10-K

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)

[X]     Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934. For the fiscal year ended September 30, 1998. (Fee
        required)

[ ]     Transitional report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934. For the transition period from ______________ to
        ______________.

                          Commission File No. 0-27186

                           RAYTEL MEDICAL CORPORATION
             (Exact name of registrant as specified in its charter)

                   DELAWARE                              94-2787342
        (State or other jurisdiction                   (IRS Employer
      of incorporation or organization)              Identification No.)

               2755 CAMPUS DRIVE, SUITE 200, SAN MATEO, CA 94403
              (Address of principal executive offices) (Zip Code)

                                 (650) 349-0800
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:

                         COMMON STOCK, $0.001 par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes   [X]    No   [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the registrant's Common Stock held by
non-affiliates as of November 30, 1999 was $23,401,617 based on the closing sale
price of the Common Stock, as reported on the Nasdaq National Market System on
that day.

The number of shares of the registrant's Common Stock outstanding on November
30, 1999 was 8,745,127.

                      DOCUMENTS INCORPORATED BY REFERENCE:

        DOCUMENT                             WHERE INCORPORATED

Annual Report to Stockholders for
fiscal year ended September 30, 1999             PART II
Proxy Statement for the Annual Meeting to
be held on March 2, 2000                         PART III



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                                     PART I.

        This report includes a number of forward-looking statements which
reflect the Company's current views with respect to future events and financial
performance. These forward-looking statements are subject to certain risks and
uncertainties, including those discussed in "Item 17. Management's Discussion
and Analysis of Financial Conditions and Results of Operations - Business
Environment and Future Financial Results" and elsewhere in this report, that
could cause actual results to differ materially from historical results or those
anticipated. In this report, the words "anticipates," "believes," "expects,"
"intends," "future," "goals" and similar expressions identify forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.


ITEM 1. BUSINESS

        Raytel Medical Corporation is a provider of healthcare services,
focusing on the needs of patients with cardiovascular disease ("CVD"). The
Company believes, based on its industry experience, that it is the leading
provider of remote cardiac monitoring and testing services utilizing
transtelephonic monitoring technology in the United States.

        Raytel currently manages two hospital-based heart centers, one of which
is in Southern California and the second of which is in Southeast Texas. The
Company also owns and operates seven freestanding cardiovascular diagnostic
facilities and two hospital-based cardiac catheterization laboratories, and
manages three physician practices. In addition, the Company provides outpatient
diagnostic imaging services through operating and investment interests in seven
freestanding imaging centers, and manages a diagnostic imaging provider network
that operates in eight mid-Atlantic states.

        Raytel was incorporated in California in October 1981 under the name
Ratel Labs, Inc. and changed its name to Raytel Medical Imaging, Inc. in 1983
and to Raytel Systems Corporation in 1985. In August 1987, the Company was
reincorporated in Delaware under the name Raytel Systems Corporation. Following
the organization of its majority-owned subsidiary Raytel Corporation in 1990,
the Company changed its name to Raytel Holding Corporation. In October 1992, the
Company changed its name to Raytel Medical Corporation. Unless the context
otherwise requires, "Raytel" or the "Company" as used herein refers to Raytel
Medical Corporation, a Delaware corporation, and its consolidated subsidiaries.
The Company's executive offices are located at 2755 Campus Drive, Suite 200, San
Mateo, California 94403, and its telephone number is (650) 349-0800.


RECENT CORPORATE DEVELOPMENTS

        In September 1999, the Company announced that it had retained U.S.
Bancorp Piper Jaffray as its financial advisor to assist the Company in
considering a range of strategic alternatives for maximizing shareholder value.
These alternatives include possible strategic alliances, acquisitions or
mergers, the sale of all or some of the Company's businesses, or the continued
operation of the businesses as an independent company. There are no pending
agreements or commitments concerning any of these alternatives.

Heart Center Operations

        In addition, during the fiscal year ended September 30, 1999, the
following developments affecting the Company's heart center operations took
place:



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        The Baptist Hospital of Southeast Texas

        During February 1999, The Baptist Hospital of Southeast Texas ("Baptist
Hospital") merged with the Memorial Hermann Hospital System, based in Houston,
Texas, and as a result of that merger, Memorial Hermann and the Company agreed
to modify the existing management agreement entered into in October 1997.
Pursuant to the October 1997 agreement, the Company undertook the management of
the existing cardiac catheterization facility located at the hospital and the
development of a portion of the hospital as the Raytel Heart Center at Baptist
Hospital, which began operations in September 1998. Effective February 27, 1999,
the original agreement was terminated, and effective March 1, 1999, a revised
management services agreement was entered into between Raytel and Baptist
Hospital. The revised agreement provides that Raytel will perform multiple
functions at the Baptist Hospital to be designated the center of excellence for
the management of cardiovascular disease. Raytel's responsibilities include the
management of the center of excellence and the development of specialty clinics
to support the cardiovascular program.

        Granada Hills Community Hospital

        Effective March 27, 1999, Raytel and Granada Hills Community Hospital
("GHCH") terminated the management consulting agreement entered into in
September 1998 under which the Company managed the heart program at the
hospital, including the existing cardiac catheterization facility located at the
hospital, as the result of an advisory opinion from the Regional Office of the
Health Care Finance Agency for Region IX which raised issues regarding the
hospital's eligibility to continue to participate in the Medicare program. As a
result of this opinion, Raytel and GHCH entered into a new consulting services
agreement which provides for Raytel to perform more limited consulting services
for GHCH, including quality management and assurance, technology assessment and
management, strategic planning and other services.

        As a result of these developments and due to changes in the regulatory
environment impacting the development of heart centers, the Company is not
currently pursuing new opportunities in this area but will continue to manage
the two heart centers currently under contract.

        Development Agreements with St. Jude Medical, Inc.

        In June 1997, the Company entered into a licensing and joint development
agreement with Pacesetter, a wholly owned subsidiary of St. Jude Medical, Inc.
("St. Jude") for the development of a monitoring device for its new pacemaker
product. In November 1998, the Company entered into an exclusive agreement with
Ventritex, Inc., a wholly owned subsidiary of St. Jude, to complete the
development of the Housecall(TM) dedicated transtelephonic system for monitoring
Ventritex's implantable cardioverter defibrillators ("ICDs") and to monitor all
of Ventritex's existing Housecall(TM) ICD patients. On November 8, 1999, Raytel
and St. Jude Medical, Inc. announced the launch of the Housecall(TM)
Transtelephonic Monitoring System, the first commercially available system
capable of downloading a complete set of diagnostic data from an implantable
cardioverter-defibrillator (ICD) over the telephone. Under an exclusive
agreement with St. Jude Medical, Raytel will manufacture the Housecall
transmitters and receiving units. Raytel will also monitor St. Jude Medical ICD
patients with the Housecall system through Raytel Cardiac Services, Inc.

OVERVIEW OF CARDIOVASCULAR DISEASE AND ITS TREATMENT

        Cardiovascular disease is the leading cause of death in the United
States and represents the highest percentage of hospital patient days of stay.
CVD is a category of illnesses that generally develop progressively, and in many
cases asymptomatically, over a number of years. As a result, CVD frequently goes
undiagnosed until the patient suffers an acute episode such as a stroke or heart
attack. CVD manifests itself in a number of disease states, such as
atherosclerosis, electrophysiological defects, valvular dysfunction, congestive
heart failure, hypertension and congenital defects. Based upon 1996



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data, the American Heart Association (the "AHA") estimates that approximately
58.8 million people in the United States suffer from one or more forms of CVD.
According to the 1996 estimates, CVD claimed approximately 959,227 lives in
1996, representing 41.4% of all deaths, and of that total, coronary heart
disease (heart attack) caused approximately 476,124 deaths in the United States
during 1996 -- the single leading cause of death in the U.S. Due to the aging of
the United States population, the Company believes that the need for medical
services to diagnose and treat CVD will continue to increase significantly in
the future.


BUSINESS STRATEGY

        Raytel's principal objective is to maintain and extend its leadership
position as a provider of cardiac transtelephonic monitoring and testing
services. The Company is pursuing this objective through the following
strategies:

        Expand the Company's Telemedical Business. The Company intends to
utilize its technology and expertise to address additional transtelephonic
applications in the treatment and management of cardiac patients and thereby
widen the range of services that it offers. The Company believes that the focus
on new technologies and service opportunities, such as the development of
Housecall system for downloading diagnostic data from an implantable
cardioverter-defibrillator (ICD) over the telephone, will enhance its ability to
market its cardiac monitoring and testing services.

        Develop Affiliations with Providers. Raytel intends to expand its
telemedical business in cooperation with cardiology groups and hospitals with a
reputation for the delivery of high quality services among referring primary
care physicians and the general population in the communities that they serve.

        Expand Managed Care Relationships. The Company believes that interaction
with managed care organizations will become an increasingly important element in
the provision of cardiac care, including care for Medicare patients, and that
third-party payors will increasingly prefer to contract with providers offering
a wide range of cardiovascular services provided on a multi-state or regional
basis. Raytel actively markets its existing healthcare services to managed care
plans and provides value added services.

        Pursue Strategic Acquisitions. Raytel has built its existing
organization largely through a series of acquisitions. The Company believes that
it is often more cost-effective to acquire and reconfigure an existing business
than to establish a new business. The Company believes that its experience in
identifying, structuring and completing acquisitions of healthcare service
organizations and effectively integrating these organizations will enable it to
take advantage of future acquisition opportunities that arise as a result of the
trends toward consolidation of healthcare service providers. Raytel intends to
explore opportunities to expand its cardiac businesses through additional
strategic acquisitions.


RAYTEL CARDIAC MONITORING AND TESTING SERVICES

        The Company is the largest provider of cardiac monitoring and testing
services in the United States utilizing transtelephonic pacemaker monitoring
("TTM"), cardiac event detection ("CEDS") and Holter monitoring technologies.
The Company believes that its TTM-based services are the most cost-effective
means of testing the performance of implanted cardiac pacemakers and detecting
symptoms of transient arrhythmias.



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        Pacemaker Monitoring

        The Company believes, based on its industry experience, that it is the
largest provider of transtelephonic pacemaker monitoring services in the United
States, currently serving over 80,000 patients with implanted pacemaker systems.

        Pacemaker systems are designed to assist the human heart in maintaining
an adequate pumping rate. A pacemaker is an electronic device that is implanted
in the patient and is designed to monitor and, if necessary, to stimulate the
patient's heartbeat. As it senses the heart's failure to respond to normal
physiologic signals, the pacemaker emits electrical pulses directly into the
atrium and/or the ventricle of the heart, causing the heart muscle to contract
and pump blood through the patient's body. A pacemaker system consists of the
generator which includes the device and a battery and the leads from the device
to the patient's heart.

        The purpose of pacemaker monitoring is to enable the patient to maintain
a normal lifestyle without the fear of an unexpected system failure. Pacemaker
monitoring can detect failures in the pacemaker system as well as changes in the
patient's heart rhythms that can cause the system to become ineffective. In
TTM-based pacemaker monitoring, the pacemaker system and its interaction with
the patient's heart is tested by conducting periodic, prescheduled ECG
examinations. The patient is provided with a battery-powered ECG transmitter
which detects the heart's impulses from the surface of the skin, converts these
impulses into an acoustic signal and transmits the signal over ordinary
telephone lines to one of the Company's three technical operations centers,
where the signal is converted and displayed on a computer screen or strip chart
recorder.

        The Company's pacemaker monitoring services are prescribed by the
patient's physician. After receipt of a prescription and enrollment by the
Company, the patient is sent a transmitter and trained to use the device over
the telephone by one of the Company's technologists. Unlike most
physician-operated monitoring services, the Company's monitoring services are
provided 24 hours a day, seven days a week in order to accommodate unscheduled
calls from patients experiencing problems.

        Each patient is tested on a schedule recommended by his or her
prescribing physician with such prescription updated annually. The Company
generates most of its pacemaker monitoring revenues from reimbursement by
Medicare and payors of supplemental Medicare benefits. Patients are typically
tested between three and twelve times per year. The Company is reimbursed for
pacemaker monitoring services on a per-call basis. Routine pacemaker testing is
performed in accordance with a prearranged, computer generated schedule. A
trained technologist telephones the patient and requests that the patient
initiate transmission of ECG data which is received by recorders in one of the
Company's technical operations centers. Once a continuous graph displaying the
rhythm of the heart and the pacemaker is generated, this data is interpreted by
the technologist to determine the status of the implanted pacemaker and its
relationship to the patient's cardiac rhythm. If problems with the pacemaker
system are noted or a serious abnormality is detected, including an abnormality
in the heart's own rhythm (an arrhythmia), the patient's physician is notified
immediately by telephone. After each test, the results are promptly reviewed by
a supervising technologist and a cardiologist and a written report is mailed to
the patient's physician.

        Cardiac Event Detection Service

        The Company operates the Cardiac Event Detection Service ("CEDS"), which
tests and documents transtelephonically an ambulatory patient's cardiac rhythm
irregularities while the patient is experiencing symptoms. CEDS testing aids in
the diagnosis of transient cardiac arrhythmias, including atrial and ventricular
abnormalities, such as tachycardia, which causes the heart to beat at an
abnormally rapid and potentially life threatening rate. During its fiscal year
ended September 30, 1999, Raytel tested approximately 37,000 patients for
potential transient arrhythmic events. The Company believes, based on its
industry experience, that it is the largest provider of these services in the
United States.



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        Upon enrollment in its CEDS program, the Company provides the patient
with a cardiac event recorder for a testing period lasting up to 30 days. Upon
experiencing symptoms, the patient activates the event recorder to capture one
or more ECGs which the patient will later transmit to one of the Company's two
CEDS technical operations centers for analysis. Skilled technologists, under the
supervision of cardiac care nurses and cardiologists, make preliminary
evaluations of these transmissions for cardiac irregularities. Unlike similar
services offered by individuals or small clinics, the Company's centers are
staffed 24 hours a day, seven days a week to respond to a patient's needs on a
timely basis. Emergency medical response is initiated for CEDS patients when
necessary. Regardless of the number of calls placed, payors reimburse the
Company on a 30-day program basis for its CEDs service.

        Holter Monitoring Services

        The Company believes, based on its industry experience, that it is the
largest provider of Holter monitoring services in the United States, currently
serving over 51,000 patients annually. The Company processed approximately
70,000 Holter monitoring tapes during fiscal 1999. Holter monitoring tests and
documents an ambulatory patient's cardiac rhythm irregularities while the
patient is fitted with a recording device, with leads attached to the patient's
chest, typically for a single 24-hour period. Should Holter monitoring or other
testing procedures fail to detect an arrhythmia event in a symptomatic patient,
the patient's physician often will refer the patient to an event detection
service such as CEDs.

        Implantable Cardioverter Defibrillators

        On November 8, 1999, Raytel and St. Jude Medical, Inc. announced the
launch of the Housecall(TM) Transtelephonic Monitoring System, the first
commercially available system capable of downloading a complete set of
diagnostic data from an implantable cardioverter defibrillators ("ICD") over the
telephone. ICDs are pacemaker-like devices that can sense ventricular
tachyarrhythmias (life-threatening fast heart rates) and automatically deliver
an electrical shock to restore a normal rhythm. The number of times the ICD was
activated is also monitored. Currently, patients with ICDs must return to the
physician's office on a routine basis in order to have the ICD's battery tested
and for an examination of the ICD system integrity. Raytel will also monitor St.
Jude Medical ICD patients with the Housecall system through Raytel Cardiac
Services, Inc. The Housecall(TM) system will reduce the frequency of physician
office visits by extending the transtelephonic monitoring procedures presently
used for pacemakers to ICDs. The new system will enable trained technicians to
interrogate the device's memory and transmit both stored data as well as
real-time clinical and technical information on the patient's cardiac activity
and ICD status. The test results are interpreted by trained technicians and a
comprehensive report is communicated to the patient's physician for clinical
evaluation. Under the exclusive agreement signed in November 1998 with St. Jude
Medical, Raytel will manufacture the Housecall transmitters and receiving units.

        Training and Quality Assurance

        All of the Company's pacemaker monitoring technologists undergo a formal
six-week training program that includes basic cardiac physiology, the operation
of pacemaker devices, the interaction of pacemaker systems with the heart, and
the administration and interpretation of ECG tests. As technologists become more
experienced, they are trained to monitor increasingly complex pacemaker systems.
Technologists administering the Company's CEDS and Holter services undergo
training in the interpretation of ECG data to detect symptoms of cardiac
arrhythmia.

        The Company maintains a rigorous quality assurance program.
Board-certified cardiologists direct the Company's technologists with special
training in the fields of cardiac pacing and electrophysiology. Each
pacemaker-monitoring test is separately reviewed by a supervising technologist
and a cardiologist. CEDS transmissions and Holter test results are evaluated by
technologists under the supervision of cardiac care nurses and cardiologists. In
order to comply with certain requirements of new federal regulations regarding
independent diagnostic testing facilities (see "Government



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Regulation"), the State of Connecticut has approved Raytel's training program
for college credit toward a bachelor of science degree within the Connecticut
state university system.

RAYTEL CARDIOVASCULAR FACILITIES

        The Company currently operates cardiac catheterization laboratory within
a licensed acute care hospital and operates eight additional freestanding
diagnostic cardiovascular facilities, one of which is associated with a
multi-specialty medical practice in Florida which the Company owns and manages.
Four of the seven cardiovascular diagnostic facilities are located in Texas and
two are located in Louisiana.

        In September 1998, the Company entered into a revised 10-year management
consulting agreement with GHCH in Southern California under which it is managing
an on-site heart center. Effective March 27, 1999, Raytel and Granada Hills
Community Hospital terminated the management consulting agreement as the result
of a request for an advisory opinion from the Regional Office of the Health Care
Finance Agency for Region IX. Raytel and GHCH entered into the 5-year consulting
services agreement which provides for Raytel to perform certain specified
consulting services to the hospital, including quality management and assurance,
technology assessment and management, strategic planning and other services.

        In October 1997, the Company entered into a 10-year agreement with
Baptist Hospital. Pursuant to this agreement, the Company developed and manages
a fully integrated heart center with a cardiac catheterization laboratory.
During 1998, Baptist Hospital merged with the Memorial Hermann Hospital System,
based in Houston, Texas, and as a result of that merger, Memorial Hermann and
the Company agreed to modify the existing management agreement. Effective
February 27, 1999, the original agreement was terminated and effective March 1,
1999, a revised 3-year management services agreement was entered into between
Raytel and Baptist Hospital. The revised agreement provides that Raytel will
perform multiple functions at the Baptist Hospital to be designated the center
of excellence for the management of cardiovascular disease. Raytel's
responsibilities include the management of the center of excellence and the
development of specialty clinics to support the cardiovascular program.

        Cardiovascular Diagnostic Facilities

        The Company operates three hospital-based cardiac catheterization
laboratories and seven free-standing cardiovascular diagnostic facilities (the
"Cardiovascular Diagnostic Facilities"). Cardiac catheterization utilizes
catheters and sophisticated diagnostic instruments to evaluate the functioning
of the heart and the coronary arteries. A narrow, flexible tube, or catheter, is
inserted through a main artery in the leg or arm and guided into the patient's
coronary arteries, where a cardiologist can use the catheter to perform various
tests to diagnose the nature and extent of the patient's coronary artery
disease.

        The Cardiovascular Diagnostic Facilities are located in Texas,
Louisiana, Florida and California. At each Cardiovascular Diagnostic Facility,
the Company provides the facilities, equipment, supplies and support personnel
necessary for the cardiologist to perform interventional cardiac imaging and
peripheral therapeutic procedures. In three of the Cardiovascular Diagnostic
Facilities, the Company also provides nuclear cardiology diagnostic services.
Seven of the Cardiovascular Diagnostic Facilities are owned by limited
partnerships, and the Company, through a separate wholly-owned subsidiary for
each limited partnership, serves as the corporate general partner which acts as
the day-to-day manager of each facility. The Company owns a majority interest in
six of the facilities and owns 100% of the Florida facility. The limited
partnerships have a term of 20 years or more in all but one facility and that
one expires on December 31, 2001.

        Two of the hospital-based Cardiovascular Diagnostic Facilities are
located in Texas. Each is operated under contracts with the respective hospitals
under which Raytel provides equipment, technical



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staff and certain management and administrative services. The hospitals provide
space for the facility within the hospital, all supplies, and credentialing of
physicians. The Company receives a fee from the hospital on a per procedure
basis, and in one instance with a guaranteed minimum monthly payment. One
contract expires in March 2000, and the other contract expires in December 2000.
In addition to diagnostic catheterization procedures, one of these facilities
currently performs pacemaker installations, peripheral vascular angioplasty and
peripheral stent installations. There can be no assurance that the Company will
be successful in negotiating extensions of the terms of the contracts.

        Physicians practicing at the Cardiovascular Diagnostic Facilities are
not obligated to refer patients to or practice at these facilities and in many
cases also practice at nearby hospitals.

        Northern California Heart Center

        In January 1996, the Company initiated the development of a diagnostic
cardiac catheterization facility (the "Northern California Heart Center") in
Fremont, California. In November 1996, the Company completed the construction of
the facility. In September 1997, the regional office of Licensing and
Certification of the California Department of Health Services denied the request
for a license to operate the facility. The Company has filed an administrative
appeal of the decision by the regional office and the status of the appeal is
still pending. In addition, the Company filed a Petition for Writ of Mandate
requesting that the Superior Court of California order the Department of Health
Services to issue the appropriate license. The Superior Court denied the
Company's request for a Writ of Mandate and returned the matter to the
administrative appeals office of the Department of Health Services. In December
1997, the Company filed an appeal of the Department's decision denying the
application for the appropriate license to operate the facility. In July 1998,
the Company and the Department presented the case to an administrative law
judge. Final briefs were submitted during November 1998 and a final decision of
the administrative law judge was received in late March 1999. Nearly eight
months after the administrative hearing, the administrative law judge for the
California Department of Health Services issued its decision denying the
Company's application for licensure of its freestanding cardiac catheterization
laboratory in Fremont. See "Item 3. Legal Proceedings."

        Raytel Heart Center at Granada Hills Community Hospital

        Effective March 27, 1999, Raytel and GHCH terminated the management
consulting agreement which they entered into effective September 1998, as the
result of an advisory opinion from the Regional Office of the Health Care
Finance Agency for Region IX which raised issues regarding the hospital's
eligibility to continue to participate in the Medicare program. Effective with
the termination of the management consulting agreement, the Company entered into
a revised 5-year consulting services agreement with GHCH, pursuant to which
Raytel provides consulting services to the hospital with regard to the
operations of the hospital's integrated heart center. GHCH is a general acute
care hospital located in the San Fernando Valley area of Los Angeles. The
hospital's heart program includes cardiac catheterization procedures, stress
testing, ultrasound and other diagnostic services, cardiovascular and
cardiothoracic surgical procedures and cardiac rehabilitation programs.

        Raytel and GHCH entered into the 5-year Consulting Services Agreement
which provides for Raytel to perform certain specified consulting services to
Granada Hills Community Hospital, including quality management and assurance,
technology assessment and management, strategic planning and other services. All
medical services at the facility are the responsibility of the hospital and its
medical staff.

        Through an affiliated medical group, the Company and GHCH entered into
an exclusive agreement for Raytel to be the exclusive provider of cardiac
surgery services at the hospital and to manage the hospital's cardiovascular
surgery program. The Company has entered into an agreement with a leading
cardiothoracic surgeon to provide the cardiac surgery services at the hospital.
The initial term of the agreement coincides with the term of the consulting
agreement with the hospital to perform consulting services regarding the heart
program. The affiliated medical group is owned by David E.



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Wertheimer, M.D., who purchased all of the shares of capital stock from F. David
Rollo, M.D., who resigned in October 1999 as the Company's Executive Medical
Director. The Company, through a subsidiary, provides management services to the
medical group.

        Raytel Heart Center at The Baptist Hospital of Southeast Texas

        In October 1997, the Company entered into a 10-year agreement with The
Baptist Hospital of Southeast Texas in Beaumont, Texas. Pursuant to this
agreement, the Company developed and manages a fully integrated heart center
with a cardiac catheterization laboratory. During 1998, The Baptist Hospital of
Southeast Texas merged with the Memorial Hermann Hospital System, based in
Houston, Texas, and as a result of that merger, Memorial Hermann and the Company
agreed to modify the existing management agreement. Effective February 27, 1999,
the original agreement was terminated and effective March 1, 1999, a revised
3-year management services agreement was entered into between Raytel and The
Baptist Hospital of Southeast Texas. The revised agreement provides that Raytel
will perform multiple functions at the Baptist Hospital to be designated the
Center of Excellence for the management of cardiovascular disease. Raytel's
responsibilities include the management of the Center of Excellence and the
development of specialty clinics to support the cardiovascular program. The
Baptist Hospital is a general acute care hospital. The hospital's heart program
includes cardiac catheterization procedures, stress testing, ultrasound and
other diagnostic services, cardiovascular and cardiothoracic surgical procedures
and cardiac rehabilitation programs.

RAYTEL PHYSICIAN PRACTICE MANAGEMENT

        The Company continues to manage two cardiology practices, one in
Beaumont, Texas, and the other in Granada Hills, California. Through its
acquisition of CVI in August 1997, the Company acquired a 20-physician
multi-specialty medical group, which focuses on cardiology, located in Port St.
Lucie, Florida.

DIAGNOSTIC IMAGING SERVICES

        The Company provides outpatient diagnostic imaging services through
operating and investment interests in seven freestanding imaging centers (the
"Imaging Centers"). The Company also operates the Raytel Imaging Network, a
specialized preferred provider network currently consisting of 475 independent
imaging centers located from Virginia to New York, including five centers owned
and managed by the Company.

        Diagnostic imaging technology consists of a number of medical diagnostic
modalities, many of which integrate computer hardware and software. These
modalities include magnetic resonance imaging (MRI), computed tomography ("CT"),
nuclear medicine, radiography/fluoroscopy ("R/F"), ultrasound, general x-ray and
mammography. These imaging modalities are generally non-invasive (with the
exception of the injection of contrast material in certain techniques and the
occasional use of sedating agents) and subject the patient either to sound waves
(ultrasound), X-rays (CT, R/F and X-ray mammography) or radio waves and magnetic
fields (MRI) to gather data that aid in medical diagnosis. These diagnostic
technologies enable physicians to view certain internal body anatomy and
pathology and in many instances provide early diagnostic capability and aid in
effective treatment planning without the need for more costly exploratory
surgery.

        The principal diagnostic imaging modality in use at the Imaging Centers
is MRI. MRI is used to provide high resolution images of the soft tissue of the
body. In the field of cardiology, MRI is used for the assessment of congenital
and anatomical cardiac defects. Other MRI techniques, such as MR angiography,
are also used in the assessment of peripheral vascular and other cardiovascular
diseases. The Imaging Centers also provide a wide range of imaging services for
the diagnosis of neurological disorders of the head, neck and spine, as well as
imaging of the musculoskeletal system and a variety of internal organs,
including the liver and prostate, and the female pelvis.



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        Raytel Imaging Centers

        The Imaging Centers are located in four states. All of the Imaging
Centers offer MRI services, and four offer other imaging modalities. The Company
owns four of the Imaging Centers and holds its interests in the other three
through investments in limited partnerships (the "Ventures"), to which the
Company provides management services, including data processing, billing and
collection, accounting, marketing services and operational supervision. The
Ventures have terms that expire between 2008 and 2025.

        Raytel Imaging Network

        The trends toward cost containment and managed care have resulted in
changes in the patterns of patient referrals to diagnostic imaging facilities,
adversely affecting the profitability of independent imaging centers and
encouraging the formation of networks of independent centers. Many independent
operators of diagnostic imaging facilities lack the management and marketing
expertise and systems, as well as the experience in dealing with large managed
care organizations, that are necessary to effectively establish and operate such
networks. The Company's experience in dealing with a wide variety of managed
care organizations and its established, centralized marketing, scheduling,
billing and accounting systems provide the Company with the capability to
establish and operate networks of independent diagnostic imaging centers. In
addition, the Company's purchasing power allows it to provide participating
centers with supplies, such as contrast agents, film and other medical and
technical supplies, and with equipment maintenance and other services at
considerable cost savings.

        The Raytel Imaging Network (the "Network") is a dedicated network of
diagnostic imaging facilities established to provide services to patients
participating in healthcare benefit programs offered by municipal and state
employers, corporations that self-insure, third-party insurance carriers, union
health and welfare plans and managed care providers. Independent imaging centers
enter into fixed fee contractual relationships with the Network to provide
imaging services to patients referred by payors which have contracted with the
Network for services at a negotiated fee. The Network handles scheduling for
patients whose healthcare benefit programs participate in the Network and
guarantees these participating entities a fixed fee for all radiology procedures
performed in Network centers. The Network also offers centralized billing
services for those procedures, promptly reports the results of the studies to
the patient's referring physician and the outcomes of the studies to the
administrators responsible for the management of the patient's healthcare
program.

        The Network is a preferred provider organization with participating
imaging centers in the states of New Jersey, Pennsylvania, Delaware, Maryland,
New York and Virginia. The Network currently provides diagnostic imaging
services under referral arrangements with approximately 90 organizations
administering healthcare programs covering more than 600,000 individual
participants.

SALES AND MARKETING

        The Company's marketing activities are directed at managed care
organizations, cardiologists and referring physicians. The Company maintains a
central managed care sales group that negotiates and manages contracts with
managed care organizations. The Company's marketing organization also supervises
the marketing of its TTM-based services to physicians nationwide and supports
the efforts of local centers to market their services to referring physicians in
the communities they serve.

        Raytel Cardiac Monitoring and Testing Services

        The Company markets its cardiac monitoring and testing services
nationwide by using regional sales managers coordinating the activities of
approximately 400 sales representatives who are employees of the pacemaker
equipment manufacturers. The sales organization is supported by the Company's



                                       10
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customer service and telemarketing personnel. Raytel works closely with all
major pacemaker manufacturers and has agreements with certain manufacturers for
the distribution of the Company's services through the direct sales forces of
the manufacturers. The Company's sales force works closely with the
approximately 12,000 physicians currently prescribing the Company's pacemaker
monitoring services.

        The Company differentiates its cardiac monitoring and testing services
from most of its competitors by providing its services 24 hours a day, seven
days a week. In addition, the Company offers technologists who specialize in
monitoring specific pacemaker models (the more complex the unit, the more
expertise a technologist is required to have), extensive quality control
procedures, computerized reports for complex pacemakers, detailed reporting
procedures for abnormal findings and an extensive database on pacemaker
performance.

        Diagnostic Imaging Services

        The Company markets services of the Imaging Centers it manages through a
team approach tailored to the needs of each Imaging Center. The Company's
central sales organization coordinates the Imaging Center's marketing activities
with the Imaging Center's radiologists. The principal selling effort is directed
toward the local base of referring physicians. In support of the selling effort,
the Company provides marketing materials, including newsletters and brochures
and holds routine educational sessions for physicians. The Company also assists
the Imaging Center in addressing needs of managed care organizations by
negotiating contracts with these organizations and working closely with
insurance plan administrators, HMO personnel, workers' compensation coordinators
and hospital administrators.

