by Debtor  (or  such
Guarantor);  and (iv) lastly, any surplus shall be  delivered  to
Debtor.   Secured Party shall have the right to seek a deficiency
from  Debtor  notwithstanding  Secured  Party's  repossession  or
abandonment of the Equipment, or Seared Party's sale or reletting
the Equipment to a third party.

     (d)  The foregoing remedies are cumulative, and any or all
thereof may be exercised instead of or in addition to each other
or any remedies at law, in equity, or under statute. Debtor
waives notice of sale or other disposition (and the time and
place thereof), and the manner and place of any advertising.
Debtor shall pay Secured Party's actual attorney's fees incurred
in connection with the enforcement, assertion, defense or
preservation of Secured Party's rights and remedies under this
Agreement, or if prohibited by law, such lesser sum as may be
permitted.  Waiver of any default shall not be a waiver of any
other or subsequent default.

10.   ASSIGNMENT:   DEBTOR  SHALL  NOT  SELL,  TRANSFER,  ASSIGN,
ENCUMBER OR SUBLET ANY EQUIPMENT OR THE INTEREST OF DEBTOR IN THE
EQUIPMENT  OR  THE  RIGHTS OR OBLIGATIONS OF  DEBTOR  UNDER  THIS
AGREEMENT  WITHOUT  THE PRIOR WRITTEN CONSENT OF  SECURED  PARTY.
Secured  Party  may, without the consent of Debtor,  assign  this
Agreement,  any  Schedule or the right to enter into  a  Schedule
provided that any such assignment shall not relieve Secured Party
of  its  obligations  hereunder.  Debtor agrees  that  if  Debtor
receives  written  notice of an assignment  from  Secured  Party,
Debtor  will  pay all monthly installments and all other  amounts
payable  under  any  assigned Schedule to  such  assignee  or  as
instructed  by Secured Party.  Debtor also agrees to  confirm  in
writing  receipt of the notice of assignment as may be reasonably
requested by Secured Party or assignee.  Debtor hereby waives and
agrees not to assert against any such assignee any defense,  set-
off, recoupment claim or counterclaim which Debtor has or may  at
any time have against Secured Party for any reason whatsoever.

11.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR:  Debtor
makes each of the following representations, warranties, and
covenants to Secured Party on the date hereof and on the date of
execution of each Schedule.

     (a)  Debtor has adequate power and capacity to enter into, and
perform   under,   this  Agreement  and  all  related   documents
(together,  the  "Documents").  Debtor is duly  qualified  to  do
business wherever necessary to carry on its present business  and
operations, including the jurisdiction(s) where the Equipment  is
or is to be located.

     (b)  The Documents have been duly authorized, executed and
delivered by Debtor and constitute valid, legal and binding
agreements, enforceable in accordance with their terms, except to
the extent that the enforcement of remedies may be limited under
applicable bankruptcy and insolvency laws.

     (c)  No approval, consent or withholding of objections is
required from any governmental authority or entity with respect
to the entry into or performance by Debtor of the Documents
except such as have already been obtained.

     (d)  The entry into and performance by Debtor of the Documents
will not:  (i) violate any judgment, order, law or regulation
applicable to Debtor or any provision of Debtor's organizational
documents; or (ii) result in any breach of, constitute a default
under or result in the creation of any lien, charge, security
interest or other encumbrance upon any Equipment pursuant to any
indenture, mortgage, deed of trust, bank loan or credit agreement
or other instrument (other than this Agreement) to which Debtor
is a party.

     (e)  There are no suits or proceedings pending or threatened
in court or before any commission, board or other administrative
agency against or affecting Debtor, which if decided against
Debtor will have a material adverse effect on the ability of
Debtor to fulfill its obligations under this Agreement.

     (f)  The Equipment is and will remain tangible personal
property.

     (g)  Each financial statement delivered to Secured Party
has been prepared in accordance with generally accepted accounting
principles consistently applied.  Since the date of the most
recent financial statement, there has been no material adverse
change in the financial condition of the Debtor.

     (h)  Debtor's exact legal name is as set forth In the last
page of this Agreement and Debtor is and will be at all times
validly existing and in good standing under the laws of the
state of its formation (specified in the first sentence of
this Agreement).

