<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

        |X|    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934


                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                           Commission File No. 0-20440

                             MEDICAL RESOURCES, INC.
             (Exact Name of Registrant as Specified in its Charter)

               DELAWARE                                   13-3584552
        (State of Incorporation)               (IRS Employer Identification No.)

125 STATE STREET, SUITE 200, HACKENSACK, NJ                  07601
 (Address of Principal Executive Office)                   (Zip Code)

       Registrant's Telephone Number, Including Area Code: (201) 488-6230

         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 /_/         No /X/

         At August 4, 2000, 10,173,961 shares of the registrant's Common Stock,
par value $.01 per share, were outstanding and the aggregate market value of the
Common Stock (based upon the OTC Bulletin Board last reported trade price of
these shares on that date) held by non-affiliates was $1,541,482.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                 Not Applicable.

<PAGE>

                             Medical Resources, Inc.

                             (Debtor-in-Possession)

                                      Index

<TABLE>
<CAPTION>
                                                                                                                PAGES
                                                                                                                -----
<S>             <C>                                                                                            <C>
 PART I.        FINANCIAL INFORMATION

 Item 1.        Consolidated Financial Statements (Unaudited)

                Consolidated Balance Sheets at June 30, 2000 and December 31, 1999........................        3

                Consolidated Statements of Operations for the three months ended June 30, 2000 and 1999...        4

                Consolidated Statements of Operations for the six months ended June 30, 2000 and 1999.....        5

                Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 1999.....        6

                Notes to Consolidated Financial Statements................................................       7-12

 Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations.....      13-20

 PART II.       OTHER INFORMATION.........................................................................       21

</TABLE>

                                       2

<PAGE>


                             Medical Resources, Inc.
                             (Debtor-in-Possession)
                           Consolidated Balance Sheets
                    As of June 30, 2000 and December 31, 1999
                    (in thousands, except per share amounts)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                          JUNE 30,      DECEMBER 31,
                                                                                           2000            1999
                                                                                          ---------     ------------
<S>                                                                                       <C>           <C>
                                                      ASSETS
Current Assets:

  Cash and cash equivalents .........................................................     $   7,984      $   9,360
  Cash and short-term investments, restricted .......................................         1,453            600
  Accounts receivable, net ..........................................................        45,232         50,177
  Other receivables .................................................................        10,997          8,579
  Prepaid expenses ..................................................................         3,269          3,638
                                                                                          ---------      ---------

    Total current assets ............................................................        68,935         72,354
Property and equipment, net .........................................................        28,494         33,718
Goodwill and other intangible assets, net ...........................................       104,555        112,474
Other assets ........................................................................         1,168          1,510
                                                                                          ---------      ---------
    Total assets ....................................................................     $ 203,152      $ 220,056
                                                                                          =========      =========

                                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Senior notes due 2001 through 2005, classified as current ........................     $    --        $  75,000
   Notes and mortgages payable, classified as current ...............................         3,194         10,999
   Capital lease obligations, classified as current .................................         3,227          4,901
   Current portion of notes and mortgages payable ...................................         4,938          9,718
   Current portion of capital lease obligations .....................................         5,605          7,808
   Accounts payable .................................................................         7,456         11,327
   Accrued expenses and other current liabilities ...................................        29,115         28,324
                                                                                          ---------      ---------
      Total current liabilities .....................................................        53,535        148,077
Notes and mortgages payable, less current portion ...................................         1,731          4,213
Obligations under capital leases, less current portion ..............................         2,233          3,535
Other long term liabilities .........................................................           760            768
Liabilities subject to compromise ...................................................        91,550           --
Minority interest ...................................................................         4,390          4,573
Stockholders' equity:
  Common stock, $.01 par value; authorized 50,000 shares; 10,064 issued and
    outstanding at June 30, 2000 and 9,756 issued and outstanding at
     December 31, 1999 ..............................................................           101             98
  Series C Convertible Preferred Stock, $1,000 per share stated value; 14 shares
     issued and outstanding; liquidation preference 3% per annum ....................        15,419         15,321
  Additional paid-in capital ........................................................       144,868        144,909
  Accumulated deficit ...............................................................      (111,435)      (101,438)
                                                                                          ---------      ---------
    Total stockholders' equity ......................................................        48,953         58,890
                                                                                          ---------      ---------
Total liabilities and stockholders' equity ..........................................     $ 203,152      $ 220,056
                                                                                          =========      =========
</TABLE>

                 The accompanying notes are an integral part of
                     the consolidated financial statements.

                                       3

<PAGE>


                             Medical Resources, Inc.
                             (Debtor-in-Possession)
                      Consolidated Statements of Operations
                For the Three Months Ended June 30, 2000 and 1999
                    (in thousands, except per share amounts)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                          FOR THE THREE MONTHS
                                                              ENDED JUNE 30,
                                                         ----------------------
                                                           2000          1999
                                                         --------      --------
<S>                                                      <C>           <C>
Net service revenues ...............................     $ 36,693      $ 40,720
Cost of services ...................................       25,108        26,134
                                                         --------      --------
   Gross profit ....................................       11,585        14,586
Provision for doubtful accounts ....................        1,410         1,945
Corporate general and administrative expenses ......        2,770         2,977
Equipment leases ...................................        3,476         2,234
Depreciation and amortization ......................        4,558         5,709
Loss attributable to sale or closure of centers ....          522            --
Other unusual charges ..............................          810           434
                                                         --------      --------

  Operating income (loss) ..........................       (1,961)        1,287
Interest expense, net ..............................        2,561         2,824
Minority interest ..................................          293           300
                                                         --------      --------

  Loss before income taxes .........................       (4,815)       (1,837)
Provision for income taxes .........................          100           220
                                                         --------      --------

  Net loss .........................................       (4,915)       (2,057)
Charges related to convertible preferred stock .....         (102)         (109)
                                                         --------      --------

  Net loss applicable to common stockholders .......     $ (5,017)     $ (2,166)
                                                         ========      ========

Basic and diluted net loss per common share ........     $  (0.50)     $  (0.23)
                                                         ========      ========
</TABLE>

                 The accompanying notes are an integral part of
                     the consolidated financial statements.


