SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                F O R M 10-KSB/A

|X|   ANNUAL REPORT PURSUANT TO SECTION l3 OR l5(d) OF THE SECURITIES EXCHANGE
      ACT OF l934

For the fiscal year ended December 31, 2000

                                       OR

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

For the transition period from _____ to _____.

                       Commission file number 33-37674-NY

                                EDG CAPITAL, INC.
             (Exact name of registrant as specified in its charter)

            New York                                    11-3023098
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

    700 Stewart Avenue, Garden City, New York             11530
    (Address of principal executive offices)           (Zip Code)

       Registrant's telephone number, including area code: (516) 222-7749

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
       N/A                                                N/A

Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $0.001 per share.

      The Registrant hereby amends the following items, financial statements,
exhibits or other portions of its Annual Report on Form 10-KSB for the year
ended December 31, 2000 as set forth in the pages attached hereto:

Item 1. Description of Business

Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Item 7. Financial Statements.

Item 13. Exhibits and Reports on Form 8-K

<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS

General

      EDG was organized as a New York corporation in 1990 for the purpose of
investing in any and all types of assets, properties and businesses. Until it
acquired ISI, EDG had not engaged in any business operations.

Acquisition of ISI

      On September 13, 2000, EDG acquired 100% of the outstanding capital stock
of ISI. The acquisition of ISI was effected pursuant to an Agreement and Plan of
Merger dated September 8, 2000, by and among EDG, MRM Merger Sub, Inc., a New
York corporation and wholly-owned subsidiary of EDG, and ISI. On September 13,
2000, MRM Merger Sub, Inc. was merged with and into ISI, with ISI being the
surviving corporation, and ISI became a wholly-owned subsidiary of EDG.

      Pursuant to the Agreement and Plan of Merger, all of ISI's outstanding
common stock, excluding its treasury stock, which was cancelled, was converted
into the right to receive an aggregate of 7,440,005 shares of EDG's common
stock. Simultaneously with the closing of the acquisition, EDG effected a
2.57315-for-one stock split in the form of a stock dividend payable to
shareholders of record on August 23, 2000 (with all fractional shares being
rounded up), and raised gross proceeds of $2,100,000 in a private placement to
accredited investors of 2,603,844 shares of common stock at a price of $.8065
per share.

      At the closing of the acquisition of ISI, the existing board of directors
of EDG resigned, the board was increased to six persons and six new directors
were appointed to fill the vacancies on the board. In January 2001, three
directors resigned, the board was reduced to five persons and one new director
was elected to fill one of the vacancies on the board. The remaining vacancy was
filled in May 2001 when a fifth director was elected.

      If our shareholders approve, we intend to amend EDG's certificate of
incorporation to change its name to "Isotope Solutions Group, Inc."

Operations

Nuclear Pharmaceutical Research and Development

      Cancer and Chemotherapy

      Cancer is a disease involving the reproduction and division of the body's
cells. Normally, all cells divide and reproduce themselves in a controlled
manner. In cancer, however, cells multiply uncontrollably and form a lump, known
as a tumor, or excess white blood cells, as in leukemia. Occasionally cancer
cells break away from a tumor and travel to other parts of the body through the
bloodstream or the fine channels of the lymphatic system. When these cancer
cells reach other parts of the body they may settle and start to develop into
new tumors, known as secondary cancers or metastases.

      Chemotherapy is the use of drugs to destroy cancer cells. A typical
chemotherapy treatment involves the use of one or several drugs from an array of
about 50 different available drugs. Chemotherapy drugs work by inhibiting a
cancerous cell's ability to divide and reproduce itself, so that it eventually
dies. Unfortunately, chemotherapy drugs may also affect normal cells in the body
and cause unpleasant side effects that typically disappear shortly after
treatment completion.

      Using our patents, we are developing the following two anti-cancer
technologies:

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      Radioactive Cisplatin Technology

      Barnett Rosenberg, a biophysicist at Michigan State University, first
discovered non-radioactive cisplatin's potential as an anti-cancer agent in
1961. While testing electromagnetic effects on cell division, Mr. Rosenberg
discovered that dichlorodiamineplatinum, a platinum-based drug known as
cisplatin, blocked the division of cells exposed to the drug. Over the next 18
years, scientists worldwide researched and developed cisplatin, hoping that the
drug would control cancerous cells' unchecked division. Researchers found that
the drug not only slowed cell division, but also slowed the repair of
radiation-induced damage, shrinking cancerous tumors, allowing more oxygen to
reach cells, and sensitizing the cells to further radiation treatments.
Cisplatin went on to become a top-selling cancer drug used in the treatment of
many cancerous tumors.

      The radioactive cisplatin used in our radioactive cisplatin technology,
195mPt-Cisplatin, is chemically identical to standard cisplatin except that the
platinum it contains has been made radioactive. Radioactive cisplatin is
designed to deliver high doses of radioactivity directly into the tumor cells.

      We believe that our radioactive cisplatin technology will take advantage
of cisplatin's ability to bind directly to tumor cell DNA and will deliver
intense, localized radiation within solid tumors. We believe that this should
minimize injury to surrounding tissues and organs.

      In June 2000, Dr. Stanley E. Order was granted patent No. 6,074,626 by the
U.S. Patent and Trademark Office covering "Radioactive Cisplatin in the
Treatment of Cancer." In March 1999, Dr. Order assigned the application for this
patent to ISI in consideration for ISI's agreement to provide services under the
management/license agreement between ISI and Stanley E. Order, M.D., P.C. We
paid Dr. Order one dollar for the assignment of this patent. We are not
obligated to pay him or his medical group any royalties in the future. As a
result of this assignment, ISI owns all rights to the radioactive cisplatin
technology described in Dr. Order's patent.

      The Food and Drug Administration requires that new drugs undergo thorough
clinical testing before granting approval for the marketing of the drugs. The
length and number of the required studies depends on many factors, including the
type of drug and the condition being treated. Another factor influencing the
duration of studies is the ability to recruit, in a timely manner, a sufficient
number of patients with the condition to be treated. In addition, as with all
research, the outcome of research studies cannot be predicted with certainty. We
describe the process for obtaining FDA approval of a new drug in more detail
under "Government Regulation," below.

      In July 2000, Iso-Tex Diagnostics, a Texas-based radio-pharmaceutical
company, informed us that it had successfully produced and tested a batch of the
radioactive cisplatin used in our radioactive cisplatin technology, and it
believed it would be able to provide us with the materials we will need to
commence clinical trials. We do not have any formal agreement with Iso-Tex
Diagnostics and obtain the radioactive cisplatin from them on an as-needed
basis. In August 2000, Center for Molecular Medicine retained a third party,
Chesapeake Regulatory Group, to prepare an Investigational New Drug Application
to file with the FDA. In May 2001, ISI entered into a similar agreement with
Chesapeake Regulatory Group that replaced the agreement between Center for
Molecular Medicine and Chesapeake Regulatory Group. On June 4, 2001, ISI filed
an IND with the FDA seeking permission to conduct clinical studies of the use of
radioactive cisplatin in the treatment of liver cancer. We intend to expand the
IND in the future to include clinical studies of the drug in the treatment of
bladder, lung, brain, gastric, head and neck, pancreatic and esophageal cancer.
We may also expand the IND to include clinical studies of the drug in the
treatment of gynecological, breast, colon and prostate cancer. On July 9, 2001,
we received FDA approval to commence the clinical studies. We have begun to
incur significant expenses in connection with the launch of the Phase I studies,
including expenses for the manufacture of radioactive cisplatin, quality
assurance and processing costs, clinical studies administration, marketing to
attract patients, website


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<PAGE>

development and translation, foreign patent protection, and additional
administrative personnel, office space and equipment. We expect that these costs
may exceed $5,000,000 during the first year of the studies.

      We will need data from a minimum of three clinical studies of our
radioactive cisplatin technology in order to demonstrate to the FDA that this
technology is safe and effective. We expect that the initial study will be a 15
patient Phase I safety study that will last up to two years. The medical groups
we manage are presently preparing this Phase I study and we expect that it will
commence in the fourth quarter of 2001. The timing of the commencement of this
study will depend primarily on how quickly the medical groups can attract
patients for the study. We expect that the medical groups we manage will need to
conduct two Phase II studies, involving perhaps 60 patients each, to determine
the proper dose, effectiveness, and safety of the technology. We expect that the
Phase II studies, which may last several years, will involve various solid tumor
cancers. It is possible that a Phase III study may be necessary depending on the
results of the Phase II studies. Because we do not know how much research will
be required in order to support approval of this technology, we cannot be
certain how long it will take or how much additional costs we will incur before
we can market this technology for these indications.

      From 1997 through December 31, 2000, we incurred an aggregate of
approximately $190,000 in research and development costs relating to our
radioactive cisplatin technology. During the first quarter of 2001, we incurred
approximately $70,000 of additional research and development costs relating to
the radioactive cisplatin technology.

      Colloidal P32/MAA Use And Delivery System

      Our colloidal P32 macro-aggregated albumin use and delivery system uses a
protective albumin integration to allow direct injection of colloidal P32/MAA
into tumors without damaging healthy surrounding tissue. Colloidal P32 is an
isotope of phosphorus made into a colloid. A colloid is a substance resembling
glue that is sticky to human tissue. In addition, as a colloid the particles of
P32 are larger in size so that they cannot circulate within the body as easily
as the non-colloidal form. Macro-aggregated albumin is derived from human
albumin, which is a normal protein in the blood. The albumin is heated slightly
to make it into larger particles. The direct injection of colloidal P32/MAA can
deliver over 300 times the normal radiation dosage available through
conventional external beam radiation without debilitating side effects.
Moreover, the radioactive albumin is distributed evenly throughout the tumor to
microscopic cells that are often unreachable with standard radiation methods.

      In June 1995 Dr. Stanley E. Order was granted patent No. 5,424,288 by the
U.S. Patent and Trademark Office covering a "Method of Treating Solid Tumor
Cancers Utilizing Macro Aggregated Proteins and Colloidal Radioactive
Phosphorus." In July 1996 Dr. Order was granted Patent No. 5,538,726 by the U.S.
Patent and Trademark Office covering a "Method and Compositions for Delivering
Cytotoxic Agents to Cancer." In March 1999 and August 2000, Dr. Order formally
assigned patents Nos. 5,424,288 and 5,538,726 to ISI in each case in
consideration for ISI's agreement to provide services under the
management/license agreement between ISI and Stanley E. Order, M.D., P.C. Both
of these patents had been orally assigned to ISI by Dr. Order in December 1997
when the parties entered into the management/license agreement. We paid Dr.
Order one dollar for the assignment of each of these patents. Dr. Order assigned
the patents to us because we agreed to help him establish a practice and to
provide the space, supplies, equipment and working capital advances, pursuant to
the management/license agreement, to enable him to do so. We are not obligated
to pay him or his medical group any royalties in the future. As a result of
these assignments, ISI owns all rights to the colloidal P32/MAA technology
described in Dr. Order's patents.

      The Center for Molecular Medicine and Mitchell E. Levine, M.D., P.C.,
d/b/a Center for Neuro-Oncology, have used our colloidal P32/MAA use and
delivery system to assist in treating lethal cancers. In addition, one other
center conducting clinical trials in the United States and two other centers
conducting research in Europe are using the technology with our permission. In
the United States, Dr. Gary Stillwagon, M.D., of Northside Hospital in Johnston
Ferry, Georgia, and in Europe, The Department of Radiology, Oncology & Clinical


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Immunology of Uppsala University in Uppsala, Sweden, and the Department of
Radiation Oncology and Nuclear Radiation of the Institut Jules Bordet, Centre
des Tumeurs de l'Universite Libre de Bruxelles in Brussels, Belgium, are
conducting research using the colloidal P32/MAA technology. We do not have any
written agreements with these centers.

      The medical groups we manage have conducted Phase I and II National Cancer
Institute-listed clinical trials of our colloidal P32/MAA use and delivery
system in various treatment applications, including pancreatic, lung, colon,
head and neck and brain cancers.

      The medical groups we manage have enrolled over 90 patients in three
separate studies of our colloidal P32/MAA technology. One study, a Phase II
study involving pancreatic cancer that has not previously been treated using
other methodologies, is nearing completion. We expect that a second Phase II
study, involving pancreatic cancer that has previously been treated using other
methodologies, will be completed in approximately two years. We expect that the
third study, a Phase I study involving brain cancer, will be completed in
approximately six months. We expect that Phase II studies in brain cancer, which
will follow the Phase I study, will take an additional three to four years. The
researchers in the medical groups we manage are continuing to accrue and treat
patients in the Phase II study of pancreatic cancer that has not previously been
treated with other methodologies and are analyzing the data gathered in the
studies. Once patient accrual and treatment and data analysis are complete, we
intend to approach the FDA regarding the adequacy of this data to support
approval of the product for this indication. We intend to approach the FDA
regarding the adequacy of the data from the other Phase II studies once the
studies and the analysis of the data gathered in the studies have been
completed. It is possible that the FDA may require that a Phase III study be
conducted for one or more of these indications. Because we do not know how much
additional research will be required in order to support approval of this
technology for each of these indications, we cannot be certain how long it will
take or how much additional costs we will incur before we can market this
technology for these indications.

      The studies being conducted by the Center for Molecular Medicine and the
Center for Neuro-Oncology have included the treatment of non-resectable
(non-removable) pancreatic cancer, high-grade brain tumors, non-small cell lung
cancer, recurrent colon cancer and head and neck tumors. In conjunction with
these studies, physicians associated with these groups have conducted more than
600 colloidal P32/MAA infusion procedures during the past nine years. The Phase
I/II clinical trials of our colloidal P32/MAA brachytherapy treatment for
non-resectable pancreatic cancer and other solid tumors have produced promising
results. Brachytherapy means short distance therapy and refers to the fact that
isotopes can be used for therapy in a limited area of the body. Phase I results
achieved a median survival of one year, comparing favorably with Gemzar(R), a
chemotherapeutic drug produced by Eli Lilly and Company that has a 5.7-month
median survival. Subsequently, the ongoing Phase II study has yielded
significant interim data. The two longest pancreatic cancer survivors in Phase
II are cancer free more than four and six years after receiving treatment.

Research Expenses

      From 1997 through December 31, 2000, we incurred an aggregate of
approximately $1,467,000 in research and development costs relating to our
colloidal P32/MAA technology. During the first quarter of 2001, we incurred
approximately $184,000 of additional research and development costs relating to
our colloidal P32/MAA technology.

      Although we supply the medical groups with the supplies they need to
conduct the clinical studies, we recoup the costs of these supplies through the
management fees we receive from the medical groups. The medical groups bill the
patients participating in the studies for the treatments they are given.
Consequently, the patients, and their insurance companies, provide revenue to
the medical groups, who in turn pay us management and licensing fees, thus
providing funding that supports the clinical studies of our nuclear
pharmaceuticals. If we were to conduct this research on our own, without the
medical groups, the costs would be prohibitive since


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they would not be offset by the license fees and management fees derived from
the treatment of patients that we receive from the medical groups.

      The medical groups receive payment by the patients' insurance companies
and other payors for treatments and procedures that, while part of the study
being conducted, are accepted treatments and procedures that would normally be a
part of the treatment protocol for these patients in the absence of the drug or
methodology being studied. For example, a patient participating in the study may
receive treatments of colloidal P32/MAA, radiation and chemotherapy. The medical
groups would receive payment for the radiation and chemotherapy treatments, and
for the application of the colloidal P32/MAA.

