SCHEDULE 14C INFORMATION
                 Information Statement Pursuant to Section 14(c)
             of the Securities Exchange Act of 1934 (Amendment No.)

Check the appropriate box:
[ X ]  Preliminary Information Statement
[   ]  Definitive Information Statement

                          TRIANGLE IMAGING GROUP, INC.

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                  (Name of Registrant as Specified in Charter)


                                Vito A. Bellezza
                          Triangle Imaging Group, Inc.
                         4400 W. Sample Road, Suite 228
                          Coconut Creek, Florida 33073

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              (Name of Person(s) Filing the Information Statement)



Payment of Filing Fee (Check the appropriate box):
     [X] No Fee Required.
     [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

     1) Title of each class of securities to which transaction applies:
                     Common Stock, par value $.001 per share

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     2) Aggregate number of securities to which transaction applies:
                  13,150,978 shares of Common Stock Outstanding


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     3) Per unit  price  or  other  underlying  value  of  transaction  computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
                                       N/A

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     4) Proposed maximum aggregate value of transaction:

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     5) Total Fee Paid.

     [ ] Check box if any part of the fee is offset as provided by Exchange  Act
Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

     1) Amount Previously Paid:

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     2) Form, Schedule or Registration Statement No.:

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     3) Filing Party:

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     4) Date Filed:

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             THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY
                          THE MANAGEMENT OF THE COMPANY

             WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
                             NOT TO SEND US A PROXY.




                          TRIANGLE IMAGING GROUP, INC.
                         4400 W. SAMPLE ROAD, SUITE 228
                          COCONUT CREEK, FLORIDA 33073





                              INFORMATION STATEMENT
                                 TO STOCKHOLDERS
                                       OF
                          TRIANGLE IMAGING GROUP, INC.









                             November _______, 1998




<PAGE>

                                TABLE OF CONTENTS
                                                                            Page

Information Statement................................................          3

Outstanding Voting Securities........................................          4

Principal Stockholders...............................................          5

Election of Directors................................................          6

Adoption of the Option Plans.........................................          7

Ratification of Prior Changes to Authorized Capital..................          9

Approval of Amended and Restated Articles of Incorporation...........         11




<PAGE>


             THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY
                         THE MANAGEMENT OF THE COMPANY.

                           WE ARE NOT ASKING YOU FOR A
                           PROXY AND YOU ARE REQUESTED
                             NOT TO SEND US A PROXY.


                          TRIANGLE IMAGING GROUP, INC.
                         4400 W. SAMPLE ROAD, SUITE 228
                          COCONUT CREEK, FLORIDA 33073

                              INFORMATION STATEMENT

     This  Information  Statement  is  furnished  to holders of shares of common
stock,  $.001 par value (the "Common Stock"),  of Triangle  Imaging Group,  Inc.
(the "Company") to notify such  stockholders  that on or about November  ______,
1998 the Company  received written consents in lieu of a meeting of stockholders
from holders of ___________  shares of Common Stock  representing  approximately
______% of the total issued and outstanding  shares of voting stock (i) adopting
the 1997 Employee  Stock Option Plan and the 1997  Officers and Directors  Stock
Option  Plan,  including  the  amendments  thereto  (collectively,  the  "Option
Plans"),  (ii) electing Messrs.  Vito A. Bellezza,  Harold S. Fischer,  Peter J.
Bellezza,  Franz Fideli, J. Alan Lindauer and Charles D. Winslow as directors to
the Board of Directors of the Company for a one (1) year term,  (iii)  ratifying
certain prior changes to the Company's  authorized capital  structure,  and (iv)
approving  the  amendment  and   restatement   of  the  Company's   Articles  of
Incorporation   (collectively,   the  "Stockholder  Matters").  Certain  of  the
principal  stockholders   (described  on  Page  5  under  the  Section  entitled
"Principal  Stockholders") of the Company delivered Written Consents in favor of
the Stockholder Matters. Certain of the principal stockholders are also officers
and/or directors of the Company.

     On December 19, 1997,  the Board of Directors  approved the adoption of the
Option Plans and  recommended  that the  stockholders of the Company grant their
approval  thereto.  On July 30, 1998, and October 5, 1998 the Board of Directors
approved  amending the Option Plans to increase the number of shares  authorized
for  issuance  thereunder.  See,  "Adoption of the Option  Plans".  The Board of
Directors  and  management  of the Company  believe  that the Option  Plans will
enable  the  Company  and its  subsidiaries  to retain the  services  of, and to
motivate,  officers,  directors  and employees of the Company and to attract new
officers,  directors  and employees by providing  the  opportunity  to acquire a
proprietary interest in the Company.

     This  Information  Statement  describing  the  adoption and approval of the
Stockholder  Matters  is  first  being  mailed  or  furnished  to the  Company's
stockholders  on or about  November  _______,  1998,  and such matters shall not
become effective until at least 20 days thereafter.  The Company's Annual Report
on Form 10-KSB, and the amendment thereto on Form 10-KSB/A,  for the fiscal year
ended  December  31,  1997 are being  sent to  stockholders  together  with this
Information  Statement and are  incorporated  herein by  reference.  Expenses in
connection with the distribution of this  Information  Statement will be paid by
the Company and are anticipated to be less than $10,000.

     The Board of Directors knows of no other matters other than those described
in this Information Statement which have been recently approved or considered by
the holders of a majority of the shares of the Company's voting stock.


                          OUTSTANDING VOTING SECURITIES

     As of October  ______,  1998 (the  "Record  Date"),  out of the  50,000,000
shares of Common Stock authorized  there were 13,150,978  shares of Common Stock
issued and  outstanding,  and out of the 1,000,000 shares of the Preferred Stock
authorized there were no shares issued and outstanding.  The Company anticipates
(i) issuing 1,500 shares of the Company's  Series C Preferred  Stock in the near
future and (ii)  cancelling  as of  September  30, 1998,  270,000  shares of the
Company's Common Stock  previously  issued in connection with the acquisition of
Tri -Max Systems, Inc. See "Recent Developments."

     Only  holders of record of the Common Stock at the close of business on the
Record Date were entitled to participate in the Written Consents.  Each share of
Common Stock was entitled to one vote.

     The Florida  Business  Corporation Act ("FBCA")  provides in substance that
unless  the  Company's   certificate  of   incorporation   provides   otherwise,
stockholders'  may take  action  without a meeting of  stockholders  and without
prior  notice if a consent or consents in writing,  setting  forth the action so
taken,  is signed by the holders of  outstanding  stock having not less than the
minimum number of votes that would be necessary to take such action at a meeting
at which all shares entitled to vote thereon were present.  Under the applicable
provisions  of the FBCA,  such action is effective  when written  consents  from
holders of record of the minimum  number of shares of common stock  necessary to
authorize the action (here a majority of the outstanding shares of Common Stock)
are executed and delivered to the Company  within 60 days of the earliest  dated
consent delivered in accordance with the FBCA.

     In accordance  with the FBCA, the Company  received more than a majority of
the shares of Common Stock approving the Stockholder  Matters.  As a result, the
Company shall take all actions necessary to implement the Stockholder Matters.




<PAGE>


                             PRINCIPAL STOCKHOLDERS

     The  following  table sets  forth  information  as of the Record  Date with
respect to the beneficial  ownership of the outstanding  shares of the Company's
Common  Stock by (i) each person known by the Company to  beneficially  own five
percent (5%) or more of the outstanding  shares; (ii) the Company's officers and
directors; and (iii) the Company's officers and directors as a group.


<TABLE>

 Name and Address of         Shares of Common Stock
 Beneficial Owner<F1><F2>      Beneficially Owned           Percent of Class<F3>
-------------------------    ----------------------         --------------------   
<S>                              <C>                               <C>
Vito A. Bellezza<F4>              5,786,150<F5>                    37.4%
Harold S. Fischer<F6>             2,983,000<F7>                    21.5%
Peter J. Bellezza<F8>               225,000                         1.7%
Franz A. Fideli<F9>                 258,000                         2.0%
J. Alan Lindauer<F10>               500,000<F11>                    3.7%
Charles D. Winslow<F12>             100,000                          * %<F16>
Greg Seminack<F13>                   76,000<F14>                     * %<F16>
Rebecca Walzak<F15>                  17,000                          * %<F16>
All Officers and Directors        9,945,150<F5><F7><F11><F14>      66.3%
  as a Group (8 persons)


<FN>
<F16>
* represents less than 1% of the total number of shares of the Company's  Common
Stock outstanding

<F1>
1. Unless noted  otherwise,  the address for such person is c/o Triangle Imaging
Group, Inc., 4400 W. Sample Road, Suite 228, Coconut Creek, Florida 33073.

<F2>
2. Unless noted otherwise,  all shares indicated as beneficially  owned are held
of record by and the right to vote and transfer such shares lies with the person
indicated.  A person is deemed to be a  beneficial  owner of any  securities  of
which that person has the right to acquire  beneficial  ownership  within  sixty
(60) days.

<F3>
3. Calculated based upon 13,150,978 shares of common stock outstanding.

<F4>
4. Mr. Bellezza is the Chairman of the Board and Chief Executive  Officer of the
Company and Engineered Business Systems,  Inc., a wholly owned subsidiary of the
Company ("EBS") and QuickCREDIT Corp.  ("QCC"),  an operating  subsidiary of the
Company.