                                       4

<PAGE>

                             Medical Resources, Inc.
                             (Debtor-in-Possession)
                      Consolidated Statements of Operations
                 For the Six Months Ended June 30, 2000 and 1999
                    (in thousands, except per share amounts)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                            FOR THE SIX MONTHS
                                                               ENDED JUNE 30,
                                                            ------------------
                                                            2000          1999
                                                          --------      --------
<S>                                                       <C>           <C>
Net service revenues ................................     $ 75,156      $ 82,608
Cost of services ....................................       50,961        53,397
                                                          --------      --------
  Gross profit ......................................       24,195        29,211
Provision for doubtful accounts .....................        3,104         4,147
Corporate general and administrative expenses .......        5,858         5,687
Equipment leases ....................................        6,792         4,270
Depreciation and amortization .......................        9,340        11,315
Loss attributable to sale or closure of centers .....        1,148            --
Other unusual charges ...............................        1,767           714
                                                          --------      --------

  Operating income (loss) ...........................       (3,814)        3,078
Interest expense, net ...............................        5,232         5,629
Minority interest ...................................          751           624
                                                          --------      --------

  Loss before income taxes ..........................       (9,797)       (3,175)
Provision for income taxes ..........................          200           350
                                                          --------      --------

  Net loss ..........................................       (9,997)       (3,525)
Charges related to convertible preferred stock ......         (206)         (220)
                                                          --------      --------

  Net loss applicable to common stockholders ........     $(10,203)     $ (3,745)
                                                          ========      ========
Basic and diluted net loss per common share .........     $  (1.04)     $  (0.40)
                                                          ========      ========
</TABLE>


                 The accompanying notes are an integral part of
                     the consolidated financial statements.


                                       5

<PAGE>


                             Medical Resources, Inc.
                             (Debtor-in-Possession)
                      Consolidated Statements of Cash Flows
                 For the Six Months Ended June 30, 2000 and 1999
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                            FOR THE SIX MONTHS
                                                                                              ENDED JUNE 30,
                                                                                            ------------------
                                                                                            2000         1999
                                                                                          --------      --------
<S>                                                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ............................................................................     $ (9,997)     $ (3,525)
                                                                                          --------      --------

Adjustments to reconcile net loss to net cash provided by operating activities:
  Depreciation and amortization .....................................................        9,340        11,315
  Provision for uncollectible accounts receivable ...................................        3,104         4,147
  Other, net ........................................................................          230           676
Changes in operating assets and liabilities:
  Accounts receivable ...............................................................        1,841        (9,221)
  Other receivables .................................................................       (2,418)         (829)
  Prepaid expenses ..................................................................          (93)          365
  Other assets ......................................................................          332           903
  Accounts payable and accrued expenses .............................................          757           414
  Other liabilities .................................................................           (8)          (36)
                                                                                          ========      ========
    Total adjustments ...............................................................       13,085         7,734
                                                                                          --------      --------
        Net cash provided by (used in) operating activities .........................        3,088         4,209
                                                                                          --------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net of disposals ................................         (892)       (1,687)
Disposition of diagnostic imaging centers, net of cash sold .........................        6,110           781
Other, net ..........................................................................         (853)          393
                                                                                          --------      --------
    Net cash provided (used) in investing activities ................................        4,365          (513)
                                                                                          --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on notes and mortgages payable ...................................       (4,241)       (6,223)
Principal payments under capital lease obligations ..................................       (4,588)       (4,983)
Other borrowings ....................................................................           --         1,515
Other, net ..........................................................................           --          (525)
                                                                                          --------      --------
    Net cash used in financing activities ...........................................       (8,829)      (10,216)
                                                                                          --------      --------
Net decrease in cash and cash equivalents ...........................................       (1,376)       (6,520)
Cash and cash equivalents at beginning of year ......................................        9,360        20,997
                                                                                          --------      --------
Cash and cash equivalents at end of period ..........................................     $  7,984      $ 14,477
                                                                                          ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for --
     Cash paid for income taxes, net ................................................     $    225      $    173
     Cash paid for interest .........................................................        1,486         5,757

</TABLE>


                 The accompanying notes are an integral part of
                     the consolidated financial statements.

                                       6

<PAGE>


                             MEDICAL RESOURCES, INC.
                             (DEBTOR-IN-POSSESSION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.  DESCRIPTION OF THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

GENERAL

     Medical Resources, Inc., (herein referred to as "MRII" and collectively
with its subsidiaries, affiliated partnerships and joint ventures, referred to
herein as the "Company") specializes in the operation and management of
diagnostic imaging centers. The Company operates and manages primarily
fixed-site, free-standing outpatient diagnostic imaging centers (herein referred
to as "centers"), and provides diagnostic imaging network management services to
managed care providers. The Company also develops and markets radiology
information systems through its wholly-owned subsidiary, Dalcon Technologies,
Inc.

     The accompanying unaudited consolidated financial statements of the Company
have been prepared in accordance with generally accepted accounting principles
for interim financial information, the instructions to Form 10-Q, and Article 10
of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
consolidated financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for interim periods are not
necessarily indicative of the results that may be expected for an entire year.

     On April 7, 2000, Medical Resources, Inc., the parent company, filed a
pre-negotiated Joint Plan of Reorganization (the "Plan") and commenced
proceedings under Chapter 11 of the Federal bankruptcy laws in the United States
Bankruptcy Court for the Southern District of New York. Reference is made to
Note 2 of the Notes to Consolidated Financial Statements for further
information.

     The unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
contained in the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission (the "SEC") for the year ended December 31, 1999.

COST OF SERVICES

     Cost of services as shown on the Consolidated Statement of Operations for
the three and six month periods ended June 30, 2000 and 1999 consist of the
following (in thousands):

<TABLE>
<CAPTION>

                                                                 THREE MONTHS ENDED           SIX MONTHS ENDED
                                                                       JUNE 30,                    JUNE 30,
                                                                ---------------------      ----------------------
                                                                  2000          1999          2000          1999
                                                                -------       -------      -------        -------
<S>                                                             <C>           <C>          <C>            <C>
Operations payroll and related.............................     $ 9,314       $ 9,628      $18,848        $19,558
Equipment maintenance expense..............................       1,810         2,114        3,747          4,421
Contract radiology fees....................................       1,997         2,202        3,991          4,466
Medical supplies...........................................       2,495         2,569        5,046          5,258
Facilities rent and related................................       2,762         2,869        5,698          5,692
Other center level costs...................................       6,542         6,617       13,233         13,644
                                                                -------       -------      -------        -------
  Total Diagnostic Imaging.................................      24,920        25,999       50,563         53,039
Dalcon Technologies, Inc...................................         188           135          398            358
                                                                -------       -------      -------        -------
  Total Company............................................     $25,108       $26,134      $50,961        $53,397
                                                                =======       =======      =======        =======
</TABLE>

                                       7


<PAGE>

RECLASSIFICATION

     Certain prior year amounts have been reclassified to conform to the current
year presentation.