      Prior to November 2000, the Center for Molecular Medicine and the other
medical groups conducting clinical studies of colloidal P32/MAA also charged
patients for the colloidal P32/MAA administered to them. In November 2000, the
FDA asked Dr. Stanley Order to submit an Investigational New Drug Application
for colloidal P32/MAA. The FDA asked Dr. Order, rather than ISI, to file the IND
because Dr. Order was the principal researcher for the clinical studies. For
that reason, and because the FDA's request was directed to Dr. Order, we asked
Dr. Order to file the IND. Dr. Order, through the Center for Molecular Medicine,
filed the IND in November 2000. On December 21, 2000, the FDA advised Dr. Order
and the Center for Molecular Medicine that because of the higher dosages and
novel ways in which the drug was administered in the studies, the colloidal
P32/MAA as administered in the studies was a new drug within the meaning of the
FDA's regulations and asked Dr. Order and the Center for Molecular Medicine to
submit a request for permission to charge for the drug. The FDA's regulations
require persons conducting studies of new drugs that are the subject of an IND
to obtain the FDA's permission before charging participants in the studies for
the costs of the drug administered to them. Dr. Order and the Center for
Molecular Medicine have submitted a request for permission to charge patients
for the colloidal P32/MAA administered in the studies. Until such permission is
obtained, however, the medical groups we manage are not charging patients for
the colloidal P32/MAA administered to them. Prior to November 2000, the medical
groups charged patients in the clinical studies an aggregate of approximately
$300,000 for colloidal P32/MAA administered in the studies. If patients, or
their insurance providers, who paid for the colloidal P32/MAA administered in
the studies successfully claim that the medical groups were not entitled to
charge for the colloidal P32/MAA administered to the patients, the medical
groups could be liable to repay the amounts charged. If the medical groups are
required to repay these charges the medical groups may have difficulty paying us
the fees they owe us.

Additional Technologies

      In June 2001, Dr. Wayne Court and the Center for Molecular Medicine filed
and assigned to ISI two provisional U.S. patent applications covering nine new
radiopharmaceutical technologies. We are preparing to file full utility U.S.
patent applications covering these nine new radiopharmaceutical technologies.

      These nine new radiopharmaceutical technologies are all platinum-based
drugs that are similar in nature to our radioactive cisplatin technology. The
pending applications cover three isotopic forms of the drugs Carboplatin,
Iproplatin and JM216, as follows:

      1.    191Pt-Carboplatin
      2.    193mPt-Carboplatin
      3.    195mPt-Carboplatin
      4.    191Pt-JM216
      5.    193mPt-JM216
      6.    195mPt-JM216
      7.    191Pt-Iproplatin
      8.    193mPt-Iproplatin
      9.    195mPt-Iproplatin


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      These technologies are in an early stage of development and we cannot
assure you that we will be able to develop any of them successfully.

Medical Group Management

      We have long term management/license agreements with two groups of medical
professionals. From September 2000 until July 2001 we also had a
management/license agreement with a third medical group. Pursuant to the
management/license agreements, we provide the medical groups with business,
financial and marketing support while they conduct research and treat patients
using our technologies and traditional cancer treatment techniques. We charge
the medical groups administrative fees for our services and license fees for the
use of our nuclear pharmaceutical technologies in their practices. Each of the
medical groups is organized as a separate legal entity, and EDG does not own or
control either of them. Fees from the medical groups we manage generated
approximately $2,240,000 in gross revenues in the two-year period ended December
31, 2000, including $2,033,000 in management fees and $207,000 in license fees.

      Each of the medical groups we manage was formed at the time we entered
into the management/ license agreements with the group. We provided Stanley E.
Order, M.D., P.C., d/b/a Center for Molecular Medicine, and another medical
group, New York Medical Oncology, P.C., d/b/a Center for Medical Oncology, with
the facilities and equipment they required to start their practices. We did not
provide Mitchell E. Levine, M.D., P.C., d/b/a Center for Neuro-Oncology, with
its own facilities and equipment, but instead provided the medical group with
access to the facilities and equipment we provided to the other groups. We have
also provided the medical groups with working capital advances from time to
time. We terminated our management/license agreement with New York Medical
Oncology, P.C., d/b/a Center for Medical Oncology, in July 2001 when the group's
principal physician, Dr. Ira Braunschweig, left the group to accept a position
in the Oncology Department of Brooklyn Hospital.

      Radiation Oncology Research Group

      In December 1997, we entered into an exclusive, full service, 30-year
management/license agreement with Stanley E. Order, M.D., P.C., d/b/a Center for
Molecular Medicine. The Center for Molecular Medicine, which occupies space on
the first floor of 700 Stewart Avenue in Garden City, New York, specializes in
radiation oncology research. Radiation oncology research is the study of the
treatment of tumors through radiation. The Center for Molecular Medicine employs
two physicians, Stanley E. Order, M.D., Sc.D, F.A.C.R. and Wayne S. Court,
Ph.D., M.D.

      Dr. Stanley Order is an internationally acclaimed radiation oncologist. He
is a past president of the American Society for Therapeutic Radiation and
Oncology, a former professor at Harvard Medical School, a past Chairman of the
Radiation Oncology Department at Johns Hopkins University School of Medicine, a
past professor at the Robert Wood Johnson School of Medicine, and most recently
was appointed a clinical professor at the Stony Brook University Medical School.

      Our ability to develop radioactive cisplatin, which is in an early stage
of development, depends in part on the efforts of Dr. Stanley E. Order, who
invented this technology. Through his medical group, Dr. Order is conducting the
clinical research needed to support the application for FDA approval of this
technology. If Dr. Order were no longer available or able to assist us, we might
not be able to continue to develop this technology. If we could not continue to
develop radioactive cisplatin it would not have a significant effect on our
revenues from our medical group management operations. However, it would reduce
significantly the revenues that we might earn in the future from our nuclear
pharmaceutical technologies. We have $4,000,000 in key person life insurance
covering Dr. Order.


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      Dr. Wayne S. Court is a noted radiation oncologist with a Ph.D. in
immunology. Dr. Court was an Assistant Professor at Wayne State University,
served as a resident under Dr. Order at Johns Hopkins, and is the author of
numerous articles, abstracts and protocols.

      Virtually all of the medical procedures performed by Stanley E. Order,
M.D., P.C., d/b/a Center for Molecular Medicine, are performed by Dr. Court. Dr.
Order acts principally in a research capacity and participates in the
administration of medical procedures to the group's patients only on an as
needed basis. Dr. Order, who is 66 years old, devotes approximately 20 hours per
week to the business of the medical group.

            Pursuant to the management/license agreement with Stanley E. Order,
M.D., P.C., we provide the medical group with a fully equipped and furnished
research laboratory and treatment space and all necessary supplies, including
the components of the nuclear pharmaceuticals. We also provide the medical group
with all clerical personnel and other non-medical personnel necessary to manage
the group's practice and research activities. Pursuant to the agreement, we also
license to the group the methods for treating solid tumor cancers covered by the
patents and provide the group with a range of consulting and practice management
services, including billing and collection.

      The management/license agreement provides that the medical group will pay
us license fees on a monthly basis and management fees on a weekly and monthly
basis. The weekly management fee covers consulting, billing and collection
services and medical supplies. The monthly management fee covers treatment and
laboratory space, furnishings and equipment, clerical services and staff and
managerial and administrative services. The consulting portion of the weekly
management fee is equal to our actual costs plus a percentage of the medical
group's billings. The billing and collection services portion of the weekly
management fee is based upon a percentage of the medical group's billings. The
medical supplies portion of the weekly management fee is equal to our actual
costs plus a percentage of such costs as a markup. The weekly fee markup and the
monthly license and management fees are set each year in advance by mutual
agreement of the parties. We billed the medical group management fees of
$794,444 in 2000 and $1,225,766 in 1999. The fees billed in 1999 included
$148,800 of license fees. On January 1, 2000, we waived all license fees for
Stanley E. Order, M.D., P.C., d/b/a Center for Molecular Medicine, for the year
2000 and agreed that the license fee paid for 1999 would cover 2000 as well. As
a result, we effectively reduced the license fee for 1999 retroactively by
approximately 50%. In December 2000, we set the license fee for 2001 at $60,000.

      The medical group paid us $671,187 in 2000 and $1,353,950 in 1999 against
the fees billed. As of December 31, 2000, the medical group owed us
approximately $487,000. Typically, there is a lag between our invoice to the
medical groups and payment of the invoices by the medical groups. The lag exists
because the medical groups must receive payment for their services from the
patients and their insurance companies before they can pay us. At December 31,
2000, Stanley E. Order, M.D., P.C., d/b/a Center for Molecular Medicine, was
owed approximately $192,000 for services rendered to its patients. We intend to
carry the amounts owed by the medical group forward. For 2001, the medical group
is obligated to pay us a monthly fee of $9,500. The monthly fee includes a
management fee of $4,500 and a license fee of $5,000 for the license of the
colloidal P32/MAA technology. The monthly license fee for the radioactive
cisplatin technology has not yet been set. This fee will be determined before
clinical trials of this technology commence.

            We provided Stanley E. Order, M.D., P.C., d/b/a Center for Molecular
Medicine, with advances totaling approximately $56,000 in 1997, $64,000 in 1998,
$27,000 in 1999 and $75,000 in 2000. The medical group repaid approximately
$120,000 of the advances during 1998, $27,000 in 1999 and $20,000 in 2000. At
December 31, 2000, our advances receivable from Stanley E. Order, M.D., P.C.,
d/b/a Center for Molecular Medicine amounted to approximately $55,000.

            We may terminate the management/license agreement upon the following
events:

      o     the failure of the medical group to pay any fee required under the
            agreement;


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      o     the failure of the medical group to repay any working capital
            advances made by us;
      o     the failure of the medical group to maintain professional liability
            insurance as required by the agreement;
      o     the revocation or suspension of the license to practice medicine in
            New York State of any of the members of the medical group;
      o     the surrender by all of the members of the medical group of their
            licenses to practice medicine in New York State;
      o     the filing of criminal charges against any member of the group;
      o     the death of all of the members of the medical group;
      o     the mental or physical disability or incapacity of all members of
            the medical group that prevents them from rendering services for at
            least 15 days;
      o     the failure of the medical group to practice medicine for a period
            of at least five days;
      o     the dissolution of the medical group's professional corporation;
      o     the bankruptcy or insolvency of the medical group;
      o     any impermissible assignment by the medical group of its obligations
            under the agreement; or
      o     any material breach of the agreement by the medical group that is
            not cured within 45 days after we give notice of breach, or a longer
            period if the breach will take longer than 45 days to cure.

      The agreement is terminable by the medical group only upon a material
breach of the agreement by us that is not cured by us within 180 days after
notice of the breach has been given by the medical group.

      The agreement also includes provisions requiring the parties to keep
confidential any proprietary information of the other party and prohibits the
members of the medical group from competing with us or inducing any of our
employees to leave us.

      The agreement provides that in the event the corporate practice of
medicine in New York becomes lawful we will have the right to purchase the
medical group's professional practice for $100.

      In March 2001, we entered into an addendum to the management/license
agreement with Stanley E. Order, M.D., P.C., d/b/a Center for Molecular
Medicine, to clarify that the medical group is obligated to continue its
research relating to our nuclear pharmaceutical technologies and that all right,
title and interest in and to any and all improvements to the nuclear
pharmaceutical technologies that derive from the medical group's research belong
to ISI.

      Neurosurgery / Neuro-Oncology Research Group

      In November 1999, we entered into a 30-year management/license agreement
with Mitchell E. Levine, M.D., P.C., d/b/a Center for Neuro-Oncology. Dr.
Mitchell E. Levine is a neurosurgeon with nearly two decades' experience in the
surgical management of patients with malignant brain tumors. He is currently the
Director of Neurosurgery at New York Hospital, Queens, an attending physician at
North Shore University / Long Island Jewish Hospital, and a Clinical Assistant
Professor in the Department of Neurosurgery at New York University. Dr. Mitchell
E. Levine is the only member of Mitchell E. Levine, M.D., P.C. Dr. Levine also
heads Levine, Overby, Hollis & Eisenberg, a four-physician private medical group
located in Great Neck, New York. We do not have any relationship with Levine,
Overby, Hollis & Eisenberg.

            Neuro-oncology is the study of tumors of the brain and spinal cord.
Neurosurgery is surgery performed on the brain or the spinal cord. A surgeon who
performs neurosurgery is a neurosurgeon.

            Pursuant to the agreement with Mitchell E. Levine, M.D., P.C., we
provide the medical group with access to research laboratories and treatment
facilities of the Center for Molecular Medicine and the Center for Medical
Oncology on an as-needed basis, and provide all necessary supplies, including
the components of the nuclear pharmaceuticals. We also provide the medical group
with all clerical personnel and other non-medical


                                       7
<PAGE>

personnel necessary to manage the group's practice and research activities.
Pursuant to the agreement, we also license to the group the methods for treating
solid tumor cancers covered by patents Nos. 5,424,288, 5,538,726 and 6,074,626
and provide the group with a range of consulting and practice management
services, including billing and collection.

            The management/license agreement with Mitchell E. Levine, M.D.,
P.C., provides that the medical group will pay us license fees on a monthly
basis and management fees on a weekly and monthly basis. The weekly management
fee covers consulting, billing and collection services and medical supplies. The
monthly management fee covers treatment and laboratory space, furnishings and
equipment, clerical services and staff and managerial and administrative
services. The consulting portion of the weekly management fee is equal to our
actual costs plus a percentage of the medical group's billings. The billing and
collection services portion of the weekly management fee is based upon a
percentage of the medical group's billings. The medical supplies portion of the
weekly management fee is equal to our actual costs plus a percentage of such
costs as a markup. The weekly fee markup and the monthly license and management
fees are set each year in advance by mutual agreement of the parties. The
monthly fees are a fixed amount determined each year at the beginning of the
year. If an understanding cannot be reached on new fees, then the fees are
increased by two factors: the cost of living adjustment as determined by the
U.S. Department of Labor and our reasonable evaluation as to any increase in its
costs. We billed the medical group fees of $73,822 in 2000. The fees billed in
2000 included $14,400 of license fees. The medical group pays us as it receives
payment for its services from its patients and their insurance companies. The
medical group paid us $4,335 in 2000 against the fees billed. As of December 31,
2000, the medical group owed us approximately $69,000 against fees billed in
2001 and 2000. As of December 31, 2001, the medical group was owed approximately
$23,000 for services rendered to its patients. We intend to carry the amounts
owed by the medical group forward. For 2001, the medical group is obligated to
pay us a monthly fee of $1,500. The monthly fee includes a management fee of
$300 and a license fee of $1,200 for the license of the colloidal P32/MAA
technology. The monthly license fee for the radioactive cisplatin technology has
not yet been set. This fee will be determined before clinical trials of this
technology commence.

            We provided Mitchell E. Levine, M.D., P.C., d/b/a Center for
Neuro-Oncology, with an advance of approximately $600 in 1999. This advance was
repaid in 2000, and at December 31, 2000, we had no advances receivable from
Mitchell E. Levine, M.D., P.C., d/b/a Center for Neuro-Oncology.

            We may terminate the management/license agreement upon the following
events:

            o     the failure of the medical group to pay any fee required under
                  the agreement;
            o     the failure of the medical group to repay any working capital
                  advances made by us;
            o     the failure of the medical group to maintain professional
                  liability insurance as required by the agreement;
            o     the revocation or suspension of the license to practice
                  medicine in New York State of any of the members of the
                  medical group;
            o     the surrender by any member of the medical group of his or her
                  license to practice medicine in New York State;
            o     the filing of criminal charges against any member of the
                  group;
            o     the death of any member of the medical group;
            o     the mental or physical disability or incapacity of any member
                  of the medical group that prevents the member from rendering
                  services for at least 15 days;
            o     the failure of the medical group to practice medicine for a
                  period of at least 120 consecutive days;
            o     the dissolution of the medical group's professional
                  corporation;
            o     the bankruptcy or insolvency of the medical group;
            o     any impermissible assignment by the medical group of its
                  obligations under the agreement; or
            o     any material breach of the agreement by the medical group that
                  is not cured within 30 days after we give notice of breach, or
                  a longer period if the breach will take longer than 30 days to
                  cure.


                                       8
<PAGE>

      The agreement is terminable by the medical group only upon a material
breach of the agreement by ISI that is not cured by us within 135 days after
notice of the breach has been given by the medical group.

      The agreement also includes provisions requiring the parties to keep
confidential any proprietary information of the other party and prohibits the
members of the medical group from competing with us or inducing any of our
employees to leave us.

      The agreement provides that in the event the corporate practice of
medicine in New York becomes lawful we will have the right to purchase a 50%
ownership interest in the medical group's professional practice for $100.

      In March 2001, we entered into an addendum to the management/license
agreement with Mitchell E. Levine, M.D., P.C., to clarify that the medical group
is obligated to continue its research relating to our nuclear pharmaceutical
technologies and that all right, title and interest in and to all improvements
to the nuclear pharmaceutical technologies that derive from the medical group's
research belong to ISI.