<F5>
5. Includes (i) 442,500 shares held of record by Mr.  Bellezza's  wife, and (ii)
2,300,000  shares of Common Stock issuable upon the exercise of stock options at
exercise prices ranging from $.05 to $1.875 per share.

<F6>
6. Mr. Fischer is a director and President of the Company, EBS and QCC.

<F7>
7. Includes (i) 283,000 shares of Common Stock owned by Mr.  Fischer's wife, and
(ii) 700,000  shares of Common Stock issuable upon the exercise of stock options
at exercise prices ranging from $.875 to $1.875 per share.

<F8>
8. Mr. Bellezza is a director of the Company.

<F9>
9. Mr. Fideli is a director of the Company.

<F10>
10. Mr. Lindauer is a director of the Company.

<F11>
11.  Includes  500,000  shares of Common  Stock  issuable to  Waterside  Capital
Corporation  at exercise  prices  ranging from $2.15 up to $3.00 per share.  Mr.
Lindauer is the  President  and Chief  Executive  Officer of  Waterside  Capital
Corporation.

<F12>
12. Mr. Winslow is a director of the Company.

<F13>
13. Mr. Seminack is the Company's Vice President of Finance.

<F14>
14.  Includes  75,000 shares of Common Stock issuable upon the exercise of stock
options at an exercise price of $3.00 per share.

<F15>
15. Ms. Walzak is the Company's Vice President of Consulting.

</FN>
</TABLE>


                             ELECTION OF DIRECTORS

     Under the By-Laws of the Company (the "By-Laws"), the Board of Directors of
the Company is required to be comprised of a minimum of three (3)  directors and
a maximum  of seven (7)  directors,  subject to which  limitation  the number of
directors may be fixed from time to time by action of the stockholders or of the
directors,  with all  directors  elected  by the  stockholders  each year at the
annual stockholders  meeting.  The Company's board presently consists of six (6)
directors.  Officers are elected  annually by and serve at the discretion of the
Board of Directors.

     The  Board  has  nominated  and  the  stockholders  have  elected  six  (6)
candidates to serve as directors all of whom are currently directors.  The names
and biographical summaries of the six (6) persons who have been nominated by the
Board of Directors and elected as members by the stockholders to serve until the
next annual meeting of stockholders are provided below.


Biographical Summaries of Nominees for the Board of Directors

     Vito A.  Bellezza  serves as Chief  Executive  Officer and  Chairman of the
Company,  and  also  serves  as Chief  Executive  Officer  of EBS and  QCC,  the
Company's  operating  subsidiaries.   Mr.  Bellezza  has  previously  served  as
President and sole  shareholder of Omnicap Corp., a merchant  banking firm since
June of 1993.  Additionally,  since 1981, Mr. Bellezza has served as a President
of Wealthmasters,  a financial  planning firm. Mr. Bellezza served as a licensed
sales  executive for US Life Equity Sales from 1980 to 1994. Mr. Bellezza served
as a sales representative of New York Life Insurance Co. from 1967 until 1996.

     Harold S. Fischer has served as President of the Company  since April 1997,
President of EBS since January 1997,  President of QCC since February 1998 and a
director of the Company since April 1997.  From June 1995 to December  1996, Mr.
Fischer  was the  President  of  Turnkey  Solutions,  Inc.,  a  marketing  media
replication and logistics firm. Previously, Mr. Fischer served as Vice President
with Wang  Laboratories,  Inc. from December 1990 to May 1995 and as a President
of the Commercial  Systems Division of Unisys Corporation from June 1988 through
December  1990.  Mr. Fischer held various  executive  responsibilities  with the
Unisys Corporation in his 30 year tenure there.

     Peter J.  Bellezza has served as a Director of the Company  since  January,
1993.  Prior to becoming a director of the Company,  Mr.  Bellezza served as the
President and was sole  stockholder of Alpha Systems,  Inc., a manufacturer  and
marketer of high end vacuum valves,  from 1968 to 1992. Mr.  Bellezza has been a
private investor managing his portfolio since 1992.

     Franz A.  Fideli has served as a Director  of the  Company  since  January,
1993. Mr. Fideli,  a  Professional  Engineer,  has served as President of Arctic
Contracting,  a heating,  ventilation and air conditioning  firm since 1985, and
currently is owner of Fideli Associates Consulting.

     J. Alan  Lindauer  has served as a Director  of the Company  since  October
1998.  Mr.  Lindauer has served as a director since July 1993 and as Chairman of
the Executive Committee of Waterside Capital Corporation since December 1993 and
since March 1994 as its President and Chief Executive  Officer.  Since 1986, Mr.
Lindauer  has been  President  of JTL,  Inc., a business  consulting  firm.  Mr.
Lindauer is a Certified Management Consultant. Mr. Lindauer is a director of the
following  publicly-traded  companies:  (i) Avery  Communications,  Inc., a long
distance telecommunications billing service company; (ii) Branch Bank & Trust of
Virginia,  a commercial bank; and (iii) Netplex Group,  Inc., a computer systems
integration company.

     Charles D.  Winslow  has served as a Director  of the  Company  since April
1998.  Mr. Winslow was a partner with Andersen  Consulting,  LLP from 1970 until
his  retirement  in December in 1994,  serving  most  recently as the  Worldwide
Managing Partner of Change Management.

     Vito A.  Bellezza  and Peter J.  Bellezza  are  brothers.  Except  for such
relationship,  there are no family  relationships  among any of the directors or
executive officers of the Company.


Meetings and Committees of the Board of Directors

     The Board of  Directors  met three (3) times  during the fiscal  year ended
December 31, 1997. No incumbent  Director  attended fewer than 100% of the total
number of Board of Directors  meetings.  The Board of  Directors  has a standing
Compensation Committee.

     The Compensation  Committee of the Board of Directors  consisted of Vito A.
Bellezza and Harold S. Fischer  during the fiscal year ended  December 31, 1997.
The Compensation  Committee is primarily responsible for reviewing  compensation
to be paid to  officers  of the  Company  and for  administering  the  Company's
compensation plans.


                          ADOPTION OF THE OPTION PLANS

     As of December 19, 1997, the Board of Directors of the Company,  subject to
approval of the Company's  stockholders,  adopted the 1997 Employee Stock Option
Plan (the  "Employee  Plan"),  and the 1997 Officers and Directors  Stock Option
Plan (the  "Officers and Directors  Plan",  together with the Employee Plan, the
"Option Plans"). Copies of the Employee Plan and Officers and Directors Plan are
attached  hereto as  Exhibits A and B,  respectively.  The purpose of the Option
Plans is to provide a means whereby selected employees,  officers, and directors
of the Company, or of any parent or subsidiary thereof, may be granted incentive
stock options  and/or  nonqualified  stock options to purchase  shares of Common
Stock in order to attract and retain the  services or advice of such  employees,
officers,  and directors and to provide additional incentive for such persons to
exert  maximum  efforts for the success of the  Company  and its  affiliates  by
encouraging stock ownership in the Company.  The description of the Option Plans
set forth below is  qualified  in its  entirety by reference to the full text of
each of the Option Plans contained in the exhibits hereto.


Description of the Option Plans

     The maximum  number of shares of Common  Stock with respect to which awards
may be granted pursuant to the Employee Plan and Officers and Directors Plan was
initially 300,000 shares and 600,000 shares, respectively. On July 30, 1998, the
Board reserved an additional 50,000 shares for issuance pursuant to the Employee
Plan and an additional  350,000 shares for issuance pursuant to the Officers and
Directors  Plan and amended said plans to reflect the same.  On October 5, 1998,
the Board of  Directors  reserved an  additional  1,150,000  shares for issuance
pursuant to the Officers and Directors Plan and amended said plan to reflect the
additional shares. Shares issuable under the Option Plans may be either treasury
shares or authorized but unissued shares, or shares purchased on the open market
and shall include shares representing the unexercised portion of Options granted
under the Plans which expire or terminate  without being  exercised in full. The
number of shares available for issuance will be subject to adjustment to prevent
dilution in the event of stock splits,  stock  dividends or other changes in the
capitalization of the Company.

     Subject to  compliance  with Rule 16b-3 of the  Securities  Exchange Act of
1934,  the Plan shall be  administered  by the Board of Directors of the Company
(the  "Board")  or, in the event the Board  shall  appoint  and/or  authorize  a
committee,  such as the  Compensation  Committee,  of two or more members of the
Board to administer the Plan, by such committee.  The  administrator of the Plan
shall  hereinafter  be referred to as the "Plan  Administrator".  Except for the
terms and conditions  explicitly set forth herein, the Plan Administrator  shall
have the authority, in its discretion,  to determine all matters relating to the
options to be granted under the Plan, including,  without limitation,  selection
of whether an option will be an incentive  stock option or a nonqualified  stock
option, selection of the individuals to be granted options, the number of shares
to be subject to each option, the exercise price per share, the timing of grants
and all other terms and conditions of the options.