EARNINGS PER SHARE

     The computations of basic and diluted loss per share for the three and six
months ended June 30, 2000 and 1999 were as follows (in thousands, except per
share amounts):

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED           SIX MONTHS ENDED
                                                                       JUNE 30,                    JUNE 30,
                                                                ---------------------      ----------------------
                                                                  2000          1999          2000          1999
                                                                --------      --------      --------      --------
<S>                                                             <C>           <C>          <C>            <C>
Basic and diluted loss per share information:
Net loss ..................................................     $ (4,915)     $ (2,057)     $ (9,997)     $ (3,525)
Charges related to convertible preferred stock ............         (102)         (109)         (206)         (220)
                                                                --------      --------      --------      --------
 Net loss applicable to common stockholders ...............     $ (5,017)     $ (2,166)     $(10,203)     $ (3,745)
                                                                ========      ========      ========      ========
Weighted average number of common shares ..................       10,064         9,537         9,857         9,438
                                                                ========      ========      ========      ========
Basic and diluted income (loss) per common share ..........     $  (0.50)     $  (0.23)     $  (1.04)     $  (0.40)
                                                                ========      ========      ========      ========
</TABLE>

2.  BASIS OF FINANCIAL STATEMENT PRESENTATION AND ISSUES AFFECTING LIQUIDITY

     Since September 30, 1999, the Company has failed to meet certain of the
financial covenants under its $75,000,000 of Senior Notes indebtedness. In
addition, the Company has deferred payment of the required monthly interest
payments on the Senior Note indebtedness since January 2000 and the required
monthly interest and principle payments on certain other unsecured debt since
February 2000. The deferral of these payments represent defaults under such loan
agreements. As a result of these defaults, the lenders were entitled, at their
discretion, to exercise certain remedies, including acceleration of repayment.
Furthermore, certain medical equipment and other notes, and operating and
capital leases of the Company contain provisions which allow the creditors or
lessors to accelerate their debt or terminate their leases and seek other
remedies if the Company is in default under the terms of other agreements such
as the Senior Notes.

     In the event that the holders of the Senior Notes or the other creditors or
lessors elected to exercise their right to accelerate the obligations under the
Senior Notes or the other loans and leases, such acceleration would have had a
material adverse effect on the Company, its operations and its financial
condition. In addition, if such obligations were accelerated, in whole or in
part, there could be no assurance that the Company would be successful in
identifying or consummating financing necessary to satisfy the obligations which
would have become immediately due and payable. Furthermore, the Company has
generated net losses in each of its last three calendar years aggregating
$102,456,000. Absent the successful consummation of the Company's plan for
reorganization these matters raise substantial doubt about the Company's ability
to continue as a going concern.

    Following negotiations with the holders of its Senior Notes to address the
uncertainties associated with the financial difficulties described above, on
March 29, 2000, the Company entered into an agreement-in-principle with the
holders of the Senior Notes providing for conversion of the full amount of their
$75,000,000 of debt into approximately 84% of the common equity of the Company.
In addition, under the agreement-in-principle with the holders of the Senior
Notes, an additional $5,121,000 of unsecured notes would also be converted into
approximately 6% of the common equity of the Company. On April 7, 2000, the
Company filed a Plan of Reorganization reflecting the terms of the
agreement-in-


                                       8

<PAGE>

principal, and commenced proceedings under Chapter 11 of the Federal Bankruptcy
Code. The Plan of Reorganization is subject to Bankruptcy Court approval and
applies only to the parent company and none of its operating subsidiaries. In
addition, physician relationships, trade credit and employee obligations of the
Company will not be impaired. There can be no assurance, however, that the
Company will be successful in consummating the reorganization as described
above.

     Under Chapter 11 of the Federal Bankruptcy Code, certain claims against the
Debtor in existence prior to the filing of the petitions for relief under the
Federal bankruptcy laws are stayed while the Debtor continues business
operations as Debtor-in-Possession. These claims are reflected in the June 30,
2000 balance sheet as "liabilities subject to compromise." Additional claims
subject to compromise may arise subsequent to the filing date resulting from
rejection of executive contracts, including leases, and from the determination
by the court (or agreed to by parties in interest), or as a result of allowed
claims for contingencies and other disputed amounts.

     Liabilities subject to compromise as of June 30, 2000 consist of the
following (in thousands):

<TABLE>

<S>                                                                      <C>
Senior Notes due 2001 through 2005 .................................     $75,000
Unsecured promissory notes .........................................       5,121
Subordinated convertible notes .....................................       5,250
Purchase price protection notes ....................................         455
                                                                         -------
   Total debt subject to compromise ................................      85,826
Capital lease payable ..............................................         591
Accrued interest related to debt subject to compromise .............       4,347
Trade and other miscellaneous claims ...............................         786
                                                                         -------
                                                                         $91,550
                                                                         =======
</TABLE>

     During the three months ended June 30, 2000, the Company recorded
$2,079,000 of interest expense related to interest bearing debt included in the
liabilities subject to compromise.

     The Debtor has received approval from the Bankruptcy Court to pay or
otherwise honor certain of its pre-petition obligations, including employee
wages and certain vendor obligations.

    In addition to reaching the agreement with the holders of the Senior Notes
described above, the Company has taken various actions to improve the Company's
liquidity, including the following: (i) during 1999 and the first half of 2000,
the Company sold or closed eighteen underperforming centers that had generated
aggregate pretax operating losses of $6,043,000 during 1999 and (ii) the Company
deferred certain payments to its creditors, as described above, in anticipation
of reaching an agreement with such creditors.

    The financial statements do not include any further adjustments reflecting
the possible future effects on the recoverability and classification of assets
or the amount and classification of liabilities that may result from the outcome
of this uncertainty or the consummation of the reorganization.

3.  LOSS ATTRIBUTABLE TO SALE AND CLOSURE OF CENTERS AND OTHER UNUSUAL CHARGES

     During the three months ended June 30, 2000, the Company recorded losses
attributable to the sale and closure of diagnostic imaging centers of $522,000.
The loss consists of (i) $195,000 for the net loss on the sale of diagnostic
imaging centers and (ii) $327,000 for current period charges attributable to
centers previously closed.


                                       9

<PAGE>

     During the six months ended June 30, 2000, the Company recorded losses
attributable to the sale and closure of diagnostic imaging centers of
$1,148,000. The loss consists of (i) $548,000 for the net loss on the sale of
diagnostic imaging centers and (ii) $600,000 for current period charges
attributable to centers previously closed.

     During the three months ended June 30, 2000 and 1999, the Company recorded
other unusual charges of $810,000 and $434,000, respectively. The 2000 charge
consists of professional fees associated with the Company's proceedings under
Chapter 11 of the Federal Bankruptcy Code. The 1999 charge consists of costs
associated with the shareholder class action lawsuit and other related
litigation (the shareholder class action lawsuit was settled during the third
quarter of 1999).

     During the six months ended June 30, 2000 and 1999, the Company recorded
other unusual charges of $1,767,000 and $714,000, respectively. The 2000 charge
consists of professional fees associated with the Company's proceedings under
Chapter 11 of the Federal Bankruptcy Code. The 1999 charge consists of cost
associated with the shareholder class action lawsuit and other related
litigation (the shareholder class action lawsuit was settled during the third
quarter of 1999).