      In January 2000, the Center for Neuro-Oncology, in conjunction with Dr.
Wayne Court and the Center for Molecular Medicine, commenced National Cancer
Institute listed clinical trials using our patented nuclear isotope delivery
technique in recurrent glioblastoma-multiforme, a lethal form of brain tumor. We
have licensed our patents to the Center for Neuro-Oncology. The treatments are
being performed at Long Beach Medical Center, Long Island, New York. The
hospital has purchased and installed stereotaxic framing equipment to
accommodate the procedure.

      Medical Oncology / Hematology Research Group

      In August 2000, we entered into a 30-year management/license agreement
with New York Medical Oncology, P.C., d/b/a Center for Medical Oncology. The
terms of the agreement were substantially the same as the terms of our
agreements with Stanley E. Order, M.D., P.C., d/b/a Center for Molecular
Medicine, and Mitchell E. Levine, M.D., P.C., d/b/a Center for Neuro-Oncology.
We terminated the management/license agreement with New York Medical Oncology,
P.C., d/b/a Center for Medical Oncology, in July 2001 when the group's principal
physician, Dr. Ira Braunschweig, left the group to accept a position in the
Oncology Department of Brooklyn Hospital. We have decided not to replace this
medical group but rather to obtain all of our medical oncology needs from third
party medical groups practicing in the Garden City, New York area. We believe
that this approach will be more efficient and will not cause any undue hardship
for our two remaining medical groups or their patients.

      As of December 31, 2000, New York Medical Oncology, P.C., d/b/a Center for
Medical Oncology, owed us approximately $145,000 against fees billed in 2000. At
December 31, 2000, our advances receivable from New York Medical Oncology, P.C.,
d/b/a Center for Medical Oncology amounted to approximately $93,000.

      The management of medical research groups is subject to sophisticated and
complicated governmental regulation. The regulations are susceptible to varying
interpretations. Although we have engaged outside counsel on numerous occasions
in the past, especially for our management/license agreements, there can be no
assurance that we are in compliance with these regulations as they are, or may
be, interpreted in the future by governmental authorities. Any such adverse
interpretations could have a material adverse effect on our business operations
and financial condition.

      We cannot assure you that our existing or future management/license
agreements will lead to the development of technology candidates or technologies
with commercial potential, that we will be able to obtain proprietary rights or
licenses for proprietary rights for our product candidates or technologies
developed in connection with these arrangements, or that we will be able to
protect the confidentiality of proprietary rights and information developed in
such arrangements or prevent the public disclosure thereof.


                                       9
<PAGE>

Third Party Pharmaceutical Company Clinical Trials

      The medical groups we manage also participate in third-party
pharmaceutical company clinical trials. EDG does not have any agreements with
ImClone Systems, Inc. or any other third party pharmaceutical company sponsoring
the clinical trials. In addition, EDG does not have any rights to Centuximab or
any of the other drugs used in the third-party clinical trials. However, because
certain portions of the weekly management fees we charge the medical groups are
based in part on a percentage of their billings, we share in the revenues that
the medical groups earn through their participation in the third-party clinical
trials. As with the clinical studies of our nuclear pharmaceutical technologies,
the medical groups receive payment by the patients' insurance companies and
other payors for treatments and procedures that would normally be a part of the
treatment protocol for these patients in the absence of the drug or methodology
being studied, but are not reimbursed for any investigational drugs administered
to the patients unless such reimbursement has been approved by the FDA. The
medical groups also receive fees from the third party sponsors of the clinical
studies for participating in the studies.

      The Center for Molecular Medicine has been approved as a site for ImClone
Systems Inc.'s national clinical trials of Cetuximab by the Institutional Review
Board that monitors the clinical trials. Cetuximab is an antibody that is made
by immunizing animals against a particular material. In the ImClone study, the
animals are being immunized against epidermoid growth factor. Epidermoid growth
factor is a material that feeds cancer by feeding a site on the cancer cell
called the epidermoid growth factor site. Cetuximab, also called C225, blocks
the epidermoid growth factor site, thereby blocking the nutrition of the cancer
cell. Blocking the nutrition of the cancer cell helps kill the cancer when
combined with drugs or radiation. ImClone is conducting a Phase III Cetuximab
study for patients with locally advanced squamous cell cancer of the head and
neck. Squamous cells are one of the three types of cells found in the human
body. Squamous cells are small and scale-like and exist in the skin and
esophagus, among other places. The Center for Molecular Medicine has executed a
clinical study agreement with ImClone to serve as a site for this study. The
Center for Molecular Medicine began to accrue patients for the study in January
2001.

      The medical groups we manage hope to collaborate with several other
pharmaceutical companies. Nevertheless, the medical groups may not be able to
obtain agreements to participate in additional third party clinical trials.
Participation in third-party clinical trials enhances the stature of the medical
groups in the medical research community and increases the revenues earned by
the medical groups. The applications for selection to participate in third party
clinical trials are made by the medical groups. Typically, the selection process
consists of an inspection of the site by representatives of the third party
pharmaceutical company.

      The testing, manufacturing, marketing and distribution of
biopharmaceutical products carry material risk of product liability. Although
the medical groups we manage each carry medical malpractice insurance, none of
the medical groups currently has product liability or clinical studies liability
insurance. A successful product liability claim against one or more of the
medical groups that is not adequately covered by insurance could cause one or
more of the groups to go out of business, which could reduce our revenues and
delay or even curtail our ability to develop our nuclear pharmaceutical
technologies.

Business Strategy

      We hope to accomplish the following short-term goals:

      o     Commence clinical trials for radioactive cisplatin.

      o     Continue to help the medical groups that we manage accrue patients
            and conduct FDA clinical trials for our colloidal P32/MAA
            technology.


                                       10
<PAGE>

      o     Help the medical groups that we manage achieve their revenue
            capacities in order to fund research. We intend to accomplish this
            by launching a public relations and radio advertising campaign on
            their behalf, in select United States markets.

      o     Upgrade and further develop the existing website that we have
            created for the medical groups we manage, located at
            http://www.cancerhelpcenter.com. We are enhancing this website to
            describe the various types of research and treatment offered by the
            medical research groups that we manage. We anticipate that the
            website will be made interactive to help the medical groups attract
            patients for the ongoing clinical trials.

      o     Develop a second, corporate, website using the registered domain
            name http://www.isotopesolutions.com. We are actively working with a
            web design group to produce a corporate website to disseminate
            information about our corporation, and its technologies and
            management clients, over the Internet. In addition, we intend to
            translate both our corporate website and the website we have created
            for the medical groups we manage into foreign languages to obtain
            similar information and exposure in Asia and the Middle East.

      o     Expand clinical trial activities for major pharmaceutical companies.

      We intend to remain focused on the following long-term goals:

      o     Establish the efficacy of radioactive cisplatin and establish a
            marketing and distribution partnership with a major pharmaceutical
            company.

      o     Develop colloidal P32/MAA kits and a physician-training program to
            license to other cancer centers and hospitals.

      o     Research and develop new therapeutic nuclear pharmaceuticals and
            technologies.

Patents and Proprietary Rights

      We believe that adequate protection of our proprietary technology is a
vital aspect of our business activities. Consequently, we pursue patent
protection for our proprietary technology in the United States and in foreign
countries to the extent we deem necessary to protect development of our
technologies.

      We own three U.S. full utility patents covering our nuclear pharmaceutical
technologies:

      Patent No. 5,424,288, for proprietary technology regarding use of a
"Method of Treating Solid Tumor Cancers Utilizing Macro Aggregated Proteins and
Colloidal Radioactive Phosphorous," was issued to Dr. Stanley E. Order on June
13, 1995, and formally assigned to ISI by Dr. Order in March 1999. The
application for this patent was a continuation-in-part of application Ser. No.
08/183,463, filed on Jan. 19, 1994, entitled "Method and Compositions for
Delivering Cytotoxic Agents to Cancer."

      Patent No. 5,538,726, for proprietary technology regarding a "Method and
Compositions for Delivering Cytotoxic Agents to Cancer," was issued to Dr. Order
on July 23, 1996 and formally assigned by Dr. Order to ISI in August 2000.

      Patent No. 6,074,626, for proprietary technology regarding use of
"Radioactive Cisplatin in the Treatment of Cancer," was issued to Dr. Order on
June 13, 2000. Dr. Order previously assigned the application for this patent to
ISI in March 1999.


                                       11
<PAGE>

      Dr. Order assigned each of these patents to us in consideration of one
dollar and our agreement to provide services under the management/license
agreement with Stanley E. Order, M.D., P.C., d/b/a Center for Molecular
Medicine. Patents 5,424,288 and 5,538,726 had been orally assigned to ISI by Dr.
Order in December 1997 when the parties entered into the management/license
agreement. We are not obligated to pay him or his medical group any royalties in
the future.

      These patents are use patents. Patents Nos. 5,424,288 and 5,538,726 give
us exclusive rights to the manner in which we are using the patented technology
to treat cancer. Patent No. 6,074,626 gives us exclusive rights to the use of
radioactive cisplatin in the treatment of cancer. These patents do not give us
the right to prevent others from using these drugs in other ways.

      In June 2001, Dr. Wayne Court and the Center for Molecular Medicine filed
and assigned to ISI two provisional U.S. patent applications covering nine new
radiopharmaceutical technologies. We are preparing to file full utility U.S.
patent applications covering these nine new radiopharmaceutical technologies.

      These nine new radiopharmaceutical technologies are all platinum-based
drugs that are similar in nature to our radioactive cisplatin technology. The
pending applications cover three isotopic forms of the drugs Carboplatin,
Iproplatin and JM216, as follows:

      1.    191Pt-Carboplatin
      2.    193mPt-Carboplatin
      3.    195mPt-Carboplatin
      4.    191Pt-JM216
      5.    193mPt-JM216
      6.    195mPt-JM216
      7.    191Pt-Iproplatin
      8.    193mPt-Iproplatin
      9.    195mPt-Iproplatin

      These technologies are in an early stage of development and we cannot
assure you that we will be able to develop any of them successfully.

      Our success depends in part upon our ability to obtain and maintain rights
to our nuclear pharmaceuticals. We rely on our patents, trade secrets and
trademarks to protect our proprietary rights. It is possible that competitors
may infringe our patents or successfully avoid them through design innovation.
The cost of litigation to uphold the validity of our patents and to prevent
infringement could be substantial and the litigation may consume time and other
resources. Some of our competitors may be better able to sustain the costs of
complex patent litigation because they have substantially greater resources.
Moreover, there is a risk that a court would decide that our patents are not
valid and that we do not have the right to stop a competitor from using our
technologies. There is also the risk that, even if the validity of our patent
were upheld, a court would refuse to stop the other party on the ground that its
activities do not infringe our patents. Policing unauthorized use of our
intellectual property is difficult and expensive, and we may be unable to
prevent misappropriation of our proprietary rights.

Government Regulation

      United States and international government regulation of the
biopharmaceutical industry is a significant factor in our activities and the
activities of the medical groups we manage. In the United States the Food and
Drug Administration oversees clinical testing, manufacturing, marketing approval
and promotion of products for human therapeutic use through rigorous mandatory
procedures and safety. The FDA requires satisfaction of several procedures
before it will approve a pharmaceutical product for sale in the United States.
These include preclinical tests, submission of an application for an
Investigational New Drug which must become effective


                                       12
<PAGE>

before commencing human clinical trials, thoroughly documented and supervised
human clinical trials to determine drug safety and efficacy in its intended
application, submission and acceptance of a New Drug Application in the case of
drugs, or a Biologics License Application in the case of biologics, and approval
of the New Drug Application or Biologics License Application before commercial
sale or shipment of the drug or biologic. Biologics are materials derived from
natural biology and used in the treatment of humans. Each domestic drug
manufacturer also must be registered or licensed with the FDA. Domestic
manufacturers are also subject to inspections by the FDA and by other federal,
state and local agencies and must comply with the FDA's Good Manufacturing
Practices.

      Clinical trials are typically conducted in three sequential phases, which
may overlap. Phase I clinical studies test dosage and tolerance upon initial
introduction of the drug to humans. Phase II clinical studies document
evaluation of drug safety and efficacy. Phase III trials document large-scale
evaluation of drug safety and efficacy and typically use much larger patient
pools, depending on the type of marketing approval that is sought.

            Clinical testing and the FDA approval process for a new product
usually lasts several years and involves substantial financial and other
resources. The FDA may grant approval of a drug for a particular indication or
may grant approval pending further post-marketing testing. In addition, further
clinical studies may be required to provide additional safety data or to gain
approval for a product application that is different from the product
application that was approved originally. Any safety concerns relating to our
technologies may result in withdrawal of the technologies from the market or
restrictions on their future use.

      Currently, only our colloidal P32/MAA technology is being studied, since
our radioactive cisplatin technology has only recently been approved by the FDA
for clinical trials. The medical groups we manage are presently preparing a
Phase I study of our radioactive cisplatin technology and we expect that this
study will commence in the fourth quarter of 2001. The timing of the
commencement of the study will depend primarily on how quickly the medical
groups can attract patients for the study.

      FDA regulations require that all research conducted in humans be approved
by an Institutional Review Board before initiation and during the course of the
study. The IRB is an independent organization responsible for assuring that the
rights, welfare and safety of the human subjects are protected during the
clinical study. All clinical studies pertaining to our colloidal P32/MAA have
received initial and ongoing approval from the appropriate IRBs.

      International biopharmaceutical product sales and distribution are subject
to widely varying regulatory requirements. Generally, the European Union has
coordinated its member states' common standards for clinical testing of new
drugs. Due to differences in regulatory restrictions in the European Union and
other foreign jurisdictions, the time required to obtain regulatory approval
from a foreign country's regulatory agencies may be longer or shorter than that
required for FDA approval.

      The health care industry is subject to extensive federal, state and local
laws and regulations that are not always clear or consistently applied, and
compliance may impose a burden on our operations. Violation of applicable laws
or regulations or involvement in any judicial or regulatory proceeding,
regardless of its merit, could have a material adverse affect on our business,
operating results and financial condition. Government legislation regulating
health care may materially affect the biopharmaceutical industry's
profitability. Federal, state and local officials and legislators, as well as
foreign government officials and legislators, have discussed a variety of health
care system reforms that may affect our revenues. Changes in government
regulation of the health care system could harm our business.


                                       13
<PAGE>

Competition

      Competition in the biopharmaceutical industry and the cancer treatment
technology arena is intense. Factors such as technology performance, patient
compliance, physician acceptance, ease of use, safety, price, marketing,
distribution and adaptability of administration are crucial to capturing market
position in our industry. Competition may also be based on other companies'
development of alternative products and approaches for the treatment, diagnosis
or prevention of the same diseases as our products.

      Competition from other companies is affected by scientific and
technological factors, the availability of patent protection, the ability to
commercialize technological developments, the ability to obtain government
approval for testing, manufacturing and marketing and the economic factors
resulting from the use of those products. Many companies, both public and
private, including well-known pharmaceutical and chemical companies, virtually
all of which have greater capital resources than we do, are seeking to develop
cancer treatment technologies similar to ours. In addition, colleges,
universities, and public and private research institutions are similarly seeking
to establish proprietary rights to these product technologies.

      We have long-term management/license agreements with each of the medical
groups that we manage. The focus of our business has changed from medical group
management to the development of our nuclear pharmaceuticals. While we may
contract with additional medical groups for the purpose of conducting new or
additional clinical trials of our nuclear pharmaceuticals or to license our
technologies to them, we do not intend to enter into management agreements with
any additional medical groups solely to increase or improve our revenues or
profitability. Our managed medical groups have limited ability to terminate
their management/license agreements with us. However, in the event one or more
of our relationships with the medical groups we manage is terminated, we may be
required to offer our services to other medical groups. In the event we offer
our services to other medical groups, we would face competition from other
providers of medical management services, including hospitals and established
groups of physicians willing to acquire the practices of other physicians. If
one or both of our existing management/license agreements is terminated and we
are unable to enter into management/license agreements with other medical
groups, we could lose a significant portion of our operating revenues and our
ability to develop our nuclear pharmaceutical technologies could be impaired.