     Options  granted  under the Option Plans may be "incentive  stock  options"
("Incentive  Options") within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"),  or stock options which are not incentive
stock options ("Non-Incentive Options" and, collectively with Incentive Options,
hereinafter referred to as "Options").  Each Option may be exercised in whole or
in part; provided, that only whole shares may be issued pursuant to the exercise
of any  Option.  Subject  to any other  terms and  conditions  herein,  the Plan
Administrator  may provide  that an Option may not be  exercised  in whole or in
part for a stated  period  or  periods  of time  during  which  such  Option  is
outstanding; provided, that the Plan Administrator may rescind, modify, or waive
any such limitation  (including by the acceleration of the vesting schedule upon
a change in control of the  Company) at any time and from time to time after the
grant date thereof. During an Optionee's lifetime, any Incentive Options granted
under the Plan are personal to such Optionee and are exercisable  solely by such
Optionee.

     Payment for shares of Common  Stock  purchased  upon  exercise of an Option
granted  under  either of the Plans  must be made in full in cash at the time of
such exercise;  provided,  however, that the Plan Administrator can determine at
the time the Option is granted in the case of Incentive Options,  or at any time
before exercise in the case of Nonincentive  Options,  that additional  forms of
payment will be permitted. To the extent permitted by the Plan Administrator and
applicable laws and regulations (including,  without limitation, federal tax and
securities  laws and  regulations  and state  corporate  law),  an option may be
exercised by:

     (a)  delivery of shares of Common  Stock of the Company held by an Optionee
having a fair market value equal to the exercise  price,  such fair market value
to be determined in good faith by the Plan Administrator;

     (b)  delivery of a properly  executed  Notice of  Exercise,  together  with
irrevocable  instructions to a broker, all in accordance with the regulations of
the Federal Reserve Board, to promptly deliver to the Company the amount of sale
or loan  proceeds to pay the  exercise  price and any federal,  state,  or local
withholding tax obligations that may arise in connection with the exercise; or

     (c)  delivery of a properly  executed  Notice of  Exercise,  together  with
instructions  to the  Company to withhold  from the shares of Common  Stock that
would  otherwise be issued upon  exercise  that number of shares of Common Stock
having a fair market value equal to the option exercise price.

     Upon a Change in  Control  of the  Company,  any award  carrying a right to
exercise that was not previously exercisable shall become fully exercisable, the
restrictions,  deferral limitations and forfeiture  conditions applicable to any
other award  granted  shall lapse and any  performance  conditions  imposed with
respect to awards shall be deemed to be fully achieved.

     Awards under the Option Plans may not be transferred,  pledged,  mortgaged,
hypothecated  or  otherwise  encumbered  other than by will or under the laws of
descent and distribution.

     The Board may amend,  alter,  suspend,  discontinue or terminate the Option
Plans at any time,  except that the Board may not  increase the number of shares
subject  to the Plan,  unless  such  increase  is due to a  reclassification  or
increase or decrease in the number of the issued shares of the Company's  Common
Stock, or reduce the option exercise price below 85% of fair market value of the
shares subject to the option at the time the option was granted. In addition, no
amendment to, or alteration,  suspension,  discontinuation or termination of the
Option Plans may materially impair the rights of any participant with respect to
any award  without such  participant's  consent.  Unless  terminated  earlier by
action of the Board of Directors, the Employee Plan and the Officer and Director
Plan shall  terminate  ten (10) years and five (5)  years,  respectively,  after
adoption by the shareholders.


               RATIFICATION OF PRIOR CHANGES TO AUTHORIZED CAPITAL

     For capital raising  purposes,  future  acquisitions and general  corporate
record keeping,  the Board of Directors of the Company  instructed the corporate
officers  to  undertake  a review of the  capital  structure  of the  Company to
determine  whether the necessary  lawful actions were taken to effect changes to
the Company's  authorized capital. The Board of Directors  determined,  upon the
advice of the Company's  General  Counsel and outside  legal  advisors to submit
each  of  the  historic  changes  to  the  Company's   authorized   capital  for
ratification by the Company's stockholders.  The stockholders were not asked to,
and did not approve, any new changes to the Company's authorized capital.

     A review of the corporate  records of the Company and the  Company's  files
maintained by the Secretary of State of Florida and the Company's transfer agent
revealed  the  following  reclassifications  of the  Company's  Common Stock and
amendments  to the  Company's  Articles  of  Incorporation,  all of  which  were
submitted  to and  ratified  by a  majority  of the  Company's  stockholders  on
November ____, 1998:


<TABLE>

                  Reclassification of Company Common Stock and
             Amendments to the Company's Articles of Incorporation


   Date Filed                              Summary of Amendment
------------------             -------------------------------------------------
<S>                            <C> 
September 22, 1988             Increased  number  of  authorized  shares  of 
                               Common Stock from 50,000,000 shares to
                               750,000,000 shares

November 18, 1988              Changed    name   of   the   Company   from  
                               Benefit Performances  of America,  Inc.  to 
                               Triangle  Group, Inc.

July 17, 1989                  Decreased  number  of  authorized  shares  of
                               Common  Stock from  750,000,000  shares to
                               75,000,000  shares and  effected a  1-for-10 
                               reverse  stock  split with respect to the shares
                               of Common Stock outstanding

September 27, 1989             Decreased the number of  authorized  shares of
                               Common Stock from  75,000,000  shares to  
                               10,714,286  shares and  effected  a 1-for-7
                               reverse  stock  split  with respect to the
                               shares of Common Stock outstanding

April 12, 1995                 Changed  name of the  Company  from  Triangle
                               Group, Inc. to Triangle Imaging Group, Inc.

April 24, 1995                 Increased the number of  authorized  shares of
                               Common Stock from  10,714,286  shares to
                               50,000,000  shares and  authorized  1,000,000
                               shares of  "blank  check" preferred  stock  and
                               effected  a  1-for-10  reverse stock  split
                               with  respect  to the  shares of Common Stock
                               outstanding

</TABLE>


                          AMENDMENT AND RESTATEMENT OF
                            ARTICLES OF INCORPORATION

     On November ______, 1998, the Board of Directors of the Company adopted and
submitted  to the  Company's  Stockholders  for  approval  amended and  restated
Articles of Incorporation,  a form of which is attached hereto as Exhibit C (the
"Restated  Articles").  While the authorized capital of the Company has not been
amended,  the Restated  Articles  will enable the Company,  in  accordance  with
Section  607.0602 of the FBCA and subject to approval of the Company's  Board of
Directors,  to establish the  preferences,  limitations and relative rights with
respect to any class of unissued shares of capital stock. The Restated  Articles
will also  enable the  Company to create new  classes of stock  which  grant the
holders thereof rights which will exceed the rights presently enjoyed by holders
of  Common  Stock.  There  are  currently  50,000,000  shares  of  Common  Stock
authorized, of which 13,150,978 shares are issued and outstanding, and 1,000,000
shares  of  "blank  check"  Preferred  Stock,  none  of  which  are  issued  and
outstanding.  The Board of  Directors  of the Company is of the opinion that the
Restated  Articles  will  enable  the  Company  greater  flexibility  in raising
additional  capital  through  the sale of a new class of the  Company's  capital
stock.  The company  anticipates  issuing Series C Preferred Stock following the
filing of the Restated  Articles  with the  Department  of State of the State of
Florida. See "Recent Developments."


Recent Developments

     As of September 30, 1998, the Company  rescinded the acquisition of Tri-Max
Systems,  Inc. ("Tri-Max").  In connection with the rescission,  the Company and
the former  stockholders  of Tri-Max were restored to the positions held thereby
prior to the  consummation of the sale of Tri-Max to the Company.  Specifically,
the Company  cancelled  the  270,000  shares of its Common  Stock  issued in the
transaction  and the sellers were  restored  with the  ownership of Tri-Max.  In
addition,  the  Company  entered  into  Consulting  Agreements  with each of the
sellers for a period of six months.

     On October 15, 1998,  the Company  entered into a Series C Preferred  Stock
Purchase   Agreement  (the   "Purchase   Agreement")   with  Waterside   Capital
Corporation,  a small business  investment  company  ("Waterside"),  pursuant to
which the  Company has agreed to issue 1,500  shares of the  Company's  Series C
Preferred  Stock and a Warrant  exercisable  for shares of the Company's  Common
Stock (the "Warrant") in exchange for the investment of $1,500,000. The Purchase
Agreement  requires  that the Company use the proceeds from the  transaction  to
repay a portion of that  certain  promissory  note  issued by the Company to the
former owners of Engineered Business Systems, Inc., a wholly owned subsidiary of
the Company,  repay trade payables and for working capital purposes. The Company
is also obligated  under the terms of the Purchase  Agreement to cause a nominee
of  Waterside  to be  elected to the Board of  Directors  of the  Company  which
obligation has been satisfied by the  appointment of Mr. J. Alan Lindauer to the
Board  of  Directors.  In light of the  fact  that the  Company  was not able to
lawfully  assign rights and  preferences to a class of preferred stock under its
existing Articles of Incorporation, the Company issued to Waterside a promissory
note in the aggregate  principal  amount of  $1,500,000  (the "Note") in lieu of
issuing  shares of the Company's  Series C Preferred  Stock at the closing.  The
Note bears interest at the rate of 14% per annum;  provided however, that should
the Company issue to Waterside  the shares of the  Company's  Series C Preferred
Stock  purchased  pursuant to the Purchase  Agreement prior to January 15, 1998,
all of the Company's  obligations under the Note,  including without  limitation
its  obligation  to  pay  interest,  shall  terminate.  Each  of  the  Company's
subsidiaries have guaranteed the Company's obligations under the Note.