4.  ACCOUNTS RECEIVABLE, NET

     Accounts receivable, net is comprised of the following (in thousands):

<TABLE>
<CAPTION>
                                                                              JUNE 30,      DECEMBER 31,
                                                                                2000              1999
                                                                            ------------    ------------
<S>                                                                           <C>           <C>
Diagnostic Imaging:

   Management fee receivables (net of contractual allowances) --
     Due from unaffiliated physicians (Type I revenues) .................     $ 22,595      $ 22,604
     Due from affiliated physicians (Type III revenues) .................       14,605        15,998
Patient and third party payor accounts receivable (Type II revenues) ....       24,909        26,988
                                                                              --------      --------
Accounts receivable before allowance for doubtful accounts ..............       62,109        65,590
Less: Allowance for doubtful accounts ...................................      (16,877)      (15,413)
                                                                              --------      --------
Total accounts receivable, net ..........................................     $ 45,232      $ 50,177
                                                                              ========      ========

</TABLE>

     Accounts receivable is net of contractual allowances, which represent
standard fee reductions negotiated with certain third party payors. Contractual
allowances, recorded as a reduction in deriving net service revenues, were
approximately $31,624,000 and $36,509,000 for the three months ended June 30,
2000 and 1999, respectively and approximately $64,623,000 and $71,496,000 for
the six months ended June 30, 2000, and 1999, respectively.

5.  COMMITMENTS AND CONTINGENCIES

     Between November 14, 1997 and January 9, 1998, seven class action lawsuits
were filed in the United States District Court for the District of New Jersey
against the Company and certain of the Company's directors and/or officers. The
complaints in each action asserted that the Company and the named defendants
violated Section 10(b), and that certain named defendants violated Section 20(a)
of the Securities Exchange Act of 1934 (the "Exchange Act"), alleging that the
Company omitted and/or misrepresented material information in its public
filings, including that the Company failed to disclose that it had entered into
acquisitions that were not in the best interest of the Company, that it had paid
unreasonable and unearned acquisition and financial advisory fees to related
parties, and that it concealed or failed to disclose adverse material
information about the Company.


                                       10



<PAGE>

     On August 9, 1999 the District Court approved an agreement settling all of
the pending class actions in consideration primarily of (i) a payment of $2.75
million to be provided by the Company's insurer and (ii) the issuance of $5.25
million of convertible subordinated promissory notes (the "Convertible
Subordinated Notes"). The $5.25 million of Convertible Subordinated Notes bear
interest at the rate of 8% per annum, and mature by their terms on the earlier
of August 1, 2005 or when the Company's presently outstanding Senior Notes are
paid in full. Additionally, the Convertible Subordinated Notes were convertible
into shares of the Company's Common Stock beginning February 15, 2000 at a price
per share equal to $2.62 per share. Under the terms of the Company's Plan of
reorganization, all of the Convertible Subordinated Notes would be converted
into common equity of the Company.

     Notwithstanding the settlement of the class actions, there are several
lawsuits remaining against the Company brought on behalf of sellers of imaging
centers who seek damages based on the decline in value of shares of Common Stock
issued in connection with the acquisition of certain imaging centers. Regarding
these lawsuits, which are currently subject to the automatic stay protections of
Chapter 11 of the Federal Bankruptcy Code, the Company believes that it has
meritorious defenses which it intends to assert vigorously.

     On November 7, 1997, William D. Farrell resigned from his position as
President and Chief Operating Officer of the Company and as Director, and Gary
I. Fields resigned from his position as Senior Vice President and General
Counsel. On the same date, Messrs. Farrell and Fields filed a Complaint in the
Superior Court of New Jersey, Law Division, Essex County, against the Company
and the members of the Company's Board of Directors, claiming retaliatory
discharge under the New Jersey Conscientious Employee Protection Act and breach
of contract. On December 17, 1997, the plaintiffs amended their complaint to add
a claim for violation of public policy. The plaintiffs allege that they were
constructively terminated as a result of their objection to certain
related-party transactions, the purported failure of the defendants to
adequately disclose the circumstances surrounding such transactions, and the
Company's public issuance of allegedly false and misleading accounts concerning
or relating to such related-party transactions. The plaintiffs seek unspecified
compensatory and punitive damages, interest and costs and reinstatement of the
plaintiffs to their positions with the Company. On April 8, 1998, the Company
filed its Answer to the Amended Complaint, and asserted a counterclaim against
Messrs. Farrell and Fields for breach of fiduciary duties. Discovery has
commenced in the case (which is currently subject to the automatic stay
provisions of Chapter 11 of the Federal Bankruptcy Code) and the Company intends
to continue to defend itself vigorously against the allegations.

     On June 2, 1998, Mr. Ronald Ash filed a complaint against the Company,
StarMed, Wesley Medical Resources, Inc., a subsidiary of the Company ("Wesley"),
and certain officers and directors of the Company in the United States District
Court for the Northern District of California. On June 24, 1997, the Company
acquired the assets of Wesley, a medical staffing company in San Francisco,
California, from Mr. Ash and another party for 45,741 shares of the Company's
Common Stock valued at $2,000,000 and contingent consideration based on the
company achieving certain financial objectives during the three year period
subsequent to the transaction. The Ash complaint, among other things, alleges
that the defendants omitted and/or misrepresented material information in the
Company's public filings and that they concealed or failed to disclose adverse
material information about the Company in connection with the sale of Wesley to
the Company by the plaintiff. The plaintiff seeks damages in the amount of $4.25
million or, alternatively, rescission of the sale of Wesley.

     On October 7, 1998, upon motion by the Company, the Ash action was
transferred from the United States District Court for the Northern District of
California and consolidated with the pending securities class actions in the
United States District Court for the District of New Jersey. The Company
believes that it has meritorious defenses to the claims asserted by plaintiff
(which is currently subject to the automatic stay of the Federal Bankruptcy
Code), and intends to defend itself vigorously. On February 19, 1999, the
Company filed a motion to dismiss the Ash Complaint.


                                       11

<PAGE>

     The legal proceedings described above have been stayed in connection with
the Company's Chapter 11 proceedings. Under the terms of the Company's Plan of
Reorganization, claims held by the plantiffs in these actions (as well as other
actions pending against the Company) would be converted into common equity of
the Company.

     In the normal course of business, the Company is subject to claims and
litigation other than those set forth above. Management believes that the
outcome of such other litigation will not have a material adverse effect on the
Company's financial position, cash flows or results of operations. Accordingly,
the Company has made no accrual for any costs associated with such litigation.

