Trinity Medical Group Inc – ‘SB-2/A’ on 2/13/01 – EX-10.9

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Amendment No. 2 to Form SB-2                          75    361K 
 3: EX-10.10    Employment Agreement - Dr. James S. Namnath           10     50K 
 2: EX-10.9     Great Offices/American Office Centers Sublease        12     50K 
 4: EX-23.2     Consent                                                1      5K 

EX-10.9   —   Great Offices/American Office Centers Sublease
Exhibit Table of Contents

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GREAT OFFICES, INC./

 AMERICAN OFFICE CENTERS, L.L.C.

SUBLEASE

1.       PARTIES.                                                               

         1.1 This Sublease,  dated, for reference purposes only, 9-27-00 is made
by and between GREAT  OFFICES,  INC./American  Office  Centers,  L.L.C.  (herein
called   "Sublessor")   and  Trinity  Medical  Group  USA  Inc.  (herein  called
"Sublessee").                                                                   

2.       PREMISES.                                                              

         2.1  Sublessor  hereby  subleases to  Sublessee  and  Sublessee  hereby
subleases  from  Sublessor  for the  term,  at the  rental,  and upon all of the
conditions set forth herein, a portion of that certain real property situated in
the County of Orange,  State of  California,  commonly  known as Great  Offices,
Inc./American Office Centers, L.L.C. at Rancho Santa Margarita,  California, and
described  as  approximately  413 square  feet - Office #14 a&b,  as depicted on
Exhibit "A". Said real property is hereafter called the "Premises".             

3.       TERM.                                                                  

         3.1 Term. The term of this Sublease  shall be for 1 year  commencing on
12-1-00 and  terminating  on 11-30-01.  At that time,  lease term  automatically
converts lo month to month.  Once this lease converts to a month to month lease,
Sublessee may terminate  this Sublease upon sixty (60) days, 2 calendar  months,
written  notice which notice may not set forth an effective  date of termination
other than the last business day of a calendar month. If Sublessee subleases two
or more offices or space  (mini-suites = 2 offices  included),  Sublessee  shall
provide  not  less  than  ninety  (90)  days,  3  calendar  months,   notice  of
termination,  the date of termination to be effective on he last business day of
a calendar  month.  Sublessee shall vacate the Premises on the last business day
of the lease period.  All equipment  and  furnishings  shall be removed from the
Premises by 5:00 PM on the last business day of the lease period.               

         3.2 Delay In Commencement.  Notwithstanding  said Commencement Data, if
for any reason Sublessor cannot deliver  possession of the Premises to Sublessee
on said date,  Sublessor  shall not be subject to any  liability  therefor,  nor
shall such failure  affect the validity of this Sublease or the  obligations  of
Sublessee  hereunder or extend the term hereof, but in such case Sublessee shall
not be  obligated  to Pay rent until  Possession  of the Premises is tendered to
Sublessee.  If Sublessee  occupies the Premises prior to said Commencement Date,
such occupancy shall be subject to all provisions  hereof,  such occupancy shall
not advance the termination date and Sublessee shall pay rent for such period at
the initial monthly rates set forth below.                                      

4.       RENT                                                                   

         4.1  Sublessee  shall pay to Sublessor  as rent for the Premises  equal
monthly payments of $1800.00,  in advance, on the first day of each month of the
term hereof. Rent shall be made                                                 

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payable to Greet Offices,  Inc. / American Office Centers,  L.L.C.,  30021 Tomar
Street,  Suite 300 RSM,  CA 92688,  Attn:  Suite  Manager,  or such other  place
Sublessor  shall  designate in writing.  Sublessee  shall pay Sublessor upon the
execution  hereof  $1,800.00 as rent for the first whole or partial month.  Rent
for any period  during the term hereof which is for less than one month shall be
a prorated portion of the monthly  installment based on a thirty-day month. Rent
shall be  payable  in lawful  money of the  United  States to  Sublessor  at the
address  stated  herein or to such  other  persons  or at such  other  places as
Sublessor  may designate in writing.  Sublessee  shall pay a 6% or $50 late fee,
whichever is greater,  in the event rent is not received by Sublessor by the 3rd
day of the month  (See  Attachment  A),  and a 10% or $20  returned  check  fee,
whichever is greater, in the event Sublessee's check is returned for any reason,
both such sums as liquidated  damages to compensate  Sublessor for its costs and
expenses.  Acceptance  of any such sum shall not limit  Sublessor's  rights  and
remedies upon a default by Sublessee.  All discrepancies in Sublessee's  billing
must be directed to Sublessor's  corporate  offices in writing within 30 days of
Sublessee's  receipt of billing. It will be assumed that Sublessee is in receipt
of billing within two days after the invoice date.                              