        Raytel Heart Centers and Cardiovascular Diagnostic Facilities

        The Company markets the services of its Cardiovascular Diagnostic
Facilities using the basic approach employed with the Imaging Centers. Each
facility undertakes marketing activities specifically structured for its local
or regional market. The manager of each facility initiates and maintains contact
with local referring physicians. The Company's central sales organization
supports the local selling effort with marketing materials and assistance in the
development of clinical outreach programs designed to make the capabilities of
the center available to underserved segments of the community. The center
manager coordinates local physician contacts with the Company's cardiac
monitoring and testing sales force to cross-sell the Company's transtelephonic
pacemaker monitoring, Holter monitoring and cardiac event detection services.
The Company's central sales group negotiates contacts with managed care
organizations. This group also assists the center manager in addressing the
needs of such organizations.

        Raytel Physician Practice Management Services

        The Company markets services of the physician practices it manages
through a team approach tailored to the needs of each physician practice, in the
same fashion used to market the services of the Imaging Centers and its heart
centers and Cardiovascular Diagnostic Facilities.

BILLING AND COLLECTION

        The Company's cardiac monitoring and testing operations generate a high
volume of relatively low-cost services delivered to patients living throughout
the United States. The Company derives substantially all of its transtelephonic
pacemaker monitoring, cardiac event detection services, and Holter monitoring
revenues from Medicare and other third-party payors and, in most cases, renders
bills to at least two payors for each procedure. In the year ended September 30,
1999 the Company generated more than one million bills to Medicare and other
third-party payors related to these businesses. Accordingly, the Company's
success in these businesses is substantially dependent upon the efficiency of
its billing and collection systems.



                                       11
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        All of the billing and collection functions for the Company's cardiac
testing operations are centralized at the Company's facilities in Connecticut.
The Company has specialized data management systems that it uses to obtain and
record primary and secondary insurance data at the time of patient enrollment
and to maintain and update that information. The Company's billing and
collection staff is specially trained in third-party coverage and reimbursement
procedures. The Company communicates continuously with carriers administering
Medicare and has established procedures that allow it to submit most primary
Medicare claims electronically, on a batch-billing basis. In addition, the
Company maintains a database on the billing procedures and requirements of more
than 1,500 insurance carriers, which enables it to efficiently process claims to
primary, secondary and tertiary private insurers. Computerized billing and
collection reports allow the Company's personnel to continually monitor open
accounts.

        Due to the complexity of the billing and collection process, the
Company, like many other healthcare service providers, experiences normal
payment cycles that are considerably longer than those customary in many other
industries. The Company typically experiences billing cycles of 60 to 240 days
from the billing date, depending on the type and number of third-party payors,
although billing cycles can be even longer in certain situations. Based upon its
experience, the Company believes that its specialized data processing system and
its extensive background in processing high volume, third-party claims serve to
minimize collection cycles and the incidence of rejected claims due to
incomplete or inaccurate information.

        The Company bills and collects for the Imaging Centers, physician
practices, heart centers and other cardiac facilities that it manages.

THIRD-PARTY REIMBURSEMENT

        The Company derives substantially all of its revenues from Medicare,
HMOs and commercial insurers and other third-party payors. Both government and
private payment sources have instituted cost containment measures designed to
limit payments made to healthcare providers, by reducing reimbursement rates,
limiting services covered, increasing utilization review of services,
negotiating prospective or discounted contract pricing, adopting capitation
strategies and seeking competitive bids. There can be no assurance that such
measures will not adversely affect the amounts or types of services that may be
reimbursable to the Company in the future, or that the future reimbursement for
any service offered by the Company will be sufficient to cover the costs and
overhead allocated to such service by the Company, either of which could have a
material adverse effect on the Company's operating results. The Company cannot
predict with any certainty whether or when additional changes in Medicare,
Medicaid or other third-party reimbursement rates or policies will be
implemented. However, such future changes could have a material adverse effect
on the Company's business, financial condition or operating results.

        Reimbursement rates vary depending on the type of third-party payors.
Changes in the composition of third-party payors from higher reimbursement rate
payors to lower reimbursement rate payors could have an adverse effect on the
Company's operating results. In addition, the Company anticipates that it may
increasingly offer its services to third party payors on a capitated or other
risk-sharing basis. To the extent that patients or enrollees covered by a
risk-sharing contract require more frequent or extensive services than is
anticipated by the Company, the revenue derived from such contract may be
insufficient to cover the costs of the services provided. Insufficient revenue
under capitated or other risk-sharing contracts could have a material adverse
effect on the Company's business, financial condition or operating results.

GOVERNMENT REGULATION

        The healthcare industry is highly regulated, and there can be no
assurance that the regulatory environment in which the Company operates will not
change significantly and adversely in the future. In



                                       12
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general, the scrutiny of methods and levels of payment of healthcare providers
and companies is increasing.

        On August 5, 1997, President Clinton signed the Balanced Budget Act of
1997 ("BBA") into law. Two of the areas affected most profoundly by this law are
(1) fraud and abuse, and (2) the effort of the federal government to use its
purchasing power to expand health care options for Medicare beneficiaries while
using pressure from increased competition to control costs. The fraud and abuse
provisions build on many of the provisions that were enacted by the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA"). In addition to
the specific changes, the fraud and abuse provisions of the BBA signify an
apparent shift to the Office of the Inspector General of the Department of
Health and Human Services (the "OIG") of not only enforcement power, but
policy-making authority as well. In addition, the BBA broadened the authority
for the HCFA to enter into contracts for providing managed care to Medicare
beneficiaries by expanding the type of managed care options available to
Medicare beneficiaries.

        On October 31, 1997, the Secretary of the Department of Health and Human
Services ("HHS") published final regulations implementing a number of changes
proposed in June 1997. One of the changes replaced the independent physiological
laboratory ("IPL") with the creation of the independent diagnostic testing
facility (the "IDTF"). An IDTF is a diagnostic facility, distinct from a
physician's office or hospital, which does not directly use test results to
treat patients. The facility exists to perform diagnostic testing procedures.
The Company's cardiac monitoring and testing services currently operate as an
IPL. The original implementation date was postponed until March 1999, and the
Company is in the process of replacing all of its designations as an IPL with
the new designation as an IDTF, as required by the new regulations.

        The Company believes that healthcare legislation, regulations and
interpretations will continue to change and, as a result, routinely monitors
developments in healthcare law. The Company expects to modify its agreements and
operations from time to time as the business and regulatory environment changes.
While the Company believes it will be able to structure all of its agreements
and operations in accordance with applicable law, the lack of definitive
interpretations of many statutory and regulatory provisions means that there can
be no assurance that the Company's arrangements are in compliance with such
provisions or will not be successfully challenged.

        Government Reimbursement Programs

        The federal government maintains the Medicare health insurance program
for the aged. Individual states have programs for medical assistance to the
indigent known generally as Medicaid, which are partially financed by the
federal government. Federal Medicaid funds are currently conditioned on state
compliance with federal requirements. A significant portion of the Company's
revenues is received under Medicare and other government programs. Both the
Medicare and Medicaid programs are subject to statutory and regulatory changes,
retroactive and prospective rate adjustments, administrative rulings,
interpretations of policy, intermediary determinations, and government funding
restrictions, all of which may materially increase or decrease the rate of
program payments to healthcare facilities and other healthcare suppliers and
practitioners.

        The Company's existing cardiac monitoring and testing services derive a
substantial portion of its revenue from the Medicare program. The Company's
heart centers, diagnostic imaging, and Cardiovascular Diagnostic Facilities also
derive a substantial portion of their revenue from payments made under the
Medicare program, and the Company anticipates that future facilities and
services will also derive significant revenues from these sources. In order to
participate in this program, a newly-developed facility must be certified after
officials administering the Medicare program in the state where the facility is
located, or their designees, have conducted a survey of the facility, a process
that cannot commence until the facility opens and begins providing services to
patients. Once a facility is certified, it will be reimbursed by Medicare for
services performed from the date on which a satisfactory



                                       13
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survey is conducted in connection with the certification of the facility or such
later date as an acceptable plan is submitted to correct any deficiencies noted
in the survey. The Company expects that delays in the certification process may
occur and may increase with the funding limitations being imposed on certifying
authorities. Combined with the billing and collection cycle for Medicare
reimbursement that all healthcare facilities experience, these delays could
result in a three to six month working capital deficiency during the start-up
phase for newly developed cardiac centers. These working capital deficiencies
will have to be funded by the Company through working capital advances to the
facilities using funds provided by operating or financing activities.

        The Stark Law and Medicare Fraud and Abuse Laws

        The Company is subject to a variety of laws and regulations governing
the referral of patients to facilities with whom the referring physician has a
financial relationship.

        Subject to certain exceptions, physicians who have a financial
relationship with an entity providing healthcare services are prohibited by
federal law (the "Stark Law") from referring or admitting patients to that
entity for the provision of certain designated services reimbursable under
Medicare or Medicaid, as well as certain other federally assisted state
healthcare programs. The entity providing healthcare services is also prohibited
from presenting, or causing to be presented, a claim or bill for the designated
services furnished pursuant to a prohibited referral. Possible sanctions for
violations of the Stark Law include civil monetary penalties, exclusion from the
Medicare and Medicaid programs and forfeiture of amounts collected in violation
of such prohibition. The Stark Law prohibits a physician who owns stock of a
company from referring patients to the medical facilities in which such company
has an ownership interest unless such Company's stockholders' equity exceeds
$75.0 million.

        On January 9, 1998, the Health Care Financing Administration ("HCFA")
published proposed rules implementing the Stark Law. The regulations have been
published in proposed form and HCFA has solicited comments on the proposed
regulations. The proposed regulations do not have the force of law, but they do
provide information regarding the views of enforcement agencies, such as the
OIG.

        The Stark Law was originally enacted in December 1989, and prohibited a
physician (or an immediate family member of a physician), with a financial
relationship with a clinical laboratory from making a referral to the clinical
laboratory for the furnishing of clinical laboratory services for which payment
otherwise would be made by the Medicare program. In 1993, the Stark Law was
amended to expand the referral prohibition to apply to certain "designated
health services." The 1993 amendments are commonly referred to as "Stark II."
Two years later, in 1995, HCFA issued regulations, but these applied only to the
original 1989 Stark Law. The recently promulgated regulations apply to the Stark
II Law.

        Generally, the Stark Law prohibits physicians from referring Medicare
patients to facilities for "designated health services" if the physician (or
immediate family member of the physician) has a financial arrangement with the
entity, unless the arrangement fits within an exception. The definition of
designated health services specifically includes radiology services, including
MRI, CT, ultrasound and nuclear medicine. However, the regulations specifically
exclude "invasive" radiology, which includes cardiac catheterization, PTCA and
similar imaging modalities used to guide a needle, probe or catheter accurately.
Thus, the Stark Law does not prohibit physician ownership of an entity or
facility which provides "invasive" radiology, such as cardiac catheterization
services provided at the Cardiovascular Diagnostic Facilities.

        In addition to the limitations of the Stark Law, a number of states have
laws which apply to referrals made for services reimbursed by all payors, and
not simply Medicare or Medicaid. Some of these laws may extend to the services
furnished by medical facilities in which the Company has an



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ownership interest and, absent the availability of an exception under such laws,
could prohibit physicians with ownership interests in the Company from referring
any patients to such facilities.

        The Company is also subject to the illegal remuneration provisions of
the federal Social Security Act and similar state laws ("Fraud and Abuse Laws")
which collectively impose civil and criminal sanctions on persons who solicit,
offer, receive or pay any remuneration, directly or indirectly, for referring a
patient for treatment that is paid for in whole or in part by Medicare, Medicaid
or similar state or private programs. The courts and the OIG have stated that
the Fraud and Abuse Laws are violated where even one purpose, as opposed to a
primary or sole purpose, of the arrangement is to induce referrals. Violations
of the Fraud and Abuse Laws are punishable by criminal or civil penalties, which
may include exclusion or suspension of the provider from future participation in
the Medicare, Medicaid and similar state and federal programs, as well as
substantial fines. The federal government has published exemptions, or "safe
harbors," for business transactions that will be deemed not to violate the
federal Fraud and Abuse Laws. Although satisfaction of the requirements of these
safe harbors provides protection from criminal prosecution or penalties under
the federal anti-kickback legislation, failure to meet the safe harbors does not
necessarily mean a transaction violates the statutory prohibitions. Due to the
breadth of the statutory provisions of the Fraud and Abuse Laws and the absence
of definitive regulations or court decisions addressing the type of arrangements
by which the Company and its affiliated entities conduct and will conduct their
business, from time to time certain of their practices may be subject to
challenge under these laws. In October 1995, Congress passed a bill that would
extend the prohibitions of the Fraud and Abuse Laws to all third-party payors,
governmental and private. In the HIPAA and BBA, Congress expanded the government
fraud and abuse controls in a number of ways and added a provision for obtaining
advisory opinions from the OIG regarding physician self-referral compliance with
the Stark Law.

        The Company has attempted to structure its business relations to comply
with the Stark Legislation, the Fraud and Abuse Laws and all other applicable
healthcare laws and regulations. However, there can be no assurance that such
laws will be interpreted in a manner consistent with the Company's practices. In
addition, state legislatures and other governmental entities are considering
additional measures restricting or regulating referrals, and there can be no
assurance that new laws or regulations will not be enacted which will require
restructuring of the Company's operations or otherwise have a material adverse
effect on the Company's business, financial condition or operating results.

        Certificates of Need and Other Licensing Requirements

        Certain states in which the Company operates or may operate in the
future prohibit the establishment, expansion or modification of certain
healthcare facilities and the services provided at such facilities, including
heart centers, catheterization laboratories and diagnostic imaging centers,
without first obtaining a certificate of need ("CON") or comparable license from
the appropriate state regulatory agency. In addition to any CON or comparable
licensing requirements that may apply, heart centers, catheterization
laboratories and diagnostic imaging centers developed or operated by the Company
may also be required to comply with other licensing requirements, which vary
from state to state. Obtaining CON approval or comparable licensing is typically
an expensive and lengthy process and may involve adversarial proceedings
initiated by competing facilities or taxpayer groups. The existence of these
laws or future legislation changing these laws may make it more difficult or
prohibitive for the Company to develop heart centers, catheterization
laboratories or other diagnostic facilities, maintain existing facilities or
expand the services provided at such facilities or its other diagnostic imaging
facilities.

        Under current California regulations, the performance of cardiac
catheterization procedures is generally restricted to licensed general acute
care hospitals. In 1996, the Company applied for a license for its freestanding
cardiac catheterization laboratory in Fremont, California under a pilot program.
Although this pilot program was repealed in 1993, the Company believes that it
meets all of the requirements for the granting of a license, because the entity
holding the permit for such a facility was in active status as of December 31,
1993. In September 1997, the regional office of the California



                                       15
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Department of Health Services notified the Company by letter dated September 8,
1997 that its application for the license was denied. In December 1997, the
Company filed an appeal of the Department's decision and filed a Petition for
Writ of Mandate requesting that the Superior Court of California order the
Department of Health Services to issue the appropriate license. The Superior
Court denied the Company's request for a Writ of Mandate and returned the matter
to the administrative appeals office of the Department of Health Services. In
July 1998, the Company and the Department presented the case to an
administrative law judge. Final briefs were submitted in November 1998 and a
final decision of the administrative law judge was received in late March 1999.
Nearly eight months after the administrative hearing, the administrative law
judge for the California Department of Health Services issued its decision
denying the Company's application for licensure of its freestanding cardiac
catheterization laboratory in Fremont.

        The Company from time to time is required to upgrade or modify its
facilities in order to maintain its licenses. In many states, a facility, such
as a free-standing heart center, must be completed before a license will be
issued allowing the facility to operate, and even once the facility is built
there can be no assurances that a license or certification for operations will
be issued by the appropriate government agency.

        Restrictions on Corporate Practice of Medicine

        The laws of certain states in which the Company operates or may operate
in the future prohibit non-physician entities from practicing medicine,
exercising control over physicians or engaging in certain practices such as
fee-splitting with physicians. Although the Company has structured its
affiliations with physician groups so that the physicians maintain exclusive
authority regarding the delivery of medical care, there can be no assurance that
these laws will be interpreted in a manner consistent with the Company's
practices or that other laws or regulations will not be enacted in the future
that could have a material adverse effect on the Company's business. If a
corporate practice of medicine law is interpreted in a manner that is
inconsistent with the Company's practices, the Company would be required to
restructure or terminate its relationship with the applicable physician group to
bring its activities into compliance with such law. The termination of, or
failure of the Company to successfully restructure, any such relationship could
result in fines or a loss of revenue that could have a material adverse effect
on the Company's business, financial condition or operating results.

MEDICAL MALPRACTICE INSURANCE

        In general, the Company does not, itself, engage in the practice of
medicine and requires physicians performing medical services at its facilities
to maintain medical malpractice insurance. In the case of HIPSL, a wholly owned
subsidiary, the Company employs approximately 20 physicians, who are performing
medical services as members of a multi-specialty medical group. The other
licensed professionals in this practice, such as registered nurses, nurse
practitioners and technicians, perform their professional duties under the
direct supervision of the physicians. With the exception of the physician
employees of HIPSL, the Company's employees do not practice medicine. However,
certain of its employees are or will be involved in the delivery of healthcare
services to the public under the supervision of physicians. To protect the
Company from medical malpractice claims, including claims associated with its
employees' activities, the Company, or the Ventures for which the Company serves
as general partner, maintains professional liability and general liability
insurance on a "claims made" basis in amounts deemed appropriate by management
based upon the nature and risks of the Company's business. Such policies provide
malpractice coverage in the amount of $1 million per occurrence with an
aggregate limit of $3 million. Insurance coverage under such policies is
contingent upon a policy being in effect when a claim is made, regardless of
when the events which caused the claim occurred. The cost and availability of
such coverage has varied widely in recent years. While the Company believes its
insurance policies are adequate in amount and coverage for its current
operations, there can be no assurance that the coverage maintained by the
Company is sufficient to cover all future claims. In



                                       16
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addition, there can be no assurance that the Company will be able to obtain such
insurance on commercially reasonable terms in the future.

COMPETITION

        The healthcare service businesses in which the Company is currently
engaged are highly competitive. The restructuring of the healthcare system is
leading to rapid consolidation of the existing highly fragmented healthcare
delivery system into larger and more organized groups and networks of healthcare
providers. The Company expects competition to increase as a result of this
consolidation and ongoing cost containment pressures among other factors. In
executing its business strategy, the Company competes with management services
organizations, for-profit and nonprofit hospitals, HMOs and other competitors
that are seeking to form strategic alliances with physicians or provide
management services to physicians or to diagnostic and therapeutic facilities
owned by such physicians. In operating its heart centers, the Company encounters
competition from physician groups, general acute care hospitals and freestanding
and hospital-based cardiac care facilities located in the same markets.

        The Company's cardiac monitoring and testing programs compete with a
number of smaller, regional commercial entities as well as hospitals, clinics
and physicians who generally provide these services as an adjunct to their
primary practice. Principal competitive factors are the availability and quality
of service. The Company believes that it competes favorably with most of its
smaller competitors based on its 24-hour a day, seven-day a week service,
specialized technical staff and sophisticated billing and collection system.
Certain of its competitors, including local physicians and hospitals, may have
certain competitive advantages over the Company based upon their direct
relationships with patients.

        Cardiac catheterization and other cardiac diagnostic and therapeutic
procedures, as well as diagnostic imaging procedures, are performed in
hospitals, private physicians' offices, clinics operated by group practices of
physicians and independent catheterization facilities. Although the Company and
its affiliates operate in locations throughout the United States, competition
focuses on physician referrals at the local market level. Principal competitors
in each of the Company's markets are hospital and physician affiliated
facilities, some of which may have greater financial and other resources than
the Company, more experience and greater name recognition than the local
managers and physicians associated with the Company's Imaging Centers,
Cardiovascular Diagnostic Facilities and Catheterization Laboratories, or better
ties to the local medical community. Successful competition for referrals is a
result of many factors, including quality and timeliness of test results, type
and quality of equipment, facility location, convenience of scheduling and,
increasingly, relationships with managed care programs. Other independent
companies (including some which have substantially greater financial and
operating resources than the Company) are in the business of establishing
facilities similar to the facilities in which the Company has or may obtain
interests and providing management services to such facilities.

EMPLOYEES

        As of November 30, 1999, the Company employed approximately 765 full
time equivalent employees. None of the Company's employees are covered by
collective bargaining contracts.

ITEM 2. PROPERTIES

        The principal operations of the Company and its subsidiaries are
conducted at facilities located in Windsor, Connecticut; New York, New York;
Haddonfield, New Jersey; San Mateo, California; and Port St. Lucie, Florida. The
Windsor facility, consisting of approximately 36,679 square feet, is occupied
under a lease expiring in July 2004. The New York facility, consisting of
approximately 23,300 square feet, is occupied under a lease expiring in
September 2001. The Haddonfield facility, consisting of approximately 11,000
square feet, is occupied under a lease expiring in June 2000. The San Mateo
facility, consisting of approximately 2,400 square feet, is occupied under a
lease expiring in May 2003. The Port St. Lucie facility, consisting of
approximately 25,400 square feet, is occupied under a lease



                                       17
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expiring in December 2002. In addition, through seven of its consolidated
Imaging Centers, the Company leases a total of approximately 31,000 square feet
in facilities located in New York, New Jersey, California and Pennsylvania.
Through its acquisition of CVI in August 1997, the Company acquired eight
Cardiovascular Diagnostic Facilities in Texas, Louisiana, Maryland and Florida.
The joint ventures that operate the Cardiovascular Diagnostic Facilities lease a
total of approximately 89,000 square feet in these facilities. The Company
generally considers its properties to be in good condition and suitable for the
Company's anticipated needs.

ITEM 3. LEGAL PROCEEDINGS

        In September 1997, the California Department of Health Services denied
the Company's application for a license to operate a freestanding diagnostic
catheterization facility in Fremont, California. The Company filed an
administrative appeal requesting that the Department of Health Services
reconsider the denial of the application by the regional office of Licensing and
Certification. In addition, in November 1997, the Company filed a Petition for
Writ of Mandate requesting that the Superior Court of the State of California
for the County of Sacramento order the Department of Health Services to issue
the appropriate license, or in the alternative, to find that the Department of
Health Services lacks jurisdiction to regulate the operation of the diagnostic
catheterization facility. The Court denied the Company's Petition for a Writ of
Mandate and remanded the case the administrative law office of the Department of
Health Services. In July 1998, the Company and the Department presented their
case to an administrative law judge. Final briefs were filed in November 1998
and a final decision of the administrative law judge was received in late March
1999. Nearly eight months after the administrative hearing, the administrative
law judge for the California Department of Health Services issued its decision
denying the Company's application for licensure of its freestanding cardiac
catheterization laboratory in Fremont.

        In November 1999, the Company filed a demand for arbitration against
Comprehensive Cardiology Consultants, a Medical Group, Inc. ("CCMG") with
JAMS/Endispute, Inc. The Company provides management services to CCMG pursuant
to a long-term management services agreement entered into between the parties
in November 1996. The demand for arbitration asserts that Raytel is entitled to
rescission, restitution and/or damages as a result of CCMG's material breaches
of the management services agreement. Therefore, the Company does not expect
that an adverse opinion in the arbitration will have a material adverse effect
on the financial condition of the Company.

        Raytel and its subsidiaries are parties to other litigation and claims
arising out of its ongoing business operations. The Company believes that none
of these matters, either individually or in the aggregate, are likely to have a
material adverse effect on the Company's business, financial condition or
operating results.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.



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                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        The information required by this item is incorporated by reference to
information set forth under the heading "Stock Data Nasdaq Symbol: RTEL" on page
30 of the Company's 1999 Annual Report to Stockholders.

ITEM 6. SELECTED FINANCIAL DATA

        The information required by this item is incorporated by reference to
the information set forth under the heading "Five Year Financial Summary" on
page 5 of the Company's 1999 Annual Report to Stockholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

        The information required by this item is incorporated by reference to
information set forth under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 6 to 12 of the Company's
1999 Annual Report to Stockholders.

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

        The Company does not hold any marketable equity securities, foreign
currencies, or derivative financial instruments in its investment portfolio. At
the end of the fiscal year 1999, the Company did not hold any investments that
are subject to interest rate risk, except for approximately $1,693,000 in
investment grade commercial paper with maturities of less than 150 days. These
securities, like all fixed income instruments, are subject to interest rate risk
and will fall in value if market interest rates increase. However, because
commercial paper has such short maturities, the Company has the ability to hold
its fixed income investments until maturity. Therefore, the Company would not
expect to recognize an adverse impact in income or cash flows if there were an
increase or decrease in interest rates. The Company has not issued any debt
securities other than promissory notes with fixed interest rates in connection
with certain acquisitions, and therefore does not have any interest rate risk
with respect to this type of financing activity.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The information required by this item is incorporated by reference to
the financial statements and supplementary data on pages 13 to 29 of the
Company's 1999 Annual Report to Stockholders.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

        Not Applicable.



                                       19
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                                    PART III

        Certain information required by Part III is omitted from this report in
that the Company intends to file its definitive proxy statement pursuant to
Regulation 14A (the "Proxy Statement") not later than 120 days after the end of
the fiscal year covered by this report, and certain information therein is
incorporated herein by reference.


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        The information required by this Item is incorporated by reference to
information set forth in the Proxy Statement under the heading "Proposal No. 1 -
Election of Directors - Executive Officers and Directors."

        The information required by this Item with respect to compliance with
Section 16(a) of the Securities Exchange Act of 1934 is incorporated by
reference to information set forth in the Proxy Statement under the heading
"Section 16(a) Beneficial Ownership Reporting Compliance."


ITEM 11. EXECUTIVE COMPENSATION

        The information required by this Item is incorporated by reference to
information set forth in the Proxy Statement under the heading "Executive
Compensation and Other Matters."


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The information required by this Item is incorporated by reference to
information set forth in the Proxy Statement under the heading "Security
Ownership of Certain Beneficial Owners and Management."


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The information required by this Item is incorporated by reference to
information set forth in the Proxy Statement under the heading "Certain
Transactions."



                                       20
   21

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)     1. FINANCIAL STATEMENTS:

        Report of Independent Public Accountants

        Consolidated Statements of Operations for the Years Ended September 30,
        1999, 1998 and 1997

        Consolidated Balance Sheets as of September 30, 1999 and 1998

        Consolidated Statements of Changes in Stockholders' Equity for the Years
        Ended September 30, 1999, 1998 and 1997

        Consolidated Statements of Cash Flows for the Years Ended September 30,
        1999, 1998 and 1997

        Notes to Consolidated Financial Statements

        Supplementary Data: Quarterly Financial Data (unaudited)


        2. FINANCIAL STATEMENT SCHEDULES:

        Report of Independent Public Accountants

        Schedule II - Valuation and Qualifying Accounts


        3. EXHIBITS:

        The exhibits which are filed with this Form 10-K, or incorporated herein
        by reference, are set forth in the Exhibit Index, which immediately
        precedes the exhibits to this Report.


(b)     REPORTS ON FORM 8-K DURING THE QUARTER ENDED SEPTEMBER 30, 1999

        The Company filed no report on Form 8-K during the quarter ended
September 30, 1999.



                                       21
   22

                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                    RAYTEL MEDICAL CORPORATION



Dated:  December 28, 1999           By:   /s/ RICHARD F. BADER
                                       ---------------------------------------
                                          Richard F. Bader
                                          Chairman and Chief Executive Officer


        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities indicated
on the dates indicated.



       SIGNATURE                                     TITLE                             DATE
                                                                            
 /s/ RICHARD F. BADER            Chairman of the Board and Chief Executive        December 28, 1999
- - - - - - - - - - ------------------------         Officer (Principal Executive Officer)
  (Richard F. Bader)

/s/ JOHN F. LAWLER, JR.          Senior Vice President and Chief Financial        December 28, 1999
- - - - - - - - - - ------------------------         Officer  (Principal Financial and Accounting
 (John F. Lawler, Jr.)           Officer)

   /s/ ALLAN ZINBERG             President, Chief Operating Officer and           December 28, 1999
- - - - - - - - - - ------------------------         Director
    (Allan Zinberg)

/s/ DAVID E. WERTHEIMER          Senior Vice President and Director               December 28, 1999
- - - - - - - - - - ------------------------
 (David E. Wertheimer)

   /s/ MARY M. LAMPE             Director                                         December 28, 1999
- - - - - - - - - - ------------------------
    (Mary M. Lampe)
                                 Director                                         December 28, 1999
- - - - - - - - - - ------------------------
   (Gene I. Miller)

 /s/ THOMAS J. FOGARTY           Director                                         December 28, 1999
- - - - - - - - - - ------------------------
  (Thomas J. Fogarty)




                                       22
   23

              REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE



To the Board of Directors and Stockholders of
Raytel Medical Corporation:

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements of Raytel Medical Corporation and Subsidiaries
included in this Form 10-K, and have issued our report thereon dated November
12, 1999. Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying schedule is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission rules and is not part of
the basic financial statements. The information reflected on the schedule has
been subjected to the auditing procedures applied in the audits of the basic
financial data, and in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.


                               /s/ Arthur Andersen LLP
                               -------------------------
                               Arthur Andersen LLP

Hartford, Connecticut
November 12, 1999



                                       23
   24

                                                                     Schedule II


                   RAYTEL MEDICAL CORPORATION AND SUBSIDIARIES

              For the years ended September 30,1999, 1998 and 1997

                        VALUATION AND QUALIFYING ACCOUNTS




                                    Balance at      Charged to
                                    Beginning        Cost and                                                Balance at
                                    of Year          Expenses           Other (1)         Deductions         End of Year
                                                                                              
DESCRIPTION
September 30, 1999                 $ 7,093,000       $ 6,467,000                          $(7,896,000)       $ 5,664,000
      Allowance for doubtful
      accounts

September 30, 1998
      Allowance for doubtful       $ 6,189,000       $ 5,767,000                          $(4,863,000)       $ 7,093,000
      accounts

September 30, 1997
      Allowance for doubtful       $ 5,855,000       $ 5,387,000       $ 1,946,000        $(6,999,000)       $ 6,189,000
      Accounts



        (1) The majority represents a reserve acquired in connection with the
        purchase of CVI on August 15, 1997.



                                       24
   25

                                INDEX TO EXHIBITS


EXHIBIT                         EXHIBIT TITLE
NUMBER

3.1(1)       Restated Certificate of Incorporation of the Registrant.

3.2(2)       Bylaws of the Registrant, as amended.

4.1(3)       Rights Agreement dated as of August 14, 1998 between the Registrant
             and BankBoston N.A., as Rights Agent

*10.1(4)     1983 Incentive Stock Option Plan, as amended.

*10.2(4)     1990 Stock Option Plan, as amended.