     In connection with certain of the Company's 1997 acquisitions in which the
Company issued shares of its Common Stock as consideration, the Company agreed
to register such shares for resale pursuant to the Federal securities laws. In
some cases, the Company agreed with the sellers in such acquisitions to pay to
the seller (in additional shares and/or cash) an amount equal to the shortfall,
if any (the "Price Protection Shortfall"), in the value of the issued shares and
the market value of such shares on the effective date of the Company's
registration statement. Based upon the closing sales price of the Company's
Common Stock on October 2, 1998 ($2.67 per share), the date on which the
Company's registration statement was declared effective, the Company issued
590,147 shares of Common Stock and became obligated to pay during 1999 an
additional $1,658,000 with respect to all such Price Protection Shortfall
obligations. As of June 30, 2000, $405,000 of such Price Protection Shortfall
obligations remained due and payable in 2000.

6.  CONVERTIBLE PREFERRED STOCK

     As of June 30, 2000, 14,175 shares of the Company's Series C Convertible
Preferred Stock, $1,000 stated value per share (the "Series C Preferred Stock")
are outstanding and held by RGC International, LDC ("RGC"). Each share of the
Series C Preferred Stock is convertible into such number of shares of Common
Stock as is determined by dividing the stated value ($1,000) of each share of
Series C Preferred Stock plus 3% per annum from the closing date to the
conversion date by the lesser of (i) $62.10 or (ii) the average of the daily
closing bid prices for the Common Stock for the five (5) consecutive trading
days ending five (5) trading days prior to the date of conversion.

     As a result of the Company's failure to register the shares of Common Stock
issuable upon conversion of the Series C Preferred Stock prior to September 15,
1998 (the date required under the Preferred Stock Agreement) and the delisting
of the Company's Common Stock from NASDAQ in April 1999, RGC was entitled to
demand: (i) the Company repurchase all of the outstanding Series C Preferred
Stock and (ii) a one-time additional penalty of $1,490,000, payable, at the
option of RGC, in cash or additional shares of Common Stock.

     On March 30, 2000, RGC served notice on the Company seeking redemption of
all of the outstanding shares of Series C Preferred Stock for an aggregate cash
payment of $17,447,000. It is expected that all of RGC's claims shall be
addressed under the terms of the Company's Plan of Reorganization.

                                       12

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

RESULTS OF CONTINUING OPERATIONS

RECENT DEVELOPMENTS

    On March 29, 2000, the Company entered into an agreement-in-principle with
the holders of the Senior Notes providing for conversion of the full amount of
their $75,000,000 of debt into approximately 84% of the common equity of the
Company. In addition, under the agreement-in-principle with the holders of the
Senior Notes, an additional $5,121,000 of unsecured notes would also be
converted into approximately 6% of the common equity of the Company. On April 7,
2000, the Company filed a Plan of Reorganization reflecting the terms of the
agreement-in-principal, and commenced proceedings under Chapter 11 of the
Federal Bankruptcy Code. The Plan of Reorganization is subject to Bankruptcy
Court approval and applies only to the parent company and none of its operating
subsidiaries. In addition, physician relationships, trade credit and employee
obligations of the Company will not be impaired. There can be no assurance,
however, that the Company will be successful in consummating the reorganization
as described above.

REVENUE RECOGNITION

     At each of the Company's diagnostic imaging centers, all medical services
are performed exclusively by physician groups (the "Physician Group" or the
"Interpreting Physician(s)"), generally consisting of radiologists with whom the
Company has entered into independent contractor agreements. Pursuant to these
agreements, the Company has agreed to provide equipment, premises, comprehensive
management and administration, (typically including billing and collection of
receivables), and technical imaging services to the Interpreting Physician(s).

     Net service revenues are reported, when earned, at their estimated net
realizable amounts from third party payors, patients and others for services
rendered at contractually established billing rates which generally are at a
discount from gross billing rates. Known and estimated differences between
contractually established billing rates and gross billing rates ("contractual
allowances") are recognized in the determination of net service revenues at the
time services are rendered. Subject to the foregoing and various state and
Federal regulations, imaging centers operated or managed by the Company
recognize revenue under one of the three following types of agreements with
Interpreting Physician(s):

         Type I--Pursuant to facility service agreements with Interpreting
     Physician(s) or Physician Group, the Company receives a technical fee for
     each diagnostic imaging procedure performed at a center, the amount of
     which is dependent upon the type of procedure performed. The fee included
     in revenues is net of contractual allowances. The Company and the
     Interpreting Physician(s) or Physician Group proportionally share in any
     losses due to uncollectible amounts from patients and third party payors,
     and the Company has established reserves for its share of the estimated
     uncollectible amount.

        Type II--The Company bills patients and third party payors directly for
     services provided and pays the Interpreting Physician(s) either (i) a fixed
     percentage of fees collected for services performed at the center, or (ii)
     a contractually fixed amount based upon the specific diagnostic imaging
     procedures performed. Revenues are recorded net of contractual allowances
     and the Company accrues the Interpreting Physician(s) fee as an expense on
     the Consolidated Statements of Operations. The Company bears the risk of
     loss due to uncollectible amounts from patients and third party payors, and
     the Company has established reserves for the estimated uncollectible
     amount.

         Type III--Pursuant to a facility service agreement, the Company
     receives, from an affiliated


                                       13

<PAGE>

     physician association, a fee for the use of the premises, a fee per
     procedure for acting as billing and collection agent, and a fee for
     administrative and technical service performed at the centers. The
     affiliated physician association contracts with and pays directly the
     Interpreting Physician(s). The Company's fee, net of an allowance based
     upon the affiliated physician association's ability to pay after the
     association has fulfilled its obligations (i.e., estimated future net
     collections from patients and third party payors less Interpreting
     Physician(s) fees and, in certain instances, facility lease expense),
     constitutes the Company's net service revenues. Since the Company's net
     service revenues are dependent upon the amount ultimately realized from
     patient and third party receivables, the Company's revenue and receivables
     have been reduced by an estimate of patient and third party payor
     contractual allowances, as well as an estimated provision for uncollectible
     amounts.

     During the third quarter of 1999, the Company changed the billing structure
of 19 imaging centers from Type I and Type II into Type III centers.

     Revenues derived from Medicare and Medicaid are subject to audit by such
agencies. No such audits have been initiated and the Company is not aware of any
pending audits.

     The Company also recognizes revenue from the licensing and/or sale of
software and hardware comprising radiology information systems which the Company
has developed. Such revenues are recognized on an accrual basis as earned.

     For the six months ended June 30, 2000, the fees received or retained by
the Company under the three types of agreements with Interpreting Physician(s)
described above, expressed as a percentage of gross billings net of contractual
allowances for the imaging services provided, range from 78% to 89% for the
Type I agreements, 77% to 91% for the Type II agreements and 77% to 89% for the
Type III agreements. These agreements generally have terms ranging from one to
ten years.