      We face established and well-funded competition from other companies
developing cancer treatment technologies. More specifically, we face competition
from other companies developing nuclear pharmaceuticals and
radio-pharmaceuticals for therapeutic purposes. Radio-pharmaceuticals include
nuclear pharmaceuticals, which are drugs that are made radioactive by attaching
or creating an isotope to the drug, and drugs that are made radioactive by
bombarding them with radiation. These competitors include NeoRx Corporation,
Cytogen Corporation, DuPont Pharmaceuticals Company and MDS Nordion. To our
knowledge, we have no competitors that are developing nuclear or
radio-pharmaceuticals that parallel our technologies.

      Many of our competitors are more familiar with pre-clinical and clinical
product development, as well as government regulatory processes, than we are.
The biopharmaceutical products that we are developing compete with existing and
new drugs designed by established pharmaceutical, chemical, and academic
entities worldwide. Our competitors may have, or may develop and introduce, new
products that would render our technologies and products under development less
competitive, uneconomical or obsolete. Our failure to compete effectively may
materially and adversely affect our business, operating results, and financial
condition.

Marketing

      We currently promote our services through our managed research medical
groups' activities and their joint website, www.cancerhelpcenter.com, which
receives approximately 10,000 hits per week.


                                       14
<PAGE>

      The medical groups that we manage have treated over 500 patients in the
last three years. We intend to increase marketing efforts to help these medical
groups achieve greater market recognition. One of the ways we are doing this is
by upgrading the website we have created for the medical groups. We hope that
with an improved, interactive, design the website will attract and help recruit
patients for the clinical studies these groups are conducting.

      We are in the process of upgrading and further developing the website that
we have created for the medical groups we manage. We anticipate that the website
will be made interactive to assist in national and international patient accrual
for the ongoing clinical trials. In addition, we intend to translate the website
into foreign languages to obtain similar information and exposure in Asia and
the Middle East.

      We are developing a second, corporate website using the registered domain
name http://www.isotopesolutions.com. We are working with a web design group to
produce a corporate website to disseminate information about our corporation,
and its technologies and management clients, over the Internet. We intend to use
this website to obtain market and user information about our technologies and
potential licensees of our nuclear pharmaceutical technologies. We plan to
pursue contracts with various companies and consultants to obtain visibility of
the website on major Internet search engines. We also intend to translate the
website into foreign languages to disseminate information regarding our
technologies and gather information about potential licensees of our nuclear
pharmaceutical technologies in Asia and the Middle East.

      We plan to market our nuclear pharmaceutical technologies through the
distribution of kits, establishment of training centers and by licensing the
technologies for use by physicians. We cannot begin marketing these technologies
until they are approved by the FDA.

      We have limited experience in marketing biopharmaceutical products. We
cannot assure you that we will be able to expand our marketing capabilities
successfully. Our inability to establish adequate marketing capabilities may
materially and adversely affect our business operations.

Employees

      We have two full-time management employees, three full-time administrative
employees and one part-time administrative employee. None of our employees is
currently covered by a collective bargaining agreement. We believe that our
relations with our employees are good.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

      Introduction

      EDG was incorporated in the State of New York on August 13, 1990, and was
considered a development stage company until September 2000. On September 13,
2000, EDG acquired ISI. Subject to shareholder approval, we intend to amend
EDG's certificate of incorporation to change its name to Isotope Solutions
Group, Inc.

      EDG Capital, Inc. holds 100 percent of the outstanding capital stock of
Isotope Solutions, Inc. (formerly named Molecular Radiation Management, Inc.).
We are a biopharmaceutical company that began operations in 1998 as a medical
group management company. Although most of our revenues are still derived from
our medical group management operations, today we are focused primarily on the
development of nuclear pharmaceutical technologies for therapeutic use in the
treatment of various cancers. With the help of the medical groups we manage, we
are developing two anti-cancer nuclear pharmaceutical technologies for which we
own the U.S. patent rights: the use of radioactive cisplatin, a radioactive
variation of a commonly used chemotherapy drug, in the treatment of cancer and a
method of treating cancer using colloidal P32 macro-


                                       15
<PAGE>

aggregated albumin, which is a nuclear-isotope use and delivery system. Pursuant
to long-term contracts with the medical groups, we provide them with business,
financial and marketing support while they conduct research and treat patients
using our technologies and traditional cancer treatment techniques. We charge
the medical groups administrative fees for our services and license fees for the
use of our nuclear pharmaceutical technologies in their practices.

      In June 1995 Dr. Stanley E. Order was granted Patent No. 5,424,288 by the
U.S. Patent and Trademark Office covering a "Method of Treating Solid Tumor
Cancers Utilizing Macro Aggregated Proteins and Colloidal Radioactive
Phosphorus." In July 1996 Dr. Order was granted Patent No. 5,538,726 by the U.S.
Patent and Trademark Office covering a "Method and Compositions for Delivering
Cytotoxic Agents to Cancer." In March 1999, Dr. Order formally assigned Patent
No. 5,424,288 to ISI and in August 2000, Dr. Order formally assigned Patent No.
5,538,726 to ISI, in each case in consideration for ISI's agreement to provide
services under the management/license agreement between ISI and Stanley E.
Order, M.D., P.C., d/b/a Center for Molecular Medicine. Both of these patents
had been orally assigned to ISI by Dr. Order in December 1997 when the parties
entered into the management/license agreement. We paid Dr. Order one dollar for
the assignment of each of the patents. Dr. Order assigned the patents to us
because we agreed to help him establish a practice and to provide the space,
supplies, equipment and working capital advances, pursuant to the
management/license agreement, to enable him to do so. We provide additional
information regarding the working capital advances we have made to Dr. Order's
medical group under "Liquidity" below. We are not obligated to pay Dr. Order or
his medical group any royalties in the future. As a result of these assignments,
we own all rights to the colloidal P32/MAA technology described in these
patents. These are use patents, which give us exclusive rights to the manner in
which we are using the drug to treat cancer. The patents do not give us the
right to prevent others from using the drug in other ways.

      In June 2000, Dr. Stanley E. Order was granted Patent No. 6,074,626 by the
U.S. Patent and Trademark Office covering "Radioactive Cisplatin in the
Treatment of Cancer." In March 1999 Dr. Order assigned the application for this
patent to ISI in consideration for ISI's agreement to provide services under the
management/license agreement between ISI and Stanley E. Order, M.D., P.C., d/b/a
Center for Molecular Medicine. We paid Dr. Order one dollar for the assignment
of the patent. We are not obligated to pay him or his medical group any
royalties in the future. As a result of this assignment, we own all rights to
the radioactive cisplatin technology described in the patent. This is a use
patent, which gives us exclusive rights to the use of this drug to treat cancer.
The patent does not give us the right to prevent others from using the drug in
other ways.

      Pursuant to the management/license agreements with the medical groups we
manage, we provide the medical groups with laboratory and treatment space and
all necessary supplies, including the components of our nuclear pharmaceuticals.
We also provide the medical groups with all clerical personnel and other
non-medical personnel necessary to manage the groups' practice and research
activities. Pursuant to the agreements, we also license our nuclear
pharmaceutical technologies to the groups and provide the groups with a range of
consulting and practice management services, including billing and collection.
In return, we charge the medical groups license fees on a monthly basis and
management fees on a weekly and monthly basis. The weekly management fee covers
consulting, billing and collection services and medical supplies. The monthly
management fee covers treatment and laboratory space, furnishings and equipment,
clerical services and staff and managerial and administrative services. The
billing and collection services portion of the weekly management fee is based
upon a percentage of the medical group's billings. The consulting and medical
supplies portions of the weekly management fee are each equal to our actual
costs plus a percentage of such costs as a markup. The weekly fee markup and the
monthly license and management fees are set each year in advance by mutual
agreement of the parties.

      Each of the medical groups we manage was formed at the time we entered
into the management/license agreements with the group. We provided Stanley E.
Order, M.D., P.C., d/b/a Center for Molecular Medicine, and another medical
group, New York Medical Oncology, P.C., d/b/a Center for Medical Oncology, with
the


                                       16
<PAGE>

facilities and equipment they required to start their practices. We did not
provide Mitchell E. Levine, M.D., P.C., d/b/a Center for Neuro-Oncology, with
its own facilities and equipment, but instead provided the medical group with
access to the facilities and equipment we provided to the other groups. We have
also provided the medical groups with working capital advances, which are
described in more detail under "Liquidity" below.

      License fees and management fees from the medical groups we manage
generated approximately $2,240,000 in gross revenues in the two-year period
ended December 31, 2000, including $2,033,000 in management fees and $207,000 in
license fees.

      The license fees we charge the medical groups are set each year in advance
at a level that is intended to reflect the expected usage of the licensed
technology by the medical group during the year. In December 1999, we determined
that the license fee we charged Center for Molecular Medicine for 1999 should be
adjusted downwards in view of the number of patients enrolled in the medical
group's colloidal P32/MAA clinical studies during the year. On January 1, 2000,
we waived all license fees for Stanley E. Order, M.D., P.C., d/b/a Center for
Molecular Medicine, for the year 2000 and agreed that the license fee paid for
1999 would cover 2000 as well. As a result, we effectively reduced the license
fee for 1999 retroactively by approximately 50%. In December 2000 we set the
license fee to be paid by the Center for Molecular Medicine in 2001 at $60,000.
We do not presently anticipate that we will waive any portion of the 2001
license fee.

      As of December 31, 2000, Stanley E. Order, M.D., P.C., d/b/a Center for
Molecular Medicine, owed us an aggregate of approximately $487,000 against fees
billed in 2001 and 2000. As of December 31, 2000, Mitchell E. Levine, M.D.,
P.C., d/b/a Center for Neuro-Oncology, owed us approximately $69,000 against
fees billed in 2000, and New York Medical Oncology, P.C., d/b/a Center for
Medical Oncology, owed us approximately $145,000 against fees billed in 2000.

      Typically, there is a lag between our invoice to the medical groups and
payment of the invoices by the medical groups. The lag exists because the
medical groups must receive payment for their services from the patients and
their insurance companies before they can pay us, and patients and their
insurance companies do not always pay the medical groups' invoices promptly.
Since the medical groups' patient receivables may not be fully collectible from
the patients or their insurance companies, the medical groups may experience
write-offs of uncollectible amounts. However, the medical groups are still
liable to us for our fees, even though we record an allowance against our
receivable based on the net receivables of the medical groups. At December 31,
2000, Stanley E. Order, M.D., P.C., d/b/a Center for Molecular Medicine, was
owed approximately $192,000 for services rendered to its patients, Mitchell E.
Levine, M.D., P.C., d/b/a Center for Neuro-Oncology, was owed approximately
$23,000 for services rendered to its patients and New York Medical Oncology,
P.C., d/b/a Center for Medical Oncology, was owed approximately $39,000 for
services rendered to its patients. As of December 31, 2000, we recorded a
provision of $520,000 (as restated) against fees receivable from the medical
groups.

      We intend to carry the amounts owed by the medical groups forward.

      The medical groups are obligated to perform research relating to our
nuclear pharmaceutical technologies. All right, title and interest in and to any
and all improvements to the nuclear pharmaceutical technologies that derive from
the medical groups' research belong to us.

      We must have FDA approval for our colloidal P32/MAA and radioactive
cisplatin technologies before we can begin marketing them. The FDA requires that
new drugs undergo thorough clinical testing before granting approval for the
marketing of the drugs. Currently, only colloidal P32/MAA is being studied,
since radioactive cisplatin has only recently been approved by the FDA for
clinical trials. We expect that the clinical trials being performed by the
medical groups we manage will help support the application for FDA approval of
our colloidal P32/MAA technology. Similarly, we expect that the clinical trials
of radioactive cisplatin, when they are conducted, will help support the
application for FDA approval of radioactive cisplatin.


                                       17
<PAGE>

      Although we provide the medical groups with the supplies they need to
conduct the clinical studies, we recoup the costs of these supplies through the
management fees we receive from the medical groups. The medical groups bill the
patients participating in the studies for the treatments they are given.
Consequently, the patients, and their insurance companies, provide revenue to
the medical groups, who in turn pay us management and licensing fees, thus
providing funding that supports the clinical studies of our nuclear
pharmaceutical technologies. If we were to conduct this research on our own,
without the medical groups, the costs would be prohibitive since they would not
be offset by the license fees and management fees derived from the treatment of
patients that we receive from the medical groups.

      The medical groups receive payment by the patients' insurance companies
and other payors for treatments and procedures that, while part of the study
being conducted, are accepted treatments and procedures that would normally be a
part of the treatment protocol for these patients in the absence of the drug or
methodology being studied. For example, a patient participating in the study may
receive treatments of colloidal P32/MAA, radiation and chemotherapy. The medical
groups would receive payment for the radiation and chemotherapy treatments, and
for the application of the colloidal P32/MAA.

      Prior to November 2000, the Center for Molecular Medicine and the other
medical groups conducting the clinical studies of colloidal P32/MAA also charged
patients for the colloidal P32/MAA administered to them. In November 2000, the
FDA asked Dr. Stanley Order to submit an Investigational New Drug Application
for colloidal P32/MAA. The FDA asked Dr. Order, rather than ISI, to file the IND
because Dr. Order was the principal researcher for the clinical studies. For
that reason, and because the FDA's request was directed to Dr. Order, we asked
Dr. Order to file the IND. Dr. Order, through the Center for Molecular Medicine,
filed the IND in November 2000. On December 21, 2000, the FDA advised Dr. Order
and the Center for Molecular Medicine that because of the higher dosages and
novel ways in which the drug was administered in the studies, the colloidal
P32/MAA as administered in the studies was a new drug within the meaning of the
FDA's regulations and asked Dr. Order and the Center for Molecular Medicine to
submit a request for permission to charge for the drug. The FDA's regulations
require persons conducting studies of new drugs that are the subject of an IND
to obtain the FDA's permission before charging participants in the studies for
the costs of the drug administered to them. Dr. Order and the Center for
Molecular Medicine have submitted a request for permission to charge patients
for the colloidal P32/MAA administered in the studies. Until such permission is
obtained, however, the medical groups we manage are not charging patients for
the colloidal P32/MAA administered to them. Prior to November 2000, the medical
groups charged patients in the clinical studies an aggregate of approximately
$300,000 for colloidal P32/MAA administered in the studies. If patients, or
their insurance providers, who paid for the colloidal P32/MAA administered in
the studies successfully claim that the medical groups were not entitled to
charge for the colloidal P32/MAA administered to the patients, the medical
groups could be liable to repay the amounts charged. If the medical groups are
required to repay these charges the medical groups may have difficulty paying us
the fees they owe us.

      The medical groups we manage also participate in clinical studies
sponsored by third party pharmaceutical companies. Because certain portions of
the weekly management fees we charge the medical groups are based on a
percentage of their billings, we share in the revenues that the medical groups
earn through their participation in the third party clinical studies. As with
the clinical studies of our nuclear pharmaceutical technologies, the medical
groups receive payment by the patients' insurance companies and other payors for
treatments and procedures that would normally be a part of the treatment
protocol for these patients in the absence of the drug or methodology being
studied, but are not reimbursed for any investigational drugs administered to
the patients unless such reimbursement has been approved by the FDA. The medical
groups also receive fees from the third party sponsors of the clinical studies
for participating in the studies.

      Approximately 45% of the patients treated by the medical groups we manage
are enrolled in the clinical studies of our colloidal P32/MAA technology and
approximately 1% are enrolled in third party clinical studies. Approximately 54%
of the patients treated by the medical groups are not enrolled in any formal
study being conducted by the medical groups.


                                       18
<PAGE>

      The following discussion is based on financial information presented as if
the acquisition of ISI had taken place as of the earliest period presented.

Results of Operations

Years Ended December 31, 2000 and 1999

Revenues

      Revenues for the year ended December 31, 2000, were $1,013,749, as
compared to $1,225,766 for the year ended December 31, 1999. This decrease of
$212,017, or 17.3%, was due to diminished revenue generated during this period
by the medical groups we manage. To date, the ability of the medical groups to
attract patients, and income derived from the treatment of those patients, has
depended to a great extent on our public relations efforts, which have resulted
in extensive media exposure. In 2001, we have embarked on a comprehensive
advertising program to complement our existing public relations efforts.