     (i)  The Equipment will at all times be used for commercial
or business purposes.

     (j)  Debtors agrees that the Equipment will be used by Debtor
solely in the conduct of its business and in a manner complying
with all applicable laws, regulations and insurance policies.

     (k)  Debtor will not move any Equipment from the location
specified on the Schedule, without the prior written consent of
Secured Party.

     (l)  Debtor will keep the Equipment free and dear of all
liens and encumbrances other than those which result from acts
of Secured Party.

12.  USURY SAVINGS:  It is the intention of the parties hereto to
comply  with  any  applicable usury laws to the extent  that  any
Schedule  is determined to be subject to such laws.  Accordingly,
it  is agreed that, notwithstanding any provision to the contrary
in any Schedule or this Agreement, in no event shall any Schedule
require  the  payment  or permit the collection  of  interest  in
excess of the maximum amount permitted by applicable law.  If any
such excess interest is contracted for, charged or received under
any  Schedule or this Agreement, or in the event that all of  the
principal  balance shall be prepaid, so that under  any  of  such
circumstances the amount of interest contracted for,  charged  or
received  under any Schedule or this Agreement shall  exceed  the
maximum  amount of interest permitted by applicable law, then  in
such event (i) the provisions of this paragraph shall govern  and
control,  (ii) neither Debtor nor any other person or entity  now
or  hereafter liable for the payment hereof shall be obligated to
pay  the  amount of such interest to the extent  that  it  is  in
excess  of the maximum amount of interest permitted by applicable
law, (iii) any such excess which may have been collected shall be
either  applied  as  a credit against the then  unpaid  principal
balance  or  refunded  to Debtor, at the option  of  the  Secured
Party,  and  (iv)  the  effective  rate  of  interest  shall   be
automatically reduced to the maximum lawful contract rate allowed
under  applicable law as now or hereafter construed by the courts
having jurisdiction thereof.

13.  LIMITATION OF REMEDIES AND DAMAGES:  THE TOTAL LIABILITY  OF
SECURED  PARTY  AND  ITS REPRESENTATIVES TO DEBTOR  AND  DEBTOR'S
EXCLUSIVE REMEDY RELATING TO A SCHEDULE IS LIMITED TO THE MONTHLY
INSTALLMENT WHICH IS THE BASIS FOR THE CLAIM.  Debtor agrees that
Secured Party and its representatives have no liability to Debtor
for   (i)   any   penal,   punitive,  special,   incidental,   or
consequential  damages such as lost profit or revenue,  (ii)  any
assistance  not  required under the Schedule, or  (iii)  anything
occurring  after the end of a Schedule.  Debtor  will  be  barred
from  any remedy unless Debtor gives Secured Party prompt written
notice  of  the problem.  This is a commercial transaction.   Any
claim  related  to  this  contract  will  be  covered  solely  by
commercial  legal principles.  SECURED PARTY, ITS REPRESENTATIVES
AND  DEBTOR WILL NOT HAVE ANY NEGLIGENCE OR OTHER TORT  LIABILITY
TO THE OTHER ARISING FROM A SCHEDULE.

14.  COMPLIANCE WITH REPORTING RESPONSIBILITIES:  Debtor agrees
to fully and accurately account for, and report in any,
applicable cost reports, all items and services received from
Secured Party under the Agreement, in a way which complies with
all applicable laws and regulations, including the Federal Social
Security Act and implementing regulations relating to Medicare,
Medicaid and the Federal Health Care Programs.
15.  FILING:  Debtor will sign and return to Secured Party when
requested such instrument(s) as applicable law requires or
permits to give public notice of Secured Party's interest in the
Equipment.  In addition, Debtor hereby authorizes Secured Party
to file a financing statement and amendments thereto describing
the Equipment described in any and all Schedules now and
hereafter executed pursuant hereto and adding any collateral
described therein and containing any other Information required
by the applicable Uniform Commercial Code.  Debtor hereby
irrevocably appoints Secured Party or its designee as Debtor's
agent and attorney-in-fact to sign such instrument(s) on Debtor's
behalf and to file them.