         4.2 Sublessee  shall pay, as  additional  rent  hereunder,  Sublessee's
proportionate  share of the Building's  Operating  Costs in the manner set forth
herein.  The "Building's  Operating  Costs" shall include and be computed as set
forth in the Master  Lease.  Sublessee's  proportionate  share  equals a certain
percent of the  Building  Operating  Costs  charged to  Sublessor  by the Master
Lessor.  Sublessee shall pay its proportionate share of the Building's Operating
Costs monthly,  at the same time as rent,  based upon the most recent  statement
Sublessor  has  delivered to Sublessee  which shall be delivered to Sublessee at
least every 18 months,  or at approximately  the same time Sublessor  receives a
statement from the Master Lessor, or as a provision towards said operating costs
calculated  by  Sublessor  based on  historical  data for  building  of the same
standard.  Said statement shall be based upon the statement  Sublessor  receives
from the Master Lessor and is,  therefore,  subject to change as provided in the
Master Lease.  In the event the Master Lessor  assesses a surcharge to Sublessor
based  upon a  statement  which  did  not  correctly  estimate  actual  Building
Operating  Costs,  Sublessee shall  immediately pay Sublessor its  proportionate
share of the surcharge within ten (10) days of notice to Sublessee. In the event
the Master  Lessor  issues a credit to Sublessor  due to an  overpayment  of the
Building's  Operating  Costs,  Sublessor shall apply  Sublessee's  proportionate
share of such  credit to any sums  owing from  Sublessee  to  Sublessor  and any
remaining credit to future sums due from Sublessee under this Section 4.2.      

         Even if the term of this Sublease has expired and Sublessee has vacated
the Premises,  or this Sublease has terminated,  when the final determination is
made of the actual Building Operating Costs,  Sublessee shall immediately pay to
Sublessor the difference between  Sublessee's  proportionate share of the actual
Operating Costs and the amounts Sublessee has previously paid.                  

5.       SECURITY DEPOSIT                                                       

         5.1  Sublessee  shall  deposit with  Sublessor  upon  execution  hereof
$2,060.00  as security  for  Sublessee's  faithful  performance  of  Sublessee's
obligations  hereunder.  If  Sublessee  fails to pay rent or other  charges  due
hereunder, or otherwise defaults with respect to any provision of this Sublease,
Sublessor  may use,  apply or retain all or any portion of said  deposit        

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for the payment of any rent or other charge in default or for the payment of any
other sum to which  Sublessor  may  become  obligated  by reason of  Sublessee's
default,  or to compensate  Sublessor for any loss or damage which Sublessor may
suffer  thereby.  If  Sublessor  so uses or applies  all or any  portion of said
deposit.  Sublessee  shall within ten (10) days after written  demand  therefor,
deposit cash with  Sublessor in an amount  sufficient to restore said deposit to
the full amount herein above stated and Sublessee's  failure to do so shall be a
material  breach of this Sublease.  Sublessor shall not be required to keep said
deposit  separate  from its  general  accounts.  If  Sublessee  performs  all of
Sublessee's  obligations hereunder,  said deposit, or so much thereof as has not
theretofore  been applied by Sublessor,  shall be returned,  without  payment of
interest or other increment for its use to Sublessee (or at Sublessor's  option,
to the  last  assignee,  if  any,  of  Sublessee's  interest  hereunder)  at the
expiration of the term hereof, and after Sublessee has vacated the Premises.  No
trust  relationship  is created  herein  between  Sublessor and  Sublessee  with
respect to said Security Deposit.                                               

6.       USE.                                                                   

         6.1 Use.  The  Premises  shall be used and  occupied  only for  general
office  use.  Sublessee  will  complete  a "Tenant  Information  Sheet" for each
person(s) that will be occupying or using the Premises.                         