Costs and Expenses

      Costs of revenues were $418,947 for the year ended December 31, 2000, and
$493,409 for the year ended December 31, 1999. This decrease of $74,462, or
15.1%, was the result of a decrease in medical supplies required. Research and
development expenses increased from $611,190 for the year ended December 31,
1999, to $791,336 for the year ended December 31, 2000. This increase of
$180,146, or 29.5%, was due to an increase in isotope costs and wage increases,
as well as new hires attributable to commencement of clinical trials for the
treatment of high-grade brain tumors under ISI's contract with Mitchell E.
Levine, MD, PC d/b/a Center for Neuro-Oncology. General and administrative
expenses were $891,232 for the year ended December 31, 2000, and $166,872 for
the year ended December 31, 1999. This increase of $724,360, or 434.1%, was
primarily due to (a) an increase in professional fees associated with our status
as a publicly held entity and costs incurred in the submission of a registration
statement to the Securities and Exchange Commission, (b) a finder's fee of
$84,000 paid in connection with the acquisition of ISI, (c) wage increases and
new hires and (d) a provision for uncollectible fees receivable and advances
made of $570,000.

      From 1997 through December 31, 2000, we incurred an aggregate of
approximately $1,467,000 in research and development costs relating to our
colloidal P32/MAA technology, and approximately $190,000 in research and
development costs relating to our radioactive cisplatin technology.

Net Income (Loss)

      For the year ended December 31, 2000, we had a net loss of $925,671 ($.11
per share) versus a net loss of $36,155 ($.00 per share) for the year ended
December 31, 1999. This increase in the loss was due to both the decrease in
revenues and increase in costs and expenses as described above.

Liquidity and Capital Resources

      At December 31, 2000, our balance sheet reflected cash of $1,032,563,
working capital of $1,368,119 and a current ratio of 16.0 to 1. At our year-end
of December 31, 1999, the balance sheet reflected cash of only $19,145, working
capital of $334,000 and a current ratio of 3.3 to 1. The primary reason for the
positive increase in our liquidity was the completion of a private placement of
common stock in September 2000, which resulted in net cash proceeds of
approximately $1,900,000.

      Pursuant to our management/license agreements with the medical groups, we
have provided the medical groups with working capital advances from time to
time. The table below describes the working capital


                                       19
<PAGE>

advances we have made to each of Stanley E. Order, M.D., P.C., d/b/a Center for
Molecular Medicine, Mitchell E. Levine, M.D., P.C., d/b/a Center for
Neuro-Oncology, and New York Medical Oncology, P.C., d/b/a Center for Medical
Oncology, and the payments we have received from the medical groups against the
advances:

<TABLE>
<CAPTION>
                                                  1997             1998             1999             2000
<S>                                              <C>            <C>               <C>              <C>
      Stanley E. Order, M.D., P.C
      Advances                                   $56,154        $  64,241         $ 27,111         $ 75,000
      Repayments                                      --         (120,395)         (27,111)         (20,000)
      Interest                                        --               --               --              169
                                                 -------        ---------         --------         --------
      Advances receivable - end of period        $56,154               --               --         $ 55,169

      Mitchell E. Levine, M.D., P.C
      Advances                                        --               --              555               --
      Repayments                                      --               --               --             (555)
      Interest                                        --               --               --               --
                                                 -------        ---------         --------         --------
      Advances receivable - end of period             --               --         $    555               --

      New York Medical Oncology, P.C
      Advances                                        --               --               --           91,816
      Repayments                                      --               --               --               --
      Interest                                        --               --               --            1,510
                                                 -------        ---------         --------         --------
      Advances receivable - end of period                                                          $ 93,326
</TABLE>

      As of December 31, 2000, we recorded a provision of $50,000 (as restated)
against advances receivable from the medical groups.

      Cash received from the medical groups is first applied to reduce working
capital advances made and is then applied to fees receivable.

Forward-Looking Statements

      Some of the statements in this report are forward-looking statements that
involve risks and uncertainties. These forward-looking statements include
statements about our plans, objectives, expectations, intentions and assumptions
that are not statements of historical fact. You can identify these statements by
the following words:

                 o    "may"                o   "plans"
                 o    "will"               o   "expects"
                 o    "should"             o   "believes"
                 o    "estimates"          o   "intends"

and similar expressions. We cannot guarantee our future results, performance or
achievements. Our actual results and the timing of corporate events may differ
significantly from the expectations discussed in the forward-looking statements.
You are cautioned not to place undue reliance on any forward-looking statements.
Potential risks and uncertainties that could affect our future operating results
include, but are not limited to, the risks described in Exhibit 99.1 to this
report, including our limited operating history, history of losses, need to
raise additional capital, the high risk nature of our business and our
dependence on a few managed medical groups, as well as our ability to protect
our intellectual property rights.

ITEM 7. FINANCIAL STATEMENTS

      The financial statements required by Item 7 are included in this report
beginning on page F-1.


                                       20
<PAGE>

ITEM 13.              EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

      Exhibit
      Number                             Description
      ------        ------------------------------------------------------------

        2.1         Agreement and Plan of Merger dated as of September 8,
                    2000, by and among the registrant, ISI Merger Sub, Inc.,
                    and Molecular Radiation Management, Inc. (1)
        3.1         Certificate of Incorporation of the registrant. (2)
        3.2         By-Laws of the registrant. (2)
        4.1         Specimen of registrant's common stock certificate. (2)
        4.3         Form of warrant agreement for warrants issued to G-V
                    Capital, Inc. and its designees on September 26, 2000.
                    (4)
        10.1        Registration Rights Agreement, dated as of September 8,
                    2000, by and among Crown Cove Associates, LLC, Jack
                    Schwartzberg, Robert Keating, Bruce Baron, Dennis
                    Shields, Dennis Quirk, Harvey L. Greenberg, Harriet
                    Greenberg, Shraga David Aranoff, Richard Friedman, Jeff
                    Markowitz, Lawrence Kaplan, Stanley Kaplan, Edmond
                    O'Donnell, and the registrant.
        10.2        Employment Agreement, dated as of September 8, 2000, by
                    and between the registrant and Jack Schwartzberg. (3)
        10.3        Employment Agreement, dated as of September 8, 2000, by
                    and between the registrant and Shraga D. Aranoff. (3)
        10.4        Practice Management Services Agreement by and between
                    Stanley E. Order, M.D., P.C. d/b/a Center for Molecular
                    Medicine, and Molecular Radiation Management, Inc.,
                    dated as of December 1, 1997. (3)
        10.5        Practice Management Services Agreement by and between
                    Mitchell E. Levine, M.D., P.C. and Molecular Radiation
                    Management, Inc., dated as of January 1, 2000. (3)
        10.6        Practice Management Services Agreement by and between
                    New York Medical Oncology, P.C. and Molecular Radiation
                    Management, Inc., dated as of September 1, 2000. (3)
        10.7        Lease dated as of August 1, 2000 by and between Scott
                    Hotel Company, LLC, and Molecular Radiation Management,
                    Inc. (3)
        10.8        License Agreement dated as of November 24, 1997, by and
                    between Nassau Radiologic Group, P.C. and Molecular
                    Radiation Management, Inc. (3)
        10.9        Registrant's 2000 Long-Term Incentive Plan. (4)
        10.10       General Consulting Agreement, dated August 18, 2000, by
                    and between Center for Molecular Medicine and Chesapeake
                    Regulatory Group.*
        10.11       Intellectual Property Addendum to Practice Management
                    Services Agreement, dated March 27, 2001, by and among
                    Isotope Solutions, Inc., Molecular Radiation Management,
                    and New York Medical Oncology, P.C. (d/b/a Center for
                    Medical Oncology). *
        10.12       Intellectual Property Addendum to Practice Management
                    Services Agreement, dated March 27, 2001, by and among
                    Isotope Solutions, Inc., Molecular Radiation Management,
                    and Stanley E. Order, M.D., P.C. (d/b/a Center for
                    Molecular Medicine). *
        10.13       Intellectual Property Addendum to Practice Management
                    Services Agreement, dated March 27, 2001, by and among
                    Isotope Solutions, Inc., Molecular Radiation Management,
                    and Mitchell E. Levine, M.D., P.C. (d/b/a Center for
                    Neuro-Oncology). *
        10.14       Assignment of Patent No. 5,424,288, dated March 29,
                    1999, by Dr. Stanley E. Order to Molecular Radiation
                    Management, Inc. *
        10.15       Assignment of Patent No. 5,538,726, dated August 8,
                    2000, by Dr. Stanley E. Order to Molecular Radiation
                    Management, Inc. *
        10.16       Assignment of Patent Application Serial Number
                    09/272,549, dated March 29, 1999, by Dr. Stanley E.
                    Order to Molecular Radiation Management, Inc. *
        21.1        Subsidiaries of the registrant. (4)
        99.1        Risk factors.

----------

(1)   Incorporated by reference to EDG's Current Report on Form 8-K filed on
      September 19, 2000.


                                       23
<PAGE>

(2)   Incorporated by reference to EDG's Registration Statement on Form S-18
      (File No. 33-37674-NY).
(3)   Incorporated by reference to EDG's Annual Report on Form 10-KSB for the
      fiscal year ended June 30, 2000, filed on September 28, 2000.
(4)   Incorporated by reference to EDG's Registration Statement on Form SB-2,
      filed on February 7, 2001.

*Previously filed.


                                       24
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized on August 8, 2001.

                                   EDG CAPITAL, INC.


                                   By /s/ Shraga David Aranoff
                                      -------------------------------------
                                          Shraga David Aranoff, Chief Operating
                                          Officer and Vice President


                                       25
<PAGE>

                        - INDEX TO FINANCIAL STATEMENTS -

                                                                           Page
                                                                           ----

Consolidated Financial Statements of EDG Capital, Inc. and Subsidiary

Independent Auditors' Report - Successor Auditor                            F-2

Independent Auditors' Report - Predecessor Auditor                          F-3

Consolidated Financial Statements:

     Balance Sheets as of December 31, 2000 and 1999                        F-4

     Statements of Operations for the Two Years in the Period
       Ended December 31, 2000                                              F-5

     Statement of Shareholders' Equity for the Two
       Years in the Period Ended December 31, 2000                          F-6

     Statements of Cash Flows for the Two Years in the Period
       Ended December 31, 2000                                              F-7

Notes to Consolidated Financial Statements of EDG Capital, Inc.
and Subsidiary                                                              F-8

Unaudited Financial Statements of Stanley E. Order, M.D., P.C.:

      Balance Sheets as of December 31, 2000 and 1999                      F-20

      Statements of Operations (and Deficit) for the Years Ended
        December 31, 2000 and 1999                                         F-21

      Statements of Cash Flows for the Years Ended
        December 31, 2000 and 1999                                         F-22

Notes to Unaudited Financial Statements of Stanley F. Order, M.D., P.C     F-23


                                      F-1
<PAGE>

Independent Auditors' Report

To the Board of Directors and Shareholders
EDG Capital, Inc.
Garden City, New York

We have audited the accompanying consolidated balance sheet of EDG Capital, Inc.
(a New York corporation) and subsidiary as of December 31, 2000, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the year then ended (as restated - see Note 11). These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of EDG Capital, Inc.
and subsidiary as of December 31, 2000, and the results of their operations and
their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.


                                                  LAZAR LEVINE & FELIX LLP

New York, New York
March 23, 2001


                                      F-2
<PAGE>

KURCIAS, JAFFE & COMPANY LLP
CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
EDG Capital, Inc.
Garden City, New York

                                                    Independent Auditors' Report

We have audited the accompanying consolidated balance sheet of EDG Capital,
Inc., (a New York corporation) and subsidiary as of December 31, 1999 (as
restated - see Notes 1 and 11) and the related consolidated statements of
operations, shareholders' equity and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of EDG Capital, Inc.
and subsidiary as of December 31, 1999 and the results of their operations and
their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

Great Neck, New York
August 11, 2000


                                                /s/ Kurcias, Jaffe & Company LLP
                                                Kurcias, Jaffe & Company LLP
                                                Certified Public Accountants


                                      F-3
<PAGE>

                        EDG CAPITAL, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                   - ASSETS -
                                                                                           2000              1999
                                                                                       (as restated      (as restated -
                                                                                       -------------       See Note 1
                                                                                      - see Note 11)         and 11)
<S>                                                                                     <C>                 <C>
CURRENT ASSETS:
     Cash                                                                               $ 1,032,563         $ 19,145
     Fees receivable - net of allowance for doubtful accounts of $520,000 for
      2000 (Note 3a)                                                                        181,647          435,421
     Income tax refund receivable                                                            15,258               --
     Loans and advances - net (Note 3b)                                                      98,495              555
     Deferred tax asset (Note 8)                                                             36,550               --
     Prepaid expenses and other                                                              94,893           25,020
                                                                                        -----------         --------

TOTAL CURRENT ASSETS                                                                      1,459,406          480,141
                                                                                        -----------         --------
FIXED ASSETS - NET (Note 4)                                                                  90,209            9,697
                                                                                        -----------         --------

OTHER ASSETS:
     Intangible assets - net (Note 5)                                                        13,386            7,393
     Security deposits and other                                                              2,694            2,694
     Deferred tax asset (Note 8)                                                            104,787               --
                                                                                        -----------         --------
                                                                                            120,867           10,087
                                                                                        -----------         --------

                                                                                        $ 1,670,482         $499,925
                                                                                        ===========         ========

                    - LIABILITIES AND SHAREHOLDERS' EQUITY -

CURRENT LIABILITIES:
     Accounts payable                                                                   $    73,746         $ 70,007
     Accrued expenses                                                                        17,541            4,134
     Deferred revenue (Note 3a)                                                                  --           72,000
                                                                                        -----------         --------

TOTAL CURRENT LIABILITIES                                                                    91,287          146,141
                                                                                        -----------         --------

COMMITMENTS AND CONTINGENCIES (Notes 9, 10 and 12)

SHAREHOLDERS' EQUITY (Notes 6 and 7):
     Common stock, par value $.001; authorized 50,000,000 shares; 11,052,232 and
      8,004,014 shares issued and outstanding in 2000 and 1999, respectively                 11,052            8,004
     Additional paid-in capital                                                           2,470,507          322,473
     Retained earnings (accumulated deficit)                                               (902,364)          23,307
                                                                                        -----------         --------

                                                                                          1,579,195          353,784
                                                                                        -----------         --------

                                                                                        $ 1,670,482         $499,925
                                                                                        ===========         ========
</TABLE>

                             See accompanying notes.


                                       F-4
<PAGE>

                        EDG CAPITAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                   2000               1999
                                                               ------------       -------------
                                                               (as restated        (as restated
                                                                - see Note        - see Notes 1
                                                                    11)               and 11)
<S>                                                             <C>                 <C>
REVENUE:
  Management fees                                               $   884,249         $ 1,148,966
  License fees                                                      129,500              76,800
                                                                -----------         -----------
                                                                  1,013,749           1,225,766
                                                                -----------         -----------

COSTS AND EXPENSES:
  Costs of revenues                                                 418,947             493,409
  Research and development                                          791,336             611,190
  General and administrative expenses                               891,232             166,872
  Interest expense                                                    3,030                  --
  Interest and other income                                         (24,518)            (19,646)
                                                                -----------         -----------
                                                                  2,080,027           1,251,825
                                                                -----------         -----------

INCOME (LOSS) BEFORE PROVISION (CREDIT) FOR INCOME TAXES         (1,066,278)            (26,059)

  Provision (credit) for income taxes (Note 8)                     (140,607)             10,096
                                                                -----------         -----------

NET INCOME (LOSS)                                               $  (925,671)        $   (36,155)
                                                                ===========         ===========

EARNINGS (LOSS) PER COMMON SHARE:

    Basic and fully diluted                                     $     (0.11)        $       .00
                                                                ===========         ===========

WEIGHTED AVERAGE SHARES OUTSTANDING                               8,451,616           7,440,005
                                                                ===========         ===========
</TABLE>

                             See accompanying notes.