16.  MISCELLANEOUS:

     (a)  DEBTOR AND SECURED PARTY UNCONDITIONALLY WAIVE THEIR RIGHTS
TO  A  JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED  UPON  OR
ARISING OUT OF THIS AGREEMENT, ANY OF THE RELATED DOCUMENTS,  ANY
DEALINGS BETWEEN DEBTOR AND SECURED PARTY RELATING TO THE SUBJECT
MATTER  OF  THIS TRANSACTION OR ANY RELATED TRANSACTIONS,  AND/OR
THE  RELATIONSHIP  THAT IS BEING ESTABLISHED BETWEEN  DEBTOR  AND
SECURED  PARTY.  THE SCOPE OF THIS WAIVER IS INTENDED TO  BE  ALL
ENCOMPASSING  OF ANY AND ALL DISPUTES THAT MAY BE  FILED  IN  ANY
COURT.   THIS  WAIVER IS IRREVOCABLE.  THIS  WAIVER  MAY  NOT  BE
MODIFIED  EITHER  ORALLY OR IN WRITING.  THE  WAIVER  ALSO  SHALL
APPLY   TO  ANY  SUBSEQUENT  AMENDMENTS,  RENEWALS,  ADDENDA   OR
MODIFICATIONS TO THIS AGREEMENT, ANY RELATED DOCUMENTS, OR TO ANY
OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY
RELATED  TRANSACTION.  THIS AGREEMENT MAY BE FILED AS  A  WRITTEN
CONSENT TO A TRIAL BY THE COURT.

     (b)  Time is of the essence of this Agreement.  Secured
Party's failure at any time to require strict performance by
Debtor of any of the provisions hereof shall not waive or
diminish Secured Party's right at any other time to demand
strict compliance with this Agreement.  If more than one
Debtor is named in this Agreement, the liability of each
shall be joint and several.  All notices required to be given
hereunder shall be deemed adequately given if sent by
registered or certified mail to the addressee at its address
stated herein, or at such other place as such addressee may
have specified in writing.  This Agreement and any addendum,
schedule and annexes hereto constitute the entire agreement
of the parties with respect to the subject matter hereof.
No prior proposals, statements, course of dealing , or
usage of trade will be a part of this Agreement.  NO VARIATION OR
MODIFICATION OF THIS AGREEMENT OR ANY WAIVER OF ANY OF ITS
PROVISIONS OR CONDITIONS SHALL BE VALID UNLESS IN WRITING AND
SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE PARTIES HERETO.

     (c)   If  Debtor does not comply with any provision of  this
Agreement, Secured Party shall have the right, but shall  not  be
obligated, to effect such compliance, in whole or in  part.   All
reasonable  amounts spent and obligations incurred or assumed  by
Secured  Party  in effecting such compliance shall constitute  an
additional  installment due to Secured Party.  Debtor  shall  pay
the  additional  Installment within  five  days  after  the  date
Secured Party sends notice to Debtor requesting payment.  Secured
Party's  effecting  such compliance shall  not  be  a  waiver  of
Debtor's default.

     (d)  Any provisions in this Agreement, any Schedule, addendum or
amendment  hereto that are in conflict with any statute,  law  or
applicable  rule shall be deemed omitted, modified or altered  to
conform thereto.

     (e)  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES
OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE EQUIPMENT.

    IN  WITNESS  WHEREOF, Debtor and Secured Party  have  caused
this   Agreement   to  be  executed  by  their   duly   authorized
representatives as of the date first above written.

SECURED PARTY:                   DEBTOR:

General Electric Capital         HemaCare Corporation
Corporation


By:                              By: /s/ Judi Irving
   ----------------------           ---------------------

Name:                            Name:  Judi Irving
Title:Duly Authorized            Title:  President/CEO
Signatory

<Page>


                    NON-GE EQUIPMENT ADDENDUM
                     DATED AS OF 12/26/2002
                  TO MASTER SECURITY AGREEMENT
                     DATED AS OF 12/26/2002



     THIS  ADDENDUM ("Addendum") is attached and made a  part  of
the  above referenced Master Security Agreement (the "Agreement")
between  General  Electric Capital Corporation ("Secured  Party")
and  the  undersigned Debtor ("Debtor") and  is  incorporated  by
reference  into  the  Agreement.   This  Addendum  modifies   and
supplements  the  Agreement and sets forth additional  terms  and
conditions that apply to Equipment that has not been manufactured
by  the General Electric Company or its affiliates.  Any conflict
between this Addendum and the Agreement shall be resolved  so  as
to  give  effect to the provisions of this Addendum.  Capitalized
terms  not  otherwise defined herein shall have the  meaning  set
forth in the Agreement.