         6.2 Compliance  with Law.  Sublessee  shall,  at  Sublessee's  expense,
promptly comply with all applicable statutes,  ordinances,  rules,  regulations,
orders,  restrictions of record,  and  requirements in effect during the term or
any part of the term hereof, regulating the use by Sublessee of the Premises, or
the operation of Sublessee's business. Sublessee shall not use or permit the use
of the  Premises  in any manner  that will tend to create  waste or a  nuisance,
increase  the cost of  insurance,  or which  shall  tend to  disturb  such other
tenants.                                                                        

         6.3  Condition of Premises.  Sublessee  hereby  accepts the Premises in
their condition existing as of the date of the execution hereof,  subject to all
applicable zoning, municipal, county and state laws, ordinances, and regulations
governing  and  regulating  the Premises or their use, and accepts this Sublease
subject  thereto  and to  all  matters  disclosed  thereby  and by any  exhibits
attached hereto.  Sublessee  acknowledges that neither Sublessor nor Sublessor's
agents has made any  representation  or  warranty as to the  suitability  of the
Premises for the conduct of Sublessee's business.                               

7.       MASTER LEASE.                                                          

         7.1  Sublessor  is the  lessee of the  Premises  by virtue of a written
lease hereinafter referred to as the "Master Lease", wherein Great Offices, Inc.
/ American Office Centers, L.L.C. of California is the Sublessor.               

         7.2 This Sublease is and shall be at all times subject and  subordinate
to the Master Lease.                                                            

         7.3  Sublessor  agrees to maintain  the Master  Lease during the entire
term of this Sublease subject, however, to any earlier termination of the Master
Lease  without  default of  Sublessor.  In the event of such  termination,  this
Sublease shall likewise terminate.                                              

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8.       SERVICES.                                                              

         8.1 Sublessor shall provide to Sublessee such heating, ventilating, air
conditioning  and other utilities and janitorial  service to the Premises in the
manner and in quantities which the Master Lessor provides under the Master Lease
at no additional charge to Sublessor.  In the event that Sublessee's use of such
utilities  results in an assessment by the Master Lessor under the Master Lease,
Sublessee  shall  immediately  reimburse  Sublessor  for any  charges  therefor.
Sublessor  shall in no event be liable for any damage to  Sublessee's  equipment
due to power surges or interruption of service.                                 

         8.2  Sublessor  shall also  provide or cause o be provided to Sublessee
telephone equipment,  extensions,  and lines as the parties shall designate upon
commencement of the lease term. Sublessor shall bill Sublessee,  or cause fee to
be billed  receipt of an itemized  statement  therefor  and shall be  considered
additional  rent  hereunder.  In addition to any other remedies of Sublessor for
the failure of Sublessee to pay rent of additional rent hereunder, Sublessor may
terminate,  or cause to be  terminated  or decline to  present  termination  of,
telephone service to the Premises.                                              

         8.3 If  Sublessee  brings onto the Promises a copier,  Sublessor  shall
have the right to  surcharge  Sublessee  the sum of $25.00  per month to be paid
with rent as additional rent hereunder.                                         

             8.3.1 If Sublessee  brings onto the  Premises a facsimile  machine,
Sublessor  shall  have the right to  surcharge  Sublessee  the sum of $25.00 per
month to be paid with rent as additional rent hereunder.                        

             8.3.2 Sublessee hereby guarantees usage of administrative  services
valued at $35.00 per office per month (refer to services  list).  Sublessee will
be charged  $35.00 per office per month.  Sublessee may  accumulate  the monthly
value;  however any usage over the accumulated value will be billed at the price
list rate.  Any unused  accumulated  administrative  services  at the end of the
lease term will be forfeited.                                                   

         8.4 Sublessee  understands the working  principle of the suite as being
on a  "first-come-first-serve"  basis.  In the event of a rush job,  Sublessee's
responsibility  is to make clear to Great Office  Centers'  staff the urgency of
the work to be done so that no misunderstanding can arise.                      