*10.3(4)     1995 Outside Directors Stock Option Plan.

*10.7(4)     Form of Indemnity Agreement for officers and directors.

*10.8(4)     Employment Agreement dated September 28, 1995 between the
             Registrant and Richard F. Bader.

*10.9(4)     Employment Agreement dated September 28, 1995 between the
             Registrant and Allan Zinberg.

10.22(4)     Lease Agreement dated March 6, 1992 between the Registrant and
             Peninsula Office Park, as amended.

10.24(4)     Agreement of Lease Dated July 22, 1983 between the Registrant and
             C.E. Towers Co., as amended, with Lease Assignment and Assumption
             Agreement Dated February 26, 1993 between the Registrant and
             Medtronic, Inc. and Consent of C.E. Towers Co. dated February 12,
             1993.

10.28(4)     Joint Venture Agreement dated March 3, 1998 between Medical Imaging
             Partners, L.P. and California Medical Imaging Services, Inc., as
             amended, and related agreements.

10.30(4)     MRI Diagnostic Partners I, L.P. 1986 Limited Partnership Agreement
             dated December 31, 1986, and related agreement and MRI Building
             Partners, L.P. 1986 Agreement of Limited Partnership dated December
             31, 1986.

+10.38(5)    Master Transaction Agreement, dated as of August 21, 1996, but
             effective as of September 18, 1996, between and among Raytel
             Medical Corporation, Raytel Texas Physician Services, Inc., Raytel
             Southeast Management, L.P., Southeast Texas Cardiology Associates,
             P.A., Southeast Texas Cardiology Associates II, P.A., Rodolfo P.
             Sotolongo, M.D., Wayne S. Margolis, M.D., Michael L. Smith, M.D.,
             and Miguel Castellanos, M.D.

+10.40(6)    Management Services Agreement, dated and effective as of September
             18, 1996, between Cardiology Management Partnership, a Texas
             general partnership, and Southeast Texas Cardiology Associates II,
             P.A., as assigned to Raytel Southeast Management, L.P.

*10.41(7)    Employee Stock Purchase Plan dated May 8, 1996

10.42(7)     Amended and Restated Credit Agreement and form of Promissory Note
             dated August 14, 1996 among the Registrant, Bank of Boston
             Connecticut and Banque Paribas, and Bank of Boston Connecticut, as
             agent.

10.43(7)     Promissory Note in the amount of $15,000,000 between the Registrant
             and Bank of Boston Connecticut dated September 2, 1996.

10.44(7)     Promissory Note in the amount of $10,000,000 between the Registrant
             and Banque Paribas dated September 2, 1996.

10.45(8)     First Amendment to Amended and Restated Credit Agreement dated June
             4, 1997 among the Registrant, Bank of Boston Connecticut and Banque
             Paribas, and Bank of Boston Connecticut, as agent.

10.46(8)     Second Amendment to Amended and Restated Credit Agreement, dated
             September 26, 1997 among the Registrant, Bank of Boston Connecticut
             and Banque Paribas, and Bank of Boston Connecticut, as agent.

10.47(8)     Promissory Note in the amount of $27,000,000 between the Registrant
             and Bank of Boston Connecticut dated September 26, 1997.



                                       25
   26

10.48(8)     Promissory Note in the amount of $18,000,000 between the Registrant
             and Banque Paribas dated September 26, 1997.

10.50(8)     Noncompetition Agreement, dated as of August 15, 1997, by and
             between David E. Wertheimer and Raytel Medical Corporation

*10.51(8)    Employment Agreement, dated as of January 1, 1996, by and between
             David E. Wertheimer, M.D., and Heart Institute of Port St. Lucie,
             Inc., an indirect wholly-owned subsidiary of Registrant as a result
             of the CVI acquisition.

*10.52(9)    Employment Agreement dated as of March 1, 1998, by and between
             Swapan Sen and Raytel Medical Corporation.

*10.53(9)    Employment Agreement dated as of March 1, 1998, by and between F.
             David Rollo, M.D., Ph.D., and Raytel Medical Corporation.

*10.54(9)   Employment Agreement dated as of March 1, 1998, by and between
             Michael O. Kokesh and Raytel Medical Corporation.

10.55(10)    Third Amendment to Amended and Restated Credit Agreement, dated
             July 24, 1998 among the Registrant, Bank of Boston Connecticut and
             Banque Paribas, and BankBoston, as agent.

10.56(10)    Succession Agreement, dated July 1, 1998, by and among David E.
             Wertheimer, M.D., Advanced Magnetic Resonance Imaging, P.C., Raytel
             Medical Corporation and Raytel Imaging Holdings, Inc. as General
             Partner for Forest Hills Imaging Venture.

10.57(10)    Succession Agreement, dated February 3, 1997, by and among F. David
             Rollo, M.D., Raytel Medical Group, Inc., P.C., Raytel Medical
             Corporation and Raytel California Physician Services, Inc.

10.58        Fourth Amendment to Amended and Restated Credit Agreement, dated
             July 24, 1998 among the Registrant, Bank of Boston Connecticut and
             Banque Paribas, and BankBoston, as agent.

10.59        Commercial Office Lease dated July 19, 1999 between Registrant and
             USGC Joint Venture.

*10.60       Key Management Retention Agreement dated as of September 1, 1999,
             by and between Swapan Sen and Raytel Medical Corporation.

*10.61       Key Management Retention Agreement dated as of September 1, 1999,
             by and between David E. Wertheimer, M.D. and Raytel Medical
             Corporation.

*10.62       Key Management Retention Agreement dated as of September 1, 1999,
             by and between John F. Lawler, Jr. and Raytel Medical Corporation.

13.1         Portions of Annual Report to Stockholders incorporated by reference
             in this Report on Form 10-K.

21.1         List of subsidiaries of the Registrant.

23.1         Consent of Arthur Andersen LLP.

27           Financial Data Schedule

*       Constitutes a management contract or compensatory plan required to be
        filed pursuant to Item 14(c) of Form 10-K.

+       Confidential treatment has been granted as to a portion of this Exhibit.


(1)     Incorporated by reference to identically numbered exhibit to the
        Registrant's Form 10-Q Report for the quarter ended December 31, 1995.

(2)     Incorporated by reference to Exhibit 4 to the Registrant's Form 8-K
        Report filed on October 23, 1998 (the "October 1998 Form 8-K").

(3)     Incorporated by reference to Exhibit 1 to the October 1998 Form 8-K.

(4)     Incorporated by reference to the identically numbered exhibit to the
        Registrant's Registration Statement on Form S-1, No. 33-97860, which
        became effective on November 30, 1995 (the "1995 Registration
        Statement").


                                       26
   27

(5)     Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K
        Report filed on October 3, 1996 (the "October 1996 Form 8-K").

(6)     Incorporated by reference to Exhibit 2.3 to the October 1996 Form 8-K.

(7)     Incorporated by reference to identically numbered exhibits to the
        Registrant's Form 10-K Report for the year ended September 30, 1996.

(8)     Incorporated by reference to identically numbered exhibits to the
        Registrant's Form 10-K Report for the year ended September 30, 1997.

(9)     Incorporated by reference to Exhibit 2.1 to the March 1998 Form 10-Q.

(10)    Incorporated by reference to identically numbered exhibits to the
        Registrant's Form 10-K Report for the year ended September 30, 1998.



                                       27

EX-10.58

   1
                                                                   EXHIBIT 10.58



                           FOURTH AMENDMENT TO AMENDED
                          AND RESTATED CREDIT AGREEMENT

        This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"AMENDMENT") dated as of July 30, 1999, is by and among Raytel Medical
Corporation (the "BORROWER"), BankBoston, N.A., successor by merger to Bank of
Boston Connecticut ("BANKBOSTON"), and Banque Paribas (collectively, the
"BANKS") and BankBoston, as agent for the Banks (in such capacity, the "AGENT").

                              W I T N E S S E T H:

        WHEREAS, the Borrower, the Banks and the Agent entered into a certain
Amended and Restated Credit Agreement dated as of August 14, 1996, as amended by
the First Amendment to Amended and Restated Credit Agreement dated as of June 4,
1997, the Second Amendment to Amended and Restated Credit Agreement dated as of
September 26, 1997 and the Third Amendment to Amended and Restated Credit
Agreement dated as of July 24, 1998 (as amended from time to time, the "CREDIT
AGREEMENT"); and

        WHEREAS, the Borrower has requested that the Credit Agreement be amended
in certain respects; and

        WHEREAS, the Agent and the Banks have agreed to amend the Credit
Agreement on the terms and conditions set forth herein.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

        SECTION 1. DEFINITIONS. Capitalized terms used herein without definition
that are defined in the Credit Agreement shall have the same meanings herein as
therein.

        SECTION 2. REPRESENTATIONS AND WARRANTIES. The Borrower hereby repeats
on and as of the date hereof the representations and warranties made by it in
the Credit Agreement, provided that all references therein to the Credit
Agreement shall refer to the Credit Agreement as amended hereby.

        SECTION 3. RATIFICATION, ETC. Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto
are hereby ratified and confirmed in all respects and shall continue in full
force and effect. This Amendment and the Credit Agreement shall hereafter be
read and construed together as a single document, and all references in the
Credit Agreement or any related agreement or instrument


   2
Page 2


to the Credit Agreement shall hereafter refer to the Credit Agreement as amended
by this Amendment.

        SECTION 4. AMENDMENTS TO CREDIT AGREEMENT.

               SECTION 4.1. AMENDMENT TO SECTION 2.2. Section 2.2 of the Credit
        Agreement is hereby amended by deleting the phrase "one-quarter of one
        percent (1/4%)" from the fourth line thereof and substituting therefor
        the phrase "one-half of one percent (1/2%)."

               SECTION 4.2. AMENDMENT TO SECTION 2.5. Section 2.5 of the Credit
        Agreement is hereby amended by deleting subsections "(a)" and "(b)" from
        such section and substituting therefor the following:

               "(a) Each Revolving Credit Base Rate Loan shall bear interest for
        the period commencing with the Drawdown Date thereof and ending on the
        last day of each Interest Period with respect thereto at the Base Rate
        plus the Applicable Base Rate Margin. With respect to each Revolving
        Credit Base Rate Loan and each fiscal quarter of the Borrower, the
        Applicable Base Rate Margin will be determined by the Agent after review
        of the Leverage Ratio of the Borrower and its Subsidiaries for the
        period of four (4) consecutive fiscal quarters ending on the fiscal last
        day of the quarter immediately preceding such fiscal quarter, all as
        follows:



                                               APPLICABLE BASE RATE
                 LEVERAGE RATIO                       MARGIN
                 --------------                --------------------
                                            
        Greater than 2.2:1.0                          0.50%

        Less than or equal to 2.2:1.0
        but greater than 1.5:1.0                      0.25%

        Less than or equal to 1.5:1.0
                                                      0.00%


        The Agent will determine the Applicable Base Rate Margin for each fiscal
quarter on the forty-fifth (45th) day following the last day of the immediately
preceding fiscal quarter by reference to the financial statements delivered to
the Agent and the Banks by the Borrower in accordance with the terms hereof with
respect to the period of four (4) consecutive fiscal quarters ending on such
immediately preceding fiscal quarter.

               (b) Each Revolving Credit LIBOR Rate Loan shall bear interest for
        the period commencing with the Drawdown Date thereof and ending on the
        last day of each Interest Period with respect thereto at

   3
Page 3


        the LIBOR Rate determined for such Interest Period plus the Applicable
        LIBOR Rate Margin. With respect to each Revolving Credit LIBOR Rate Loan
        and each fiscal quarter of the Borrower, the Applicable LIBOR Rate
        Margin will be determined by the Agent after review of the Leverage
        Ratio of the Borrower and its Subsidiaries for the period of four (4)
        consecutive fiscal quarters ending on the immediately preceding fiscal
        quarter, all as follows:



                                               APPLICABLE LIBOR RATE
                 LEVERAGE RATIO                       MARGIN
                 --------------                ---------------------
                                            
        Greater than 2.2:1.0                         2.25%

        Less than or equal to 2.2:1.0
        but greater than 1.5:1.0                     2.00%

        Less than or equal to 1.5:1.0
                                                     1.75%


               The Agent will determine the Applicable LIBOR Rate Margin for
        each fiscal quarter on the forty-fifth (45th) day following the last day
        of the immediately preceding fiscal quarter by reference to the
        financial statements delivered to the Agent and the Banks by the
        Borrower in accordance with the terms hereof with respect to the period
        of four (4) consecutive fiscal quarters ending on such immediately
        preceding fiscal quarter."

               SECTION 4.3. AMENDMENT TO SECTION 3.1. The last sentence of
        Section 3.1 of the Credit Agreement is hereby amended in its entirety to
        read as follows:

               "All amounts owing in respect of the Revolving Credit Loans
        outstanding on the Revolving Credit Termination Date, including unpaid
        principal and any and all accrued and unpaid interest and fees thereon,
        shall automatically and without any further act become due and payable
        on the Revolving Credit Termination Date."

               SECTION 4.4. AMENDMENT TO SECTION 4. Section 4 of the Credit
        Agreement is hereby deleted in its entirety and all references to the
        "Term Loan" in the Credit Agreement are hereby deleted.

               SECTION 4.5. AMENDMENT TO SECTION 10. Section 10 of the Credit
        Agreement is hereby amended by adding a new Section "10.4" thereto to
        read as follows:

   4
Page 4


               "SECTION 10.4. EARNINGS BEFORE INTEREST AND TAXES, DEPRECIATION
        AND AMORTIZATION. The Borrower will not permit Earnings Before Interest
        and Taxes, Depreciation and Amortization of the Borrower and its
        Subsidiaries to be less than $4,000,000 for any fiscal quarter of the
        Borrower ending on or after June 30, 1999."

               SECTION 4.6. AMENDMENTS TO SCHEDULE 2. The definition of
        "Maturity Date" appearing in Schedule 2 of the Credit Agreement is
        hereby deleted and the definitions of "Leverage Ratio" and "Revolving
        Credit Termination Date" appearing in Schedule 2 of the Credit Agreement
        are hereby amended by deleting each of them in their entirety and
        substituting therefor, respectively, the following:

               "Leverage Ratio. With respect to any fiscal period, the ratio of
        Borrower's Consolidated Total Funded Debt to Earnings Before Interest
        and Taxes, Depreciation and Amortization of the Borrower and its
        Subsidiaries for such period."

               "Revolving Credit Termination Date. August 1, 2001."

        SECTION 5. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment is subject to the prior satisfaction, on or before August 1, 1999, of
the following conditions precedent (the date of such satisfaction herein
referred to as the "AMENDMENT EFFECTIVE DATE"):

               (a) Payment of Amendment Fee. The Borrower shall have paid to the
        Agent for the account of the Banks a non-refundable amendment fee of
        $56,250.00.

               (b) Representations and Warranties. The representations and
        warranties contained in paragraph 7 of the Credit Agreement shall have
        been correct at and as of the date made. Such representations and
        warranties shall also be correct at and as of the date thereof, except
        to the extent that such representations and warranties expressly related
        to a specific date or were based on facts which have changes in the
        ordinary course of business, which changes, either singly or in the
        aggregate, are not materially adverse.

               (c) No Event of Default. There shall exist no Event of Default or
        condition which, with either or both the giving of notice of the lapse
        of time, would result in an Event of Default upon the execution and
        delivery of this Amendment.

               (d) Corporate Action. The Banks and the Agent shall have received
        evidence reasonably satisfactory to the Bank and the Agent that all
        requisite corporate action necessary for the valid execution,

   5
Page 5


        delivery and performance by the Borrower and Guarantors of this
        Amendment and all other instruments and documents delivered by the
        Borrower and Guarantors in connection herewith.

               (e) Delivery of Amendment. The parties hereto shall have executed
        and delivered this Amendment in form and substance satisfactory to the
        Banks and the Agent.

        SECTION 6. EFFECTIVE DATE. This Amendment shall become effective among
the parties hereto as of the Amendment Effective Date. Until the Amendment
Effective Date, the terms of the Credit Agreement prior to its amendment hereby
shall remain in full force and effect.

        SECTION 7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
counterparts taken together shall be deemed to constitute one and the same
instrument.

        IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.


                                             RAYTEL MEDICAL CORPORATION



                                             By: /s/ JOHN F. LAWLER, JR.
                                                 -------------------------------

                                                Its: Vice President
                                                     ---------------------------

PARIBAS (Formerly known as Banque Paribas)

By: /s/ SEAN CONLON                          By: /s/ [Signature Illegible]
   --------------------------------             --------------------------------

Its: Managing Director                       By: Assistant Vice President
    -------------------------------             --------------------------------


BANKBOSTON, N.A.,
individually and as Agent


By: /s/ CHRIS PHELAN                         Its: Director
   --------------------------------              -------------------------------

   6
Page 6


Each of the undersigned Guarantors
acknowledges and accepts the foregoing
and ratifies and confirms in all respects
such Guarantor's obligations under the
Guarantees:

RAYTEL CARDIAC SERVICES, INC.



By:  /s/ JOHN F. LAWLER, JR.
   -------------------------------------

   Its: Vice President
       ---------------------------------


RAYTEL MEDICAL IMAGING, INC.



By:  /s/ JOHN F. LAWLER, JR.
   -------------------------------------

   Its: Vice President
       ---------------------------------

MEDICAL IMAGING PARTNERS L.P.
    By: RAYTEL MEDICAL IMAGING, INC.,
        Its General Partner



        By:  /s/ JOHN F. LAWLER, JR.
           -----------------------------

           Its: Vice President
               -------------------------


RAYTEL IMAGING HOLDINGS, INC.



By:  /s/ JOHN F. LAWLER, JR.
   -------------------------------------

   Its: Vice President
       ---------------------------------


RAYTEL CARDIOVASCULAR LABS, INC.



By:  /s/ JOHN F. LAWLER, JR.
   -------------------------------------

   Its: Vice President
       ---------------------------------

   7
Page 7


RAYTEL IMAGING NETWORK, INC.



By:  /s/ JOHN F. LAWLER, JR.
   -------------------------------------

   Its: Vice President
       ---------------------------------


RAYTEL IMAGING WEST INC.



By:  /s/ JOHN F. LAWLER, JR.
   -------------------------------------

   Its: Vice President
       ---------------------------------


RAYTEL IMAGING EAST INC.



By:  /s/ JOHN F. LAWLER, JR.
   -------------------------------------

   Its: Vice President
       ---------------------------------


RAYTEL IMAGING MID-ATLANTIC INC.



By:  /s/ JOHN F. LAWLER, JR.
   -------------------------------------

   Its: Vice President
       ---------------------------------


RAYTEL GRANADA HILLS INC.



By:  /s/ JOHN F. LAWLER, JR.
   -------------------------------------

   Its: Vice President
       ---------------------------------

EX-10.59

   1
                                                                   EXHIBIT 10.59



                             COMMERCIAL OFFICE LEASE

                                     BETWEEN




                               USGC JOINT VENTURE




                                   AS LANDLORD


                                       AND



                           RAYTEL MEDICAL CORPORATION




                                    AS TENANT




                              DATED: JULY 19, 1999

   2

                                TABLE OF CONTENTS




                                                                            Page
                                                                            ----
                                                                         
ARTICLE I
BASIC LEASE PROVISIONS                                                        1

ARTICLE II
THE PREMISES                                                                  4

ARTICLE III
TERM                                                                          5

ARTICLE IV
RENT                                                                          5

ARTICLE V
INTENTIONALLY DELETED                                                         6

ARTICLE VI
OPERATING EXPENSES                                                            6

ARTICLE VII
IMPOSITIONS RENTAL                                                           11

ARTICLE VIII
INTENTIONALLY DELETED                                                        13

ARTICLE IX
USE AND REQUIREMENTS OF LAW                                                  13

ARTICLE X
ASSIGNMENT AND SUBLETTING                                                    15

ARTICLE XI
MAINTENANCE AND REPAIR                                                       18

ARTICLE XII
CONDITION OF PREMISES; INITIAL CONSTRUCTION; ALTERATIONS                     19

ARTICLE XIII
SIGNS                                                                        21

ARTICLE XIV
TENANT'S EQUIPMENT AND PROPERTY                                              22

ARTICLE XV
RIGHT OF ENTRY                                                               22




                                      -i-
   3



                                                                            Page
                                                                            ----
                                                                         
ARTICLE XVI
INSURANCE                                                                    22

ARTICLE XVII
LANDLORD SERVICES AND UTILITIES                                              24

ARTICLE XVIII
LIABILITY OF LANDLORD                                                        26

ARTICLE XIX
RULES AND REGULATIONS                                                        27

ARTICLE XX
DAMAGE; CONDEMNATION                                                         27

ARTICLE XXI
DEFAULT OF TENANT                                                            28

ARTICLE XXII
MORTGAGES                                                                    30

ARTICLE XXIII
SURRENDER; HOLDING OVER                                                      31

ARTICLE XXIV
QUIET ENJOYMENT                                                              32

ARTICLE XXV
MISCELLANEOUS                                                                32

ARTICLE XXVI
RIGHT OF FIRST OFFER                                                         35

ARTICLE XXVII
OPTION TO RENEW                                                              37


                                LIST OF EXHIBITS

Exhibit A-1    Plan Showing Premises
Exhibit A-2    Legal Description of Land
Exhibit A-3    Reserved Parking Space Location
Exhibit B      Listing of Landlord's Work
Exhibit B-l    Work Agreement (including Schedules I, II, III and IV)
Exhibit C      Rules and Regulations
Exhibit D      Secretary's Certificate
Exhibit E      Janitorial Specifications



                                      -ii-
   4

                                COMMERCIAL OFFICE
                                      LEASE


    THIS COMMERCIAL OFFICE LEASE (hereinafter the "Lease") is made as of the
19th day of July, 1999 ("Date of Lease"), by and between USGC JOINT VENTURE, a
Connecticut joint venture consisting of Griffin Land & Nurseries, Inc., a
Delaware corporation, and USAA Real Estate Company, a Delaware corporation
("Landlord"), and RAYTEL MEDICAL CORPORATION, a Delaware corporation ("Tenant").

    Landlord and Tenant, intending legally to be bound, agree as set forth
below.


                                    ARTICLE I
                             BASIC LEASE PROVISIONS

    In addition to the terms which are defined elsewhere in this Lease, the
following defined terms are used in this Lease:

    1.1 Building. The building located at the address indicated below which is
on the Land (as hereinafter defined), and all alterations, additions,
improvements, restorations or replacements now or hereafter made thereto.

    1.2  Building Address:   7 Waterside Crossing
                             Windsor, CT 06095



    1.3 Premises. 36,679 Rentable Square Feet (as hereinafter defined), being
the entire third floor of the Building and a portion of the second floor of the
Building, all as outlined on EXHIBIT A-1 attached hereto and made a part hereof.

    1.4 Land. The piece or parcel of land which comprises the Project (as
hereinafter defined), as more particularly described on EXHIBIT A-2 attached
hereto and made a part hereof, and all rights, easements and appurtenances
thereunto belonging or pertaining, or such portion thereof as shall be allocated
by Landlord to the Project.

    1.5 Project. The development known as 7 Waterside Crossing consisting of the
real property and all improvements built thereon including without limitation
the Land, Building, Common Area (as hereinafter defined), Parking Facilities (as
hereinafter defined), and any other buildings, walkways, driveways, fences and
landscaping, containing approximately 80,520 Rentable Square Feet (as
hereinafter defined).

    1.6 Rentable Square Feet (Foot) or Rentable Area. The rentable area within
the Premises or the Building or any other building within the Project, as the
case may be, calculated as follows: (i) in the case of a single tenancy floor,
all floor area within the inside surface of the exterior walls of the building
excluding only the areas ("Service Areas") used for building stairs, fire
towers, elevator shafts, flues, vents, stacks, pipe shafts, and vertical ducts,
but including any Service Areas which are for the specific use of the particular
tenant, such as special stairs or elevators, plus an allocation of the square
footage of the building's elevator equipment room, central mechanical room,
ground floor lobbies, and all the Common Area on each such floor; and (ii) in
the case of a floor to be occupied by more than one tenant, all floor areas
within the inside surface of the exterior walls enclosing the Premises on such
floor and measured to the mid-point of the walls separating areas leased by or
held for lease to other tenants or from the Common



                                       -1-
   5

Area, but including a proportionate part of the Common Area located on such
floor based upon the ratio which the Tenant's Rentable Area (determined by
excluding the Common Area) on such floor bears to the aggregate Rentable Area
(determined by excluding the Common Areas) on such floor plus an allocation of
the square footage of the building's elevator equipment room, central mechanical
room, and ground floor lobbies. No deductions from Rentable Area shall be made
for columns or projections necessary to the building.

    1.7 Permitted Use. The Premises shall be used solely for general business
office purposes, including uses reasonably related and ancillary thereto, such
as storage. In addition, Landlord consents to an employee breakroom within the
Premises.

    1.8 Commencement Date. August 1, 1999.

    1.9 Expiration Date. July 31, 2004.

    1.10 Term. Sixty (60) months (plus any partial month), beginning on the
Commencement Date and expiring on the Expiration Date.

    1.11 Basic Rent. The amount set forth in the following schedule, subject to
adjustment as specified in ARTICLE IV.



                                       Approximate
                                     Annual Basic Rent          Monthly                Annual
    Month(s)                      Per Rentable Square Foot     Basic Rent            Basic Rent
    --------                      ------------------------     ----------            ----------
                                                                            
    1 through 24 (plus partial           $13.75                $42,028.02            $504,336.24
    month, if any)

    25 through 36                        $14.00                $42,792.17            $513,506.04

    37 through 60                        $14.25                $43,556.31            $522,675.72


    1.12 Base Year. A period of twelve (12) months comprising calendar year
1999. However, solely for purposes of ARTICLE VII hereof, "Base Year" shall mean
those Impositions (as hereinafter defined) as set forth on the October 1, 1998
Grand List of the Town of Windsor, CT.

    1.13 Lease Year. Each consecutive twelve (12) month period elapsing after:
(i) the Commencement Date if the Commencement Date occurs on the first day of a
month; or (ii) the first day of the month following the Commencement Date if the
Commencement Date does not occur on the first day of a month. Notwithstanding
the foregoing, the first Lease Year shall include the additional days, if any,
between the Commencement Date and the first day of the month following the
Commencement Date, in the event the Commencement Date does not occur on the
first day of a month.

    1.14 Calendar Year. For the purpose of this Lease, Calendar Year shall be a
period of twelve (12) months commencing on each January 1 during the Term,
except that the first Calendar Year shall be that period from and including the
Commencement Date through December 31 of that same year, and the last Calendar
Year shall be that period from and including the last January 1 of the Term
through the earlier of the Expiration Date or date of Lease termination.



                                       -2-
   6

    1.15 Tenant's Proportionate Share. Tenant's Proportionate Share of the
Project is 45.55% (determined by dividing the Rentable Square Feet of the
Premises by the Rentable Square Feet of the Project and multiplying the
resulting quotient by one hundred and rounding to the second decimal place).

    1.16 Parking Space Allocation. Tenant shall be allocated 146 parking spaces
(approximately 4 spaces per 1,000 Rentable Square Feet leased) within the
Parking Facilities. Included within such allocation shall be four (4) reserved
spaces, said reserved spaces to be initially located as shown on Exhibit A-3
attached hereto; however, Landlord reserves the right to relocate Tenant's four
(4) reserved spaces by written notice to Tenant. Except for said reserved
spaces, all parking spaces allocated to Tenant shall be unreserved and
non-exclusive. Tenant's parking space allocation includes a proportionate share
of visitors spaces and handicap spaces. Tenant's parking space allocation (but
not the reserved parking) shall be equitably adjusted (up or down) in the event
that the size of the Premises ever decreases (i.e., casualty, condemnation) or
increases (i.e., ARTICLE XXVI hereof). Tenant's use of the Parking Facilities
shall be without any additional change(s) other than those expressly set forth
or expressly contemplated in this Lease.

    1.17  Security Deposit.         None.

    1.18  Broker:                   Steven Fine Associates, Inc.
                                    125 Michael Drive
                                    Syosset, NY 11791

    1.19  Guarantor(s):             None

    1.20  Landlord's Notice         USAA Real Estate Company
          Address:                  9830 Colonnade Boulevard, Suite 600
                                    San Antonio, Texas  78230-2239
                                    Attention: AVP Portfolio Management


          with a copy at            USAA Real Estate Company
          the same time to:         9830 Colonnade Boulevard, Suite 600
                                    San Antonio, Texas  78230-2239
                                    Attention: VP Real Estate Counsel

          with a copy at the        Griffin Land & Nurseries, Inc.
          same time to:             204 West Newberry Road
                                    Bloomfield, CT 06002
                                    Attention: Director of Leasing

    1.21  Tenant's Notice Address:
                                    Raytel Medical Corporation
                                    7 Waterside Crossing
                                    Windsor, CT 06095
                                    Attention: Allan Zinberg, President



                                       -3-
   7



          with a copy at
          the same time to:         Raytel Medical Corporation
                                    2755 Campus Drive
                                    San Mateo, California 94403
                                    Attention: Richard F. Bader, Chairman


    1.22  Guarantor(s) Notice Address: N/A

    1.23 Interest Rate: The per annum interest rate listed as the base rate (the
"Base Rate") on corporate loans at large U.S. money center commercial banks as
published from time to time under "Money Rates" in the Wall Street Journal plus
two percent (2%), but in no event greater than the maximum rate permitted by
law. In the event the Wall Street Journal ceases to publish the Base Rate,
Landlord shall choose, at Landlord's discretion, a similarly published rate.

    1.24 Common Area: All areas, improvements, facilities and equipment from
time to time designated by Landlord for the general and nonexclusive common use
or benefit of Tenant, other tenants of the Project, Landlord and their
respective Agents, including, without limitation, roadways, entrances and exits,
hallways, stairs, loading areas, landscaped areas, open areas, park areas,
exterior lighting, service drives, walkways, sidewalks, atriums, courtyards,
concourses, ramps, washrooms, maintenance and utility rooms and closets,
exterior utility lines, lobbies, delivery and entrance corridors, elevators and
their housing and rooms, common window areas, common walls, common ceilings,
common trash areas, vending or mail areas, common pipes, conduits, ducts and
wires, and Parking Facilities.

    1.25 Agents: Officers, partners, directors, employees, agents, licensees,
contractors, customers and invitees; to the extent customers and invitees are
under the principal's control or direction.

    1.26 Parking Facilities: All parking areas now or hereafter designated by
Landlord for use by tenants of the Project and/or their guests and invitees,
including, without limitation, surface parking, parking decks, parking
structures and parking areas under or within the Project whether reserved,
exclusive, non-exclusive or otherwise.