1.   TRANSPORTATION AND RISK OF LOSS:

     (a)  The Equipment will be shipped to the site identified in a
Schedule  by  the Supplier of the Equipment.  Debtor will  inform
Secured  Party  of the date the Equipment is delivered  within  5
days  of  such  delivery.  Any necessary assembly or installation
will  be described in the Schedule.  The Debtor agrees to  accept
shipment of the Equipment and to cooperate with any assembler  to
permit the assembler to complete its task without delay.

    (b)  The Debtor or the Supplier will bear responsibility for
transportation and risk of loss of the Equipment at all times.
At no time will Secured Party bear the risk of loss.  The use of
the term "risk of loss" herein shall include, without limitation,
the entire risk of any loss, theft, damage to, or destruction of
any unit of Equipment from any cause whatsoever.

2.    INDEMNIFICATION:  Debtor hereby agrees to indemnify Secured
Party, its agents, employees, successors and assigns (on an after
tax  basis)  from  and  against  any  and  all  losses,  damages,
penalties,  injuries, claims, actions and suits, including  legal
expenses,  of  whatsoever  kind and  nature  arising  out  of  or
relating to the Equipment or this Agreement, except to the extent
the  losses, damages, penalties, injuries, claims, actions, suits
or  expenses  result  from Secured Party's  gross  negligence  or
willful misconduct ("Claims").  This Indemnity shall Include, but
is  not limited to, Secured Party's strict liability in tort  and
claims,  arising out of (i) the selection, manufacture, purchase,
acceptance or rejection of Equipment, the ownership of  Equipment
during  the  term  of  this Agreement, and the  delivery,  lease,
possession, maintenance, uses, condition, return or operation  of
Equipment  (including,  without  limitation,  latent  and   other
defects,  whether or not discoverable by Secured Party or  Debtor
and any claim for patent, trademark or copyright infringement  or
environmental damage) or (ii) the condition of Equipment sold  or
disposed  of after use by Debtor or employees of Debtor.   Debtor
shall, upon request, defend any actions based on, or arising  out
of,  any  of  the  foregoing.   All of  Secured  Party's  rights,
privileges  and  indemnities contained in this  Section  2  shall
survive  the  expiration or other termination of  this  Agreement
The  rights,  privileges  and indemnities  contained  herein  are
expressly  made  for the benefit of, and shall be enforceable  by
Secured Party, its successors and assigns.

3.   DISCLAIMER:  DEBTOR ACKNOWLEDGES THAT IT HAS SELECTED THE
EQUIPMENT WITHOUT ANY ASSISTANCE FROM SECURED PARTY, ITS AGENTS
OR EMPLOYEES.  SECURED PARTY DOES NOT MAKE, HAS NOT MADE, NOR
SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH
RESPECT TO THE EQUIPMENT LEASED UNDER THIS AGREEMENT OR ANY
COMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS
TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS
OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR
OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT,
OR TITLE.  All such risks, as between Secured Party and Debtor,
are to be borne by Debtor.

     IN  WITNESS  WHEREOF, Debtor and Secured Party  have  caused
this   Addendum   to  be  executed  by  their   duly   authorized
representatives as of the date first above written.

SECURED PARTY:                   DEBTOR:

General Electric Capital         HemaCare Corporation
Corporation


By:                              By:  /s/ Judi Irving
   -----------------------          ----------------------

Name:                            Name:  Judi Irving
     ---------------------            --------------------

Title: Duly Authorized           Title:  President/CEO
       Signatory

<PAGE>


                       EQUIPMENT SCHEDULE
                     DATED AS OF 12/26/2002
                  TO MASTER SECURITY AGREEMENT
                     DATED AS OF 1212612002



     This  Schedule is executed pursuant to, and incorporates  by
reference  the  terms  and  conditions  of  the  Master  Security
Agreement  identified above ("Agreement").   Except  as  provided
herein,  capitalized  terms not defined  herein  shall  have  the
meanings assigned to them in the Agreement.