         8.5  Sublessee  acknowledges  that all jobs  with RUSH  status  will be
charged at time-and-a half the normal word processing rate.                     

         8.6 Sublessee also  acknowledges  that all jobs performed after regular
hours are charged at an overtime rare: twice the normal word processing rate.   

         8.7 Sublessee  acknowledges that Sublessor is not responsible or liable
for telephone and/or voice mail equipment  malfunctions or any other occurrences
out of the control of Sublessor that may interrupt this service.                

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         8.8 Sublessee also acknowledges that incoming and outgoing massages are
oral,  and  Sublessor  shall in no way be liable for any  errors,  omissions  or
difficulties  by its  staff  or  equipment  in the  transmission  of  calls  and
messages.                                                                       

9.       REPAIR AND MAINTENANCE.                                                

         9.1 Sublessee  shall keep the interior of the Premises neat,  clean and
in good order and  condition.  Sublessee  shall be  responsible  for any and all
damage  or  deterioration  in the  Premises  due to an  act or  omission  of the
Sublessee or its invitees,  other than that which is a result solely of ordinary
wear and tear.                                                                  

         9.2 Sublessee  shall be responsible for any and all damage to telephone
or other  office  equipment  due to an act of omission of the  Sublessee  of its
invitees, other than that which is a result solely of ordinary wear and tear.   

10.      ALTERATIONS.                                                           

         10.1  Sublessee  shall not make any  alteration  in or to the  Premises
without the prior written  consent of  Sublessor,  which consent shall be in its
sole discretion, and of the Master Lessor, which consent shall be subject to the
conditions set forth in the Master Lease.                                       

11.      RULES AND REGULATIONS.                                                 

         11.1  Sublessee  shall  comply  with all rules and  regulations  of the
building or development of which the Premises now are or may hereafter  become a
part, and such other rules and  regulations  which Sublessor may promulgate from
time to time applicable to all subtenants.                                      

         11.2 Sublessee shall cause any children or minors visiting the Premises
to be orderly and quiet and shall restrict them to the confines of the Premises.

12.      ASSIGNMENT AND SUBLETTING.                                             

         12.1 Sublessee shall not assign, mortgage or encumber the Sublease, nor
sublet,  suffer or permit the  Premises or any part thereof to be used by others
the prior written  consent of Sublessor in each instance,  which consent may not
be unreasonably  withheld.  If Sublessor grants such consent, and as a condition
thereof,  during the term of such sublease,  Sublessor  shall be entitled to all
rents,  additional  charges or other  consideration  payable to Sublessee by the
sub-tenant  in excess of the rent and other charges  otherwise  coming due under
the Sublease.                                                                   

13.      HOLDING OVER.                                                          

         13.1 If  Sublessee  retains  possession  of the  Premises  or any  part
thereof after the  termination  of this Sublease,  Sublessee's  occupancy of the
Premises  shall  be as a tenant  at will  terminable  at any time by  Sublessor.
Sublessee  shall pay to  Sublessor  rent for such time as  Sublessee  remains in
possession at the rate of 200% of the total amount of rent payable hereunder for
the monthly  immediately  preceding  termination  date of this Sublease,  and in
addition thereto, shall pay Sublessor for all actual damages sustained by reason
of Sublessee's retention of possession.                                         

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14.      SURRENDER OF THE PREMISES.                                             

         14.1 Upon  termination of this  Sublease,  Sublessee  shall  peacefully
surrender  the  Premises  in  broom-clean  condition  and  otherwise  in as good
condition as when Sublessee  took  possession,  except for  reasonable  wear and
tear.                                                                           

15.      INDEMNIFICATION.                                                       

         15.1  Sublessee  shall  indemnify,  save,  defend,  protect,  and  hold
Sublessor harmless from all claims,  suits,  actions,  damages,  liabilities and
expenses in connection with loss of life,  bodily or personal  injury,  property
damage,  or damage to Sublessee's  business  occurring or arising from or out of
the se or occupancy of the Premises or any part thereof or occasioned  wholly or
in part by any act or omission of Sublessee  or  Sublessee's  invitees,  whether
occurring in or about the Premises,  or in the common areas or elsewhere  within
the building or  development  of which the  Premises  now are, or may  hereafter
become, a part.  Sublessee's duty of indemnification  shall not apply to injury,
loss, or damage proximately caused by the negligence or willful act of Sublessor
or its agents,  contractors  or employees.  Sublessee  shall further  indemnify,
save,  protect  and hold  Sublessor  harmless  from any and all  claims,  suits,
actions,  damages or liabilities  arising out of Sublessee's  failure to perform
and abide by the obligations of this Sublease.                                  