                                   ARTICLE II
                                  THE PREMISES

    2.1 Lease of Premises. (a) In consideration of the agreements contained
herein and subject to the provisions of paragraph 2.1(b) below, Landlord hereby
leases the Premises to Tenant, and Tenant hereby leases the Premises from
Landlord, for the Term and upon the terms and conditions hereinafter provided.
It is specifically understood that the Rentable Square Feet of the Premises have
been determined by Landlord's architect and that, for the purpose of any
calculations which are based on the Rentable Square Feet of the Premises, the
number of Rentable Square Feet stated in ARTICLE I shall control. The Premises
are leased subject to, and Tenant agrees not to violate, all present and future
covenants, conditions and restrictions of record which affect the Land, all of
such documents collectively referred to as the "Restrictions"; provided,
however, that Tenant shall not be obligated to comply with any Restrictions
which prohibit Tenant from the material benefit, enjoyment or use of the Common
Area as herein authorized or the Premises for the Permitted Use as defined in
SECTION 1.7. As an appurtenance to the Premises, Tenant shall have the general
and nonexclusive right, together with Landlord and the other tenants of the
Project and their respective Agents (as hereinafter defined), to use the Common
Area subject to the terms and conditions of this Lease.

               (b) Notwithstanding the foregoing, Tenant acknowledges and agrees
that a portion of the second floor component of the Premises, containing 3,020
Rentable Square Feet and designated as "Occupied Portion" on Exhibit A-1
(hereinafter the "Occupied Portion"), is currently occupied by another



                                      -4-
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tenant. In the event that for any reason whatsoever said third party tenant does
not vacate the Occupied Portion on a timely basis, such that Landlord can
complete the Demising Wall (as hereinafter defined) and deliver vacant
possession of the Occupied Portion to Tenant on the Commencement Date, then in
such event Landlord shall not be subject to any liability of any nature
whatsoever to Tenant, nor shall the Commencement Date or the Expiration Date
hereunder be deferred or extended. However, upon any such occurrence Basic Rent
payable hereunder shall be appropriately reduced (utilizing the Rentable Square
Feet of the Occupied Portion) until Landlord notifies Tenant that the Occupied
Portion may be occupied by Tenant, whereupon Basic Rent (prorated for any
partial month) shall immediately and automatically revert to the full amount as
are set forth in SECTION 1.11 hereof). Landlord agrees to utilize all diligent
and continuing efforts to ensure that said present third party tenant timely
vacates and surrenders the Occupied Portion.

    2.2 Landlord's Reservations. Landlord shall retain absolute dominion and
control over the Common Area and shall operate and maintain the Common Area in
such manner as Landlord in its sole discretion, shall determine; provided
however, such exclusive right shall not operate to prohibit Tenant from its
material benefit and enjoyment of the Common Areas and the Premises for the
Permitted Use as defined in SECTION 1.7, and provided further that Landlord
agrees to maintain the Common Area in a manner consistent with other similarly
situated/similar quality building(s). Tenant acknowledges that without advance
notice to Tenant and without any liability to Tenant in any respect, Landlord
shall have the right to (a) Temporarily close any of the Common Area for
maintenance, alteration or improvement purposes; and (b) Change, alter, add to,
temporarily close or otherwise affect the Parking Facilities or the Parking
Space Allocation in such manner as Landlord, in its sole discretion, deems
appropriate including, without limitation, the right to designate reserved
spaces available only for use by one or more tenants (however, in such event,
those parking spaces shall still be deemed Common Area for the purpose of the
definition of Operating Expenses), provided that, except in emergency situations
or situations beyond Landlord's control, Landlord shall not materially adversely
affect ingress and egress and Landlord shall provide alternative Parking
Facilities.

    In addition to the other rights of Landlord under this Lease, Landlord
further reserves to itself and its respective successors and assigns the right
to use Tenant's name and the Rentable Square Feet of the Premises in promotional
materials relating to the Building or the Project; however, Landlord agrees not
to utilize Tenant's name in any third party media advertising (i.e. newspapers,
television) without Tenant's consent. Subject to the foregoing provisions of
this SECTION 2.2, Landlord may exercise any or all of the foregoing rights
without being deemed to be guilty of an eviction, actual or constructive, or a
disturbance or interruption of the business of Tenant or Tenant's use or
occupancy of the Premises.

                                   ARTICLE III
                                      TERM

    3.1 Term. The Term shall commence on the Commencement Date and expire at
midnight on the Expiration Date.


                                   ARTICLE IV
                                      RENT

    4.1 Basic Rent. Subject to adjustment upon and subject to the provisions of
paragraph 2.1(b) hereof, Tenant shall pay to Landlord the Basic Rent as
specified in SECTION 1.11.

    4.2 Payment of Basic Rent. Basic Rent shall be payable in monthly
installments as specified in SECTION 1.11, in advance, without demand, notice,
deduction, offset or counterclaim (except as may be



                                      -5-
   9

hereinafter expressly set forth) on or before the first day of each and every
calendar month during the Term; provided, however, if the Commencement Date
occurs on a date other than on the first day of a calendar month, Basic Rent
prorated from such date until the first day of the following month shall be due
and payable on the Commencement Date . Tenant shall pay the Basic Rent and all
Additional Rent as hereinafter defined, by good check or in lawful currency of
the United States of America, to Landlord at such address as Landlord specifies
to Tenant. Any payment made by Tenant to Landlord on account of Basic Rent may
be credited by Landlord to the payment of any late charges then due and payable
and to any Basic Rent or Additional Rent then past due before being credited to
Basic Rent currently due.

    4.3 Additional Rent. All sums payable by Tenant under this Lease, other than
Basic Rent, shall be deemed "Additional Rent," and, unless otherwise set forth
herein, shall be payable in the same manner as set forth above for Basic Rent.

    4.4 Rent. Basic Rent as defined in SECTION 1.11 hereof and Additional Rent
as defined in SECTION 4.3 above shall jointly be referred to as "Rent".

    4.5 Sales or Excise Taxes. Tenant shall pay to Landlord as Additional Rent,
concurrently with payment of Basic Rent or Additional Rent to Landlord all taxes
(including, but not limited to any and all sales, rent or excise taxes) on Basic
Rent or Additional Rent or other amounts payable by Tenant to or otherwise
benefiting Landlord, as levied or assessed by any governmental or political body
or subdivision thereof against Landlord on account of such Basic Rent,
Additional Rent or other amounts payable by Tenant to or otherwise benefiting
Landlord, or any portion thereof. However, Tenant shall not be responsible for
any general income, franchise, or inheritance tax assessed against Landlord.


                                    ARTICLE V
                              INTENTIONALLY DELETED


                                   ARTICLE VI
                               OPERATING EXPENSES

    6.1 Operating Expense Rental. Commencing on August 1, 2000, Tenant shall pay
to Landlord throughout the remainder of the Term and the Renewal Term, if
exercised, as Additional Rent, Tenant's Proportionate Share (as defined in
SECTION 1.15) of the amount by which the Operating Expenses (as hereinafter
defined) during each full and partial Calendar Year exceed the Operating
Expenses for the Base Year (the "Operating Expense Rental"). For the period
August 1, 2000 through December 31, 2000 and for the last Calendar Year
hereunder (assuming that the Expiration Date is other than December 31), the
Operating Expenses for the Base Year and applicable Calendar Year shall be
appropriately prorated.

    6.2 Operating Expenses Defined. As used herein, the term "Operating
Expenses" shall mean all actual expenses, costs and disbursements of every kind
and nature, except as specifically excluded otherwise herein, which Landlord
incurs because of or in connection with the ownership, maintenance, management
and operation of the Project, including, if the Project during the Base Year
and/or any subsequent Calendar Year is less than ninety-five percent (95%)
occupied, all additional costs and expenses of operation, management and
maintenance of the Project (including management fees) which Landlord reasonably
determines that it would have paid or incurred during the Base Year and/or any
such Calendar Year if the Project had been ninety-five percent (95%) occupied.
Operating Expenses may include, without limitation, all costs, expenses and
disbursements incurred or made in connection with the following:



                                      -6-
   10

        (a) Wages and salaries of all employees, whether employed by Landlord or
the Project's management company, engaged in the operation and maintenance of
the Project, and all costs related to or associated with such employees or the
carrying out of their duties, including uniforms and their cleaning, taxes, auto
allowances and insurance and benefits (including, without limitation,
contributions to pension and/or profit sharing plans and vacation or other paid
absences); to the extent these employees work on other building(s) and/or
projects, such costs shall be pro-rated, based upon time spent on the Project;

        (b) All supplies, tools, equipment and materials, including janitorial
and lighting supplies, used directly in the operation and maintenance of the
Project, including any lease payments therefor; provided, however, any such
equipment which under generally accepted accounting principles should be
classified as capital items shall be amortized on a straight-line basis over
their useful lives, not to exceed the Project's useful life, together with
interest on the unamortized balance of such cost at the Interest Rate, or such
higher or lower rate as may have been paid by Landlord on funds borrowed for the
purposes of purchasing such equipment;

        (c) All utilities, including, without limitation, the Common Area (pay)
telephone, water, sewer, power, gas, heating, lighting and air conditioning for
the Project; notwithstanding the foregoing, no electricity costs shall be
included in Operating Expenses (Tenant shall pay for electricity as set forth in
ARTICLE XVII hereof).

        (d) All maintenance, operation and service agreements for the Project,
and any equipment related thereto, including, without limitation, service and/or
maintenance agreements for the Parking Facilities, energy management, HVAC,
plumbing and electrical systems, and for window cleaning, elevator maintenance,
janitorial service, groundskeeping, interior and exterior landscaping and plant
maintenance;

        (e) All insurance purchased by Landlord or the Project's management
company relating to the Project and any equipment or other property contained
therein or located thereon including, without limitation, casualty, liability,
earthquake, rental loss, sprinkler and water damage insurance;

        (f) All repairs to the Project (excluding to the extent repairs are paid
for by the proceeds of insurance or by Tenant or other third parties other than
as a part of the Operating Expenses), including interior, exterior, structural
or nonstructural repairs, and regardless of whether foreseen or unforeseen;
provided, however, any such repairs which under generally accepted accounting
principles should be classified as capital improvements shall be amortized on a
straight-line basis over their useful lives, not to exceed the Project's useful
life, together with interest on the unamortized balance of such cost at the
Interest Rate, or such higher or lower rate as may have been paid by Landlord on
funds borrowed for the purposes of constructing such capital improvements;

        (g) All maintenance of the Project, including, without limitation,
Common Area and exterior repainting, replacement of wall coverings and window
coverings, replacement of carpeting, ice and snow removal, window washing,
landscaping, groundskeeping, trash removal and the patching, painting, resealing
and complete resurfacing of roads, driveways and parking lots; provided,
however, any such maintenance, repairs or replacements which under generally
accepted accounting principles should be classified as capital improvements
shall be amortized on a straight-line basis over their useful lives, not to
exceed the Project's useful life, together with interest on the unamortized
balance of such cost at the Interest Rate, or such higher or lower rate as may
have been paid by Landlord on funds borrowed for the purposes of constructing
such capital improvements;

        (h) A management fee payable to Landlord or the company or companies
managing the Project, if any, not to exceed five percent (5%) of gross revenues
from the Project;



                                      -7-
   11

        (i) Accounting and legal fees incurred in connection with the operation
and maintenance of the Project, or related thereto;

        (j) Any additional services not provided to the Project at the
Commencement Date but thereafter provided by Landlord which Landlord reasonably
deems necessary or desirable in connection with the management or operation of
the Project;

        (k) Any capital improvements made to the Project for the purpose of
reducing Operating Expenses or which are required under any governmental law or
regulation that was not applicable to the Project as of the Date of Lease (which
are not a result of the nature of Tenant's specific use of the Premises, which
capital improvements shall be the responsibility of Tenant), the cost of which
shall be amortized on a straight-line basis over the improvement's useful life,
not to exceed the Project's useful life, together with interest on the
unamortized balance of such cost at the Interest Rate, or such higher or lower
rate as may have been paid by Landlord on funds borrowed for the purposes of
constructing such capital improvements; and

        (l) Other expenses and costs reasonably necessary for operating and
maintaining the Project.

    Notwithstanding the foregoing, Operating Expenses shall not include:

    (i)       costs associated with the operation of the business of the
              partnership which constitutes the Landlord, as the same are
              distinguished from the cost of operation of the Project;

    (ii)      attorneys' fees incurred by Landlord in connection with
              negotiations for leases with tenants or prospective tenants of the
              Project and in connection with disputes with and/or enforcement of
              any leases with tenants or prospective tenants of the Project;
              provided, however, Operating Expenses shall include those
              reasonable attorneys' fees and other costs and expenses incurred
              in connection with Landlord's successful negotiations of disputes
              or claims related to items of Operating Expenses, enforcement of
              Rules and Regulations for the Project and such other matters
              relating to the maintenance of standards required by Landlord
              under the Lease;

    (iii)     costs of tenant services not offered on a regular basis to all
              tenants of the Building;

    (iv)      any cost representing an amount paid for services or materials to
              a person, firm or entity related to Landlord or any general
              partner of Landlord, to the extent such amount exceeds the amount
              that would be paid for such services or materials of comparable
              quality at the then existing market rates to an unrelated person,
              firm or corporation;

    (v)       costs of tenant improvements, including architectural and
              engineering costs, "tenant allowances" and "tenant concessions",
              permit, license and inspection fees, clean-up costs and other
              costs and expenses incurred in renovating leased space for the
              exclusive use of a particular tenant of the Project;

    (vi)      capital items other than those referred to in subsection (b), (f),
              (g) and (l) above;

    (vii)     costs associated with the repair or correction of latent defects
              in the initial design or construction of the Project;

    (viii)    items and services for which a tenant or any third party
              specifically reimburses Landlord or for which a tenant pays third
              persons;



                                      -8-
   12

    (ix)      depreciation or amortization of the Project or any other
              improvements, fixtures or equipment within the Project, except as
              otherwise provided in subsections (b), (f), (g), and (l) above;

    (x)       interest, principal, points and fees or amortization on any
              mortgage or any other debt instrument encumbering the Project;

    (xi)      wages, salaries, fees and benefits paid to administrative or
              executive personnel of Landlord above the level of Project Manager
              and below such level for any personnel to the extent not involved
              in the direct management of the Building or Project;

    (xii)     Landlord's cost and expense of cleaning up, removing, remediating
              or repairing any soil or groundwater contamination or other damage
              or contamination caused by the presence or any release of
              Hazardous Materials in, on, from, under or about the premises or
              Project, except to the extent of Tenant's obligation pursuant to
              SECTION 9.3 above;

    (xiii)    any compensation paid to persons, including clerks and attendants,
              in connection with Landlord's operating food or retail
              concessions, excluding any operation of the Parking Facilities;

    (xiv)     Landlord's advertising and promotional expenses;

    (xv)      expenditures incurred by Landlord for the repair or damage to the
              Project resulting from fire or other casualty to the extent
              Landlord is reimbursed by insurance proceeds;

    (xvi)     expenditures incurred by Landlord for the repair of damage to the
              Project resulting from the exercise of the right of eminent domain
              or voluntary conveyance in lieu thereof to the extent Landlord is
              reimbursed by the condemning authority;

    (xvii)    leasing and sales commissions and finders' fees;

    (xviii)   Impositions (as defined in ARTICLE VII hereof);

    (xix)     expenditures which are reimbursed or compensated by warranties;

    (xx)      costs incurred due to Landlord's violation of laws in effect as of
              the date of this Lease;

    (xxi)     the cost of acquiring and installing signs (other than directional
              or informational signs) in or on the Building identifying the
              owner of the Building or the owner of the Project or the costs of
              acquiring and installing exterior signage on the Building
              identifying any tenant of the Building or Project;

    (xxii)    all interest, late charges, penalties and attorneys' fees incurred
              as a result of Landlord's violation of laws promulgated after the
              date of this Lease, except to the extent resulting from the
              failure of Tenant to pay Rent in a timely manner;

    (xxiii)   ground rents or underlying lease rental, if any;

    (xxiv)    Landlord's charitable or political contributions;

    (xxv)     bad debt loss, rent loss or reserves for bad debts or rent loss;



                                      -9-
   13

    (xxvi)    costs for paintings, sculpture or other works of art, unless
              decorative and non-investment grade in terms of quality and
              utilized for cosmetic enhancement of the Common Areas only; and

    (xxvii)   costs of compliance with the ADA to the extent Landlord is
              responsible for such costs pursuant to SECTION 9.4(A) herein.


    6.3 Adjustments to Operating Expense Rental. Landlord shall submit to
Tenant, before the expiration of the Base Year and the beginning of each
Calendar Year thereafter or as soon thereafter as reasonably possible, a
statement of Landlord's reasonable estimate of Tenant's Proportionate Share of
the increase in Operating Expenses over Operating Expenses for the Base Year
payable by Tenant during such Calendar Year. Commencing upon expiration of the
Base Year and in addition to the Basic Rent, Tenant shall pay to Landlord on or
before the first day of each month during such Calendar Year an amount equal to
one-twelfth (1/12) of Tenant's Proportionate Share of the estimated increase in
Operating Expenses over Operating Expenses for the Base Year payable by Tenant
for such Calendar Year as set forth in Landlord's statement. If Landlord fails
to give Tenant notice of its estimated payments due under this section for any
Calendar Year, then Tenant shall continue making monthly estimated payments in
accordance with the estimate for the previous Calendar Year until a new estimate
is provided. If Landlord reasonably determines that, because of unexpected
increases in Operating Expenses, Landlord's estimate of the Operating Expenses
was too low, then Landlord shall have the right to give a new statement of the
estimated Operating Expenses due from Tenant for such Calendar Year or the
balance thereof and to bill Tenant for any deficiency which may have accrued
during such Calendar Year, and Tenant shall thereafter pay monthly estimated
payments based on such new statement.

    Within ninety (90) days after the expiration of each Calendar Year following
expiration of the Base Year, or as soon thereafter as is practicable, Landlord
shall submit a statement to Tenant showing the actual Operating Expenses for
such Calendar Year and Tenant's Proportionate Share of the amount by which such
Operating Expenses exceed the Operating Expenses for the Base Year. If for any
Calendar Year, Tenant's estimated monthly payments exceed Tenant's Proportionate
Share of the amount by which the actual Operating Expenses for such Calendar
Year exceed the Operating Expenses for the Base Year, then Landlord shall give
Tenant a credit (or payment, if this Lease has or is to expire) in the amount of
the overpayment toward Tenant's next monthly payments of estimated Operating
Expenses. If for any Calendar Year Tenant's estimated monthly payments are less
than Tenant's Proportionate Share of the amount by which the actual Operating
Expenses for such Calendar Year exceed the Operating Expenses for the Base Year,
then Tenant shall pay the total amount of such deficiency to Landlord within
fifteen (15) days after receipt of the statement from Landlord. Landlord's and
Tenant's obligations with respect to any overpayment or underpayment of
Operating Expenses shall survive the expiration or termination of this Lease.

    Provided that no Event of Default shall exist under this Lease at the time
Tenant exercises any audit right hereunder, or would exist but for the pendency
of any cure periods provided for under SECTION 21.1, Tenant shall have one
hundred and twenty (120) days after receipt of each Landlord's statement
itemizing actual Operating Expenses to notify Landlord that Tenant disputes
Landlord's calculation; Tenant's failure to so notify Landlord shall render
Tenant's audit right hereunder null and void in all respects concerning the
Calendar Year covered by such statement. In the event Tenant timely notifies
Landlord with respect to any statement, Tenant shall have one hundred eighty
(180) days after delivery of the Operating Expenses reconciliation statement
within which to complete an audit of Landlord's books and records concerning the
Operating Expenses for the Project for such previous



                                      -10-
   14

Calendar Year, at Tenant's sole cost and expense. Tenant, or an independent
certified public accountant designated by Tenant, shall have the right to
inspect Landlord's books and records concerning the Operating Expenses for the
Project for such previous Calendar Year during Landlord's normal business hours
and at Landlord's local office upon at least thirty (30) days prior written
notice. Tenant shall be entitled to only one audit per Calendar Year during the
Term and in no event shall any audit extend beyond thirty (30) days, nor shall
any auditor be compensated on a contingency fee basis. Tenant shall deliver to
Landlord a copy of the results of such audit within ten (10) days of receipt by
Tenant. In the event that Tenant's review of Landlord's books and records
results in a determination that Tenant's payment of Tenant's Proportionate Share
of the Operating Expenses exceeded Tenant's Proportionate Share of the actual
Operating Expenses which should have been passed through to Tenant, as
substantiated, at Landlord's option, by an independent certified public
accountant, then a credit in the amount of the overpayment shall be applied
towards Tenant's next monthly payments of Operating Expenses. In addition, if
Tenant's review of Landlord's books and records results in a determination that
Tenant's payment of Tenant's Proportionate Share of Operating Expenses exceeded
by 10% or more Tenant's Proportionate Share of actual Operating Expenses which
should have been passed through to Tenant, as substantiated, at Landlord's
option, by an independent certified public accountant, then Landlord further
agrees to reimburse Tenant for the reasonable and documented out-of-pocket fees
incurred by Tenant in performing such audit. In the event that Tenant's review
of Landlord's books and records results in a determination that Tenant's payment
of Tenant's Proportionate Share of the Operating Expenses was less than Tenant's
Proportionate Share of the actual Operating Expenses which should have been
passed through to Tenant, as substantiated, at Landlord's option, by a certified
public accountant, then Tenant shall pay the total amount of such deficiency to
Landlord within thirty (30) days after delivery of an invoice from Landlord.
Further, it is understood and agreed that at Landlord's option Landlord may
require, as a condition precedent to any Tenant audit hereunder, that Tenant
and/or Tenant's audit designee execute and deliver to Landlord a confidentiality
agreement in form and content satisfactory to Landlord.

                                   ARTICLE VII
                               IMPOSITIONS RENTAL

    7.1 Impositions Rental. Commencing upon expiration of the Base Year, Tenant
shall pay to Landlord, throughout the remainder of the Term and the Renewal
Term, if exercised, as Additional Rent, Tenant's Proportionate Share (as defined
in SECTION 1.15) of the amount by which the Impositions (as hereinafter defined)
during each Calendar Year exceed the Impositions for the Base Year ("Impositions
Rental"). In the event that the Expiration Date is other than the last day of a
Calendar Year, then Impositions for the Base Year and applicable Calendar Year
shall be appropriately prorated.

    7.2. Impositions Defined. Impositions shall be defined as all real property
taxes and assessments levied against the Project and the various estates therein
and the underlying Land, all personal property taxes levied on personal property
of Landlord used exclusively in the management, operation, maintenance and
repair of the Project (or, if not exclusively used, then an appropriate pro rata
portion thereof, based on percentage of usage), all taxes, assessments and
reassessments of every kind and nature whatsoever levied or assessed in lieu of
or in substitution for existing or additional real or personal property taxes
and assessments on the Project or the sale, conveyance, assignment, ground lease
or other transfer thereof, service payments in lieu of taxes, excises, transit
charges and fees, housing, park and child care assessments, development and
other assessments, reassessments, levies, fees or charges, general and special,
ordinary and extraordinary, unforeseen as well as foreseen, of any kind which
are assessed, levied, charged, confirmed or imposed by any public authority upon
the Project, its operations or the Rent provided for in this Lease, or amounts
necessary to be expended because of governmental orders, whether general or
special, ordinary or extraordinary, unforeseen as well as foreseen, of any kind
and nature for public improvements, services, benefits or any other purposes
which are assessed, levied, confirmed, imposed or become a lien upon the
Premises or Project or become payable during the Term. Further, for the purposes
of this Article, Impositions shall include the reasonable expenses (including,
without limitation, attorneys' fees) incurred by Landlord in challenging or
obtaining or attempting to obtain a reduction of such Impositions, regardless of
the outcome of such challenge. Notwithstanding the



                                      -11-
   15

foregoing, Landlord shall have no obligation to challenge Impositions. If as a
result of any such challenge, a tax refund is made to Landlord, then provided no
uncured Event of Default exists under this Lease, the amount of such refund less
the actual expenses of the challenge shall be deducted from Impositions due in
the Lease Year such refund is received. In the case of any Impositions which may
be evidenced by improvement or other bonds or which may be paid in annual or
other periodic installments, Landlord shall elect to cause such bonds to be
issued or cause such assessment to be paid in installments over the maximum
period permitted by law. Nothing contained in this Lease shall require Tenant to
pay any franchise, estate, inheritance or succession transfer tax of Landlord,
or any income, profits or revenue tax or charge, upon the net income of Landlord
from all sources; provided, however, that if at any time during the Term under
the laws of the United States Government or the state, or any political
subdivision thereof, a tax (including, but not limited to any sales tax) or
excise on Rent or other amounts payable by Tenant to Landlord, or any other tax
however described, is levied or assessed by any such political body against
Landlord on account of Rent, or a portion thereof, Tenant shall pay one hundred
percent (100%) of any such tax or excise as Additional Rent as provided in
SECTION 4.5 above.

    7.3 Adjustments to Impositions Rental. Landlord shall submit to Tenant,
before the expiration of the Base Year and the beginning of each Calendar Year
thereafter or as soon thereafter as reasonably possible, a statement of
Landlord's estimate of Tenant's Proportionate Share of the increase in
Impositions over Impositions for the Base Year payable by Tenant during such
Calendar Year. Commencing upon expiration of the Base Year and in addition to
the Basic Rent, Tenant shall pay to Landlord on or before the first day of each
month during such Calendar Year an amount equal to one-twelfth (1/12) of
Tenant's Proportionate Share of the estimated increase in Impositions over
Impositions for the Base Year payable by Tenant for such Calendar Year as set
forth in Landlord's statement. If Landlord fails to give Tenant notice of its
estimated payments due under this section for any Calendar Year, then Tenant
shall continue making monthly estimated payments in accordance with the estimate
for the previous Calendar Year until a new estimate is provided. If Landlord
determines that, because of unexpected increases in Impositions or other
reasons, Landlord's estimate of the Impositions was too low, then Landlord shall
have the right to give a new statement of the Impositions due from Tenant for
such Calendar Year or the balance thereof and to bill Tenant for any deficiency
which may have accrued during such Calendar Year, and Tenant shall thereafter
pay monthly estimated payments based on such new statement.

        Within ninety (90) days after the expiration of each Calendar Year
following expiration of the Base Year, or as soon thereafter as is practicable,
Landlord shall submit a statement to Tenant showing the actual Impositions for
such Calendar Year and Tenant's Proportionate Share of the amount by which such
Impositions exceed the Impositions for the Base Year. If for any Calendar Year,
Tenant's estimated monthly payments exceed Tenant's Proportionate Share of the
amount by which the actual Impositions for such Calendar Year exceed the
Impositions for the Base Year, then Landlord shall give Tenant a credit in the
amount of the overpayment toward Tenant's next monthly payments of estimated
Impositions. In the event the Lease has expired, any such overpayment shall be
paid directly to the Tenant. If for any Calendar Year Tenant's estimated monthly
payments are less than Tenant's Proportionate Share of the amount by which the
actual Impositions for such Calendar Year exceed the Impositions for the Base
Year, then Tenant shall pay the total amount of such deficiency to Landlord
within fifteen (15) days after receipt of the statement from Landlord.
Landlord's and Tenant's obligations with respect to any overpayment or
underpayment of Impositions shall survive the expiration or termination of this
Lease.

                                  ARTICLE VIII
                              INTENTIONALLY DELETED



                                      -12-
   16

                                   ARTICLE IX
                           USE AND REQUIREMENTS OF LAW

    9.1 Use. The Premises will be used only for the Permitted Use (as defined in
SECTION 1.7). Tenant will not: (i) do or permit to be done in or about the
Premises, nor bring to, keep or permit to be brought or kept in the Premises,
anything which is prohibited by or will in any way conflict with any law,
statute, ordinance or governmental rule or regulation which is now in force or
which may be enacted or promulgated after the Date of Lease; (ii) do or permit
anything to be done in or about the Premises which will in any way obstruct or
interfere with the rights of other tenants of the Building or Project; (iii) use
or allow the Premises to be used for any unlawful purpose; (iv) cause, maintain
or permit any nuisance in, on or about the Premises or commit or allow to be
committed any waste in, on or about the Premises; or (v) subject the Premises to
any use which would increase the existing rate of insurance on the Project or
any portion thereof or cause any cancellation of any insurance policy covering
the Project or any portion thereof, Landlord acknowledging and agreeing that
general business office use will not in and of itself increase insurance rates
(other than normal annual increases).

    9.2 Requirements of Law. Except for the work to be performed by Landlord as
set forth on Exhibit B attached hereto, and subject to the remaining provisions
of this SECTION 9.2, throughout the term of this Lease Tenant, at its sole cost
and expense, shall promptly comply with: (i) all laws, statutes, ordinances and
governmental rules, regulations or requirements now in force or in force after
the Commencement Date of the Lease; (ii) the requirements of any board of fire
underwriters or other similar body constituted now or after the Commencement
Date of the Lease; (iii) any direction or occupancy certificate issued pursuant
to any law by any public officer or officers; and (iv) all Restrictions.
However, Tenant's obligations under this SECTION 9.2 shall be limited to those
compliance obligations arising as a result of the particular use, occupation
and/or actions by Tenant , or arising as a result of improvements made by or for
Tenant. Consistent with the foregoing, Landlord shall be responsible for any
compliance obligations which may apply uniformly to the Project as a whole and
do not result from Tenant's specific use, occupation, actions or improvements.

    9.3 Hazardous Materials.(a) Tenant shall not bring or permit to remain on
the Premises or the Project, or allow any of Tenant's employees, agents,
customers, visitors, invitees, licensees, contractors, assignees, or subtenants,
to bring or permit to remain on the Premises or the Project, any asbestos,
petroleum or petroleum products, used oil, explosives, toxic materials or
substances defined as hazardous wastes, hazardous materials or hazardous
substances under any federal, state or local law or regulation ("Hazardous
Materials"), except for routine office (such as copier toner) and janitorial
supplies used on the Premises and stored in the usual and customary manner and
quantities, and in compliance with all applicable environmental laws and
regulations. Further, Tenant may keep and utilize reasonable numbers of
batteries at the Premises and a reasonable amount of rubbing alcohol (in one
gallon containers), provided the same are handled, stored, utilized and disposed
of in full compliance with all applicable environmental laws and regulations and
MSDS sheets. Tenant shall not install or operate any underground storage tanks
on or under the Premises or the Project. Tenant's violation of the foregoing
prohibitions shall constitute a material breach and default hereunder and Tenant
shall indemnify, protect, hold harmless and defend (by counsel acceptable to
Landlord) Landlord, and its directors, officers, employees, shareholders,
agents, contractors and each of their respective successors and assigns, from
and against any and all claims, damages, penalties, fines, liabilities and cost
(including reasonable attorneys' fees and court costs) caused by or arising out
of (i) a violation of the foregoing prohibition or (ii) the presence or release
of any Hazardous Materials on, from, under or about the Premises, the Project or
other properties as the direct or indirect result of Tenant's occupancy of the
Premises. Tenant, at its sole cost and expense, shall clean up, remove,
remediate and repair any soil or groundwater contamination or other damage or
contamination in conformance with the requirements of applicable law caused by
the presence or any



                                      -13-
   17

release of any Hazardous Materials in, on, from, under or about the Premises
during the term of this Lease. Neither the written consent of Landlord to the
presence of the Hazardous Materials, nor Tenant's compliance with all laws
applicable to such Hazardous Materials, shall relieve Tenant of its
indemnification obligation under this Lease. Tenant shall immediately give
Landlord written notice (i) of any suspected breach of this section, (ii) upon
learning of the presence or any release of any Hazardous Materials, or (iii)
upon receiving any notices from governmental agencies or other parties
pertaining to Hazardous Materials which may affect the Premises. Landlord shall
have the right from time to time, but not the obligation, to enter upon the
Premises to conduct such inspections and undertake such sampling and testing
activities as Landlord deems necessary or desirable to determine whether Tenant
is in compliance with this provision. The obligations of Tenant hereunder shall
survive the expiration or earlier termination, for any reason, of this Lease.