1.    EQUIPMENT:   Subject  to the terms and  conditions  of  the
Agreement,  Secured Party agrees in the case of GE  Equipment  to
sell  to  Debtor, and in the case of non-GE Equipment to  finance
Debtor's   purchase  of,  the  Equipment  described  below   (the
"Equipment').

<TABLE>
<CAPTION>
                                                       Model, VIN #,
                                                           Unit #
Number                                   Finanaced      and/or Type
 of                       Supplier/      Equipment           of
Units        Site        Manufacturer      Cost           Equipment
------  -------------    ------------   ------------    -------------
<S>     <C>              <C>             <C>            <C>

5       HemaCare         Creative Bus    $403,750.65    Blood Vans
        Corporation      Sales, Inc.
        21101 Oxnard     13501 Benson
        Street           Avenue
        Woodland Hills,  Chino, CA
        CA 91367         91710


</TABLE>

2.   TERMS AND INSTALLMENTS:

     A.    Term  of  Schedule:   48 months.   The  term  of  this
Schedule will commence on the Term Commencement Date specified in
the  'Financing, Term and Termination" section of  the  Agreement
and continue for the term specified immediately above, subject to
and in accordance with the terms and conditions of this Schedule.

     B.    Down Payment:  $121,125.20.  Debtor's payment  of  the
down payment to Secured Party will be made on or before execution
and  return of this Schedule.  Secured Party's retention  of  the
down   payment  is  subject  to  the  "Monthly  Installments/Down
Payments" section of the Agreement.

     C.    Monthly Installment:  48 Months @ $6,899.71, plus  all
applicable  taxes.  All payments will be in arrears.   In  states
assessing  sales and use tax, your Monthly Installments  will  be
adjusted to include the applicable sales and use tax at the  same
rate  that was used to calculate your Monthly Installments  under
this  Agreement.   Debtor's payment of  Monthly  Installments  to
Secured   Party   will  be  in  accordance  with   the   "Monthly
Installments/Down  Payments"  section  of  the  Agreement.    The
interest  rate with respect to this Schedule will be  established
on  the Term Commencement Date.  The interest rate will be  equal
to  8%  per  annum plus or minus, as applicable,  the  number  of
points  that the yield on 5 Year Interest Rate Swaps on the  Term
Commencement  Date is above or below 3.7%, which was  established
based  on  the 5 Year Interest Rate Swaps as of the  week  ending
11/29/2002.  The interest rate shall be calculated on  the  basis
of  a  365-day year and will be charged for each calendar day  on
which   any   principal  of  the  financed  Equipment   cost   is
outstanding.

3.    PREPAYMENT PENALTY.  The Debtor may prepay in full, but not
in  part,  its entire indebtedness hereunder upon payment  of  an
additional sum as a premium equal to the following percentages of
the original financed Equipment cost for the indicated period:

     Prior to the first annual anniversary date of this Schedule:
     no prepayment permitted

     Month  thirteen  (13)  through and including  month  twenty-
     four (24) of this Schedule: four percent (4%)

     Month  twenty-five (25) through and including month  thirty-
     six (36) of this Schedule:  three percent (3%)

     Month  thirty-seven (37) through and including month  forty-
     eight (48) of this Schedule:  two percent (2%)

     And  one  percent (1%) thereafter, plus all other  sums  due
     hereunder.

4.   AUTODRAFTING:

     A.    Debtor  hereby  authorizes Secured Party  to  initiate
debit  entries for Debtor's payment of the charges which are  due
periodically  under  this  Schedule  and  any  service  contracts
relating to the Equipment and the financial institution indicated
below to debit with the amounts thereof the account listed below.

Financial Institution Name: Comerica Bank
Financial Institution Address: 21530 Oxnard Street
City: Woodland Hills        State: CA         Zip: 91367

     B.   The following Information can be provided from Debtor's
check so please attach a copy of a voided check:

Account Name:  HemaCare Corporation

Nine-digit Financial Institution ID Number: XXXXXXX

Your Financial Institution Account Number:xXXXXXXX

     C.    Debtor further authorizes Secured Party to adjust  the
dollar amount transferred from Debtor's account to correspond  to
periodic  changes in the payment due, if any, under the terms  of
this Schedule.