16.      SUBLESSEE'S INSURANCE.                                                 

         16.1  Sublessee  shall  maintain at its own cost and expense  insurance
against fire and other perils as may be included in extended coverage  insurance
on Sublessee's property and leasehold  improvements in an amount deemed adequate
by Sublessor to cover their replacement cost and comprehensive general liability
insurance on an occurrence  basis with limits of liability in an amount not less
than $1 million  combined  single limit for each occurrence with respect to loss
of  life,  bodily  and  personal  injury  and  damage  to  property  by water or
otherwise. All such insurance shall name Sublessor as an additional insured and,
if reasonably  requested by  Sublessor,  shall also name the Master Lessor as an
additional   insured  and  shall  contain   appropriate   endorsements   denying
Sublessee's  insurance the right of subrogation against Sublessor and the Master
Lessor,  ad shall contain a provision  whereby each insurer agrees not to cancel
such insurance without 30 days' prior written notice to Sublessor.              

17.      CONFIDENTIALITY:  TEMPORARY WAIVER OF COLLECTION.                      

         17.1  Sublessee  acknowledges  that  (i)  Sublessor  has  agreed  to  a
temporary  waiver of its right to collect the  difference,  if any,  between its
standard  rates for the Premises and te  occupancy  and service  rates set forth
elsewhere in this Sublease,  (ii) some or all of the occupancy and service rates
that are set forth in this sublease may be less than Sublessor's  standard rates
therefor,  as such rates may reflect te effect of such temporary  waiver,  (iii)
Sublessor may partially or fully withdraw such temporary  waiver an be permitted
to collect the amounts so temporarily  waived if Sublessee does not fully comply
with the confidentiality  provisions set forth in this section,  and (iv) within
its sole  discretion,  Sublessor may withdraw such temporary on thirty (30) days
written notice to Sublessee,  although,  if such  temporary  waiver is withdrawn
pursuant to the provisions of this  subsection  (iv),  Sublessor may not collect
the  amounts so  temporarily  waived to the date of such  withdrawal.  Sublessee
acknowledges  that, as of the                                                   

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effective  date of this  Sublease,  te  amounts  that  are the  subject  of such
temporary  waiver are: (i) rent; (ii) additional rent; and (iii) services in the
amounts  set  forth  on  summary  of  lease.  Sublessee  acknowledges  that  any
disclosure by Sublessee of the existence of such temporary waiver or the amounts
thereof could cause  Sublessor  certain  economic harm.  Accordingly,  Sublessee
agrees that it will hold in confidence all information  concerning the terms and
conditions of this Sublease and will not disclose any of such information to any
third  party at any time  during  or after  the  termination  of this  Sublease,
without  the prior  written  consent  of the  Sublessor  having  been  obtained;
provided,   however,  that  Sublessee  may  disclose  such  information  to  its
professional service providers and to any relevant taxing authority,  as well as
to comply with an order  therefor of a court of competent  jurisdiction.  In the
event of any unauthorized  disclosure of any such information and in furtherance
of Sublessor's  rights as set forth in subsection (iii),  above, and in addition
to any other  rights and  remedies  to which the  Sublessor  otherwise  might be
entitled.  Sublessee shall, within ten (10) days written demand therefor, tender
to  Sublessor  such amounts as to which  Sublessor  had  previously  temporarily
waived,  or  was  currently  temporarily  waiving,  collection.  The  terms  and
conditions of this section shall not apply to any information that has otherwise
been publicly disclosed by te Sublessor.                                        