QUARTER ENDED JUNE 30, 2000 COMPARED TO THE QUARTER ENDED JUNE 30, 1999

     For the quarter ended June 30, 2000, total Company net service revenues
were $36,693,000 compared to $40,720,000 for the quarter ended June 30, 1999, a
decrease of $4,027,000 or 10%. The decrease in net service revenues was due
principally to the ongoing decline in reimbursement rates of managed care
payors, and the impact of the sale and closure of eighteen underperforming
imaging centers during 1999 and the first half of 2000. This decrease was
partially offset by an increase in same-store gross revenues (before contractual
allowances) of 1%.

     In general, healthcare providers have been experiencing gradual
reimbursement rate declines over the past three years and this is expected to
continue through 2000 due to factors such as the expansion of managed care in
the United States and budgetary pressures placed on U.S. government agencies.
The Company will attempt to mitigate the impact of any further decline in
reimbursement rates by decreasing its costs and increasing patient referral
volumes. Nevertheless, if the rate of decline in reimbursement rates were to
materially increase, or if the Company is unsuccessful in reducing its costs or
increasing its volumes over time, the Company's results could be materially and
adversely affected.

     With respect to procedure volumes, management believes the domestic
diagnostic imaging industry has experienced recent growth in MR and CT
procedures of approximately 6-7% per year. Such growth is expected to continue
in the near future. However, management believes that this growth in procedures
is being largely offset in a number of the Company's markets by an increase in
capacity. This increase in capacity is the result of the opening of competing
new centers as well as the upgrade of existing equipment which reduces the time
it takes for procedures to be performed. If the number of imaging centers
continues to increase, the Company's future procedure volumes and net revenues
could be materially adversely affected over time.


                                       14

<PAGE>

     Management believes that in order to remain competitive in the marketplace,
it must maintain high quality, state-of-the-art medical equipment. Accordingly,
under the Company's equipment replacement program, the Company replaced or
upgraded fourteen MRI systems and eleven CT systems in its centers during 1999.
In addition, the Company expects to replace or upgrade a total of an additional
nineteen MRI systems and eight CT systems during 2000. Over time, the Company
expects to achieve increased volumes due to this equipment replacement program.
While the Company intends to finance new diagnostic equipment via operating
leases, there can be no assurance that such financing will remain available over
the course of the planned equipment upgrade program. Consequently, if such
financing or alternate financing were to become unavailable, the Company's
future procedure volumes and net revenues could be materially adversely affected
over time.

     Costs of services for the quarter ended June 30, 2000 were $25,108,000
compared to $26,134,000 for the quarter ended June 30, 1999, a decrease of
$1,026,000 or 4%. This decrease was due primarily to the impact of the sale and
closure of eighteen imaging centers during 1999 and the first half of 2000.

     Gross profit margins, which represent net service revenue less cost of
services as a percent of net service revenue, decreased for the quarter ended
June 30, 2000 to 32% from 36% for the quarter ended June 30, 1999. This decrease
was due primarily to the impact of the decline in reimbursement rates described
above.

     The provision for uncollectible accounts receivable for the quarter ended
June 30, 2000 was $1,410,000, or 4% of related net service revenues, compared to
the second quarter 1999 provision of $1,945,000, or 5% of related net service
revenues. The Company is continuing to focus on reducing its provision for
uncollectible accounts receivable through improvements made in information
systems, reorganization of billing management and increased emphasis in
rebilling and disputing denials by the Company's payors.

     Corporate general and administrative expense for the quarter ended June 30,
2000 was $2,770,000, as compared to $2,977,000 for the quarter ended June 30,
1999, an decrease of 7%. This decrease was primarily due to lower legal costs
and corporate level headcount reductions.

     Equipment lease expense for the quarter ended June 30, 2000 was $3,476,000,
as compared to $2,234,000 for the quarter ended June 30, 1999, an increase of
$1,242,000, due to the equipment replacement program described above.

     Depreciation and amortization expense for the quarter was $4,558,000,
compared to $5,709,000 for the second quarter of 1999, or a decrease of
$1,151,000. The decrease was primarily due to lower diagnostic equipment
depreciation, which was primarily the result of the Company entering into new
operating leases during 1999 and the first half of 2000 in connection with the
equipment replacement program described above.

     During the second quarter of 2000, the Company recorded losses attributable
to the sale and closure of diagnostic imaging centers of $522,000. The loss
consists of (i) $194,000 for the net loss on the sale of diagnostic imaging
centers and (ii) $328,000 for current period charges attributable to centers
previously sold or closed.

     During the second quarter of 2000 and 1999, the Company recorded other
unusual charges of $810,000 and $434,000, respectively. The 2000 charge consists
of professional fees associated with the Company's proceedings under Chapter 11
of the Federal Bankruptcy Code. The 1999 charge consists of costs associated
with the shareholder class action lawsuit and other related litigation (the
shareholder class action lawsuit was settled during the third quarter of 1999).


                                       15

<PAGE>

     The Company will incur additional professional fees during the remainder of
2000 related to its proceedings under Chapter 11 of the Federal Bankruptcy Code,
and could incur additional unusual charges related to the possible sale and
closure of additional imaging centers.

     Net interest expense for the quarter ended June 30, 2000 was $2,561,000 as
compared to $2,824,000 for the quarter ended June 30, 1999, a decrease of
$263,000. This decrease was primarily attributable to the reduction in notes
payable and capitalized lease obligations. Included in interest expense for the
quarter ended June 30, 2000 is $2,079,000 related to accruals of interest
subsequent to April 7, 2000 on debt subject to compromise. Under the Company's
Plan of Reorganization, debt subject to compromise and its accrued but unpaid
interest would be converted into common equity.

     The Company's loss for the quarter ended June 30, 2000 was increased by
$293,000 attributable to minority interests, as compared to an increase in the
Company's loss of $300,000 for the quarter ended June 30, 1999.

     The provision for income taxes for the quarter ended June 30, 2000 was
$100,000 as compared to $220,000 for the comparable period last year. The
provision for income taxes for the quarter ended June 30, 2000 and 1999 consists
entirely of estimated state income taxes. For both quarters, a benefit for
income taxes related to the Company's losses has not been recorded due to the
uncertainty regarding the realization of the full amount of the Company's
deferred tax assets.

     The Company's net loss for the quarter ended June 30, 2000 was $4,915,000
compared to $2,057,000 for the quarter ended June 30, 1999.

     The net loss  applicable to common  stockholders  (used in computing loss
per common share) in the quarters ended June 30, 2000 and 1999 includes charges
of $102,000 and $109,000, respectively, as a result of the accretion of the
Company's Series C Preferred Stock.

SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1999

     For the six months ended June 30, 2000, total Company net service revenues
were $75,156,000 compared to $82,608,000 for the six months ended June 30, 1999,
a decrease of $7,452,000 or 9%. The decrease in net service revenues was due
principally to the ongoing decline in reimbursement rates of managed care
payors, and the impact of the sale and closure of eighteen underperforming
imaging centers during 1999 and first half of 2000. This decrease was partially
offset by an increase in same-store gross revenues (before contractual
allowances) of 2%.