    (b) Landlord shall indemnify, defend and hold harmless Tenant from and
against any and all claims, damages, fines, judgments, penalties, costs,
liabilities losses and attorneys' fees to the sole extent caused by Landlord and
(i) arising out of or in connection with the existence of Hazardous Materials on
the Premises, Building or Project; or (ii) relating to any clean-up or
remediation of the Premises, Building or Project required under any applicable
environmental laws or regulations. The obligations of Landlord under this
SECTION 9.3(b) shall survive the expiration or earlier termination, for any
reason, of this Lease.

    9.4 ADA Compliance. Notwithstanding any other statement in this Lease, the
following provisions shall govern the parties' compliance with the ADA (as
defined below):

    (a) To the extent governmentally required as of the Commencement Date of
this Lease, Landlord shall, as promptly as possible either before or after the
Commencement Date, comply at its expense, and such expense shall not be included
as an Operating Expense of the Project, with Title III of the Americans With
Disabilities Act of 1990, as amended from time to time, Public Law 101-336; 42
U.S.C. Sections 12101, et seq. (the "ADA") with respect to any repairs,
replacements or alterations to the Common Area of the Project.

    (b) To the extent governmentally required subsequent to the Commencement
Date of this Lease as a result of an amendment to the ADA subsequent to the
Commencement Date of this Lease, Landlord shall comply with Title III of the ADA
with respect to any repairs, replacements or alterations to the Common Area of
the Project, and such expense shall be included as an Operating Expense of the
Project.

    (c) Landlord shall indemnify, defend and hold harmless Tenant and its Agents
from all fines, suits, procedures, penalties, claims, liability, losses,
expenses and actions of every kind, and all costs associated therewith
(including, without limitation, reasonable attorneys' and consultants' fees)
arising out of or in any way connected with Landlord's failure to comply with
the ADA as required above.

    (d) Except for the work to be performed by Landlord as listed in Exhibit B,
as part of the Tenant Work to be performed by Tenant as more particularly set
forth in Exhibit B-1 attached hereto (but without increasing Landlord's monetary
obligations as set forth in said Exhibit B-1), Tenant shall ensure that the
Premises complies with the ADA as of the Commencement Date. To the extent
governmentally required subsequent to the Commencement Date, or if required as a
result of Tenant's acts, or Tenant's operations from the Premises, or any Tenant
alternations, Tenant shall comply, at its expense, with the ADA with respect to
the Premises.

    (e) Tenant shall indemnify, defend and hold harmless Landlord and its Agents
from all fines, suits, procedures, penalties, claims, liability, losses,
expenses and actions of every kind, and all costs associated therewith
(including, without limitation, reasonable attorneys' and consultants' fees)
arising out of or in any way connected with Tenant's failure to comply with the
ADA as required above.



                                      -14-
   18

                                    ARTICLE X
                            ASSIGNMENT AND SUBLETTING

    10.1  Landlord's Consent.

    (a) Tenant shall not assign, transfer, mortgage or otherwise encumber this
Lease or sublet or rent (or permit a third party to occupy or use) the Premises,
or any part thereof, nor shall any assignment or transfer of this Lease or the
right of occupancy hereunder be effected by operation of law or otherwise,
without the prior written consent of Landlord. Landlord agrees not to
unreasonably with hold or delay its consent with respect to an assignment or
subletting for general business office use (but the foregoing shall not be
construed as waiving Landlord's recapture right if and to the extent then
available under and subject to the provisions of SECTION 10.4 below). Subject to
the provisions of SECTION 10.6 below, a transfer at any one time or from time to
time of fifty percent (50%) or more of an interest in Tenant (whether stock,
partnership interest or other form of ownership or control) by any person(s) or
entity(ties) having an interest in ownership or control of Tenant shall be
deemed to be an assignment of this Lease. Within fifteen (15) days following
Landlord's receipt of Tenant's request for Landlord's consent to a proposed
assignment, sublease, or other encumbrance, together with all information
required to be delivered by Tenant pursuant to the provisions of SECTION 10.2
hereof, Landlord shall: (i) consent to such proposed transaction; (ii) refuse
such consent; or (iii) if and only to the extent then available under and
pursuant to the provisions of SECTION 10.4 below, elect to fully or partially
terminate this Lease in accordance with and subject to the provisions of SECTION
10.4 below. Any assignment, sublease or other encumbrance without Landlord's
written consent shall be voidable by Landlord and, at Landlord's election,
constitute an Event of Default hereunder. In the event Landlord refuses such
consent, Landlord shall notify Tenant of the reason for such refusal. Without
limiting the other instances in which Landlord may withhold its consent,
Landlord and Tenant acknowledge that Landlord may withhold its consent if the
proposed assignee or sublessee is a person or entity of unsavory character or
reputation, or which is engaged in a business which is inconsistent with the
quality of the Project; however, Landlord agrees to use reasonable business
judgment in making such determinations.

         (b) Notwithstanding that the prior express written permission of
Landlord to any of the aforesaid transactions may have been obtained, the
following shall apply:

               (i) In the event of an assignment, contemporaneously with the
    granting of Landlord's aforesaid consent, Tenant shall cause the assignee to
    expressly assume in writing and agree to perform all of the covenants,
    duties, and obligations of Tenant hereunder and such assignee shall be
    jointly and severally liable therefore along with Tenant.

               (ii) All terms and provisions of the Lease shall continue to
    apply after any such transaction.

               (iii) In any case where Landlord consents to an assignment,
    transfer, encumbrance or subletting, the undersigned Tenant and any
    Guarantor shall nevertheless remain directly and primarily liable for the
    performance of all of the covenants, duties, and obligations of Tenant
    hereunder (including, without limitation, the obligation to pay all Rent and
    other sums herein provided to be paid), and Landlord shall be permitted to
    enforce the provisions of this instrument against the undersigned Tenant,
    any Guarantor and/or any assignee without demand upon or proceeding in any
    way against any other person. Neither the consent by Landlord to any
    assignment, transfer, encumbrance or subletting nor the collection or
    acceptance by Landlord of rent from any assignee, subtenant or occupant
    shall be construed as a waiver or release of the initial Tenant or any
    Guarantor from the terms and conditions of this Lease or relieve Tenant or
    any subtenant, assignee or other party



                                      -15-
   19

    from obtaining the consent in writing of Landlord to any further assignment,
    transfer, encumbrance or subletting.

               (iv) Tenant hereby assigns to Landlord the rent and other sums
    due from any subtenant, assignee or other occupant of the Premises and
    hereby authorizes and directs each such subtenant, assignee or other
    occupant to pay such rent or other sums directly to Landlord; provided
    however, that until the occurrence of an Event of Default, Tenant shall have
    the license to continue collecting such rent and other sums. Notwithstanding
    the foregoing, in the event that the rent due and payable by a sublessee
    under any such permitted sublease (or a combination of the rent payable
    under such sublease plus any bonus or other consideration therefor or
    incident thereto) exceeds the hereinabove provided Rent payable under this
    Lease, or if with respect to a permitted assignment, permitted license, or
    other transfer by Tenant permitted by Landlord, the consideration payable to
    Tenant by the assignee, licensee, or other transferee exceeds the Rent
    payable under this Lease, then Tenant shall be bound and obligated to pay
    Landlord fifty percent (50%) of the Net Profits received by Tenant. The term
    "Net Profits" as used herein shall mean such portion of the Rent payable by
    such assignee or subtenant in excess of the Rent payable by Tenant under
    this Lease (or pro rata portion thereof in the event of a subletting) for
    the corresponding period, after deducting from such excess Rent the
    following:

               A.     all of Tenant's reasonable, documented third party costs
                      associated with such assignment or subletting, including,
                      without limitation, broker commissions, architectural
                      fees, engineers' fees and attorney fees;

               B.     Any reasonable, documented costs incurred by Tenant to
                      prepare or alter the Premises, or portion thereof, for the
                      assignee or sublessee;

               C.     Any reasonable, documented design, construction or moving
                      allowances, rental concessions or other reasonable,
                      documented out of pocket concession or cost incurred by
                      Tenant.

    In the event of an assignment of this Lease whereby a lump sum consideration
    is received by Tenant for such assignment, the "Net Profits" shall mean the
    lump sum actually received by Tenant after deducting from such consideration
    Tenant's costs and expenses as set forth in Paragraphs A, B and C above.

    10.2 Submission of Information. If Tenant requests Landlord's consent to a
specific assignment or subletting, Tenant will submit in writing to Landlord:
(i) the name and address of the proposed assignee or subtenant; (ii) a
counterpart of the proposed agreement of assignment or sublease; (iii)
reasonably satisfactory information as to the nature and character of the
business of the proposed assignee or subtenant, and as to the nature of its
proposed use of the space; (iv) banking, financial or other credit information
reasonably sufficient to enable Landlord to determine the financial
responsibility and character of the proposed assignee or subtenant; (v) executed
estoppel certificates from Tenant containing such information as provided in
SECTION 25.4 herein; and (vi) any other information reasonably requested by
Landlord. Landlord agrees to keep confidential any information revealed to it
pursuant to this subsection.

    10.3  Intentionally Deleted.

    10.4 Landlord's Option to Recapture Premises. Prior to any assignment of
this Lease or any subletting of all or any portion of the Premises, and prior to
commencing any marketing efforts with respect thereto, Tenant shall inform
Landlord of its intention by written notice. To be effective, such



                                      -16-
   20

notice shall specify whether or not all of the Premises shall be available for
assignment/sublet and, if less than all of the Premises will be made available,
Tenant shall further specify the location and Rentable Square Feet of that
portion of the Premises which Tenant desires to sublet (each such written notice
by Tenant under this SECTION 10.4 being hereinafter referred to as "Tenant's
Assign/Sublet Notice"). Upon receipt of each Tenant's Assign/Sublet Notice,
Landlord may, at its option upon written notice to Tenant given within twenty
(20) days thereafter, elect to recapture the Premises (or applicable portion, as
the case may be, consistent with Tenant's Assign/Sublet Notice). Upon Landlord's
election to recapture, this Lease shall fully terminate (in the event Tenant's
Assign/Sublet Notice specifies the entire Premises) or partially terminate as to
the applicable portion of the Premises (in the event Tenant's Assign/Sublet
Notice specifies less than all of the Premises). If a portion of the Premises is
recaptured, the Rent payable under this Lease shall be proportionately reduced
based on the square footage of the Rentable Square Feet retained by Tenant and
the square footage of the Rentable Square Feet leased by Tenant immediately
prior to such recapture and termination, and Landlord and Tenant shall thereupon
execute an amendment to this Lease in accordance therewith. Landlord may
thereafter, without limitation, lease the recaptured portion of the Premises to
any person or entity without liability to Tenant. Upon any such termination,
Landlord and Tenant shall have no further obligations or liabilities to each
other under this Lease with respect to the recaptured portion of the Premises,
except with respect to obligations or liabilities which accrue or have accrued
hereunder as of the date of such termination (in the same manner as if the date
of such termination were the date originally fixed for the expiration of the
term hereof).

        In the event that Landlord does not exercise its election to terminate
within twenty (20) days of receipt of Tenant's Assign/Sublet Notice, Tenant
shall thereafter be entitled to assign or sublet (subject to obtaining
Landlord's consent, not to be unreasonably withheld and to be granted or
withheld within fifteen (15) days, as aforesaid) without Landlord having the
right to terminate, provided, however, that such assignment or subletting must
be completed (i.e., all appropriate documentation executed and delivered) on or
before the date which is fifteen (15) months after the date of Tenant's
Assign/Sublet Notice (such fifteen (15) month period following the date of
Tenant's Assignment/Sublet Notice being referred to herein as the "Assign/Sublet
Period"). If (i) Tenant has not completed all assignment/subletting activity
prior to expiration of the Assign/Sublet Period (and Tenant still desires to
assign or sublet); or (ii) during the Assign/Sublet Period Tenant desires to
assign/sublet space which is (a) more than 3,000 square feet larger than the
space which was specified in Tenant's Assign/Sublet Notice (if the original
specified space was 15,000 square feet or less), or (b) more than 4,000 square
feet larger than the space which was specified in Tenant's Assignment/Sublet
Notice (if the original specified space was over 15,000 square feet), then in
any such event Tenant shall provide Landlord with a new Tenant's Assign/Sublet
Notice, and Landlord shall again have the option to recapture within twenty (20)
days thereafter, consistent with the foregoing provisions. This procedure shall
be repeated, as necessary, until Landlord has recaptured the Premises or Tenant
has completed an assignment or sublet consistent with the foregoing and within
the applicable Assign/Sublet Period.

        10.5 Transfers to Related Entities. Notwithstanding anything in this
ARTICLE X to the contrary, provided no Event of Default exists under this Lease
or would exist but for the pendency of any cure periods provided for under
SECTION 21.1, Tenant may, without Landlord's consent, but after providing
written notice to Landlord, assign this Lease or sublet all or any portion of
the Premises to any Related Entity (as hereinafter defined) provided that (i) in
the event of an assignment, such Related Entity assumes in full all of Tenant's
obligations under this Lease; (ii) Landlord is provided with a counterpart of
the fully executed agreement of assignment or sublease; (iii) Tenant remains
liable under the terms of this Lease; (iv) such Related Entity is not a
governmental entity or agency; (v) such Related Entity's use requirement does
not differ from the permitted use described in SECTION 1.7 hereof; (vi) such
Related Entity does not require additional services other than those agreed to
be provided by Landlord under the terms of this Lease; and (vii) the net worth
(computed in accordance with generally accepted accounting principles) of any
assignee after such transfer is greater than or equal to the greater of (a) the
net worth (computed in



                                      -17-
   21

accordance with generally accepted accounting principles) of Tenant as of the
date of this Lease; or (b) the net worth (computed in accordance with generally
accepted accounting principles) of Tenant immediately prior to such transfer,
and proof satisfactory to Landlord that such net worth standards have been met
shall have been delivered to Landlord at least ten (10) days prior to the
effective date of any such transaction. SECTIONS 10.1(a), 10.1(b), 10.1(c)(iv),
10.2 AND 10.4 shall not apply to any assignment or sublease pursuant to this
SECTION 10.5. "Related Entity" shall be defined as any parent company,
subsidiary, affiliate or related corporate entity of Tenant.

        10.6 Merger; Asset or Stock Transfer. Notwithstanding anything in this
ARTICLE X to the contrary, provided no Event of Default exists under this Lease
or would exist but for the pendency of any cure periods provided for under
SECTION 21.1, Tenant may, without Landlord's consent and without triggering
Landlord's option to recapture under SECTION 10.4, transfer 50% or more of its
stock without the same being considered an assignment hereunder, assign this
Lease in connection with the sale of all or substantially all of its assets, or
consolidate or merge with or into another entity, provided in any such case
Tenant shall satisfy and comply with the provisions of this SECTION 10.6. In the
event Tenant desires to complete any such transaction, at least ten (10) days
prior to the culmination or effectiveness thereof Tenant shall notify Landlord
in writing relative to the structure and other relevant details of the proposed
transaction, which notice shall specifically include (i) a representation that
the use of the Premises shall remain as permitted by SECTION 1.7 hereof; and
(ii) financial information and documentation sufficient to establish and confirm
that, following completion of the transaction, Tenant's (in the event the
transaction is a stock transfer) or the assignee's or the surviving entity's (in
the event the transaction is an assignment or a merger or consolidation) net
worth will equal at least Ten Million ($10,000,000.00) Dollars. As utilized in
this SECTION 10.6, net worth shall be computed in accordance with generally
accepted accounting principles and intangible assets shall be excluded. In
addition to the foregoing, in the event of an assignment the assignee shall
fully assume (jointly and severally with Tenant) all of Tenant's obligations
hereunder, and upon completion of such transaction Landlord shall be provided
with a fully executed counterpart of the agreement of assignment.


                                   ARTICLE XI
                             MAINTENANCE AND REPAIR

    11.1 Landlord's Obligation. Landlord will maintain, repair and restore in
reasonably good order and condition and in a manner consistent with buildings
which are similarly situated and of similar quality to the Building (i) the
Common Area, including lobbies, stairs, elevators, corridors, restrooms; (ii)
the windows in the Building; (iii) the Common Area mechanical, plumbing and
electrical equipment serving the Building; and (iv) the structure of the
Building. The cost of such maintenance and repairs to the Building, the Common
Area and said equipment shall be included in the Operating Expenses and paid by
Tenant as provided in ARTICLE VI herein.

    11.2 Tenant's Obligation. Tenant, at its expense, shall maintain the
Premises (including Tenant's leasehold improvements, equipment, personal
property and trade fixtures located in the Premises) in their condition at the
time they were delivered to Tenant, reasonable wear and tear excepted. Tenant
will immediately advise Landlord of any damage to the Premises or the Project.
All damage or injury to the Premises or the Project, or the fixtures,
appurtenances and equipment in the Premises or the Project which is caused by
Tenant or its Agents, may be repaired, restored or replaced by Landlord, at the
expense of Tenant and such expense (plus fifteen percent (15%) of such expense
for Landlord's overhead) will be collectible as Additional Rent and will be paid
by Tenant upon demand. Neither Tenant nor its Agents shall repair, restore or
replace any damage or injury to the Premises or the Project without the prior
written consent of Landlord.



                                      -18-
   22

    11.3 Landlord's Right to Maintain or Repair. If Tenant fails to maintain the
Premises or if Landlord agrees to allow Tenant to repair, restore or replace any
damage or injury as provided in SECTION 11.2 and Tenant fails within five (5)
days following notice to Tenant, to commence to maintain or to repair, restore
or replace any damage to the Premises or Project caused by Tenant or its Agents
and diligently pursue to completion such maintenance or repair, restoration or
replacement, Landlord may, at its option, cause all required maintenance or
repairs, restorations or replacements to be made and Tenant shall pay Landlord
pursuant to SECTION 11.2.

                                   ARTICLE XII
          CONDITION OF THE PREMISES; INITIAL CONSTRUCTION; ALTERATIONS

    12.1 Initial Construction. (a) TENANT SHALL ACCEPT THE PREMISES "AS IS",
"WHERE IS" AND WITH ANY AND ALL FAULTS, AND LANDLORD NEITHER MAKES NOR HAS MADE
ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
QUALITY, SUITABILITY OR FITNESS OF THE PREMISES, OR THE CONDITION OR REPAIR
THEREOF. TENANT TAKING POSSESSION OF THE PREMISES SHALL BE CONCLUSIVE EVIDENCE
FOR ALL PURPOSES OF TENANT'S ACCEPTANCE OF THE PREMISES IN GOOD ORDER AND
SATISFACTORY CONDITION, AND IN A STATE AND CONDITION SATISFACTORY, ACCEPTABLE
AND SUITABLE FOR THE TENANT'S USE PURSUANT TO THIS LEASE. Landlord does agree to
construct and complete the demising wall necessary to add the Occupied Portion
to the remainder of the Premises, the location of said demising wall (referred
to herein as the "Demising Wall") being shown and designated on Exhibit A-1.
Although Landlord agrees to utilize reasonable efforts to complete the Demising
Wall by the Commencement Date, such completion shall not be considered a
requirement or condition of the Commencement Date (however, the provisions of
paragraph 2.1(b) hereof shall be applicable until Landlord has completed the
Demising Wall). The cost of the Demising Wall shall be paid for by Landlord, but
one half of such cost shall reduce the Tenant Improvement Allowance as defined
in and as contemplated by the Work Agreement attached hereto as Exhibit B-1.
Although specifically not a requirement or condition to the occurrence of the
Commencement Date, Landlord additionally agrees to perform certain work to the
Premises and/or the Project as more particularly set forth in Exhibit B attached
hereto ("Landlord's Work"). Landlord may (but shall not be under any obligation
to) complete certain portions of Landlord's Work prior to the date hereof and/or
prior to the Commencement Date. However, except and subject to the provisions of
Exhibit B Landlord agrees to complete all items of Landlord's Work on or before
the first anniversary of the Commencement Date. Landlord hereby reserves and
Tenant hereby grants Landlord access to the Premises as shall be necessary to
complete Landlord's Work.

         (b) Landlord and Tenant agree that Tenant desires to perform certain
work to the Premises, and that such work shall be commenced, performed and
completed by Tenant in full accordance with and only after compliance with the
terms, conditions and provisions of the Work Agreement attached hereto as
Exhibit B-1 and executed by Landlord and Tenant of even date herewith (including
the schedules attached thereto).

    12.2 Alterations. Tenant shall not make or permit any alterations,
decorations, additions or improvements of any kind or nature to the Premises or
the Project, whether structural or nonstructural, interior, exterior or
otherwise ("Alterations") without the prior written consent of Landlord, said
consent not to be unreasonably withheld or delayed. However, Landlord's consent
shall not be required where the work consists solely of interior redecorating,
such as wall hangings. Landlord may impose any reasonable conditions to its
consent, including, without limitation: (i) delivery to Landlord of written and
unconditional waivers of mechanic's and materialmen's liens as to the Project
for all work, labor and services to be performed and materials to be furnished,
signed by all contractors, subcontractors, materialmen and laborers
participating in the Alterations; (ii) prior approval of the plans and
specifications



                                      -19-
   23

and contractor(s) with respect to the Alterations and any other documents and
information reasonably requested by Landlord; (iii) where the Alteration is
structural in nature or includes modifications to any Building system,
supervision by Landlord's representative, at Tenant's expense (not to exceed 3%
of total cost), of the Alterations; (iv) at Landlord's option for any Alteration
in excess of $100,000, delivery to Landlord of payment and performance bonds
naming Landlord and Mortgagee as obligees; and (v) proof of worker's
compensation insurance and commercial general liability insurance in such
amounts and meeting such requirements as requested by Landlord. The Alterations
shall conform to the requirements of Landlord's and Tenant's insurers and of the
federal, state and local governments having jurisdiction over the Premises and
shall be performed in accordance with the terms and provisions of this Lease and
in a good and workmanlike manner befitting a first class office building. If the
Alterations are not performed as herein required, Landlord shall have the right,
at Landlord's option, to halt any further Alterations, or to require Tenant to
perform the Alterations as herein required or to require Tenant to return the
Premises to its condition before such Alterations. Subject to SECTION 12.4
herein, all Alterations and fixtures, whether temporary or permanent in
character, made in or upon the Premises either by Tenant or Landlord, will
immediately become Landlord's property and, at the end of the Term will remain
on the Premises without compensation to Tenant.

    12.3 Mechanics' Liens. Tenant will pay or cause to be paid all costs and
charges for: (i) work done by Tenant or caused to be done by Tenant, in or to
the Premises; and (ii) materials furnished for or in connection with such work.
Tenant will indemnify Landlord against and hold Landlord, the Premises, and the
Project free, clear and harmless of and from all mechanics' liens and claims of
liens, and all other liabilities, liens, claims, and demands on account of such
work by or on behalf of Tenant. If any such lien, at any time, is filed against
the Premises, or any part of the Project, Tenant will cause such lien to be
discharged of record within thirty (30) days after the filing of such lien,
except that if Tenant desires to contest such lien, it will furnish Landlord,
within such thirty (30) day period, security reasonably satisfactory to Landlord
of at least 100% of the amount of the claim, plus estimated costs and interests
(or such larger sum as Landlord's title insurance company may require in order
to insure over such lien). If a final judgment establishing the validity or
existence of a lien for any amount is entered, Tenant will immediately pay and
satisfy the same. If Tenant fails to pay any charge for which a mechanic's lien
has been filed, and has not given Landlord security as described above, Landlord
may, at its option, pay such charge and related costs and interest, and the
amount so paid, together with attorneys' fees incurred in connection with such
lien, will be immediately due from Tenant to Landlord as Additional Rent.
Nothing contained in this Lease will be deemed the consent or agreement of
Landlord to subject Landlord's interest in all or any portion of the Project to
liability under any mechanics' lien or to other lien law. If Tenant receives
notice that a lien has been or is about to be filed against the Premises or any
part of the Project or any action affecting title to the Project has been
commenced on account of work done by or for or materials furnished to or for
Tenant, it will immediately give Landlord written notice of such notice. At
least fifteen (15) days prior to the commencement of any work (including, but
not limited to, any maintenance, repairs or Alteration) in or to the Premises,
by or for Tenant, Tenant will give Landlord written notice of the proposed work
and the names and addresses of the persons supplying labor and materials for the
proposed work. Landlord will have the right to post notices of
non-responsibility or similar notices, if applicable, on the Premises or in the
public records in order to protect the Premises against such liens.

    12.4 Removal of Alterations. All or any part of the Alterations (including,
without limitation, wiring), whether made with or without the consent of
Landlord, shall, at the election of Landlord, either be removed by Tenant at its
expense before the expiration of the Term or shall remain upon the Premises and
be surrendered therewith at the Expiration Date or earlier termination of this
Lease as the property of Landlord without disturbance, molestation or injury.
However, upon Tenant's request with respect to any proposed Alteration, Landlord
agrees to inform Tenant whether or not Landlord shall require the removal
thereof at expiration of the Term. If Landlord requires the removal of all or
part of the Alterations,



                                      -20-
   24

Tenant, at its expense, shall repair any damage to the Premises or the Project
caused by such removal and restore the Premises to its condition prior to the
construction of such Alterations. If Tenant fails to remove the Alterations upon
Landlord's request and repair and restore the Premises and Project, then
Landlord may (but shall not be obligated to) remove, repair and restore the same
and the cost of such removal, repair and restoration together with any and all
damages which Landlord may suffer and sustain by reason of the failure of Tenant
to remove, repair and restore the same, shall be charged to Tenant and paid upon
demand.

    12.5 Landlord Alterations. Landlord shall have no obligation to make any
Alterations in or to the Premises or the Project except as specifically provided
in Exhibit B. Landlord hereby reserves the right, from time to time, to make
Alterations to the Project, change the Building dimensions, erect additional
stories thereon and attach other buildings and structures thereto, and to erect
such scaffolding and other aids to construction as Landlord deems appropriate,
and no such Alterations, changes, construction or erection shall constitute an
eviction, constructive or otherwise, or permit Tenant any abatement of Rent or
claim.

                                  ARTICLE XIII
                                      SIGNS

    No sign, advertisement or notice shall be inscribed, painted, affixed,
placed or otherwise displayed by Tenant on any part of the Project or the
outside or the inside (including, without limitation, the windows) of the
Building or the Premises. Landlord shall provide, at Landlord's expense, a
directory in the lobby of the Building listing all Building tenants (Tenant will
be entitled to one listing per floor of the Premises), but shall have no
obligation to list any assignees or subtenants. Landlord also shall, at
Landlord's expense, place a sign in the Building standard sign material and
lettering identifying the suite number and/or Tenant name on or in the immediate
vicinity of the entry door to the Premises (one such sign on each floor of the
Premises). Landlord shall have no obligation to provide any entry door signage
for the benefit of any assignee or subtenant and any such signage provided by
another party identifying the suite number and/or assignee or subtenant name in
the Building shall be consistent with Building standard sign material and
lettering and located on or in the immediate vicinity of the entry door to the
assigned or sublet portion of the Premises. If any prohibited sign,
advertisement or notice is nevertheless exhibited by Tenant, Landlord shall have
the right to remove the same, and Tenant shall pay upon demand any and all
expenses incurred by Landlord in such removal, together with interest thereon at
the Interest Rate from the demand date. However, Landlord agrees that Tenant
shall be entitled to retain its current monument sign (at the same size, style
and location as exists on the date hereof).


                                   ARTICLE XIV
                         TENANT'S EQUIPMENT AND PROPERTY

    14.1 Moving Tenant's Property. Any and all damage or injury to the Premises
or the Project caused by moving the property of Tenant into or out of the
Premises, or due to the same being on the Premises, shall be repaired by
Landlord (with respect to areas outside of the Premises) or by Tenant (with
respect to the Premises), in both cases at the expense of Tenant. No furniture,
equipment or other bulky matter of any description shall be received into the
Building or carried in the elevators except as may be approved in writing by
Landlord, and the same shall be delivered only through the designated delivery
entrance and



                                      -21-
   25

freight elevator in the Building, at such times as shall be designated by
Landlord. All moving of furniture, equipment, and other materials shall be
subject to such reasonable rules and regulations as Landlord may promulgate from
time to time; provided however, in no event shall Landlord be responsible for
any damages to or charges for moving the same. Tenant shall promptly remove from
the Common Area any of Tenant's furniture, equipment or other property there
deposited.

    14.2 Installing and Operating Tenant's Equipment. Without first obtaining
the written consent of Landlord, Tenant shall not install or operate in the
Premises (i) any electrically operated equipment or other machinery, other than
standard office equipment that does not require wiring, cooling or other service
in excess of Building standards, (ii) any equipment of any kind or nature
whatsoever which will require any changes, replacements or additions to, or
changes in the use of, any water, heating, plumbing, air conditioning or
electrical system of the Premises or the Project, or (iii) any equipment which
exceeds the load capacity per square foot for the Building. Landlord's consent
to such installation or operation may be conditioned upon the payment by Tenant
of additional compensation for any excess consumption of utilities and any
additional power, wiring, cooling or other service (as determined in the sole
discretion of Landlord) that may result from such equipment. Machines and
equipment which cause noise or vibration that may be transmitted to the
structure of the Building or to any space therein so as to be objectionable to
Landlord or any other Project tenant shall be installed and maintained by
Tenant, at its expense, on vibration eliminators or other devices sufficient to
eliminate such noise and vibration.

                                   ARTICLE XV
                                 RIGHT OF ENTRY

    Tenant shall permit Landlord or its Agents, at any time and on reasonable
notice (except in an emergency), to enter the Premises, without charge therefor
to Landlord and without diminution of Rent: (i) to examine, inspect and protect
the Premises and the Project; (ii) to make such alterations and repairs which in
the reasonable judgment of Landlord may be deemed necessary or desirable; (iii)
to exhibit the same to prospective purchaser(s) of the Building or the Project
or to present or future Mortgagees; or (iv) to exhibit the same to prospective
tenants during the last eighteen (18) months of the Term. Landlord agrees to
utilize all commercially reasonable efforts not to interfere with (or to
minimize interference, as the case may be) the operation of Tenant's business in
the exercise of Landlord's rights under this ARTICLE XV.