18.      DEFAULT.                                                               

         18.1 The  occurrence of any of the following  shall be event of default
under this Sublease: (i) Sublessee defaults in payments of rent or any other sum
of money to be paid pursuant to the terms of this Sublease for a period of three
(3) days after written notice thereof from Sublessor; (ii) Sublessee defaults in
the  performance  of any  other  term,  covenant,  condition  or  obligation  of
Sublessee  under this Sublease and fails to cure such default within a period of
twenty (20) days after receipt of notice from Sublessor  specifying such default
(or if such  default  specified  is not  capable of cure within such twenty (20)
days after receipt of notice from Sublessee fails  immediately after notice from
Sublessor to commence to cure such default and  diligently to pursue  completion
of such cure during and after such twenty (20) day  period);  (iii) if Sublessee
abandons or vacates any portion of the  Premises  for fifteen  (15)  consecutive
days; (iv) if Sublessee makes any transfer, assignment, conveyance, sale, pledge
or  disposition  of all or a substantial  portion of the Premises  other than by
reason of an  assignment  or  subletting  of the Premises  under the  conditions
permitted  under this Sublease;  or (v) if Sublessee's  interest  herein is sold
under execution.                                                                

         18.2  Upon any  event  of  default,  Sublessor  shall  have all  rights
specified under the laws of the State of California.                            

         18.3 In the event of default,  Sublessor may charge te following  costs
for  actions  taken to rectify the state of  default.  Sublessor  will charge an
administrative  fee of $100.00 for the issuance of a "3-day  Notice".  Sublessor
will charge a reconnect fee for any full or partial  disconnects  resulting from
default.                                                                        

         18.4 In the event of default, and once Sublessee has failed to cure a 3
day  notice,  Sublessor  waives  all of his  rights to occupy one or more of the
offices he leases from  Sublessor.  Sublessor,  at Sublessee  sole cost,  and at
Sublessee's own risk, will move and store Sublessee                             

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property and belongings to a proper storage  facility,  where  Sublessee will be
able to recover his/her property upon demand.                                   

19.      NOTICES.                                                               

         19.1 All notices, demands or other communications  ("Notice") permitted
or required to be given  hereunder shall be in writing,  and if mailed,  postage
prepaid  shall be deemed given three (3) days after the date of mailing  thereof
or on the date of actual receipt whichever is sooner, all other notices shall be
deemed  given on the date of  actual  receipt.  Notices  shall be  addressed  as
follows:                                                                        

         (a)      If to  Sublessor,  to the address  specified on the  signature
page of this Sublease; and                  

(b)      If to Sublessee, its address at the Premises;        

         (c)      Sublessor  may from time to time by written  notice  designate
such other place to receive future notices. 

         19.2 Once Sublessee has given notice to vacate said premises, Sublessor
reserves the right to show the Premises to prospective  tenants during or before
or after normal business hours.                                                 

20.      SMOKING.                                                               

         20.1 To preserve the quality of the  enviRONment in the executive sites
of which the premises are a part, Sublessee agrees that smoking is not permitted
within the confines of the  Premises,  the  executive  suites,  and on the floor
where such suites are located.                                                  

21.      ATTORNEY'S FEES.                                                       

         21.1 If any party  brings an action to enforce  the terms  hereof or to
declare rights hereunder,  the prevailing party in any such action, on trial and
appeal,  shall be entitled to his reasonable  attorney's  fees to be paid by the
losing party as fixed by the Court.                                             

22.      SUBLESSEE/EMPLOYEE RELATIONS.                                          

         22.1 The suite staff and Suite Manager do not report to Sublessee,  nor
are they employees of Sublessee.                                                

         22.2 Sublessee  acknowledges  that  Sublessor has invested  significant
time and effort at a substantial cost to trail its staff and management.  Should
Sublessee hire a staff or management  member,  or should  Sublessee  encourage a
staff or management member to leave the employ of Sublessor,  Sublessee will pay
Sublessor a finder's fee of $7,500.00 for each such staff or  management  member
so hired or encouraged to leave.                                                

23.      RELOCATION OF PREMISES.                                                

         23.1 Sublessor shall have the right to relocate the Premises to another
part of Sublessor's estate in accordance with the following:                    

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         (a)      The new  premises  shall  be  substantially  the same in size,
                  dimensions,  configuration,  decor, and nature as the Premises
described in this Sublease;                 

         (b)      Sublessor  shall  give  Sublessee  not less than ten (10) days
                  written  notice  of  Sublessor's  intention  to  relocate  the
premises.                                   

