OPTIMUMCARE CORP /DE/
EXHIBIT 10.149
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<TYPE>EX-10.149
<SEQUENCE>4
<FILENAME>a88549exv10w149.txt
<DESCRIPTION>EXHIBIT 10.149
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.149

                            FOURTH AMENDMENT TO LEASE

THIS FOURTH AMENDMENT TO LEASE dated September 30, 1996, (this "Amendment")
First Amendment to Lease dated October 11, 1999, Second Amendment dated
September 21, 2000 and Third Amendment dated September 19, 2001, is made and
entered into as of the 3rd day of September 2002, by and between JAY ARTEAGA
("Lessor") and OPTIMUMCARE CORPORATION ("Lessee") with reference to the
following items:

         A.       Lessor and Lessee desire to modify and amend the terms of the
                  Lease as set forth in this Amendment, while expressly
                  maintaining in full force and effect all other terms and
                  conditions of the Lease not so modified:

                           1.       This Amendment will extend the Lease for an
                                    additional one year, November 1, 2002
                                    through October 31, 2003 pursuant to Para.
                                    1.5 of our Lease Agreement.

                           2.       The currently monthly base rental will be
                                    adjusted on the anniversary of the
                                    commencement, November 1, 2002, based upon
                                    the Consumer Price Index (CPI) as provided
                                    in Para. 4.3 of the Lease.

                           3.       Pursuant to Para. 1.9 and Para. 5, the
                                    security deposit will remain at $1,100.00.

                           4.       Lessor agrees to shampoo carpet and touch up
                                    paint as needed.

         B.       Except as expressly modified by this amendment, all terms and
                  provisions of the Lease and previous amendments shall remain
                  unmodified and in full force and effect.

         IN WITNESS WHEREOF the parties have entered into this Amendment as of
         the date written above.

         "LESSOR" JAY ARTEAGA                  "LESSEE" OPTIMUMCARE CORPORATION


         By: /s/ Jay Arteaga              By: /s/ Edward A. Johnson
            ----------------   ------         ---------------------   ------
            Jay Arteaga         Date      Edward A. Johnson, CEO       Date


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