                                   ARTICLE XVI
                                    INSURANCE

    16.1 Certain Insurance Risks. Tenant will not do or permit to be done any
act or thing upon the Premises or the Project which would: (i) jeopardize or be
in conflict with fire insurance policies covering the Project, and fixtures and
property in the Project; or (ii) increase the rate of fire insurance applicable
to the Project to an amount higher than it otherwise would be for general office
use of the Project; or (iii) subject Landlord to any liability or responsibility
for injury to any person or persons or to property by reason of any business or
operation being conducted upon the Premises. Landlord agrees that utilizing the
Premises for general business office use will not cause any of the effects
prohibited by this SECTION 16.1.

    16.2 Landlord's Insurance. At all times during the Term, Landlord will carry
and maintain the following insurance issued by good and reputable insurance
companies:

               (a) "All risk" fire and extended coverage insurance covering the
Building in the amount of the full replacement value of the Building;



                                      -22-
   26

               (b) Bodily injury and property damage insurance with a combined
single occurrence limit of not less than $1,000,000. All such insurance will be
on an occurrence commercial general liability form including personal injury
coverage;

               (c) Umbrella liability insurance in excess of the underlying
coverage listed in paragraph (b), with limits of not less than $4,000,000 per
occurrence/$4,000,000 per aggregate; and

               (d) Such other insurance as Landlord reasonably determines from
time to time.

The insurance coverages and amounts in this SECTION 16.2 will be determined by
Landlord in the exercise of its reasonable discretion.

    16.3 Tenant's Insurance. At all times during the Term, Tenant will carry and
maintain, at Tenant's expense, the following insurance, in the amounts specified
below or such other amounts as Landlord may from time to time reasonably
request, with insurance companies and on forms satisfactory to Landlord:

         (a) Bodily injury and property damage liability insurance, with a
combined single occurrence limit of not less than $5,000,000. All such insurance
will be on an occurrence commercial general liability form including without
limitation, personal injury and contractual liability coverage for the
performance by Tenant of the indemnity agreements set forth in ARTICLE XVIII of
this Lease. Such insurance shall include Waiver of Subrogation Rights against
Landlord.

         (b) Insurance covering all of Tenant's furniture and fixtures,
machinery, equipment, stock and any other personal property owned and used in
Tenant's business and found in, on or about the Project, and any leasehold
improvements to the Premises in excess of any initial buildout of the Premises
by the Landlord, in an amount not less than the full replacement cost. Property
forms will provide coverage on an open perils basis insuring against "all risks
of direct physical loss." All policy proceeds will be used for the repair or
replacement of the property damaged or destroyed, however, if this Lease ceases
under the provisions of ARTICLE XX, Tenant will be entitled to any proceeds
resulting from damage to Tenant's furniture and fixtures, machinery and
equipment, stock and any other personal property;

         (c) Worker's compensation insurance insuring against and satisfying
Tenant's obligations and liabilities under the worker's compensation laws of the
state in which the Premises are located, including employer's liability
insurance in the limit of $1,000,000 aggregate. Such insurance shall include
Waiver of Subrogation Rights against Landlord; and

         (d) If Tenant operates owned, hired, or non-owned vehicles on the
Project, comprehensive automobile liability will be carried at a limit of
liability not less than $1,000,000 combined bodily injury and property damage.

         (e) All insurance required under this ARTICLE XVI shall be issued by
such good and reputable insurance companies qualified to do and doing business
in the state in which the Premises are located and having a rating not less than
A-xiii as rated in the most current copy of Best's Insurance Report in the form
customary to this locality.

    16.4 Forms of the Policies. Certificates of insurance together with copies
of the endorsements when applicable naming Landlord, Landlord's management
company, and any others specified by Landlord as additional insureds will be
delivered to Landlord prior to Tenant's occupancy of the Premises and from time
to time at least ten (10) days prior to the expiration of the term of each such
policy. All policies maintained by Tenant will name Landlord, Landlord's
management company, and any such other persons or firms as Landlord specifies
from time to time as additional insureds. All policies maintained by Tenant will
provide that they may not be terminated nor may coverage be reduced except after
thirty (30) days'



                                      -23-
   27

prior written notice to Landlord. All commercial general liability and property
policies maintained by Tenant will be written as primary policies, not
contributing with and not supplemental to the coverage that Landlord may carry.
Commercial general liability insurance required to be maintained by Tenant by
this ARTICLE XVI will not be subject to a deductible of greater than $10,000.00.

    16.5 Waiver of Subrogation. Landlord and Tenant each waive any and all
rights to recover against the other or against the Agents of such other party
for any loss or damage to such waiving party in excess of deductible amounts
arising from any cause covered by any property insurance required to be carried
by such party pursuant to this ARTICLE XVI or any other property insurance
actually carried by such party to the extent of the limits of such policy.
Landlord and Tenant, from time to time, will cause their respective insurers to
issue appropriate waiver of subrogation rights endorsements to all property
insurance policies carried in connection with the Project or the Premises or the
contents of the Project or the Premises. Tenant agrees to cause all other
occupants of the Premises claiming by, under or through Tenant, to execute and
deliver to Landlord such a waiver of claims and to obtain such waiver of
subrogation rights endorsements.

    16.6 Adequacy of Coverage. Landlord and its Agents make no representation
that the limits of liability specified to be carried by Tenant pursuant to this
ARTICLE XVI are adequate to protect Tenant. If Tenant believes that any of such
insurance coverage is inadequate, Tenant will obtain such additional insurance
coverage as Tenant deems adequate, at Tenant's sole expense.


                                  ARTICLE XVII
                         LANDLORD SERVICES AND UTILITIES

    17.1 Ordinary Services to the Premises. Landlord shall furnish to the
Premises throughout the Term: (i) facilities to furnish heating, ventilation,
and air conditioning ("HVAC") appropriate for the Permitted Use during Normal
Business Hours (as defined in the Rules and Regulations), except for legal
holidays observed by the federal government; (ii) reasonable janitorial service
as more particularly set forth on Exhibit E attached hereto; (iii) regular trash
removal from the Premises; (iv) hot and cold water from points of supply; (v)
restrooms; (vi) elevator service, provided that Landlord shall have the right to
remove such elevators from service as may be required for moving freight or for
servicing or maintaining the elevators or the Building; and (vii) facilities to
furnish electricity sufficient for Building standard lighting, typewriters,
dictating equipment, calculating machines, personal computers and other machines
of similar low electrical consumption, but not including electricity and air
conditioning units required for equipment of Tenant that is in excess of
Building standard or that is beyond Normal Business Hours. However, nothing
contained in this SECTION 17.1 shall be construed as requiring Landlord to
upgrade the existing electrical system servicing the Premises; if any such
upgrade is necessary Tenant shall complete the same as a component of Tenant's
Work and in accordance and in compliance with the Work Agreement. The cost of
all services provided by Landlord hereunder shall be included within Operating
Expenses, unless charged directly to Tenant as set forth in SECTION 17.2 below
and except that all electricity and telephone charges shall not be included
within Operating Expenses and shall be paid by Tenant as more particularly set
forth in SECTION 17.5 below. Landlord will not be responsible for any inadequacy
or failure of the air conditioning system if such inadequacy or failure results
from the occupancy of the Premises by more than an average of one person for
each 110 square feet. In addition, Tenant shall not install and operate machines
and appliances the total connected electrical load of which exceeds 2.5 watts
per square foot of area.

    17.2 Additional Services. Should Tenant desire any additional services
beyond those described in SECTION 17.1 hereof or a rendition of any of such
services outside the normal times for providing such service, Landlord may (at
Landlord's option), upon reasonable advance notice from Tenant to Landlord,



                                      -24-
   28

furnish such services, and Tenant agrees to pay Landlord upon demand Landlord's
additional expenses resulting therefrom. Landlord may, from time to time during
the Term, set a per hour charge for after-hours service which shall include the
cost of the utility, service, labor costs, administrative costs and a cost for
depreciation of the equipment used to provide such after-hours service.

    17.3 Interruption of Services. Landlord will not be liable to Tenant or any
other person, for direct or consequential damage, or otherwise, for any failure
to supply any heat, air conditioning, elevator, cleaning, lighting or security
or for any surges or interruptions of electricity, or other service Landlord has
agreed to supply during any period when Landlord uses reasonable diligence to
supply such services. Landlord reserves the right temporarily to discontinue
such services, or any of them, at such times as may be necessary by reason of
accident, repairs, alterations or improvement, strikes, lockouts, riots, acts of
God, governmental preemption in connection with a national or local emergency,
any rule, order or regulation of any governmental agency, conditions of supply
and demand which make any product unavailable, Landlord's compliance with any
mandatory or voluntary governmental energy conservation or environmental
protection program, or any other happening beyond the control of Landlord.
Landlord will not be liable to Tenant or any other person or entity for direct
or consequential damages resulting from the admission to or exclusion from the
Building or Project of any person. In the event of invasion, mob, riot, public
excitement or other circumstances rendering such action advisable in Landlord's
reasonable opinion, Landlord will have the right to prevent access to the
Building or Project during the continuance of the same by such means as
Landlord, in its reasonable discretion, may deem appropriate, including, without
limitation, locking doors and closing Parking Facilities and the Common Area.
Landlord will not be liable for damages to persons or property or for injury to,
or interruption of, business for any discontinuance permitted under this ARTICLE
XVII, nor will such discontinuance in any way be construed as an eviction of
Tenant or cause an abatement of rent or operate to release Tenant from any of
Tenant's obligations under this Lease. Notwithstanding the foregoing, if (i) any
interruption of utilities or services shall continue for five (5) business days
after written notice from Tenant to Landlord; (ii) such interruption of
utilities or services shall render any portion of the Premises unusable for the
normal conduct of Tenant's business and Tenant, in fact, ceases to use and
occupy such portion of the Premises for the normal conduct of its business; and
(iii) such interruption of utilities or services is primarily due to the
negligence or willful misconduct of Landlord, then all Rent payable hereunder
with respect to such portion of the Premises rendered unusable for the normal
conduct of Tenant's business in which Tenant, in fact, ceases to use and occupy,
shall be abated after the expiration of such five (5) business day period, in
the event such utilities or services are not restored, and such abatement shall
continue until such time that the utilities or services are restored.

    17.4 Meters; Utility Providers. Landlord reserves the right to separately
meter or monitor the utility services provided to the Premises or any portion
thereof and bill the charges directly to Tenant or to separately meter any other
tenant and bill the charges directly to such tenant and to make appropriate
adjustments based upon such monitoring in the event that Landlord reasonably
determines that the degree or scope of usage warrants an adjustment. Effective
immediately and automatically upon the Commencement Date (and whether or not
Tenant pays utility charges to Landlord or directly to any utility company), it
is expressly acknowledged and agreed that Landlord shall have the sole and
exclusive right to designate all utility provider(s) to the Premises, the
Building and the Project (including without limitation electricity and gas).

    17.5 Electricity and Telephone Charges. Tenant and Landlord agree that
Tenant shall be separately charged for and shall pay as Additional Rent all
telephone and telecommunication charges (these charges shall be paid by Tenant
directly to the service provider(s)), and all electricity consumed within the
Premises by Tenant and by Tenant's lighting, office machines, equipment, heating
or air-conditioning systems serving the Premises or by Tenant's other uses,
specialized or otherwise, hereinafter collectively referred to as Premises
Electricity. At Landlord's option, Tenant shall either (i) pay for the Premises
Electricity directly to the utility providing such electrical service, or (ii)
reimburse Landlord for such costs.



                                      -25-
   29

In this connection, it is understood that that portion of the Premises located
on the third floor of the Building is separately metered for electricity, while
that portion of the Premises located on the second floor of the Building is not.
Therefore, for purposes of calculating Premises Electricity Tenant shall pay (i)
100% of the charges applicable to the third floor meter; and (ii) that
percentage of the charges applicable to the second floor meter which is equal to
a fraction, the numerator of which is the Rentable Square Feet of the Premises
located on the second floor and the denominator of which is the total amount of
leased and occupied Rentable Square Feet located on the second floor. In
addition and separately, Tenant shall pay as Additional Rent Tenant's
Proportionate Share of the cost of electricity used by Landlord to provide
lighting and services to the Common Areas including without limitation all
parking areas, hereinafter collectively referred to as Common Area Electricity,
the cost of which Common Area Electricity shall not be included in Operating
Expenses. From and after the Commencement Date, Tenant shall be responsible for
and pay as Additional Rent both Premises Electricity and Common Area
Electricity, said payments to be made within fifteen (15) days of invoice date.

                                  ARTICLE XVIII
                              LIABILITY OF LANDLORD

    18.1 Indemnification. Tenant will neither hold nor attempt to hold Landlord
or its respective Agents liable for, and Tenant will indemnify and hold harmless
Landlord, and its respective Agents, from and against, any and all demands,
claims, causes of action, fines, penalties, damages (including consequential
damages), liabilities, judgments, and expenses (including, without limitation,
attorneys' fees) incurred in connection with or arising from:

         (a) The use or occupancy or manner of use or occupancy of the Premises
by Tenant or any person claiming under Tenant or the Agents of Tenant or any
such person;

         (b) Any activity, work or thing done, permitted or suffered by Tenant,
any person claiming under Tenant or the Agents of Tenant or any such person in
or about the Premises or the Project;

         (c) Any acts, omissions or negligence of Tenant or any person claiming
under Tenant, or the Agents of Tenant or any such person;

         (d) Any breach, violation or nonperformance by Tenant or any person
claiming under Tenant or the Agents of Tenant or any such person of any term,
covenant or provision of this Lease or any law, ordinance or governmental
requirement of any kind;

         (e) Any injury or damage to the person, property or business of Tenant,
any person claiming under Tenant or the Agents of Tenant or any such person or
any other person entering upon the Premises or the Project under the express or
implied invitation of Tenant; except as to each of the indemnifications set
forth above for any injury or damage to persons or property to the extent caused
by the negligence or willful misconduct of Landlord, unless covered by insurance
required to be obtained and maintained by Tenant pursuant to ARTICLE XVI hereof,
in which event the indemnifications set forth in this SECTION 18.1 shall apply.

         If any action or proceeding is brought against Landlord, or its
respective Agents by reason of any such claim for which Tenant has indemnified
Landlord, or its respective Agents, Tenant, upon notice from Landlord, shall
defend the same at Tenant's expense with counsel reasonably satisfactory to
Landlord, as appropriate.

    18.2 Waiver and Release. Tenant, as a material part of the consideration to
Landlord for this Lease, by this SECTION 18.2 waives and releases all claims
against Landlord, and its Agents with respect to all



                                      -26-
   30

matters for which Landlord has disclaimed liability pursuant to the provisions
of this Lease. Tenant covenants and agrees that Landlord and its Agents will not
at any time or to any extent whatsoever be liable, responsible or in any way
accountable for any loss, injury, death or damage (including consequential
damages) to persons, property or Tenant's business occasioned by any acts or
omissions of any other tenant, occupant or visitor of the Project, or from any
cause, either ordinary or extraordinary, beyond the control of Landlord, except
to the extent caused by the negligence or willful misconduct of Landlord and not
otherwise covered by insurance required to be obtained and maintained by Tenant
pursuant to ARTICLE XVI hereof.

                                   ARTICLE XIX
                              RULES AND REGULATIONS

    Tenant and its Agents shall at all times abide by and observe the Rules and
Regulations set forth in EXHIBIT C and any reasonable amendments thereto that
may be promulgated from time to time by Landlord for the operation and
maintenance of the Project and the Rules and Regulations shall be deemed to be
covenants of the Lease to be performed and/or observed by Tenant. Nothing
contained in this Lease shall be construed to impose upon Landlord any duty or
obligation to enforce the Rules and Regulations, or the terms or provisions
contained in any other lease, against any other tenant of the Project. Landlord
shall not be liable to Tenant for any violation by any party of the Rules and
Regulations or the terms of any other Project lease. If there is any
inconsistency between this Lease (other than EXHIBIT C) and the then current
Rules and Regulations, this Lease shall govern. Landlord reserves the right to
amend and modify the Rules and Regulations as is reasonably necessary.

                                   ARTICLE XX
                              DAMAGE; CONDEMNATION

    20.1 Damage to the Premises. If the Premises or the Building shall be
damaged by fire or other insured cause not resulting from the willful misconduct
of Tenant or its Agents, Landlord shall diligently and as soon as practicable
after such damage occurs (taking into account the time necessary to effect a
satisfactory settlement with any insurance company involved) repair such damage
at the expense of Landlord; provided, however, that Landlord's obligation to
repair such damage shall not exceed the proceeds of insurance available to
Landlord (reduced by any proceeds retained pursuant to the rights of Mortgagee).
Notwithstanding the foregoing, if the Premises or the Building are damaged by
fire or other insured cause to such an extent that, in Landlord's sole judgment,
the damage cannot be substantially repaired within two hundred ten (210) days
after the date of such damage, or if the Premises are substantially damaged
during the last Lease Year, then: (i) Landlord may terminate this Lease as of
the date of such damage by written notice to Tenant; or (ii) provided such
damage or casualty has not been caused by the Tenant or its Agents, Tenant may
terminate this Lease as of the date of such damage by written notice to Landlord
within ten (10) days after (a) Landlord's delivery of a notice that the repairs
cannot be made within such 210-day period (Landlord shall use reasonable efforts
to deliver to Tenant such notice within sixty (60) days of the date of such
damage or casualty); or (b) the date of damage, in the event the damage occurs
during the last year of the Lease. Rent shall be apportioned and paid to the
date of such termination.

    During the period that Tenant is deprived of the use of the damaged portion
of the Premises, and provided such damage is not the consequence of the fault or
negligence of Tenant or its Agents, Basic Rent and Tenant's Proportionate Share
shall be reduced by the ratio that the Rentable Square Footage of the Premises
damaged bears to the total Rentable Square Footage of the Premises before such
damage. All injury or damage to the Premises or the Project resulting from the
fault or negligence of Tenant or its Agents shall be repaired by Tenant, at
Tenant's expense, and Rent shall not abate. If Tenant shall fail to do so or if
Landlord shall so elect, Landlord shall have the right to make such repairs, and
any expense so



                                      -27-
   31

incurred by Landlord, together with interest thereon at the Interest Rate from
the demand date, shall be paid by Tenant upon demand. Notwithstanding anything
herein to the contrary, Landlord shall not be required to rebuild, replace, or
repair any of the following: (i) specialized Tenant improvements as reasonably
determined by Landlord; (ii) Alterations; or (iii) any other personal property
of Tenant.

    20.2 Condemnation. If twenty percent (20%) or more of the Building or 50% or
more of the Land shall be taken or condemned by any governmental or
quasi-governmental authority for any public or quasi-public use or purpose
(including, without limitation, sale under threat of such a taking), then the
Term shall cease and terminate as of the date when title vests in such
governmental or quasi-governmental authority, and Rent shall be prorated to the
date when title vests in such governmental or quasi-governmental authority. If
less than twenty percent (20%) of the Building or a Substantial Part of the Land
is taken or condemned by any governmental or quasi-governmental authority for
any public or quasi-public use or purpose (including, without limitation, sale
under threat of such a taking), Basic Rent and Tenant's Proportionate Share
shall be reduced by the ratio that the Rentable Square Footage of the portion of
the Premises so taken bears to the Rentable Square Footage of the Premises
before such taking, effective as of the date when title vests in such
governmental or quasi-governmental authority, and this Lease shall otherwise
continue in full force and effect. Tenant shall have no claim against Landlord
(or otherwise) as a result of such taking, and Tenant hereby agrees to make no
claim against the condemning authority for any portion of the amount that may be
awarded as compensation or damages as a result of such taking; provided,
however, that Tenant may, to the extent allowed by law, claim an award for
moving expenses and for the taking of any of Tenant's property (other than its
leasehold interest in the Premises) which does not, under the terms of this
Lease, become the property of Landlord at the termination hereof, as long as
such claim is separate and distinct from any claim of Landlord and does not
diminish Landlord's award. Tenant hereby assigns to Landlord any right and
interest it may have in any award for its leasehold interest in the Premises.
Tenant hereby assigns to Landlord any right and interest it may have in any
award for its leasehold interest in the Premises.

                                   ARTICLE XXI
                                DEFAULT OF TENANT

    21.1 Events of Default. Each of the following shall constitute an Event of
Default: (i) Tenant fails to pay Rent within ten (10) days after written notice
from Landlord; provided that no such notice shall be required if at least two
such notices shall have been given during the previous twelve (12) months; (ii)
Tenant fails to observe or perform any other term, condition or covenant herein
binding upon or obligating Tenant within ten (10) days after written notice from
Landlord; provided, however, that if Landlord reasonably determines that such
failure cannot be cured within said 10-day period, then Landlord may in its
reasonable discretion extend the period to cure the default for as long as is
reasonably necessary to complete the cure, provided Tenant has commenced to cure
the default within the 10-day period and diligently and continuously pursues
such cure to completion; (iii) Tenant abandons the Premises; (iv) Tenant or any
Guarantor makes or consents to a general assignment for the benefit of creditors
or a common law composition of creditors, or a receiver of the Premises for all
or substantially all of Tenant's or Guarantor's assets is appointed; (v) Tenant
or Guarantor files a voluntary petition in any bankruptcy or insolvency
proceeding, or an involuntary petition in any bankruptcy or insolvency
proceeding is filed against Tenant or Guarantor and is not discharged by Tenant
or Guarantor within one hundred twenty (120) days or; (vi) Tenant fails to
immediately remedy or discontinue any hazardous conditions which Tenant has
created or permitted in violation of law or of this Lease.

    21.2 Landlord's Remedies. Upon the occurrence of an Event of Default,
Landlord, at its option, without further notice or demand to Tenant, may, in
addition to all other rights and remedies provided in this Lease, at law or in
equity elect one or more of the following remedies:



                                      -28-
   32

         (a) Terminate this Lease and Tenant's right of possession of the
Premises, and recover all damages to which Landlord is entitled under law,
specifically including but without limitation, all of Landlord's expenses of
reletting (including, without limitation, rental concessions to new tenants,
repairs, Alterations, legal fees and brokerage commissions). If Landlord elects
to terminate this Lease, every obligation of the parties shall cease as of the
date of such termination, except that Tenant shall remain liable for payment of
Rent, performance of all other terms and conditions of this Lease to the date of
termination and performance of all other terms and conditions of this Lease
which expressly survive termination hereof;

         (b) Terminate Tenant's right of possession of the Premises without
terminating this Lease, in which event Landlord may, but shall not be obligated
to, relet the Premises, or any part thereof, for the account of Tenant, for such
rent and term and upon such other conditions as are acceptable to Landlord. For
purposes of such reletting, Landlord is authorized to redecorate, repair, alter
and improve the Premises to the extent necessary in Landlord's discretion. Until
Landlord relets the Premises, Tenant shall remain obligated to pay Rent to
Landlord as provided in this Lease. If and when the Premises are relet and if a
sufficient sum is not realized from such reletting after payment of all of
Landlord's expenses of reletting (including, without limitation, rental
concessions to new tenants, repairs, Alterations, legal fees and brokerage
commissions) to satisfy the payment of Rent due under this Lease for any month,
Tenant shall pay Landlord any such deficiency upon demand. Tenant agrees that
Landlord may file suit to recover any sums due Landlord under this Section from
time to time and that such suit or recovery of any amount due Landlord shall not
be any defense to any subsequent action brought for any amount not previously
reduced to judgment in favor of Landlord;

         (c) Terminate this Lease and Tenant's right of possession of the
Premises, and recover from Tenant the net present value of the Rent due from the
date of termination until the Expiration Date, discounted at the lesser of the
"base rate" referenced in the definition of the Interest Rate and calculated as
of the date of termination or ten percent (10%) per annum; and

         (d) In addition to the foregoing, re-enter and repossess the Premises
and remove all persons and effects therefrom, by summary proceeding, ejectment
or other legal action. Landlord shall have no liability by reason of any such
re-entry, repossession or removal.

    21.3 Rights Upon Possession. If Landlord takes possession pursuant to this
ARTICLE XXI, with or without terminating this Lease, Landlord may, at its
option, remove Tenant's Alterations, signs, personal property, equipment and
other evidences of tenancy, and store them at Tenant's risk and expense or
dispose of them as Landlord may see fit, and take and hold possession of the
Premises; provided, however, that if Landlord elects to take possession only
without terminating this Lease, such entry and possession shall not terminate
this Lease or release Tenant or any Guarantor, in whole or in part, from the
obligation to pay the Rent reserved hereunder for the full Term or from any
other obligation under this Lease or any guaranty thereof.

    21.4 No Waiver. If Landlord or Tenant shall institute proceedings hereunder
and a compromise or settlement thereof shall be made, the same shall not
constitute a waiver of any other covenant, condition or agreement herein
contained, nor of any other rights hereunder. No waiver by either party hereto
of any breach shall operate as a waiver of such covenant, condition or agreement
itself, or of any subsequent breach thereof. No payment of Rent by Tenant or
acceptance of Rent by Landlord shall operate as a waiver of any breach or
default by Tenant under this Lease. No payment by Tenant or receipt by Landlord
of a lesser amount than the monthly installment of Rent herein stipulated shall
be deemed to be other than a payment on account of the earliest unpaid Rent, nor
shall any endorsement or statement on any check or communication accompanying a
check for the payment of Rent be deemed an accord and satisfaction, and Landlord
may accept such check or payment without prejudice to Landlord's right to
recover the balance



                                      -29-
   33

of such Rent or to pursue any other remedy provided in this Lease. No re-entry
by Landlord, and no acceptance by Landlord of keys from Tenant, shall be
considered an acceptance of a surrender of the Lease.

    21.5 Right of Landlord to Cure Tenant's Default. If an Event of Default
shall occur, then Landlord may (but shall not be obligated to) make such payment
or do such act to cure the Event of Default, and charge the amount of the
expense thereof to Tenant. Such payment shall be due and payable upon demand;
however, the making of such payment or the taking of such action by Landlord
shall not be deemed to cure the Event of Default or to stop Landlord from the
pursuit of any remedy to which Landlord would otherwise be entitled. Any such
payment made by Landlord on Tenant's behalf shall bear interest until paid at
the Interest Rate.

    21.6 Late Payment. If Tenant fails to pay any Rent within ten (10) days
after such Rent becomes due and payable, Tenant shall pay to Landlord a late
charge of ten percent (10%) of the amount of such overdue Rent. In addition, any
such late Rent payment shall bear interest from the date such Rent became due
and payable to the date of payment thereof by Tenant at the Interest Rate. Such
late charge and interest shall be due and payable within two (2) days after
written demand from Landlord.

                                  ARTICLE XXII
                                    MORTGAGES

    22.1 Subordination. This Lease is subject and subordinate to all ground or
underlying leases and to any superior Mortgage(s) which may now or hereafter
affect such leases or the Land and to all renewals, modifications,
consolidations, replacements and extensions thereof. This subordination shall be
self-operative; however, in confirmation thereof, Tenant shall execute promptly
any instrument that Landlord or any Mortgagee may request confirming such
subordination, provided such Mortgagee confirms its agreement not to disturb
Tenant's possession absent an Event of Default hereunder. In this connection,
Landlord hereby confirms that there is currently no mortgage encumbering the
Project. In the event the Project is hereafter mortgaged, Landlord agrees to
cause the Mortgagee to execute (with Tenant) Mortgagee's form non-disturbance
agreement. Notwithstanding the foregoing, before any foreclosure sale under a
Mortgage, the Mortgagee shall have the right to subordinate the Mortgage to this
Lease, and, in the event of a foreclosure, this Lease may continue in full force
and effect and Tenant shall attorn to and recognize as its landlord the
purchaser of Landlord's interest under this Lease. Tenant shall, upon the
request of a Mortgagee or purchaser at foreclosure, execute, acknowledge and
deliver any instrument that has for its purpose and effect the subordination of
the lien of any Mortgage to this Lease or Tenant's attornment to such Purchaser.

    22.2 Mortgagee Protection. Tenant agrees to give any Mortgagee by certified
mail, return receipt requested, a copy of any notice of default served upon
Landlord, provided that before such notice Tenant has been notified in writing
of the address of such Mortgagee. Tenant further agrees that if Landlord shall
have failed to cure such default within the time provided for in this Lease,
then Mortgagee shall have an additional ten (10) days within which to cure such
default; provided, however, that if such default cannot be reasonably cured
within that time, then such Mortgagee shall have such additional time as may be
necessary to cure such default so long as Mortgagee has commenced and is
diligently pursuing the remedies necessary to cure such default (including,
without limitation, the commencement of foreclosure proceedings, if necessary),
in which event this Lease shall not be terminated or Rent abated while such
remedies are being so diligently pursued. In the event of the sale of the Land,
the Building or the Project by foreclosure or deed in lieu thereof, the
Mortgagee or purchaser at such sale shall be responsible for the return of the
Security Deposit only to the extent that such Mortgagee or purchaser actually
received the Security Deposit.



                                      -30-
   34

                                  ARTICLE XXIII
                             SURRENDER; HOLDING OVER

    23.1 Surrender of the Premises. Tenant shall peaceably surrender the
Premises to Landlord on the Expiration Date or earlier termination of this
Lease, in broom-clean condition and in as good condition as when Tenant took
possession, including, without limitation, the repair of any damage to the
Premises caused by the removal of any of Tenant's personal property or trade
fixtures from the Premises, except for reasonable wear and tear and loss by fire
or other casualty not caused by the willful misconduct of Tenant or its Agents.
All trade fixtures, equipment, furniture, inventory, effects, alterations,
additions and improvements left on or in the Premises or the Project after the
Expiration Date or earlier termination of this Lease will be deemed conclusively
to have been abandoned and may be appropriated, sold, stored, destroyed or
otherwise disposed of by Landlord without notice to Tenant or any other person
and without obligation to account for them; and Tenant will pay Landlord for all
expenses incurred in connection with the removal of such property (unless
Landlord has previously determined, in writing, that Tenant may leave such
property at the Premises upon expiration, as contemplated by SECTION 12.4
hereof), including, but not limited to, the costs of repairing any damage to the
Premises or the Project caused by the removal of such property. Tenant's
obligation to observe and perform this covenant will survive the expiration or
other termination of this Lease.

    23.2 Holding Over. In the event that Tenant shall not immediately surrender
the Premises to Landlord on the Expiration Date or earlier termination of this
Lease, Tenant shall be deemed to be a tenant-at-will pursuant to the terms and
provisions of this Lease, except the daily Basic Rent shall be one-hundred and
fifty percent (150%) of the daily Basic Rent in effect on the Expiration Date or
earlier termination of this Lease (computed on the basis of a thirty (30) day
month). Notwithstanding the foregoing, if Tenant shall hold over after the
Expiration Date or earlier termination of this Lease, and Landlord shall desire
to regain possession of the Premises, then Landlord may immediately or at any
time thereafter commence any legal process provided under applicable state law.
In addition to the increased Basic Rent during hold over, as aforesaid, Tenant
shall indemnify Landlord against all liabilities and damages sustained by
Landlord by reason of such retention of possession.