     Costs of services for the six months ended June 30, 2000 were $50,961,000
compared to $53,397,000 for the six months ended June 30, 1999, a decrease of
$2,436,000 or 5%. This decrease was due primarily to the impact of the sale and
closure of eighteen imaging centers during 1999 and the first half of 2000.

     Gross profit margins, which represent net service revenue less cost of
services as a percent of net service revenue, decreased for the six months ended
June 30, 2000 to 32% from 35% for the six months ended June 30, 1999. This
decrease was due primarily to the impact of the decline in reimbursement rates
described above.

    The provision for uncollectible accounts receivable for the six months
ended June 30, 2000 was $3,104,000, or 4% of related net service revenues,
compared to the six months 1999 provision of $4,147,000, or 5% of related net
service revenues.

    Corporate general and administrative expense for the six months ended
June 30, 2000 was $5,858,000, as compared to $5,687,000 for the six months
ended June 30, 1999, an increase of 3%.


                                       16

<PAGE>

    Equipment lease expense for the six months ended June 30, 2000 was
$6,792,000 as compared to $4,270,000 for the six months ended June 30, 1999, an
increase of $2,522,000, due to the equipment replacement program described
above.

     Depreciation and amortization expense for the six months was $9,340,000,
compared to $11,315,000 for the six months of 1999, or a decrease of $1,975,000.
The decrease was primarily due to lower diagnostic equipment depreciation, which
was primarily the result of the Company entering into new operating leases
during 1999 and the first half of 2000 in connection with the equipment
replacement program described above.

     During the six months ended June 30, 2000, the Company recorded losses
attributable to the sale and closure of diagnostic imaging centers of
$1,148,000. The loss consists of (i) $548,000 for the net loss on the sale of
diagnostic imaging centers and (ii) $600,000 for current period charges
attributable to centers previously sold or closed.

     During the six months ended June 30, 2000 and 1999, the Company recorded
other unusual charges of $1,767,000 and $714,000, respectively. The 2000 charge
consists of professional fees associated with the Company's proceedings under
Chapter 11 of the Federal Bankruptcy Code. The 1999 charge consists of cost
associated with the shareholder class action lawsuit and other related
litigation (the shareholder class action lawsuit was settled during the third
quarter of 1999).

     Net interest expense for the six months ended June 30, 2000 was $5,232,000
as compared to $5,629,000 for the six months ended June 30, 1999, a decrease of
$397,000. This decrease was primarily attributable to the reduction in notes
payable and capitalized lease obligations. Included in interest expense for the
six months ended June 30, 2000 is $2,079,000 related to accruals of interest
subsequent to April 7, 2000 on debt subject to compromise. Under the Company's
Plan of Reorganization, debt subject to compromise and its accrued but unpaid
interest would be converted into common equity.

    The Company's loss for the six months ended June 30, 2000 was increased
by $751,000 attributable to minority interests, as compared to an increase in
the Company's loss of $624,000 for the six months ended June 30, 1999.

     The provision for income taxes for the six months ended June 30, 2000 was
$200,000 as compared to $350,000 for the comparable period last year. The
provision for income taxes for the six months ended June 30, 2000 and 1999
consists entirely of estimated state income taxes. For both periods, a benefit
for income taxes related to the Company's losses has not been recorded due to
the uncertainty regarding the realization of the full amount of the Company's
deferred tax assets.

     The Company's net loss for the six months ended June 30, 2000 was
$9,997,000 compared to $3,525,000 for the six months ended June 30, 1999.

     The net loss applicable to common stockholders (used in computing loss per
common share) in the six months ended June 30, 2000 and 1999 includes charges of
$206,000 and $220,000, respectively, as a result of the accretion of the
Company's Series C Preferred Stock.

                                       17

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW

     During the six months ended June 30, 2000, the Company's primary sources of
cash flow was comprised of $6,110,000 from the sale of diagnostic imaging
centers, and $3,088,000 from operations. The primary use of cash was repayment
of principal amount of capital lease obligations and notes and mortgages payable
totaling $8,829,000.

     During the six month ended June 30, 1999, the Company's primary source of
cash flow was comprised of $4,209,000 from operations, a reduction in the
Company's cash balances of $6,520,000, and other borrowings of $1,515,000. The
primary use of cash was repayment of principal amount of capital lease
obligations and notes and mortgages payable of $11,206,000.

FINANCIAL RESOURCES AND LIQUIDITY

    On March 29, 2000, the Company entered into an agreement-in-principle with
the holders of the Senior Notes providing for conversion of the full amount of
their $75,000,000 of debt into approximately 84% of the common equity of the
Company. In addition, under the agreement-in-principle with the holders of the
Senior Notes, an additional $5,121,000 of unsecured notes would also be
converted into approximately 6% of the common equity of the Company. On April 7,
2000, the Company filed a Plan of Reorganization reflecting the terms of the
agreement-in-principal, and commenced proceedings under Chapter 11 of the
Federal Bankruptcy Code. The Plan of Reorganization is subject to Bankruptcy
Court approval and applies only to the parent company and none of its operating
subsidiaries. In addition, physician relationships, trade credit and employee
obligations of the Company will not be impaired. There can be no assurance,
however, that the Company will be successful in consummating the reorganization
as described above.

     Under Chapter 11 of the Federal Bankruptcy Code, certain claims against the
Debtor in existence prior to the filing of the petitions for relief under the
Federal bankruptcy laws are stayed while the Debtor continues business
operations as Debtor-in-Possession. These claims are reflected in the June 30,
2000 balance sheet as "liabilities subject to compromise." Additional claims
subject to compromise may arise subsequent to the filing date resulting from
rejection of executive contracts, including leases, and from the determination
by the court (or agreed to by parties in interest), or as a result of allowed
claims for contingencies and other disputed amounts.

    In addition to reaching the agreement with the holders of the Senior Notes
described above, the Company has taken various actions to improve the Company's
liquidity, including the following: (i) during 1999 and the first half of 2000,
the Company sold or closed eighteen underperforming centers generating net
proceeds to the Company of $6,891,000 and resulting in the elimination of
operations which had generated aggregate pretax operating losses of $6,043,000
during 1999, and (ii) the Company deferred certain payments to its creditors, as
described above, in anticipation of reaching an agreement with such creditors.

    The financial statements do not include any further adjustments reflecting
the possible future effects on the recoverability and classification of assets
or the amount and classification of liabilities that may result from the outcome
of this uncertainty or the consummation of the reorganization.