                                       F-5
<PAGE>

                        EDG CAPITAL, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                   Additional                             Total
                                                                    Common          Paid-In         Accumulated       Shareholders'
                                                    Shares           Stock          Capital           Deficit            Equity
                                                  ----------        -------        ----------        ---------         -----------
<S>                                                <C>              <C>            <C>               <C>               <C>
Balance at December 31, 1998, as restated          8,004,014        $ 8,004        $  322,473        $  59,462         $   389,939

Net income for the year (as restated - see
   Notes 1 and 11)                                        --             --                --          (36,155)            (36,155)
                                                  ----------        -------        ----------        ---------         -----------

Balance at December 31, 1999                       8,004,014          8,004           322,473           23,307             353,784

Shares issued in private placements                2,880,831          2,881         2,013,204               --           2,016,085

Compensatory shares                                  167,387            167           134,830               --             134,997

Net loss for the year (as restated - see
   Note 11)                                               --             --                --         (925,671)           (925,671)
                                                  ----------        -------        ----------        ---------         -----------

Balance at December 31, 2000                      11,052,232        $11,052        $2,470,507        $(902,364)        $ 1,579,195
                                                  ==========        =======        ==========        =========         ===========
</TABLE>

                             See accompanying notes.


                                       F-6
<PAGE>

                        EDG CAPITAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                  2000              1999
                                                                             --------------    ---------------
                                                                             (as restated -     (as restated -
                                                                              see Note 11)     see Notes 1 and
                                                                             --------------          11)
                                                                                               ---------------
<S>                                                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                        $  (925,671)        $(36,155)
     Adjustments to reconcile net income (loss) to net cash flows from
      operating activities:
        Depreciation and amortization                                              13,984           16,456
        Allowance for doubtful accounts                                           570,000               --
        Compensatory shares                                                       134,997               --
        Deferred taxes                                                           (141,337)              --
     Changes in operating assets and liabilities:
        Fees receivable                                                          (266,226)          56,184
        Prepaid expenses and other                                                (85,131)         (42,196)
        Accounts payable                                                            3,739          (33,370)
        Accrued expenses                                                           13,407              (43)
        Deferred revenue                                                          (72,000)          72,000
                                                                              -----------         --------
        Net cash (used) provided by operating activities                         (754,238)          32,876
                                                                              -----------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Capital expenditures                                                      (93,940)         (11,715)
        Loans and advances
                                                                                 (147,940)              --
        Patent costs                                                               (6,549)          (7,654)
                                                                              -----------         --------
        Net cash (used) by investing activities                                  (248,429)         (19,369)
                                                                              -----------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
        Net proceeds from sale of common shares                                 2,016,085               --
                                                                              -----------         --------
        Net cash provided by financing activities                               2,016,085               --
                                                                              -----------         --------

NET INCREASE IN CASH                                                            1,013,418           13,507

CASH, BEGINNING OF YEAR                                                            19,145            5,638
                                                                              -----------         --------

CASH, END OF YEAR                                                             $ 1,032,563         $ 19,145
                                                                              ===========         ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
        Interest paid                                                         $     3,030         $     --
        Income taxes paid                                                           3,901           26,079
</TABLE>

                             See accompanying notes.


                                       F-7
<PAGE>

                        EDG CAPITAL, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1 - DESCRIPTION OF BUSINESS:

            EDG Capital, Inc., (the Company) was incorporated in the State of
            New York on August 13, 1990; and was considered a development stage
            company until September 2000. On September 13, 2000, the Company
            merged with Isotope Solutions, Inc., ("ISI") a New York Corporation
            formerly known as Molecular Radiation Management, Inc. Subject to
            shareholder approval, the Company intends to amend its certificate
            of incorporation to change its name to "Isotope Solutions Group,
            Inc."

            The acquisition was effected pursuant to an Agreement and Plan of
            Merger (the "Agreement"), dated September 8, 2000, by and among the
            Company, MRM Merger Sub, Inc., a New York corporation and a wholly
            owned subsidiary of the Company ("Merger Sub"), and ISI. On
            September 13, 2000, Merger Sub was merged with and into ISI, with
            ISI being the surviving corporation, and ISI became a wholly-owned
            subsidiary of EDG.

            Pursuant to the Agreement, all of ISI's outstanding common stock,
            excluding its treasury stock which was cancelled, was converted into
            the right to receive an aggregate of 7,440,005 shares of the
            Company's common stock. Simultaneously with the closing of the
            Acquisition, the Company effected (a) a 2.57315 for one stock split
            in the form of a stock dividend payable to shareholders of record on
            August 23, 2000 (with all fractional shares being rounded up), and
            (b) raised gross proceeds of $2,100,000 from a private placement to
            accredited investors, of 2,603,844 shares of common stock at a price
            of $.8065 per share.

            The merger was accounted for and retroactively restated as a
            recapitalization rather than a business combination and accordingly,
            no goodwill has been recognized in this transaction. Historical
            information presented herein, for periods prior to the merger, have
            been restated to reflect only the operations of ISI, the operating
            company and the new reporting entity. The Company has also adopted
            the fiscal year end of ISI which is December 31. EDG Capital, Inc.,
            the former reporting company, had no operations prior to the
            recapitalization.

            ISI is a biopharmaceutical company that began operations in 1998 as
            a medical group management company. Although most of its revenues
            are still derived from our medical group management operations,
            today ISI is focused primarily on the development of nuclear
            pharmaceutical technologies for therapeutic use in the treatment of
            various cancers. With the help of the medical groups it manages ISI
            is developing two anti-cancer nuclear pharmaceutical technologies
            for which is owns the U.S. patent rights: radioactive cisplatin
            (195M cisplatin), a radioactive variation of a commonly used
            chemotherapy drug, and colloidal P32 macro-aggregated albumin (MAA),
            a nuclear-isotope use and delivery system. Pursuant to long-term
            contracts with these unrelated medical groups ("Practice Management
            Services Agreements"), ISI provides them with business, financial
            and marketing support while they conduct research and treat patients
            using ISI's technologies and traditional cancer treatment
            techniques. ISI charges the medical groups administrative fees for
            its services and license fees for the use of its nuclear
            pharmaceutical technologies in their practices. ISI owns all right,
            title and interest to any and all improvements to the nuclear
            pharmaceutical technologies that derive from the medical group's
            research.


                                       F-8
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      (a)   Principles of Consolidation:

            The consolidated financial statements include the accounts of the
            Company and its wholly owned subsidiary, Isotope Solutions, Inc. All
            significant intercompany balances and transactions have been
            eliminated in consolidation.

            The Practice Management Services Agreements (the "Agreements")
            entered into by ISI and the medical groups it manages are typically
            for a 30-year term and can be terminated by ISI for cause. ISI
            provides a comprehensive range of non-medical services but does not
            have the authority over (i) the medical groups' scope of services
            provided; (ii) patient acceptance policies; (iii) approval of
            operating and capital budgets and (iv) decisions relating to the
            compensation of the groups' licensed medical professionals and the
            selection and hiring of such professionals.

            Accordingly, under the guidance of Emerging Issues Task Force 97-2
            (EITF 97-2), the Company does not consolidate the financial
            statements of the medical groups with its own since under the terms
            of the Agreements, ISI did not and will not obtain a controlling
            financial interest in such groups.

      (b)   Estimates and Assumptions:

            The preparation of financial statements in conformity with
            accounting principles generally accepted in the United States of
            America (GAAP) requires management to make estimates and assumptions
            that affect the reported amounts of assets and liabilities and
            disclosure of contingent assets and liabilities at the date of the
            financial statements and the reported amounts of revenues and
            expenses during the reporting period. Actual results could differ
            from those estimates.

      (c)   Financial Instruments:

            The carrying amount of the Company's financial instruments, which
            include cash equivalents, fees receivable, loans and advances and
            accounts payable, approximates their fair value at December 31, 2000
            and 1999.

      (d)   Concentration of Credit Risk:

            Financial instruments which potentially subject the Company to
            concentrations of credit risk are cash equivalents and fees
            receivable. The Company, from time to time, maintains cash balances
            which exceed the federal depository insurance coverage limit. The
            Company performs periodic reviews of the relative credit rating of
            its bank to lower its risk. With respect to fees receivable, the
            Company limits its credit risk by performing ongoing credit
            evaluations and, has a security interest in the accounts receivable
            of the medical groups it manages. See also Note 3.

      (e)   Cash and Cash Equivalents:

            The Company considers all highly liquid investments with a maturity
            of three months or less when purchased to be cash equivalents.


                                      F-9
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

      (f)   Fixed Assets and Depreciation:

            Fixed assets are recorded at cost. Depreciation of the Company's
            fixed assets is computed using the straight-line and modified
            accelerated method. Amortization of leasehold improvements is
            provided using the straight-line method over the term of the related
            lease or the life of the respective asset, whichever is shorter.
            Replacements and major improvements are capitalized; maintenance and
            repairs are expensed as incurred. Gains or losses on asset
            dispositions are included in the determination of net income.

            The average estimated useful lives are as follows:

                                                                           Years
                                                                           -----
                    Computer and telephone equipment                       5 - 7
                    Medical equipment                                          5
                    Furniture and fixtures                                     7

      (g)   Intangible Assets:

            Intangible assets are comprised of patents and intellectual
            property. All intangible property is amortized by the straight line
            method, over their remaining useful lives, ranging from 9 to 19
            years. Intangibles are periodically reviewed to assess
            recoverability from future operations using undiscounted cash flows
            in accordance with SFAS No. 121 "Accounting for the Impairment of
            Long-Lived Assets and for Long-Lived Assets to be Disposed of". To
            the extent carrying values exceed fair values, an impairment loss is
            recognized in operating results.

      (h)   Stock-Based Compensation:

            The Company grants stock options for a fixed number of shares to
            employees with an exercise price equal to the fair value of the
            shares at the date of grant. The Company accounts for stock option
            grants in accordance with APB Opinion No. 25, Accounting for Stock
            Issued to Employees (APB 25) and related Interpretations because the
            Company believes the alternative fair value accounting provided for
            under FASB Statement No. 123, Accounting for Stock-Based
            Compensation, (FAS 123) requires the use of option valuation models
            that were not developed for use in valuing employee stock options.
            Under APB 25, because the exercise price of the Company's employee
            stock options equals the market price of the underlying stock on the
            date of grant, no compensation expense is recognized.

      (i)   Income Taxes:

            The asset and liability method is used in accounting for income
            taxes. Under this method, deferred tax assets and liabilities are
            recognized for operating loss and tax credit carry forwards and for
            the future tax consequences attributable to differences between the
            financial statement carrying amounts of existing assets and
            liabilities and their respective tax bases. Deferred tax assets and
            liabilities are measured using enacted tax rates expected to apply
            to taxable income in the years in which those temporary differences
            are expected to be recovered or settled. The effect on deferred tax
            assets and liabilities of a change in tax rates is recognized in the
            results of operations in the period that includes the enactment
            date. A valuation allowance is recorded to reduce the carrying
            amounts of deferred tax assets unless it is more likely than not
            that such assets will be realized.


                                      F-10
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

      (j)   Revenue Recognition:

            The Company has entered into various agreements to provide full
            business support to various un-related medical groups (See Note 1).
            The services the Company is to provide include, but are not limited
            to, treatment and laboratory space, furnishings and equipment,
            medical supplies and medicines, clerical and other non-medical
            services and staff, managerial and administrative services,
            consulting, and billing and collection. Revenues generated from such
            services are recognized as such services are provided. In addition,
            the Company also licenses several patents to these medical groups
            for treating solid tumor cancer for which a monthly license fee is
            charged.

            The Company charges the medical groups license fees on a monthly
            basis and management fees on a weekly and monthly basis. The weekly
            management fee covers consulting, billing and collection services
            and medical supplies. The monthly management fee covers treatment
            and laboratory space, furnishings and equipment, clerical services
            and staff and managerial and administrative services. The billing
            and collection services portion of the weekly management fee is
            based upon a percentage of the medical group's billings. The
            consulting and medical supplies portions of the weekly management
            fee are each equal to the Company's actual costs plus a percentage
            of such costs as a markup.

            The agreements entered into with the medical groups do not provide
            for relief against amounts owed to the Company. Management fees owed
            are based on the original amounts billed, whether or not the medical
            groups experience write-offs of uncollectible amounts from their
            patients and/or their patients' insurance carriers. However, the
            Company provides for an allowance against fees receivable to reflect
            the medical groups' ability to pay (i.e. cash generated by the
            medical groups upon collection of patient receivables). The Company
            has evaluated the patient receivables of each individual practice
            group and, based on this analysis, has determined that an allowance
            of $520,000 in the aggregate is required at December 31, 2000.

            In addition, the Company also licenses several patents to these
            medical groups for treating solid tumor cancer for which a monthly
            license fee is charged.

            (See Note 2n below).

      (k)   Marketing and Business Promotion:

            The Company expenses all marketing and business promotion
            expenditures as incurred. The Company incurred $64,778 and $67,748
            in marketing and business promotion costs during 2000 and 1999,
            respectively.

      (l)   Research and Development Expenses:

            Research and development costs are charged to expense when incurred
            and aggregated $791,336 and $611,190 for 2000 and 1999,
            respectively. Expenses directly related to research and development
            activities include the purchase of nuclear products (isotopes) and
            consulting fees incurred in the development of the Company's
            technologies. The Company also allocates certain overhead costs to
            research and development such as: (a) officers' salaries based on
            administrative time spent towards such activities; (b) rent based on
            space deemed utilized for such purposes and (c) transportation costs
            for patients participating in clinical trials.


                                      F-11
<PAGE>

      (m)   Earnings (Loss) per Common Share:

            Earnings per common share are calculated under the provisions of
            SFAS No. 128, "Earnings per Share," which established new standards
            for computing and presenting earnings per share. SFAS No. 128
            requires the Company to report both basic earnings per share, which
            is based on the weighted-average number of common shares
            outstanding, and diluted earnings per share, which is based on the
            weighted-average number of common shares outstanding plus all
            potential dilutive common shares outstanding.

      (n)   New Accounting Standards:

            Accounting standards adopted during 1999 include SFAS No. 130,
            "Reporting Comprehensive Income," and SFAS No. 131, "Disclosures
            about Segments of an Enterprise and Related Information." To date,
            the adoption of these standards had no effect on the Company's
            consolidated results of operations, financial position, or cash
            flows.

      (n)   New Accounting Standards (Continued):

            SFAS No. 130 establishes standards for the reporting and display of
            comprehensive income, which is defined as all changes in
            shareholders' equity during a period except those resulting from
            investments by and distributions to shareholders. The standard
            requires reporting certain transactions that result in a change in
            shareholders' equity to be included in other comprehensive income
            and displayed as a separate component in the consolidated statement
            of shareholders' equity.

            SFAS No. 131 establishes new standards for determining operating
            segments and disclosure requirements for those segments, products,
            geographic areas, and major customers.

            The Company also adopted SOP 98-1, "Accounting for the Costs of
            Computer Software Developed or Obtained for Internal Use," which
            requires that certain costs related to developing or obtaining
            internal use software should be capitalized. The adoption of this
            standard did not have a material effect on the Company's
            consolidated results of operations, financial position, or cash
            flows.

            In December 1999, the Securities and Exchange Commission (SEC)
            issued Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition
            in Financial Statements." (SAB No. 101). SAB No. 101 expresses the
            views of the SEC staff in applying generally accepted accounting
            principles to certain revenue recognition issues. Subsequently, SAB
            Nos. 101A and 101B were issued delaying the implementation of SAB
            No. 101 to the fourth quarter of 2001. The SAB requires companies to
            report any changes in revenue recognition as a cumulative change in
            accounting principles at the time of implementation in accordance
            with Accounting Principles Board ("APB") Opinion 20, "Accounting
            Changes". The Company does not believe that the adoption of SAB 101
            will have a material impact on the Company's financial position or
            results of operations.

            In March 2000, the Financial Accounting Standards Board (FASB)
            issued Interpretation No. 44 (FIN 44), "Accounting for Certain
            Transactions involving Stock Compensation, an Interpretation of APB
            Opinion No. 25." FIN 44 clarifies the application of APB No. 25 for
            certain issues, including the definition of an employee, the
            treatment of the acceleration of stock options and the accounting
            treatment for options assumed in business combinations. FIN 44
            became effective on July 1, 2000, but is applicable for certain
            transactions dating back to December 1998. The adoption of FIN 44
            did not have a material impact on the Company's financial position
            or results of operations.