     Upon  issuance  of the  Company's  Series C  Preferred  Stock,  the holders
thereof will have the right (i) to receive a  liquidation  payment of $1,000 per
share plus accrued unpaid  dividends,  (ii) to receive a quarterly cash dividend
of $31.25 per share,  commencing  on January 15, 1999 (except for shares  issued
prior to January  15,  1999 the  holders of which  shall be  entitled to receive
dividends based upon the shares being deemed issued on October 15, 1998),  (iii)
to vote with respect to certain  matters  which  adversely  effect the holder of
Series C Preferred Stock,  (iv) to elect one member to the Board of Directors of
the  Company,  and (v) to require  the  Company to redeem the shares of Series C
Preferred  Stock  commencing  as of  October  15,  2003 at a price of $1,500 per
share.  In addition,  the Company may not (a) issue any shares of capital  stock
with rights pari passu with, or superior to, the Series C Preferred Stock or (b)
redeem under certain circumstances shares of capital stock ranking junior to the
Series C Preferred Stock,  without the prior written consent of the holders of a
majority of the Series C Preferred shares.

     The  Warrant  entitles  the  holders to  purchase  up to the greater of (i)
500,000  shares of the  Company's  Common  Stock or (ii) 1% of the shares of the
Company's  Common Stock  outstanding  on a fully diluted  basis.  The Warrant is
exercisable  at any time prior to October 15, 2005 at an exercise price of $2.15
per share for 300,000 shares and at the Market Price (as defined in the Warrant)
for 200,000  shares;  provided  however,  in no event will the exercise price be
less than $2.15 per share or more than $3.00 per  share.  Commencing  on October
16,  1999,  the  Warrant is  redeemable  by the  Company  upon thirty days prior
written notice in the event that the closing price of the Company's Common Stock
equals  or  exceeds  twice  the  applicable  exercise  price  per share for five
consecutive  trading  days. In addition,  the Company  granted the holder of the
Warrant  certain  piggyback  registration  rights with  respect to the shares of
Common Stock issuable upon the exercise thereof.


Incorporation of Documents By Reference

         The  following  documents  or  portions  thereof,  as  filed  with  the
Securities and Exchange  Commission by the Company,  are incorporated  herein by
reference into this Prospectus:

     (1) Annual Report on Form 10-KSB/A dated November 2, 1998.

     (2) Quarterly Report on Form 10-QSB for the quarter ended June 30, 1998.

     (3) Current Report on Form 8-K filed on June 23, 1998.

     (4) Quarterly Report on Form 10-QSB for the quarter ended March 30, 1998.

     (5) Annual Report on Form 10-KSB for the year ended December 31, 1997.



    IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT
                      AND/OR THE AMENDMENT, PLEASE CONTACT:

                                Vito A. Bellezza
                          Triangle Imaging Group, Inc.
                         4400 W. Sample Road, Suite 228
                          Coconut Creek, Florida 33073
                                 (954) 968-2080


                           By order of the Board of Directors
                           Triangle Imaging Group, Inc.




                           Vito A. Bellezza,
                           Chairman and
                           Chief Executive Officer


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


                                    Exhibit A


                         1997 Employee Stock Option Plan

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


                          TRIANGLE IMAGING GROUP, INC.
                         1997 EMPLOYEE STOCK OPTION PLAN



                                    ARTICLE I
                                     PURPOSE

     Triangle Imaging Group,  Inc. Stock Option Plan (the "Plan") is designed to
assist  Triangle  Imaging Group,  Inc. (the  "Company") and its  subsidiaries to
retain the services of and to motivate  selected key employee  personnel  and to
attract new employee  personnel by providing the  opportunity for such personnel
to acquire a  proprietary  interest  in the  Company  and thus in its growth and
success.  The term  "subsidiary"  for this purpose shall mean any corporation in
which the Company owns,  directly or indirectly,  stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock.


                                   ARTICLE II
                                 ADMINISTRATION

     The Plan shall be  administered by a Committee of the Board of Directors of
the Company (the  "Compensation  Committee").  The Compensation  Committee shall
consist of at least two  members of the Board of  Directors  as  selected by the
vote of the Board.  The  Compensation  Committee  shall have full  authority and
responsibility  to interpret and  administer the terms of the Plan and may adopt
rules and regulations governing the administration of the Plan.

     The  Compensation  Committee  shall be  responsible  for the  selection  of
employees to whom options may be granted under the Plan,  the  determination  of
the type of option and the number of shares which shall be subject to any option
granted under the Plan, and the establishment of the time period(s) during or at
the  end of  which  options  granted  under  the  Plan  must  be  exercised.  In
discharging this  responsibility,  the  Compensation  Committee may consult with
individual members of the Board of Directors of the Company, with the management
of the Company and the management of any of its subsidiaries, or with such other
persons as the Compensation Committee may deem appropriate.

     The  Compensation  Committee shall determine the above  referenced  matters
based  upon the  Compensation  Committee's  own  consideration  of the  criteria
established under the Plan for granting options.

     Any member of the Compensation  Committee who is also an employee  eligible
to participate in the Plan shall not vote or act on any matter  relating  solely
to himself  during the period during which he is so eligible to  participate  in
the Plan.


                                   ARTICLE III
                            PARTICIPATION IN THE PLAN

     Key  employees  of the  Company and its  subsidiaries  (whether or not such
employees also may be members of the Board of Directors of any such corporation)
shall be eligible to participate in the Plan.  Actual  participation in the Plan
shall be limited to  employees of the Company and its  subsidiaries  selected by
the Compensation Committee, in its sole and absolute discretion,  to participate
in the Plan.


                                   ARTICLE IV
                            SHARES SUBJECT TO OPTION

     The  shares of stock  subject to  options  granted  under the Plan shall be
shares of the common capital stock of the Company  ("Company  Stock").  The Plan
shall consist of 300,000 options.  The aggregate number of such shares which may
be Issued under the Plan may not exceed 300,000 unless the provisions of Article
VIII apply.  Such shares of the Company may be authorized  and unissued  shares,
treasury  shares,  or shares  purchased  on the open market for  purposes of the
Plan, and shall include shares  representing the unexercised  portion of options
granted  under the Plan which expire or  terminate  without  being  exercised in
full.


                                    ARTICLE V
                           OPTIONS AVAILABLE FOR GRANT

     Options  available  for  grant  under  the  Plan are (i)  "incentive  stock
options," within the meaning of Section 422 of the Internal Revenue Code of 1986
or any successor provision of similar import and effect; and (ii) "non-qualified
options,"  which,  for purposes of this Plan,  shall mean  options  which do not
qualify as incentive stock options.  Each option granted under the Plan shall be
clearly  identified  as  either an  incentive  stock  option or a  non-qualified
option.

     For   convenience   of  reference   only,   incentive   stock  options  and
non-qualified  options are sometimes  jointly referred to in this Plan merely as
"options." In such cases, the terms of the Plan are intended to apply separately
to each type of option (i.e., incentive stock option or non-qualified option) as
if it were the only type of option available for grant under the Plan.

     No grant shall be made under the Plan of a combination  of incentive  stock
options  and  non-qualified  options  to a single  recipient  where the right to
exercise one type of option would affect the  recipient's  right to exercise the
other type of option.


                                   ARTICLE VI
               LIMITATIONS ON EXERCISE OF INCENTIVE STOCK OPTIONS

     The  aggregate  fair  market  value  (determined  at the time the option is
granted) with respect to which  incentive  stock options are  exercisable by any
individual  employee  during  any  calendar  year  (under  all such plans of the
Company and its subsidiaries) shall not exceed $100,000.


                                   ARTICLE VII
                           OPTION TERMS AND CONDITIONS

     Each  option  under the Plan shall be  represented  by an option  agreement
which shall be in such form and contain such terms as the Compensation Committee
in  its  sole   discretion   shall   determine.   Incentive  stock  options  and
non-qualified  options may be described in the same option  agreement,  but each
type of option shall be clearly identified as to its status. Each such agreement
shall  specify  the number of shares of Company  Stock  which are subject to the
option and  establish the time  period(s)  during or at the end of which options
(or portions thereof) granted under the Plan must be exercised. In addition, all
option  agreements  under  the Plan  shall  include  provisions  which  are,  in
substance, identical to the following:

     1.  Price.  The price per share of Company  Stock at which an option may be
exercised  shall not be less than fair market value of such stock on the date of
grant of the option.  In the case of a participant  in the Plan who owns Company
Stock  possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any of its subsidiaries, the option
price shall not be less than one  hundred ten percent  (110%) of the fair market
value of such stock on the date the option is granted.

     2. Payment of Option Price.  Payment for shares of Company Stock  purchased
upon  exercise of an option  granted under the Plan shall be made in full at the
time of such exercise. Such payment shall be made in cash or wholly or partly in
shares  of  Company  Stock,  unless  otherwise  prohibited  by the  Compensation
Committee,  having at the time the option is exercised, an aggregate fair market
value equal to the portion of the option price not paid for in cash.