    Prior to 1998, the Company incurred substantial debt in connection with
acquisitions of imaging centers. As of June 30, 2000, the Company's debt,
including capitalized lease obligations, totaled $107,345,000. Cash available to
the Company for general corporate use increased from $3,827,000 at December 31,
1999 to $4,950,000 as of June 30, 2000. These balances exclude cash held by
non-wholly


                                       18

<PAGE>

owned affiliates as of the indicated dates, since such cash amounts are not
readily available to the Company for general corporate purposes. However, some
portion of such excluded cash is expected to be available to satisfy that
portion of the Company's year 2000 scheduled debt repayments which are
attributable to non-wholly owned affiliates.

    Other than operating lease obligations to finance new diagnostic equipment,
the Company does not expect to incur significant additional debt in the near
future. Additionally, due to the proceeds from the sale of certain centers and
due to improvements made and being made to the Company's billing and collections
systems and procedures, the Company expects, on a same store basis, average
monthly cash flows during 2000 to improve from the level achieved during 1999.
Provided that the Company is able to continue to show improvement in its cash
collections, and assuming that the Company reaches satisfactory resolution with
the Senior Note holders and its other lenders regarding its Plan of
Reorganization, management believes that existing available cash balances plus
expected cash flow from operations will be adequate to fund the Company's
expected cash requirements for the next twelve months.

OTHER OBLIGATIONS OF THE COMPANY

     In connection with certain of the Company's acquisitions, the Company has
also agreed with certain sellers that all or a portion of the consideration for
such acquisitions will be paid on a contingent basis based upon the
profitability, revenues or other financial criteria of the acquired business
during an agreed-upon measurement period following the closing of the
acquisition (usually, one to three years). The specific terms of such contingent
consideration differs for each acquisition. In connection with certain
acquisitions, the Company and the relevant sellers have agreed to a maximum
amount of contingent consideration and in other cases the parties have agreed
that any payment of such contingent consideration may be paid in cash or shares
of Common Stock, or a combination of both. Contingent consideration associated
with acquisitions is recorded as additional purchase price when resolved.

     As of June 30, 2000, 14,175 shares of the Company's Series C Convertible
Preferred Stock, $1,000 stated value per share (the "Series C Preferred Stock")
are outstanding and held by RGC International, LDC ("RGC"). Each share of the
Series C Preferred Stock is convertible into such number of shares of Common
Stock as is determined by dividing the stated value ($1,000) of each share of
Series C Preferred Stock plus 3% per annum from the closing date to the
conversion date by the lesser of (i) $62.10 or (ii) the average of the daily
closing bid prices for the Common Stock for the five (5) consecutive trading
days ending five (5) trading days prior to the date of conversion.

     As a result of the Company's failure to register the shares of Common Stock
issuable upon conversion of the Series C Preferred Stock prior to September 15,
1998 (the date required under the Preferred Stock Agreement) and the delisting
of the Company's Common Stock from NASDAQ in April 1999, RGC was entitled to
demand: (i) the Company repurchase all of the outstanding Series C Preferred
Stock and (ii) a one-time additional penalty of $1,490,000, payable, at the
option of RGC, in cash or additional shares of Common Stock.

     On March 30, 2000, RGC served notice on the Company seeking redemption of
all of the outstanding shares of Series C Preferred Stock for an aggregate cash
payment of $17,447,000. It is expected that all of RGC's claims shall be
addressed under the terms of the Company's Plan of Reorganization.

     In addition to matters discussed above, the Company is subject to
litigation that may require additional future cash outlays.


                                       19

<PAGE>

COMMON STOCK

     On April 22, 1999, due to the Company's failure to meet the continued
listing requirements of the Nasdaq National Market and the Nasdaq SmallCap
Market, the Company's Common Stock was delisted by Nasdaq. The Company's Common
Stock is now traded on the OTC Bulletin Board, an electronic quotation service
for NASD Market Makers. There can be no assurance that the Company's Common
Stock will continue to trade on the OTC Bulletin Board.

     The Company has never declared a dividend on its Common Stock and under the
Company's Senior Note agreement, the payment of such dividends is not permitted.

SEASONALITY AND INFLATION

     The Company believes that its business is only moderately affected by
seasonality. The third quarter is typically the slowest quarter of the year
because the months of July and August are the principal vacation months of the
year. The impact of inflation and changing prices on the Company has been
primarily limited to salary, medical and film supplies and rent increases and
has not been material to date to the Company's operations. Notwithstanding the
foregoing, general inflation trends and continuing reimbursement rate pressures
in the future may cause the Company not to be able to raise prices for its
diagnostic imaging procedures by an amount sufficient to offset the negative
effects of increasing costs. While the Company has responded to these concerns
in the past by attempting to increase the volume of its business, there can be
no assurance that the Company will be able to increase its volume of business in
the future. These trends, if continued over time, could have a material adverse
effect on the financial results of the Company.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

     Statements contained in this Report that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Investors are cautioned that forward-looking
statements are inherently uncertain. Actual performance and results may differ
materially from that projected or suggested herein due to certain risks and
uncertainties including, without limitation: the ability of the Company to
consummate a Plan of Reorganization pursuant to its agreement with the holders
of the $75,000,000 of Senior Notes; the ability of the Company to generate net
positive cash flows from operations; the ability of the Company to obtain
financing (and any required consents and approvals) to fund its operations as
needed; the payment timing and ultimate collectibility of accounts receivable
from different payer groups (including personal injury type); the impact of a
changing mix of managed care and personal injury claim business on contractual
allowance provisions, net revenues and bad debt provisions; the availability of
lease financing, in general and on reasonable terms, for the replacement or
upgrade of the Company's diagnostic equipment as required to remain competitive;
and the effects of Federal and state laws and regulations on the Company's
business over time. Additional information concerning certain risks and
uncertainties that could cause actual results to differ materially from that
projected or suggested is contained in the Company's filings with the Securities
and Exchange Commission (SEC) over the last 12 months, copies of which are
available from the SEC or from the Company upon request.


                                       20

<PAGE>


II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     A.  EXHIBITS

         None

     b.  REPORTS ON FORM 8-K

     On April 11, 2000, the Company filed a Current Report of Form 8-K
reporting that it had filed a pre-negotiated Joint Plan of Reorganization and
commenced proceedings under Chapter 11 of the Federal Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New York.


                                       21

<PAGE>

                                   SIGNATURES

    Pursuant to the requirements 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.

                                      MEDICAL RESOURCES, INC.


                                      /s/ GEOFFREY A. WHYNOT
                                      ---------------------------------------
                                      Geoffrey A. Whynot
                                      CO-CHIEF EXECUTIVE OFFICER AND
                                      CHIEF FINANCIAL OFFICER
                                      (PRINCIPAL EXECUTIVE OFFICER)



                                      /s/ STEVEN M. VELLA
                                      ---------------------------------------
                                      Steven M. Vella
                                      VICE PRESIDENT-FINANCE
                                      (PRINCIPAL ACCOUNTING OFFICER)


Date: August 14, 2000