                                      F-12
<PAGE>

            SFAS No. 132, "Employers' Disclosures about Pensions and Other
            Postretirement Benefits," revises the disclosure requirements
            related to pension and other postretirement benefits. The new
            standard does not change the measurement or accounting recognition
            for such plans. The Company does not currently provide any such
            benefits.

            New accounting standards issued include SFAS No. 133, "Accounting
            for Derivative Instruments and Hedging Activities," which
            establishes a comprehensive standard for the recognition and
            measurement of derivatives and hedging activities. The new standard
            requires that all derivatives be recognized as assets or liabilities
            in the statement of financial position and measured at fair value.
            Gains or losses resulting from changes in fair value are required to
            be recognized in current earnings unless specific hedge criteria are
            met. SFAS No. 133 will become effective for the Company beginning in
            the first quarter of fiscal year 2001. The Company has not
            determined the effect of this new standard; however, due to the
            Company's limited use of derivatives, the impact is not expected to
            be material.

      (o)   Reclassifications:

            Certain items on the financial statements for the 1999 year have
            been reclassified to conform to the current year's presentation.

NOTE 3 - FEES RECEIVABLE/LOANS AND ADVANCES:

      (a)   Fees Receivable:

            As of December 31, 2000, fees receivable consisted of management
            fees and license fees due from three medical groups managed by the
            Company. As of December 31, 1999, fees receivable were due from one
            group which was the Company's only client during that year.

      (b)   Loans and Advances:

            The Company periodically makes working capital advances to the three
            medical groups it currently manages. Such advances bear interest at
            an annual rate of 8%. Interest earned for 2000 aggregated $1,680 and
            is included in the balance receivable (net) as of December 31, 2000
            of $98,495.

            Repayments made by the three medical groups are first applied to
            reduce the working capital advances and then to fees receivable.

            As of December 31, 2000, the Company has recorded an allowance of
            $50,000 against the working capital advances made to one practice
            group, where collection of the entire balance owed seems doubtful.


                                      F-13
<PAGE>

NOTE 4 - FIXED ASSETS:

            Fixed assets consisted of the following as of December 31, 2000 and
            1999.

<TABLE>
<CAPTION>
                                                                      2000           1999
                                                                    --------        -------
<S>                                                                 <C>             <C>
            Computer and telephone equipment                        $ 85,683        $55,161
            Medical equipment                                          5,229             --
            Furniture and fixtures                                    21,052         12,685
            Leasehold improvements                                    49,822             --
                                                                    --------        -------
                                                                     161,786         67,846
            Less:  accumulated depreciation and amortization          71,577         58,149
                                                                    --------        -------
                                                                    $ 90,209        $ 9,697
                                                                    ========        =======
</TABLE>

            Depreciation and amortization amounted to $13,428 and $16,195 for
            2000 and 1999, respectively.

NOTE 5 - INTANGIBLE ASSETS - PATENTS:

            The Company owns all rights to three patents developed by a
            principal physician of one of the managed medical groups, which were
            assigned to ISI at a nominal cost of $1.00 each. The physician
            assigned the patents to ISI because ISI agreed to help him establish
            a practice and to provide the space, supplies, equipment and working
            capital advances, pursuant to the management/license agreement, to
            enable him to do so. Fees associated with establishing, filing and
            re-registering these patents have been capitalized and are being
            amortized over their remaining useful lives ranging from 9 to 19
            years. Amortization for the years ended 2000 and 1999 aggregated
            $556 and $261, respectively.

NOTE 6 - SHAREHOLDERS' EQUITY:

            The Company's authorized capital consists of 50,000,000 shares of
            common stock, $.001 par value per share.

            As discussed in Note 1, the Company issued an aggregate of 7,440,005
            shares of its common stock to the former shareholders of ISI in
            exchange for their shares of ISI's capital stock, in a merger
            transaction accounted for retroactively as a recapitalization.
            Simultaneously with this recapitalization, the Company effected a
            2.57315-for-one stock split in the form of a stock dividend.

            All share and per share amounts have been restated to reflect the
            stock split and recapitalization for all periods presented.

            In May 2000, the Company issued 154,389 shares of its common stock
            for net proceeds of $15,000 in a private placement.

            In September 2000, the Company completed the sale of 2,603,845
            (post-split) shares of its common stock at a per share price of
            $.8065, realizing net proceeds of $1,826,085. The Company also
            issued 104,000 shares of its common stock to two finders of the
            acquisition (see Note 1) which shares were valued in the aggregate
            at $83,876.

            In November 2000, the Company issued 63,387 shares of common stock
            in lieu of payment of legal fees aggregating $51,121.


                                      F-14
<PAGE>

            In December 2000, the Company completed the sale of 216,987 shares
            of its common stock in a private offering and realized net proceeds
            of $175,000.

NOTE 7 - STOCK OPTION PLAN:

            In September 2000, the Company adopted the EDG Capital, Inc. 2000
            Long-Term Incentive Plan (the "Plan") which is subject to
            shareholder approval. The Plan, which expires on December 31, 2010,
            authorizes the grant of individual incentive stock options or
            non-qualified options to purchase shares of the Company's common
            stock. The maximum number of shares that may be issued under the
            Plan is 1,247,983. As of December 31, 2000, the Company had issued
            options to purchase an aggregate of 673,000 shares of common stock
            under the Plan.

            Pro forma information regarding net income and earnings per share is
            required by Financial Accounting Standards Board Statement 123, and
            has been determined as if the Company had accounted for its employee
            stock options under the fair value method of that Statement. The
            fair value for these options was estimated at the date of grant
            using a Black-Scholes option pricing model with the following
            weighted-average assumptions for 2000; risk-free interest rate of
            6.02%, dividend yield of 0%, volatility factor of the expected
            market price of the Company's common stock of .13, and a
            weighted-average expected life of the option of 2 1/2 years.

            The Black-Scholes option valuation model was developed for use in
            estimating the fair value of traded options, which have no vesting
            restrictions and are fully transferable. In addition, option
            valuation models require the input of highly subjective assumptions
            including the expected stock price volatility. Because the Company's
            employee stock options have characteristics significantly different
            from those of traded options, and because changes in the subjective
            input assumptions can materially affect the fair value estimate, in
            management's opinion, the existing models do not necessarily provide
            a reliable single measure of the fair value of its employee stock
            options.

            For purposes of pro forma disclosures, the estimated fair value of
            the options is amortized to expense over the options' vesting
            period. The Company's pro forma information follows:

                                                                         2000
                                                                      ----------
              Pro forma net income                                    $(978,171)
              Pro forma earnings per common share:
                   Basic                                                   (.12)
                   Diluted                                                 (.12)

            A summary of the Company's stock option activity, and related
            information for the year ended December 31, 2000 follows:


                                      F-15
<PAGE>

<TABLE>
<CAPTION>
                                                                                                 2000
                                                                                   ----------------------------------
                                                                                                        Weighted-
                                                                                                         Average
                                                                                      Options            Exercise
                                                                                       (000)               Price
                                                                                   -------------      ---------------
<S>                                                                                <C>                    <C>
              Outstanding at the beginning of the year                                        --          $    --
              Granted                                                                    673,000            .8065
              Exercised                                                                       --               --
                                                                                   -------------
              Outstanding at the end of the year                                         673,000            .8065
                                                                                   =============
              Exercisable at the end of the year                                              --
                                                                                   =============

              Weighted-average fair value of options granted during the year       $         .52
                                                                                   =============
</TABLE>

            The weighted-average remaining contractual life of these options is
            3 years.

NOTE 8 - INCOME TAXES:

            The provision for income taxes is composed of the following:

<TABLE>
<CAPTION>
                                                      2000             1999
                                                   ---------         -------
<S>                                                <C>               <C>
            Current:
              Federal                              $      --         $ 5,796
              State                                       --           4,300

            Deferred:
              Federal                               (110,236)             --
              State                                  (30,371)             --
                                                   ---------         -------
                                                   $(140,607)        $10,096
                                                   =========         =======
</TABLE>

            At December 31, 2000, the Company has net operating loss
            carryforwards (NOLs) of $568,000 for income tax purposes that expire
            in years beginning 2020 and accordingly has a deferred tax asset of
            $246,337. Realization of the asset is dependent on generating
            sufficient taxable income in future periods to utilize the NOL.
            Management believes that it is more likely than not that a portion
            of the deferred tax asset will be realized and has therefore only
            established a valuation allowance of $105,000, as of December 31,
            2000.

            The components of deferred income taxes are as follows:

<TABLE>
<CAPTION>
                                                      2000             1999
                                                   ---------         -------
<S>                                                <C>               <C>
            Net operating loss carryforward        $ 246,337         $    --
            Less:  valuation allowance              (105,000)             --
                                                   ---------         -------
                                                   $ 141,337         $    --
                                                   =========         =======
</TABLE>


                                      F-16
<PAGE>

            The reconciliation of income tax computed at the U.S. federal
            statutory tax rates to income tax expense attributable to income
            before cumulative effect of accounting changes is:

<TABLE>
<CAPTION>
                                                                   2000             1999
                                                                 -------          -------
<S>                                                               <C>               <C>
            Tax at U.S. statutory rates                           (34.00)%          34.00%
            State income taxes net of federal tax benefit          (5.91)            6.18
            Other - net                                            15.17           (18.20)
                                                                 -------          -------
                                                                   24.74%           21.98%
                                                                 =======          =======
</TABLE>

NOTE 9 - COMMITMENTS AND CONTINGENCIES:

      (a)   Office Lease:

            In September 2000, the Company entered into a lease for office space
            which lease expires on April 30, 2003. This lease provides for an
            annual rent of $56,100.

      (b)   License Fee:

            The Company pays a monthly licensing fee of $25,000 to an unrelated
            entity for the use of its equipment, office space and technical
            support staff. This fee is subject to annual review.

      (c)   Employment Agreements:

            Effective September 8, 2000, the Company entered into an employment
            agreement with its President/Chief Executive Officer. This
            agreement, which expires on September 7, 2003, includes provisions
            for automatic extensions, causes for terminations and non-compete
            provisions. The agreement provides for an annual salary of $200,000,
            performance bonuses as determined by the board of directors, the
            grant of options to purchase 175,000 shares of the Company's common
            stock and certain other perquisites and benefits.

            Effective September 8, 2000, the Company also entered into an
            employment agreement with its Vice President/Chief Operating
            Officer. This agreement, which expires on September 7, 2003,
            includes provisions for automatic extensions, causes for termination
            and non-compete provisions. The agreement provides for an annual
            salary of $125,000, performance bonuses as determined by the board
            of directors, the grant of options to purchase 100,000 shares of the
            Company's common stock and certain other perquisites and benefits.

      (d)   Government Regulations:

            The Company is subject to significant governmental regulations since
            in the United States the Food and Drug Administration ("FDA") must
            approve a pharmaceutical product before it can be sold. Clinical
            testing and the FDA approval process for a new product usually lasts
            several years and involves substantial financial and other
            resources.


                                      F-17
<PAGE>

NOTE 10 - ECONOMIC DEPENDENCY:

            The Company, for 2000 and 1999, purchased raw materials for its
            nuclear pharmaceuticals primarily from two suppliers. Purchases for
            2000 and 1999 approximated $118,130 and $19,745, respectively.

NOTE 11 - RESTATEMENTS:

            The Company has further reviewed the collectibility of its accounts
            receivable and loans and advances receivable and has determined that
            an increase in the allowance for doubtful accounts of $520,000 and
            $50,000, respectively, was necessary as of December 31, 2000. The
            Company also determined that revenues recognized during 1999
            aggregating $72,000 pertained to the 2000 year. Accordingly, the
            Company has restated its 2000 and 1999 financial statements to
            reflect the increased allowance for doubtful accounts and the
            recognition of the revenues deferred as of December 31, 1999.

            The following tables present the impact of the restatements:

<TABLE>
<CAPTION>
                                                      As Previously
                                                        Reported           As Restated
                                                      -------------        -----------
<S>                                                   <C>                 <C>
            Year Ended December 31, 2000:
             Balance Sheet:
              Accounts receivable - net               $   701,647         $   181,647
              Loans and advances - net                    148,495              98,495
              Accumulated deficit                        (332,364)           (902,364)

<CAPTION>
                                                      As Previously
                                                        Reported           As Restated
                                                      -------------        -----------
<S>                                                   <C>                 <C>
            Year Ended December 31, 2000:
             Statement of Operations:
              License fee revenues                    $    57,500         $   129,500
              Costs and expenses                        1,510,027           2,080,027
              Net loss                                   (427,671)           (925,671)
              Basic and diluted loss per share        $      (.05)        $      (.11)

            Year Ended December 31, 1999:
             Balance Sheet:
              Deferred revenues                       $        --         $    72,000

             Statement of Operations:
              License fee revenues                        148,800              76,800
              Net income (loss)                            35,845             (36,155)
</TABLE>


                                      F-18
<PAGE>

NOTE 12 - SUBSEQUENT EVENTS:

            In May 2001, the Company was advised by Dr. Stanley E. Order that
            Associates in Radiation Oncology, P.A. had contacted him by letter
            dated April 30, 2001 and claimed that it was entitled to 50% of all
            royalties or fees obtained by Dr. Order from patent No. 5,538,726
            (see Note 5). Associates in Radiation Oncology's claim is apparently
            based on an agreement between Dr. Order and Cooper
            Hospital/University Medical Center dated June 5, 1991, pursuant to
            which Dr. Order became a clinical professor of radiology at the
            Robert Wood Johnson Medical School and a member of Associates in
            Radiation Oncology. Dr. Order left the medical school and ended his
            relationship with Associates in Radiation Oncology in December 1997,
            when he formed Stanley E. Order, M.D., P.C., d/b/a/ Center for
            Molecular Medicine, a medical practice group managed by the Company.
            The agreement between Dr. Order and Cooper Hospital/University
            Medical Center provided that, in the event that research was carried
            out with any corporate entity on a royalty or percentage return
            basis, Dr. Order would receive 50% of the income, 25% would be
            "returned" to a certain Radiation Research Fund, which is now
            defunct, and 25% would be "returned" to Associates in Radiation
            Oncology. The agreement also provided that in the event Dr. Order
            severed his relationship with Associates in Radiation Oncology, his
            percentage payment of any royalty payments or fees would continue.
            The agreement did not address the ownership or use of any patents or
            technology and was silent regarding assignment of any patents or
            technology. Associates in Radiation Oncology claims that the fees
            for obtaining the patent were paid by Associates in Radiation
            Oncology with the presumption of return based on future earnings.

            At present, the Company is not aware that any litigation has been
            commenced in this matter and believes that Associates in Radiation
            Oncology's claim is without merit. The Company and Dr. Order believe
            that they have meritorious defenses to this claim and intend to
            defend against this claim vigorously.