     3. Terms. All options granted hereunder shall be exercisable as of the date
of grant unless determined otherwise by the Compensation Committee.

     No option  shall  have a term  extending  beyond ten years from its date of
grant.  In the case of a participant in the Plan who owns stock  possessing more
than ten  percent  (10%) of the total  combined  voting  power of all classes of
Company  Stock  or  any  of  its  subsidiaries,  no  option  granted  to  such a
participant  shall  have a term  extending  beyond  five  years from its date of
grant.

     4. Transferability.  No option shall be transferable otherwise than by will
or the laws of descent and  distribution.  During the lifetime of a recipient of
an option under the Plan, the option may be exercised only by such recipient.

     5. Retirement and Other Termination of Employment.  Upon the termination of
employment of a participant in the Plan,  where such participant is eligible for
either normal or early retirement benefits,  or due to such participant becoming
disabled (as described in Section 22 (e) (3) of the Internal  Revenue Code), any
non-qualified  option and any incentive stock option granted to such participant
may be exercised,  to the extent that the option was exercisable on such date of
termination of  employment,  only until the earlier of sixty days after the date
of such termination of employment or the original expiration date of the option.

     Upon the  termination  of employment of a  participant  in the Plan,  under
circumstances  not covered  within the  foregoing  paragraph  and other than for
cause or death,  any  option  theretofore  granted  to such  participant  may be
exercised,  to the extent that the option was  exercisable  by him or her on the
date  of  termination,  within  sixty  days  or such  additional  period  as the
Compensation Committee may determine after the date of his or her termination of
employment,  but in no event  later  than the  original  expiration  date of the
option.

     Upon the  termination  of employment  of a participant  in the Plan by such
participant's  employer  for  cause,  any  option  theretofore  granted  to such
participant  shall  terminate and may not be exercised to any extent on or after
the date of such termination of employment.

     6.  Death of a  Participant.  Upon the death of a  participant  in the Plan
during the course of such  participant's  employment  with the Company or one of
its subsidiaries,  or within sixty days following such participant's termination
of employment,  at which time such participant was eligible for either normal or
early  retirement  benefits or was  disabled,  as  contemplated  in Section 5 of
Article  VII  hereof,  any  non-qualified  option  theretofore  granted  and any
incentive  stock option  granted to such  participant  may be exercised,  to the
extent that the option was exercisable by such participant on the date of death,
only until the later of one year after the  participant's  death,  or sixty days
after such participant's  termination of employment,  but in any event not later
than the original expiration date of the option.

     Upon the death of a participant  in the Plan,  within sixty days  following
termination of employment,  at which time such  participant was neither disabled
nor eligible for either normal or early  retirement  benefits as contemplated in
Section 5 of Article VII hereof,  and such  termination  of employment was other
than for cause, any option  previously  granted may be exercised,  to the extent
that the option was exercisable by such  participant on the date of death,  only
until the  earlier of one year  after the  participant's  death or the  original
expiration date of the option.

     Upon the death of a participant in the Plan,  such options may be exercised
by the deceased  participant's  designated  beneficiary  or, in the absence of a
beneficiary  designation,  by the  deceased  participant's  lawful  successor in
interest.

     7.   Beneficiary   Designations.   A  participant   may  designate  to  the
Compensation  Committee,  on a form provided by the  Compensation  Committee for
that purpose, a beneficiary or beneficiaries to receive any benefits or exercise
any rights  under the Plan which are  specifically  permitted  to be received or
exercised by such  beneficiary  under the Plan. Such designation may be canceled
or changed by the participant in his  discretion,  but no cancellation or change
will be recognized by the Compensation Committee unless effected in writing on a
form provided by the Compensation  Committee for that purpose and filed with the
Compensation Committee.

     8.  Participant's  or  Successor's  Rights  as  Stockholders.  Neither  the
recipient  of an option  under the Plan nor his or her  successors  in  interest
shall have any rights as a stockholder of the Company with respect to any shares
subject to an option  granted to such  recipient  until such recipient or his or
her successor in interest becomes a holder of record of such shares and receives
a certificate or certificates  representing  such shares from the Company or its
duly authorized agent.

     9. Regulatory Approval and Compliance. The Company shall not be required to
issue any certificate or certificates  for shares of its stock upon the exercise
of an option  granted  under  the Plan,  or record as a holder of record of such
shares the name of the individual  exercising an option under the Plan,  without
obtaining  to the  complete  satisfaction  of the  Compensation  Committee,  the
approval  of  all  regulatory   bodies  deemed  necessary  by  the  Compensation
Committee,  and  without  complying  to the  Compensation  Committee's  complete
satisfaction with all rules and regulations,  under federal, state, or local law
deemed applicable by the Compensation Committee.

     10.  Withholding  Taxes.  Federal,  state  or  local  law may  require  the
withholding  of  taxes  applicable  to gains  resulting  from  the  exercise  of
non-qualified  stock options granted hereunder.  Unless otherwise  prohibited by
the  Compensation  Committee,  each participant may satisfy any such withholding
tax obligation by any of the following  means or by a combination of such means:
(i) tendering a cash payment;  (ii) authorizing the Company to withhold from the
shares of the Company Common Stock  otherwise  issuable to the  participant as a
result of the  exercise  of the  non-qualified  stock  option a number of shares
having  a fair  market  value,  as of the date the  withholding  tax  obligation
arises,  less than or equal to the amount of the withholding tax obligation;  or
(iii) delivering to the Company owned and unencumbered  shares of Company Common
Stock having a fair market value,  as of the date the withholding tax obligation
arises,  less than or equal to the amount of the withholding  tax obligation.  A
participant's  election to pay the  withholding  tax obligation by either of the
latter  two  means  of  payment  is  irrevocable,  may  be  disapproved  by  the
Compensation  Committee,  and,  if such  election  is made by an  officer of the
Company,  may be made only during the period beginning on the third business day
following  the date of  release of the  Company's  quarterly  or annual  summary
statement of sales and earnings and ending on the twelfth business day following
such date.


                                  ARTICLE VIII
                EFFECT OF MERGER, CHANGE IN CAPITALIZATION, ETC.

     1. Reclassification,  Etc. In the event of any reclassification or increase
or decrease in the number of the issued shares of common stock of the Company by
reason of the  payment of a stock  dividend,  a  split-up  or  consolidation  of
shares,  a  recapitalization,  a  combination  or exchange of shares or any like
capital  adjustment,  then (i) the aggregate  number,  and the class,  of shares
reserved  under  the Plan  shall  be as  though  the  shares  reserved  had been
outstanding prior to any adjustment as aforesaid, and (ii) as to any outstanding
unexercised  options  theretofore  granted  under  the  Plan,  there  shall be a
corresponding  adjustment  as to the class and number of shares  covered by each
option,  and as to the  purchase  price under each  option,  to the end that the
optionee's  proportionate  interest shall be maintained as before the occurrence
of such event  without  change in the total  purchase  price  applicable to said
option.

     2.  Reorganization,  Etc.  In the  event  the  Company  approves  a plan of
reorganization  or of merger into or consolidation  with any other  corporation,
the  unexercised  portion of each option then  outstanding  under the Plan shall
thereafter  apply to such  number  and kind of  securities  as would  have  been
issuable by reason of such  reorganization,  merger or consolidation to a holder
of the number of shares  which were subject to the option  immediately  prior to
such  reorganization,  merger  or  consolidation,  without  change  in the total
purchase price applicable to said option,  and such options shall continue under
the Plan.

     3.  Issuance of  Additional  Stock.  In the event the  Company  shall issue
additional  capital  stock of any class for cash or other  consideration,  there
shall be no adjustment in the number of shares  covered by  outstanding  options
under the Plan, and no adjustment in the purchase price under such options.


                                   ARTICLE IX
                              AMENDMENT OF THE PLAN

     The Compensation  Committee may amend the Plan at any time, in its sole and
absolute discretion,  except with respect to the following matters,  which shall
require the approval of the holders of a majority of the issued and  outstanding
shares of the Company Stock:  (i) an increase in the number of shares subject to
the Plan,  unless such  increase is  effectuated  by reason of the  operation of
Article  VIII;  or (ii) any  reduction  in the option  price  below one  hundred
percent  (100%) of the fair market value of the shares  subject to the option at
the time the option was granted.


                                    ARTICLE X
                             TERMINATION OF THE PLAN

     The  Compensation  Committee may terminate or suspend the Plan at any time,
in its sole and absolute  discretion.  Options may not be granted under the Plan
following its termination or during the period of its suspension.

     Unless sooner  terminated,  the Plan shall terminate upon the expiration of
ten years from the earlier of the dates upon which the Board of Directors of the
Company adopts the Plan or the shareholders approve the Plan.


                                ARTICLE XI PRIOR
                     RIGHTS AND OBLIGATIONS OF PARTICIPANTS

     No  amendment,  suspension,  or  termination  of the Plan shall  affect the
rights and  obligations of participants in the Plan without their prior consent,
with respect to options  which were granted to such  participants  prior to such
amendment, suspension, or termination.