         (c)      As nearly as practicable, the physical relocation of Sublessee
                  from the  Premises to the new  premises  shall take place on a
                  weekend and shall be completed  before the  following  Monday.
                  Upon  completion of such  relocation,  the new premises  shall
become the "Premises" under this Sublease.  

         (d)      The  direct  costs  of any such  relocation  shall be borne by
Sublessor; and                              

         (e)      The parties hereto shall  immediately  execute an amendment to
                  this Sublease setting forth the relocation of the Premises and
          any other modifications to the terms of this Sublease.

24.      USE RESTRICTION.                                                       

         24.1 No portion of the  Premises  shall be used by Sublessee to provide
similar  services as those offered by Sublessor which would create a conflict of
interest.  Should the  situation  arise,  penalties and damages will be sough by
Sublessor at Sublessee's expense.                                               

25.      CREDIT REPORT.                                                         

         25.1   Sublessee   will  complete  and  return  the  requested   credit
application prior to the commencement of said lease term.  Sublessee  authorizes
Sublessor to run a credit report at Sublessee's sole cost.                      

26.      ADDENDUM.                                                              

         26.1 This Sublease shall also include  Paragraphs  through as set forth
on the Addendum attached hereto.                                                

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SUMMARY OF LEASE

                                                                [Download Table]

                                                                              
Sublessor:             GREAT OFFICES, INC./AMERICAN OFFICE CENTERS, L.L.C.    

Sublessee:             Trinity Medical Group USA Inc.                         

Premises:              30021 Tomas Street, Suite 300 RSM, CA  92688           

Office #:              14 a&b                                                 

Lease Term:            1 Year                                                 

Start:                 12/1/00                                                

End:                   11/30/01                                               

Monthly Rent:          $1,800.00                                              

Additional Rent:       Telephone Equipment:        $  50.00                   
                       Telephone Lines:            $  50.00                   
                       Facsimile Lines & Ports:    $  40.00                   
                       Internet, Modem Lines                                  
                       & Ports:                    $ 120.00 (T-1 Access for 2)
                       Administrative Services:    $                          

Security Deposit:      $2,060.00                                              

Additional Refundable  Telephone  Equipment waived,  First set of             
  Deposits:            keys: waived. Any damage to phone or other             
                       office equipment will be paid in full by               
                       Sublessee.                                             

Disclaimer:            Sublessee  understands that any security3              
                       deposits withheld by Sublessor may not be              
                       applied or credited against any rent due.              

Rental                 Payment: I, the undersigned,  acknowledged             
                       that  rent &  services  are due on the 1st             
                       day of te  month  and  that  penalties  or             
                       notice to vacate  could be  imposed by the             
                       3rd  day  of  the   month   if  rent   and             
                       additional   rent  then  due  has  not  be             
                       rendered to Sublessor.                                 

Penalties:             6% of total invoice or $50, whichever is               
                       greater, for each late payment 10% of                  
                       total invoice or $20, whichever is                     
                       greater, for each returned check.                      

Notice Conditions:     Notice must be given on or before the last             
                       day  of  the  month  prior to  the 60 day              
                       period.                                                

TelephoneService:      I, the  undersigned,  acknowledged  that I             
                       am liable to Great Offices, Inc./ American             
                       Office Centers,  L.L.C.,  for the  payment             
                       of all additional   rent  relating  to  telephone      
                       equipment,  extensions  and lines.  In the             
                       event I am not in the  position to meet my             
                       obligations,  I  authorize  Sublessor,  or             
                       designee,    to   remove   equipment   and             
                       terminate extensions and lines immediately             
                       when notified by verbal notice only.                   

Read & Accepted:       /s/ Gary E. Wilson                                     
                       -----------------------------                          
                       Gary E. Wilson                                         

Dated:                 September 28, 2000                                     

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SIGNATURE PAGE

SUBLESSOR:       GREAT OFFICES, INC./AMERICAN OFFICE CENTERS, L.L.C.            