     D.   Debtor hereby authorizes Secured Party to automatically
debit all current or past due property taxes (if applicable).

     E.   Rules and Regulations

          (i) Debtor understands that due to the difference in
              timing between the Term Commencement Date and the
              booking of this Schedule, the initial debit may
              be for more then one periodic charge but will
              not be more than the actual total monthly amounts
              due at that time.

         (ii) Failure to have adequate funds in Debtor's account
              shall constitute an event of default under its
              Schedule.

        (iii) Debtor understands that it will continue to receive
              an invoice each month as notification of the amount
              to be debited from its account.

         (iv) Debtor must provide Secured Party with written notice
              at least 30 days in advance of Debtor's intent to
              revoke, terminate of modify this authorization of the
              information contained herein.

              In the event Debtor revokes or terminates this
              authorization, Debtor must remit its periodic charges
              directly to Secured Party at the address specified
              in the Agreement.  Failure to pay the periodic
              charges on or before the due date shall constitute an
              event of default under this Schedule.

          (v) If a deduction is made in error, Debtor has the right
              to be immediately refunded by Secured Party for the
              amount of the erroneous deduction provided that
              Debtor provides written notification of the erroneous
              deduction within 15 days after itsaccount statement is
              issued or 45 days after the monies are paid
              to Secured Party.

5.    Debtor  does  further certify that as of  the  date  hereof
(i)  Debtor  is  not  in default under the  Agreement;  (ii)  the
representations  and  warranties made by Debtor  pursuant  to  or
under the Agreement are true and correct on the date hereof;  and
(iii)  Debtor has reviewed and approves of the purchase documents
for the Equipment, if any.

6.   Any modified or additional terms and conditions of this
Schedule are set forth in the following attachments to this
Schedule:  _______

7.   Except as expressly modified hereby, all terms and provisions
of the Agreement shall remain in full force and effect.

SECURED PARTY:                   DEBTOR:

General Electric Capital         HemaCare Corporation
Corporation


By:                              By: /s/ Judi Irving
  ------------------------          -----------------------

Name:                            Name: Judi Irving
     ---------------------            ---------------------

Title: Duly Authorized           Title:  President/CEO
       Signatory


<PAGE>


                     ACCEPTANCE CERTIFICATE
           RELATING TO SCHEDULE DATED AS OF 12/26/2002
       TO MASTER SECURITY AGREEMENT DATED AS OF 12/26/2002
           INTERNAL CONTRACT REFERENCE NUMBER 8525215
           INTERNAL ORDER REFERENCE NUMBER 861-403355
               EQUIPMENT DESCRIPTION:  Blood Vans




To:  General Electric Capital Corporation

Pursuant  to the provisions of the above referenced Schedule  and
Master Security Agreement the undersigned, on behalf of, and as
authorized and instructed by  Debtor, hereby  certifies  that
the Equipment described  in  the  above-referenced  Schedule
has been delivered and  received;  that  the Equipment has
been fully assembled as required; that installation or other work
necessary prior to the use of the Equipment  has been fully
completed as required; and that the Equipment has been examined
and/or  tested  and  is in  good  order  and  operating condition
and is in all respects satisfactory.

Debtor  hereby unconditionally accepts the Equipment  as  of  the
date set forth below.

Debtor has read and reviewed the above-referenced Master Security
Agreement and Schedule, and hereby reaffirms and acknowledges its
terms  and  conditions.  Debtor further represents  and  warrants
that  all representations and warranties made by Debtor  in  such
Master  Security Agreement were true and accurate when originally
made and are true and accurate as of the date set forth below.

The   undersigned  hereby  certifies  and  represents  that   the
undersigned  is  duly  authorized to  execute  and  deliver  this
ACCEPTANCE NOTICE on behalf of the Debtor.

Debtor
HemaCare Corporation

/s/  Judi Irving
--------------------------

Authorized Signature

President/CEO
---------------------------
Title


Date:  12/31/02
     ----------------------