                                  ARTICLE XXIV
                                 QUIET ENJOYMENT

    Landlord covenants that it owns the Project in fee simple and that if Tenant
shall pay Rent and perform all of the terms and conditions of this Lease to be
performed by Tenant, Tenant shall during the Term peaceably and quietly occupy
and enjoy possession of the Premises without molestation or hindrance by
Landlord or any party claiming through or under Landlord, subject to the
provisions of this Lease, the Restrictions and any Mortgage to which this Lease
is subordinate.


                                   ARTICLE XXV
                                  MISCELLANEOUS

    25.1 No Representations by Landlord. Tenant acknowledges that neither
Landlord nor its Agents nor any broker has made any representation or promise
with respect to the Premises, the Project, the Land or the Common Area, except
as herein expressly set forth, and no rights, privileges, easements or licenses
are acquired by Tenant except as herein expressly set forth.



                                      -31-
   35

    25.2 No Partnership. Nothing contained in this Lease shall be deemed or
construed to create a partnership or joint venture of or between Landlord and
Tenant, or to create any other relationship between Landlord and Tenant other
than that of landlord and tenant.

    25.3 Brokers. Landlord recognizes Broker(s) as the sole broker(s) procuring
this Lease and shall pay Broker(s) a commission therefor pursuant to a separate
agreement between Broker(s) and Landlord. Landlord and Tenant each represents
and warrants to the other that it has not employed any broker, agent or finder
other than Broker(s) relating to this Lease. Landlord shall indemnify and hold
Tenant harmless, and Tenant shall indemnify and hold Landlord harmless, from and
against any claim for brokerage or other commission arising from or out of any
breach of the indemnitor's representation and warranty.

    25.4 Estoppel Certificate. Tenant shall, without charge, at any time and
from time to time, within ten (10) days after request therefor by Landlord,
Mortgagee, any purchaser of all or any portion of the Project or any other
interested person, execute, acknowledge and deliver to such requesting party a
written estoppel certificate certifying, as of the date of such estoppel
certificate, the following: (i) that this Lease is unmodified and in full force
and effect (or if modified, that the Lease is in full force and effect as
modified and setting forth such modifications); (ii) that the Term has commenced
(and setting forth the Commencement Date and Expiration Date); (iii) that Tenant
is presently occupying the Premises; (iv) the amounts of Basic Rent and
Additional Rent currently due and payable by Tenant; (v) that any Alterations
required by the Lease to have been made by Landlord have been made to the
satisfaction of Tenant; (vi) that there are no existing set-offs, charges,
liens, claims or defenses against the enforcement of any right hereunder,
including, without limitation, Basic Rent or Additional Rent (or, if alleged,
specifying the same in detail); (vii) that no Basic Rent (except the first
installment thereof) has been paid more than thirty (30) days in advance of its
due date; (viii) that Tenant has no knowledge of any then uncured default by
Landlord of its obligations under this Lease (or, if Tenant has such knowledge,
specifying the same in detail); (ix) that Tenant is not in default; (x) that the
address to which notices to Tenant should be sent is as set forth in the Lease
(or, if not, specifying the correct address); and (xi) any other certifications
requested by Landlord.

    25.5 Waiver of Jury Trial. LANDLORD AND TENANT EACH WAIVE TRIAL BY JURY IN
CONNECTION WITH PROCEEDINGS OR COUNTERCLAIMS BROUGHT BY EITHER OF THE PARTIES
AGAINST THE OTHER WITH RESPECT TO ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY
WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER
OR TENANT'S USE OR OCCUPANCY OF THE PREMISES.

    25.6 Notices. All notices or other communications hereunder shall be in
writing and shall be deemed duly given if addressed and delivered to the
respective parties' addresses, as set forth in ARTICLE I: (i) in person; (ii) by
Federal Express or similar overnight carrier service; or (iii) mailed by
certified or registered mail, return receipt requested, postage prepaid. Such
notices shall be deemed received upon the earlier of receipt or, if mailed by
certified or registered mail, three (3) days after such mailing. Landlord and
Tenant may from time to time by written notice to the other designate another
address for receipt of future notices.

    25.7 Invalidity of Particular Provisions. If any provisions of this Lease or
the application thereof to any person or circumstances shall to any extent be
invalid or unenforceable, the remainder of this Lease, or the application of
such provision to persons or circumstances other than those to which it is
invalid or unenforceable, shall not be affected thereby, and each provision of
this Lease shall be valid and be enforced to the full extent permitted by law.

    25.8 Gender and Number. All terms and words used in this Lease, regardless
of the number or gender in which they are used, shall be deemed to include any
other number or gender as the context may require.



                                      -32-
   36

    25.9 Benefit and Burden. Subject to the provisions of ARTICLE X and except
as otherwise expressly provided, the provisions of this Lease shall be binding
upon, and shall inure to the benefit of, the parties hereto and each of their
respective representatives, heirs, successors and assigns. Landlord may freely
and fully assign its interest hereunder.

    25.10 Entire Agreement. This Lease (which includes the Exhibits attached
hereto) contains and embodies the entire agreement of the parties hereto, and no
representations, inducements or agreements, oral or otherwise, between the
parties not contained in this Lease shall be of any force or effect. This Lease
(other than the Rules and Regulations, which may be changed from time to time as
provided herein) may not be modified, changed or terminated in whole or in part
in any manner other than by an agreement in writing duly signed by Landlord and
Tenant.

    25.11  Authority.

         (a) Tenant hereby represents and warrants that Tenant is a duly formed
and validly existing corporation, in good standing, qualified to do business in
the district in which the Project is located, that the corporation has full
power and authority to enter into this Lease and that the person executing this
Lease on behalf of Tenant is authorized to do so by the corporation. Tenant
further agrees that it shall provide Landlord with a secretary's certificate
from the secretary of said corporation certifying as to the above in the form of
EXHIBIT D attached hereto and made a part hereof.

         (b) Landlord hereby represents and warrants that Landlord is a duly
formed, validly existing partnership qualified to do business in the applicable
state, that the partnership has full power and authority to enter into this
Lease, and that the entities executing this Lease on behalf of the partnership
are authorized to do so.

    25.12 Attorneys' Fees. In any action or proceeding bought hereunder, the
prevailing party shall be entitled to collect all reasonable attorney's fees and
costs from the non-prevailing party.

    25.13 Interpretation. This Lease is governed by the laws of the state in
which the Project is located. Furthermore, this Lease shall not be construed
against either party more or less favorably by reason of authorship or origin of
language.

    25.14 Landlord's Consent. Wherever and whenever in this Lease Landlord's
consent or agreement is required, unless otherwise provided, Landlord may
withhold its consent for any reason whatsoever.

    25.15 No Personal Liability; Sale. Neither Landlord nor its Agents, whether
disclosed or undisclosed, shall have any personal liability under any provision
of this Lease. If Landlord defaults in the performance of any of its obligations
hereunder or otherwise, Tenant shall look solely to Landlord's equity, interest
and rights in the Building for satisfaction of Tenant's remedies on account
thereof. Landlord or any successor owner shall have the right to transfer and
assign to a third party, in whole or part, all of its rights and obligations
hereunder and in the Building and Land, and in such event, all liabilities and
obligations on the part of the original Landlord, or such successor owner, under
this Lease occurring thereafter shall terminate as of the day of such sale, and
thereupon all such liabilities and obligations shall be binding on the new
owner. Tenant agrees to attorn to such new owner. Any successor to Landlord's
interest shall not be bound by: (i) any payment of Basic Rent or Additional Rent
for more than one (1) month in advance, except for the payment of the first
installment of first year Basic Rent; or (ii) as to any Mortgagee or any
purchaser at foreclosure, any amendment or modification of this Lease made
without the consent of such Mortgagee.



                                      -33-
   37

    25.16 Time of the Essence. Time is of the essence as with respect to all
obligations contained in this Lease.

    25.17 Force Majeure. Landlord and Tenant (except with respect to the payment
of Rent) shall not be chargeable with, liable for, or responsible to the other
for anything or in any amount for any failure to perform or delay caused by:
fire; earthquake; explosion; flood; hurricane; the elements; acts of God or the
public enemy; actions, restrictions, governmental authorities (permitting or
inspection), governmental regulation of the sale of materials or supplies or the
transportation thereof; war; invasion; insurrection; rebellion; riots; strikes
or lockouts, inability to obtain necessary materials, goods, equipment,
services, utilities or labor; or any other cause whether similar or dissimilar
to the foregoing which is beyond the reasonable control of such party
(collectively, "Events of Force Majeure"); and any such failure or delay due to
said causes or any of them shall not be deemed to be a breach of or default in
the performance of this Lease.

    25.18 Headings. Captions and headings are for convenience of reference only.

    25.19 Memorandum of Lease. Tenant shall, at the request of Landlord, execute
and deliver a memorandum of lease in recordable form. Tenant shall not record
such a memorandum or this Lease without Landlord's consent. The party requesting
recordation of a memorandum of this Lease shall be obligated to pay all costs,
fees and taxes, if any, associated with such recordation.

    25.20 Intentionally Deleted.

    25.21 Financial Reports. Within thirty (30) days after Landlord's request,
Tenant will furnish Tenant's most recent financial statements (including any
notes to them) which Tenant has provided to the Securities and Exchange
Commission, together with other generally available, public financial
information on Tenant.

    25.22 Landlord's Fees. Whenever Tenant requests Landlord to take any action
or give any consent required or permitted under this Lease, Tenant will
reimburse Landlord for all of Landlord's actual out-of-pocket third party costs
incurred in reviewing the proposed action or consent, including, without
limitation, reasonable attorneys', engineers' or architects' fees, within ten
(10) days after Landlord's delivery to Tenant of a statement of such costs.
Tenant will be obligated to make such reimbursement without regard to whether
Landlord consents to any such proposed action.

    25.23 Intentionally Deleted

    25.24 Effectiveness. The furnishing of the form of this Lease shall not
constitute an offer and this Lease shall become effective upon and only upon its
execution by and delivery to each party hereto.

    25.25 Light, Air or View Rights. Any diminution or shutting off of light,
air or view by any structure which may be erected on lands adjacent to or in the
vicinity of the Building and Project shall not affect this Lease, abate any
payment owed by Tenant hereunder or otherwise impose any liability on Landlord.

    25.26 Special Damages. Under no circumstances whatsoever shall Landlord ever
be liable hereunder for consequential damages or special damages unless Landlord
engages in fraud.

    25.27 Remedies Cumulative. The remedies of Landlord hereunder shall be
deemed cumulative and no remedy of Landlord, whether exercised by Landlord or
not, shall be deemed to be in exclusion of any other.



                                      -34-
   38

    25.28 Independent Covenant. The obligation of Tenant to pay all Rent and
other sums hereunder provided to be paid by Tenant and the obligation of Tenant
to perform Tenant's other covenants and duties hereunder constitute independent,
unconditional obligations to be performed at all times provided for hereunder,
save and except only when an abatement thereof or reduction therein is
hereinabove expressly provided for and not otherwise. Tenant waives and
relinquishes all rights which Tenant might have to claim any nature of a
prejudgment lien against or withhold, or deduct from, or offset against any rent
and other sums provided hereunder to be paid Landlord by Tenant.

                                  ARTICLE XXVI
                              RIGHT OF FIRST OFFER

    26.1 General. If at any time within the Term any portion of all remaining
leaseable space located on the first and second floors of the Building
(collectively, the "Right of First Offering Space") becomes or Landlord receives
notice will become vacant and is not subject to a lease, option, right of
extension or an expansion right contained in any other lease heretofore granted,
Landlord shall so notify Tenant in writing. Tenant shall then have a period of
ten (10) days after receipt of such notice in which to elect either to lease all
of the Right of First Offering Space described in Landlord's notice or refuse to
lease the same ("Right of First Offering"). Failure of Tenant to respond shall
be deemed refusal to lease such Right of First Offering Space. This Right of
First Offering shall not apply to space which is currently vacant until such
currently vacant space is leased and subsequently becomes vacant and is subject
to the rights of existing tenants in any lease, option, right of extension
(heretofore or hereafter granted) or expansion right heretofore granted. In the
event Tenant refuses to lease such Right of First Offering Space, Tenant's Right
of First Offering with respect to all of the Right of First Offering Space shall
automatically cease and forever terminate. If Tenant elects to lease the Right
of First Offering Space, then Landlord and Tenant, within thirty (30) days after
Tenant delivers to Landlord notice of the exercise of such option, shall execute
an amendment to this Lease which shall (i) add the applicable Right of First
Offering Space to the Premises under this Lease; (ii) increase the annual Basic
Rent by an amount equal to the product of the then prevailing annual Market Rate
(as determined in accordance with SECTION 26.2 below) multiplied by the total
number of Rentable Square Feet in the applicable Right of First Offering Space;
and (iii) increase Tenant's Proportionate Share in direct proportion to the
increase of Rentable Square Footage in the Premises as a result of said
amendment. Except as otherwise specifically indicated in this ARTICLE XXVI, all
of the terms and conditions contained in this Lease shall apply to the Right of
First Offering Space; provided, however, no improvement allowances shall be
provided to Tenant. The commencement date for any Right of First Offering Space
shall be thirty (30) days after the later of (i) notice of Tenant's election to
lease said Right of First Offering Space or (ii) vacation of such Right of First
Offering Space by the previous tenant; provided, however in the event Tenant
actually occupies the Right of First Offering Space prior to such date for the
conduct of its business, the commencement date shall be the earlier date upon
which such space is occupied. In the event Tenant exercises any Right of First
Offering, the Term with respect to such Right of First Offering Space shall be
coterminous with the current remaining Term with respect to the Premises as may
be extended.

    26.2 Market Rate. As used herein "Market Rate" shall mean the then
prevailing market rate for full service base rent (and with any charges for
parking only to the extent parking charges are then levied in market leases,
which parking charges shall be included within the determination of Market Rate
herein) for tenants of comparable quality for leases in buildings of comparable
size, use and location in the Hartford, Connecticut Area, taking into
consideration the extent of the availability of space as large as the Premises
in the marketplace and all other economic terms then customarily prevailing in
such leases in said marketplace.

    26.3 Condition of Premises. Tenant shall accept any Right of First Offering
Space in "as is" condition as of the date of any election to lease such space
hereunder.



                                      -35-
   39

    26.4 Conditions Precedent. Tenant's Right of First Offering is expressly
subject to the following conditions precedent: (i) this Lease is in full force
and effect; (ii) no material, adverse change in Tenant's financial condition has
occurred, and (iii) no Event of Default shall exist or would exist but for the
pendency of any cure periods provided for in SECTION 21.1 herein, either at the
time of giving written notice of Tenant's election to Landlord or at the time
possession of any such space is delivered to Tenant.

    26.5 Holdover. Landlord shall not be liable for the failure to give
possession of any Right of First Offering space to Tenant by reason of the
unauthorized holding over or retention of possession by any other tenant or
occupant thereof, nor shall such failure impair the validity of this Lease nor
extend the Term thereof.

    26.6 Termination of Right of First Offering. This Right of First Offering
shall terminate on the first to occur of (i) Tenant's subleasing or assignment
of more than one-third of the Premises, or (ii) two (2) Lease Years prior to the
expiration of the Term unless Tenant delivers to Landlord a Renewal Notice and
renews the Lease in accordance with ARTICLE XXVII, in which event such Right of
First Offering shall terminate two (2) Lease Years prior to the expiration of
the Term, as extended.

    26.7 Personal Right. This Right of First Offering is personal with respect
to Raytel Medical Corporation. Any assignment or subletting , other than as
permitted by SECTION 10.5, shall automatically terminate this ARTICLE XXVI in
all respects.

                                  ARTICLE XXVII
                                 OPTION TO RENEW

    27.1 Grant of Option and General Terms. Provided that (i) no material
adverse change has occurred in Tenant's financial condition; (ii) this Lease is
in full force and effect, and (iii) no Event of Default shall exist under this
Lease, or would exist but for the pendency of any cure periods provided under
SECTION 21.1, either on the date Tenant exercises its Renewal Option (as
hereinafter defined) or as of the effective date of the Renewal Term (as
hereinafter defined), Tenant shall have the option to extend the term of this
Lease for one (1) additional period (the "Renewal Option") of five (5) years
(the "Renewal Term"). The Renewal Option shall be subject to all of the terms
and conditions contained in the Lease except that (i) the Renewal Rent (as
hereinafter defined) shall be as set forth below; (ii) Landlord shall have no
obligation to improve the Premises; and (iii) there shall be no further option
to extend the Term of the Lease beyond the Renewal Term.

    27.2 Renewal Rent. The Renewal Rent for the Renewal Term shall be an amount
equal to the prevailing Market Rate. As used herein "Market Rate" shall mean the
greater of the amount of Basic Rent and Additional Rent payable hereunder during
the last year of the initial Term (said amount to be payable for each year of
the Renewal Term) or the then prevailing market rate for full service base rent
(and with any charges for parking only to the extent parking changes are then
levied in market leases, which parking charges shall be included within the
determination of Market Rate herein) for tenants of comparable quality for
renewal leases in buildings of comparable size, use and location in the
Hartford, Connecticut Area, taking into consideration the extent of the
availability of space as large as the Premises in the marketplace and all other
economic terms then customarily prevailing in such renewal leases in said
marketplace.

    27.3 Determination of Market Rate. Tenant shall send Landlord a preliminary
expression of Tenant's willingness to renew this Lease no earlier than eighteen
(18) months or later than twelve (12) months prior to the expiration of the
initial Term of this Lease ("Renewal Notice"). Tenant and Landlord shall
negotiate in good faith to determine and mutually agree upon the Market Rate for
the Renewal Term. If Landlord



                                      -36-
   40

and Tenant are unable to agree upon the Market Rate for the Renewal Term, on or
before nine (9) months prior to the expiration of the executed by both Landlord
and Tenant, then within five (5) days after the last day of the Negotiation
Period, Tenant may, by written notice to Landlord (the "Notice of Exercise"),
irrevocably elect to exercise such Renewal Option, Tenant shall send the Notice
of Exercise to Landlord stating (i) that Tenant is irrevocable exercising its
right to extend the Term pursuant to ARTICLE XXVII; and (ii) Landlord and Tenant
shall be irrevocably bound by the determination of Market Rate set forth
hereinafter in this SECTION 27.3, and if applicable, SECTION 27.4. If Tenant
shall fail to deliver the Notice of Exercise on or before five (5) days after
the last day of the Negotiation Period, then Tenant shall have waived any right
to exercise the Renewal Option. In the event any date referenced in this SECTION
27.3 falls on a day other than a business day, such date shall be deemed to be
the next following business day.

    In the event Tenant timely delivers the Notice of Exercise to Landlord,
Landlord and Tenant shall each simultaneously present to the other party their
final determinations of the Market Rate for the Renewal Term (the "Final
Offers') within ten (10) days after the last day of the Negotiation Period. If
either party fails to timely deliver a Final Offer, then Market Rate shall equal
the other party's Final Offer. If the Market Rate as determined by the lower of
the two (2) proposed Final Offers is not more than ten percent (10%) below the
higher, then the Market Rate shall be determined by averaging the two (2) Final
Offers.

    If the difference between the lower of the two (2) proposed Final Offers is
more than ten percent (10%) below the higher, then the Market Rate shall be
determined by Baseball Arbitration (as hereinafter defined) in accordance with
the procedure set forth in SECTION 27.4.

    27.4 Baseball Arbitration. For all purposes of this Lease, Baseball
Arbitration shall follow the following procedures:

         (a) Within twenty (20) days after Landlord's receipt of Tenant's Notice
of Exercise, Tenant and Landlord shall each select an arbitrator (Tenant's
Arbitrator" and "Landlord's Arbitrator", respectively) who shall be a qualified
and impartial person licensed in the State of Connecticut as MAI appraiser with
at least five (5) years of experience in appraising the type of matters for
which they are called on to appraise hereunder in the Hartford, Connecticut
Area.

         (b) Landlord's Arbitrator and Tenant's Arbitrator shall name a third
arbitrator, similarly qualified, within ten (10) days after the appointment of
Landlord's Arbitrator and Tenant's Arbitrator.

         (c) Said third arbitrator shall, after due consideration of the factors
to be taken into account under the definition of Market Rate set forth in
SECTION 27.2 and hearing whatever evidence the arbitrator deems appropriate from
Landlord, Tenant and others, and obtaining any other information the arbitrator
deems necessary in good faith, make its own determination of the Market Rate for
the Premises as of the commencement of the Renewal Term (the "Arbitrator's
Initial Determination") and thereafter select either Landlord's Final Offer or
the Tenant's Final Offer, but no other, whichever is closest to the Arbitrator's
Initial Determination (the "Final Determination"), such determination to be made
within thirty (30) days and the market information upon which determinations are
based shall be in writing and counterparts thereof shall be delivered to
Landlord and Tenant within said thirty (30) day period. The arbitrator shall
have no right or ability to determine the Market Rate in any other manner. The
Final Determination shall be binding upon the parties hereto.

         (d) The costs and fees of the third arbitrator shall be paid by
Landlord if the Final Determination shall be Tenant's Final Offer or by Tenant
if the Final Determination shall be Landlord's Final Offer.



                                      -37-
   41

         (e) If Tenant fails to appoint Tenant's Arbitrator in the manner and
within the time specified in SECTION 27.4, then the Market Rate for the Renewal
Term shall be the Market Rate contained in the Landlord's Final Offer. If
Landlord fails to appoint Landlord's Arbitrator in the manner and within the
time specified in SECTION 27.4 then the Market Rate for the Renewal Term shall
be the Market Rate contained in the Tenant's Final Offer. If Tenant's Arbitrator
and Landlord's Arbitrator fail to appoint the third arbitrator within the time
and in the manner prescribed in SECTION 27.4, then Landlord and Tenant shall
jointly and promptly apply to the local office of the American Arbitration
Association for the appointment of the third arbitrator.

    27.5 Personal Option. This Renewal Option is personal with respect to Raytel
Medical Corporation. Any assignment or subletting , other than as permitted by
SECTION 10.5, shall automatically terminate this ARTICLE XXVII in all respects.



                                      -38-
   42

    IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
Date of Lease.

                                             LANDLORD:

                                             USGC JOINT VENTURE
                                             By: USAA Real Estate Company
ATTEST/WITNESS:                              Its Partner

/s/ PAULA MORTENSON                          By: /s/ T. PATRICK DUNCAN
- - - - - - - - - - -----------------------------------             --------------------------------

Name: PAULA MORTENSON                        Name: T. PATRICK DUNCAN
     ------------------------------               ------------------------------

                                             Title: Senior Vice President
                                                   -----------------------------


                                             By: Griffin Land & Nurseries, Inc.
                                             Its Partner

/s/ THOMAS H. HALLIGAN                       By:  /s/ MARTHA COLLIER
- - - - - - - - - - -----------------------------------             --------------------------------

Name: Thomas H. Halligan                     Name: MARTHA COLLIER
     ------------------------------               ------------------------------

                                             Title: Sr. V.P.
                                                   -----------------------------


                                             TENANT:
ATTEST/WITNESS:                              RAYTEL MEDICAL CORPORATION

/s/ GEOFFREY KIRKHAM                         By: /s/ JOHN F. LAWLER, JR.
- - - - - - - - - - -----------------------------------             --------------------------------

Name: Geoffrey Kirkham                       Name: JOHN F. LAWLER, JR.
     ------------------------------               ------------------------------

                                             Title: CFO
                                                   -----------------------------



                                      -39-

EX-10.60

   1
                                                                   EXHIBIT 10.60



                       KEY MANAGEMENT RETENTION AGREEMENT

THIS KEY MANAGEMENT RETENTION AGREEMENT (the "Agreement"), dated September 1,
1999 (the "Effective Date"), is made and entered into by and between RAYTEL
MEDICAL CORPORATION, a Delaware corporation (the "Company"), and Swapan Sen (the
"Key Executive").


                                    RECITALS

        A. The Company desires to continue the employment of the Key Executive
as its Senior Vice President and as the Senior Vice President of Raytel Imaging
Holdings, Inc., a Delaware corporation ("RIH") on the same terms and conditions
under which the Key Executive is now employed pursuant to a written employment
agreement dated as of March 1, 1998, and the Key Executive desires to accept
such continued employment.

        B. The employment of the Key Executive by the Company is supplemented
pursuant to this Agreement, which provides for a retention and severance
arrangement in the event there is a change of control transaction (as that term
is defined in Paragraph 1.2, herein); and

        C. The Company and the Key Executive hereby enter into this Agreement
setting forth each and all of the terms and conditions of the retention and
severance arrangement.

        NOW THEREFORE, in consideration of the premises and the agreements,
representations and warranties, contained in this Agreement, the Company and the
Key Executive hereby agree as follows:


                                    AGREEMENT

        1.     Retention and Severance Arrangement.

               1.1 Retention Bonuses. Provided that the conditions set forth in
Paragraph 1.3 are fulfilled, then in the event the Company enters into and
consummates a Change of Control Transaction (as defined in Paragraph 1.2 below),
the Key Executive shall be entitled to receive a cash bonus (the "Retention
Bonus") in the amount of Three Hundred Fifty Thousand and no/100 Dollars
($350,000.00), payable promptly upon the fulfillment of the conditions set forth
in Paragraph 1.3, herein. The Retention Bonus shall be paid by the acquiring
company to the Key Executive but not out of the sales proceeds payable to the
Company or its selling stockholders.



                                      -1-
   2

                      (i) The Key Employee may elect to reduce the amount of the
               Retention Bonus by an amount that will reduce or eliminate any
               excise tax calculated pursuant to Internal Revenue Code Section
               280G.

                      (ii) The election to reduce the Retention Bonus must be
               made in a timely fashion in order to satisfy the requirements of
               Internal Revenue Code Section 280G.

               1.2 Change of Control Defined. For purposes of this Agreement,
        and at any time during the term hereof, the term Change of Control shall
        mean any of the following occurrences:

                      (i) An acquisition (other than directly from the Company)
               of any voting securities of the Company (the "Voting Securities")
               by any "Person" (as the term person is used for purposes of
               Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act") immediately after which such Person
               has "Beneficial Ownership" (within the meaning of Rule 13d-3
               promulgated under the Exchange Act) of sixty-seven percent
               (67.0%) or more of the combined voting power of the Company's
               then outstanding Voting Securities;

                      (ii) Approval by the board of directors or, if required
               due to the magnitude and materiality of the transaction, by the
               shareholders of the Company of: (1) a merger, consolidation or
               reorganization involving the Company; (2) a complete liquidation
               or dissolution of the Company; or (3) an agreement for the sale
               or other disposition of all or substantially all (as defined
               herein below) of the assets of the Company to any Person; or

                      (iii) Approval by the board of directors or, if required
               due to the magnitude and materiality of the transaction, by the
               shareholders of the Company, of the sale of either the stock or
               substantially all (as defined herein below) of the assets of RIH,
               a subsidiary of the Company (hereinafter the "Business Unit").

                      (iv) For purposes of this Agreement the term
               "substantially all" shall include but not be limited to any
               disposition of a Business Unit or series of dispositions of
               Business Units or other assets that collectively generated at
               least sixty-seven percent (67.0%) of the Business Unit's revenues
               or profits (as measured by the Business Unit's June 30, 1999
               financial statements, a copy of which are attached hereto as
               Exhibit 1.2.



                                      -2-
   3

               1.3 Conditions for Receipt of the Retention Bonus. In order to
receive the Retention Bonus set forth in Paragraph 1.1, above, the following
conditions must be met in their entirety:

                      (a) The Key Executive must be continuously employed by the
               Company through the closing of the Change of Control Transaction;
               and

                      (b) The Key Executive must continue to be continuously
               employed by the Company, RIH, the acquiring company or another
               affiliate of the acquiring company during the six-month period
               following the closing of the Change of Control Transaction,
               unless the failure to be so employed is a result of (i) his
               involuntary termination by the Company other than for cause, or
               (ii) his voluntary termination following a constructive
               termination (i.e., demotion, reduction in responsibilities,
               forced relocation or reduction in base salary).

               1.4 No Reduction. The Retention Bonus payable to the Key
Executive shall not be reduced in any amount by the severance payments paid to
such Key Executive under the terms of any Company policy regarding severance
benefits or his existing written employment agreement between the Key Executive
and the Company.

               1.5 Acceleration of Option Vesting. The option agreements between
the Company and the Key Executive shall be amended to provide that the vesting
of all outstanding options to purchase the Company's common stock shall be
accelerated so that such options will vest and become exercisable, in full, upon
the closing of the Change of Control Transaction.

               1.6 Annual Bonus. The Retention Bonus is not intended to replace
the Company's existing annual incentive bonus program, which shall continue to
be administered in accordance with the Company's existing policies.

               1.7 Not an Employment Agreement. This Key Management Retention
Agreement is not an employment agreement and is in addition to, and not in
substitution for, any rights that the Key Executive may have under an existing
employment agreement, if any.

               1.8 Term. The term of this Agreement shall be twelve (12)
calendar months from the Effective Date of this Agreement.

        2.     General.

               2.1 Successors and Assigns. The provisions of this Agreement
shall inure to the benefit of and be binding upon the Company, the Key Executive
and each



                                      -3-
   4

and all of their respective heirs, legal representatives, successors and
assigns. The duties, responsibilities and obligations of the Key Executive under
this Agreement shall be personal and not assignable or delegable by the Key
Executive in any manner whatsoever to any person, corporation, partnerships,
firm, company, joint venture or other entity. The Key Executive may not assign,
transfer, convey, mortgage, pledge or in any other manner encumber the
compensation or other benefits to be received by him or any rights which he may
have pursuant to the terms and provisions of this Agreement. Notwithstanding the
foregoing, the Company covenants and agrees to require that any successor to the
Company and any person acquiring the Company's shares through a Change of
Control shall agree to honor the obligation of the Company under this Agreement.
Furthermore, the Company will insure such safeguards as would be reasonably
expected to insure compliance with the aforementioned obligation.

               2.2 Waiver. No waiver of any breach of any warranty,
representation, agreement, promise, covenant, paragraph, term or provision of
this Agreement shall be deemed to be a waiver of any proceeding or succeeding
breach of the same or any other warranty, representation, agreement, promise,
covenant, paragraph, term and/or provision of this Agreement. No extension of
the time for the performance of any obligation or other act required or
permitted by this Agreement shall be deemed to be an extension of the time of
the performance of any other obligation or any other act required or permitted
by this Agreement.

               2.3 Sole and Entire Agreement. This Agreement, and the other
agreements referred to herein, including the Company's benefit plans, are the
sole, complete and entire contract, agreement and understanding between the
Company and the Key Executive concerning the Retention Bonus. Except as
otherwise provided herein, the Agreement supersedes any and all prior contracts,
agreements, plans, agreements in principle, correspondence, letters of intent,
understandings, and negotiations, whether oral or written, concerning the
Retention Bonus.

               2.4 Amendments. No amendment, modification, waiver, or consent
relating to this Agreement will be effective unless and until it is embodied in
a written document signed by the Company and by the Key Executive.