AT:       Corporate Office                                        
17011 Beach Boulevard, Suite 900              
Huntington Beach, CA  92647                   

DATE:       October 16, 2000                                          

By: /s/ Anna Lopez                            
----------------------                  

w/copy to:                                                                      

Randolf Katz                                                                    
Arter & Hadden                                                                  
Jamboree Center                                                                 
5 Park Plaza, Ste. 1000                                                         
Irvine, CA  92614                                                               

SUBLESSEE:       Trinity Medical Group USA Inc.                                 

DATE:                                                                 
By:/s/ Gary E. Wilson                         
------------------------                
Name: Gary E. Wilson                    
Title: Chief Financial Officer          

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ATTACHMENT A

 COLLECTION POLICY

ARTICLE 1                                                                       
---------                                                                       

                         All rents and services are due on the first day of each
                    month, unless specified otherwise in the sublease.

ARTICLE 2                                                                       
---------                                                                       

                         As a courtesy to those who have  payments  mailed in, a
                         grace  period  through  the third day of the month,  no
  later than 5:00 PM, is extended.

ARTICLE 3                                                                       
---------                                                                       

                         At 5:00 PM late  fees  on the  third  calendar  day are
                         automatically charged to the account. Late fees are not
                         reversible  and  are due in full  upon  submittance  of
statement.                    

ARTICLE 4                                                                       
---------                                                                       
                         If  payment  has not  been  received  by 5:00 PM on the
                         fifth day of the month, a partial disconnect will occur
                         on all bill back services,  including,  but not limited
to:                           

     o        Telephone Usage, Dial Tone
o        Mailing Equipment    
o        Photocopies, etc.    

ARTICLE 5                                                                       
---------                                                                       
                         On the seventh day of the month, a three-day  notice to
                         pay or quit will be issued.  This three-day notice will
                         become  effective  at 5:00 PM on the  eighth day of the
                         month.  Full disconnect will then take place as well as
                         legal  procedure  to recover any  outstanding  debt for
rent and services.            

                       o        A three-day  notice will incur the following
charges:    
  o        $250 Administration Fee
  o        $100 for Reconnect Fees

IMPORTANT:                                                                      
---------                                                                       

                         A three-day notice will be immediately  reported to the
following credit bureaus:                                                       

o        TRW                  
o        Dun & Bradstreet     
o        Trans Union          

No further  credit will be extended by Great  Offices and all services are to be
paid in cash in advance.                                                        

IMPORTANT:                                                                      
---------                                                                       

                  o        All dates are based on calendar  days and not working
days.                     
                  o        Once  open  credit  has  been  lifted,  a  six  month
                     moratorium on reinstatement will be instituted.
                           o        Partial disconnect: Authorization codes will
                                    be removed  from all  equipment.  Telephones
                                    will be restricted to prevent outgoing calls
                                    from being  made,  although  incoming  calls
                                    still  can  be   answered   by  the  suite's
     receptionist.
                           o        Full  disconnect:  Same as above except that
                                    telephones  will not be  answered  and calls
                                    will  connect  directly to voice  mail.  You
                                    will not be able to access  voice mail until
             full payment is made.

PAYMENT:                                                                        
-------                                                                         

                o        All payments are due in full. Payment must include:

                           o        Current  invoices (Rent,  Services,  and any
      other Charges)
o        Late fees        
   o        Any past due amounts

                  o        If you dispute any charge,  please  notify the Credit
                           Manager at  714/375-6668  immediately so we can query
                 and resolve the problem in a timely manner.
                  o        If you withhold  rent payment in a dispute,  you will
                           be in default of your lease and procedures to collect
will be enforced.         
                  o        If you think you may be late,  please notify Accounts
                           Receivable  immediately so that  arrangements  can be
                           made  if  possible  before  a  delinquent   situation
occurs.                   
                  o        We have a long  history of working  with our tenants;
                     so, do not hesitate to call when you need help.

            Tenants Signature:  /s/ Gary E. Wilson
           AOC Manager:       /s/ Kayli Pearsall

 Page 12 of 12

Dates Referenced Herein

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/13/01							None on these Dates
		10/16/00		11
		9/28/00		10
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