                                   ARTICLE XII
                              STOCKHOLDER APPROVAL

     Any other provision of the Plan to the contrary  notwithstanding,  the Plan
shall not take effect until  approved by the holders of a majority of the issued
and outstanding shares of the common capital stock of the Company.


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

                                    Exhibit B


                     1997 Officers and Directors Option Plan


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


                          TRIANGLE IMAGING GROUP, INC.
                  1997 OFFICERS AND DIRECTORS STOCK OPTION PLAN



                                    ARTICLE I
                                     PURPOSE

     Triangle Imaging Group,  Inc. Stock Option Plan (the "Plan") is designed to
assist  Triangle  Imaging Group,  Inc. (the  "Company") and its  subsidiaries to
retain the services of and to motivate  selected  officers and  directors and to
attract new  officers  and  directors  by  providing  the  opportunity  for such
personnel  to acquire a  proprietary  interest  in the  Company  and thus in its
growth  and  success.  The term  "subsidiary"  for this  purpose  shall mean any
corporation in which the Company owns, directly or indirectly,  stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock.


                                   ARTICLE II
                                 ADMINISTRATION

     The Plan shall be  administered by a Committee of the Board of Directors of
the Company (the  "Compensation  Committee").  The Compensation  Committee shall
consist of at least two  members of the Board of  Directors  as  selected by the
vote of the Board.  The  Compensation  Committee  shall have full  authority and
responsibility  to interpret and  administer the terms of the Plan and may adopt
rules and regulations governing the administration of the Plan.

     The  Compensation  Committee  shall be  responsible  for the  selection  of
officers  and  directors  to whom  options  may be granted  under the Plan,  the
determination  of the type of option  and the  number of shares  which  shall be
subject to any option granted under the Plan, and the  establishment of the time
period(s)  during or at the end of which options  granted under the Plan must be
exercised.  In discharging this responsibility,  the Compensation  Committee may
consult with individual  members of the Board of Directors of the Company,  with
the management of the Company and the management of any of its subsidiaries,  or
with such other persons as the Compensation Committee may deem appropriate.

     The  Compensation  Committee shall determine the above  referenced  matters
based  upon the  Compensation  Committee's  own  consideration  of the  criteria
established under the Plan for granting options.

     Any member of the  Compensation  Committee  who is also an  officer  and/or
director eligible to participate in the Plan shall not vote or act on any matter
relating  solely to himself  during the period during which he is so eligible to
participate in the Plan.


                                   ARTICLE III
                            PARTICIPATION IN THE PLAN

     Officers and directors of the Company and its subsidiaries  (whether or not
such officers and directors also may be members of the Board of Directors of any
such  corporation)  shall  be  eligible  to  participate  in  the  Plan.  Actual
participation  in the Plan shall be limited to  officers  and  directors  of the
Company and its subsidiaries selected by the Compensation Committee, in its sole
and absolute discretion, to participate in the Plan.


                                   ARTICLE IV
                            SHARES SUBJECT TO OPTION

     The  shares of stock  subject to  options  granted  under the Plan shall be
shares of the common capital stock of the Company  ("Company  Stock").  The Plan
shall consist of 600,000 options.  The aggregate number of such shares which may
be Issued under the Plan may not exceed 600,000 unless the provisions of Article
VIII apply.  Such shares of the Company may be authorized  and unissued  shares,
treasury  shares,  or shares  purchased  on the open market for  purposes of the
Plan, and shall include shares  representing the unexercised  portion of options
granted  under the Plan which expire or  terminate  without  being  exercised in
full.


                                    ARTICLE V
                           OPTIONS AVAILABLE FOR GRANT

     Options  available  for  grant  under  the  Plan are (i)  "incentive  stock
options," within the meaning of Section 422 of the Internal Revenue Code of 1986
or any successor provision of similar import and effect; and (ii) "non-qualified
options,"  which,  for purposes of this Plan,  shall mean  options  which do not
qualify as incentive stock options.  Each option granted under the Plan shall be
clearly  identified  as  either an  incentive  stock  option or a  non-qualified
option.

     For   convenience   of  reference   only,   incentive   stock  options  and
non-qualified  options are sometimes  jointly referred to in this Plan merely as
"options." In such cases, the terms of the Plan are intended to apply separately
to each type of option (i.e., incentive stock option or non-qualified option) as
if it were the only type of option available for grant under the Plan.

     No grant shall be made under the Plan of a combination  of incentive  stock
options  and  non-qualified  options  to a single  recipient  where the right to
exercise one type of option would affect the  recipient's  right to exercise the
other type of option.


                                   ARTICLE VI
               LIMITATIONS ON EXERCISE OF INCENTIVE STOCK OPTIONS

     The  aggregate  fair  market  value  (determined  at the time the option is
granted) with respect to which  incentive  stock options are  exercisable by any
officers and  directors  during any  calendar  year (under all such plans of the
Company and its subsidiaries) shall not exceed $100,000.


                                   ARTICLE VII
                           OPTION TERMS AND CONDITIONS

     Each  option  under the Plan shall be  represented  by an option  agreement
which shall be in such form and contain such terms as the Compensation Committee
in  its  sole   discretion   shall   determine.   Incentive  stock  options  and
non-qualified  options may be described in the same option  agreement,  but each
type of option shall be clearly identified as to its status. Each such agreement
shall  specify  the number of shares of Company  Stock  which are subject to the
option and  establish the time  period(s)  during or at the end of which options
(or portions thereof) granted under the Plan must be exercised. In addition, all
option  agreements  under  the Plan  shall  include  provisions  which  are,  in
substance, identical to the following:

     1.  Price.  The price per share of Company  Stock at which an option may be
exercised  shall not be less than 85% of the fair market  value of such stock on
the date of grant of the option.  In the case of a  participant  in the Plan who
owns Company Stock  possessing more than ten percent (10%) of the total combined
voting  power  of  all  classes  of  stock  of  the  Company  or of  any  of its
subsidiaries,  the option  price  shall not be less than one hundred ten percent
(110%) of the fair market  value of such stock on the date the option is granted
or such option shall be deemed a non-qualified option.

     2. Payment of Option Price.  Payment for shares of Company Stock  purchased
upon  exercise of an option  granted under the Plan shall be made in full at the
time of such  exercise.  Such payment shall be made in cash, or wholly or partly
in shares of Company  Stock,  unless  otherwise  prohibited by the  Compensation
Committee,  having at the time the option is exercised, an aggregate fair market
value equal to the portion of the option price not paid for in cash.

     3. Terms. All options granted  hereunder shall become  exercisable one year
from  the  date  of  grant  unless  determined  otherwise  by  the  Compensation
Committee.

     No option  shall  have a term  extending  beyond ten years from its date of
grant.  In the case of a participant in the Plan who owns stock  possessing more
than ten  percent  (10%) of the total  combined  voting  power of all classes of
Company  Stock  or  any  of  its  subsidiaries,  no  option  granted  to  such a
participant  shall  have a term  extending  beyond  five  years from its date of
grant.

     4. Transferability.  No option shall be transferable otherwise than by will
or the laws of descent and  distribution.  During the lifetime of a recipient of
an option under the Plan, the option may be exercised only by such recipient.

     5. Retirement and Other Termination of Employment.  Upon the termination of
employment of a participant in the Plan,  where such participant is eligible for
either normal or early retirement benefits,  or due to such participant becoming
disabled (as described in Section 22 (e) (3) of the Internal  Revenue Code), any
non-qualified  option and any incentive stock option granted to such participant
may be exercised,  to the extent that the option was exercisable on such date of
termination of  employment,  only until the earlier of sixty days after the date
of such termination of employment or the original expiration date of the option.

     Upon the  termination  of employment of a  participant  in the Plan,  under
circumstances  not covered  within the  foregoing  paragraph  and other than for
cause or death,  any  option  theretofore  granted  to such  participant  may be
exercised,  to the extent that the option was  exercisable  by him or her on the
date  of  termination,  within  sixty  days  or such  additional  period  as the
Compensation Committee may determine after the date of his or her termination of
employment,  but in no event  later  than the  original  expiration  date of the
option.

     Upon the  termination  of employment  of a participant  in the Plan by such
participant's  employer  for  cause,  any  option  theretofore  granted  to such
participant  shall  terminate and may not be exercised to any extent on or after
the date of such termination of employment.

     6.  Death of a  Participant.  Upon the death of a  participant  in the Plan
during the course of such  participant's  employment  with the Company or one of
its subsidiaries,  or within sixty days following such participant's termination
of employment,  at which times,  such participant was eligible for either normal
or early  retirement  benefits or was disabled,  as contemplated in Section 5 of
Article  VII  hereof,  any  non-qualified  option  theretofore  granted  and any
incentive  stock option  granted to such  participant  may be exercised,  to the
extent that the option was exercisable by such participant on the date of death,
only until the later of one year after the  participant's  death,  or sixty days
after such participant's  termination of employment,  but in any event not later
than the original expiration date of the option.

     Upon the death of a participant  in the Plan,  within sixty days  following
termination of employment,  at which time such  participant was neither disabled
nor eligible for either normal or early  retirement  benefits as contemplated in
Section 5 of Article VII hereof,  and such  termination  of employment was other
than for cause, any option  previously  granted may be exercised,  to the extent
that the option was exercisable by such  participant on the date of death,  only
until the  earlier of one year  after the  participant's  death or the  original
expiration date of the option.