               2.5 Originals. The Agreement may be executed by the Company and
by the Key Executive in counterparts, each of which shall be deemed an original
and which together shall constitute one instrument.

               2.6 Headings. Each and all of the headings contained in this
Agreement are for reference purposes only and shall not in any manner whatsoever
affect the construction or interpretation of this Agreement or be deemed a part
of this Agreement for any purpose whatsoever.



                                      -4-
   5

               2.7 Savings Provision. To the extent that any provisions of this
Agreement or any Paragraph, term, provision, sentence, phrase, clause or word of
this Agreement shall be found to be illegal or unenforceable for any reason,
such Paragraph, term, provision, sentence, phrase, clause or word shall be
modified or deleted in such a manner as to make this Agreement, as so modified,
legal and enforceable under applicable laws. The remainder of this Agreement
shall continue in full force and effect.

               2.8 Applicable Law. This Agreement and each and every provision
of this Agreement shall be interpreted solely pursuant to the internal laws of
the State of California without regard to any conflicts of law principles
thereof.

               2.9 Construction. The language of this Agreement and of each and
every paragraph, term and provisions of this Agreement shall, in all cases, for
any and all purposes, and in any and all circumstances whatsoever be construed
as a whole, according to its fair meaning, not strictly for or against the Key
Executive or the Company, and with no regard whatsoever to the identity or
status of any person or persons who drafted all or any portion of this
Agreement.

               2.10 Notices. Any notices to be given pursuant to this Agreement
by either party to the other party may be effected by personal delivery or by
registered or certified mail, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addresses stated below,
but each party may change its or his address by written notice to the other in
accordance with this Paragraph 2.10. Notices delivered personally shall be
deemed received on the date of delivery. Notices delivered by mail shall be
deemed received on the third business day after the mailing thereof.

        Mailed notices to the Key Executive shall be addressed as follows:

               Swapan Sen

               63 BUNNING DRIVE VOORHEES, N.J. 08043


        Mailed notices to the Company shall be addressed as follows:

               Raytel Medical Corporation
               2755 Campus Drive, Suite 200
               San Mateo, California 94403-2515
               Attention:  Chief Executive Officer

               2.11 Arbitration. Except as otherwise expressly provided in this
Agreement, any and all controversies, disputes and/or claims in any manner
arising out



                                      -5-
   6

of or relating to this Agreement shall be settled solely be arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association. Such arbitration proceeding shall take place in the state and
county of the Company's office where the Key Executive is based. Judgment on any
decision rendered by the arbitrator may be entered in any court having
jurisdiction thereof. Each party shall bear its own attorney's fees and expenses
and other costs in any arbitration proceeding. All administrative fees and the
fee of the arbitrator shall be borne by the parties equally. Except as otherwise
expressly provided in this Agreement, the arbitration provisions set forth above
in this Paragraph 2.11 are intended by the Key Executive and by the Company to
be absolutely exclusive for all purposes whatsoever, and applicable to each and
every controversy, dispute and/or claim in any manner arising out o f or
relating to this Agreement, the meaning, application and/or interpretation of
this Agreement, any breach or claimed breach thereof and/or any voluntary or
involuntary termination of this Agreement with or without cause, including,
without limitation, any such controversy, dispute and/or claim which, if pursued
through any state or federal court or administrative agency, would arise at law,
in equity and/or pursuant to statutory, regulatory and/or common law rules,
regardless of whether such dispute, controversy and/or claim would arise in
and/or from contract, tort or any other legal and/or equitable theory or basis.
Notwithstanding anything to the contrary contained in this Paragraph 2.11, the
Company shall at all times have and retain the full, complete and unrestricted
right to immediate and permanent injunctive and other relief.

        IN WITNESS THEREOF, the Company and the Key Executive have each duly
executed this Agreement as of the date first set forth above.


RAYTEL MEDICAL CORPORATION                  KEY EXECUTIVE



By:  /s/ RICHARD F. BADER                    /s/ SWAPAN SEN
     ------------------------------          -----------------------------------
     Richard F. Bader                                  Swapan Sen
Its: Chairman and Chief Executive Officer



                                      -6-

EX-10.61

   1
                                                                   EXHIBIT 10.61



                       KEY MANAGEMENT RETENTION AGREEMENT


THIS KEY MANAGEMENT RETENTION AGREEMENT (the "Agreement"), dated September 1,
1999 (the "Effective Date"), is made and entered into by and between RAYTEL
MEDICAL CORPORATION, a Delaware corporation (the "Company"), and David E.
Wertheimer, M.D. (the "Key Executive").


                                    RECITALS

        A. The Company desires to continue the employment of the Key Executive
as its Senior Vice President and as the President of The Heart Institute of Port
St. Lucie, Inc., a Delaware corporation, doing business as Heart and Family
Health Institute ("HFHI") on the same terms and conditions under which the Key
Executive is now employed, and the Key Executive desires to accept such
continued employment.

        B. The employment of the Key Executive by the Company is supplemented
pursuant to this Agreement, which provides for a retention and severance
arrangement in the event there is a change of control transaction (as that term
is defined in Paragraph 1.2, herein); and

        C. The Company and the Key Executive hereby enter into this Agreement
setting forth each and all of the terms and conditions of the retention and
severance arrangement.

        NOW THEREFORE, in consideration of the premises and the agreements,
representations and warranties, contained in this Agreement, the Company and the
Key Executive hereby agree as follows:


                                    AGREEMENT

        1.     Retention and Severance Arrangement.

               1.1 Retention Bonuses. Provided that the conditions set forth in
Paragraph 1.3 are fulfilled, then in the event the Company enters into and
consummates a Change of Control Transaction (as defined in Paragraph 1.2 below),
the Key Executive shall be entitled to receive a cash bonus (the "Retention
Bonus") in the amount of Three Hundred Fifty Thousand and no/100 Dollars
($350,000.00), payable promptly upon the fulfillment of the conditions set forth
in Paragraph 1.3, herein. The Retention Bonus shall be paid by the acquiring
company to the Key



                                      -1-
   2

Employee but not out of the sales proceeds payable to the Company, HFHI or its
selling stockholders.


               1.2 Change of Control Defined. For purposes of this Agreement,
        and at any time during the term hereof, the term Change of Control shall
        mean any of the following occurrences:

                      (i) An acquisition (other than directly from the Company)
               of any voting securities of the Company (the "Voting Securities")
               by any "Person" (as the term person is used for purposes of
               Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act") immediately after which such Person
               has "Beneficial Ownership" (within the meaning of Rule 13d-3
               promulgated under the Exchange Act) of sixty-seven percent
               (67.0%) or more of the combined voting power of the Company's
               then outstanding Voting Securities;

                      (ii) Approval by the board of directors or, if required
               due to the magnitude and materiality of the transaction, by the
               shareholders of the Company of: (1) a merger, consolidation or
               reorganization involving the Company; (2) a complete liquidation
               or dissolution of the Company; or (3) an agreement for the sale
               or other disposition of all or substantially all (as defined
               herein below) of the assets of the Company to any Person; or

                      (iii) Approval by the board of directors or, if required
               due to the magnitude and materiality of the transaction, by the
               shareholders of the Company, of the sale of either the stock or
               substantially all (as defined herein below) of the assets of The
               Heart Institute of Port St. Lucie, Inc., a subsidiary of the
               Company (hereinafter the "Business Unit").

                      (iv) For purposes of this Agreement the term
               "substantially all" shall include but not be limited to any
               disposition of a Business Unit or series of dispositions of
               Business Units or other assets that collectively generated at
               least sixty-seven percent (67.0%) of the Business Unit's revenues
               or profits (as measured by the Business Unit's June 30, 1999
               financial statements, a copy of which are attached hereto as
               Exhibit 1.2.

               1.3 Conditions for Receipt of the Retention Bonus. In order to
receive the Retention Bonus set forth in Paragraph 1.1, above, the following
conditions must be met in their entirety:



                                      -2-
   3

                      (a) The Key Executive must be continuously employed by the
               Company through the closing of the Change of Control Transaction;
               and

                      (b) The Key Executive must continue to be continuously
               employed by the Company, The Heart Institute of Port St. Lucie,
               the acquiring company or another affiliate of the acquiring
               company during the six-month period following the closing of the
               Change of Control Transaction, unless the failure to be so
               employed is a result of (i) his involuntary termination by the
               Company other than for cause, or (ii) his voluntary termination
               following a constructive termination (i.e., demotion, reduction
               in responsibilities, forced relocation or reduction in base
               salary).

               1.4 Reduction. The Retention Bonus payable to the Key Executive
shall be reduced in an amount equal to any severance payments paid to such Key
Executive under the terms of any Company policy regarding severance benefits or
any existing employment agreement between the Key Executive and the Company.

               1.5 Acceleration of Option Vesting. The option agreements between
the Company and the Key Executive shall be amended to provide that the vesting
of all outstanding options to purchase the Company's common stock shall be
accelerated so that such options will vest and become exercisable, in full, upon
the closing of the Change of Control Transaction.

               1.6 Annual Bonus. The Retention Bonus is not intended to replace
the Company's existing annual incentive bonus program, which shall continue to
be administered in accordance with the Company's existing policies.

               1.7 Not an Employment Agreement. This Key Management Retention
Agreement is not an employment agreement and is in addition to, and not in
substitution for, any rights that the Key Executive may have under an existing
employment agreement, if any.

               1.8 Term. The term of this Agreement shall be twelve (12)
calendar months from the Effective Date of this Agreement.

        2.     General.

               2.1 Successors and Assigns. The provisions of this Agreement
shall inure to the benefit of and be binding upon the Company, the Key Executive
and each and all of their respective heirs, legal representatives, successors
and assigns. The duties, responsibilities and obligations of the Key Executive
under this Agreement



                                      -3-
   4

shall be personal and not assignable or delegable by the Key Executive in any
manner whatsoever to any person, corporation, partnerships, firm, company, joint
venture or other entity. The Key Executive may not assign, transfer, convey,
mortgage, pledge or in any other manner encumber the compensation or other
benefits to be received by him or any rights which he may have pursuant to the
terms and provisions of this Agreement. Notwithstanding the foregoing, the
Company covenants and agrees to require that any successor to the Company and
any person acquiring the Company's shares through a Change of Control shall
agree to honor the obligation of the Company under this Agreement. Furthermore,
the Company will insure such safeguards as would be reasonably expected to
insure compliance with the aforementioned obligation.

               2.2 Waiver. No waiver of any breach of any warranty,
representation, agreement, promise, covenant, paragraph, term or provision of
this Agreement shall be deemed to be a waiver of any proceeding or succeeding
breach of the same or any other warranty, representation, agreement, promise,
covenant, paragraph, term and/or provision of this Agreement. No extension of
the time for the performance of any obligation or other act required or
permitted by this Agreement shall be deemed to be an extension of the time of
the performance of any other obligation or any other act required or permitted
by this Agreement.

               2.3 Sole and Entire Agreement. This Agreement, and the other
agreements referred to herein, including the Company's benefit plans, are the
sole, complete and entire contract, agreement and understanding between the
Company and the Key Executive concerning the Retention Bonus. Except as
otherwise provided herein, the Agreement supersedes any and all prior contracts,
agreements, plans, agreements in principle, correspondence, letters of intent,
understandings, and negotiations, whether oral or written, concerning the
Retention Bonus.

               2.4 Amendments. No amendment, modification, waiver, or consent
relating to this Agreement will be effective unless and until it is embodied in
a written document signed by the Company and by the Key Executive.

               2.5 Originals. The Agreement may be executed by the Company and
by the Key Executive in counterparts, each of which shall be deemed an original
and which together shall constitute one instrument.

               2.6 Headings. Each and all of the headings contained in this
Agreement are for reference purposes only and shall not in any manner whatsoever
affect the construction or interpretation of this Agreement or be deemed a part
of this Agreement for any purpose whatsoever.



                                      -4-
   5

               2.7 Savings Provision. To the extent that any provisions of this
Agreement or any Paragraph, term, provision, sentence, phrase, clause or word of
this Agreement shall be found to be illegal or unenforceable for any reason,
such Paragraph, term, provision, sentence, phrase, clause or word shall be
modified or deleted in such a manner as to make this Agreement, as so modified,
legal and enforceable under applicable laws. The remainder of this Agreement
shall continue in full force and effect.

               2.8 Applicable Law. This Agreement and each and every provision
of this Agreement shall be interpreted solely pursuant to the internal laws of
the State of California without regard to any conflicts of law principles
thereof.

               2.9 Construction. The language of this Agreement and of each and
every paragraph, term and provisions of this Agreement shall, in all cases, for
any and all purposes, and in any and all circumstances whatsoever be construed
as a whole, according to its fair meaning, not strictly for or against the Key
Executive or the Company, and with no regard whatsoever to the identity or
status of any person or persons who drafted all or any portion of this
Agreement.

               2.10 Notices. Any notices to be given pursuant to this Agreement
by either party to the other party may be effected by personal delivery or by
registered or certified mail, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addresses stated below,
but each party may change its or his address by written notice to the other in
accordance with this Paragraph 2.10. Notices delivered personally shall be
deemed received on the date of delivery. Notices delivered by mail shall be
deemed received on the third business day after the mailing thereof.

        Mailed notices to the Key Executive shall be addressed as follows:

               David E. Wertheimer, M.D.

               -------------


        Mailed notices to the Company shall be addressed as follows:

               Raytel Medical Corporation
               2755 Campus Drive, Suite 200
               San Mateo, California 94403-2515
               Attention:  Chief Executive Officer



                                      -5-
   6

               2.11 Arbitration. Except as otherwise expressly provided in this
Agreement, any and all controversies, disputes and/or claims in any manner
arising out of or relating to this Agreement shall be settled solely be
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. Such arbitration proceeding shall take place in the
state and county of the Company's office where the Key Executive is based.
Judgment on any decision rendered by the arbitrator may be entered in any court
having jurisdiction thereof. Each party shall bear its own attorney's fees and
expenses and other costs in any arbitration proceeding. All administrative fees
and the fee of the arbitrator shall be borne by the parties equally. Except as
otherwise expressly provided in this Agreement, the arbitration provisions set
forth above in this Paragraph 2.11 are intended by the Key Executive and by the
Company to be absolutely exclusive for all purposes whatsoever, and applicable
to each and every controversy, dispute and/or claim in any manner arising out o
f or relating to this Agreement, the meaning, application and/or interpretation
of this Agreement, any breach or claimed breach thereof and/or any voluntary or
involuntary termination of this Agreement with or without cause, including,
without limitation, any such controversy, dispute and/or claim which, if pursued
through any state or federal court or administrative agency, would arise at law,
in equity and/or pursuant to statutory, regulatory and/or common law rules,
regardless of whether such dispute, controversy and/or claim would arise in
and/or from contract, tort or any other legal and/or equitable theory or basis.
Notwithstanding anything to the contrary contained in this Paragraph 2.11, the
Company shall at all times have and retain the full, complete and unrestricted
right to immediate and permanent injunctive and other relief.

        IN WITNESS THEREOF, the Company and the Key Executive have each duly
executed this Agreement as of the date first set forth above.

RAYTEL MEDICAL CORPORATION                  KEY EXECUTIVE



By:  /s/ RICHARD F. BADER                    /s/ DAVID E. WERTHEIMER
   -------------------------------------     -----------------------------------
     Richard F. Bader                            David E. Wertheimer, M.D.
Its: Chairman and Chief Executive Officer



                                      -6-

EX-10.62

   1
                                                                   EXHIBIT 10.62



                       KEY MANAGEMENT RETENTION AGREEMENT


THIS KEY MANAGEMENT RETENTION AGREEMENT (the "Agreement"), dated September 1,
1999 (the "Effective Date"), is made and entered into by and between RAYTEL
MEDICAL CORPORATION, a Delaware corporation (the "Company"), and John Lawler
(the "Key Executive").


                                    RECITALS

        A. The Company desires to continue the employment of the Key Executive
as its Vice President and as the Vice President of Raytel Cardiac Services,
Inc., a Delaware corporation ("RCS") on the same terms and conditions under
which the Key Executive is now employed, and the Key Executive desires to accept
such continued employment.

        B. The employment of the Key Executive by the Company is supplemented
pursuant to this Agreement, which provides for a retention and severance
arrangement in the event there is a change of control transaction (as that term
is defined in Paragraph 1.2, herein); and

        C. The Company and the Key Executive hereby enter into this Agreement
setting forth each and all of the terms and conditions of the retention and
severance arrangement.

        NOW THEREFORE, in consideration of the premises and the agreements,
representations and warranties, contained in this Agreement, the Company and the
Key Executive hereby agree as follows:


                                    AGREEMENT

        1.     Retention and Severance Arrangement.

               1.1 Retention Bonuses. Provided that the conditions set forth in
Paragraph 1.3 are fulfilled, then in the event the Company enters into and
consummates a Change of Control Transaction (as defined in Paragraph 1.2 below),
the Key Executive shall be entitled to receive a cash bonus (the "Retention
Bonus") in the amount of One Hundred Fifty Thousand and no/100 Dollars
($150,000.00), payable promptly upon the fulfillment of the conditions set forth
in Paragraph 1.3, herein. The Retention Bonus shall be paid by the acquiring
company to the Key



                                      -1-
   2

Executive but not out of the sales proceeds payable to the Company or its
selling stockholders.

               1.2 Change of Control Defined. For purposes of this Agreement,
        and at any time during the term hereof, the term Change of Control shall
        mean any of the following occurrences:

                      (i) An acquisition (other than directly from the Company)
               of any voting securities of the Company (the "Voting Securities")
               by any "Person" (as the term person is used for purposes of
               Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act") immediately after which such Person
               has "Beneficial Ownership" (within the meaning of Rule 13d-3
               promulgated under the Exchange Act) of sixty-seven percent
               (67.0%) or more of the combined voting power of the Company's
               then outstanding Voting Securities; or

                      (ii) Approval by the board of directors or, if required
               due to the magnitude and materiality of the transaction, by the
               shareholders of the Company of: (1) a merger, consolidation or
               reorganization involving the Company; (2) a complete liquidation
               or dissolution of the Company; or (3) an agreement for the sale
               or other disposition of all of the assets of the Company to any
               Person.

               1.3 Conditions for Receipt of the Retention Bonus. In order to
receive the Retention Bonus set forth in Paragraph 1.1, above, the following
conditions must be met in their entirety:

                      (a) The Key Executive must be continuously employed by the
               Company through the closing of the Change of Control Transaction;
               and

                      (b) The Key Executive must continue to be continuously
               employed by the Company, Raytel Cardiac Services, Inc., the
               acquiring company or another affiliate of the acquiring company
               during the six-month period following the closing of the Change
               of Control Transaction, unless the failure to be so employed is a
               result of (i) his involuntary termination by the Company other
               than for cause, or (ii) his voluntary termination following a
               constructive termination (i.e., demotion, reduction in
               responsibilities, forced relocation or reduction in base salary).



                                      -2-
   3

               1.4 Reduction. The Retention Bonus payable to the Key Executive
shall be reduced in an amount equal to any severance payments paid to such Key
Executive under the terms of any Company policy regarding severance benefits or
any existing employment agreement between the Key Executive and the Company.

               1.5 Acceleration of Option Vesting. The option agreements between
the Company and the Key Executive shall be amended to provide that the vesting
of all outstanding options to purchase the Company's common stock shall be
accelerated so that such options will vest and become exercisable, in full, upon
the closing of the Change of Control Transaction.

               1.6 Annual Bonus. The Retention Bonus is not intended to replace
the Company's existing annual incentive bonus program, which shall continue to
be administered in accordance with the Company's existing policies.

               1.7 Not an Employment Agreement. This Key Management Retention
Agreement is not an employment agreement and is in addition to, and not in
substitution for, any rights that the Key Executive may have under an existing
employment agreement, if any.

               1.8 Term. The term of this Agreement shall be twelve (12)
calendar months from the Effective Date of this Agreement.

        2.     General.

               2.1 Successors and Assigns. The provisions of this Agreement
shall inure to the benefit of and be binding upon the Company, the Key Executive
and each and all of their respective heirs, legal representatives, successors
and assigns. The duties, responsibilities and obligations of the Key Executive
under this Agreement shall be personal and not assignable or delegable by the
Key Executive in any manner whatsoever to any person, corporation, partnerships,
firm, company, joint venture or other entity. The Key Executive may not assign,
transfer, convey, mortgage, pledge or in any other manner encumber the
compensation or other benefits to be received by him or any rights which he may
have pursuant to the terms and provisions of this Agreement. Notwithstanding the
foregoing, the Company covenants and agrees to require that any successor to the
Company and any person acquiring the Company's shares through a Change of
Control shall agree to honor the obligation of the Company under this Agreement.
Furthermore, the Company will insure such safeguards as would be reasonably
expected to insure compliance with the aforementioned obligation.

               2.2 Waiver. No waiver of any breach of any warranty,
representation, agreement, promise, covenant, paragraph, term or provision of
this



                                      -3-
   4

Agreement shall be deemed to be a waiver of any proceeding or succeeding breach
of the same or any other warranty, representation, agreement, promise, covenant,
paragraph, term and/or provision of this Agreement. No extension of the time for
the performance of any obligation or other act required or permitted by this
Agreement shall be deemed to be an extension of the time of the performance of
any other obligation or any other act required or permitted by this Agreement.

               2.3 Sole and Entire Agreement. This Agreement, and the other
agreements referred to herein, including the Company's benefit plans, are the
sole, complete and entire contract, agreement and understanding between the
Company and the Key Executive concerning the Retention Bonus. Except as
otherwise provided herein, the Agreement supersedes any and all prior contracts,
agreements, plans, agreements in principle, correspondence, letters of intent,
understandings, and negotiations, whether oral or written, concerning the
Retention Bonus.

               2.4 Amendments. No amendment, modification, waiver, or consent
relating to this Agreement will be effective unless and until it is embodied in
a written document signed by the Company and by the Key Executive.

               2.5 Originals. The Agreement may be executed by the Company and
by the Key Executive in counterparts, each of which shall be deemed an original
and which together shall constitute one instrument.

               2.6 Headings. Each and all of the headings contained in this
Agreement are for reference purposes only and shall not in any manner whatsoever
affect the construction or interpretation of this Agreement or be deemed a part
of this Agreement for any purpose whatsoever.

               2.7 Savings Provision. To the extent that any provisions of this
Agreement or any Paragraph, term, provision, sentence, phrase, clause or word of
this Agreement shall be found to be illegal or unenforceable for any reason,
such Paragraph, term, provision, sentence, phrase, clause or word shall be
modified or deleted in such a manner as to make this Agreement, as so modified,
legal and enforceable under applicable laws. The remainder of this Agreement
shall continue in full force and effect.

               2.8 Applicable Law. This Agreement and each and every provision
of this Agreement shall be interpreted solely pursuant to the internal laws of
the State of California without regard to any conflicts of law principles
thereof.

               2.9 Construction. The language of this Agreement and of each and
every paragraph, term and provisions of this Agreement shall, in all cases, for
any and all purposes, and in any and all circumstances whatsoever be construed
as a



                                      -4-
   5

whole, according to its fair meaning, not strictly for or against the Key
Executive or the Company, and with no regard whatsoever to the identity or
status of any person or persons who drafted all or any portion of this
Agreement.

               2.10 Notices. Any notices to be given pursuant to this Agreement
by either party to the other party may be effected by personal delivery or by
registered or certified mail, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addresses stated below,
but each party may change its or his address by written notice to the other in
accordance with this Paragraph 2.10. Notices delivered personally shall be
deemed received on the date of delivery. Notices delivered by mail shall be
deemed received on the third business day after the mailing thereof.

        Mailed notices to the Key Executive shall be addressed as follows:

               John Lawler

               -------------


        Mailed notices to the Company shall be addressed as follows:

               Raytel Medical Corporation
               2755 Campus Drive, Suite 200
               San Mateo, California 94403-2515
               Attention:  Chief Executive Officer

               2.11 Arbitration. Except as otherwise expressly provided in this
Agreement, any and all controversies, disputes and/or claims in any manner
arising out of or relating to this Agreement shall be settled solely be
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. Such arbitration proceeding shall take place in the
state and county of the Company's office where the Key Executive is based.
Judgment on any decision rendered by the arbitrator may be entered in any court
having jurisdiction thereof. Each party shall bear its own attorney's fees and
expenses and other costs in any arbitration proceeding. All administrative fees
and the fee of the arbitrator shall be borne by the parties equally. Except as
otherwise expressly provided in this Agreement, the arbitration provisions set
forth above in this Paragraph 2.11 are intended by the Key Executive and by the
Company to be absolutely exclusive for all purposes whatsoever, and applicable
to each and every controversy, dispute and/or claim in any manner arising out o
f or relating to this Agreement, the meaning, application and/or interpretation
of this Agreement, any breach or claimed breach thereof and/or any voluntary or
involuntary termination of this Agreement with or without cause,



                                      -5-
   6

including, without limitation, any such controversy, dispute and/or claim which,
if pursued through any state or federal court or administrative agency, would
arise at law, in equity and/or pursuant to statutory, regulatory and/or common
law rules, regardless of whether such dispute, controversy and/or claim would
arise in and/or from contract, tort or any other legal and/or equitable theory
or basis. Notwithstanding anything to the contrary contained in this Paragraph
2.11, the Company shall at all times have and retain the full, complete and
unrestricted right to immediate and permanent injunctive and other relief.

        IN WITNESS THEREOF, the Company and the Key Executive have each duly
executed this Agreement as of the date first set forth above.

RAYTEL MEDICAL CORPORATION                   KEY EXECUTIVE



By: /s/ RICHARD F. BADER                     /s/ JOHN LAWLER
   -------------------------------------     -----------------------------------
     Richard F. Bader                                  John Lawler
Its: Chairman and Chief Executive Officer



                                      -6-

EX-21.1

   1

                                                                    EXHIBIT 21.1
                           RAYTEL MEDICAL CORPORATION
                             Federal EIN: 94-2787342

                      For the year ended September 30, 1999



NAME & ADDRESS                                              FEDERAL EIN          TAX PD
                                                                           
Raytel Cardiac Services, Inc.                               06-1287427            9/98
7 Waterside Crossing
Windsor, CT 06095

Raytel Cardiovascular Labs, Inc.                            94-3210502            9/98
7 Waterside Crossing
Windsor, CT 06095

Raytel Imaging Holdings, Inc.                               06-1406441            9/98
7 Waterside Crossing
Windsor, CT 06095

Raytel Imaging Network, Inc.                                94-3210501            9/98
7 Waterside Crossing
Windsor, CT 06095

Raytel Medical Imaging, Inc.                                06-1332098            9/98
7 Waterside Crossing
Windsor, CT 06095

Raytel Management Holdings, Inc.                            94-3251759            9/98
2755 Campus Drive, Suite 200
San Mateo, CA 94403

Raytel Texas Physician Services, Inc.                       94-3249951            9/98
2755 Campus Drive, Suite 200
San Mateo, CA 94403

Raytel Granada Hills, Inc.                                  94-3221261            9/98
2755 Campus Drive, Suite 200
San Mateo, CA 94403

Raytel California Physician Services, Inc.                  94-3253644            9/98
2755 Campus Drive, Suite 200
San Mateo, CA 94403

Raytel Texas Heart Center Management Company, Inc.          94-3286082            9/98
2755 Campus Drive, Suite 200
San Mateo, CA 94403

CardioCare                                                  11-3145721            9/98
7 Waterside Crossing
Windsor, CT 06095

Cardiovascular Ventures Inc.                                65-0294084            9/98
7 Waterside Crossing
Windsor, CT 06095



                                       1
   2



NAME & ADDRESS                                              FEDERAL EIN          TAX PD
                                                                           
Cardiovascular Ventures of Alexandria, Inc.                 72-1325012            9/98
7 Waterside Crossing
Windsor, CT 06095

Cardiovascular Ventures of Central San Antonio, Inc.        75-0381834            9/98
7 Waterside Crossing
Windsor, CT 06095

Cardiovascular Ventures of East New Orleans, Inc.           72-1333975            9/98
7 Waterside Crossing
Windsor, CT 06095

Cardiovascular Ventures of Texas, Inc.                      65-0340398            9/98
7 Waterside Crossing
Windsor, CT 06095

Cardiovascular Ventures of Towson, Inc.                     72-1250526            9/98
7 Waterside Crossing
Windsor, CT 06095

Cardiovascular Ventures of West Houston, Inc.               72-1284493            9/98
7 Waterside Crossing
Windsor, CT 06095

Fort Worth Cardiac Laboratory, Inc.                         75-2341421            9/98
7 Waterside Crossing
Windsor, CT 06095

Cardiovascular Ventures of Texas II, Inc.                   74-2657210            9/98
7 Waterside Crossing
Windsor, CT 06095

Cardiovascular Centers of Port St. Lucie, Inc.              72-1235790            9/98
7 Waterside Crossing
Windsor, CT 06095

Cardiovascular Ventures of Cleveland, Inc.                  72-1333978            9/98
7 Waterside Crossing
Windsor, CT 06095

Heart Institute of Port St. Lucie                           59-2420810            9/98
7 Waterside Crossing
Windsor, CT 06095

Physician Partners of Port St. Lucie                        65-0627710            9/98
7 Waterside Crossing
Windsor, CT 06095

Raytel Heart Center of Harrisburg, LLC                      94-3303355            9/98
2755 Campus Drive, Suite 200
San Mateo, CA 94403

                                       2

EX-23.1

   1

                                                                    EXHIBIT 23.1
                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accounts, we hereby consent to the incorporation by
reference in this Form 10-K of our report dated November 12, 1999. It should be
noted that we have not audited any financial statements of the company
subsequent to September 30, 1999, or performed any audit procedures subsequent
to the date of our report.






Hartford, Connecticut                       /s/    Arthur Andersen LLP
December 21, 1999                           ------------------------------------

EX-27

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM RAYTEL
MEDICAL CORPORATION AND SUBSIDIARIES FINANCIAL STATEMENTS AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000

                             
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-START>                             OCT-01-1998
<PERIOD-END>                               SEP-30-1999
<CASH>                                           6,110
<SECURITIES>                                         0
<RECEIVABLES>                                   34,858
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                44,111
<PP&E>                                          47,664
<DEPRECIATION>                                  25,425
<TOTAL-ASSETS>                                 117,783
<CURRENT-LIABILITIES>                           15,512
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                             9
<OTHER-SE>                                      72,020
<TOTAL-LIABILITY-AND-EQUITY>                   117,783
<SALES>                                              0
<TOTAL-REVENUES>                               101,394
<CGS>                                                0
<TOTAL-COSTS>                                   90,013
<OTHER-EXPENSES>                                  (11)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,619
<INCOME-PRETAX>                                  8,773
<INCOME-TAX>                                     3,419
<INCOME-CONTINUING>                              5,354
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,354
<EPS-BASIC>                                     0.61
<EPS-DILUTED>                                     0.59

<F1>REPRESENTS NET RECEIVABLES
<F2>INCLUDED IN TOTAL COSTS