                                      F-19
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                                 BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
ASSETS                                                            2000             1999
                                                                  ----             ----
<S>                                                            <C>               <C>
Current Assets:
 Cash                                                          $  17,628         $ 13,706
 Prepaid licensing fees                                               --           72,000
 Accounts receivable, net                                        182,654          400,512
 Other current assets                                             65,705           31,396
                                                               --------------------------

Current Assets / Total Assets                                  $ 265,987         $517,614
                                                               ==========================

LIABILITIES AND STOCKHOLDER'S (DEFICIENCY) EQUITY
Current Liabilities:
 Accounts payable                                              $  61,460         $ 33,497
 Management/licensing fee payable - I.S.I                        486,677          435,421
 Other current liabilities                                           529              582
                                                               --------------------------

Current Liabilities                                              548,666          469,500
                                                               --------------------------

Long - Term Liabilities:
 Working capital advances - I.S.I                                 55,169               --
 Other long - term liabilities                                     8,360               --
                                                               --------------------------

Total Long - Term Liabilities                                     63,529               --
                                                               --------------------------

Total Liabilities                                                612,195          469,500
                                                               --------------------------

Stockholder's (Deficiency) Equity:
 Common stock                                                        100              100
 (Deficit) Retained earnings                                    (346,308)          48,014
                                                               --------------------------

Stockholder's (Deficiency) Equity                               (346,208)          48,014
                                                               --------------------------

Total Liabilities and Stockholder's (Deficiency) Equity        $ 265,987         $517,614
                                                               ==========================
</TABLE>


                                      F-20
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                     STATEMENTS OF OPERATIONS AND (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            2000                1999
                                                            ----                ----
<S>                                                    <C>                 <C>
Fee revenue                                            $   945,037         $ 1,980,725
                                                       -------------------------------

Operating expenses:
 Doctors' compensation                                     430,000             550,000
 Management/licensing fee - I.S.I                          794,444           1,225,766
 Insurance                                                  48,191              46,276
 Other operating expenses                                   66,444              87,159
                                                       -------------------------------

Total Operating Expenses                                 1,339,079           1,909,201
                                                       -------------------------------

Operating (Loss) Income                                   (394,042)             71,524

Provision for state income taxes                              (280)               (380)
                                                       -------------------------------

Net (Loss) Income                                         (394,322)             71,144

Retained earnings (Deficit) - Beginning of year             48,014             (23,130)
                                                       -------------------------------

(Deficit) Retained earnings - End of year              $  (346,308)        $    48,014
                                                       ===============================
</TABLE>


                                      F-21
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                        2000              1999
                                                                                        ----              ----
<S>                                                                                  <C>               <C>
Cash flows provided (used) by operating activities:
Net (loss)                                                                           $(394,322)        $  71,144
                                                                                     ---------------------------
Adjustments to reconcile net (loss) to net cash (used)
by operating activities:
(Increase) decrease in:
 Accounts receivable                                                                   217,858            16,875
Prepaid licensing fee                                                                   72,000           (72,000)
 Other current assets                                                                  (34,309)           (2,735)
Increase (decrease) in:
 Accounts payable                                                                       27,963            10,054
 Management/licensing fee payable - I.S.I                                               51,256           (56,184)
 Other current liabilities                                                                 (53)             (223)
 Other long - term liabilities                                                           8,360                --
                                                                                     ---------------------------

Total adjustments                                                                      343,075          (104,213)
                                                                                     ---------------------------

Cash flows (used) by operating activities                                              (51,247)          (33,069)
                                                                                     ---------------------------

Cash flows provided by financing activities:
Proceeds from working capital advances                                                  55,169                --
Proceeds from the issuance of common stock                                                  --               100
                                                                                     ---------------------------

Cash flows provided by financing activities                                             55,169               100
                                                                                     ---------------------------

Net increase (decrease) in cash and equivalents                                          3,922           (32,969)

Cash and equivalents - Beginning of year                                                13,706            46,675
                                                                                     ---------------------------

Cash and equivalents - End of year                                                   $  17,628         $  13,706
                                                                                     ===========================

Supplemental disclosures of cash flow information Cash paid during the period
for:
Interest expense                                                                     $   1,281         $     803
Income taxes                                                                         $     380         $     380
</TABLE>


                                      F-22
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

NOTE 1 - DESCRIPTION OF BUSINESS

            Stanley E. Order, M.D., P.C., doing business as the Center for
            Molecular Medicine ("the Company"), was incorporated in New York on
            May 8, 1997. The Company specializes in radiation oncology research
            and treatment. Radiation oncology is the treatment of tumors through
            radiation. The Company employs two physicians, Stanley E. Order,
            M.D., Sc.D, F.A.C.R. and Wayne S. Court, Ph.D., M.D. From the time
            of its incorporation through December 1, 1997, the Company had no
            operations. The Company commenced operations in December 1997, when
            it entered into an exclusive, full service, thirty year
            management/licensing agreement ("the agreement") with Isotope
            Solutions, Inc. ("ISI") formerly known as Molecular Radiation
            Management Inc. (Reference is made to the note regarding the
            management/licensing agreement with ISI).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS

            Use of estimates

            The preparation of financial statements in conformity with
            accounting principles generally accepted in the United States of
            America ("GAAP") requires management to make estimates and
            assumptions that affect reported amounts of assets and liabilities
            and disclosure of contingent assets and liabilities at the date of
            the financial statements and the reported amounts of revenues and
            expenses during the reporting period. Actual results could differ
            from those estimates.

            Fair value of financial instruments

            Statement of Financial Accounting Standards No. 107 Disclosures
            about Fair Value of Financial Instruments (FAS 107) requires
            disclosure of the estimated fair values of financial instruments.
            Fair values generally represent estimates of amounts at which a
            financial instrument could be exchanged between willing parties in a
            current transaction other than in a forced liquidation. The carrying
            amount of the Company's financial instruments, which include cash,
            accounts receivable, accounts payable, management fees payable and
            working capital advances payable, approximates their fair value as
            of December 31, 2000 and 1999.

            Fair value estimates are subjective and are dependent on a number of
            significant assumptions based on management's judgement regarding
            future expected loss experience, current economic conditions, risk
            characteristics of various financial instruments, and other factors.
            In addition, FAS 107 allows a wide range of valuation techniques,
            therefore, comparisons between entities, however similar, may be
            difficult.


                                      F-23
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS
         (Continued)

            Concentration of credit risk

            The Company maintains a bank account at a high quality bank. At
            various times during the year, the Company's cash in bank balances
            may exceed the federally insured limits of $100,000. The Company has
            not incurred any losses on this account. Management believes it is
            not exposed to any significant credit risk regarding the bank
            account.

            Cash and cash equivalents

            The Company considers all highly liquid investments with a maturity
            of three months or less when purchased to be cash and cash
            equivalents.

            Allowance for doubtful accounts

            The Company based the allowance for doubtful accounts on five
            percent (5%) of uncollected receivables as of December 31, 2000 and
            1999. Management believes that this is a reasonable estimate of
            doubtful accounts.

            Income taxes

            The Company has available at December 31, 2000, unused operating
            loss carryforwards of $324,340 that may be applied against future
            taxable income. This unused operating loss carryforward will expire
            in the years 2018 through 2020, with the majority of the loss
            carryforward expiring in the year 2020. The Company has not recorded
            a deferred tax asset since utilization of such a deferred tax asset
            is dependent on future taxable profits and it is unknown at the
            present time when future taxable profits will be realized.

            The components of the provision for Federal and state income taxes
            for the year ended December 31, 2000 and 1999, is as follows:

                                          2000        1999
                                          ----        ----
              Federal income taxes        $ --        $ --
              State income taxes           280        $380
                                          ----        ----
              Total                       $280        $380
                                          ====        ====

            State income taxes are comprised of minimum New York State income
            taxes for which the Company is subject to.


                                      F-24
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS
         (Continued)

            Revenue recognition

            The Company earns fees from evaluating and treating cancer patients.
            Revenues generated from such services are recognized as such
            services are provided.

            New accounting standards

            Accounting standards adopted during 1999 include SFAS No. 130,
            "Reporting Comprehensive Income," and SFAS No. 131: Disclosures
            about Segments of an Enterprise and Related Information." To date,
            the adoption of these standards has had no effect on the Company's
            results of operations, financial position, or cash flows.

            SFAS No. 130 establishes standards for the reporting and display of
            comprehensive income, which is defined as all changes in
            stockholders' equity during a period except those resulting from
            investments by and distributions to stockholders. The standard
            requires reporting certain transactions that result in a change in
            stockholders' equity to be included in other comprehensive income
            and displayed as a separate component in the statement of
            stockholders' equity.

            SFAS No. 131 establishes new standards for determining operating
            segments and disclosure requirements for those segments, products,
            geographic areas, and major customers.

            In March 2000, the Financial Accounting Standards Board (FASB)
            issued Interpretation No. 44 (FIN 44), "Accounting for Certain
            Transactions involving Stock Compensation, an Interpretation of APB
            Opinion No. 25." FIN 44 clarifies the application of APB No. 25 for
            certain issues, including the definition of an employee, the
            treatment of the acceleration of stock options and the accounting
            treatment for options assumed in business combinations. FIN 44
            became effective on July 1, 2000, but is applicable for certain
            transactions dating back to December 1998. The adoption of FIN 44
            did not have a material impact on the Company's financial position
            or results of operations.

            SFAS No. 132, "Employers' Disclosures about Pensions and Other
            Postretirement Benefits," revises the disclosure requirements
            related to pension and other postretirement benefits. The new
            standard does not change the measurement or accounting recognition
            for such plans. The Company does not currently provide any such
            benefits.

            New accounting standards issued include SFAS No. 133, "Accounting
            for Derivative Instruments and Hedging Activities," which
            establishes a comprehensive standard for the recognition and
            measurement of derivatives and hedging activities. The new standard
            requires that all derivatives be recognized as assets or liabilities
            in the statement of financial position and measured at fair value.
            Gains or losses resulting from changes in fair value are required to


                                      F-25
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS
         (Continued)

            be recognized in current earnings unless specific hedge criteria are
            met. SFAS No. 133 will become effective for the Company beginning in
            the first quarter of fiscal year 2001. The Company has not
            determined the effect of this new standard, however, due to the
            Company's limited use of derivatives, the impact is not expected to
            be material.

NOTE 3 - COMITTMENTS AND CONTINGENCIES

            Management/licensing agreement - Isotope Solutions, Inc.

            On December 1, 1997, the Company entered into an exclusive, full
            service thirty-year management/licensing agreement with Isotope
            Solutions, Inc. ("ISI"), expiring on November 30, 2027. Pursuant to
            the agreement, ISI provides the Company with a fully equipped and
            furnished research laboratory and treatment space and all necessary
            supplies, including the components of nuclear pharmaceuticals. ISI
            also provides the Company with all clerical personnel and other
            non-medical personnel sufficient to manage the Company's practice
            and research activities. Under the agreement, ISI also licenses to
            the Company the methods for treating solid tumor cancers covered by
            ISI patents. In addition, ISI also provides the group with a range
            of consulting and practice management services, including billing
            and collection.

            Per the agreement, the Company is obligated to continue its research
            relating to ISI's nuclear pharmaceuticals technologies and ISI owns
            all right, title and interest in and to any and all improvements to
            the nuclear pharmaceutical technologies that derive from the
            Company's research.

            The management/license agreement provides that the Company will pay
            license fees on a monthly basis and management fees on a weekly and
            monthly basis. The weekly management fee covers consulting, billing
            and collection services and medical supplies. The monthly management
            fee covers treatment and laboratory space, furnishings and
            equipment, clerical services and staff and managerial and
            administrative services. The billing and collection services portion
            of the weekly management fee is based upon a percentage of the
            medical group's billings. The consulting and medical supplies
            portions of the weekly management fee are each equal to ISI's actual
            costs plus a percentage of such costs as a markup. The weekly fee
            markup and the monthly license and management fees are set each year
            in advance by mutual agreement of the parties. Fees under the
            agreement totaled $794,444 and $1,225,766 for the years ended
            December 31, 2000 and 1999, respectively. The fees include $72,000
            and $76,800 of license fees for the years ended December 31, 2000
            and 1999, respectively.


                                      F-26
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

NOTE 3 - COMITTMENTS AND CONTINGENCIES (Continued)

            Pursuant to the agreement, ISI maintains a security interest in all
            of the Company's accounts receivable.

            Either party due to a non-compliance of terms may terminate the
            agreement under the agreement. However, the agreement contains
            certain non-competition and restrictive covenants against the
            Company, if the agreement is terminated, regardless of any reason.

            The agreement also allows ISI to purchase the Company for $100 if it
            should ever become lawful for ISI to acquire and operate the
            Company.

            The agreement also outlines terms for any working capital advances
            made to the Company. (Reference is made to the note regarding
            working capital advances).

            Stanley E. Order, M.D. - physician's employment contract

            On January 1, 1998, the P.C. entered into a three year employment
            agreement, expiring on December 31, 2000, with its sole stockholder
            and president, Stanley E. Order, M.D. This agreement was amended and
            modified on January 1, 2000, and expires on December 31, 2003.

            The original agreement provided for an annual salary of $300,000 to
            be paid to Dr. Order. Subsequently, beginning January 1, 2000, the
            agreement was modified to an annual salary of $180,000 based on a
            three-day work week. Dr. Order had been working four days a week
            through December 31, 1999. In addition, Dr. Order received a
            $100,000 signing bonus. Moreover, per the agreement, the P.C. is to
            maintain, for the benefit of Dr. Order, medical malpractice
            insurance coverage under primary and excess policies with respect to
            all patients seen on behalf of the practice, with coverage of at
            least $1 million per event and $3 million in the aggregate. Present
            coverage is $5 million per event and $7 million in the aggregate.
            Other compensation that the P.C. is to provide to Dr. Order, under
            the agreement, includes various employee benefits.

            In exchange for the above compensation package, Dr. Order is to
            conduct research in the field of oncological radiology and to care
            for and treat patients of the practice. Dr. Order is to work on a
            full time basis of three days per week.

            The agreement also contains certain covenants for Dr. Order not to
            compete for a period of one year to be applied after either the
            expiration or termination of the agreement. In addition, this
            contract may be terminated by either party, prior to its expiration,
            for reasonable cause such as the loss of the physician's license by
            Dr. Order.


                                      F-27
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

            NOTE 3 - COMITTMENTS AND CONTINGENCIES (Continued)

            Wayne S. Court, M.D. - physician's employment contract

            On July 15, 1998, the P.C. entered into a one-year employment
            agreement, which expired on July 14, 1999, with Wayne S. Court, M.D.
            This agreement has similar terms to Dr. Order's employment agreement
            with the P.C. (reference is made to the note regarding Physician's
            employment agreement with Dr. Stanley E. Order, M.D.). However, this
            agreement provides for an annual salary of $250,000 to be paid to
            Dr. Court. In addition, the agreement provides for an annual bonus
            of up to $150,000 to be paid to Dr. Court. The bonus is to be
            determined annually by the Board of Directors. Furthermore, Dr.
            Court is to be employed on a full time basis of five days per week.
            Present malpractice insurance coverage on Dr. Court is $1 million
            per event and $3 million in the aggregate. This contract is
            currently on a month to month basis and has yet to be formally
            renewed.

            Government Regulations

            The Company is subject to significant governmental regulations since
            in the United States the Food and Drug Administration ("FDA") must
            approve a pharmaceutical product before it can be sold. Clinical
            testing and the FDA approval process for a new product usually lasts
            several years and involves substantial financial and other
            resources.

NOTE 4 - WORKING CAPITAL ADVANCES

            The Company periodically receives working capital advances from ISI.
            Such advances bear interest at an annual rate of 8%. Interest on
            these loans was $169 and $-0- for the years ended December 31, 2000
            and 1999, respectively. Working capital advances payable was $55,169
            and $-0- for the years ended December 31, 2000 and 1999,
            respectively.

NOTE 5 - SUBSEQUENT EVENT

            On April 30, 2001 Dr. Stanley E. Order received a letter from
            Associates in Radiation Oncology, P.A. ("AROPA") which claimed that
            AROPA was entitled to 50% of all royalties or fees obtained by Dr.
            Order from patent No. 5,538,726. AROPA's claim is apparently based
            on an agreement between Dr. Order and Cooper Hospital/University
            Medical Center dated June 5, 1991, pursuant to which Dr. Order
            became a clinical professor of radiology at the Robert Wood Johnson
            Medical School and a member of AROPA. Dr. Order left the medical
            school and ended his relationship with AROPA in December 1997, when
            he formed Stanley E. Order, M.D., P.C., d/b/a/ Center for Molecular
            Medicine. The agreement between Dr. Order and Cooper
            Hospital/University Medical Center provided that in the event that
            research was carried out with any corporate entity on a royalty or
            percentage return basis, Dr. Order would receive 50% of the income,
            25% would be "returned" to a certain Radiation Research Fund, which
            is now defunct, and 25% would be "returned" to AROPA. The agreement
            also


                                      F-28
<PAGE>

            provided that in the event Dr. Order severed his relationship with
            AROPA, his percentage payment of any royalty payments or fees would
            continue.

            The agreement did not address the ownership or use of any patents or
            technology and was silent regarding assignment of any patents or
            technology. AROPA claims that the fees for obtaining the patent were
            paid by AROPA with the presumption of return based on future
            earnings.

            Currently, the Company is not aware that any litigation has been
            commenced in this matter and believes that AROPA's claim is without
            merit. The Company and Dr. Order believe that they have meritorious
            defenses to this claim and intend to defend against this claim
            vigorously. Therefore, the ultimate outcome of this matter cannot
            presently be determined.


                                      F-29