     Upon the death of a participant in the Plan,  such options may be exercised
by the deceased  participant's  designated  beneficiary  or, in the absence of a
beneficiary  designation,  by the  deceased  participant's  lawful  successor in
interest.

     7.   Beneficiary   Designations.   A  participant   may  designate  to  the
Compensation  Committee,  on a form provided by the  Compensation  Committee for
that purpose, a beneficiary or beneficiaries to receive any benefits or exercise
any rights  under the Plan which are  specifically  permitted  to be received or
exercised by such  beneficiary  under the Plan. Such designation may be canceled
or changed by the participant in his  discretion,  but no cancellation or change
will be recognized by the Compensation Committee unless effected in writing on a
form provided by the Compensation  Committee for that purpose and filed with the
Compensation Committee.

     8.  Participant's  or  Successor's  Rights  as  Stockholders.  Neither  the
recipient  of an option  under the Plan nor his or her  successors  in  interest
shall have any rights as a stockholder of the Company with respect to any shares
subject to an option  granted to such  recipient  until such recipient or his or
her successor in interest becomes a holder of record of such shares and receives
a certificate or certificates  representing  such shares from the Company or its
duly authorized agent.

     9. Regulatory Approval and Compliance. The Company shall not be required to
issue any certificate or certificates  for shares of its stock upon the exercise
of an option  granted  under  the Plan,  or record as a holder of record of such
shares the name of the individual  exercising an option under the Plan,  without
obtaining  to the  complete  satisfaction  of the  Compensation  Committee,  the
approval  of  all  regulatory   bodies  deemed  necessary  by  the  Compensation
Committee,  and  without  complying  to the  Compensation  Committee's  complete
satisfaction with all rules and regulations,  under federal, state, or local law
deemed applicable by the Compensation Committee.

     10.  Withholding  Taxes.  Federal,  state  or  local  law may  require  the
withholding  of  taxes  applicable  to gains  resulting  from  the  exercise  of
non-qualified  stock options granted hereunder.  Unless otherwise  prohibited by
the  Compensation  Committee,  each participant may satisfy any such withholding
tax obligation by any of the following  means or by a combination of such means:
(i) tendering a cash payment;  (ii) authorizing the Company to withhold from the
shares of the Company Common Stock  otherwise  issuable to the  participant as a
result of the  exercise  of the  non-qualified  stock  option a number of shares
having  a fair  market  value,  as of the date the  withholding  tax  obligation
arises,  less than or equal to the amount of the withholding tax obligation;  or
(iii) delivering to the Company owned and unencumbered  shares of Company Common
Stock having a fair market value,  as of the date the withholding tax obligation
arises,  less than or equal to the amount of the withholding  tax obligation.  A
participant's  election to pay the  withholding  tax obligation by either of the
latter  two  means  of  payment  is  irrevocable,  may  be  disapproved  by  the
Compensation  Committee,  and,  if such  election  is made by an  officer of the
Company,  may be made only during the period beginning on the third business day
following  the date of  release of the  Company's  quarterly  or annual  summary
statement of sales and earnings and ending on the twelfth business day following
such date.


                                  ARTICLE VIII
                EFFECT OF MERGER, CHANGE IN CAPITALIZATION, ETC.

     1. Reclassification,  Etc. In the event of any reclassification or increase
or decrease in the number of the issued shares of common stock of the Company by
reason of the  payment of a stock  dividend,  a  split-up  or  consolidation  of
shares,  a  recapitalization,  a  combination  or exchange of shares or any like
capital  adjustment,  then (i) the aggregate  number,  and the class,  of shares
reserved  under  the Plan  shall  be as  though  the  shares  reserved  had been
outstanding prior to any adjustment as aforesaid, and (ii) as to any outstanding
unexercised  options  theretofore  granted  under  the  Plan,  there  shall be a
corresponding  adjustment  as to the class and number of shares  covered by each
option,  and as to the  purchase  price under each  option,  to the end that the
optionee's  proportionate  interest shall be maintained as before the occurrence
of such event  without  change in the total  purchase  price  applicable to said
option.

     2.  Reorganization,  Etc.  In the  event  the  Company  approves  a plan of
reorganization  or of merger into or consolidation  with any other  corporation,
the  unexercised  portion of each option then  outstanding  under the Plan shall
thereafter  apply to such  number  and kind of  securities  as would  have  been
issuable by reason of such  reorganization,  merger or consolidation to a holder
of the number of shares  which were subject to the option  immediately  prior to
such  reorganization,  merger  or  consolidation,  without  change  in the total
purchase price applicable to said option,  and such options shall continue under
the Plan.

     3.  Issuance of  Additional  Stock.  In the event the  Company  shall issue
additional  capital  stock of any class for cash or other  consideration,  there
shall be no adjustment in the number of shares  covered by  outstanding  options
under the Plan, and no adjustment in the purchase price under such options.


                                   ARTICLE IX
                              AMENDMENT OF THE PLAN

     The Compensation  Committee may amend the Plan at any time, in its sole and
absolute discretion,  except with respect to the following matters,  which shall
require the approval of the holders of a majority of the issued and  outstanding
shares of the Company Stock:  (i) an increase in the number of shares subject to
the Plan,  unless such  increase is  effectuated  by reason of the  operation of
Article  VIII;  or (ii) any  reduction in the option price below 85% of the fair
market  value of the  shares  subject  to the  option at the time the option was
granted.


                                    ARTICLE X
                             TERMINATION OF THE PLAN

     The  Compensation  Committee may terminate or suspend the Plan at any time,
in its sole and absolute  discretion.  Options may not be granted under the Plan
following its termination or during the period of its suspension.

     Unless sooner  terminated,  the Plan shall terminate upon the expiration of
ten years from the earlier of the dates upon which the Board of Directors of the
Company adopts the Plan or the shareholders approve the Plan.


                                   ARTICLE XI
                  PRIOR RIGHTS AND OBLIGATIONS OF PARTICIPANTS

     No  amendment,  suspension,  or  termination  of the Plan shall  affect the
rights and  obligations of participants in the Plan without their prior consent,
with respect to options  which were granted to such  participants  prior to such
amendment, suspension, or termination.


                                   ARTICLE XII
                              STOCKHOLDER APPROVAL

     Any other provision of the Plan to the contrary  notwithstanding,  the Plan
shall not take effect until  approved by the holders of a majority of the issued
and outstanding shares of the common capital stock of the Company.


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

                                    Exhibit C


                 Amended and Restated Articles of Incorporation


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


                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                          TRIANGLE IMAGING GROUP, INC.



                                ARTICLE I - NAME

     The name of the Company is Triangle Imaging Group, Inc. (hereinafter called
the "Company").


                          ARTICLE II - MAILING ADDRESS

     The  current  mailing  address of the  principal  place of  business of the
Company is 4400 West Sample Road, Suite 228, Coconut Creek, Florida 38073.


                           ARTICLE III - CAPITAL STOCK

     The  aggregate  number of shares of all classes of capital  stock which the
Company  shall have the  authority  to issue is  51,000,000,  consisting  of (i)
50,000,000  shares  of common  stock,  par value  $.001 per share  (the  "Common
Stock"); and (ii) 1,000,000 shares of Preferred Stock, par value $1.00 per share
(the "Preferred Stock").


Provisions Relating to the Common Stock.

     Voting Rights. Except as otherwise required by law or as may be provided by
the resolutions of the Board of Directors  authorizing the issuance of any class
or series of the Preferred Stock, as herein provided, all rights to vote and all
voting power shall be vested exclusively in the holders of the Common Stock with
each share of Common Stock entitled to one vote.

     Dividends. Subject to the rights of the holders of the Preferred Stock, the
holders  of the Common  Stock  shall be  entitled  to  receive  when,  as and if
declared by the Board of  Directors,  out of funds legally  available  therefor,
dividends and other distributions  payable in cash,  property,  stock (including
shares  of any class or series of the  Company,  whether  or not  shares of such
class or series are already outstanding) or otherwise.

     Liquidating Distributions. Upon any liquidation,  dissolution or winding-up
of the Company,  whether voluntary or involuntary,  and after the holders of the
Preferred  Stock shall have been paid in full the amounts to which they shall be
entitled,  if any, or a sum  sufficient for such payment in full shall have been
set aside, the remaining net assets of the Company, if any, shall be distributed
pro rata to the  holders of Common  Stock in  accordance  with their  respective
rights and rests to the exclusion of the holders of Preferred Stock.


Provisions Relating to Preferred Stock

     General.  The  Preferred  Stock may be issued from time to time,  in one or
more  classes  or  series,  the  shares  of each  class or  series  to have such
designations,  powers,  preferences and rights, and qualifications,  limitations
and  restrictions  thereof  as  are  stated  and  expressed  herein  and  in the
resolution  or  resolutions  providing  for the issuance of such class or series
adopted by the Board of Directors as hereinafter prescribed.

     Preferences.  Subject to the rights of the holders of the Company's  Common
Stock,  authority  is hereby  expressly  granted  to and  vested in the Board of
Directors to authorize the issuance of the Preferred Stock from time to time, in
one or more classes or series, to determine and take necessary proceedings fully
to effect the issuance  conversion and  redemption of any such Preferred  Stock,
and, with respect to each class or series of Preferred  Stock,  to fix and state
by the  resolution or  resolutions  from time to time adopted  providing for the
issuance thereof the following:

     1. whether or not the class or series is to have voting rights,  special or
conditional, full or limited, or is to be without voting rights;

     2. the number of shares to constitute the class or series and the par value
and designations thereof;

     3. the preferences and relative,  participating,  optional or other special
rights, if any, and the qualifications,  limitations or restrictions thereof, if
any, with respect to any class or series;

     4. whether or not the shares of any class or series shall be redeemable and
if redeemable the redemption price or prices, and the time or times at which and
the terms and  conditions  upon which,  such shares shall be redeemable  and the
manner of redemption;

     5.  whether or not the shares of a class or series  shall be subject to the
operation  of  retirement  or sinking  funds to be applied  to the  purchase  or
redemption of such shares for retirement, and if such retirement or sinking fund
or  funds  be  established,  the  periodic  amount  thereof  and the  terms  and
provisions relative to the operation thereof;

     6. the dividend rate, whether dividends are payable in cash, stock or other
property  of the  Company,  the  conditions  upon  which and the times when such
dividends are payable,  the  preference to or the relation to the payment of the
dividends payable, on any other class or classes or series of stock,  whether or
not such dividend shall be cumulative or noncumulative,  and if cumulative,  the
date or dates from which such dividends shall accumulate;

     7. the preferences, if any, and the amounts thereof that the holders of any
class or series  thereof  shall be entitled  to receive  upon the  voluntary  or
involuntary  dissolution  of, or upon any  distribution  of the  assets  of, the
Company;

     8.  whether or not the shares of any class or series  shall be  convertible
into,  or  exchangeable  for, the shares of any other class or classes or of any
other  series of the same or any other  class or classes of the  Company and the
conversion price or prices or ratio or ratios or the rate or rates at which such
conversion or exchange may be made, with such  adjustments,  if any, as shall be
stated and expressed or provided for in such resolution or resolutions; and

     9. such other special rights and protective  provisions with respect to any
class or series as the Board of Directors may deem advisable.

     The shares of each class or series of the Preferred Stock may vary from the
shares  of any  other  class or series  thereof  in any or all of the  foregoing
respects.  The Board of Directors may increase the number of shares of Preferred
Stock designated for any existing class or series by a resolution adding to such
class or  series  authorized  and  unissued  shares of the  Preferred  Stock not
designated  for any other class or series.  The Board of Directors  may decrease
the number of shares of the Preferred Stock designated for any existing class or
series by a  resolution,  subtracting  from such series  unissued  shares of the
Preferred  Stock  designated  for such  class,  or  series,  and the  shares  so
subtracted  shall become  authorized,  unissued and  undesignated  shares of the
Preferred Stock.


                          ARTICLE IV - REGISTERED AGENT

     The street  address of the  Company's  registered  office is 4400 W. Sample
Road, Suite 228, Coconut Creek, FL 33073. The Company's registered agent at that
address is Attention: General Counsel.


                         ARTICLE V - BOARD OF DIRECTORS

     Number of  Directors.  The number of directors  constituting  the Company's
Board of Directors  shall not be less than three (3) nor more than fifteen (15),
and the exact number of Directors shall be fixed from time to time in the manner
provided in the Company's Bylaws.

     Term of Office.  The term of each  member of the Board of  Directors  shall
expire at the next annual meeting of  shareholders  following  their election or
appointment to fill a vacancy on the Board of Directors; provided, however, that
each director  shall  continue to serve on the Board of  Directors,  despite the
expiration  of such term,  until his successor is elected and qualifies or until
there is a decrease  in the  number of  directors.  A decrease  in the number of
directors shall not decrease an incumbent director's term.

     Vacancies.  A director may resign at any time by giving  written  notice to
the Company,  the Board of Directors or the Chairman of the Board of  Directors.
Such  resignation  shall take  effect  when the notice is  delivered  unless the
notice  specifies a later  effective date, in which event the Board of Directors
may fill the pending  vacancy before the effective date if they provide that the
successor does not take office until the effective  date. Any vacancy  occurring
in  the   Board   of   Directors   due  to   death,   resignation,   retirement,
disqualification,  removal  and any  directorship  to be  filled by reason of an
increase  in the  size  of  the  Board  of  Directors  shall  be  filled  by the
affirmative  vote of a majority  of the  current  directors  though  less than a
quorum of the Board of  Directors,  or may be filled by an election at an annual
or special meeting of the shareholders called for that purpose, unless otherwise
provided by law. A director  elected to fill a vacancy  shall be elected for the
unexpired term of his  predecessor in office,  or until the next election of one
or more directors by shareholders if the vacancy is caused by an increase in the
number of directors.

     Removal.  A director may be removed from office prior to the  expiration of
his or her term upon the  affirmative  vote of at least  two-thirds  majority of
outstanding  shares of capital  stock of the  Company  entitled  to vote for the
election of such director.

     Amendments.   Notwithstanding  anything  contained  in  these  Articles  of
Incorporation to the contrary,  this Article V shall not be altered,  amended or
repealed except by an affirmative vote of at least a majority of the outstanding
shares of capital  stock of the  Company  entitled  to vote for the  election of
directors.


                  ARTICLE VI - LIMITATION ON DIRECTOR LIABILITY

     A director shall not be personally  liable to the Company or the holders of
shares of capital stock for monetary  damages for breach of fiduciary  duty as a
director,  except (i) for any breach of the duty of loyalty of such  director to
the Company or such  holders,  (ii) for acts or  omissions  not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 607.0831 of the Florida  Business Company Act (the "FBCA"),  or (iv) for
any transaction from which such director derives an improper  personal  benefit.
This Article VI shall be read to authorize  the  limitation  of liability to the
fullest extent permitted under Florida law. If the FBCA is hereafter  amended to
authorize  the further or broader  elimination  or  limitation  of the  personal
liability of directors, then the liability of a director of the Company shall be
eliminated  or  limited  to the  fullest  extent  permitted  by the FBCA,  as so
amended. No repeal or modification of this Article VI shall adversely affect any
right  of  or  protection  afforded  to  a  director  of  the  Company  existing
immediately prior to such repeal or modification.


                 ARTICLE VII - SPECIAL MEETINGS OF SHAREHOLDERS

     Except  as  otherwise  required  by law and  subject  to the  rights of the
holders of the Preferred Stock,  special meetings of shareholders of the Company
may be  called  only by (i) the  Board of  Directors  pursuant  to a  resolution
approved by a majority of the entire Board of Directors,  or (ii) the holders of
at least  one-third of the  outstanding  shares of capital stock of the Company.
Notwithstanding  anything  contained in these  Amended and Restated  Articles of
Incorporation to the contrary, this Article VII shall not be altered, amended or
repealed except by an affirmative vote of at least two-thirds of the outstanding
shares of  capital  stock of the  Company  entitled  to vote at a  shareholders'
meeting duly called for such purpose.


                         ARTICLE VIII - INDEMNIFICATION

     The Company shall  indemnify and advance  expenses to, and may purchase and
maintain  insurance  on behalf of, its  officers  and  directors  to the fullest
extent  permitted  by law as now or hereafter  in effect.  Without  limiting the
generality of the foregoing, the Company's Bylaws (the "Bylaws") may provide for
indemnification  and advancement of expenses to officers,  directors,  employees
and agents on such terms and  conditions as the Board of Directors may from time
to time deem appropriate or advisable.


                               ARTICLE IX - BYLAWS

     The Board of Directors  shall have the power to adopt,  amend or repeal the
Bylaws or any part hereof.  Certain provisions of the Bylaws, as stated therein,
may not be altered,  amended or repealed  except by the  affirmative  vote of at
least  two-thirds  of the  outstanding  shares of capital  stock of the  Company
entitled to vote at a  shareholders'  meeting duly called for such  purpose.  In
addition, except for such provisions requiring a two-thirds vote to alter, amend
or repeal, the Bylaws may be altered, amended or repealed, and new bylaws may be
adopted,  by the shareholders upon the affirmative vote of at least a two-thirds
of the outstanding  shares of capital stock of the Company entitled to vote at a
shareholders' meeting duly called for such purpose.

     Notwithstanding  anything  contained in these Amended and Restated Articles
of Incorporation to the contrary, this Article IX shall not be altered,  amended
or  repealed  except  by an  affirmative  vote  of at  least  two-thirds  of the
outstanding  shares  of  capital  stock  of the  Company  entitled  to vote at a
shareholders' meeting duly called for such purpose.


                              ARTICLE X - AMENDMENT

     Except  as  provided  herein,   these  Amended  and  Restated  Articles  of
Incorporation  may be altered,  amended or repealed by the  shareholders  of the
Company in accordance with Florida law.

     IN WITNESS  WHEREOF,  the  undersigned,  for the  purpose of  amending  and
restating the Company's  Article of Incorporation  pursuant to laws of the State
of Florida, has executed these Amended and Restated Articles of Incorporation as
of __________________________, 1998.



TRIANGLE IMAGING GROUP, INC.



By:_____________________________________
   Name:
   Title: